Re Agreement
24 Oktober 2003 - 10:00AM
UK Regulatory
RNS Number:2450R
FII Group PLC
24 October 2003
ANNOUNCEMENT 24 October 2003
FII GROUP PLC ("the Company")
The Company is pleased to be able to report that the negotiations with the
Pension Fund Trustee Board, as referred to in our preliminary announcement of
unaudited results on 29 September 2003, have now been concluded.
The Company has entered into a conditional agreement (the "Compromise
Agreement") with Fii Group Pension Trustees Limited (the "Trustee") and Fii
Footwear Management Limited in relation to the debt which would otherwise fall
on the Group (under section 75 of the Pensions Act 1995) in the event of
insolvency and which would otherwise arise were the Company to pay the required
level of future contributions.
Following the grant by the High Court of leave for the Trustee to issue a
petition without naming defendants with immediacy, the Compromise Agreement
remains conditional inter alia on shareholder approval, the Company receiving
sufficient cleared funds to enable it to discharge its obligations to the
Trustee under the Compromise Agreement and the Court granting a further order
approving the entry into and carrying out by the Trustee of a compromise
substantially in the terms of the Compromise Agreement.
On satisfaction of the conditions set out above, the principal terms of the
Compromise Agreement provide for:
(a) the payment of #2.8 million to the Trustee by the Company;
(b) the sale by the Company to the Trustee of its entire shareholding in
Xtempus Limited for #1.00 (such shares are already written down to zero in the
Company's accounts);
(c) the grant of an option to the Trustee over 2.5 per cent. of the
Company's issued share capital (as enlarged following the issue of shares in
connection with the fund raising required by the Company for it to satisfy its
obligations); and
(d) the release of the Company and Fii Footwear Management Limited by the
Trustee of all claims, save those arising under the Compromise Agreement,
including those in relation to the Fii Group Pension & Life Assurance Scheme.
Provided that the Compromise Agreement becomes unconditional and can be
completed, the Board believes that the Group is well positioned to develop the
potential from its existing brands and to expand its range of products, with the
objective of delivering value to shareholders. When arrangements for the
fund-raising have been completed, a further announcement will be made and a
circular will be sent to shareholders as soon as possible thereafter, convening
the necessary Extraordinary General Meeting to approve the transaction, the
fund-raising and other matters.
For further information:
Douglas Ware, Fii Group PLC 01604 593 600
Roland Cornish, Beaumont Cornish Limited 020 7628 3396
This information is provided by RNS
The company news service from the London Stock Exchange
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