TIDMEKF
RNS Number : 0653Z
EKF Diagnostics Holdings PLC
19 May 2021
EKF Diagnostics Holdings plc
("EKF", the "Company" or the "Group")
Board Changes and Executive Performance Bonus
Further to the Company's AGM statement announced separately
today, EKF Diagnostics Holdings plc (AIM: EKF), the AIM-listed
point-of-care business, provides a further update regarding its
forthcoming changes to the board of directors of the Company (the
"Board") and its planned, final performance related payments to the
Company's Chief Executive Officer and Finance Director (the
"Executive Directors").
Board changes
Julian Baines, Chief Executive Officer, has notified the Board
of his intention to step down from his current position with effect
from 1 October 2021. Julian has served the Company in this role
since 2009 and the Board is pleased to confirm that he will remain
on the Board and become Non-executive Deputy Chairman. In his new
role, Julian will focus on delivering further value from the
Company's relationship with Mount Sinai Innovation Partners
("MSIP"). In the period to 1 October, Julian will be supporting his
successor, Mike Salter, the current head of the Group's US
operations, who will assume the role of Chief Executive Officer of
EKF from the same date. Further details on Mike Salter's background
are included below.
Adam Reynolds, Non-executive Director, has informed the Company
that he will not be standing for re-election to the Board at the
upcoming AGM and will therefore step down from his position on 19
May 2021. Adam has served on the Board since the Company's
inception as EKF in 2009.
Richard Evans, Chief Operating Officer and Finance Director, has
notified the Board that he intends to step down from his position
at the end of June 2022. Richard will continue in his position and
maintain his current responsibilities to assist Mike Salter in his
transition to Chief Executive Officer and also to facilitate an
orderly handover once the Company has selected a suitably
experienced replacement.
Board appointments
The Company is pleased to announce the appointments of David
Michael ("Mike") Salter as Chief Executive Officer designate and
Christian ("Chris") Alexander Rigg as a Non-executive Director. The
appointments of Mike Salter and Chris Rigg are effective from 1
October 2021 and 1 July 2021 respectively.
Mike Salter is the President of EKF Diagnostics' American
business where he is responsible for all USA facilities including
sales, operations and Regulatory Affairs, and also has a particular
focus on EKF Life Sciences in Elkhart, Indiana. Previously, Mike
worked at GE Healthcare where he was General Manager for the Custom
Molecular Reagent Business within GE Life Sciences. Mike has over
35 years of experience in the Life Science and Diagnostics
Industry, 33 of which were spent with GE and Amersham in a variety
of positions in the UK, Canada and USA. Since joining EKF in
October 2017, Mike has been responsible for overseeing the growth
of EKF's Diabetes and Haematology business in the US and, by
leveraging his business network he has secured licensing
agreements, built production capacity and secured orders for the
COVID-19 sample collection kit business. Mike has been a passionate
leader of EKF's US team and has been instrumental in securing many
of the Company's largest US contracts and growth opportunities.
Chris Rigg has significant executive experience at both public
and private companies. He is currently the Chief Executive Officer
of Mandata Holdings Limited and a Non-executive Director of the
main market listed Sportech plc. Chris previously held the
positions of Chief Financial Officer and latterly Chief Executive
Officer at Quantum Pharma plc, which, under his stewardship, was
refinanced and implemented a new strategy facilitating growth and
leading to its acquisition by Clinigen Group plc for an enterprise
value of GBP160 million.
Chris Rigg is also a chartered accountant and will join the
audit committee of the Board.
Christopher Mills, Chairman of EKF, said:
"We are grateful to Julian for his execution as CEO and also
pleased that he will continue to serve on the Board to help
progress additional opportunities through our relationship with
MSIP, which has delivered superior returns to shareholders over and
above that delivered by the EKF business itself.
"In Mike Salter we have a very strong successor to step into the
CEO role, as he has been pivotal to our success in the US and holds
key relationships there and internationally to support the
implementation of our growth strategy, 'EKF 2024'.
"Similar thanks must go to Richard Evans for his many years of
service alongside Julian, and we are grateful for his time between
now and his stepping down next May to ensure continuity, support
for the new CEO and his own successor in due course.
"Finally we also thank Adam Reynolds for his contribution since
2009, and look forward to welcoming Chris Rigg in the summer. Chris
will make a strong impact given his track record and the strategic,
financial and operational skillset he brings.
"Overall this is a very exciting time for EKF and both the
growth plan and Board evolution have many merits. We look forward
to working together on this next phase of our growth."
Executive performance bonus
Further to the announcement on 10 March 2021, and reflecting the
very considerable value creation for shareholders during the
operation of the Incentive (defined below), EKF's Remuneration
Committee ("RemCo") has determined that it is appropriate that the
Executive Directors receive an equal and final performance-related
payment of approximately GBP2 million each (the "Bonus").
The Company currently operates a cash-settled, share based
incentive (the "Incentive") for the Company's Executive Directors,
which is designed to pay out in the event that the Company is
acquired by a third party (an "Exit"). In in the absence of any
other performance-related pay mechanism, the Board has decided to
substitute value creation for an Exit as the relevant trigger for
this final payment. The Bonus represents a 17.6 pence increase over
the baseline share price as reset in March 2021 to 33.4 pence,
meaning that the Incentive will have paid out value up to a
theoretical 'Exit' price of 51.0p.
