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NetScientific PLC - Board changes and Grant of Options

RNS Number : 1772H
NetScientific PLC
02 December 2020
 

NetScientific plc

("NetScientific", the "Group" or the "Company")

 

Board changes and grant of Options

 

London, UK - 2 December 2020 - NetScientific plc (AIM: NSCI), the life sciences, technology, investment and commercialisation Group, is pleased to announce the planned strengthening of the Board in line with the stated strategy and shareholder circular from 6 August 2020 with the following appointments:

 

1.   Appointment of John Clarkson as Executive Chairman of NetScientific (from his previous position as Non-Executive Chairman), as Chairman of NetScientific subsidiary ProAxsis, and as a Director of Glycotest.

2.   Appointment of Clive Sparrow as a new Non-Executive Director of NetScientific and Chairman of the Audit Committee.

3.   Additional responsibilities for Professor Stephen Smith as Chairman of the newly setup Scientific and Technology Advisory Group.

4.    Confirmation of Stephen Crowe as full-time Group Chief Financial Officer.

5.    Grant of options to Directors and senior management.

 

Dr. Ilian Iliev, Chief Executive Officer of the Company said: "I am delighted to announce this further significant step in our planned strategy implementation. John Clarkson's move to an Executive Chairman position will let NetScientific further benefit from his wealth of commercial, international and corporate governance expertise, as we continue to build out our cross-Atlantic strategy and drive shareholder value.  We welcome Clive to the Board of NetScientific, and look forward to his contributions as Chair of the Audit committee and more broadly. We also welcome Professor Stephen Smith's support in building out the Scientific and Industry Advisory Group and contributing his networks and industry standing. I expect that the strengthened, experienced and balanced Board will strengthen the Executive's ability to implement the Group's strategy and grow shareholder value."

 

1.    Appointment of John Clarkson as Executive Chairman

John joined the NetScientific Board in December 2019, then was appointed as Non-executive Chairman in March 2020, and since then has been working alongside the CEO in the strategy review and implementation, including leading the acquisition of EMV Capital and the £2.3 million placing in August 2020.  John will continue to work alongside and support the CEO with a focus on implementation of the company's turnaround and growth strategy, Board representation and proactive management of the portfolio companies and leading work on special projects. He will also contribute his corporate experience working in North America to accelerate NetScientific's cross-Atlantic strategy. John joins the ProAxsis Limited Board as Chairman and the Glycotest Board as a Director.

 

2.    Appointment of Clive Sparrow as Non-Executive Director to the NetScientific Plc Board.

The NetScientific Board is pleased to announce that Clive Sparrow will join the Board with immediate effect as a Non-Executive Director and Chair of the Audit Committee.

Clive is an experienced Director and Chairman of an Audit committee, with a background at the NHS, PWC and HM Treasury. He is also a Non-Executive Director serving on the board of the largest community healthcare NHS Trust in London. He has a proven track record in strategy development, transformational change, risk management and performance improvement. His sector specialties are: government, the NHS, and regulation.

Clive had a successful career as a management consultant with two professional services firms: Grant Thornton and PricewaterhouseCoopers (PwC). For three years, he worked as a Director in HM Treasury, driving the delivery of a successful change programme. He has also set up and led two profitable start-up companies. 

Clive is a Fellow of the Association of Chartered Certified Accountants, a Chartered Public Finance Accountant and a member of the Healthcare Financial Management Association. He holds a degree in Economics from the University of Nottingham. 

Clive Bertram Sparrow (aged 69) currently holds or has held in the past 5 years the following directorships and partnerships:

 

Current directorships

 

Past Directorships & Partnerships

Central London Community Healthcare NHS Trust

 

Pareto Management Ltd

 

 

The Childhood Trust

 

No further disclosure is required under Paragraph (g) to Schedule Two of the AIM Rules for Companies.

 

3.    Appointment of Prof. Stephen Smith as head of the newly NetScientific's established Scientific and Technology Advisory Group

 

Professor Stephen Smith has been a Non-Executive Director at NetScientific Plc since 2016. Professor Stephen will be the Chairman of NetScientific's new Scientific and Industry Advisory Group, with a remit to help the Company identify leading experts in industry and science within NetScientific's core areas of focus. In addition to his role, he will provide scientific expertise to portfolio companies and new opportunities.

 

4.    Appointment of Stephen Crowe as full-time Chief Financial Officer

 

We are pleased to confirm the appointment of Stephen Crowe to full time Chief Financial Officer. Stephen is a highly experienced finance professional who has previously provided financial consultancy services to NetScientific.

 

5.    Grant of Options to Directors/Senior Management

 

In line with the priorities identified in the circular, the NetScientific Remuneration Committee has approved the award of the following options:

 

Director

Number of existing options held

Number of New Options granted

Total number of options held

John Clarkson

0

382,465

382,465

Stephen Smith

3,000

46,155

49,155

Clive Sparrow

0

46,155

46,155

Stephen Crowe

0

46,155

46,155

 

The grant of the New Options represents the recommendations of the Board's Remuneration Committee, in respect of remuneration arrangements for Directors and senior management.

The New Options were granted under the NetScientific Share Option Scheme, pursuant to which options over a total of 1,263,993 Ordinary Shares have now been granted, representing 8.47 per cent. of the current issued share capital of the Company. 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 45.5 pence per share (the "Exercise Price"), 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. The New Options 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 notifications, made in accordance with the requirements of the EU Market Abuse Regulation, are appended below.

