Frontier Smart Technologies Grp Ltd – Board Change
Frontier announced on 30 July 2019 that it had reached agreement with Science Group plc (“Science Group”) on the future composition of the Board, reflecting the recent changes in the shareholder structure of the Company. Following release of that announcement Martin Harriman, one of the Company’s non-executive directors, stepped down with immediate effect and a plan was put in place to affect an orderly transition of the Board.
Notwithstanding this agreement, meaningful progress on a transition of the Board has not yet been made, amid concerns expressed by Science Group that, in its view, it would be imprudent for Martyn Ratcliffe and Sarah Cole to accept roles on the Frontier Board unless or until certain strategic and financial matters regarding Frontier have been addressed to the satisfaction of Science Group. Furthermore, as set out in its announcement on 7 August 2019, Frontier has received notice that Science Group has requisitioned an extraordinary general meeting, with a view to forcing a transition of the Board.
Given the lack of progress, Sir Hossein Yassaie, and Mr. Paul Taylor, non-executive chairman and non-executive director of the Company, respectively, have offered their resignations and will step down from the Board with effect from 14 August 2019, thereby enabling Science Group to withdraw its EGM requisition and curtailing the cost to the Company of the EGM process.
Sir Hossein Yassaie and Mr. Taylor consider that, despite repeated efforts to act in the best interests of the Company, their continued involvement would hinder ongoing discussions with Science Group and further progress being made in a timely manner. As such, Sir Hossein Yassaie and Mr. Paul Taylor believe that their resignations are in the best interests of the Company, its employees, customers and shareholders as a whole, and will encourage a more positive, constructive dialogue with Science Group. In doing so the resigning non-executive directors encourage Science Group, in the strongest possible terms, to engage with the remaining members of the Board and the Company’s nominated adviser, N+1 Singer to agree and implement a route forward as soon as possible.