Company Announcements

Redcentric plc

("Redcentric" or the "Group")

Board Changes

Redcentric plc (AIM: RCN) ("Redcentric" or the "Company"), a leading UK IT managed services provider, confirms that further to the announcement on 24 September 2024, John Radziwill has been appointed as non-executive director of the Company after completing the relevant due diligence as part of the onboarding process for all new board appointments. Mr Radziwill joins the board as a representative of ND Capital Investments Limited ("ND Capital"), one of the Company's largest shareholders, and is a highly experienced director. Mr Radziwill has held several senior leadership roles in investment banking, advisory and asset management.

Relationship Agreement

In conjunction with Mr Radziwill's appointment, the Company has entered into a relationship agreement with ND Capital. The key terms of this agreement are as follows:

·    ND Capital has the right to nominate one person for appointment as a director of the Company providing that ND Capital (together with its individual partners and their affiliates), directly or indirectly, holds no less than 15 per cent of the voting rights of the Company (or 7.5 per cent taking into account any reduction in voting rights resulting from any dilution following the date of the agreement);

·    All transactions, agreements or arrangements entered into between a member of the Group and ND Capital and/or any of its associates will be conducted at arm's length and on arm's length commercial terms; 

·    ND Capital shall 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); and

·    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.

Richard McGuire, Chair of Redcentric, commented:

"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."

Additional information with regard to John Radziwill:

The following information is disclosed in accordance with Schedule 2(g) of the AIM Rules for Companies:

Full name: John Stanislas Albert Radziwill

Age: 77

Current directorships:

StoneX Group Inc.

Oryx International Growth Fund Ltd.

Seatboost Inc.

GGH Management 2 Sp. z o. o.

GGH Management 3 Sp z o.o.

StoneX Switzerland SA

Netsurion LLC (formerly known as VendorSafe Technologies Inc.)

Furnari Sp.z.o.o.

Previous directorships held in the past 5 years:

GGH MT Sp. z o. o.

Fifth Street Capital (BVI)

Save as set out above there are no further disclosures required pursuant to Rule 17 or Schedule Two, paragraph (g) of the AIM Rules for Companies.

Enquiries:

Redcentric plc                                                                                                                                 +44 (0)800 983 2522

Peter Brotherton, Chief Executive Officer

David Senior, Chief Financial Officer

Cavendish Capital Markets Limited - Nomad and Sole Broker                                 +44 (0)20 7220 0500

Marc Milmo / Callum Davidson / Rory Sale (Corporate Finance)

Andrew Burdis / Sunila de Silva (ECM)