5th Nov 2008 12:06
5 November 2008
Artilium plc
("Artilium" or the "Company")
Result of AGM, Board Changes and Share Awards
Result of AGM
Artilium plc (LSE: ARTA. "Artilium" or the "Company"), the AIM listed provider of mobile telecoms software solutions is pleased to announce that, at the Annual General Meeting ("AGM") of the Company held today, all resolutions were duly passed. A summary of the proxy results appears on the Company's website (www.artilium.com).
Board Changes
The Company is also pleased to announce that, pursuant to the conclusion of the Annual General Meeting, a number of proposed changes to the Artilium Board of Directors (the "Board") have today been successfully completed.
As outlined in September, Finance Director Chris Ogle and non-executive directors Philip Kendall, Paul Gratton and Michael Hulme today resigned from the Board at the AGM. Ahead of schedule and as a result of candidates being identified earlier than anticipated, non-executive Chairman Richard Hooper and non-executive director Paul Thornton stepped down from the Board following the conclusion of the AGM.
Replacing Richard Hooper, the Company is pleased to welcome Fred Mulder as non-executive Chairman of Artilium. Fred, 67, a Dutch national, resident in France, who will also head up the Board's remuneration and nomination committees, brings with him a wide range of experience and an exceptional success record in building businesses in the mobile telecoms, Internet and new media technology domains.
Fred has previously served as Chairman and Managing Director of Greenfield Capital Partners; an independent private equity and corporate finance group headquartered in the Netherlands with a subsidiary in New York. Today he remains Chairman of the Investment Advisory Committee of Greenfield's NEThave N.V. fund, focused on Internet and e-commerce enabling technologies. Fred also serves as Chairman of the Board of Directors of LBI International, the leading international fully integrated digital agency network for marketing and technology solutions. From 1981 to 1991 he held the positions of Managing Director, Chief Executive Officer and Board member of various other companies, prior to which he worked for 18 years at Xerox, rising to become Director of International Marketing. Fred holds an MBA from Harvard Business School.
Also joining the Board as non-executive director is Sonia Lo. Sonia, 40, a UK citizen who will also chair the Board's audit committee, has exceptional mobile telecoms and Internet sector expertise and a large circle of influence established over years of highly successful large-scale fund-raising activity.
Sonia has served since 2004 as a Managing Partner at Chalsys Partners Ltd., an independent strategic advisory and personal investment company headquartered in London. Sonia's advisory clients include leading internet, mobile telecoms and financial services companies in the US, Europe and in Asia. Sonia was chosen two years in a row by the World Economic Forum in Davos as one of its 100 Global Technology Pioneers, and was named in 2003 as one of the top 35 business people in the UK under 35. Sonia previously served as head of the corporate innovation investment arm of United News and Media plc and has successfully built an enterprise software company and transformed a retailer on behalf of venture capital investors. She has lived in 16 countries throughout her life and speaks 7 languages, holding both a BA from Stanford University and an MBA from Harvard Business School.
Finally, completing the planned changes, the Company confirms that Wim de Pauw, 42, has today been formally appointed as Finance Director and joins the Artilium Board.
Replacing Chris Ogle in a planned transition outlined in September, Wim previously held the position of General Manager of Artilium's Belgian operation. Prior to joining Artilium in 2006, Wim was a partner in Acckta Grasveld, an accounting firm and Finance and Administration manager for ZA Verzekeringen: a subsidiary of NYSE-listed Hartford Insurance. Wim is certified as a Chartered Accountant by the Belgian Institute of Accountants and Tax Consultants and holds bachelor's degrees in Accounting from the Stedelijk Instituut voor Economisch Hoger Onderwijs (SIVEHO), and Tax Science from the European University College, Brussels in addition to a post-graduate degree in Corporate Finance also from the European University College, Brussels.
These changes successfully conclude the careful board transformation progression previously announced, providing Artilium with a lighter, leaner and more international Board geared to meet the challenges of the next phase of the company's development and expansion. Commenting on the changes, Artilium Chief Executive Officer Robert Marcus said:
"I am delighted to welcome Fred, Sonia and Wim to the Board of Artilium. Today marks a clear inflection point for the Company. The new Board has the precise talent, experience and domain expertise needed to achieve of our ambition of global leadership in the emerging mobile Internet technology sector."
