TIDMNCYT
RNS Number : 0418R
Novacyt S.A.
12 June 2018
RESULTS OF ANNUAL GENERAL MEETING
Paris, France and Cambridge, UK - 11 June 2018 - Novacyt
(EURONEXT GROWTH: ALNOV; AIM: NCYT), an international specialist in
clinical diagnostics, today held its Annual General Meeting (AGM).
The results of the AGM are set out in the table below, with the
Company pleased to announce that all resolutions proposed to the
shareholders were duly passed:
Resolutions Votes For Votes Against Result
Number % Number %
----------- ----- ---------- ----
1) Approval of the parent
company financial statements
for the 2017 financial year 14 737 562 100% 0 0% yes
----------- ----- ---------- ---- -------
2) Approval of the consolidated
financial statements for
the 2017 financial year 14 737 562 100% 0 0% yes
----------- ----- ---------- ---- -------
3) Allocation of the result
for the 2017 financial year 14 737 562 100% 0 0% yes
----------- ----- ---------- ---- -------
4) Review of the conventions
referred to in article L.
225 - 38 and following of
the French Commercial Code
(without the vote of Vatel) 11 561 845 78% 2 535 909 22% yes
----------- ----- ---------- ---- -------
5) Discharge to the Board
of Directors 14 737 562 100% 0 0% yes
----------- ----- ---------- ---- -------
6) Authorisation of the Company
to buy back its own shares 12 201 293 83% 2 536 269 17% yes
----------- ----- ---------- ---- -------
7) Renewal of the mandate
of Member of the Board of
Directors of Mr Jean-Pierre
Crinelli 12 211 653 83% 2 525 909 17% yes
----------- ----- ---------- ---- -------
8) Renewal of the mandate
of Member of the Board of
Directors of Dr Andrew Heath 12 211 653 83% 2 525 909 17% yes
----------- ----- ---------- ---- -------
9) Renewal of the mandates
of the Statutory Auditors 12 211 653 83% 2 525 909 17% yes
----------- ----- ---------- ---- -------
10) Determination of directors'
fees to be allocated to the
members of the Board of Directors 14 591 473 99% 146 089 1% yes
----------- ----- ---------- ---- -------
11) Powers for formalities 14 737 562 100% 0 0% yes
----------- ----- ---------- ---- -------
12) Delegation of authority
granted to the Board of Directors
to issue ordinary shares
of the Company and/or securities
giving access to the share
capital of the Company, with
cancellation of the shareholders'
preferential subscription
right for the benefit of
a category of persons (amended) 11 231 301 95% 551 066 5% yes
----------- ----- ---------- ---- -------
13) Delegation of authority
to the Board of Directors
to issue ordinary shares
of the Company and / or securities
giving access to the capital
of the Company, with cancellation
of the preferential subscription
right for the benefit of
a category of persons, within
the framework of the TEPA
system and in accordance
with the provisions of Article
L.225-138 of the French Commercial
Code 12 055 564 82% 2 681 998 18% yes
----------- ----- ---------- ---- -------
14) Delegation of powers
to the Board of Directors
for the purpose of issuing
common shares of the company
and/or securities giving
access to the capital of
the company, with maintenance
of the preferential subscription
right 14 737 562 100% 0 0% yes
----------- ----- ---------- ---- -------
15) Authorisation given to
the Board of Directors in
case of capital increase,
with or without removal of
the preferential right of
subscription, to increase
the number of shares to be
issued (amended) 11 231 661 96% 550 706 4% yes
----------- ----- ---------- ---- -------
16) Global Limitation of
the delegations 12 201 653 83% 2 535 909 17% yes
----------- ----- ---------- ---- -------
17) Delegation of powers
to the Board of Directors
to issue ordinary shares
and/or securities giving
access to the capital of
the company for the benefit
of members of a company savings
plan 14 737 562 100% 0 0% yes
----------- ----- ---------- ---- -------
18) Powers for formalities 14 737 562 100% 0 0% yes
----------- ----- ---------- ---- -------
Number of participating shareholders (by voting form, proxy or
present): 60 shareholders representing 14 737 562 shares.
