TIDMSYS
RNS Number : 7369A
SysGroup PLC
26 May 2023
26 May 2023
SysGroup plc
("SysGroup" or the "Company")
Board Changes, related party transactions and confirmation of
trading position
SysGroup plc (AIM:SYS), the multi award-winning technology
solutions provider, announces the following changes to its Board of
Directors.
Board Changes
After nine successful years, Adam Binks has notified the Board
of his intention to step down from his role as Chief Executive
Officer and the Board. Adam will step down from the Board
immediately following the announcement of the Group's full year
results for the year ended 31 March 2023 ("FY23 Results") on 26
June 2023.
Adam has played a pivotal role in leading SysGroup's
transformation to an award-winning technology solutions provider
successfully executing 5 acquisitions and growing the Group's
revenue from GBP8 million to over GBP20 million during his tenure.
Adam has agreed to remain as a consultant to the Company for a
period of six months to ensure the orderly and smooth transition of
his responsibilities.
Heejae Chae will join the Board as Executive Chairman following
announcement of the Company's FY23 Results and will take day-to-day
responsibility for the running of the Company. Heejae's appointment
is subject to regulatory approval and a further announcement will
be made in due course. Heejae was previously Group Chief Executive
Officer of Scapa Group plc and Volex Group plc. He is currently the
Chairman of the Remuneration Committee at IP Group plc. On Heejae's
appointment to the Board, Michael Edelson will step down to become
a Non-Executive Director. Michael Edelson has notified the Board
that he will subsequently retire from the Board following the
Company's next AGM, due to be held in September 2023.
Confirmation of Trading Position
The Board reconfirms the trading guidance provided in its
announcement on 17 April 2023 and remains on track for publication
of its results for the year ended 31 March 2023 on 26 June
2023.
Related Party Transactions
In respect of Adam Binks' departure, the Board has agreed that
the 826,394 unvested options granted to Adam Binks under the
Company's 2020 LTIP Scheme may vest with immediate effect with all
restrictions on all his options waived. Adam Binks has agreed to
immediately exercise all his options granted under the 2018 and
2020 LTIP schemes, totalling 2,076,394 ordinary shares of 1p each
(" Ordinary Shares "). Adam Binks has further agreed to sell, and
the Company has agreed to buy, a total of 2,076,394 Ordinary Shares
at a price of GBP0.375 per Ordinary Share. The Company will hold
these Ordinary Shares in treasury to satisfy the exercise of future
share options under SysGroup's share incentive schemes.
The Remuneration Committee has agreed that the 482,235 unvested
options granted to Martin Audcent, the Company's Chief Financial
Officer, under the Company's 2020 LTIP Scheme may vest with
immediate effect with all restrictions on all his options
waived.
The above arrangements constitute related party transactions
under the AIM Rules for Companies ("AIM Rules") (the "Related Party
Transaction"). The independent directors of the Company, being the
non-executive directors, consider, having consulted with Liberum
Capital, the Company's nominated adviser, that the terms of the
Related Party Transaction are fair and reasonable insofar as
shareholders of the Company are concerned.
Michael Edelson, Non-Executive Chairman commented:
"On behalf of the Board I would like to thank Adam for his
unswerving commitment during his tenure at SysGroup. He has
demonstrated excellent leadership through extremely challenging
times, especially through recent events and his experience and
knowledge of both the technology sector and capital markets has
proved invaluable. I know I speak for all stakeholders by wishing
him well for the future. The Board is grateful for Adam's work
these past nine years."
"For me, whilst I am sad to be stepping down from the board of
SysGroup, I am confident that now is the right time to step aside
having been chair of the Company since its admission to trading on
AIM in 2013 and wish Heejae the best of luck with the position of
Executive Chairman."
Adam Binks, Chief Executive Officer, commented:
"I've thoroughly enjoyed my tenure at SysGroup, the last 5 years
of which as CEO. Together with the team, we have built a solid
business which can be used to bolt-on further acquisitions and
continue to grow organically and I am looking forward to seeing
SysGroup go through its next stage of growth under Heejae's
leadership.
"Finally, I would like to personally thank all of my board
colleagues, the shareholders and the wider SysGroup team for their
continued support over the years."
For further information please contact:
SysGroup plc Tel: 0151 559 1777
Adam Binks, Chief Executive Officer
Martin Audcent, Chief Financial Officer
Liberum (Nomad and Broker) Tel: 0203 100 2000
Edward Mansfield
Alma PR (Financial PR) Tel: 07780 901 979
Josh Royston
Matthew Young
About SysGroup
SysGroup is a multi-award-winning technology solutions provider
that creates value through technology transformation. Our mission
is to supercharge the UK mid-market and we have built our business
around our customers' challenges, enabling them to drive
productivity, increase their resilience, mitigate risk and become
more sustainable. Our bespoke solutions are at the forefront of
technology innovation, combining world-class, green technology
infrastructure with cutting-edge expertise and best-in-breed
partners.
The Group has offices in Bristol, Edinburgh, Liverpool, London,
Manchester and Newport.
For more information, visit http://www.sysgroup.com
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