Feedback Regulatory News (FDBK)

28 Feb 2005 17:04

Feedback PLC28 February 2005 FEEDBACK PLC 28 FEBRUARY 2005 Feedback plc Extraordinary general meeting to be convened pursuant to section 142 Companies Act 1985 As the net assets of Feedback plc (the "Company") are presently less than halfof its called up share capital, the Directors are obliged by section 142 of theCompanies Act 1985 to convene an extraordinary general meeting ("EGM") of theCompany for the purpose of considering whether any, and if so what, steps shouldbe taken to deal with this situation. There has been a continuing diminution in the net assets of the Company inrecent years, as evidenced in the annual accounts for the year ended 31 March2004 and the interim results for the six months to 30 September 2004. This has arisen as a result of a combination of factors, including tradinglosses, necessary provisions made in respect of the Company's now closed definedbenefit scheme and a loss on the sale of the Company's former subsidiary,Teknical Limited. In addition, management accounts for the 4 months to January 2005 show thatthere has been a further diminution in assets since 30 September 2004 and afurther additional pension charge. As a result the Company's net assets have fallen to less than half of itscalled-up share capital. The Directors have been concerned about the financial position of the Companyand its subsidiaries (the "Group") and have referred to this, in particular, inthe interim statement to 30 September 2004 and at the annual general meetinglast year. Matters which have received attention are: (1) As announced on 24 February 2005, the Occupational Pensions RegulatoryAuthority has agreed to extend the period in which the shortfall in the pensionfund can be addressed. As a result of this the Company can reduce its annualcontributions to the pension scheme by over £600,000 to £521,400. (2) A loan of US$1,000,000 from Mr T Charlton, a former non-executivedirector, has been renegotiated, deferring repayment until 30 September 2009. (3) A long term solution depends upon a sustainable improvement in the levelof turnover and the associated cost structure. To achieve this, the board ofdirectors has undertaken a reorganisation of the sales function across theGroup, reorganised the internal reporting structure and reduced staff numbers.A review of the Group's property requirements and associated costs is at anadvanced stage, with the aim of providing the most appropriate facilities forthe Group's business whilst reducing costs. The circular convening the EGM to be held on Thursday 24th March 2005 at 11.00a.m. has today been posted to shareholders and copies are available from theCompany's registered office. Enquiries: David Sawyer 01892 653322 Chief Executive Feedback plc Philip Davies Charles Stanley & Co. Limited 020 7953 2457 This information is provided by RNS The company news service from the London Stock Exchange