As announced on 23 February 2022, the Board has been considering how best to proceed in the light of the proposed Board changes proposed by Mr Yair Tauman.
Against this background, the Board has decided that the continuing uncertainty regarding the Board composition is not in the best interests of the Company or its shareholders, employees or other stakeholders. Accordingly, the Board and Clem Chambers have agreed that Clem Chambers will step down as Chief Executive of ADVFN and resign all his group directorships with effect from 28 February 2022. The Board believes that this will make any management transition less disruptive for the Company and Jon Mullins, an existing director of the Company, has been appointed as Chief Executive with effect from 28 February 2022.
Clem Chambers has agreed to support the Company in its management transition to enable an orderly handover to Jon Mullins and the wider ADVFN management team. It is expected that in due course any ongoing support by Clem Chambers will be formalised in a consulting agreement on terms yet to be agreed. As also previously announced, the Board is seeking the information required for AIM-compliance purposes from the directors proposed by Mr Yair Tauman to be put up for election and a further announcement will be made in due course.
Michael Hodges, Chairman of ADVFN, stated:
“On behalf of ADVFN, I would like to thank Clem for his all his time and effort over the last 20 years. He will be missed and we wish him all the best for the future.”
The Board, having taken legal advice in respect of the applicable compensation for loss of office due to Clem Chambers, has agreed compensation with Clem Chambers within his contractual entitlement under which he will receive one year’s salary paid in full and one year’s salary settled in new ordinary shares in ADVFN. Pursuant to the compromise agreement entered into with Clem Chambers, the Board has therefore issued 592,419 new ADVFN ordinary shares at a price of 70.19p per share (being the volume weighted average closing mid-market price for the two-week period prior to the publication of this announcement), amounting to £415,819 (“Settlement Shares”).
The Settlement Shares represent 2.27 per cent. of the existing issued share capital of the Company and Clem Chambers has agreed not to dispose of any interest in the Settlement Shares for a period of six months. The Settlement Shares will rank pari passu with the existing Ordinary Shares in issue. Application will be made for the Settlement Shares to be admitted to trading on AIM and it is expected that Admission will become effective and dealings will commence on or around 2nd March 2022.
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