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Ergomed plc - Proposed Capital Reduction

RNS Number : 6773A
Ergomed plc
01 October 2020


Ergomed Plc

Proposed Capital Reduction

Posting of Circular and Notice of General Meeting


Guildford, UK - 1 October 2020: Ergomed plc (LSE: ERGO) ("Ergomed" or the "Company"), a company focused on providing specialised services to the pharmaceutical industry, announces that further to the disclosure in the Company's recent interim results announcement regarding a proposed capital reduction, it is today posting a circular (the "Circular") to shareholders, incorporating a notice of General Meeting.


The process comprises: (i) the cancellation of the entire amount standing to the credit of the Company's share premium account (the "Share Premium Reduction") and (ii) the capitalisation of the entire amount standing to the credit of the Company's merger reserve by issuing B ordinary shares in the capital of the Company and the subsequent cancellation of such B ordinary shares (the "Merger Reserve Reduction"). The Share Premium Reduction and the Merger Reserve Reduction together comprise the "Capital Reduction".


The Capital Reduction is conditional upon the passing of the Resolutions set out in the notice of General Meeting, as well as Court approval being obtained. The notice of General Meeting is set out at the end of the Circular, which convenes the General Meeting for 9.30 a.m. on 19 October 2020.


Shareholders should note that the General Meeting is being held as a closed meeting in accordance with emergency legislation introduced by the Government in light of the COVID-19 pandemic and no external shareholders or their proxies will be permitted to attend. Shareholders are therefore encouraged to vote in advance and to appoint the Chairman of the General Meeting as their proxy.  All resolutions will be taken on a poll.  Further information is set out in the Circular.




In light of Ergomed's operational and financial progress, the Board has concluded that it is the appropriate time to eliminate the accumulated deficit on the Company's retained earnings reserve, generated from trading losses and the impairment of co-development projects in prior periods. The creation of positive surplus distributable reserves will provide the Board with the flexibility to distribute future profits to its shareholders, should it be considered appropriate to do so following the Board's review of circumstances at the relevant time.



The Circular and notice of General Meeting will shortly be made available on the Company's website at http://ergomedplc.com.





Publication of the Circular

1 October 2020

Last time and date for receipt of Forms of Proxy

9.30 a.m. on 15 October 2020

General Meeting

9.30 a.m. on 19 October 2020

Court hearing to confirm Capital Reduction

10 November 2020

Registration of Court order and effective date                     of Capital Reduction

the business day after the Court order confirming the Capital Reduction




1.     The dates and times are based on the Company's current expectations and may be subject to change.


2.     The timetable assumes that there is no adjournment of the General Meeting. If there is an adjournment, all subsequent dates are likely to be later than those shown.


3.     References to times are to London times unless otherwise stated.


4.     Unless otherwise defined, capitalised terms used in this announcement have the meanings given to them in the Circular.






Ergomed plc

 Tel: +44 (0) 1483 402 975

Miroslav Reljanović (Executive Chairman)

Richard Barfield (Chief Financial Officer)

Numis Securities Limited

Tel: +44 (0) 20 7260 1000

Freddie Barnfield / Huw Jeremy (Nominated Adviser)

James Black (Broker)

Consilium Strategic Communications - for UK enquiries

Tel: +44 (0) 20 3709 5700

Chris Gardner / Sue Stuart

[email protected]

Matthew Neal / Olivia Manser



About Ergomed plc

Ergomed provides specialist services to the pharmaceutical industry spanning all phases of clinical development, post-approval pharmacovigilance and medical information. Ergomed's fast-growing services business includes an industry leading suite of specialist pharmacovigilance (PV) solutions, integrated under the PrimeVigilance brand, a full range of high-quality clinical research and trial management services under the Ergomed brand (CRO), and an internationally recognised specialist expertise in orphan drug development, under PSR. For further information, visit: http://ergomedplc.com.

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Quick facts: Ergomed PLC

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Market: AIM
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