EKF Diagnostics Holdings PLC Executive Performance Bonus (8103R)
March 10 2021 - 6:45AM
UK Regulatory
TIDMEKF
RNS Number : 8103R
EKF Diagnostics Holdings PLC
10 March 2021
This announcement contains inside information
for the purposes of Article 7 of Regulation (EU) No 596/2014
(MAR)
EKF Diagnostics Holdings plc
("EKF", the "Company" or the "Group")
Executive Performance Bonus
EKF Diagnostics Holdings plc (AIM: EKF), the AIM listed
point-of-care business, announces that, further to the announcement
on 5 August 2020 and reflecting the continued value creation for
shareholders in the current financial year, the Company's
Remuneration Committee ("RemCo") has determined that it is
appropriate that the Executive Directors receive an equal
performance-related payment of approximately GBP500,000 each (the
"Bonus").
The Company currently operates a cash-settled, share based
incentive scheme (the "Incentive") for the Company's CEO and
Finance Director (the "Executive Directors"), which is designed to
pay out in the event that the Company is acquired by a third party
(an "Exit"). The Bonus recognises the further significant delivery
by Executive Management, in the absence of any other
performance-related pay mechanism, and substitutes value creation
as the relevant trigger for payment on this portion of the
Incentive. The Bonus has been calculated using a 4.4 pence increase
over the baseline share price used in the Scheme which was reset in
August 2020 to 29 pence. Based on the closing mid-market price of
71.75 pence on 31 December 2020, EKF's share price has improved by
31.1% since 5 August 2020. In addition to the performance of the
EKF price, shareholders who have remained on the Company's register
have also benefitted significantly from the distributions in specie
of the Company's interest in Renalytix AI plc ("RENX") at the time
of its IPO in late 2018 and its subsequent price appreciation
(which as of 9 March 2021 amounted to over 850%), as well as the
subsequent entitlement to the distribution made by RENX of its
original interest in Verici Dx plc which floated in late 2020,
experiencing share price appreciation of approximately 340% from
IPO to 9 March 2021.
Following payment of the Bonus, RemCo considers that the
remaining unpaid amounts under the Incentive continue to provide
strong motivation to the Executive Directors, who will receive a
further potential variable reward in the event of an Exit, equal to
5% of the excess value obtained over the revised baseline price of
33.4 pence per share.
Any future amounts payable to the Executive Directors under the
Incentive in the event of an Exit take into account previously paid
amounts through the resetting of the baseline price. Accordingly,
the aggregate amount payable to the Executive Directors under the
Incentive is unchanged by the payment of the Bonus and the total
value available to Shareholders on an Exit is unaffected by the
prior, partial utilisation of the Incentive to provide
performance-related pay.
Further disclosure will be made in the Company's next Annual
Report as to the independent assessment of the carrying value of
the Incentive arrangement following the above payment.
Following the payment of the dividend of GBP4.6m in December
2020, the earlier investment of GBP3.8m in Trellus Health Limited,
and the proceeds from the sale of Renalytix AI plc shares of
GBP7.7m, the Company's net cash at 31 December 2020 was in excess
of GBP21m (as announced in the trading update of 12 January 2021).
The Company therefore remains very well capitalised to execute its
plans and continues to generate strong operating and net cashflows.
As previously announced, t he Company expects to pay a dividend
again in December 2021 and expects to implement a progressive
dividend policy.
Related party transaction
The Bonus is considered to represent a related party transaction
pursuant to Rule 13 and Rule 16 of the AIM Rules for Companies. The
Non-executive Directors, having consulted with N+1 Singer as the
Company's nominated adviser, consider the terms of the Bonus to be
fair and reasonable in so far as shareholders are concerned.
The persons responsible for arranging the release of this
Announcement on behalf of the Company
are Julian Baines, CEO, and Richard Evans, FD and COO
respectively.
EKF Diagnostics Holdings plc www.ekfdiagnostics.com
Christopher Mills, Non-executive Chairman Tel: +44 (0) 29 2071 0570
Julian Baines, CEO
Richard Evans, FD & COO
N+1 Singer (Nominated Adviser and Broker) Tel: 020 7496 3000
Aubrey Powell / George Tzimas / Tom
Salvesen
Walbrook PR Limited (Financial Tel: +44 (0) 20 7933 8780 or ekf@walbrookpr.com
PR)
Paul McManus / Lianne Cawthorne Mob: +44 (0) 7980 541 893 / +44 (0) 7584
391 303
About EKF Diagnostics Holdings plc ( www.ekfdiagnostics.com
)
EKF Diagnostics Holdings plc specialises in the development,
production and worldwide distribution of point-of-care analyzers
and clinical chemistry reagents for use in hospital and research
laboratories, doctor's offices, blood banks and for in-field
anaemia screening programmes. EKF is also a bulk manufacturer of
enzymes and has custom manufacturing facilities in the USA for a
variety of life science products.
In 2020, EKF developed a range of COVID-19 testing products
including PrimeStore MTM, an FDA-approved and CE marked sample
containment device that allows the safe handling, transportation
and analysis of test swabs and samples, which it manufactures under
licence, and COVID-SeroKlir, a leading ELISA-based antibody test
from Kantaro Biosciences that provides a precise measurement of
COVID-19 IgG antibodies.
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