Ahead of the meeting, the Company recognised that Resolutions 12
and 15 were likely to meet the required thresholds to be passed,
however it also recognised that a material number of shareholders
voted against these resolutions. As a result, as is permitted and
customary under the applicable laws and regulations of France to
which Novacyt is subject, the Board reconvened during the AGM and
proposed alternative resolutions (the "Revised Resolutions"),
taking into account the feedback of those shareholders present in
the meeting:
Alternative Special Resolution 12
Twelfth resolution
Delegation of authority granted to the Board of Directors to
issue ordinary shares of the Company and / or securities giving
access to the share capital of the Company, with cancellation of
the shareholders' preferential subscription right for the benefit
of a category of persons
The general meeting, voting under the conditions of quorum and
majority required for extraordinary general meetings, after having
taken note of the report of the Board of Directors and the special
report of the Statutory Auditor, in accordance with the Articles
L.225-129 to L.225-129-6, L.225-135, L.225-138, L.228-91 and
following of the French Commercial Code,
Taking account of the amendments approved by the Board of
Directors during the meeting,
1. Delegates to the Board of Directors, with the power to
sub-delegate, its power to decide on the issue, without
preferential subscription rights, on one or more occasions, in the
proportions and at the times that it will appreciate, both in
France and abroad, ordinary shares or any other securities giving
access to the capital of the Company. Such securities may be issued
in euros, in foreign currency or in any monetary units established
by reference to several currencies, such shares conferring the same
rights as the previous shares, subject to their date of
possession;
2. Decides that the Board of Directors will fix the rights of
the shares and / or securities giving access to the Company's share
capital; on the other hand, it decides that any issue of preference
shares and securities giving access to preference shares is
expressly excluded;
3. Decides that the nominal amount of the capital increases that
may be carried out, immediate or future, under this delegation may
not exceed a total nominal amount of 1,650,000 euros or its
equivalent in foreign currency, given this amount will be charged
on the overall nominal ceiling of 2,500,000 euros for the sixteenth
resolution and that this amount does not take into account
adjustments likely to be operated in accordance with the
legislative and regulatory provisions applicable and, where
appropriate, to the contractual stipulations providing for other
cases of adjustment, to protect the rights of holders of securities
or other rights giving access to capital;
4. Decides to remove the preferential subscription right of the
shareholders in securities covered by this resolution and to
reserve the right to subscribe them to industrial or commercial
health/pharmaceutical/biotechnology companies or savings fund
managers of French law or foreign law investing, directly or
indirectly through a French or foreign financial intermediary, in
the health/pharmaceutical/biotechnology sector, or individuals
having a significant net worth (at least 500,000 euros), investing
directly or indirectly through any legal entity and/or a French or
foreign financial intermediary, and with experience in the
health/pharmaceutical/biotechnology sector;
5. Notes that if the subscriptions have not absorbed all of an
issue of shares or securities, the Board of Directors may limit the
amount of the transaction to the amount of the subscriptions
received;
6. Notes that the delegation carries full right to the benefit
of the holders of securities issued to the title of this resolution
and giving access to the capital of the company, waiver of the
shareholders to their preferential subscription right to the shares
or securities giving access to the capital that these securities
entitle immediately or at term;
7. Decides that the issue price of the shares issued as part of
this delegation, will be at least equal to the average weighted by
the volume of the trading prices of the shares selected from a
period of between five and thirty consecutive trading sessions
amongst the 30 trading sessions prior to the fixing of the issue
price, with a permitted discount of a maximum of 20%, after
adjustment, if necessary, of this amount to account for the
difference at date of possession;
8. Decides that the issue price of the securities giving access
to capital will be such that the amount received immediately by the
company plus, as appropriate, may be seen later by it, either, for
each share issued in consequence of the issuance of these
securities, at least equal to the issue price defined in paragraph
above;
9. Decides that the Board of Directors will have full powers to
implement this delegation of authority and, in particular, to: -
decide on the issue of securities, determine the terms and
conditions of the transactions, determine the form and
characteristics of the securities to be issued and set the
conditions of subscription, the terms of their release, their date
of enjoyment (with a permitted retroactive date of enjoyment), the
manner in which the securities issued on the basis of this
delegation will give access to common shares of the Company; -
establish the list of the beneficiary or beneficiaries of the
removal of the preferential subscription right within the
categories defined in paragraph 4 of this resolution and the number
of shares or securities allocated to each of them; - charge the
amount of the costs relating to these capital increases to the item
"share premium" and, if it deems it appropriate, deduct from it the
sums necessary to increase the legal reserve to one-tenth of the
new share capital after each issue; - record the completion of the
share capital increase, amend the Articles of Association and carry
out, directly or by proxy, all transactions and formalities related
to the share capital increases carried out pursuant to this
authorisation;
In addition, the Board of Directors may generally take all the
necessary measures and conclude all agreements to achieve the
successful completion of the proposed issue, to carry out all the
formalities required for the admission of the shares issued on the
Euronext Growth Paris market or any other market;
10. Acknowledges that, should the Board of Directors use the
delegation of authority conferred upon it in this resolution, the
Board of Directors will report to the following ordinary general
meeting in accordance with the law and applicable regulations, the
use made of the authorisations conferred in this resolution; and
11. Acknowledges that this delegation renders null and void as of
this day, if applicable, the unused part of any previous delegation
having the same purpose, that is to say any delegation of authority
relating to the capital increase with cancellation of the
preferential subscription right in favour of a category of persons
whose definition is similar to the definition in paragraph 4 of
this resolution and in particular the delegation granted by the
general meeting of the Company dated December 5, 2016.