"I would also like to thank our outgoing Board members for their support and steadfastness through an immensely challenging period for the Company. I wish Richard and the entire team well and every success in their future endeavours."
Share Awards
The Company also announces that the following awards have been made under the Artilium Long Term Incentive Plan ("LTIP"):
The Remuneration Committee has granted Robert Marcus an award of 1,333,333 shares under the LTIP; prior performance conditions set by the Remuneration Committee having been satisfied. Mr Marcus is responsible for all tax and national insurance (or equivalent) costs associated with the award.
The Remuneration Committee has also granted Robert Marcus a long term award under the LTIP over 2,667,000 shares with a vesting date of the third anniversary of grant on the basis of fully vesting if the Company's average share price for the 5 trading days prior to vesting is equal to 150% of the Company's average share price for the 5 trading days prior to grant, increased at the rate of 50% per annum. The initial share price for this purposes is 13.9p being the average share price for the 5 trading days preceding the date of grant. Mr Marcus is responsible for all tax and national insurance (or equivalent) costs associated with the award. The awards to Mr Marcus are made on the basis that all prior LTIP and option entitlements have been waived by him.
The Remuneration Committee has also made long term awards to Fred Mulder and Sonia Lo under the LTIP over 719,425 shares and 359,712 shares respectively on the same terms as those applicable to Robert Marcus save that the awards to Mr Mulder and Ms Lo vest in three equal tranches with pro rated performance targets over the life of the grant. Mr Mulder and Ms Lo are responsible for all tax and national insurance (or equivalent) costs associated with the award.
Enquiries:
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Financial Dynamics |
Tel: +44 (0)20 7831 3113 |
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Harriet Keen/Matt Dixon |
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Deloitte Corporate Finance (NOMAD) |
Tel: +44 (0)20 7936 3000 |
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Jonathan Hinton/David Smith |
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Panmure Gordon & Co. |
Tel: +44 (0)20 7459 3600 |
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Dominic Morley/Giles Stewart |
Further Director Details:
Further information on each of the newly appointed directors is set out below:
Mr Wim de Pauw
Full name: Wim Johan Frans de Pauw
Date of appointment: 5 November 2008
Mr de Pauw's directorships in the last five years comprise:
Artilium NV (April 2007 - present)
Ouip BVBA (June 2008 - present)
Mr Fred Mulder
Full name: Alfred Johannes Mulder
Date of appointment: 5 November 2008
Mr Mulder's directorships in the last five years comprise:
Lithium Technology Company (May 2008 - present)
Orange India Holding SARL. Lux. (Oct 2007 - present)
W. P. Stewart & Co. Ltd. NY (May 2007 - present)
LBI International AB (May 2001 - present)
Aleri LAB inc. Chicago (May 1999 - present)
Investment Commission Greenfield Capital NEThave NV (April 1999 - present)
DUOS Technology Inc. USA (July 1993 - present)
Spyker Cars NV Automotive (2006 - 2007)
Debitel Ned. NV Telecom (1994 - 2006)
Ms Sonia Lo
Full name: Sonia Lo
Date of appointment: 5 November 2008
Ms Lo's directorships in the last five years comprise:
Emerging Opportunities I, Ltd. (August 2008 - present)
Chalsys Partners Ltd. (September 2004 - present)
A Recipe for Peace Ltd. (April 2005 - present)
Cheeky Moon Entertainment plc (May 2006 - May 2007)
Other than the information contained in this announcement, there are no other details to be disclosed in respect of any of the above named appointees in accordance with paragraph (g) of Schedule Two of the AIM Rules.
About Artilium:
Artilium's ARTA software opens mobile telecommunications networks to Internet commerce, new media content and social network communities.
Artilium activates mobile networks for the coming wave of third-party development and innovation, enabling infinite possibilities for intelligent services which combine network capabilities of presence, mobility, location and telephony; with web services including advertising, social networking and search.
Founded in 1995 and recognised for advanced and innovative engineering, Artilium has completed more than 40 installations serving tens of millions of end-users in 11 countries.
Artilium plc is a public company admitted to trading on AIM of the London Stock Exchange (LSE/AIM: ARTA). The company is based in Belgium. For more information, please visit: www.artilium.com
Ends
Related Shares:
ARTA.L