AI assistant
MEMPHASYS LIMITED. — AGM Information 2011
Dec 11, 2011
65314_rns_2011-12-11_d78bb98f-9c37-43ef-9bf8-fa264ccc7949.pdf
AGM Information
Open in viewerOpens in your device viewer
==> picture [197 x 25] intentionally omitted <==
==> picture [197 x 25] intentionally omitted <==
==> picture [197 x 25] intentionally omitted <==
==> picture [197 x 24] intentionally omitted <==
FOR IMMEDIATE RELEASE
Letter to Shareholders
Sydney, Australia 12[th] December 2011 - NuSep (ASX: NSP) wishes to advise the market that it has posted the attached letter to shareholders.
ENDS
For more information please contact:
Contact: Prakash Patel Chief Operating Officer +61 2 8415 7300 [email protected]
About NuSep
NuSep (ASX: NSP) is a publicly listed life sciences company that sells products into the global BioSeparations market. NuSep recently acquired BioInquire which developed the ProteoIQ software enabling NuSep to offer a total Proteomics solution from Fraction to Function . The company has offices in both Sydney Australia and Atlanta, USA.
With a 30 year heritage in biological separations, NuSep has forged a world class reputation for its innovative yet simple biological separation techniques including the world’s first IVF sperm separation device. In short NuSep has redefined the BioSeparations market through innovation and simplification.
NuSep’s world renowned research team has developed an extensive portfolio of patented products. In all, NuSep currently manufactures, distributes and sells 55 products to customers in the USA, Europe, Asia and Australia.
NuSep Products:
==> picture [12 x 17] intentionally omitted <==
- Gels – NuSep manufactures and sells precast gels including the innovative nUView Gels, which can be visualised 2 minutes after use.
==> picture [12 x 17] intentionally omitted <==
- Separation Instruments – NuSep has developed two unique biological separation instruments. The ProteomeSep was released in 2009 and can separate biological samples into 8 fractions for use in the proteomic market. The SpermSep separates sperm for fertility treatments such as IVF and is expected to undergoing clinical trials in 2012.
==> picture [12 x 17] intentionally omitted <==
- Proteomics Software – NuSep offers the unique ProteoIQ software for the analysis of complex mass spec samples. This software is also designed to identify bio markers.
Contact Details Email [email protected] Telephone +61 2 8415 7300 Web www.nusep.com Facsimile +61 2 8415 7399 ABN 33 120 047 556
Postal Address P.O. Box 823 Lane Cove NSW 1595
NuSep Holdings Ltd 324 Burns Bay Rd Lane Cove NSW 2066
– 2 –
==> picture [12 x 17] intentionally omitted <==
Biological Products – NuSep supplies research grade biological products manufactured using its unique separation technologies. These products include human IgG and Albumin .
For more information about NuSep please visit the company’s website www.NuSep.com
About PrIME Biologics Pte Ltd
PrIME Biologics is a Singapore based biotech company that has developed a disposable procedure for the processing of plasma proteins. PrIME Biologics is currently a wholly owned subsidiary of NuSep Holdings Limited (ASX: NSP). PrIME Biologics process is based on the Pr eparative I solation by M embrane E lectrophoresis (PrIME) technology developed by NuSep. PrIME provides disposable modular processing that is ‘electronically’ driven membrane fractionation.
The PrIME process increases product yields to over 90% relative to the existing process 50% while increasing product safety. Further, PrIME Biologics process can produce multiple plasma products in hours compared to days, which is required by the current manufacturers.
The initial application for the PrIME process will be the Currently Unprocessable Plasma which represents approximately 50% of all the plasma collected in many countries.
==> picture [182 x 23] intentionally omitted <==
==> picture [182 x 23] intentionally omitted <==
==> picture [182 x 23] intentionally omitted <==
==> picture [182 x 23] intentionally omitted <==
Monday, 12 December 2011
Dear Shareholder,
I am writing to you following on from our 29 November 2011 AGM and a number of conversations I have personally had with concerned shareholders.
In the lead up to the AGM two shareholders requisitioned the Company to put resolutions for the appointment of two additional directors to those put forward by the NuSep Board. As the results of the AGM demonstrate the NuSep shareholders voted overwhelmingly to appoint the Board recommended nominees and reject those proposed by external parties.
This action created uncertainty and anxiety among our shareholders. Now that the AGM is behind us, the Board would like to provide clarification on some questions that arose in the period prior to the AGM and at the AGM.
Executive Remuneration
The Board understands that payment of bonuses is a very sensitive issue to our shareholders and rightly so. Equally, the Board understands that as an intellectual capital company the most important asset we have is our people and that they should be appropriately rewarded for achieving key targets. While the primary goal of this policy is to retain and motivate our key people, it was balanced by the requirement that bonuses could only be earned:
-
When the company makes a profit (as it did in the 2009-10 year); and
-
When the actual results of the company exceeded agreed targets by more than 15%.
The bonus payments made in the 2010-11 year related to the profit targets achieved by NuSep in the 2009-10 year (this profit excluded the BioInquire gain). As this was NuSep’s maiden profit it was also the first time that the Company paid a bonus to its executives. Equally, no bonus will be paid this year as the Company made a loss in the 2010-11 year.
We wholeheartedly agree that a bonus should not be paid if the company does not make a profit. This is unlike many publicly listed companies who make payments based on criteria other than profit achievement.
NuSep Holdings Ltd Postal Address Contact Details E [email protected] 324 Burns Bay Road P.O. Box 823 P +612 8415 7300 W nusep.com Lane Cove NSW 2066 Lane Cove NSW 1595 F +612 8415 7399 ABN 33 120 047 556
Director Share Trades
As a result of queries by shareholders in respect of certain share trades, a Board committee was formed (excluding myself as Chairman) to investigate these trades. The Board committee, with advice from legal council, concluded that the relevant share trades did not breach NuSep’s trading policy at the time they were made. In short the Directors did not purchase shares during a closed share trading period.
Director purchases of shares are seen by the majority of investors as a positive sign. Significantly shareholders and prospective institutional investors see this as an indication that the Directors have confidence in the Company. The Board of Directors has every confidence in the future of NuSep and the strategies put in place to ensure that we meet our goals. We encourage all of our Board members to have a significant stake in the Company so that their goals are aligned with shareholders goals.
How is the NuSep Board different?
Quite simply, I believe that the Board of NuSep is very different to the Board of most public companies. Members of the Board of NuSep have a significant shareholding in the Company. Secondly, the Board of NuSep has supported the Company financially and participated in and underwritten capital raisings over the years. Finally, the Board and executive of NuSep have taken significant pay cuts when times were tough in order to help NuSep make it through these difficult times.
Most importantly, the Board of NuSep sees the interests of the company, its employees and its shareholders as a priority. The letters circulated and the actions undertaken by the two shareholders have understandably given rise to a lot of uncertainty and anxiety for our shareholders. The AGM marked a watershed for the company. Now that we have been able to address your concerns I would ask all shareholders to back the Board and the Company. Let us make 2012 a truly successful year!
If you are still troubled by any of the comments made to you by these two shareholders I encourage you to contact me directly by phone at 02 8415 7300 or via email at [email protected].
Regards,
John Manusu Executive Chairman