Proposed Capital Reduction & Notice of GM
Redcentric plc is proposing a capital reduction by cancelling its share premium account to create additional distributable reserves, aiming to enhance its capacity for future shareholder returns following the anticipated completion of its data centre business disposal on April 30, 2026. This move is intended to provide greater flexibility for further capital distributions beyond an initial equity tender offer, which is estimated to have distributable reserves of £75 million post-disposal. The proposal requires shareholder approval via a special resolution at a general meeting on May 13, 2026, and subsequent confirmation by the High Court.
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Redcentric plc (AIM: RCN), a leading UK IT managed services provider, is pleased to announce its intention to undertake a capital reduction. The proposed capital reduction will create additional capacity to deliver further returns to shareholders while maintaining a strong balance sheet to support the Group's ongoing growth strategy in the Managed Services sector.
The Company will today be posting to shareholders a circular (the 'Circular'), regarding the proposed cancellation of the Company's share premium account (the 'Capital Reduction') in order to create additional distributable reserves for the Company.
The Circular contains a notice of general meeting of the Company's shareholders (the 'Notice of General Meeting'), which is to be held at the Company's registered office at Central House, Beckwith Knowle, Harrogate, North Yorkshire HG3 1UG at 9.30 a.m. on 13 May 2026 at which a special resolution will be proposed for shareholders to approve the proposed Capital Reduction.
The Circular, together with the Notice of General Meeting, will also be available to view today on the Company's website at www.redcentricplc.com.
Background to and reasons for the proposed Capital Reduction
On 23 October 2025, the Company announced that it had conditionally agreed the sale of its data centre business to Stellanor Datacenters Group Limited (' Stellanor ') (the ' Disposal '). The Company and Stellanor are continuing to finalise the conditions to completion, and it is currently anticipated that the Disposal will complete on 30 April 2026. The Board will update the market following completion on the use of proceeds. Following completion of the Disposal, the Group will focus on its successful MSP business, reduce the leverage on the Group's balance sheet, and return material proceeds to shareholders most likely by way of an equity tender offer. The Board currently anticipates that its ability to undertake an equity tender offer post completion of the Disposal will not be conditional on the Capital Reduction completing. Without the proposed Capital Reduction, the Company's ability to undertake further or additional returns of capital beyond such initial, shareholder approved, equity tender offer may be constrained by the post Disposal distributable reserves, estimated at £75 million. The purpose of the proposed Capital Reduction is, therefore, to create additional distributable reserves, thereby increasing the Company's capacity and flexibility to undertake increased or further returns of capital to shareholders. Although completion of the Disposal has not yet occurred, the Board considers it prudent to commence the Capital Reduction process now so that the Company is well placed to support future distributions to shareholders.
The Capital Reduction is conditional upon the passing by the Company's shareholders of the special resolution set out in the Notice of General Meeting, as well as the subsequent confirmation by the High Court of England and Wales of the cancellation.
Expected timetable of principal events
| Event | Time and/or date (1)(2) |
| Publication and posting of the Circular | 24 April 2026 |
| Latest time for receipt of proxy appointments in respect of the General Meeting | 9.30 a.m. on 11 May 2026 |
| General Meeting | 9.30 a.m. on 13 May 2026 |
| Results of General Meeting announced | by 6.00 p.m. on 13 May 2026 |
| Expected date for the Initial Court Hearing | week commencing 8 June 2026 |
| Expected date for the Final Court Hearing to confirm the Capital Reduction | week commencing 29 June 2026 |
| Expected date of registration of the Court Order and the Capital Reduction becoming effective | week commencing 29 June 2026 |
Notes :
- All of the times referred to in this announcement refer to London time.
- Each of the times and dates in this timetable is subject to change (including at the discretion of the Court). If any of the expected times and/or dates change materially, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.
Further announcements in relation to the Capital Reduction will be made in due course following the publication of the Circular, including the final timetable for the Capital Reduction to become effective, once the Company has further clarity on the requisite Court hearing dates.
Unless otherwise defined, capitalised terms shall have the same meaning as those set out within the 'Definitions' section within the Circular.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.