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SPHERA FRANCHISE GROUP - SFG

Changes in the management structure of the company

Release Date: 10/5/2018 7:09:06 PM

IRIS Code: 04154

Sphera Franchise Group appoints two interim board members and an interim CFO

October 5, 2018

 

Sphera Franchise Group has appointed Mr. Razvan Lefter and Mr. Lucian Hoanca as interim directors, non-executive members of the Board of Directors. Sphera has also appointed Mr. Daniel Palita as interim CFO of the company.

“We welcome Mr. Lefter and Mr. Hoanca to the Board of Directors of Sphera Franchise Group and we want to express our confidence that they will add greatly to our business. Discussions with many investors since Sphera listed on the Bucharest Stock Exchange encouraged us to increase the number of Non-Executive Directors and with the changes to the Board, we have been able to use this opportunity to achieve this” said Mark Hilton, CEO of Sphera Franchise Group. “We remain committed to upholding the highest corporate governance principles and we are pleased with the strengthening of the non-executive majority on the Board of Sphera”, Mark Hilton added.

With the Board appointments of Mr. Lefter and Mr. Hoanca, 5 out of the 7 members of the Board of Sphera Franchise Group will hold non-executive positions.

Mr. Razvan Lefter will join the Board starting 16 November 2018. Mr. Lefter is a finance professional, based in Bucharest, with extensive capital markets and public companies corporate governance experience. He currently sits on the board of Teraplast (Romania) and Eurohold (Bulgaria) and has been until recently a board member at Conpet (Romania). He is a CFA charter holder and an active member of the Romanian financial community. Mr. Lefter is also advising KJK Capital (Finland) on the Romanian private equity portfolio.

“Razvan has a proven track record generating awareness and confidence from within the investor community and we believe this will help Sphera continue to build strong relationship with our investors”, said Mark Hilton.

Mr. Lucian Hoanca will hold the position of non-executive member of the Board of Directors, starting 25 October 2018. With over 35 years’ experience in executive management, business development and sales, Mr. Hoanca has coordinated end-to-end business development projects, as well as product marketing and communication strategies, leveraging his early experience in the advertising field. Over the years, Mr. Hoanca has served in top management as well as advisory positions. 

Both Mr. Hoanca and Mr. Lefter will hold their interim positions until the date of the General Shareholders Meeting when new members in the Board of Directors will be elected. The two board member positions are vacant following the resignation of Mr. Stylianos Bairaktaris from the office as of 25 October 2018, and of Mr. Kostantinos Mitzalis, effective as of 16 November 2018.

“Whilst being delighted with the appointment of Mr. Razvan Lefter and Mr. Lucian Hoanca, I would like to put on record my thanks to both Mr. Stylianos Bairaktaris and Mr. Kostantinos Mitzalis. Stylianos played a significant role as CFO for many years with the business and more recently as Executive Board Member, while Kostantinos joined the first Sphera Board and has helped the transition through to the publicly listed business operating today. We truly appreciate Kostantinos’ decision to step aside to ensure that we have even stronger representation of the minority shareholders. We would like to thank both of them for their commitment and wish them continued success and best wishes.” said Mark Hilton.

 

Mr. Daniel Palita’s appointment as interim Chief Financial Officer took into consideration his extensive experience, both within Sphera and in previous positions. Daniel Palita is key person for the company, holding the position of Manager of Strategic Planning and Investor Relations since September 2017. He has a solid expertise in finance, having held the position of Director of Monogram Advisory, an advisory and investment banking boutique, where he actively advised on various finance related activities, including management reporting and budgeting. Previous to this, Mr. Palita worked for Alpha Finance Romania, where he held several management positions, including Head of Corporate Finance. Mr. Palita will hold the interim position until a new CFO will be appointed, following a thorough recruitment process, which is currently underway.

 

 

CURRENT REPORT

Pursuant to Regulation no. 5/2018 on issuers of financial instruments and market operations, issued by the Financial Supervisory Authority

 

Report date: 5-Oct-2018

Name of the issuing entity: Sphera Franchise Group SA

Statutory seat: Bucharest, Romania

Visiting address: Bucharest, 239 Dorobanti Ave., 2nd Floor, 1st District, Romania

Phone no/Fax no: 0040 21 201 1757 / 0040 21 201 1759

Sole Registration Code: RO 37586457

Order number with the Trade Registry: J40/7126/2017

Subscribed and paid-in share capital: RON 581,990,000

Number of shares in issue: 38,799,340

Number of listed shares: 9.831,753

Regulated market on which the issued securities are traded:

Bucharest Stock Exchange, Main Segment, Category Premium (Shares)

Symbol: SFG

 

SIGNIFICANT EVENTS TO REPORT

Event to report: changes in the Company’s management structure

 

The Board of Directors of SPHERA FRANCHISE GROUP S.A. hereby informs the shareholders and the investors with regards to (i) the appointment of Mr. Lucian HOANCA as ad-interim director, non-executive member of the Board of Directors, starting with October 25th, 2018, until the date General Shareholders Meeting shall appoint a new member in the Board of Directors and (ii) the appointment of Mr. Daniel PALITA as ad-interim Chief Financial Officer, starting with October 4th, 2018, following the resignation of Mr. Stylianos BAIRAKTARIS from the position of member of the Board of Directors effective as of October 25th, 2018, and from the position of Chief Financial Officer effective as of October 3rd, 2018.

Also, the Board of Directors of SPHERA FRANCHISE GROUP S.A. hereby informs the shareholders and the investors with regards to the resignation of Mr. Konstantinos MITZALIS as independent member of the Board of Directors, effective as of November 16th, 2018, as it results from the resignation letter submitted to the Company on October 4th, 2018. In this regard, the Board of Directors of SPHERA FRANCHISE GROUP S.A. has appointed of Mr. Razvan LEFTER as ad-interim independent director, member of the Board of Directors, starting with November 16th, 2018, until the date the General Shareholders Meeting shall appoint a member in the Board of Directors.

 

Cristian OSIAC                                                                                 Mark HILTON

Chairman of the Board of Directors                                                   Chief Executive Officer

 

Contact details:

Investor Relations

E-mail: investor.relations@spheragroup.com

 

Please see the attached report.



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