Directorate Change

Zytronic PLC

01 August 2023

 

Zytronic plc

("Zytronic" or the "Company")

Board Changes

Zytronic, the North-East of England based leading innovator and specialist manufacturer of touch overlay sensors for interactive displays used in self-service, gaming, and industrial applications, announces the following Board changes.

Following an extensive search for a new independent Non-executive Chair, the Company has today welcomed Dr. Christopher ('Chris') Potts to the Board with immediate effect.  At the same time, Mark Butcher is relinquishing his temporary role as interim Non-executive Chair, but continuing to serve as an independent Non-executive Director.

Chris brings over 20 years of senior executive and chair experience of international technology businesses. He is presently Chair of Guralp Systems Ltd, a world leading company in the design, manufacture, and installation of seismic event monitoring instrumentation, whose global reach and focus is similar to Zytronic. Chris's experience includes managing privately owned firms, private equity backed businesses and divisions of listed public companies, and he has led several large international corporate transactions.

Mark Cambridge CEO of Zytronic, commented:

"I would like to thank Mark, on behalf of the Board, for stepping into the interim Non-executive Chair role, at the conclusion of the AGM on 9 February 2023 and for his stewardship since, as we conclude the initial stage in reconfiguring the Board. Similarly, I would like to welcome Chris, and look forward to closely working with him, in shaping and delivering the strategy of the business, for the benefit of all stakeholders. "

Additional disclosures, as required under the AIM Rules for Companies (the "AIM Rules") relating to the appointment of Dr. Chris Potts, are made at the foot of this announcement.

Enquiries:

Zytronic plc Mark Cambridge, Chief Executive Claire Smith, Group Finance Director	0191 414 5511
Singer Capital Markets (Nominated Adviser and Broker) Aubrey Powell, Alex Bond (Investment Banking)	020 7496 3000

About Zytronic

Zytronic is a world-renowned developer and manufacturer of a unique range of internationally award winning, optically transparent, interactive touch sensor overlay products for use with electronic displays in industrial, self-service and public access equipment.

Zytronic's products employ a sensing solution that is readily configurable and embedded in a laminate core that offers significant durability, environmental stability and optical enhancement benefits to meet systems-specific design requirements. Zytronic has continually developed process and technological know-how and IP since the late 1990s around two sensing methodologies: the first being single touch self-capacitive, which Zytronic markets as PCT™ ("Projected Capacitive Technology"), and the second being multi-touch, multi-user mutual capacitive which Zytronic markets as MPCT™ ("Mutual Projected Capacitive Technology"), in which Zytronic holds 12 internationally granted patents.

Zytronic operates from a single site near Newcastle-upon-Tyne in the United Kingdom, providing its manufactured products globally through a number of sales channel partners. Zytronic is relatively unique in the touch eco-system as it offers a complete one-stop solution including the processing internally of the form and factor of the glass and film substrates, the assembly of the associated touch overlay products in environmentally controlled cleanrooms to customers' specific requirements, and the development of the bespoke firmware, software and electronic hardware which links the manufactured touch interactive overlays to a customer's integrated system.

Additional disclosures

Under Schedule Two paragraph (g) of the AIM Rules, the following disclosures are required regarding the appointment of Dr. Christopher Graeme Potts (aged 67):

Current Directorships	Former Directorships (previous five years)
Goodhind Bullard Limited Guralp Systems Limited ("GSL") (1) Guralp Finance Limited Guralp Holdings Limited Guralp Systems, Inc	The Møller Institute Guralp Systems GmbH

Dr. Potts currently holds no beneficial shareholding in the Company.

Notes:

(1)     The following disclosure in relation to GSL is considered outside of the scope of Schedule Two, paragraph (g) of the AIM Rules, Dr. Christopher Potts has not been subject to any criticism, sanction or penalty in relation to this matter, but is being made in the interests of transparency.

Dr. Christopher Potts became a director of GSL in on 1 December 2014. In September 2015, Dr. Potts formed suspicions of corrupt payments having previously been made by GSL to an individual who had held various positions with an overseas government-funded research institute and promptly terminated all contractual and other relationships between GSL and him. Dr Potts then instructed a firm of solicitors to undertake an internal review.

That review, instigated by Dr. Potts and certain other Directors of GSL, led to the company reporting its suspicions on 23 October 2015 to the SFO and to the United States Department of Justice ("DoJ"). 

On 22 October 2019, GSL finalised a Deferred Prosecution Agreement ("DPA") with the Serious Fraud Office ("SFO") following a criminal investigation, under the terms of which GSL is required to disgorge c. £2.1m to the Court, over a period of up to 5 years from the date of the DPA. The DoJ did not prosecute the Company but indicted several former employees, at least one of whom received a custodial sentence for money laundering offences.

In the court-approved judgement relating to the DPA, it was noted that, "the current senior management team of GSL has done all that it can to remedy the position and to co-operate with prosecuting authorities in two jurisdictions." It was also noted that, "those who had taken over the running of the company in 2015 identified the conduct, instructed outside solicitors to investigate and self-reported to the SFO."

The conclusion to the DPA judgement, stated that "the company which has entered the DPA is very different to that which engaged in the conduct as set out in the statement of facts. Those running the company are wholly different from those who were in charge at the time of the relevant conduct. The corporate practices of the company have changed completely. A rigorous compliance programme is in place with appropriate provision for regular review thereof." 

 

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