Redcentric
plc
("Redcentric" or the "Group")
Board
Changes
Redcentric plc (AIM: RCN)
("Redcentric" or the "Company"), a leading UK IT managed services
provider, confirms that further to the announcement on 24 September
2024, John Radziwill has been appointed as non-executive director
of the Company after completing the relevant due diligence as part
of the onboarding process for all new board appointments.
Mr Radziwill joins the board as a representative
of ND Capital Investments Limited ("ND Capital"), one of the
Company's largest shareholders, and is a
highly experienced director. Mr Radziwill has held several senior
leadership roles in investment banking, advisory and asset
management.
Relationship Agreement
In conjunction with Mr Radziwill's
appointment, the Company has entered into a relationship agreement
with ND Capital. The key terms of this agreement are as
follows:
·
ND Capital has the right to nominate one person
for appointment as a director of the Company providing that ND
Capital (together with its individual partners and their
affiliates), directly or indirectly, holds no less than 15 per cent
of the voting rights of the Company (or 7.5 per cent taking into
account any reduction in voting rights resulting from any dilution
following the date of the agreement);
·
All transactions, agreements or arrangements
entered into between a member of the Group and ND Capital and/or
any of its associates will be conducted at arm's length and on
arm's length commercial terms;
·
ND Capital shall exercise its voting rights to
ensure, so far as it is able to do so by the exercise of such
rights, that directors independent of ND Capital shall at all times
constitute a majority of the Redcentric board
(save with the approval of a majority
of the independent directors);
·
ND Capital and its associates will not propose any
resolution or other action to cancel the trading of the Company's
shares from trading on AIM without the board's approval
(save with the approval of a majority
of the independent directors); and
·
ND Capital and its associates will not solicit
proxies unless consistent with the recommendation of the board,
exercise powers to requisition a shareholders' meeting,
or undertake any action to obtain or consolidate control of
the Company or seek to do so, otherwise than in accordance with the
Takeover Code.
Richard McGuire, Chair of Redcentric,
commented:
"John brings a wealth of expertise
and experience to the Group. His addition further strengthens the
Board composition and capabilities to drive execution of the
Group's strategic initiatives. John represents one of the Company's
long-standing and major investors through his role at ND Capital,
and we look forward to his valuable insights and contributions in
advancing Redcentric's strategy."
Additional information with regard to John
Radziwill:
The following information is
disclosed in accordance with Schedule 2(g) of the AIM Rules for
Companies:
Full name: John Stanislas Albert
Radziwill
Age: 77
Current directorships:
StoneX Group Inc.
Oryx International Growth Fund
Ltd.
Seatboost Inc.
GGH Management 2 Sp. z o.
o.
GGH Management 3 Sp z
o.o.
StoneX Switzerland SA
Netsurion LLC (formerly known as
VendorSafe Technologies Inc.)
Furnari Sp.z.o.o.
Previous directorships held in the
past 5 years:
GGH MT Sp. z o. o.
Fifth Street Capital
(BVI)
Save as set out above there are no
further disclosures required pursuant to Rule 17 or Schedule Two,
paragraph (g) of the AIM Rules for Companies.
Enquiries:
Redcentric
plc
+44 (0)800 983 2522
Peter Brotherton, Chief Executive
Officer
David Senior, Chief Financial
Officer
Cavendish Capital Markets Limited - Nomad and Sole
Broker
+44 (0)20 7220 0500
Marc Milmo / Callum Davidson / Rory
Sale (Corporate Finance)
Andrew Burdis / Sunila de Silva
(ECM)