RNS Number:2044U
FII Group PLC
13 January 2004


FOR IMMEDIATE RELEASE                         13 January 2004

                                 Fii Group Plc

Fii Group Plc (the "Company") announces that at its annual general meeting held
on 31 December 2003 the resolutions adopting the Company's report and accounts
for the year to 31 May 2003 and the directors' remuneration report were not put
to the meeting. This was because the report and accounts will not be finally
signed off and be capable of being circulated to shareholders until the
fundamental uncertainty surrounding the funding of the agreement with the
Company's pension fund trustee has been resolved.

The Company, as announced on 23 October 2003, has reached agreement with the
pension fund trustee for a settlement which, inter alia, involves the payment of
#2.8 million to the pension fund together with the grant of an option over the
Company's enlarged share capital. This settlement was approved by the High Court
on 11 December 2003 and the Company has, in conjunction with its advisers
Beaumont Cornish and Hoodless Brennan, been pursuing an equity fund raising to
fund the cash element of the settlement. The pension fund trustees had agreed an
extension of the time needed to complete the settlement and the Company had
hoped to be in a position to announce the terms of a fund raising during the
course of this week which would have enabled the settlement with the pension
fund to be completed by mid February.

However the Company has been notified by Dr Justin Stewart and Mr Aidan Earley,
shareholders who own or have the backing of shareholders owning in aggregate
more than 25% of the Company's issued equity capital, that, prior to approving
the proposed equity fund raising, they and their colleagues wish the Board to
consider an alternative course of action involving funding the pension
compromise in a different manner, whereby shareholders (as a whole) would suffer
less dilution, and to appoint two additional directors to the Board. Given that
the fund raising proposals being pursued by the Board would have required the
passing of a special resolution (requiring a majority of more than 75%) to take
effect, the Board considered that it should explore the new proposal.

Accordingly, your Board is actively pursuing this alternative proposal (which
remains subject to due diligence and contract) and the pension fund trustee has
been informed. However, the Board cannot predict how the pension fund trustee,
which has been very supportive to date, will view the proposed changes to the
timing and manner of resolving the settlement.

At the Company's annual general meeting resolutions to re-elect Douglas Ware as
Executive Chairman and re-appoint Mazars as the Company's auditors were approved
as was a resolution granting the Board authority to issue shares for cash up to
a specified limit.

A resolution to re-appoint Gary Feast as a non-executive director was not passed
following a poll and consequently he is no longer a Board member although he
remains Company Secretary and a director of Fii Footwear Management Limited.

Dr Justin Stewart has been appointed to the Board as a non executive director.
Dr Stewart is a dental surgeon by profession and a director of Stewart Dental
Management Limited, a private company which services larger dentistry
organisations. In addition, Dr Stewart runs two property businesses, the first
dealing in property refurbishment in the UK, and the second in the purchase and
sale of overseas property in Spain and Cyprus. At the date of his appointment,
Dr Stewart had interests in 3,374,947 ordinary shares in the Company.

There is no further information to be disclosed in relation to Dr Stewart under
sections 6.F.2 (b) to (g) of the Listing Rules. A further announcement regarding
the alternative proposals to fund the pension compromise agreement will be made
as soon as possible.

For further information:       Douglas Ware, Chairman, FII Group PLC,
                               01604 593 600

                               Roland Cornish, Beaumont Cornish Limited,
                               020 7628 3396





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