Harrogate-based IT firm Redcentric plc announced that John Radziwill has been appointed as non-executive director of the company as a representative of ND Capital Investments Limited, one of Redcentric’s largest shareholders.
“Mr Radziwill has held several senior leadership roles in investment banking, advisory and asset management,” said Redcentric.
In conjunction with the appointment of Radziwill, 77, Redcentric said it has entered into a relationship agreement with ND Capital.
The key terms of this agreement mean ND Capital has the right to nominate one person for appointment as a director of Redcentric providing that ND Capital — together with its individual partners and their affiliates — directly or indirectly holds no less than 15% of the voting rights of the company, or 7.5% “taking into account any reduction in voting rights resulting from any dilution following the date of the agreement.”
ND Capital will exercise its voting rights to ensure “so far as it is able to do so by the exercise of such rights, that directors independent of ND Capital shall at all times constitute a majority of the Redcentric board (save with the approval of a majority of the independent directors).”
ND Capital and its associates “will not propose any resolution or other action to cancel the trading of the Company’s shares from trading on AIM without the board’s approval (save with the approval of a majority of the independent directors).”
ND Capital and its associates “will not solicit proxies unless consistent with the recommendation of the board, exercise powers to requisition a shareholders’ meeting, or undertake any action to obtain or consolidate control of the Company or seek to do so, otherwise than in accordance with the Takeover Code.”
Redcentric chair Richard McGuire said: “John brings a wealth of expertise and experience to the Group.
“His addition further strengthens the Board composition and capabilities to drive execution of the Group’s strategic initiatives.
“John represents one of the Company’s long-standing and major investors through his role at ND Capital, and we look forward to his valuable insights and contributions in advancing Redcentric’s strategy.”