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Settlement Agreement and Notice of final results

10 May 2018 07:02

RNS Number : 5881N
Sprue Aegis plc
10 May 2018
 

Sprue Aegis plc

("Sprue" or the "Company")

Settlement Agreement

and

Notice of final results

Further to its announcements on 31 March 2017, 23 March 2018 and 19 April 2018, Sprue (AIM:SPRP), one of Europe's leading developers and suppliers of home safety products, is pleased to announce that it and its wholly-owned subsidiary, Sprue Safety Products Limited, have reached agreement with BRK Brands, Inc, BRK Brands Europe Limited, Jarden LLC and Detector Technology Limited (together referred to as "BRK") which will result in the orderly termination of the Distribution Agreement dated 7 April 2010 which was extended by both parties for a further three years from 1 April 2015 (the "DA"), the Manufacturing and Supply Agreement dated 1 August 2008 (the "MA"), and all other related issues between these parties.

In summary, and in consideration for a full and final settlement of all matters between the parties, it has been agreed that:

· BRK will purchase from Sprue all BRK inventory manufactured from 1 January 2017 for £1.02 million to be paid by way of deduction from payments due by Sprue to BRK under the terms of the DA, save for 3,097 units required by Sprue for its ongoing warranty purposes;

· Sprue will provide warranty support to its customers on all BRK products manufactured before 1 April 2018 and provide transitional support to ensure an orderly handover as part of the settlement agreement;

· Sprue will dispose of all BRK inventory manufactured before 1 January 2017 at its own cost, save for 4,857 units required by Sprue for its ongoing warranty purposes;

· BRK approves the sale by Sprue of excess stock of Sprue's CO products using BRK's brands valued at approximately £300,000 for a period of 6 months;

· Sprue grants BRK a 12 month non-exclusive licence for its relevant intellectual property, including registered patents and design registration; and

· Sprue will pay the outstanding balance of payments, amounting to a total of £10,972,484.88 and $71,071, owed to BRK under the terms of the DA and the MA in monthly instalments by 24 December 2018.

Graham Whitworth, Executive Chairman of Sprue, commented:

"I am pleased to announce that we have reached agreement with BRK following the termination of the DA and MA, which deals with all outstanding matters and enables us both to move on with our respective businesses without the risk of legal claims."

Publication of audited results

The Company expects to announce its audited final results for the year ended 31 December 2017 on 15 May 2018.

As a result of the settlement agreement reached with BRK, details of which are set out above, in its audited final results for the year ended 31 December 2017, the Company intends to book a £3.8 million exceptional charge as part of cost of sales (2016: £0.2m exceptional restructuring charge in administrative expenses) which includes £3.4 million to write down the book value of the remaining BRK inventory as at 30 April 2018 to £nil (as the Company will no longer be selling BRK inventory), provisions of £0.2 million to cover the disposal (scrappage) costs of the BRK inventory manufactured before 1 January 2017 (referred to in bullet 3 above) and £0.2 million to cover the Group's legal and professional fees incurred since 22 March 2018 in respect of the dispute with BRK.

Further to its announcement released on 19 April 2018, the Company announces that the £3.0 million which was drawn down to increase its available short term cash resources under the 3 year revolving credit facility with HSBC Bank plc has been repaid in full to HSBC as it was not required during the 30 day draw down period.

For further information, please contact:

 

Sprue Aegis plc

02477 717700

Graham Whitworth, Executive Chairman

Neil Smith, Group Chief Executive

 

Stockdale Securities

020 7601 6100

Tom Griffiths

Vigo Communications

Jeremy Garcia / Fiona Henson

 

020 7830 9700

 

Notes to Editors

About Sprue Aegis plc

Sprue is one of the leaders in the European home safety products market and its range of products can be connected over the internet including smoke alarms, CO alarms and accessories.

The Group has its own extensive portfolio of patented intellectual property in Europe, the US and other selected territories. Products are sold under Sprue's leading brands of FireAngel and AngelEye.

Sprue's mission is to protect, save and improve its customers' lives by making innovative, leading edge technology simple and accessible. For further product information, please visit: www.sprue.com 

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCSSIEFUFASELI
Date   Source Headline
12th Sep 20187:00 amRNSPartner Agreement
28th Aug 20187:00 amRNSDirector/PDMR Shareholding
13th Aug 20187:00 amRNSLaunch of FireAngel Connect products
6th Aug 20187:00 amRNSTrading Statement
9th Jul 20187:00 amRNSDirector Share Purchase
28th Jun 201812:31 pmRNSChange of Name
28th Jun 201812:30 pmRNSResult of AGM
28th Jun 20187:00 amRNSAGM Statement
1st Jun 20187:00 amRNSDirectorate Change and Board Update
1st Jun 20187:00 amRNSPosting of Annual Report and Notice of AGM
15th May 20187:00 amRNSFinal Results for the year ended 31 December 2017
10th May 20187:02 amRNSSettlement Agreement and Notice of final results
24th Apr 20187:00 amRNSHolding(s) in Company
19th Apr 20187:00 amRNSUpdate re DA Termination, Notice of Results & RCF
26th Mar 20182:49 pmRNSHolding(s) in Company
23rd Mar 20187:00 amRNSDA Termination Notice and Update re final results
12th Mar 201812:51 pmRNSHolding(s) in Company
5th Mar 20183:30 pmRNSDirectorate Change
21st Feb 20187:00 amRNSLaunch of FireAngel PredictT
30th Jan 20187:00 amRNSTrading Statement
22nd Jan 20182:40 pmRNSHolding(s) in Company
15th Dec 201711:36 amRNSHolding(s) in Company
23rd Nov 20179:00 amRNSInvestor Site Visit
18th Oct 20177:00 amRNSSprue launches Check the Date campaign
10th Oct 20177:00 amRNSIssue of Equity
25th Sep 20177:00 amRNSHalf-year Report
11th Sep 20177:00 amRNSSprue launches 2017's Project SHOUT campaign
7th Sep 20177:00 amRNSNew Product Launch
31st Jul 20177:00 amRNSTrading Statement
15th Jun 201712:08 pmRNSResult of AGM
15th Jun 20177:00 amRNSAGM Statement
23rd May 20177:00 amRNSPosting of Annual Report and Notice of AGM
4th Apr 201711:26 amRNSHolding(s) in Company
4th Apr 20177:00 amRNSFinal Results
31st Mar 20177:00 amRNSBoard Change
31st Mar 20177:00 amRNSDistribution and Manufacturing Agreements update
16th Mar 20177:00 amRNSNotice of Results and Investor Presentation
24th Jan 20177:00 amRNSTrading update
1st Nov 20167:00 amRNSUpdate
21st Sep 20168:51 amRNSHolding(s) in Company
19th Sep 20167:00 amRNSHalf-year Report
19th Sep 20167:00 amRNSAcquisition
31st Aug 20165:14 pmRNSHolding(s) in Company
22nd Jul 20167:00 amRNSTrading Update
30th Jun 20169:49 amRNSWarranty claim against third party manufacturer
30th Jun 20167:00 amRNSAGM Statement
6th Jun 201611:25 amRNSPublication of 2015 Annual Report & Accounts
6th May 20167:00 amRNSHolding(s) in Company
4th May 20167:00 amRNSProduct Testing Completed
26th Apr 20167:00 amRNSAudited Final Results

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