TIDMNSCI
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
GBP58,007.04;
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 GBP58,007.04.
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 AMED. 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 +44 (0)20 7220
1666
Belvedere Communications
John West / Llew Angus +44 (0) 203 008 6867
Email: nsci@belvederepr.com
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
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name John Clarkson
--------------------- ---------------------------------------------
Reason for the notification
2
--------------------------------------------------------------------
a) Position/status Non-Executive Chairman
--------------------- ---------------------------------------------
b) Initial notification Initial Notification
/Amendment
--------------------- ---------------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
--------------------------------------------------------------------
a) Name NetScientific plc
--------------------- ---------------------------------------------
b) LEI 213800N5WD46G1Y7I458
--------------------- ---------------------------------------------
Details of the transaction(s): section to be repeated
4 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 Options over ordinary shares of GBP0.05 each
of the financial
instrument,
type of instrument GB00BN4R5Q82
Identification
code
--------------------- ---------------------------------------------
b) Nature of the Exercise of options
transaction
--------------------- ---------------------------------------------
c) Price(s) and Price(s) Volume(s)
volume(s) GBP58,007.04 127,488 Ordinary Shares
------------------------
--------------------- ---------------------------------------------
d) Aggregated N/A
information
- Aggregated
volume
- Price
--------------------- ---------------------------------------------
e) Date of the 9 December 2022
transaction
--------------------- ---------------------------------------------
f) Place of the Outside a trading venue
transaction
--------------------- ---------------------------------------------
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name Dr Jonathan Robinson
--------------------- ---------------------------------------------
Reason for the notification
2
--------------------------------------------------------------------
a) Position/status Director
--------------------- ---------------------------------------------
b) Initial notification Initial Notification
/Amendment
--------------------- ---------------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
--------------------------------------------------------------------
a) Name NetScientific plc
--------------------- ---------------------------------------------
b) LEI 213800N5WD46G1Y7I458
--------------------- ---------------------------------------------
Details of the transaction(s): section to be repeated
4 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 Options over ordinary shares of GBP0.05 each
of the financial
instrument,
type of instrument GB00BN4R5Q82
Identification
code
--------------------- ---------------------------------------------
b) Nature of the Grant of options
transaction
--------------------- ---------------------------------------------
c) Price(s) and Price(s) Volume(s)
volume(s) GBP0.655 45,801 Ordinary Shares
-----------------------
--------------------- ---------------------------------------------
d) Aggregated N/A
information
- Aggregated
volume
- Price
--------------------- ---------------------------------------------
e) Date of the 12 December 2022
transaction
--------------------- ---------------------------------------------
f) Place of the Outside a trading venue
transaction
--------------------- ---------------------------------------------
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END
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