The information below is disclosed in accordance with Rule 26 of the AIM Rules and was last updated on 31st October 2017.
The Company is incorporated in France with registered no. 491 062 527.
In addition, it has direct and indirect subsidiaries and a branch based in the UK, with further operations in the US and in Asia Pacific and its products are distributed to and sold across multiple jurisdictions.
The Company is admitted to trading on the AIM market of the London Stock Exchange and listed on Euronext Growth Paris.
The Company is subject to the applicable laws and regulations of France, as well as the regulatory framework that applies to the French and AIM stock markets. The Company also intends to comply with the provisions of the QCA Code as far as is practical for a company of its size and nature and stage of its development.
Novacyt is a rapidly growing, international diagnostics group, generating revenues from the sale of clinical products used in oncology, microbiology, haematology and serology testing. The Group has considerable experience in the development, manufacture and commercialisation of molecular, protein and whole-cell diagnostic products and aims to become a leader in developing new products for the infectious disease and oncology testing markets. The Group has a strong intellectual property portfolio and considerable product and process ‘know-how’ in the key technologies used across its operating segments.
It is a commercially-led business operating through three divisions: Primerdesign; NOVAprep®; and, Lab21.
The Board comprises of two Executive Directors and five Non-executive Directors.
Independent Non-executive Chairman
James is an experienced private equity investor, having spent over 30 years in the finance industry. He has been involved with over 30 businesses of varying sizes and stages of development across a wide range of sectors, including board representation as chairman or non executive director in a number of these. He is also chairman of Promedics Orthopaedics Limited.
Chief Executive Officer
Graham was appointed Chief Executive Officer of Novacyt in 2014, having previously been chief executive officer of Lab21 since 2008. He has over 30 years of experience in the healthcare, pharmaceuticals and medical device market.
Over the years, he has led multiple successful exits, including that of Biocompatibles Eyecare, ClearLab, VisionTec and Optivue. Previous roles have included acting as a C-level executive with Biocompatibles International plc, a FTSE 250 company, and 1-800 CONTACTS, a NASDAQ-listed company.
He holds degrees in BSc Biochemistry & Physiology from Southampton University, United Kingdom and an MBA Business Administration from Warwick Business School, United Kingdom.
Chief Financial Officer
Anthony joined the Group in 2010 and has been Chief Financial Officer since January 2017. He has 17 years of experience in healthcare, pharmaceuticals and medical devices, working primarily with growth companies and executing M&A.
Transactions executed include RiboTargets’ combination with British Biotech, BioFocus’ combination with Galapagos and Galapagos’ e130 million divestment of its service division to Charles River Laboratories.
He holds a BSc (Hons) degree in Maths and Management Science from University of East Anglia, United Kingdom. He is a Fellow of the Association of Chartered Certified Accountants (FCCA).
Andrew Heath MD, PhD
Independent Senior Non-Executive Director
Andrew is a healthcare and biopharmaceutical executive with in-depth knowledge of the US and UK capital markets, with international experience in marketing, sales, R&D and business development. In addition to his role as Non-executive Director for Novacyt since 2015, he is currently the chairman of Shield Therapeutics plc, vice chairman and senior independent director of Oxford Biomedica plc and director of IHT LLC.
From 1999 to 2008, he was the chief executive officer of Protherics plc, taking the company from 30 to 350 members of staff and managing its eventual acquisition by BTG Plc for £220 million. Prior to this, he served as vice president of marketing and sales for Astra Inc in the US and worked within clinical and academic medicine at Vanderbilt University. He is also a former director of The BioIndustry Association.
He graduated in medicine from University of Gothenburg, Sweden, where he also completed his doctoral thesis in human toxicology. He is a fellow of the American Academy of Clinical Toxicology and a fellow of the UK Institute of Directors (IOD).
Dr Ed Snape
Independent Non-Executive Director
Ed has over 40 years of experience in founding, investing in and guiding the development of many public and private healthcare and specialty materials companies. He is a co-founder of NMT Capital (a successor of Nexus) and continues to work as one of its senior advisers. He is also a senior adviser to Maruho Co., Ltd, a director of SAI Holding Company and a co-owner of Nexus Medical, LLC, the general partner of Nexus Medical Partners II, L.P.
Prior to NMT Capital, Ed was managing general partner of The Vista Group, a leading east coast venture capital firm, chairman of Orien Ventures, a private equity firm with Pacific Rim affiliations; and, a director of the Cygnus Funds, two UK-based private equity firms specialising in investments throughout Europe. He was also a founder of a fund based in Indonesia. Early in his career, he founded the Liposome Company, which listed and was later sold to Elan Corporation for over US$500 million.
Over the years, he has been a recipient of several awards in the material sciences industry, including the AB Campbell Award and the Hunt Silver Medal. He also holds several patents in the advanced materials field where he has pioneered various technological innovations and authored numerous technical papers.
He holds BSc and PhD degrees in metallurgy from Leeds University, United Kingdom.
Jean-Pierre is one of Novacyt’s founders when the business was established in July 2006. He has some 30 years of experience in the car and electrical components industry, with various roles in M&A and business restructuring. During this period, he was located for 10 years in Singapore, North America, Belgium and Italy.
He holds a Diplôme from ESC Le Havre (regional business school, France) and DECS (Diplôme d’Etudes Comptables Supérieures, national diploma).
Independent Non-Executive Director
Juliet has a 20 year track record of advising listed healthcare companies in the UK and in Europe as an investment banker, and was formerly a managing director with Nomura Code. She has extensive experience within equity fund raisings and M&A.
