EKF Diagnostics Holdings plc (AIM: EKF), the AIM listed point-of-care business, announces that a Circular will today be sent to shareholders providing background to, details of and reasons for, a dividend in specie, to facilitate the spin-out of the Company’s shareholding in Trellus Health Limited (“Trellus Health”) to EKF’s shareholders. Trellus Health is a resilience-driven digital health solution for complex chronic conditions, into which EKF made a $5 million investment on the 20 August 2020.
On the 20 August, the Company announced that it was the Trellus Health investors' intention, in the future, to conduct initial market soundings to determine the feasibility and timing of an initial public offering (IPO), and the potential admission to trading on the AIM Market of the London Stock Exchange (AIM) for Trellus Health. If an IPO were to take place, the expectation would be for this to be undertaken in 2021.
The Company will be hosting a General Meeting (“GM”) on Thursday 10 December 2020 at 11 a.m. The purpose of the GM is to seek shareholders’ approval to distribute the Company’s entire holding of Trellus Health shares, by way of a dividend in specie, to EKF shareholders. The Dividend in Specie is conditional upon, inter alia, the shareholders approving an ordinary resolution at the GM.
The value of the Dividend in Specie (the “Value”) has not yet been determined and the number of Trellus Health shares that each shareholder will receive has not yet been determined (the “Ratio”). The Directors will determine whether and when the Dividend in Specie occurs and, if they do so, they will then determine the Value and the Ratio and will then declare the Dividend in Specie shortly thereafter. This will be announced to shareholders via a further regulatory announcement.
In light of the current UK Government’s public health advice in response to the COVID-19 outbreak, including to limit travel and public gatherings, and the likelihood that this advice may remain in place at the time of the GM, the Company requests that no shareholder should plan to attend the GM in person.
The Company will provide a facility for shareholders to join the GM either online or telephonically and there will be an opportunity for shareholders to ask questions. In order to facilitate the process, the Directors would request that shareholders register for the meeting and submit questions in advance, before 11 a.m. on 8 December 2020.
The Notice, which is on the Company’s website, contains full details of the resolution to be tabled at the GM and should be read before you complete your vote. The Directors consider that the proposed resolution contained in the notice of GM is in the best interests of the Company and shareholders as a whole and unanimously recommend that you vote in favour of it, as they intend to do in respect of their own shareholdings.
To register for dial-in details and to submit any questions please contact Walbrook PR via email at email@example.com or call +44 (0)20 7933 8780.
Shareholders will not receive a hard copy form of proxy for the GM in the post. Instead, shareholders will be able to vote electronically using the link www.signalshares.com. Shareholders will need to log into the Signal Shares account, or register. Proxy votes must be received no later than 11 a.m. on 8 December 2020.
Shareholders may request a hard copy form of proxy directly from the Registrars, Link Asset Services, on Tel: 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.
EKF Diagnostics Holdings plc
Christopher Mills, Non-Executive Chairman
Julian Baines, CEO
Richard Evans, FD and COO
Tel: 00 44 29 2071 0570
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Tom Salvesen (Corporate Broking)
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Walbrook PR Limited
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