Primorus Inv. Regulatory News (PRIM)

24 Apr 2006 14:27

CSS Stellar PLC24 April 2006 CSS Stellar plcRelated party transaction24 April 2006 CSS Stellar plc ("CSS" or the "Company") today gives notification that it hasentered into a deed of indemnity with Sean Kelly, the Chief Executive of theCompany (the "Indemnity"). The Indemnity is in line with those adopted by manyleading companies and accord with the provisions of the current legislation andthe Company's articles of association. The terms of the Indemnity involve theCompany, to the extent permitted by law, in indemnifying and holding therelevant individual harmless against any liability of such person arising out ofthe actual or purported exercise of (or failure to exercise or alleged failureto exercise) any of his powers, duties or responsibilities as director orofficer of any group company of CSS. The Company believes that the Indemnity isrequired to provide the beneficiary with an element of protection againstunforeseen personal legal action when carrying out his duties in the bestinterests of the Company and supplement the Company's existing Directors' andOfficers' insurance. Notwithstanding that there is no quantifiable additional cost to the Company ofits implementation and that it is not currently expected that any claim underthe Indemnity will arise, the Indemnity represents a substantial transaction forthe purposes of rule 12 of the AIM rules of the London Stock Exchange becausethe terms of the Indemnity granted to Mr Kelly are unlimited. The Indemnity constitutes a related party transaction for the purposes of therule 13 of the Aim rules of the London Stock Exchange as it is between theCompany and a director. Mr Kelly has not accrued any quantifiable benefit as aresult of entering into the Indemnity. The Indemnity was approved by way of a board resolution, from which Mr Kellyabstained from voting. With the exception of Mr Kelly, the directors of theCompany consider, having consulted with the Company's nominated advisor, thatthe terms of the Indemnity are fair and reasonable insofar as its shareholdersare concerned. In accordance with the Companies Act 1985 (as amended), copies of the Indemnitywill be available for inspection at the next annual general meeting of theCompany. For further information contact: CSS Stellar plc Tel: 020 7078 1400Peter OwenMark Ireland (Company Secretary) This information is provided by RNS The company news service from the London Stock Exchange