REG - EKF Diagnostics Hldg - Posting of Annual Report & Notice of AGM

EKF Diagnostics HoldingsAnnouncement

Today 16:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260424:nRSX8994Ba&default-theme=true

RNS Number : 8994B  EKF Diagnostics Holdings PLC  24 April 2026

EKF Diagnostics Holdings plc

("EKF" or the "Company")

 

Posting of Annual Report & Accounts
and
Notice of AGM
And
Rule 9 Waiver

 

EKF Diagnostics Holdings plc (AIM: EKF), the AIM-listed global diagnostics
business, confirms that the Annual Report and Accounts for the year ended 31
December 2025 ("2025 Annual Report") and the Notice of the 2026 Annual General
Meeting ("AGM") ("Notice of AGM") have now been published on the Company's
website via: https://www.ekfdiagnostics.com/documents-reports.html
(https://www.ekfdiagnostics.com/documents-reports.html)

 

The 2025 Annual Report, the Notice of AGM and details for voting by proxy have
been posted today to shareholders who have requested hard copies.

 

The AGM is to be held at 11:00 am on 19 May 2026 at Harwood Capital LLP, 6
Stratton Street Mayfair, London W1J 8LD and will consider the Resolutions set
out in the Notice of AGM.

 

The Company is providing a facility for shareholders to listen in to the AGM
either online or telephonically (in a non-voting capacity) 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 11:00 am on Friday, 15 May
2026. To register for dial-in details and to submit any questions please
contact Walbrook PR via email at ekf@walbrookpr.com
(mailto:ekf@walbrookpr.com) or call +44 (0)20 7933 8780.

 

Proxy voting

 

EKF Diagnostics Holdings plc is not sending out a Form of Proxy this year with
this Notice of AGM.

 

Shareholders are being encouraged to vote online via the Investor Centre app
or by logging on to https://uk.investorcentre.mpms.mufg.com/
(https://uk.investorcentre.mpms.mufg.com/) and following the instructions
given.

 

Shareholders can request a hard copy proxy directly from the Registrars, MUFG
Corporate Markets at shareholderenquiries@cm.mpms.mufg.com
(mailto:shareholderenquiries@cm.mpms.mufg.com) or on Tel: 0371 664 0391. 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.

 

Proposed share buyback and Rule 9 Waiver

 

The Company has historically sought and received approval from its
Shareholders to make market purchases of its own shares. The most recent
authority was granted at the Company's last AGM on 20 May 2025, which
permitted the Company to repurchase up to 14.99% of the Ordinary Shares in
issue at that date. The Directors have always considered it to be in the best
interests of all Shareholders for the Company to have the right, in
appropriate circumstances, to purchase its own shares in the market. The
Company may either cancel any shares it purchases under the authority granted
to it by Shareholders or transfer them into treasury.

 

Given the existing share buyback authority is due to expire, the Company is
seeking the authority from Shareholders to repurchase further Ordinary Shares
up to a maximum of 64,575,466 Ordinary Shares (Proposed Buy-Back Authority).

 

The Independent Directors (being all Directors other than Christopher Mills)
believe that it is in the best interests of the Company and its Shareholders
as a whole to retain the flexibility in the management of its capital
structure. In accordance with section 724 of the Companies Act 2006, the
Company is entitled, on buying back its own shares, to hold such shares in
treasury for subsequent sale, transfer for the purposes of or pursuant to
employee share option schemes, or cancellation as an alternative to cancelling
them immediately.

 

However, the Independent Directors would not be prepared to exercise the
Proposed Buy-Back Authority being sought in Resolution 12 (authority to
purchase own shares) in the Notice of AGM and cancel or return to treasury the
Ordinary Shares so acquired in circumstances which would lead to a person or
group of persons acting in concert becoming obliged to make a general offer to
acquire all of the Ordinary Shares not already held by it in accordance with
Rule 9 of the Takeover Code.

 

The "Concert Party", being collectively Christopher Mills (a Non-Executive
Director of the Company) and Harwood Capital LLP, North Atlantic Smaller
Companies Investment Trust plc and Oryx International Growth Fund Limited
(being shareholders of the Company), is currently interested in an aggregate
of 127,050,000 Ordinary Shares which is equivalent to approximately 29.51% of
the current issued share capital of the Company.

 

Were the Company to undertake a share repurchase in accordance with the
Proposed Buy-Back Authority being sought in Resolution 12 and utilise this
authority in full, the Concert Party's interest in Ordinary Shares will
increase to over 30% of the prevailing total voting rights in the Company, in
which case the Concert Party could be required to make a mandatory general
offer for the remainder of the share capital of the Company. The Independent
Directors are therefore seeking your approval, via Resolution 13 in the Notice
of AGM (the "Waiver Resolution"), for a waiver to be granted from the
obligations that would otherwise apply to the Concert Party in these
circumstances.

 

It is for this reason that the Independent Directors have decided to seek a
waiver from the Takeover Panel from the obligation on the Concert Party to
make a general offer under Rule 9 of the Takeover Code that could arise as a
result of the exercise of the Proposed Buy-Back Authority.

 

The Takeover Panel has agreed to waive the obligation to make an offer that
would otherwise arise under Rule 9 as a result of the Proposed Buy-Back,
subject to the approval of the "Independent Shareholders" (being all
shareholders of the Company other than the Concert Party).  Accordingly,
Resolution 13 is being proposed at a general meeting of the Company and will
be taken on a poll. The Concert Party will not be entitled to vote on the
Waiver Resolution.

 

In order to be passed, the Waiver Resolution will require the approval by a
simple majority of the votes cast by the Independent Shareholders on a poll.

 

The Rule 9 Waiver, if approved, will not be valid if any purchases of Ordinary
Shares are made by the Concert Party in the period between the date of this
document and the AGM.

 

The Notice of AGM is available on the Company's website at:

https://www.ekfdiagnostics.com/documents-reports.html
(https://www.ekfdiagnostics.com/documents-reports.html)

 

Defined terms used in this announcement are the same as those defined in the
Notice of AGM unless the context requires otherwise.

 

 

 EKF Diagnostics Holdings plc                                              www.ekfdiagnostics.com (http://www.ekfdiagnostics.com)
 Julian Baines, Executive Chair / Gavin Jones, Chief Executive Officer      via Walbrook PR

 Singer Capital Markets (Nominated Adviser & Broker)                                                     Tel: +44 (0)20 7496 3000
 Phil Davies / Patrick Weaver

 Walbrook PR Limited                  Tel: +44 (0)20 7933 8780 or ekf@walbrookpr.com (mailto:ekf@walbrookpr.com)
 Paul McManus / Alice Woodings        Mob: +44 (0)7980 541 893 / +44 (0)7407 804 654

 

 

 

About EKF Diagnostics Holdings plc (www.ekfdiagnostics.com
(http://www.ekfdiagnostics.com) )

 

EKF is an AIM-listed global diagnostics business focussed on:

 

 ●    Point-of-Care analysers in the key areas of Hematology and Diabetes
 ●    Life Sciences services provide specialist manufacture of enzymes and custom
      products for use in diagnostic, food and industrial applications.

 

EKF has headquarters in Penarth (near Cardiff) and operates five manufacturing
sites across the US and Germany, selling into over 120 countries world-wide.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOAIIMATMTITBMF



            Copyright 2019 Regulatory News Service, all rights reserved