Board Changes; Options; Co-Investment Agreement

RNS Number : 4189J

NetScientific PLC

12 December 2022

 

12 December 2022

NetScientific plc

("NetScientific" or "NSCI" or the "Company" or the "Group")

Board Changes, Exercise of Options, Grant of Options

and

Director Co-Investment Framework Agreement

London, UK - 12 December 2022:  NetScientific plc (AIM: NSCI), the active international holding company, which invests in, develops, and commercialises life sciences/healthcare, sustainability, and technology companies, is pleased to announce the strengthening of its Board in line with its stated strategy, together with a number of related matters, as follows:

1.  the appointment of Dr Jonathan Robinson as a Non-Executive Director of the Company with immediate effect;

2.  the appointment of Ed Hooper as an Executive Director of the Company with immediate effect;

3.  the resignation of Clive Sparrow as a Non-Executive Director of the Company with effect from 31 December 2022;

4.  the exercise by John Clarkson of options over 127,488 ordinary shares of 5 pence each in the capital of the Company ("Ordinary Shares") for an aggregate exercise price of £58,007.04;

5.  the grant to Jonathan Robinson of options over Ordinary Shares; and

6.  the entry by the Company into a Director Co-Investment Framework Agreement with certain of its Directors.

More detail and disclosure relating to these matters is set out below.

Commenting on the Board changes, Dr Ilian Iliev, Chief Executive Officer of the Company said :

"We are delighted to welcome Jonathan and Ed to the Board of NetScientific as we continue to execute on our growth strategy. Jonathan is an experienced entrepreneur and investor, operating at both public and private company levels, and we look forward to working with him on our Board and its committees. Ed has already made a substantial contribution to the Group since he joined us and we are extremely pleased to welcome him to the main Board Executive team.  His presence will help us to scale our activities and drive the Group's strategy, growing shareholder value.

"I would also like to take this opportunity, on behalf of the Board and the Company, to thank Clive for his substantial contribution to our Board, including as Chair of our Audit Committee, over a number of years. We wish him every success for the future.

He added: "The Company's search for a new Chair continues to progress, with a senior recruitment agency mandated and a number of discussions being held with prospective candidates. We look forward to announcing the outcome of our search in due course."

1.  Appointment of Jonathan Robinson as Non-Executive Director of the NetScientific Board

The Company is delighted to announce that Jonathan Mark Robinson (aged 57) joins the Board with immediate effect as an independent Non-Executive Director of the Company. Jonathan will also Chair the Audit Committee and be a member of the Remuneration Committee and Nominations Committee.

Jonathan is an experienced company director and entrepreneur with a focus on business development. Most recently he chaired the board of the international top-level domain registry operator, Afilias (until its sale in December 2020). Jonathan is a current investor in private growth businesses across a wide range of sectors.

Jonathan previously co-founded the publicly quoted Group NBT plc (formerly NetBenefit) which ultimately became NetNames Group. He was main board director and Chief Operating Officer of the Group, from 1999 until June 2009. At Group NBT, Jonathan was responsible for all areas of product management and associated strategic planning, fulfilment operations and industry policy issues, as well as acquisition integration projects. NetNames was taken private by HG Capital in 2011. Jonathan was also previously a non-executive director of the .uk internet registry operator, Nominet (UK) Ltd for two distinct terms of office.

Jonathan has a PhD in Materials Engineering and a BSc (Physics) from the University of Cape Town. He held research posts at Imperial College, London from 1993 to1994 and then at the Rolls Royce Technology Centre at the University of Cambridge until 1997. During his research career, Jonathan published numerous research papers and enjoyed periods of research work at the University of Groningen, Netherlands and the University of California, Berkeley, USA.

Jonathan currently holds or has held in the past five years the following directorships and partnerships:

Current directorships and partnerships	Past directorships and partnerships
Domain Registry Services Limited	Afilias Australia Pty Ltd
Internet Computer Bureau Limited	Afilias Resolution Services Limited (Ireland)
Ipracon Limited	Afilias, Inc.
232 Copenhagen Street Limited	Altanovo Domains Limited (Ireland) (formerly Afilias Domains No. 3 Limited)
	DeviceAtlas Limited (Ireland) (formerly Afilias Technologies Limited)
	DotGreen Registry Limited (Ireland) (dissolved 19 April 2018)
	Dot Global Domain Registry Limited (Ireland)
	Emerald Registrar Limited (Ireland) (dissolved 18 December 2019)
	Identity Digital Limited (Ireland) (formerly Afilias Limited)
	Landmark Domains Limited (Ireland) (dissolved 19 December 2018)
	Ortegra Limited
	101domain DAS Limited (Ireland)
	101domain Discovery Limited (Ireland) (dissolved 31 January 2018)
	101domain GRS Limited (Ireland) (formerly Emerald Global Registrar Services Limited)

Jonathan is interested, through his self-invested personal pension, in 149,253 Ordinary Shares.

