Aim Rule 26

Details on this page of the Company's web site are disclosed in compliance with AIM Rule 26. Last updated: 15th February 2019;

Description of business and strategy
See  'Our Business, Overview'


See 'Our Business, Directors' for the names of the Board of Directors and their biographical details.

Statement of Directors' Responsibilities
The Directors are responsible for preparing the Strategic Report, the Directors' Report, the Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and applicable law.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company and Group for that period. In preparing these financial statements, the Directors are required to:

  • select suitable accounting policies and then apply them consistently;
  • make judgments and accounting estimates that are reasonable and prudent;
  • state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
  • prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose, with reasonable accuracy at any time, the financial position of the Company and its Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Committees of the Board
Audit Committee - comprises of the non-executive directors and is chaired by Mr Murphy. The Audit Committee is responsible for ensuring that the financial performance of the Company is properly reported on and monitored and for meeting the auditors and reviewing the reports from the auditors relating to accounts and internal control systems. It meets not less than twice each a year and by invitation the meetings are also attended by the Finance director.

Remuneration Committee - comprises of the non-executive directors and is chaired by Mr Lewis. The Remuneration Committee reviews the performance of the executive Directors and sets and reviews the scale and structure of their remuneration and the terms of their service agreements with due regard to the interests of Shareholders. In determining the remuneration of executive Directors, the Remuneration Committee seeks to attract and retain executives of the highest calibre. The Remuneration Committee also makes recommendations to the Board concerning the allocation of share options to employees. No Director is permitted to participate in discussions or decisions concerning his own remuneration.

Company's country of incorporation
Incorporated in England & Wales with company number: 1729887.

Company's main country of operation
United Kingdom

Current constitution
The Company's Articles of Association are appended below.

Stock exchanges on which the Company's securities are traded
The Company's shares are listed on AIM. The Company's shares are listed on this exchange only.

AIM securities in issue
The Company's issued share capital consists of 12,290,199 ordinary shares with a nominal value of 10 pence each ("Ordinary Shares"), each share having equal voting rights. At 5.03.2019, 195,676 shares were held in treasury which represents 1.59% of the called up share capital.

Substantial Shareholders:
As at the date of the Rule 26 Report the substantial shareholders as notified to the Company are:

Peter Moore     2,907,721    23.66%
Robert Macdonald  2,794,000 22.73%
John Lewis  1,062,000 8.64%

As at 5th March 2019 55.03% of the called up share capital is not held in public hands.

Restrictions on the transfer of the Company's AIM securities
There are no restrictions on the transfer of securities.

Takeover Regulations
The Company is subject to the UK City Code on Takeovers and Mergers.

Financial and similar reports
See 'Investor Relations, Reports & Accounts'

Notifications made to AIM
For all notifications made to AIM in the previous 12 months see 'Investor Relations, Intelligence'

Admission document, Circulars, Articles of Association – appended below are:

  • The Company's Admission Document which incorporates the Notice of Extraordinary Meeting.
  • Details relating to the capital reorganisation which includes the Notice of Extraordinary Meeting.
  • Notice of the Company’s AGM
  • Details relating to the proposed cancellation of part of the share Premium Account, the proposed Return of Capital to Shareholders, the proposed amendments to the Company’s Articles of Association and notice of General Meeting.

As at the date of this Rule 26 Compliance report there have been no other EGMs.

'Amended version of the Company’s Articles of Association' - Clean and Redline Versions
'Certificate of Incorporation'
'Admission Document'
'Proposed Capital Reorganisation'
'Circular document'
'Notice of the Company’s AGM'

Nominated adviser and key advisers - see
'Investor Relations, Contacts'.

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