EKF Diagnostics Holdings PLC Cancellation of escrow shares PDMR dealing/buyback (5958S)
October 03 2017 - 9:44AM
UK Regulatory
TIDMEKF
RNS Number : 5958S
EKF Diagnostics Holdings PLC
03 October 2017
EKF Diagnostics Holdings plc
("EKF", the "Company")
Cancellation of escrow shares in connection with the acquisition
of Selah Genomics, Inc. ("Selah") and PDMR dealing/transaction in
own shares
EKF Diagnostics Holdings plc (AIM: EKF), the AIM listed medical
diagnostics business, announces an update to its prior announcement
on 6 November 2015 in relation to the settlement agreement reached
with the majority of the former shareholders of Selah.
Background
On 6 November 2015 the Company announced that following its
acquisition of Selah on 20 March 2014 it had entered into an
agreement with the majority of the former shareholders of Selah
(the "Majority Shareholders") under which, amongst other things,
the Majority Shareholders released to EKF certain shares in EKF
that had been issued as part of the consideration for Selah but
held in escrow (the "Escrow Shares")(the "Agreement"). The Company
subsequently announced the sale of Selah on 23 December 2015.
Cancellation
In the announcement on 6 November 2016 EKF announced its
intention to sell or cancel 5,630,032 of the shares held in the
escrow account. The remainder of the 205,561 shares in the escrow
account were to be released to those shareholders in Selah who did
not enter into the Agreement. In order to compensate EKF in respect
of these shares, the four largest Majority Shareholders also agreed
collectively to either sell 205,561 shares in EKF held by them (the
"Compensation Shares") and transfer the net proceeds of sale to EKF
or return them to the Company, free of payment, for
cancellation.
The Company will now cancel the 5,630,032 Escrow Shares (the
"Cancellation"). At the same time, the Company is also in the
process of arranging for the Compensation Shares to be transferred
to it for cancellation and it is envisaged that this will take
place over the next few weeks. Further announcements will be made
at the appropriate time.
PDMR dealing/transaction in own shares
As part of the Cancellation and the subsequent cancellation of
the Compensation Shares, EKF announces that on 3 October 2017 it
acquired 1,000,000 ordinary shares at a price of 24 pence per share
(the "Buyback") from Harwood Capital LLP ("Harwood") as investment
manager to Oryx International Growth Fund Limited ("Oryx").
Christopher Mills, the Company's Non-Executive Chairman, is a
partner and Chief Investment Officer of Harwood and a director and
shareholder in Oryx.
Following completion of the Cancellation and the Buyback Oryx's
interest is now in 39,000,000 Ordinary Shares, representing 8.52%
of the Company's issued share capital. The interests of North
Atlantic Smaller Companies Investment Trust PLC ("NAIT"), whose
investment adviser is Harwood, remains as previously disclosed in
98,000,000 Ordinary Shares, representing 21.41% of the Company's
issued share capital. Mr Mills is also a director and shareholder
in NAIT.
Given the previous level of NAIT's and Oryx's interests, the
Buyback was carried out so as to ensure that following the
Cancellation and the cancellation of the Compensation Shares, the
total indirect beneficial interest of Mr Mills remains below 30 per
cent. of the reduced share capital of the Company carrying voting
rights. Mr Mill's total indirect beneficial interest is therefore
now in 137,000,000 Ordinary Shares, representing 29.94% of the
Company's current issued share capital.
Total voting rights
Following the Cancellation and the Buyback, the Company has a
total of 458,632,749 ordinary shares in issue, of which 1,000,000
ordinary shares are held in treasury pending cancellation.
Therefore the issued share capital of the Company carrying voting
rights is 457,632,749, which may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change in their
interest in, the share capital of the Company under the FCA's
Disclosure and Transparency Rules.
EKF Diagnostics Holdings plc www.ekfdiagnostics.com
Christopher Mills, Non-Executive Tel: 029 2071 0570
Chairman
Julian Baines, CEO
Richard Evans, FD & COO
N+1 Singer (Nomad & Broker) Tel: 020 7496 3000
Alex Price / Shaun Dobson
Walbrook PR Limited Tel: 020 7933 8780 or ekf@walbrookpr.com
Paul McManus / Lianne Cawthorne Mob: 07980 541 893 / 07584 391 303
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1 Details of the person discharging managerial
responsibilities / person closely associated
--- -----------------------------------------------------------------
a) Name Harwood Capital LLP, as investment
manager to Oryx International
Growth Fund Limited ("Oryx")
--- ------------------------- --------------------------------------
2 Reason for the notification
--- -----------------------------------------------------------------
a) Position/status Christopher Mills, the Company's
Non-Executive Chairman, is a partner
and Chief Investment Officer of
Harwood Capital LLP and a director
and shareholder in Oryx
--- ------------------------- --------------------------------------
b) Initial notification Initial Notification
/Amendment
--- ------------------------- --------------------------------------
3 Details of the issuer, emission allowance market
participant, auction platform, auctioneer or
auction monitor
--- -----------------------------------------------------------------
a) Name EKF Diagnostics Holdings plc
--- ------------------------- --------------------------------------
b) LEI 213800DXTF3EAUK1AR05
--- ------------------------- --------------------------------------
4 Details of the transaction(s): section to be
repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted
--- -----------------------------------------------------------------
a) Description of Ordinary shares of 1p each ("Ordinary
the financial Shares")
instrument, type
of instrument
ISIN Code: GB0031509804
Identification
code
--- ------------------------- --------------------------------------
b) Nature of the Sale of shares
transaction
--- ------------------------- --------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
--------- ----------
24p 1,000,000
--------- ----------
--- ------------------------- --------------------------------------
d) Aggregated information n/a
- Aggregated volume
- Price
--- ------------------------- --------------------------------------
e) Date of the transaction 3 October 2017
--- ------------------------- --------------------------------------
f) Place of the transaction London Stock Exchange
--- ------------------------- --------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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