TIDMEKF
RNS Number : 3845P
EKF Diagnostics Holdings PLC
20 June 2022
EKF Diagnostics Holdings plc
("EKF", the "Company" or the "Group")
Distribution of shares in Verici Dx plc
Approval of dividend in specie of investment in Verici Dx
plc
EKF Diagnostics Holdings plc (AIM: EKF), the AIM listed global
diagnostics business, declares the distribution of shares in its
investment, Verici Dx plc ("Verici") via a distribution in specie
of shares to the Company's shareholders.
In March 2022, EKF confirmed its intention to distribute, to its
own shareholders, the Verici ordinary shares it would receive as a
result of the Company's participation in the recent fundraising by
Verici, in addition to its existing shareholding in Verici
(together the "Investment Shares"), as soon as reasonably
practicable and subject to appropriate arrangements to maintain an
orderly market in Verici's shares following such distribution(1) .
Shareholder approval was granted at EKF's Annual General Meeting
held on 18 May 2022, to distribute the Investment Shares by way of
a dividend in specie to EKF shareholders ("Relevant EKF
Shareholders") on the register at the close of business on 24 June
2022 (the "Record Date").
On 17 June 2022, the board of EKF (the "Board") convened and
declared a dividend in specie of the Investment Shares to trustees,
to be held on trust for the Company's shareholders (the
"Dividend"). The Investment Shares comprise a total of 9,098,611
ordinary shares in Verici of GBP0.001 each. Relevant EKF
Shareholders will receive one Investment Share for every 50
ordinary shares held in the Company.
Relevant EKF Shareholders will become the beneficial owners of
their respective Investment Shares upon completion of the transfer
of the Investment Shares to Broadway Nominees Limited ("Broadway"),
at which time an 'omnibus' share certificate in respect of the
Investment Shares will be issued and held by Broadway, on trust on
behalf of the Relevant EKF Shareholders for a period of 365 days
from the date of transfer (the "Lock-up Period"). Relevant EKF
Shareholders will receive a letter informing them of their
beneficial holdings of Investment Shares shortly after the transfer
of the Investment Shares to Broadway.
During the Lock-up Period, Relevant EKF Shareholders will not be
permitted to transfer the legal or beneficial ownership of their
Investment Shares.
All ordinary shares in Verici, including the Investment Shares,
will rank equally in respect of voting and dividend rights.
The legal title to the Investment Shares will be held by
Broadway as trustee during the Lock-Up Period. During the Lock-up
Period, Broadway will request that Verici's registrar seeks the
voting instructions of the Relevant EKF Shareholders in relation to
any shareholder resolution of Verici and will vote those Investment
Shares in accordance with such instructions as it receives.
Within 28 days of the expiry of the Lock-up Period, Relevant EKF
Shareholders will be sent a certificate for the number of
Investment Verici Shares indicated above, which shareholders will
then have the option to dematerialise and hold via CREST.
Should a Relevant EKF Shareholder holding their qualifying
interest in EKF via CREST wish to receive their Investment Shares
(i.e. Verici shares from this distribution) in due course directly
into the same account, an announcement will be issued 30 days prior
to end of the Lock-up Period setting out the details of how the
legal title in the Investment Shares can be transferred to you at
the end of the Lock-up Period.
The anticipated timetable for the Dividend is:
EKF ordinary shares marked as ex dividend Start of trading on 23 June
2022
Record Date for the distribution of the Close of business on 24 June
Investment Shares 2022
Transfer of Investment Shares in Verici 27 June 2022
to Broadway as trustee
Lock-up Period ends 26 June 2023
Notes:
1 The following links are the relevant previous announcements in relation to EKF's intentions:
a. Proposed Fundraise (RNS 6654D, 07:10, 4 March 2022)
https://www.londonstockexchange.com/news-article/VRCI/proposed-fundraise/15353841
b. Result of Fundraise (RNS 7473D, 16:13, 4 March 2022)
https://www.londonstockexchange.com/news-article/VRCI/result-of-fundraise/15355048
EKF Diagnostics Holdings plc www.ekfdiagnostics.com
Mike Salter, CEO Tel: +44 (0)29 2071 0570
Marc Davies, CFO
Singer Capital Markets (Nominated Adviser Tel: +44 (0)20 7496 3000
& Joint Broker)
Aubrey Powell / George Tzimas
Investec Bank plc (Joint Broker) Tel: +44 (0)20 7597 4000
Gary Clarence / Daniel Adams / Ben
Farrow
Walbrook PR Limited Tel: +44 (0)20 7933 8780 or ekf@walbrookpr.com
Paul McManus / Lianne Applegarth Mob: +44 (0)7980 541 893 / +44
(0)7584 391 303
About EKF Diagnostics Holdings plc ( www.ekfdiagnostics.com
)
EKF is a leading global diagnostics business with custom
manufacturing facilities across sites in the US, UK and Europe for
a variety of life science products. EKF is focussed on the
following areas:
Point-of-Care Providing a portfolio of Point-of-Care analysers
and consumables, particularly for use in the area
of Hematology and Diabetes, for use in hospital
and research laboratories, doctor's offices, blood
banks and for in-field anaemia screening programmes.
EKF has an estimated 80,000 hemoglobin, hematocrit,
HbA1c, glucose and lactate analysers in regular
use across more than 100 countries.
Central Laboratory Clinical chemistry, Small lab analysers, Centrifuges
Beta-Hydroxybutyrate (<BETA>-HB) LiquiColor,
Glycates Albumin, Glycated Serum Protein, Nitro-tab,
Procalcitonin
Life Sciences Enzyme fermentation, Custom products and Bulk
fermentation
Contract Manufacturing Bulk formulation, Sample collection kits, Private
labelling, Molecular and forensic kits
Laboratory Services In September 2021, EKF completed the acquisition
of Advanced Diagnostic Laboratory LLC ("ADL Health"),
a Texas based testing laboratory certified under
the Clinical Laboratory Improvement Amendments
("CLIA") for high complexity testing. The laboratory
provides testing for a variety of clinical, forensic
and microbiological sample types using a range
of analytical techniques. This acquisition positions
EKF as a leading 'one stop' provider of diagnostic
products and services from sample collection to
results.
EKF's growth strategy to 2024 and beyond can be summarised
as:
-- continuing innovation in products and services in Point-of-Care,
Central Laboratory and Life Sciences leveraging new and existing
routes to market and relationships;
-- investment in expanded production and kitting capabilities to
offer a suite of diagnostic Contract Manufacturing solutions to
third party businesses;
-- expansion of CLIA Laboratories Testing offering, building on the
acquired capabilities in ADL Health; and
-- concluding complementary earnings-enhancing acquisitions with
key strategic value.
EKF will also continue to generate enhanced shareholder value
through:
-- a progressive dividend policy; and
-- its agreement with Mount Sinai Innovation Partners ("MSIP"), which
allows us advanced access to innovative commercial opportunities
and where we can build on the ongoing successes of Renalytix plc,
Verici Dx plc and Trellus Health plc.
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END
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June 20, 2022 02:00 ET (06:00 GMT)
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