Last checked at 11 Jan 2024 07:01
RNS
11 January 2024
Gresham Technologies plc
Board Appointment
Gresham Technologies plc (LSE: "GHT", "Gresham", "Group", "Company"), the leading software and services company that specialises in providing solutions for data integrity and control, banking integration, payments and cash management, is pleased to announce that it has appointed Oliver Scott as non-executive Director, effective immediately.
Oliver is a managing partner of Kestrel Partners LLP ("Kestrel"), which he co-founded in 2009. Prior to this, Oliver spent 20 years advising smaller quoted and unquoted companies, latterly as a director of KBC Peel Hunt Corporate Finance. He is currently a non-executive director at K3 Business Technology PLC and Redcentric Plc; holding directorships over the past five years at Smoove PLC, Idox PLC, IQGeo Group PLC, and KBC Advanced Technology PLC.
Kestrel invests in UK listed companies with a particular focus on the enterprise software and services sector, and is Gresham's largest shareholder, with a holding of 20,004,573 ordinary shares in the Company as at 10 January 2024; representing 23.9% of the Company's issued share capital. In addition to his interest in the Company via Kestrel, Oliver has a personal beneficial interest in 5,555 ordinary shares in the Company.
Relationship Agreement
In conjunction with Oliver's appointment, the Company has entered into a relationship agreement with Kestrel. The key terms of this agreement are as follows:
· | All transactions, agreements or arrangements entered into between a member of the Group and Kestrel and/or any of its associates will be conducted on an arm's length basis and on normal commercial terms; |
· | Kestrel 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 Kestrel shall at all times constitute a majority of the Gresham board ("Board"); |
· | Kestrel and its associates will not propose any resolution or other action to cancel the trading of the Company's shares from trading on the Main Market of the London Stock Exchange without the Board's approval; and |
· | Kestrel 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 Last, Chair, commented:
"Kestrel has been one of the Company's largest investors for many years and we welcome Oliver onto the Board as their representative. Oliver brings significant public markets and technology investment knowledge, and we look forward to working with him."
Other than as set out in this announcement there are no further disclosures required in respect of Oliver Scott under paragraph 9.6.13 of the Listing Rules.
Enquiries
Gresham Technologies plc | +44 (0) 207 653 0200 |
Ian Manocha / Tom Mullan | |
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Singer Capital Markets (Financial Adviser and Broker) | +44 (0) 207 496 3000 |
Shaun Dobson / Tom Salvesen / Jen Boorer | |
Alma Strategic Communications | +44 (0) 203 405 0205 |
Josh Royston / Hilary Buchanan / Matthew Young |
Note to editors
Gresham Technologies plc is a leading software and services company that specialises in providing real-time solutions for data integrity and control, banking integration, payments and cash management. Listed on the main market of the London Stock Exchange (GHT.L) and headquartered in the City of London, its customers include some of the world's largest financial institutions and corporates, all of whom are served locally from offices located in the UK, Europe, North America and Asia Pacific.
Gresham's award-winning Clareti software platform is a highly flexible and scalable platform, available on-site or in the cloud, designed to address today's most challenging financial control, risk management, data governance and regulatory compliance problems. Learn more at www.greshamtech.com.