19th Sep 2018 07:00
Avast plc(the "Company")
Proposed Capital Reduction and Subscriber Share Cancellation
Avast plc, a leading global cybersecurity provider, will later today post a circular (the "Circular") to shareholders of the Company (the "Shareholders") detailing:
(i) a proposed capital reduction of the Company's share premium account (the "Capital Reduction"); and
(ii) a proposed cancellation of the non-voting subscriber share (the "Subscriber Share Cancellation"),
along with a notice on page 9 of the Circular (the "Notice") convening a general meeting (the "General Meeting"), at which the appropriate shareholder resolutions will be sought to effect the Capital Reduction and the Subscriber Share Cancellation (the "Capital Reduction Resolution" and the "Subscriber Share Cancellation Resolution", respectively, and the "Resolutions" together).
A copy of the Circular will in due course be available on the Company's website at https://investors.avast.com/. Capitalised terms used herein but not defined have the same meanings as set out in the Circular. In accordance with Listing Rule 9.6.1, a copy of this document will also be submitted to the UK Listing Authority via the National Storage Mechanism and will be available for viewing at http://www.morningstar.co.uk/uk/NSM in due course.
Background to the Capital Reduction and the Subscriber Share Cancellation
As anticipated in its prospectus dated 10 May 2018, the Company is proposing in relation to the:
(i) Capital Reduction, to reduce the amount standing to the credit of the Company's share premium account by £138,000,000 in order to create distributable reserves to support: (a) the future payment by the Company of dividends to its Shareholders; and (b) share buybacks should circumstances dictate it desirable to do so; and
(ii) Subscriber Share Cancellation, to cancel the Subscriber Share in order to remove from the Company's post-Admission capital structure an unlisted and non-voting share which, though integral to the Company's pre-Admission capital structure, is no longer expedient or necessary.
Each of the Capital Reduction and the Subscriber Share Cancellation are conditional on: (i) the passing of the Capital Reduction Resolution and the Subscriber Share Cancellation Resolution, respectively, at the General Meeting; and (ii) being, respectively, approved and confirmed by the Court.
The General Meeting
Implementation of the Capital Reduction and the Subscriber Share Cancellation requires the Capital Reduction Resolution and the Subscriber Share Cancellation Resolution, respectively, to be passed at the General Meeting, which is to be held on 10 October 2018 at 10 a.m. at the offices of White & Case LLP, 5 Old Broad Street, London, EC2N 1DW.
The Notice contains the Capital Reduction Resolution and the Subscriber Share Cancellation Resolution which will be proposed as special resolutions at the General Meeting, the passing of each of which will require not less than 75 per cent of the votes cast being in favour of the Resolutions, respectively.
Directors' Recommendation
The Directors consider that both the Capital Reduction and the Subscriber Share Cancellation are likely to promote the success of the Company for the benefits of the Shareholders as a whole. Accordingly, the Board unanimously recommends that the Shareholders vote in favour of each of the Resolutions, as the Directors intend to do in respect of the shares that they own or control, being 415,073,276 Ordinary Shares or approximately 43.54 per cent of the Company's issued share capital as at 17 September 2018 (being the latest practicable date before the publication of the Notice).
Expected Timetable of Principal Events
Last time and date of receipt of Form of Proxy
| 10 a.m. on 8 October 2018 |
General Meeting
| 10 a.m. on 10 October 2018 |
Court Hearing to confirm the Capital Reduction and the Subscriber Share Cancellation
| 10:30 a.m. on 6 November 2018 |
Registration of Court Order and Effective Date of the Capital Reduction and the Subscriber Share Cancellation
| 6 November 2018 |
Notes
These dates (except for the receipt of Forms of Proxy and the General Meeting) are estimates only, being subject to agreement of hearing dates with the Court. The timetable assumes that the General Meeting will not be adjourned as a result of there being no quorum, or for any other reason. If there is an adjournment, all subsequent dates are likely to be later than shown. Any changes will be notified to Shareholders by an announcement to a Regulatory Information Service.
All references to time in this announcement are to the time in the UK.
Enquiries:
Alan Rassaby Company Secretary | E: | |
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Related Shares:
AVST.L