AGM Notice & proposed Share Premium Cancellation
Software Circle plc has published its Annual Report for the year ended 31 March 2026 and announced a proposed cancellation of its share premium account, which is expected to create approximately £25.6 million in distributable reserves. This move aims to provide future flexibility for capital allocation, including potential dividends or share buybacks, should the board deem them appropriate for maximizing long-term shareholder value. The cancellation is conditional on shareholder approval via a special resolution at the upcoming AGM on 2 September 2026 and subsequent court approval, with an expected effective date around 9 October 2026. The cancellation will not alter the rights or number of ordinary shares in issue.
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Software Circle plc (AIM: SFT) announces that the Annual Report for the year ended 31 March 2026 together with Notice of AGM and a circular (the "Circular") setting out details of the proposed cancellation of the Company's share premium account (the "Share Premium Cancellation") have been sent to, or made available to, shareholders in accordance with their mailing preferences and published on the Company's website at https://www.softwarecircle.com/reports-downloads/.
The Board carefully oversees capital allocation guided by what maximises long-term value per share. To this aim our strategy remains to create long term shareholder value through acquiring vertical market software businesses, supporting their organic growth and reinvesting free cash flow generated into further acquisitions to achieve long-term capital compounding. Every pound we deploy in acquisitions is benchmarked against alternative capital allocation options. Whilst the Company has not recently paid dividends and has no share buyback programme in place, the Board considers it appropriate to retain the flexibility to do so in circumstances where such capital allocation would offer the greatest return to shareholders. The Share Premium Cancellation is proposed to be undertaken to create approximately £25.6m of distributable reserves in the accounts of the Company. As a result of the Share Premium Cancellation, future cash generated by the Company would be available for the purposes of paying dividends or making share buybacks should circumstances dictate it appropriate or desirable to do so.
Capitalised terms in this announcement have the meaning given to them in the Circular.
The Share Premium Cancellation is conditional upon the passing of the special resolution set out in the Notice of AGM by the Company's Shareholders, as well as approval being obtained from the Court. It is expected that the Court's final hearing of the application will take place on or around 6 October 2026. The Effective Date of the Share Premium Cancellation is expected to be on or around 9 October 2026 but will depend on, amongst other things, the date on which the Court issues its order confirming the Share Premium Cancellation.
Completion of the Share Premium Cancellation will not affect the rights attached to the Ordinary Shares and will not result in any change to the number of Ordinary Shares in issue (or their nominal value).
The AGM will be held at King Street Townhouse Hotel, 10 Booth Street, Manchester M2 4AW at 10:00 am on Wednesday 2 September 2026. Attendance can be registered on the Company's website at https://www.softwarecircle.com/agm-registration/.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.