RA International Group PLC Capital Reduction and Notice of General Meeting (0913S)

TIDMRAI

RNS Number : 0913S

RA International Group PLC

02 November 2023

2 November 2023

RA INTERNATIONAL GROUP PLC

("RA International", "RA" or the "Company")

Capital Reduction and Notice of General Meeting

RA International Group PLC (AIM: RAI), a specialist provider of complex and integrated remote site services to organisations globally, announces that a shareholder circular (the "Circular") containing a notice of general meeting (the "General Meeting") and Form of Proxy are being posted to shareholders today and will shortly be made available on the Company's website at: www.raints.com.

Proposed Capital Reduction

As previously disclosed in the Company's Annual Report and Accounts for the year ended 31 December 2022, the Circular sets out the details of a proposal to reduce the Company's capital by the cancellation of the Company's share premium account (which is currently US$ 18,253,608) in order to create distributable reserves (the "Capital Reduction").

As the share premium account has only limited applications and cannot be used to pay dividends or make share repurchases, the Company is proposing the Capital Reduction in order to create distributable reserves that will be available to support the future payment by the Company of dividends to its shareholders as and when the Board deems is suitable in the future.

The Capital Reduction is conditional upon the Company obtaining the approval of shareholders by special resolution at the General Meeting and confirmation by the Court. In considering the Company's application, the Court will need to be satisfied that the interests of any creditors (including contingent creditors) of the Company, whose debts remain outstanding on the date of the Court Order are registered and protected, and may require the Company to give undertakings to the Court to protect creditors. The Board is satisfied that there is no real likelihood that the Capital Reduction would result in the Company being unable to discharge a creditor's debt or claim when it falls due and does not currently expect that any such undertakings will be required.

The Company confirms that the Capital Reduction will not have any impact on the issued shares of the Company and shareholders will continue to hold the same number and value of shares following completion of the Capital Reduction.

General Meeting

The General Meeting is to be held at Dentons UK and Middle East LLP, 1 Fleet Place, London, EC4M 7WS on 22 November 2023 at 13:00 (GMT).

All shareholders are encouraged to submit their vote by proxy well in advance of the meeting. Details of how to do this are contained in the Notice of General Meeting. All valid proxy votes (whether submitted electronically or in hard copy form) will be included in the poll vote to be taken at the meeting.

Recommendation

The directors of the Company consider that the proposed Capital Reduction to be considered at the General Meeting is in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of the proposed special resolution (which, to pass, requires approval of at least 75% of those votes validly cast in favour of the resolution) as they intend to do in respect of their own beneficial holdings.

Unless otherwise defined in this announcement, all defined terms used in this announcement shall have the meaning ascribed to them in the Circular.

The information communicated in this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.

Enquiries:

 
 RA International Group PLC                     Via Strand Hanson 
  Soraya Narfeldt, Chief Executive Officer 
  Lars Narfeldt, Chief Operating Officer 
 Strand Hanson (Nominated Adviser and 
  Broker) 
  Ritchie Balmer / James Spinney / David 
  Asquith                                     +44 (0)207 409 3494

About RA International

RA International is a leading provider of services to remote locations. The Company offers its services through three channels: construction, integrated facilities management and supply chain, and services two main client groups: humanitarian and aid agencies and western government organisations focusing on overseas projects. It has a strong customer base, largely comprising UN agencies, UK and US government departments and global corporations.

The Company provides comprehensive, flexible, mission critical support to its clients enabling them to focus on the delivery of their respective businesses and services. Focusing on integrity and values alongside making on-going investment in its people, locations and operations has over time created a reliable and trusted brand within its sector.

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