No further disclosure is required under Paragraph (g) to Schedule Two of the AIM Rules for Companies.

2.  Appointment of Ed Hooper as an Executive Director of the NetScientific Board

The Company is pleased to report that it has appointed Edward Benjamin Peter Hooper (aged 43) as an Executive Director of the Company. As announced on 19 May 2022, Ed joined the Company as General Counsel, Group Company Secretary, and Executive Director of EMV Capital Limited. Ed will continue in those roles in addition to his new role as a Director of the Company.

Ed joined the Company from international law firm, Trowers & Hamlins LLP, where as a Partner he was responsible for leading and developing their Corporate Finance team in London. Ed has 20 years' experience as a lawyer in the City, specialising in advising on a broad range of corporate transactions, including fundraisings, M&A, IPOs, joint ventures and restructurings, many on an international scale.

Ed currently holds or has held in the past five years the following directorships and partnerships:

Current directorships and partnerships	Past directorships and partnerships
EMV Capital Limited	Taylor Vinters LLP
Little Orchard Advisory Limited	Taylor Vinters Directors Limited
Ventive Limited	Trowers & Hamlins LLP

No further disclosure is required under Paragraph (g) to Schedule Two of the AIM Rules for Companies.

3.  Resignation of Clive Sparrow as Non-Executive Director of NSCI

Clive, who joined as Non-Executive Director of the NetScientific Board in November 2020, has indicated his intention to retire as a Non-Executive Director of the NetScientific Board with effect from 31 December 2022.

The Board of NetScientific extends its gratitude to Clive for his important contribution to the Group during a critical turnaround and growth period.

4.  Exercise of options

The Company has received from John Clarkson, Non-Executive Chairman, notice of his exercise of options over 127,488 O rdinary Shares for an aggregate exercise price of £58,007.04.

Application will be made for 127,488 new Ordinary Shares, which will rank pari passu with existing Ordinary Shares, to be admitted to AIM ("Admission"). It is expected that Admission will become effective and dealings will commence at 8.00 a.m. on or around 16 December 2022.

Following the exercise, John Clarkson will be interested in 323,255 Ordinary Shares.

Following Admission, the total issued share capital of the Company will consist of 23,448,148 Ordinary Shares ("Enlarged Issued Share Capital"). As such, the total number of voting rights in the Company will be 23,448,148 Ordinary Shares. This number may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

The FCA notification, made in accordance with the requirements of the EU Market Abuse Regulation, is appended below.

5.  Grant of new options

In line with the Company's remuneration policy, the NetScientific Remuneration Committee has approved the award to Jonathan Robinson of options over 45,801 Ordinary Shares ("New Options").

The New Options were granted under the NetScientific Share Option Scheme, pursuant to which options over a total of 1,911,346 Ordinary Shares have now been granted, representing approximately 8.2 per cent. of the Enlarged Issued Share Capital. The maximum potential dilution arising from options awarded under the NetScientific Share Option Scheme remains below the upper limit of 10 per cent. under the rules of the plan.

The New Options have an exercise price of 65.5 pence per share, which is equal to the average of the closing market quotations for Ordinary Shares over the five dealing days prior to the date on which the New Options were granted (the latter being the minimum price that could have been set).

The New Options will vest as to one third on the date of grant, as to a further third on the first anniversary of the date of grant and as to the final third on the second anniversary of the date of grant. The New Options may not be exercised earlier than the third anniversary of the date of grant and lapse 10 years after the date of grant (if not sooner in accordance with the terms of the NetScientific Share Option Scheme rules).

The FCA notification, made in accordance with the requirements of the EU Market Abuse Regulation, is appended below.

6.  Director Co-Investment Framework Agreement / Related Party Transactions

EMV Capital Limited ("EMVC"), the Company's wholly owned subsidiary, is a Venture Capital investor specialising in early-stage deeptech B2B companies in the life science, sustainability and industrials sectors.