 

About ProAxsis

ProAxsis Limited is a commercial-stage diagnostics company, based in Northern Ireland, and with a rapidly growing global client list of pharmaceutical companies and academic laboratories. The company has developed activity-based immunoassays for the specific quantification of the active form of Neutrophil Elastase, Proteinase 3 and Cathepsin G.

In addition to proteases, the company also has significant expertise in the measurement of other inflammatory biomarkers, including IL-6, IL-8 and TNF-alpha.

Aside from the provision of assays, ProAxsis is able to offer a sample analysis service at its purpose-built laboratory facility in Belfast and is currently supporting a number of pharmaceutical company-sponsored Phase I, II and III clinical trials.

ProAxsis is a fully owned subsidiary of NetScientific Plc.

To learn more about ProAxsis, please visit www.proaxsis.com.

 

About Glycotest Inc.

Glycotest Inc. is a private liver disease diagnostics company commercializing novel clinical laboratory testing services for patients with serious liver disease, and a subsidiary of NetScientific.  The Company was founded in 2012 on proprietary technology that originated at the Philadelphia area institutions Baruch S. Blumberg Institute and Drexel University College of Medicine. In October 2018 the company signed a $10mln Series A milestone-based investment round with global pharma corporation Fosun Pharma. 

Glycotest is a 65.6% subsidiary of NetScientific Plc.

To learn more about Glycotest, please visit:   www.Glycotest.com.

 

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Following the publication of this announcement, this inside information is now considered to be in the public domain.

 

For more information, please contact:

 

NetScientific 

Ilian Iliev, CEO  Tel: +44 (0)20 3514 1800

WH Ireland (NOMAD, Financial Adviser and Broker)

Chris Fielding / Darshan Patel  Tel: +44 (0)20 7220 1666

 

The information below, set out in accordance with the requirements of the EU 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

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

 John Clarkson

2

Reason for the notification

a)

Position/status

 Chairman, NetScientific plc

b)

Initial notification/ Amendment

 Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

NetScientific plc

b)

LEI

213800N5WD46G1Y7I458

4

Details of the transaction(s): section to be repeated 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 of the financial instrument, type of instrument

Identification code

Options over Ordinary Shares

 

ISIN for NetScientific plc Ordinary Shares: GB00BN4R5Q82

b)

Nature of the transaction

Grant of options

c)

Price(s) and volume(s)

Price(s)

Volume(s)

 £0.455

 382,465 options

 

d)

Aggregated information

-      Aggregated volume

-      Aggregated price

-      Aggregated total

N/A

e)

Date of the transaction

30 November 2020

f)

Place of the transaction

Outside a trading venue

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

 Prof. Stephen Smith

2

Reason for the notification

a)

Position/status

 Non-executive Director, NetScientific plc

b)

Initial notification/ Amendment

 Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

NetScientific plc

b)

LEI

213800N5WD46G1Y7I458

4

Details of the transaction(s): section to be repeated 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 of the financial instrument, type of instrument

Identification code

Options over Ordinary Shares

 

ISIN for NetScientific plc Ordinary Shares: GB00BN4R5Q82

b)

Nature of the transaction

Grant of options

c)

Price(s) and volume(s)

Price(s)

Volume(s)

 £0.455

 46,155 options

 

d)

Aggregated information

-      Aggregated volume

-      Aggregated price

-      Aggregated total

N/A

e)

Date of the transaction

30 November 2020

f)

Place of the transaction

Outside a trading venue

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

 Clive Sparrow

2

Reason for the notification

a)

Position/status

 Non-executive Director, NetScientific plc

b)

Initial notification/ Amendment

 Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

NetScientific plc

b)

LEI

213800N5WD46G1Y7I458

4

Details of the transaction(s): section to be repeated 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 of the financial instrument, type of instrument

Identification code

Options over Ordinary Shares

 

ISIN for NetScientific plc Ordinary Shares: GB00BN4R5Q82

b)

Nature of the transaction

Grant of options

c)

Price(s) and volume(s)

Price(s)

Volume(s)

 £0.455

 46,155 options

 

d)

Aggregated information

-      Aggregated volume

-      Aggregated price

-      Aggregated total

N/A

e)

Date of the transaction

30 November 2020

f)

Place of the transaction

Outside a trading venue

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

 Stephen Crowe

2

Reason for the notification

a)

Position/status

 CFO, NetScientific plc

b)

Initial notification/ Amendment

 Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

NetScientific plc

b)

LEI

213800N5WD46G1Y7I458

4

Details of the transaction(s): section to be repeated 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 of the financial instrument, type of instrument

Identification code

Options over Ordinary Shares

 

ISIN for NetScientific plc Ordinary Shares: GB00BN4R5Q82

b)

Nature of the transaction

Grant of options

c)

Price(s) and volume(s)

Price(s)

Volume(s)

 £0.455

 46,155 options

 

d)

Aggregated information

-      Aggregated volume

-      Aggregated price

-      Aggregated total

N/A

e)

Date of the transaction

30 November 2020

f)

Place of the transaction

Outside a trading venue

 

About NetScientific

NetScientific is a life sciences, technology, investment and commercialisation Group, leveraging trans-Atlantic relationships and global opportunities to deliver shareholder value.

For more information, please visit the website at   www.NetScientific.net

 

 

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