Change of directors & advisor

RNS Number : 7219Q

Corero PLC

09 August 2010

 

9 August 2010

Corero PLC

 ("Corero" or "the Company")

Appointment of Directors

Change of Advisor

Total Voting Rights

The Directors of Corero announce that, further to the passing of all resolutions at the Company's General Meeting and CULS Meeting held on 6 August 2010, the admission of 30,444,444 new ordinary shares to trading on AIM has become effective.

Andrew Douglas Miller (aged 46) and Jens Peter Montanana (aged 49) therefore join the Board as executive director and non-executive director respectively, whilst Mark Robertson resigned from the Board on 6 August 2010. Further disclosures required pursuant to Schedule 2(g) of the AIM Rules for Companies in respect of Andrew Miller and Jens Montanana are set out below.

Corero also announce the appointment of finnCap Ltd ("finnCap") as Nominated Adviser and Broker with immediate effect.

Words and expressions defined in the Company's circular to Shareholders dated 14 July 2010 have the same meaning in this announcement

As a consequence of passing of the Proposals and Admission as detailed above, the Company's issued capital will now comprise 31,963,434 ordinary shares of 1p each. There are no ordinary shares held in Treasury. Therefore the total number of voting rights on completion of the Proposals will be 31,963,434.

The above figure of 31,963,434 may be used by shareholders in the Company 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 FSA's Disclosure and Transparency Rules.

Enquiries:

Corero plc
Peter Waller, Chairman Andrew Miller, Executive Director	Tel: [phone]
finnCap
Sarah Wharry / Henrik Persson (corporate finance) Tom Jenkins / Simon Starr (corporate broking)	Tel: [phone]
College Hill
Matthew Smallwood/Adrian Duffield	Tel: [phone]

Disclosures required pursuant to Schedule 2(g) of the AIM Rules for Companies in respect of Andrew Miller and Jens Montanana:

Director	Current directorships	Past directorships
Andrew Miller	None	Active Symbols, Inc. Computech Resources Inc. Eyealike, Inc. Infrastructure Applications Limited Logicalis Computing Solutions Finance Limited Logicalis Computing Solutions Limited Logicalis Group Limited Logicalis Limited Logicalis UK Limited Logicalis Uruguay SA Logicalis US Holdings, Inc. Logicalis, Inc. Promon Logicalis Latin America Limited Satelcom Limited TBC Group Limited TBC Limited
Jens Montanana	ActiveSymbols, Inc Analysys Consulting Limited Analysys Limited Analysys Mason Group Limited Analysys Research Limited Catalyst IT Partners Limited Computec Resources, Inc Comstor Belgium NV Comstor Group Limited Comstor Limited Comstor Malaysia SDN. BHD Comstor Pte Limited Comstor Sweden AB Datatec International Holdings Limited Datatec International Limited Datatec Limited Equire Inc. Eyealike, Inc. Hawke Systems Limited Intact Integrated Services Limited LAN Systems (Pty) Limited LAN Systems Ltd Logicalis Computing Solutions Limited Logicalis Deutschland GmbH Logicalis Group Limited Logicalis Group Services Limited Logicalis Leasing, Limited Logicalis Network Solutions Limited Logicalis Networks GmbH Logicalis US Holdings, Inc Logicalis, Inc. Promon Logicalis Latin America Limited Mason Communications (Ireland) Limited Mason Communications Limited Mason Group Limited On Line Distribution Limited RangeGate (Proprietary) Limited Satelcom Limited Soft Net S.A. (Argentina) Softnet, Inc. S.A. Softnet Uruguay S.A Softnet-Logical Comercial Importadora, Exportadora e de Servicos Ltda Softnet-Logical Paraguay S.A T.B.C Group Limited TBC Limited Westcon (UK) Limited Westcon AME (Proprietary) Limited Westcon Brazil Ltda Westcon Canada Systems (WCSI), Inc Westcon France SAS Westcon GmbH Westcon Group B.V. Westcon Group European Holdings Limited Westcon Group European Operations Limited Westcon Group North America Inc Westcon Group, Inc. X-Net Cuyo S.A.	Versatile Systems, Inc.

In 2000, Jens Montanana and a former colleague (the ''Individuals'') were investigated by the Financial Services Board in South Africa in relation to allegations of the passing of inside information in relation to Datatec Limited ("Datatec"). The allegations were made following a meeting by the individuals with an investment analyst where, in response to a direct question from the analyst, they indicated that Datatec would not meet certain analyst forecasts for the financial year ended 31 March 2000. This, in turn, caused speculation in the market and the Company's share price to fall. After an investigation by the Financial Services Board, no formal charges were brought against the Individuals and the Individuals entered into a settlement with the Financial Services Board and paid a settlement of ZAR 1 million without admission of guilt or liability, which settlement was reimbursed by Datatec's directors and officers' liability insurance policies. In agreeing to the settlement, the Financial Services Board took into consideration that the directors in question did not themselves benefit from the disclosure, the directors had no incentive or improper motive to release the information, the directors did not sell any shares in the Company on the relevant day and the directors themselves suffered significant personal losses as a result of the subsequent decline in the Company's share price.

Jens Montanana was a director of Vida Research International Limited which was placed into voluntary liquidation on 4 June 2004. There were no secured creditors other than a preferential claim from The Redundancy Payments Office and the former employees of the company for $3,394.

Except as disclosed above, neither Jens Montanana nor Andrew Miller has:

(a)                       any unspent convictions in relation to indictable offences;

(b)                      any bankruptcy order made against him or entered into any individual voluntary arrangements;

(c)                       been a director of a company which has been placed in receivership, compulsory liquidation, creditors' voluntary liquidation, administration, been subject to a company voluntary arrangement or any composition or arrangement with its creditors generally or any class of its creditors whilst he was a director of that company or within the 12 months after he ceased to be a director of that company;

(d)                      been a partner in any partnership which has been placed in compulsory liquidation, administration or been the subject of a partnership voluntary arrangement whilst he was a partner in that partnership or within the 12 months after he ceased to be a partner in that partnership;

(e)                       been the owner of any assets or a partner in any partnership which has been placed in receivership whilst he was a partner in that partnership or within the 12 months after he ceased to be a partner in that partnership; or

(f)                        been publicly criticised by any statutory or regulatory authority, including recognised professional bodies, or been disqualified by a court from acting as a director of any company or from acting in the management or conduct of the affairs of a company.

Following acceptance of the Proposals and Admission becoming effective, the interests of Jens Montanana and Andrew Miller in the Company are shown below:

				Maximum holding on the exercise of options
	No. Of Ordinary Shares	%age of issued share capital	Number of Options	No. of Ordinary Shares	%age of the then enlarged issued share capital (fully diluted)
Jens Montanana*	10,400,000	32.54	165,000	10,565,000	31.67
Andrew Miller	600,000	1.88	616,000	1,216,000	3.65

*          of which 8,400,000 Ordinary Shares are held in the name of JPM International Limited, which is wholly owned by Jens Montanana.

 

END

 

 

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