In addition to her role as Non-executive Director with the Company since 2017, she is currently non-executive chairman of Premier Vet Group plc, a company listed on the London Stock Exchange, non-executive director of Nexstim Plc, a listed Finnish medical technology company and a non-executive director of GI Dynamics Inc, a US based company.
She holds a BSc degree in Economics from Bristol University, United Kingdom, and is a qualified accountant with the Association of Chartered Accountants.
The Directors recognise the value and importance of high standards of corporate governance and intends to comply with the provisions of the QCA Code as far as is practical for a company of its size and nature and stage of its development and in accordance with the regulatory framework that applies to companies admitted to trading on AIM.
Certain features of the Company’s corporate governance arrangements are as follows:
- The Board comprises seven members, of which five are Non-executive Directors, being James Wakefield, Dr Andrew Heath, Dr Ed Snape, Jean-Pierre Crinelli and Juliet Thompson.
- The Non-executive Directors are appointed to act in the best interests of the Company, and when relevant, appropriately record their concerns about the running of the Company. The Board considers that the Non-executive Directors bring a wide experience at a senior level of business operations and strategy and have an expanse of knowledge and expertise gained from other areas of business.
- Jean-Pierre Crinelli was previously an executive director and a substantial shareholder of the Company and is therefore not considered independent. All other Non-executive Directors are considered independent for the purpose of the QCA Code, as none have beneficial or non-beneficial shareholdings in the Company exceeding 3 per cent., nor receive remuneration other than in cash or shares, nor have an existing tenure of more 12 years. Dr Ed Snape is a co-owner of Nexus Medical, LLC, the general partner of Nexus Medical Partners II, L.P., which has a current shareholding in the Company of less than 3 per cent. Accordingly, the Directors consider that Dr Ed Snape satisfies the independence criteria as set out in the QCA Code.
- All members of the Board retire by rotation in accordance with the Articles. At each annual general meeting of the Company, each Director who has served three years retires from office. A Director who retires at an annual general meeting may, if willing to act and upon proposal of the Board, be reappointed by resolution of the Shareholders.
- The Directors understand the importance of complying with the rules and regulations both in the UK and in France relating to dealings by Directors and other applicable employees in Shares. The Directors therefore intend to comply, and procure compliance with, Rule 21 of the AIM Rules for Companies relating to dealings as well as the Market Abuse Regulation . (EU No. 596/2014) and the Company has adopted an appropriate share dealing code.
- As an existing listed company on Euronext Growth Paris, the Company already has in place an Audit Committee, a Remuneration Committee and a Nominations Committee. The terms of these committees have been updated to reflect market practice on AIM. These committees of the Board have formally delegated responsibilities. Further details of these are set out below:
The Audit Committee’s primary responsibility is to monitor the quality of internal controls and ensure that the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Executive Team and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group.
The Audit Committee meets as appropriate, but not less than twice a year and it has unrestricted access to the Company’s external auditors.
The Audit Committee comprises at least two members, with at least one Non-executive Director considered independent, including the Chair. In addition, the Chief Financial Officer, and other members of the Executive Team as required, may be in attendance. The current members of the Audit Committee are Juliet Thompson (Chair) and Jean-Pierre Crinelli.
The Remuneration Committee determines performance related targets for the members of the Executive Team, reviews their performance and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee meets as appropriate but not less than twice a year.
The Remuneration Committee will also make recommendations to the Board on proposals relating to all long-term incentive scheme structures and any future option schemes and the granting of any share options under such schemes. The remuneration and terms and conditions of appointment of the Non-executive Directors are set by the Board.
The Remuneration Committee comprises at least two members, and all members are Nonexecutive Directors considered independent. The current members of the Remuneration Committeeare Dr Andrew Heath (Chair), Dr Ed Snape and Juliet Thompson.
The Nomination Committee will identify and nominate for the approval of the Board candidates to fill Board vacancies as and when they arise. The Nomination Committee meets as appropriate, but not less than twice a year.
The Nomination Committee comprises at least two members, and all members are Non-executive Directors considered independent. The current members of the Nomination Committee are James Wakefield (Chair), Juliet Thompson and Dr Andrew Heath.
Novacyt S.A. is listed on the Euronext Growth Paris (formerly known as Alternext Paris) and is admitted to trading on the AIM market of the London Stock Exchange.
- AIM securities in issue: 7,188,822
- Euronext securities in issue: 30,475,519
- The percentage of AIM securities not in public hands at admission was 13.5%
The Company’s significant shareholders are:
|Talence Selection PME||2,643,313||7.0%|
|Legal & General Group||2,525,909||6.7%|
|Other AIM CDI holders||1,366,380||3.6%|
|UK legacy (registered)||1,467,130||3.9%|
Rule 17 of the AIM Rules requires, inter alia, that shareholders notify an AIM listed company once their holding is three per cent or more, and changes thereto (movements through a percentage point upwards or downwards).
Last updated on 31/10/17
The Company is not subject to the UK City Code on Takeovers and Mergers. However, French law contains provisions relating to takeovers of certain companies, including the Company.
The General Regulation of the Autorité Des Marchés Financiers of France (the AMF) applies to the Company, as it is a public limited company whose shares were first admitted to trading on Euronext Growth Paris, if an acquisition of hares in such a company were to increase the aggregate holding of the acquirer and its concert parties to interests in shares carrying 50 per cent. or more of the share capital or voting rights in the company, the acquirer and its concert parties would be required (except with the consent of the AMF) to make a cash offer for the outstanding shares at a price not less than the highest price paid for the shares by the acquirer or its concert parties during the previous twelve months.