DUNELM GROUP PLC
("Dunelm") or (the "Company")
FOR IMMEDIATE RELEASE
9 February 2017
The board of directors of the Company (the Board) has become aware of an issue in respect of the payment of the final dividend of 16 pence per ordinary share of the Company, approved at the Company's annual general meeting on 24 November 2015 and paid on 27 November 2015 (the Relevant Distribution), which has resulted in a technical infringement of the Companies Act 2006 (the Act).
The issue is of an historic nature and there is no change to the financial outlook of the Company as a consequence of this technical matter. No other distribution made in the relevant financial year has been affected and no fines or other penalties have been incurred by the Company. The Company's past accounts will not need to be restated and no dividends are expected to be repaid.
The Company has always filed its statutory accounts on time in accordance with the requirements of the Act, and at all times had sufficient profits and other distributable reserves to justify the Relevant Distribution. It was the Board's understanding at the time of the Relevant Distribution that the Company's financial statements for the 53 weeks ended 4 July 2015 (the 2015 Accounts), which included a post balance sheet note detailing receipt of an intra-group dividend by the Company, were sufficient to fulfil the procedural requirements of the Act. The Board has since taken further professional legal advice and has concluded that 2015 accounts did not constitute "relevant accounts" within the meaning in the Act and therefore that the procedural provisions of the Act have not been complied with.
The Company has today published and posted to shareholders a notice of a general meeting of the Company and related explanatory circular (the Circular) convening a general meeting at which a resolution will be proposed which will, if passed, (i) allow the Board to appropriate distributable profits of the Company as set out in the financial statements for the 52 weeks ended 2 July 2016 (and adopted by its shareholders on 22 November 2016) to the payment of the Relevant Distribution and that this dividend be made to the relevant shareholders who received the Relevant Distribution, and (ii) put all potentially affected parties so far as possible in the position which they were always intended to be had the Relevant Distribution been made in accordance with the requirements of the Act.
The Circular contains further details regarding the consequences of the Relevant Distribution having been made otherwise than in accordance with the Act. The notice, which is contained in the Circular, convenes the general meeting of the Company for 9.30 a.m. on 7 March 2017 at Dunelm Store Support Centre, Watermead Business Park, Syston, Leicester, Leicestershire, LE7 1AD.
A copy of the Circular and the accompanying Form of Proxy have also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Morningstar.co.uk/uk/NSM. In addition, the Circular will be available to view on the Company's website (http://dunelm.production.investis.com/investor-relations/reports-and-presentations/2017.aspx).
Dunelm Group plc