CSS Stellar PLC
24 April 2006
CSS Stellar plc
Related party transaction
24 April 2006
CSS Stellar plc ('CSS' or the 'Company') today gives notification that it has
entered into a deed of indemnity with Sean Kelly, the Chief Executive of the
Company (the 'Indemnity'). The Indemnity is in line with those adopted by many
leading companies and accord with the provisions of the current legislation and
the Company's articles of association. The terms of the Indemnity involve the
Company, to the extent permitted by law, in indemnifying and holding the
relevant individual harmless against any liability of such person arising out of
the actual or purported exercise of (or failure to exercise or alleged failure
to exercise) any of his powers, duties or responsibilities as director or
officer of any group company of CSS. The Company believes that the Indemnity is
required to provide the beneficiary with an element of protection against
unforeseen personal legal action when carrying out his duties in the best
interests of the Company and supplement the Company's existing Directors' and
Officers' insurance.
Notwithstanding that there is no quantifiable additional cost to the Company of
its implementation and that it is not currently expected that any claim under
the Indemnity will arise, the Indemnity represents a substantial transaction for
the purposes of rule 12 of the AIM rules of the London Stock Exchange because
the terms of the Indemnity granted to Mr Kelly are unlimited.
The Indemnity constitutes a related party transaction for the purposes of the
rule 13 of the Aim rules of the London Stock Exchange as it is between the
Company and a director. Mr Kelly has not accrued any quantifiable benefit as a
result of entering into the Indemnity.
The Indemnity was approved by way of a board resolution, from which Mr Kelly
abstained from voting. With the exception of Mr Kelly, the directors of the
Company consider, having consulted with the Company's nominated advisor, that
the terms of the Indemnity are fair and reasonable insofar as its shareholders
are concerned.
In accordance with the Companies Act 1985 (as amended), copies of the Indemnity
will be available for inspection at the next annual general meeting of the
Company.
For further information contact:
CSS Stellar plc Tel: 020 7078 1400
Peter Owen
Mark Ireland (Company Secretary)
This information is provided by RNS
The company news service from the London Stock Exchange BAF