National Milk Records plc

September 25, 2013 07:00 ET

Update regarding Dividends and 2013 Annual General Meeting

                                                                                          25 September 2013
                                         National Milk Records PLC
                                         ("NMR" or the "Company")
                        Update regarding Dividends and 2013 Annual General Meeting
Further  to  NMR's announcement of 2 September 2013, the Directors of the Company are pleased  to  announce
that the investigation commissioned by the Directors to determine the validity of certain dividends paid by
the Company has been concluded.

The investigation has determined that the dividends paid in respect of the years ended 31 March 2011 and 31
March  2012  (the  "Historic Dividends") were unlawful under the Companies Act  2006  due  to  there  being
insufficient  distributable reserves available in NMR. The Directors have also been advised that,  for  the
same  reason,  the  dividend  proposed in respect of the year ended 31 March  2013  (the  "2013  Dividend",
together with the Historic Dividends, the "Dividends") cannot be paid.

As a result of the investigation and advice received by the Directors, NMR is taking the following action:

    1.  The Annual General Meeting of  the  Company  convened for today, Wednesday, 25 September 2013, has
        been adjourned (the "Adjourned AGM");
    2.  The Directors' Report and Audited Financial Statements for the year ended 31  March 2013  will  be
        amended (the "Amended Accounts") to remove references to the payment of the 2013  Dividend and  to  
        include certain additional disclosures relating to the Dividends;

    3.  The Amended Accounts and a revised Notice of Meeting, re-convening the  Adjourned  AGM  for  11.30
        a.m. on 28 October 2013, will be posted to  shareholders  on  or  around  30  September  2013; the 
        resolutions to be proposed at the Adjourned AGM will be the same as those proposed in the original 
        Notice of Meeting, save that Resolution 4 relating to the 2013 Dividend will be  removed. Existing 
        proxy forms will be valid at the Adjourned AGM, but if shareholders do wish to vote again  at  the 
        Adjourned AGM, a new proxy card will be circulated with the Amended Accounts.
Resolution of the issues associated with the Dividends is not expected to have any material impact  on  the
Company's  current trading position. Moreover, the Directors continue to have confidence in NMR's financial
position  and  prospects and expect that the Company's interim results for the 6 months ended 30  September
2013, which will be announced in October 2013, will show that NMR's turnover and profits have continued  to

The  Directors  are  determined to restore NMR's ability to pay a dividend in  the  future  and  will  keep
shareholders informed of any developments in this regard.

The Directors do not plan to seek recovery of the Historic Dividends from shareholders.

The Directors of the Company are responsible for the contents of this announcement.


National Milk Records PLC
Andy Warne                                                               Tel: +44 (0) 7970 009 141

Peterhouse Corporate Finance Limited
Duncan Vasey and Mark Anwyl                                               Tel: +44 (0) 20 7469 0930

St Brides Media & Finance Ltd
Elisabeth Cowell/Hugo de Salis                                            Tel: +44 (0) 20 7236 1177

Contact Information

  • National Milk Records plc