Directorate Change
2006年8月5日 - 3:08AM
RNSを含む英国規制内ニュース (英語)
RNS Number:3070H
Orbis PLC
04 August 2006
Date: 4 August 2006
Contact: Michael Holmes, Chief Executive,
Orbis PLC 01895 465500
ORBIS PLC
RESIGNATION OF DIRECTOR
The Board of Orbis plc ("Orbis", "Company" or, together with its subsidiaries,
the "Group") (the "Board") announces that Mike Warriner is resigning as a
director with immediate effect and, in addition, Mike is ceasing his full time
executive responsibilities within the Group. As well as contributing to the
overall development of the Group, over the past thirteen years he has been
responsible for building the business in France and Northern Europe.
The Board is pleased to report that Mike has agreed to enter into a consultancy
arrangement for three years to provide strategic development advice, whereby the
Group will continue to benefit exclusively from his experience.
The consultancy agreement will be between Orbis Sitex Europe SAS, the group's
French holding company, and Avenir Conseils Gestion ("ACG"), a company whose
sole shareholder and President is Mr Warriner. The annual fees payable will be
121,500 euros, payable quarterly in advance. The agreement can be terminated in
the event of material breach, or by giving six months notice in the event Mr
Warriner ceases to be President of ACG or is unable to carry out the services
under the agreement. In addition to fees payable to ACG, Mike is due a
settlement payment in respect of 12 months salary, bonus and accrued employment
rights of 383,101 euros and a further payment to meet additional French
statutory employment rights of 171,741 euros, both to be settled immediately.
Michael Holmes, Chief Executive of Orbis, said: "We appreciate the contribution
Mike has made to the growth of the business, particularly in Europe, and are
pleased we will retain his expertise for the future".
The consultancy agreement falls within the definition of a related party
transaction under AIM Rule 13 and, with the exception of Mike Warriner who is
involved in the transaction as a related party, Orbis' directors consider,
having consulted with KPMG Corporate Finance, its nominated adviser, that the
terms of the transaction are fair and reasonable insofar as the shareholders are
concerned. In providing financial advice in relation to the terms of the
transaction, KPMG Corporate Finance has taken into account the Directors'
commercial assessment of the transaction.
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated
by the Financial Services Authority for investment business activities, is
acting for the Company as financial adviser in relation to the transaction and
is not acting for any other person in relation to such transaction. KPMG
Corporate Finance will not be responsible to anyone other than Company for
providing the protections afforded to its clients or for providing advice in
relation to the transaction.
- ENDS --
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