BMC Birmingham City

 

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 
 
 MSCUUGPAUUPBGAA 
 

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