EMVC often provides services to portfolio companies seeking investment. In these cases, it can be mutually beneficial for the investee company and for the Group, that employees and staff of the Group are allowed to participate in such transactions alongside third party investors. Typically, EMVC agrees with investors a carried interest fee payable to the Group based on the return to investors upon the future realisation of their investment.

Each of Ilian Iliev, John Clarkson, Jonathan Robinson and Ed Hooper is a Director of the Company and each is a 'related party' for the purposes of the AIM Rules for Companies. As a result, any participation by these individuals in a fundraising as described above, where such participation is via EMVC, could result in their making a carried interest payment to EMVC which could constitute a payment under AIM Rule 13 (as such payment, by its nature, is unlimited and would depend upon realised value upon exit).

In order to facilitate the participation, should they so wish, of Ilian Iliev, John Clarkson, Jonathan Robinson and Ed Hooper in such investment opportunities (in any portfolio company of EMVC which is not a subsidiary of the Group), the Company has entered into a Director Co-Investment Framework Agreement with them, where it is agreed that (for so long as each is a 'related party') that individual may enter into arrangements with EMVC on the same terms as other investors introduced by EMVC to the relevant portfolio company.

The Independent Directors of the Company (that is Stephen Smith and Clive Sparrow) consider, having consulted with the Company's Nominated Adviser, that the terms of the Director Co-Investment Framework Agreement are fair and reasonable insofar as the Company's shareholders are concerned. Therefore, the Independent Directors further consider, having consulted with the Company's Nominated Adviser, that the terms of the participation of any of Ilian Iliev, John Clarkson, Jonathan Robinson and Ed Hooper in an investment opportunity in accordance with the terms of the Director Co-Investment Framework Agreement are fair and reasonable insofar as the Company's shareholders are concerned.

-Ends-

The person responsible for arranging the release of this announcement on behalf of the Company is Ilian Iliev, Chief Executive Officer of the Company.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO 596/2014 WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For more information, please contact:

NetScientific

Ilian Iliev, CEO  Via Belvedere Communications

WH Ireland (NOMAD, Financial Adviser and Broker)

Chris Fielding / Darshan Patel / Enzo Aliaj    [phone]

Belvedere Communications

John West / Llew Angus  [phone]

Email:  [e-mail]

About NetScientific

NetScientific plc ("NSCI") is an active holding Company that proactively invests in a global portfolio of companies across the healthcare, life science, ESG, and deep technology sectors.

NetScientific delivers shareholder returns through a proactive and hands-on management approach to its portfolio companies; identifying, investing in, and helping to build game-changing companies. The Group targets value inflection points and the release of value through partial or full exits from trade sales, public listings, or equity sales. The Company has a strong Trans-Atlantic and growing international presence, providing attractive expansion prospects.

The Company differentiates itself by employing a capital-light investment approach, making use of its wholly owned subsidiary, EMV Capital's network of private, corporate, and institutional investors. By syndicating investment and making minimal use of its balance sheet, the Company is able to secure direct stakes, as well as carried interest stakes, in its portfolio. This ultimately creates a structure that can support a large portfolio with a limited balance sheet.

NetScientific is headquartered in London, United Kingdom, and was admitted to trading on AIM, a market operated by the London Stock Exchange, in 2013. Its registered office is at c/o Azets, Burnham Yard, London End, Beaconsfield, Buckinghamshire, HP9 2JH.

www.netscientific.net

The information below, set out in accordance with the requirements of the UK Market Abuse Regulation, provides further detail on the grant of options to PDMRs.

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	John Clarkson
2	Reason for the notification
a)	Position/status	Non-Executive Chairman
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	NetScientific plc
b)	LEI	213800N5WD46G1Y7I458
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 the financial instrument, type of instrument Identification code	Options over ordinary shares of £0.05 each GB00BN4R5Q82
b)	Nature of the transaction	Exercise of options
c)	Price(s) and volume(s)	Price(s) Volume(s) £58,007.04 127,488 Ordinary Shares
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	9 December 2022
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Dr Jonathan Robinson
2	Reason for the notification
a)	Position/status	Director
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	NetScientific plc
b)	LEI	213800N5WD46G1Y7I458
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 the financial instrument, type of instrument Identification code	Options over ordinary shares of £0.05 each GB00BN4R5Q82
b)	Nature of the transaction	Grant of options
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.655 45,801 Ordinary Shares
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	12 December 2022
f)	Place of the transaction	Outside a trading venue

 

END

 

 

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