Doc re. Share Buy Back
28 10월 2003 - 2:00AM
UK Regulatory
RNS Number:3548R
First Artist Corporation PLC
27 October 2003
First Artist Corporation plc
("First Artist" or the "Company")
Share buy back and Takeover Panel 'Whitewash'
On 3 June 2003, the Company announced the resignation of Vinicio Fioranelli as
an executive director and employee of the Company, and its wholly-owned
subsidiary FIMO Sport Promotion AG, in order to pursue his own interests.
As part of the arrangements relating to the termination of his involvement with
the Group, Mr Fioranelli, who joined the Company in December 2001 when the
Company acquired FIMO, has offered to transfer up to 5,997,014 of the 8,567,164
Ordinary Shares held by him back to First Artist in consideration of, inter
alia, the entry into by First Artist of a settlement agreement pursuant to which
First Artist has, inter alia, agreed to waive the restrictive covenant
provisions contained in the service agreements entered into by Mr Fioranelli and
each of First Artist and FIMO dated 26 November 2001 and 1 January 2002
respectively. No cash consideration is to be paid to Mr. Fioranelli in
connection with the buy back.
The proposed buy back and cancellation by First Artist of Ordinary Shares from
Mr Fioranelli requires the approval of Shareholders in general meeting before it
can proceed.
Assuming implementation in full of the buy back, the percentage shareholding of
a concert party comprising Jon Smith and Phil Smith and his family trust,
("Concert Party") will increase from 35.2 per cent. to 39.6 per cent. and those
Shareholders who are not members of the Concert Party are accordingly also being
asked to approve a waiver of Rule 9 of the City Code on Takeovers and Mergers.
The Company has today sent a circular to its shareholders to seek the approval
of shareholders for the share buy back and the approval of a waiver of Rule 9 of
the City Code on Takeovers and Mergers.
An extraordinary general meeting of the Company has been convened for noon on 19
November 2003 at 222 Grays Inn Road, London WC1X 8XF.
Copies of the circular will be available, free of charge, from the offices of
Seymour Pierce Limited, Bucklersbury House, 3 Queen Victoria Street, London EC4N
8EL for at least one month.
This information is provided by RNS
The company news service from the London Stock Exchange
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