Laura Ashley : 17th October 2018 - Results of General Meeting held seeking approval for Disposal of Property in Singapore

Regulatory Story

Go to market news section

Ashley (Laura) Hldgs PLC - ALY Proposed Related Party Transactions & Notice of GM Released 16:15 26-Sep-2018

RNS Number : 0571C

Ashley (Laura) Hldgs PLC 26 September 2018

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Laura Ashley Holdings plc (the "Company" or "Laura Ashley")

Proposed Related Party Transactions and Notice of General Meeting

The Board of Laura Ashley has become aware of a technical issue in respect of the payment of historic dividends having a total value of approximately £14.5 million (together, the "Relevant Distributions").

The Companies Act 2006 ("Act") provides that a public company may pay a dividend out of its distributable profits as shown in the last accounts circulated to members or, if interim accounts are used, those that have been filed at Companies House. The requirement for the relevant accounts to have been filed applies even if the company in question has sufficient distributable profits at the relevant time.

The Company has always filed its statutory accounts on time in accordance with the requirements of the Act. At the time of the payment of the Relevant Distributions the Company had not received sufficient dividends from its subsidiaries to pay such dividends. The Company's subsidiaries had sufficient distributable reserves to pay the Relevant Distributions and subsequently paid dividends to cover the Relevant Distributions which were subsequently reflected in the annual accounts for the year ended 30 June 2017. Therefore, regrettably, the Relevant Distributions were made otherwise than in accordance with the Act.

The Company has today published a Notice with related explanatory circular (the "Circular") convening a General Meeting at which a Resolution will be proposed which will, if passed, give the Board authority to enter into deeds of release and put all potentially affected parties so far as possible in the position in which they were always intended to be had the Relevant Distributions been made in accordance with the procedural requirements of the Act.

The Company has been advised that, as a consequence of the Relevant Distributions having been made otherwise than in accordance with the Act, it may have claims against past and present Shareholders who were recipients of the RelevantDistributions and against persons who were directors of the Company at the time of payment of the Relevant Distributions. It is therefore proposed that the Company enter into a Shareholders' Deed of Release and a Directors' Deed of Release. The consequence of the entry into these deeds by the Company is that the Company will be unable to make any claims against:

• (a) past and present shareholders of the Company who were recipients of the Relevant Distributions; and

• (b) the Directors and Former Directors,

in each case in respect of the payment of the Relevant Distributions otherwise than in accordance with the Act.

The entry by the Company into the Directors' Deed of Release and the Shareholders' Deed of Release in connection with Substantial Shareholders (as detailed below) constitute related party transactions (as defined in the Listing Rules published by the Financial Conduct Authority). Therefore, the Resolution will also seek the specific approval of the Company's Shareholders for the entry into the Directors' Deed of Release and Shareholders' Deed of Release as related party transactions, in accordance with the requirements of the Listing Rules.

The Notice which is contained in the Circular convenes the General Meeting of the Company for 16 October 2018 which will be held at Corus Hotel Kuala Lumpur, Jalan Ampang, 50450 Kuala Lumpur, Malaysia at 5.15 p.m. (Malaysian time) with video conference facility available to members of the Company at Corus Hotel Hyde Park, Lancaster Gate, London W2 3LG at 10.15 a.m. (UK time) or as soon thereafter the conclusion or adjournment of the General Meeting in connection with the proposed Property Disposal on 16 October 2018.

Directors

Tan Sri Dr Khoo Kay Peng David Ralph Walton Masters Ng Kwan Cheong

Seán Thomas Anglim Wong Nyen Faat Andrew Khoo Boo Yeow Professor Jane Margaret Rapley Leon Yee

Substantial Shareholders

MUI Asia Limited

ABB Nominee (ASING) Sdn Bhd Bonham Industries Limited

Change of Time of General Meeting in connection with the Proposed Property Disposal

In addition, the Company announces that the time of the General Meeting called for the approval of the proposed disposal by Laura Ashley (Asia) Pte Limited of the whole of Lot 6698A of Mukim 23 together with the building erected thereon and known as at No 29 New Industrial Road, Singapore 536213 (the "Property") to SB (29NIR) Investment PTE. Ltd has been changed to 5.00 p.m. (Malaysian time) and 10.00 a.m. (UK time) on 16 October 2018. A note supplemental to the circular published on 24 August 2018 is also being published today. All other details of the General Meeting in connection with the proposed Property Disposal remain as set out in the notice at the end of the circular dated 24 August 2018.

Enquiries:

KC Ng / Seán Anglim

Laura Ashley

020 7880 5100

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contactrns@lseg.com or visitwww.rns.com.

END

MSCLFMATMBMTBMP

CLOSE

London Stock Exchange plc is not responsible for and does not check content on this Website. Website users are responsible for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries specified therein should not be relied upon other than by such persons and/or outside the specified countries.Terms and conditions, including restrictions on use and distribution apply.

©2014 London Stock Exchange plc. All rights reserved

Proposed Related Party Transactions & Notice of GM - RNS