Results of General Meeting
11 April 2014
The Board of Image Scan, an AIM-listed specialist in the field of real-time x-ray imaging for the security and industrial inspection markets, announces that at its General Meeting (“GM”), held earlier today, all resolutions were duly passed.
With effect from the close of the GM, the following Board changes took place:
- As previously indicated in the recent circular to shareholders, following shareholder support for the GM resolutions, Mr William Mawer was appointed as Chairman and Chief Executive Officer;
- Mrs Louise George was reappointed to the main Board as Finance Director with shareholder approval;
- Having already given notice of their intention to resign, both Chairman, Mr Brian Emslie, and Non-Executive Director, Mr Nick Fox, stood down from the Board with immediate effect; and
- The Board is also pleased to announce the appointment of Dr Richard Leaver as Non-Executive Director.
Dr Leaver brings considerable public and private company related operational, advanced technology innovation/commercialisation and finance experience within the defence and security sector as well as international consultancy and investment within many leading advanced technology industries.
Formerly holding senior roles with BAE Systems plc and, subsequently, Cambridge-based The Sagentia Group plc, Dr Leaver was latterly four years as Chief Executive of Blue Star Capital plc (AIM: BLU), specialising in defence and security investments. Amongst a number of business interests, he is Investment Director of Boundary Capital LLP, which focusses on early stage unquoted technology investments.
Issue of Shares and Share Options
Mr Mawer has been working as a consultant to the Company for four months. He has agreed to invest part of his fees plus an additional £25,000 into shares as follows:
- £20,750 represented by 879,237 shares at 2.36p per share, this being the average price of the Company’s shares over the period from 4 December 2013 to 28 February 2014;
- £14,000 represented by 466,667 shares at 3.00p per share, this being the average price of the Company’s shares over the period from 3 March 2014 to 10 April 2014; and
- £25,000 represented by 740,741 at 3.375p per share, this being the mid-market price as on 10 April 2014.
- Accordingly, the Company is issuing 2,086,645 shares and application will be made today to the London Stock Exchange for the new ordinary shares, which will rank pari passu with existing ordinary shares in issue, to be admitted to trading on AIM and admission is expected to become effective on 17 April 2014. Following admission, the Company will have a total share capital of 78,354,577 ordinary shares of 1p each and Mr Mawer will hold 2.66% of the enlarged share capital.
Also, as of today, the Company has awarded options over a further 1,900,000 shares with an exercise price of 3.375p and a 3 year vesting period as follows:
- Mr Mawer 1,500,000
- Dr Leaver 400,000
Commenting on today’s statement William Mawer, newly appointed Chairman and Chief Executive Officer, said:
“I am delighted to be joining the Board of Image Scan at such a pivotal time in its PLC history. Whilst our recently issued full year results reflected a loss, 2013 saw the broadening of the product base by incremental development, profitability restored in the second half of the year and a significantly increased order intake. The Board remains universally focused on driving value for all shareholders.
“I look forward to working with the team and welcome Richard Leaver as Non-Executive Director to our Board. I’d also like to take this opportunity, on behalf of all staff and shareholders, to thank both Brian Emslie and Nick Fox for their years of contribution and support. Their efforts have been tireless and we wish them all the best for the future”.
As in accordance with AIM rules, the following further disclosures are required in respect of the appointment of Richard Alexander Leaver, aged 53. Dr Leaver is currently a director of The PGH Partnership LLP, Greybrook Ltd, Boundary Capital LLP, Alexander Bain & Associates Ltd and Infinity Wireless Limited. Over the last 5 years, Dr Leaver has been a director of:
Pedagog Ltd 23/06/2008 to 25/02/2011
PegasusBridge Fund Management LLP 17/01/2006 to 31/03/2012
Security Innovation Technology Consortium Ltd 22/04/2009 to 31/08/2011
PegasusBridge Corporate Finance Ltd 01/09/2009 to 12/10/2009
Zimiti Ltd 08/02/2008 to 18/06/2011
OmniPerception Ltd 13/03/2008 to 22/03/2011
Blue Star Capital plc 17/07/2008 to 18/07/2012
Ocean Plastics Ltd 21/11/2012 to 03/04/2014
The PegasusBridge Defence & Security Fund Ltd 07/09/2007 to 14/07/2009
PegasusBridge Fund Management Ltd 21/08/2006 to 22/11/2011
PegasusBridge Carried Interest GP Ltd 21/08/2006 to 31/12/2010
There are no further disclosures in respect of Dr Leaver required to be made pursuant to Schedule 2 (g) of the AIM Rules.
For further information, please contact:
Image Scan Holdings plc Tel: +44 (0) 1509 817400
Bill Mawer, Chairman
Louise George, Finance Director
Cantor Fitzgerald Europe Tel: +44 (0) 207 894 7000
Mark Percy / Rick Thompson (Corporate Finance)
Richard Redmayne / Paul Jewell (Corporate Broking)
Yellow Jersey PR Tel: +44 (0) 7747 788 221
Anna Legge / Dominic Barretto
About Image Scan Holdings plc
Image Scan Holdings plc (AIM: IGE) is focused on the development and commercialisation of market leading real-time x-ray solutions for use in the global Security and Industrial inspection markets. The Company’s Security portfolio includes the Axis range of baggage inspection systems; the FlatScan range of portable bomb and suspect package detection systems; and SVXi, a small vehicle inspection system. The Industrial inspection solutions include the MDXi product range, cabinet x-ray systems for laboratories and production lines. The Company is now broadening its scope to look at other key applications where its technology can be adopted, such as in the Medical devices industry. The Company was founded in 1996 and joined AIM in 2002.
For further information on the Company, please visit: www.ish.co.uk – and for further information on its products, please visit: www.3dx-ray.com