Result of General Meeting, TVR & PDMR Dealings

RNS Number : 3697D

NetScientific PLC

28 June 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT WHATSOEVER IN ANY OF THOSE JURISDICTIONS.

NetScientific plc

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

Result of General Meeting, Total Voting Rights and PDMR Dealings

London, UK - 28 June 2021 - NetScientific plc (AIM: NSCI), the international life sciences and sustainability technology investment and commercialisation Group, announces that at its General Meeting held earlier today in connection with the Placing of £7.7m, all resolutions were duly passed.

The Placing remains conditional on the admission of the 5,958,123 New Ordinary Shares to trading on AIM having become effective at 8.00 a.m. on 29 June 2021.

This placement culminates a dynamic and successful period, reinforcing the base for continued progress and further growth, including:

· Finalisation of a successful turnaround and transformation of the business

· Performance and development extended across the Group, and building on the trans-Atlantic relationships

· Portfolio companies have reported significant commercial developments which will drive strong future growth even as we emerge from the impact of the COVID-19 pandemic

· Fair value has further increased and is up c. 40% on the year end now representing a premium to our market value of 38%

· Capital Under Advisory enhanced growth, up c.20% on the year end through several transactions, and demonstrating the capital light model in action

John Clarkson, Chairman, stated: "On behalf of the Board I want to express our gratitude to current and new shareholders for their overwhelming vote of support. This demonstrates confidence in the strategy to deliver further progress and shareholder value. The Company is now well positioned for future success."

Dr Ilian Iliev, Chief Executive Officer, added: "We are driving ahead with the execution of the business plans and analyst coverage of the Company has now restarted. This combines the use of 'capital-light' investment, pro-active management, value added support to our portfolio, trans-Atlantic synergies, and new opportunities to realise returns."

Following Admission, the Company's issued and fully paid share capital will consist of 20,975,311 Ordinary Shares, all of which carry one voting right per share. The Company does not hold any Ordinary Shares in treasury. The figure of 20,975,311 Ordinary Shares may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Company's announcement released on the 10 June in respect of the Placing unless the context provides otherwise.

Resolutions 1 and 3 were passed as Ordinary Resolutions and Resolutions 2 and 4 were passed as Special Resolutions. Voting on all resolutions at the General Meeting was conducted by poll and the results are as follows:

Resolution	For	%	Against	%	Vote Total	Vote Total as % of Issued Share Capital	Withheld*
1.  To authorise the Directors to allot shares in the Company in respect of the Placing Shares	8,783,239	99.9%	8,292	0.1%	8,791,531	58.5%	6,000
2.  To disapply statutory pre-emption rights in respect of the Placing	8,779,628	99.9%	11,903	0.1%	8,791,531	58.5%	6,000
3.  To authorise the Directors to allot shares in the Company generally	8,783,239	99.9%	8,292	0.1%	8,791,531	58.5%	6,000
4.  To disapply statutory pre-emption rights generally	8,779,628	99.9%	11,903	0.1%	8,791,531	58.5%	6,000

* A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" a resolution.

Director/PDMR Shareholding

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Ilian Iliev
2	Reason for the notification
a)	Position/status	Chief Executive Officer
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	Ordinary Shares of £0.05 each GB00BN4R5Q82
b)	Nature of the transaction	Issue of ordinary shares as part of placement
c)	Price(s) and volume(s)	Price(s) Volume(s) 130.0 pence 23,077 Ordinary Shares
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	29 June 2021
f)	Place of the transaction	UK AIM

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John Clarkson
2	Reason for the notification
a)	Position/status	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	Ordinary Shares of £0.05 each GB00BN4R5Q82
b)	Nature of the transaction	Issue of ordinary shares as part of placement
c)	Price(s) and volume(s)	Price(s) Volume(s) 130.0 pence 25,000 Ordinary Shares
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	29 June 2021
f)	Place of the transaction	UK AIM

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Clive Sparrow
2	Reason for the notification
a)	Position/status	Non- Executive 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	Ordinary Shares of £0.05 each GB00BN4R5Q82
b)	Nature of the transaction	Issue of ordinary shares as part of placement
c)	Price(s) and volume(s)	Price(s) Volume(s) 130.0 pence 7,692 Ordinary Shares
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	29 June 2021
f)	Place of the transaction	UK AIM

This announcement includes inside information as defined in Article 7 of the UK version of Market Abuse Regulation No. 596/2014 as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018, as amended, and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.  

For more information, please contact:

NetScientific	Via Walbrook PR
Ilian Iliev, CEO
WH Ireland (NOMAD, Financial Adviser and Broker)
Chris Fielding / Darshan Patel	[phone]
Walbrook PR
Nick Rome/ Paul McManus/ Nicholas Johnson	07748 325 236, 07980 541 893 or 07884 664 686

About NetScientific

NetScientific plc (AIM: NSCI) is a holding company, that invests in, develops, commercialises and realises shareholder value in life sciences/healthcare, sustainability and technology companies, which offer significant growth potential predominately in the UK and USA, as well as globally. 

With the acquisition of EMV Capital in August 2020, the Group doubled its portfolio from 8 to 17 companies, either through direct subsidiary, balance sheet investment or capital under advisory, varying from start-up private companies to publicly listed equities. 

NetScientific delivers shareholder returns through a proactive and hands-on management approach to their 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 transatlantic and growing international presence, providing attractive expansion prospects. 

NSCI can deploy a capital-light investment structure; utilising the power of the PLC Brand, and the NetScientific balance sheet to anchor future investments and achieve a multiplier effect by attracting 3rd party investment for the portfolio companies. 

NetScientific is headquartered in London, United Kingdom, and was admitted to trading on AIM, a market operated by the London Stock Exchange, in 2013 (website:  www.netscientific.net ).

 

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