3rd Feb 2005 16:37
Net b2b2 PLC3 February 2005 The Notice of AGM announcement released today at 11:57 under RNS number 1819I, has been re released to facilitate onward transmission. NETB2B2 PLC ("NETB2B2" OR "THE COMPANY") Notice of AGM & Capital Reorganisation Netb2b2 announces that the Annual General Meeting ("AGM") of the Company will beheld at the offices of Smith & Williamson Corporate Finance Limited, No 1 RidingHouse Street, London W1A 3AS on Monday, 28 February 2005 at 9:00am for thepurpose of considering and, if thought fit, passing the resolutions detailed inthe notice of AGM ("the Notice") that was sent to shareholders on 2 February2005. In a letter from the Chairman that accompanied the Notice ("the Circular"), theboard of directors ("the Board") has recommended the adoption of a package ofcertain items of special business, summaries of which are set out below. Capital Reorganisation The Board proposes that each of the 479,547,265 ordinary shares of 0.1p("Existing Ordinary Shares") in issue and the 120,452,735 unissued ExistingOrdinary Shares be consolidated at a ratio of 1 ordinary share of 10p ("NewOrdinary Share") for every 100 Existing Ordinary Shares ("CapitalReorganisation"). Immediately following the Capital Reorganisation, Netb2b2 Shareholders will holdone New Ordinary Share in place of every 100 Existing Ordinary Shares previouslyheld. Fractional entitlements as a result of the consolidation will not beissued and will be sold in the market by the Company for the benefit of theShareholders. The voting and other rights (including the rights to dividends)conferred on the New Ordinary Shares will be identical to those currentlyattaching to the Existing Ordinary Shares as set out in the articles ofassociation of the Company ("the Articles"). Increase in authorised share capital The Board has also proposed that the Company's authorised share capital beincreased from 6,000,000 New Ordinary Shares following the CapitalReorganisation by the creation of an additional 12,000,000 New Ordinary Shares.Such shares will rank pari passu in all respects with the New Ordinary Shares. It is further proposed that the Board be given discretion to issue and allotunissued New Ordinary Shares, up to a maximum nominal amount of £1,320,453,without the requirement to offer such shares on a pre-emptive basis to existingshareholders first. Share Buy-back Consistent with the Capital Reorganisation proposals outlined above, the Boardalso seeks authority from shareholders to buy-in New Ordinary Shares if theCompany considers it advantageous and finds itself in a financial position to doso. The terms of such authority shall restrict the Board to buying in 400,000New Ordinary Shares, and the price paid by the Company shall be a market pricewithin the parameters set out in more detail in the Notice. Capital Reduction As at 30 June 2004, the Company had a deficit on the profit and loss account of£12,206,000. This deficit arose during the period from incorporation both as aresult of trading losses and the write off and amortisation of goodwill underrelevant accounting standards. For so long as the Company's profit and lossaccount remains in deficit, it will be unable to pay dividends. As explainedbelow, the Company proposes to reduce its share capital and to cancel its sharepremium account for the purpose of eliminating the deficit on its profit andloss account ("Capital Reduction"). The proposed reduction of capital andcancellation of share premium account will require the approval of shareholdersby special resolution in general meeting and the confirmation of the High Court. As at 30 June 2004, the authorised share capital of the Company was £6,000,000,comprising 600,000,000 Existing Ordinary Shares and 600,000,000 deferred sharesof 0.9p each ("Deferred Shares"), of which 479,547,265 Existing Ordinary Sharesand 265,913,932 Deferred Shares have been issued and fully paid up, and theremainder of which are unissued. It is proposed that the issued paid-up sharecapital be reduced by the cancellation of all the Deferred Shares. This will notinvolve any variation of the existing rights attaching to the Deferred Shares. As at 30 June 2004 the amount standing to the credit of share premium account ofthe Company was £11,035,000. It is proposed to cancel this reserve in itsentirety. The reserve arising on the cancellation of the Deferred Shares and theshare premium account will be applied to eliminate the deficit on the profit andloss account. To the extent that the reserve arising on the capital reductionand share premium account cancellation exceeds the deficit on the profit andloss account, it will be available, inter alia, and subject to the protection ofthe Company's creditors, for the purpose of paying dividends in due course. As soon as practicable after the passing of the resolutions to be proposed atthe AGM, the Company intends to apply to the High Court ("Court") for an orderconfirming the Capital Reduction. The Capital Reduction will become effectiveonce the order of the Court confirming the reduction is registered with theRegistrar of Companies. It is anticipated that the Court will require the Company to protect thosecreditors who are creditors of the Company at the date of the Capital Reductionbecoming effective who have not given their consent to the Capital Reduction.The Company will put into place such form of creditor protection as it may beadvised is appropriate. It is presently anticipated that this will take the formof an undertaking to transfer the amount by which the Capital Reduction exceedsthe deficit on the profit and loss account (currently estimated to be£1,222,225) together with any sum representing a realisation of certain itemsnot fully reflected in the balance sheet of the Company as at the date uponwhich the Court order becomes effective to a special reserve in the books ofaccount of the Company. Such reserve shall be treated as an undistributablereserve of the Company for so long as any debt or claim against the Company thatexisted at the date of the Capital Reduction becoming effective remainsoutstanding. The Board reserves the right not to proceed with the application to the Courtfor confirmation of the Capital Reduction if it believes that the terms requiredby the Court for its confirmation are not in the best interests of the Company. The Capital Reduction will not involve any distribution or repayment of capitalor share premium by the Company. It will not reduce the underlying net assets ofthe Company. Your Board believes that now is an appropriate time to cancel the deficit onprofit and loss account in order to restructure the Company's balance sheet tomore accurately reflect the reality of its financial and trading position. Itwill also facilitate the payment of dividends to shareholders in the future ifthis is decided upon by the Board. Indemnification of Directors and Electronic Communications The Company intends to take advantage of sections 19 and 20 of The Companies(Audit, Investigations and Community Enterprise) Act 2004 when they come intoforce. Accordingly, it is proposed that the Articles be amended to make themcompatible with the new legislation. The Company also intends to take advantage of the Companies Act 1985 (ElectronicCommunications) Order 2000 facilitating electronic communications withshareholders. Accordingly, it is proposed that the Articles be amended to makethem compatible with the new legislation. Share Options The Directors propose to make changes to the Rules of the Netb2b2 Share OptionPlan as outlined in Appendix 2 of the Circular. Action to be Taken Whether or not you are intending to be present at the meeting, you are requestedto complete the form of proxy in accordance with the instructions thereon andreturn it to the Company's registrars, Capita Registrars, The Registry, 34Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and in any event soas to be received not later than 9:00 am on 26 February 2005. Completion and return of the form of proxy will not prevent you from attendingand voting at the meeting in person if you so wish. Copies of the Circular and Notice are available on the Company's website andfrom the offices of Smith & Williamson Corporate Finance Limited, No 1 RidingHouse Street, London W1A 3AS, during normal business hours on any weekday(Saturdays and public holidays excepted), from 2 February 2005 for a period ofone month. Recommendation Your Board believes that the package of proposals referred to in the Circular isin the best interests of the Company and its shareholders and thereforerecommends you to vote in favour of the resolutions to be proposed at the AGM. For further information, please contact: Keith Young / Geoffrey Griggs John West Netb2b2 plc Tavistock Communications Tel 020 7878 1007 Tel 020 7920 3150 3 February 2005 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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