REG - EKF Diagnostics Hldg - Share Buyback Programme

EKF Diagnostics HoldingsAnnouncement

29/03/2022 07:16

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RNS Number : 3070G  EKF Diagnostics Holdings PLC  29 March 2022

EKF Diagnostics Holdings plc

("EKF" or the "Company")

 

Share Buyback Programme

 

EKF, the AIM-listed global diagnostics business, announces that it intends
to conduct on-market purchases under a share buyback programme to repurchase
up to 9,000,000 ordinary shares of 1p each in the capital of the Company
("Ordinary Shares"), representing up to approximately 1.94 per cent of the
Company's current issued share capital, pursuant to the authorities obtained
at the Company's last annual general meeting ("AGM") held on 19 May 2021 (the
"Buyback").

 

The purpose of the Buyback is to return cash to shareholders and to reduce the
share capital of the Company. The Buyback will be funded from the Company's
existing surplus cash resources and all Ordinary Shares purchased will be held
in treasury. Any repurchases made following the Company's next AGM being held
on 18 May 2022 will be conditional upon a further shareholder approval of the
Company's general buyback authority being obtained at that meeting and subject
to the limit of 69,589,585 Ordinary Shares, or such other number as would
represent approximately 15 per cent of the Company's issued share capital at
the time of issue of notice of the 2022 AGM. The Company intends to operate
the Buyback from the date of this announcement until the earlier of the date
on which purchase of 9,000,000 Ordinary Shares has been completed, the 2022
Annual General Meeting in the event further shareholder approval is not
obtained, or 31 December 2022.

 

The Company has appointed Singer Capital Markets Securities Limited ("Singer
Capital Markets") to execute and manage the Buyback and has given an
irrevocable instruction to Singer Capital Markets to make market purchases of
Ordinary Shares on its behalf, independently to the Company. Singer Capital
Markets will make its trading decisions in relation to the Ordinary Shares
independently of the Company.

 

The maximum price which may be paid by the Company per Ordinary Share shall
not be more than 5 per cent above the average middle market quotations for an
Ordinary Share (as derived from the London Stock Exchange Daily Official List)
for the five business days immediately preceding the date of repurchase.  The
maximum aggregate amount which may be paid for Ordinary Shares acquired as
part of the Buyback shall be subject to a limit of £4.0 million

 

The Company has determined that it will not rely on the safe harbour
conditions for trading set out in Article 3(2) and Article 3(3) of the
Commission Delegated Regulation (EU) 2016/1052 (which forms part of domestic
UK law pursuant to the European Union (Withdrawal) Act 2018) given the limited
liquidity in the Ordinary Shares and limitations that the conditions would
impose on the number of Ordinary Shares that can be purchased and, as such,
the Company may (a) purchase Ordinary Shares at a price higher than the higher
of the price of the last independent trade and the highest current independent
bid for an Ordinary Share, and (b) purchase on any trading day materially in
excess of 25 per cent. of the average daily volume in the 20 trading days
preceding the date on which the purchase is carried out.

 

There is no guarantee that the Buyback programme will be implemented in full
or that any purchases will be made.

As at the time of this announcement, the Company's total issued share capital
consists of 463,930,564 Ordinary Shares with one voting right per share. The
Company does not currently hold any Ordinary Shares in treasury, therefore,
the total number of Ordinary shares carrying voting rights is 463,930,564.

 

The above figure of 463,930,564 may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules. Following
any completed purchases, further updates will be provided as to the total
voting rights in the Company's shares and the number of shares held in
treasury.

 

This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018).

 

 

 EKF Diagnostics Holdings plc                  www.ekfdiagnostics.com (http://www.ekfdiagnostics.com)
 Mike Salter, CEO                               Tel: +44 (0)29 2071 0570
 Marc Davies, CFO

 Singer Capital Markets (Nominated Adviser & Joint Broker)                              Tel: +44 (0)20 7496 3000
 Aubrey Powell / George Tzimas / Tom Salvesen

 Investec Bank plc (Joint Broker)              Tel: +44 (0)20 7597 4000
 Gary Clarence / Daniel Adams / Ben Farrow

 Walbrook PR Limited                           Tel: +44 (0)20 7933 8780 or ekf@walbrookpr.com (mailto:ekf@walbrookpr.com)
 Paul McManus / Lianne Applegarth              Mob: +44 (0)7980 541 893 / +44 (0)7584 391 303

 

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

EKF is a leading global diagnostics business with custom manufacturing
facilities across sites in the US, UK and Europe for a variety of life science
products. EKF is focussed on the following areas:

 

 Point-of-Care             Providing a portfolio of Point-of-Care analysers and consumables, particularly
                           for use in the area of Hematology and Diabetes, for use in hospital and
                           research laboratories, doctor's offices, blood banks and for in-field anaemia
                           screening programmes. EKF has an estimated 80,000 hemoglobin, hematocrit,
                           HbA1c, glucose and lactate analysers in regular use across more than 100
                           countries.

 Central Laboratory        Clinical chemistry, Small lab analysers, Centrifuges

                           Beta-Hydroxybutyrate (β-HB) LiquiColor, Glycates Albumin, Glycated Serum
                           Protein, Nitro-tab, Procalcitonin

 Life Sciences             Enzyme fermentation, Custom products and Bulk fermentation

 Contract Manufacturing    Bulk formulation, Sample collection kits, Private labelling, Molecular and
                           forensic kits

 Laboratory Services       In September 2021, EKF completed the acquisition of Advanced Diagnostic
                           Laboratory LLC ("ADL Health"), a Texas based testing laboratory certified
                           under the Clinical Laboratory Improvement Amendments ("CLIA") for high
                           complexity testing. The laboratory provides testing for a variety of clinical,
                           forensic and microbiological sample types using a range of analytical
                           techniques. This acquisition positions EKF as a leading 'one stop' provider of
                           diagnostic products and services from sample collection to results.

 

In May 2021, EKF announced its strategy for delivering growth to 2024 and
beyond, and continuing to deliver shareholder value. The strategy for growth
can be summarised as:

 

 •    continuing innovation in products and services in Point-of-Care, Central
      Laboratory and Life Sciences leveraging new and existing routes to market and
      relationships;
 •    investment in expanded production and kitting capabilities to offer a suite of
      diagnostic Contract Manufacturing solutions to third party businesses;
 •    expansion of CLIA Laboratories Testing offering, building on the acquired
      capabilities in ADL Health; and
 •    identify complementary earnings-enhancing acquisitions with key strategic
      value.

 

EKF will also continue to generate enhanced shareholder value through:

 

 •    a progressive dividend policy; and
 •    its agreement with Mount Sinai Innovation Partners ("MSIP"), which allows us
      advanced access to innovative commercial opportunities and where we can build
      on the ongoing successes of Renalytix plc, Verici Dx plc and Trellus Health
      plc.

 

 

 

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