The delegation thus granted to the Board of Directors is valid
for a period of 18 months from this meeting.
Alternative Special Resolution 15
Fifteenth resolution
Authorisation given to the Board of Directors in case of capital
increase, with or without removal of the preferential right of
subscription, to increase the number of shares to be issued
The General Assembly, acting under the conditions of quorum and
majority of extraordinary general meetings, after deliberating on
and having considered the report of the Board of Directors and the
special report of the Auditor, in accordance with the provisions of
article L.225 - 135-1 of the French Commercial Code,
Taking into account the amendment brought to the special
resolution 12,
1. allows the Board of Directors, with the option of
sub-delegation, to increase the number of shares to be issued for
each of the issues with or without preferential subscription right
agreed upon under the twelfth, thirteenth and fourteenth
resolutions of the this meeting, within 30 days of the close of the
subscription in the limit of 15% of the initial issue and at the
same price as that used for the initial issue; and
2. Decides that the maximum nominal amount of capital increases
that may be carried out under this delegation will be charged on
the overall nominal ceiling of capital increase set by the
sixteenth resolution of this meeting.
The authorisation granted to the Board of Directors under this
resolution is valid for a period of 18 months from the current
meeting.
* * *
Following this further consultation with those shareholders
present in the meeting, and taking fully into account the voting
indications of shareholders who had voted via proxy, sufficient
support was obtained by the Company and the Revised Resolutions
were duly passed.
The Board is committed to continuing its dialogue with
shareholders and will continue to engage in the coming months to
further articulate its growth strategy.
- End -
About Novacyt Group
The Novacyt Group is a rapidly growing, international
diagnostics group with a growing portfolio of cancer and infectious
disease products and services. Through its proprietary technology
platform, NOVAPrep(R) , and molecular platform, genesig(R) ,
Novacyt is able to provide an extensive range of oncology and
infectious disease diagnostic products across an extensive
international distributor network. The Group has diversified sales
from diagnostic reagents used in oncology, microbiology,
haematology and serology markets, and its global customers and
partners include major corporates.
For more information please refer to the website:
www.novacyt.com
Contacts
Novacyt SA
Graham Mullis, Chief Executive Officer
Anthony Dyer, Chief Financial Officer
+44 (0)1223 395472
Stifel Nicolaus Europe Limited (Nominated Advisor and Joint
Broker)
Jonathan Senior / Fred Walsh / Ben Maddison
+44 (0)20 7610 7600
WG Partners (Joint Broker)
Nigel Birks / Chris Lee / Claes Spång
+44 (0) 203 705 9330
FTI Consulting (International)
Brett Pollard / Victoria Foster Mitchell
+44 (0)20 3727 1000
brett.pollard@fticonsulting.com /
victoria.fostermitchell@fticonsulting.com
FTI Consulting (France)
Arnaud de Cheffontaines / Astrid Villette
+33 (0)147 03 69 47 / +33 (0)147 03 69 51
arnaud.decheffontaines@fticonsulting.com /
astrid.villette@fticonsulting.com
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END
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