The total performance in EKF's share price since the inception
of the Incentive (on 2 June 2016) represents a gain of 56.45 pence
per share, and the further value created from the MSIP relationship
is equivalent to 54.85 pence per EKF share(1) , as disclosed in the
AGM Statement issued today. The total payments made under the
Incentive arrangement to the Executive Directors (including the
Bonus described in this announcement) represents a modest 1.88
pence per EKF share, based on the current shares in issue, or less
than 2 per cent. of the total value created.
Following payment of the Bonus, RemCo intends to terminate the
Incentive arrangement and put in place a new remuneration scheme to
incentivise Mike Salter and others. Details of the new incentive
arrangements will be disclosed in due course.
As at 31 December 2020, the Company had net cash of
approximately GBP21.4 million. The Company holds 1,002,981 shares
in Renalytix AI plc securities which had a fair value of
approximately GBP10.38 million, based on the closing mid-market
price on the same date. In addition, EKF holds 2,677,981 shares in
Verici Dx plc. The Company therefore remains very well capitalised
to execute its plans and continues to generate strong operating and
net cashflows.
Related party transaction
The Bonus is considered to represent a related party transaction
under the AIM Rules for Companies. The Non-executive Directors,
having consulted with N+1 Singer as the Company's nominated
adviser, consider the terms of the Bonus to be fair and reasonable
in so far as shareholders are concerned.
1) Assuming an investor held their EKF shares throughout the
relevant period and their original RENX distribution shares in
order to receive the full entitlement to VRCI shares, and uses the
EKF investment cost price for valuing TRLS.
EKF Diagnostics Holdings plc www.ekfdiagnostics.com
Christopher Mills, Non-executive Chairman Tel: +44 (0) 29 2071 0570
Julian Baines, CEO
Richard Evans, FD & COO
N+1 Singer Tel: 020 7496 3000
Aubrey Powell / George Tzimas / Tom
Salvesen
Walbrook PR Limited Tel: +44 (0) 20 7933 8780 or ekf@walbrookpr.com
Paul McManus / Lianne Cawthorne Mob: +44 (0) 7980 541 893 / +44 (0) 7584
391 303
About EKF Diagnostics Holdings plc ( www.ekfdiagnostics.com
)
EKF is a leading point-of-care diagnostics and central
laboratory assay manufacturer with an estimated 80,000 hemoglobin,
hematocrit, HbA1c, glucose and lactate analysers in regular use
across more than 100 countries. EKF specialises in developing tests
for use in anemia and diabetes diagnosis and management, as well as
providing a portfolio of reagents for use in clinical chemistry
analysers.
EKF specialises in the development, production and worldwide
distribution of point-of-care analyzers and clinical chemistry
reagents for use in hospital and research laboratories, doctor's
offices, blood banks and for in-field anaemia screening programmes.
EKF is also a bulk manufacturer of enzymes and has custom
manufacturing facilities in the USA for a variety of life science
products.
Additional Disclosures Required under the AIM Rules for
Companies
Mike Salter
David Michael Salter (aged 59) has held the following
directorship or partnerships in the past five years:
Current directorships and partnerships:
Trellus Health Limited
EKF Diagnostics Inc. (Delaware)
EKF Diagnostics Inc. (Florida)
EKF Diagnostics Inc. (Texas)
EKF Diagnostics Inc. (Louisiana)
Previous directorships and partnerships held in the past five
years:
None]
Mike Salter currently holds 125,000 ordinary shares in the
Company.
Chris Rigg
Christian Alexander Rigg (aged 46) has held the following
directorship or partnerships in the past five years:
Current directorships and partnerships:
Sportech PLC*
Mandata holdings Limited
Mandata Group Limited
Mandata (Management and data services) Limited
Branall Limited
Stirling Solutions Limited
Stirling Maintenance Services Limited
DS Spring TOPCO Limited
Mandata Network Limited
* As announced separately today Chris Rigg will step down from
his role as a non-executive director of Sportech PLC with effect
from the end of May, 2021
Previous directorships and partnerships held in the past five
years:
Quantum Pharma Group Limited
Quantum Pharmaceutical Limited
Nupharm Group Limited
Nupharm Laboratories Limited
Quantum Pharma Holdings Limited
Quantum Pharma 2014 Limited
Quantum Specials Limited
Quantum Specials Trustees Limited
Clinigen Group PLC
Lamda Pharma Limited
U L Medicines Limited
Colonis Pharma Limited
Pern Consumer Products Limited
Protomed Limited
Lamda (Uk) Limited
Pharmacy Prime Limited
Protohealth Limited
Fairstone Capital Investment Limited
Fairstone Group Limited
Fairstone Holdings Limited
Ridge Pharma Limited
Redcentric PLC
Fairstone Mortgage Solutions Limited
Fairstone Private Wealth Limited
Fairstone Financial Management Limited
Fairstone Financial Management Limited
Healthnet Homecare (UK) Limited
Chris Rigg does not hold any ordinary shares in the Company.
Chris Rigg was a director of Nupharm Laboratories Limited, which
went into administration 27 April 2017. Following his resignation,
Nupharm Laboratories subsequently entered into liquidation on 9 May
2018.
Save as disclosed above, there is no further information to be
disclosed in respect of the above appointments pursuant to Rule 17
and Schedule 2 paragraph (g) of the AIM Rules for Companies.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCLVLLFFELLBBF
(END) Dow Jones Newswires
May 19, 2021 02:01 ET (06:01 GMT)
Ekf Diagnostics (LSE:EKF)
Historical Stock Chart
From Mar 2024 to Apr 2024
Ekf Diagnostics (LSE:EKF)
Historical Stock Chart
From Apr 2023 to Apr 2024
