PROACTIS Holdings PLC Directorate Changes and Trading Update (7266M)
January 10 2019 - 2:00AM
UK Regulatory
TIDMPHD
RNS Number : 7266M
PROACTIS Holdings PLC
10 January 2019
Proactis Holdings PLC
Directorate Changes
and Trading Update
Proactis Holdings PLC ("Proactis", the "Group" or the
"Company"), the global spend management and B2B eCommerce solution
provider, announces that Tim Sykes has been appointed as Chief
Executive Officer with immediate effect.
Hamp Wall has stepped down as Chief Executive Officer and from
the Board and will continue his involvement with the Company in an
advisory capacity.
The Board has commenced the process to recruit a Chief Financial
Officer to replace Tim, who will continue to manage the finance
function of the Group in the interim period, alongside his new role
as Chief Executive Officer. The Board is considering a short-list
of candidates and a further announcement will be made in due
course, when a suitable candidate has been selected.
Further to the announcement on 24 September 2018, the Company
has agreed that Hamp will not now be obliged to exercise his
conversion rights over the 2.0 per cent. convertible unsecured loan
notes due 2022 (the "Loan Note") issued as part consideration in
connection with the acquisition of Perfect Commerce, LLC on 4
August 2017. Accordingly, the principal amount of $3.75 million
plus all accrued interest up to 31 December 2018 will remain
convertible into 1,770,546 ordinary shares of 10 pence each
("Ordinary Shares") until its maturity on 8 July 2022 and it will
not bear interest until 1 January 2021 at which point interest will
accrue at a rate of 2.0 per cent per annum, payable in cash at
maturity. The Company and Hamp retain certain rights related to the
conversion of the Loan Note into Ordinary Shares and orderly market
provisions attach to those converted Ordinary Shares.
In addition, the Company has agreed to allow Hamp to retain his
interest in up to 246,212 Ordinary Shares (the "LTIP Award") which
he was granted under the terms of the Proactis Group Long-Term
Incentive Plan 2017 adopted on 7 July 2017 (the "LTIP Scheme"), the
details of which are described within the Admission Document
available on Company's website at www.proactis.com. This LTIP Award
vests on 30 November 2020. The Company has also granted Hamp an
option over 300,000 Ordinary Shares at an exercise price of GBP0.10
pence per share under the LTIP Scheme and this option will become
exercisable on or after 1 July 2020 subject to certain performance
criteria related to the promotion and protection of the Company's
interests, such performance being at the sole discretion of the
Remuneration Committee of the Company. Hamp currently owns 12,000
Ordinary Shares, representing 0.01% per cent of the current issued
share capital. Hamp will also receive his contractual entitlements
in full and final settlement of the termination of his
employment.
Sean McDonough will now assume a new title of Chief Information
Officer ("CIO") with immediate effect as this title better reflects
his present role. Sean's previous title was Chief Operating
Officer.
Trading Update
As confirmed in its final year results in October 2018, Proactis
continues to perform in line with management's expectations. The
Company expects to provide a more detailed trading update during
February 2019.
Alan Aubrey, Non-Executive Chairman, commented:
"Tim has been with the Company since its float in 2006 and on a
full-time basis as Chief Financial Officer since December 2015.
During this time, he has played a leading role in a number of key
areas, including the shaping of the Group's strategy, the Group's
M&A programme and the restructuring and shaping of the Group's
executive team. The Board has great confidence in Tim's ability to
drive the business forward in his new role as Chief Executive
Officer.
The Board wishes to thank Hamp for the contribution he has made
to the business since he joined at the time of the Perfect Commerce
acquisition in August 2017. Over the past year Hamp has overseen
the Group's initial phase of integration but the Board and Hamp now
consider that it is an appropriate time to transition the
leadership of the Group."
Tim Sykes said:
"This is a period of great opportunity for the Group as our team
focuses on delivering sustainable organic growth on buy side
applications and develops the Group's supply side strategy. I am
delighted to accept this opportunity to lead the Proactis team as
Chief Executive Officer and I look forward to developing the
business for its customers and driving value for its
shareholders."
Hamp Wall said:
"I am grateful to have had the privilege of leading the Group
through a transformative period of its development and I look
forward to my continuing interest in an advisory capacity. Having
completed the initial phase of integration process over the course
of the last year, I feel it is now both the right time for me and
for the business to look to new leadership for the next stage of
the Group's development."
The information communicated in this announcement contains
inside information for the purposes of Article. 7 of the Market
Abuse Regulation (EU) No. 596/2014.
For further information, please contact:
Proactis Holdings PLC
Tim Sykes, Chief Executive Officer Via finnCap or
Alan Aubrey, Non-Executive Chairman investorcontact@proactis.com
finnCap Ltd
Stuart Andrews/Carl Holmes/Emily Watts - Corporate
Finance
Andrew Burdis/Richard Chambers - ECM 020 7220 0500
Notes to Editors:
Proactis creates, sells and maintains software and services
which enable organisations to streamline, control and monitor all
indirect expenditure. Its solutions are used in approximately 1,000
buying organisations around the world from the commercial, public
and not-for-profit sectors.
Proactis is head quartered in London and floated on the AIM
market of the London Stock Exchange in June 2006.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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