REG - Zytronic PLC - Directorate Change

ZytronicAnnouncement

01/08/2023 07:00

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RNS Number : 8047H  Zytronic PLC  01 August 2023

Zytronic plc

("Zytronic" or the "Company")

 

Board Changes

 

 

Zytronic, the North-East of England based leading innovator and specialist
manufacturer of touch overlay sensors for interactive displays used in
self-service, gaming, and industrial applications, announces the following
Board changes.

 

Following an extensive search for a new independent Non-executive Chair, the
Company has today welcomed Dr. Christopher ('Chris') Potts to the Board with
immediate effect.  At the same time, Mark Butcher is relinquishing his
temporary role as interim Non-executive Chair, but continuing to serve as an
independent Non-executive Director.

 

Chris brings over 20 years of senior executive and chair experience of
international technology businesses. He is presently Chair of Guralp Systems
Ltd, a world leading company in the design, manufacture, and installation of
seismic event monitoring instrumentation, whose global reach and focus is
similar to Zytronic. Chris's experience includes managing privately owned
firms, private equity backed businesses and divisions of listed public
companies, and he has led several large international corporate transactions.

 

Mark Cambridge CEO of Zytronic, commented:

 

"I would like to thank Mark, on behalf of the Board, for stepping into the
interim Non-executive Chair role, at the conclusion of the AGM on 9 February
2023 and for his stewardship since, as we conclude the initial stage in
reconfiguring the Board. Similarly, I would like to welcome Chris, and look
forward to closely working with him, in shaping and delivering the strategy of
the business, for the benefit of all stakeholders. "

 

Additional disclosures, as required under the AIM Rules for Companies (the
"AIM Rules") relating to the appointment of Dr. Chris Potts, are made at the
foot of this announcement.

 

Enquiries:

 

 Zytronic plc                                    0191 414 5511

 Mark Cambridge, Chief Executive

 Claire Smith, Group Finance Director

 Singer Capital Markets                          020 7496 3000

 (Nominated Adviser and Broker)

 Aubrey Powell, Alex Bond (Investment Banking)

 

 

 

About Zytronic

 

Zytronic is a world-renowned developer and manufacturer of a unique range of
internationally award winning, optically transparent, interactive touch sensor
overlay products for use with electronic displays in industrial, self-service
and public access equipment.

 

Zytronic's products employ a sensing solution that is readily configurable and
embedded in a laminate core that offers significant durability, environmental
stability and optical enhancement benefits to meet systems-specific design
requirements. Zytronic has continually developed process and technological
know-how and IP since the late 1990s around two sensing methodologies: the
first being single touch self-capacitive, which Zytronic markets as PCT™
("Projected Capacitive Technology"), and the second being multi-touch,
multi-user mutual capacitive which Zytronic markets as MPCT™ ("Mutual
Projected Capacitive Technology"), in which Zytronic holds 12 internationally
granted patents.

 

Zytronic operates from a single site near Newcastle-upon-Tyne in the United
Kingdom, providing its manufactured products globally through a number of
sales channel partners. Zytronic is relatively unique in the touch eco-system
as it offers a complete one-stop solution including the processing internally
of the form and factor of the glass and film substrates, the assembly of the
associated touch overlay products in environmentally controlled cleanrooms to
customers' specific requirements, and the development of the bespoke firmware,
software and electronic hardware which links the manufactured touch
interactive overlays to a customer's integrated system.

 

Additional disclosures

 

Under Schedule Two paragraph (g) of the AIM Rules, the following disclosures
are required regarding the appointment of Dr. Christopher Graeme Potts (aged
67):

 

 Current Directorships                  Former Directorships

(previous five years)
 Goodhind Bullard Limited               The Møller Institute

 Guralp Systems Limited ("GSL") ((1))   Guralp Systems GmbH

 Guralp Finance Limited

 Guralp Holdings Limited

 Guralp Systems, Inc

 

Dr. Potts currently holds no beneficial shareholding in the Company.

 

Notes:

(1)     The following disclosure in relation to GSL is considered outside
of the scope of Schedule Two, paragraph (g) of the AIM Rules, Dr. Christopher
Potts has not been subject to any criticism, sanction or penalty in relation
to this matter, but is being made in the interests of transparency.

 

Dr. Christopher Potts became a director of GSL in on 1 December 2014. In
September 2015, Dr. Potts formed suspicions of corrupt payments having
previously been made by GSL to an individual who had held various positions
with an overseas government-funded research institute and promptly terminated
all contractual and other relationships between GSL and him. Dr Potts then
instructed a firm of solicitors to undertake an internal review.

 

That review, instigated by Dr. Potts and certain other Directors of GSL, led
to the company reporting its suspicions on 23 October 2015 to the SFO and to
the United States Department of Justice ("DoJ").

 

On 22 October 2019, GSL finalised a Deferred Prosecution Agreement ("DPA")
with the Serious Fraud Office ("SFO") following a criminal investigation,
under the terms of which GSL is required to disgorge c. £2.1m to the Court,
over a period of up to 5 years from the date of the DPA. The DoJ did not
prosecute the Company but indicted several former employees, at least one of
whom received a custodial sentence for money laundering offences.

 

In the court-approved judgement relating to the DPA, it was noted that, "the
current senior management team of GSL has done all that it can to remedy the
position and to co-operate with prosecuting authorities in two jurisdictions."
It was also noted that, "those who had taken over the running of the company
in 2015 identified the conduct, instructed outside solicitors to investigate
and self-reported to the SFO."

 

The conclusion to the DPA judgement, stated that "the company which has
entered the DPA is very different to that which engaged in the conduct as set
out in the statement of facts. Those running the company are wholly different
from those who were in charge at the time of the relevant conduct. The
corporate practices of the company have changed completely. A rigorous
compliance programme is in place with appropriate provision for regular review
thereof."

 

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