Update re Directors
06 October 2009 - 2:55AM
UK Regulatory
TIDMBMC
RNS Number : 2657A
Birmingham City PLC
05 October 2009
Birmingham City plc ("Birmingham City" or the "Company")
Compromise Agreements
Further to the announcements made on 16 September 2009 and 28 September 2009,
the Board of Birmingham City can confirm that Karren Brady, Managing Director,
and Roger Bannister, Finance Director, will be leaving the Company if the offer
by Grandtop International Holdings Limited (the "Offer") becomes or is declared
wholly unconditional.
The Board has entered into compromise agreements (the "Compromise Agreements")
with Karren Brady and Roger Bannister which outline the terms under which their
employment at Birmingham City will cease if and when the Offer becomes or is
declared wholly unconditional. The key terms of the Compromise Agreements are
summarised below.
Karren Brady will receive all of the benefits to which she is contractually
entitled as outlined in the circular to shareholders dated 28 September 2009
(the "Circular"). In addition, the Board has agreed that she will not be
required to serve her 12 month notice period. In lieu of notice, she will
receive 12 months' salary, being GBP179,372, and will still be entitled to a
bonus of GBP260,000 Premier League should Birmingham City Football Club retain
its place in the Premier League for the 2010/11 season. She will also be
released from any restrictive covenants in her service agreement which might
otherwise have applied during the 12 months following the termination of her
employment.
Roger Bannister will receive all of the benefits to which he is contractually
entitled as outlined in the circular to shareholders dated 28 September 2009
(the "Circular"). In addition, the Board has agreed that he will not be required
to serve his 12 month notice period. In lieu of notice, he will receive 12
months' salary, being GBP68,612, and for a period of 12 months he will continue
to receive a company car allowance, private health insurance and continued use
of two tickets in the directors' box at St Andrews. He will also be released
from any restrictive covenants in his service agreement which might otherwise
have applied during the 12 months following the termination of his employment.
Copies of the Compromise Agreements will be available for inspection during
normal business hours on any weekday at the offices of HBJ Gateley Wareing LLP,
2 Fleet Place Holborn Viaduct, London, EC4M 7RF during the Offer Period.
Enquiries:
+------------------------------------+------------------------------------+
| Shore Capital and Corporate | 020 7408 4090 |
| Limited | |
| Graham Shore | |
| Stephane Auton | |
+------------------------------------+------------------------------------+
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any
person is, or becomes 'interested' (directly or indirectly) in 1% or more of any
class of 'relevant securities' of the Company, all 'dealings' in any 'relevant
securities' of that company (including by means of an option in respect of, or a
derivative referenced to, any such 'relevant securities') must be publicly
disclosed by no later than 3.30pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the 'offer period'
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an 'interest' in 'relevant
securities' of the Company, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of the Company by an offeror or the Company, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
http://www.thetakeoverpanel.org.uk/.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial advisor authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.
Shore Capital and Corporate Limited is acting for the Company and for no-one
else in connection with the matters referred to herein and will not regard any
other person as its client nor be responsible to anyone other than the Company
for providing the protections afforded to clients of Shore Capital and Corporate
Limited nor for providing advice in relation to any matter referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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