BOARD UPDATE AND DIRECTORATE CHANGES

RNS Number : 5980G

Velocity Composites PLC

24 July 2019

 

24 July 2019

VELOCITY COMPOSITES plc

("Velocity" or the "Company")

BOARD UPDATE AND DIRECTORATE CHANGES

Velocity, the leading supplier of advanced composite material kits, providing engineering value-solutions for the global aerospace industry, provides the following update, further to the announcement on 25 March (the 'Board AGM Announcement'), in relation to the process for the re-constitution of the Board.

Board update

Over the last few months, the Board has been discussing with the founder shareholders, Jonathan Bridges, Gerard Johnson and Christopher Banks (the "Founders") and others, how to implement a process in line with the Board AGM Announcement to identify and appoint a new Independent Chairman who would then lead the efforts to re-constitute the Board. The discussions have included engaging with a number of Institutional Shareholders.

The Board today announces that the current independent Non-executive Directors, Brian Tenner and Meera Parmar, have stood down from their Board positions. Two new independent Non-executive Directors nominated by the Founders, Andrew Beaden and Robert Soen, have been appointed to the Board. The new Board did not require a formal handover period. These board changes became effective following a board meeting this morning, 24 July 2019.

The Company is currently operating under the management of Jonathan Bridges as interim CEO and Andrew Hebb as interim CFO.  The new Directors will be responsible for identifying and carrying out a process to appoint a new independent Chairman, new permanent Executive Directors and, if required, an additional Non-executive Director, as well as establishing the interim constitution and roles to be held on the Board and its various sub-committees.

New Non-Executive Directors - summary biographical details

Mr Beaden has been appointed to the Board as an independent Non-executive Director. He most recently served as Group Finance Director and a member of the board of Luxfer Holding plc, a producer of highly engineered advanced materials, from 2011 to 2017, having joined its predecessor British Aluminium in 1997. Luxfer (LXFR) is listed on the New York Stock Exchange. Mr Beaden is a co-founder and Chairman of IN4.0 Group Limited, a company encouraging growth through the use of industry 4.0 technologies.

Mr Beaden is a Chartered Accountant, holds a degree in economics and econometrics from Nottingham University and is a Fellow of the RSA (Royal Society for the Encouragement of the Arts, Manufactures and Commerce).

Mr Soen has been appointed to the Board as an independent Non-executive Director. He has worked extensively in aerospace and automotive supply chains, ending his executive career as Senior Vice President Supply Chain in GKN Aerospace Services Limited. Mr Soen is currently a Non-executive Director of Nasmyth Group Limited, a global precision engineering and metal treatment business.

Mr Soen is a Fellow of the Institute of Purchasing and Supply.

Brian Tenner and Meera Parmar commented as follows:

"We are pleased to say that business performance has seen a marked improvement during our tenure and we are now trading at a break-even level. We have also overseen the efforts that saw the full amount of EIS/VCT funds employed by the due date on a range of attractive new business investment opportunities as announced on 12 June 2019.

The year since our respective appointments has been a challenging one with the Company facing various operational difficulties, combined with a serious deterioration in relations with the founding shareholders. This has required very significant commitments of time and energy from both of us.

While we had hoped to stay in post to resolve any outstanding issues with the Founders by leading an independent search process to appoint a new independent Chairman, we now believe that the future re-constitution of the Board will be best served by us standing down at this time. We have at all times acted in the best interests of Velocity and would like to take this opportunity to express once more our thanks to the whole team of dedicated staff, without whom the current improvements in business performance would not have been possible. We wish the new Board and the whole Velocity team well on the next stage of their business journey."

CONTACT DETAILS:

Velocity Andrew Hebb, Company Secretary	c/o Camarco Tel: [phone]
finnCap (Nominated Adviser and Broker) Scott Mathieson / Hannah Boros (Corporate Finance) Tim Redfern (ECM)	Tel: [phone]
Camarco (Financial PR) Ed Gascoigne Pees / James Crothers	Tel: [phone]

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a regulatory news service this inside information will be considered to be in the public domain.

The following information is made in accordance with Schedule Two (g) of the AIM Rules for Companies:

Full Name: Andrew Michael Beaden

Age: 51

Current Director positions

Hana Divine Group Limited (in voluntary liquidation)(appointed March 2018)

Beaden Capital Limited (appointed January 2018)

IN4.0 Group Limited, Chairman (appointed March 2019) and its subsidiaries IN4.0 at UCLAN Limited (appointed August 2018), IN4.0 Education Limited (appointed March 2018), In4.0 Ed CIC (appointed June 2019) and IN4.0 Access Limited (appointed December 2017).

Previous Directorships in the last five years

Luxfer Holdings PLC - NYSE listed (June 2011 to September 2017) and its subsidiaries Luxfer Group Limited (March 2009 to October 2017), Luxfer Group Services Limited (March 2009 to September 2017), Luxfer Gas Cylinders Limited (June 2012 to September 2017), Luxfer Overseas Holdings Limited (July to September 2017), Luxfer Group 2000 Limited  (July to September 2017), Lumina Trustee Limited (July to September 2017), Luxfer Gas Cylinders China Holdings Limited (July to September 2017), Magnesium Elektron Limited (June 2012 to September 2017) and Nikkei-MEL Company Limited (June 2011 to September 2017)

Purdy Goes Bang Bang Limited (April 2018 to July 2018)

Voluntary liquidation

Hana Divine Group Limited's Directors resolved on 30 April 2019 voluntarily to wind the company up and to appoint liquidators.

Full Name: Robert Murray Soen

Age: 58

Current Director positions

Nasmyth Group Limited (appointed June 2019)

Walmley Golf Club Foundation Community Interest Company (appointed January 2018)

Previous Directorships in the last five years

GKN Aerospace Services Limited (July 2010 to August 2017)

About Velocity Composites

Velocity Composites is a manufacturer of advanced composite material kits for the aerospace industry disrupting the composites supply chain to deliver engineered waste reduction solutions for its customers to build aircraft components using less time and material. The Company's customers include multi-national manufacturers of composite parts and assemblies, who in turn deliver to the world's leading civil and military aircraft manufacturers. The Airbus A320, A330, A350, A380, Eurofighter Typhoon, F35 Joint Strike Fighter and Boeing 737, 787 and V22 Osprey are all constructed using parts manufactured from Velocity's kits. The Company's business model reduces the operating costs of preparing composite materials ahead of their usage in the construction of an aircraft part and as such, its offering is disposed to being self-financing for aircraft parts' manufacturers. Velocity's services are seeing increased demand as the global aircraft industry enters a more-for-less era. Velocity currently has customers in the UK and Continental Europe.

 

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