Elephant & Castle Group Inc. Announces Litigation Settled and Balance Sheet Strengthened.VANCOUVER, British Columbia--(BUSINESS WIRE)--Oct. 26, 1999-- Elephant & Castle Group Inc. (Nasdaq:PUBSF) (PCX (1) A bitmapped graphics file format that handles monochrome, 2-bit, 4-bit, 8-bit and 24-bit color and uses RLE to achieve compression ratios of approximately 1.1:1 to 1.5:1. Images with large blocks of solid colors compress best under the RLE method. See PC Paintbrush. :PUB) announced today that it had: -- Resolved its long outstanding litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. with Shilo Inns of Portland, Ore. -- Negotiated conversion of certain convertible notes into shares of the company's Common Stock -- Substantially resolved its outstanding tax case with Revenue Canada -- Executed a Security Agreement with GEIPPP II under terms previously announced. -- Successfully concluded its 1999 Annual General Meeting following settlement with a shareholder group. -- Elected its present Chief Executive Officer, Richard Bryant Richard Bryant may refer to:
President of the Company Bryant stated, "Today marks a watershed for the Company. The agreements reached will strengthen the Company's balance sheet, reduce its interest costs, bring certainty and closure to some very threatening past issues and allow management to focus on building the Company's brands and its profitability." He added, "I appreciate the responsibilities I am undertaking and I hope and expect to be a part of a significant turnaround in the fortunes of the Group." AGM AGM annual general meeting AGM n abbr (= annual general meeting) → AG f AGM n abbr (= annual general meeting) → JHV f Concluded The Company's adjourned AGM was concluded on Friday, 22 October. All of the management nominees were elected to serve an additional term of one year until the next AGM. A bid by a shareholder group for certain changes in the Board structure was resolved by settlement with such shareholder group pursuant to which, after the meeting, David Matheson Lead Vocalist of Moxy Früvous and The Ground Crew, formerly of By Divine Right, Head, and Change of Heart. Along with Maury Lafoy on upright bass, Matheson entertains audience members at tapings of the Royal Canadian Air Farce at the CBC's Canadian Broadcasting Centre in Toronto, Ontario and William McEwen are expected to be added to the Board of Directors. Matheson is a Chartered Accountant char·tered accountant n. Chiefly British Abbr. CA A member of one of the institutes of accountants granted a royal charter. and is Executive Vice-President and a Director of a Toronto Stock Exchange-listed public Canadian oil and gas company. McEwen is an independent entrepreneur and was previously a director of the Company for the period from 1993 to Aug. 24, 1999. Richard Bryant was elected President of the Company immediately following the AGM. Bryant was formerly Chief Financial Officer of the Company and has been serving as Chief Executive Officer since Aug. 2, 1999. Shilo Inns Settlement Bryant announced that the Company had resolved its longstanding litigation with Shilo Inns of Portland, Ore. The dispute revolved around two hotel restaurants the Company operated in Shilo Inn Facilities which were closed in 1995. The Company settled the case for a US$300,000 cash payment, US$100,000 in deferred payments and 150,000 shares of the Company's Common Stock. The Shilo settlement will result in a charge against earnings of approximately C$775,000 in the current quarter. Bryant stated that the litigation had been lengthy and very expensive, and he believed settlement was a far better course than continued costly litigation. Conversion of Convertible Notes Bryant also announced that the Company had made an arrangement with certain noteholders, pursuant to which such noteholders are converting a portion of their notes into the Company's Common Stock at a conversion price of US$1.00. He stated that this conversion will increase the Company's equity by approximately C$2.4MM and reduce its annual interest expense by in excess of C$350,000. Bryant said, "This arrangement is a very attractive one to both sides. The noteholders found the opportunity to convert a portion of their notes into equity at $1.00 per share was an attractive one for them, while on the Company's part, it is a very significant step in the path to stability and return to profitability." Tax Dispute Substantially Resolved A portion of a tax dispute that arose in 1989 has been resolved in the Company's favour. A recent court ruling on a similar case may impact the remainder of the disputed tax and the Company now estimates that the dispute can be fully resolved for C$125,000. The dispute has been carried by the Company as a contingent liability Contingent Liability 1. The possibility of an obligation to pay certain sums dependent on future events. 2. Defined obligations by a company that must be met, but the probability of payment is minimal. Notes: 1. of C$785,000. Bryant observed that while he was still optimistic op·ti·mist n. 1. One who usually expects a favorable outcome. 2. A believer in philosophical optimism. op that liability could be avoided, he was very pleased that the amount in dispute was now of much more modest proportions. Execution of Security Agreement A security agreement between the Company and GEIPPP II has been executed on the terms previously announced. This agreement, to grant security over substantially all of the Company's assets, was in exchange for a waiver of six months' interest, waiver of existing defaults and relaxation of certain financial covenants. Bryant said, "Critically, we have maintained our long-standing cooperative relationship with GEIPPPII. GEIPPPII is participating in the conversion of the subordinated Notes, and we have reason to believe, will be supportive of the Company's future efforts to build its brand identities." Elephant & Castle(R) Group Inc. is the largest operator of authentic British-style pubs with 20 locations throughout North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. . In addition, the company owns and operates the Southwestern-theme restaurant concept called Alamo Alamo Eighteenth-century mission in San Antonio, Texas, site of a historic siege of a small group of Texans by a Mexican army (1836) during the Texas war for independence from Mexico. Grill(TM), currently located at the mall of America Mall of America (also MOA, MoA, or the Megamall) is a shopping mall located in the Twin Cities suburb of Bloomington, Minnesota. It is just southeast of the junction of Interstate 494 and Minnesota State Highway 77, and is across the interstate from the in Bloomington, Minn., and Franklin Mills Franklin Mills is an enclosed shopping mall located in northeast Philadelphia, Pennsylvania, bordering Bensalem in Bucks County and 15 miles outside Center City.[1] Mall in Philadelphia, Pa. These two brands are franchised throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and Canada. Elephant & Castle Group Inc. also has a joint venture agreement with Rainforest Cafe Rainforest Cafe is a themed restaurant chain owned by Landry's Restaurants, Inc. of Houston, Texas. It was founded and created by entrepreneur Steven Schussler. Description Inc. (Nasdaq:RAIN) to develop, own and operate the Rainforest Cafe restaurant and retail facilities in Canada. This news release (as well as information included in oral statements or other written statements made or to be made by the Company) may contain forward-looking statements, such as statements relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc future expansion, that involve risks and uncertainties relating to future events. Actual events or the Company's results may differ materially from the results discussed in the forward-looking statement. The Company does not expect to update forward-looking statements continually as conditions change. These risks and uncertainties include, but are not limited to, those relating to competition, fluctuations and changes in consumer preferences and attitudes, intellectual property protection, development and construction activities. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements contained in the company's Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. filed with the Securities and Exchange Commission for the fiscal year ended December 28, 1998. |
|
||||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion