10 May 2023 13:26
10 May 2023
Cenkos Securities plc
("Cenkos" or the "Company")
Result of AGM; appointment of Ben Procter as CFO and COO
At Cenkos' annual general meeting held earlier today (the "AGM"), all resolutions proposed were duly passed.
Further to previous announcements on 24 March 2023 and 5 December 2022, with effect from the conclusion of today's AGM, Ben Procter has joined the Board as Chief Financial Officer, Chief Operating Officer and as an executive director of the Company.
Disclosure requirements pursuant to the Takeover Code
The disclosures below are being made pursuant to the requirements of the Takeover Code and defined terms in this announcement shall have the meanings set out in the scheme document published by Cenkos dated 20 April 2023.
Under the terms of an executive service agreement dated 9 May 2023, Ben Procter is paid an annual base salary of £250,000. He is eligible to receive an additional discretionary bonus. He is also entitled to a pension contribution on a statutory minimum basis based on qualifying earnings and will receive life assurance and private medical insurance. He is also eligible for cover under any director or officer insurance that Cenkos maintains from time to time.
Under his service agreement, his employment may be terminated by either party providing written notice to the other of not less than six months. Cenkos has the ability to make a payment in lieu of notice equal to the base salary and benefits element of his remuneration for any unexpired portion of the notice period. Cenkos also reserves the right to place him on garden leave during his notice period (for all or an element of the notice period). Cenkos is also entitled to dismiss him without notice in certain circumstances such as serious misconduct or following a serious breach of his duties. The service agreement also contains six-month non-competition and six-month non-solicitation post-termination restrictive covenants.
As at the date of this announcement, none of Ben nor any close relative, related trust or connected person of Ben has borrowed or lent, or has a Note 11 arrangement with any other person, or has any interest in, right to subscribe in respect of, or short position in relation to, relevant Cenkos securities other than a contractual right pursuant to his offer letter dated 14 October 2022 to be awarded 317,461 Cenkos Shares in lieu of unvested cash and share awards from his previous employer to vest equally in April 2024, 2025 and 2026. It is intended that this award will be made prior to the Effective Date of the Scheme.
As at the date of this announcement, none of Ben nor any close relative, related trust or connected person of Ben has dealt in any relevant Cenkos securities during the Offer Period.
As at the date of this announcement, none of Ben nor any close relative, related trust or connected person of Ben has borrowed or lent, or has a Note 11 arrangement with any other person, or has any interest in, right to subscribe in respect of, or short position in relation to, relevant finnCap securities, and no such person has dealt in any relevant finnCap securities during the Offer Period.
Save as disclosed above:
(i) Ben is not entitled to any commission or profit-sharing arrangements;
(ii) other than statutory compensation and payment in lieu of notice, no compensation is payable to Ben upon early termination of his contract or appointment;
(iii) there are no service contracts or letters of appointment between Ben and any member of the Cenkos Group and no such contract has been entered into or amended within the six months preceding the date of this announcement; and
(iv) the effect of the Scheme on the interests of Ben Procter does not differ from its effect on the like interests of any other holder of Scheme Shares.
For further information, please contact:
Cenkos Securities plc
Julian Morse, Chief Executive Officer Tel: 020 7397 8900
SPARK Advisory Partners Limited
Matt Davis, Nominated Adviser Tel: 020 3368 3552
Additional information
In accordance with AIM Rule 17 and Schedule 2 paragraph (g) of the AIM Rules, further information required to be disclosed in relation to Ben Procter is set out here:
Full name and age:
Ben Procter aged 51
Current Directorships/Partnerships:
None
Previous Directorships/Partnerships over the past five years:
None
Current shareholding in the Company:
None