AIM Rule 26

1. Business Description

Please click here to see the Business Description

2. Board of Directors

Please click here to see the Board of Directors 

3. Corporate Governance

Corporate Governance and Board practices

The Board recognises the importance of sound corporate governance and seeks to comply with the QCA Code. The Company’s Corporate Governance Statement can be found by clicking the following link: QCA Statement

The Board comprises two executive directors and three non-executive directors. The executive director, being Stephen Blyth, is not considered to be independent. The Board has established an Audit, AIM Rules and MAR Compliance Committee and a Remuneration Committee with formally delegated duties and responsibilities and each with written terms of reference.

Audit, AIM Rules and MAR Compliance Committee

The Audit, AIM Rules and MAR Compliance Committee comprises Alex Borrelli, Rob Riddleston, Charles McGurin and Wim Pauwels and is chaired by Alex Borrelli. The Audit, AIM Rules and MAR Compliance Committee meets at twice per annum and otherwise as required.

It has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes monitoring the integrity of the consolidated financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors. The Audit, AIM Rules and MAR Compliance Committee has unrestricted access to the Company’s external auditors

The Audit, AIM Rules and MAR Compliance Committee also has responsibility for ensuring that the Company has in place the procedures, resources and controls to enable compliance with the AIM Rules and with MAR.

Remuneration Committee

The Remuneration Committee comprises Rob Riddleston, Charles McGurin, Wim Pauwels and Alex Borrelli and is chaired by Rob Riddleston. It meets at least once per annum and at such other times as required.

The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s chief executive, the chairman, the executive directors, the non-executive directors, the Company secretary and other senior executives. The Remuneration Committee also has responsibility for determining the total individual remuneration package of the chairman, each executive and non-executive director, the Company secretary and other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Company’s remuneration policy and in consultation with the chairman of the Board and/or the chief executive officer. No Director or manager may be involved in any discussions as to their own remuneration.

Nomination Committee

The Company considers that, at this stage of its development and given the current size of its Board, it is not necessary to establish a formal nominations committee. This position will be reviewed on a regular basis by the Directors.

Share dealing code

The Company has adopted a share dealing code for the Board and certain employees in accordance with the provisions of MAR and the AIM Rules, and the Company takes all reasonable steps to ensure compliance by the Board and any relevant “applicable employees” (as defined in the AIM Rules) with such code.

Anti-bribery and corruption policy

The Company has implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees and consultants comply with the UK Bribery Act 2010.

4. Country of Incorporation and Operations

Country of incorporation: England and Wales

Company registration number: 10397171

Main country of operation: England and Wales

5. Advisors

Nominated Adviser 

Cenkos Securities
6-8 Tokenhouse Yard,
London
EC2R 7AS

Solicitors to the Company

Tees Law
Stonebridge House
Stonebridge Walk
Chelmsford
Essex
CM1 1EY

Auditor to the Group

Crowe LLP
1 Carey Lane, Third Floor
London
EC2V 8AE

Financial public relations

Novella Communications
South Wing
Somerset House
Strand
London
WC2R 1LA

UK Registrars and transfer agent

Share Registrars Limited
The Courtyard
17 West Street
Farnham
Surrey
GU9 7DR

6. Group’s Registered Address

Xpediator PLC, 700 Avenue West, Skyline 120, Great Notley, Braintree, Essex, CM77 7AA

7. Company Documents

Articles of Association – click here to view

Admission Document – click here to view

 

8. Regulatory News

Please click here to see the Regulatory News

9. Significant Shareholders
Top shareholders Number % Voting Rights
Cogels Investments Limited 35,340,000 25.97
Mr Shaun R Godfrey 21,992,000 16.16
Mr Sandu Grigore 15,168,000 11.15
Cavendish Asset Mgt 10,215,000 7.51
Berenberg Bank 8,438,453 6.20
Mr Danor Ionescu 4,000,000 2.94
Mr Richard Myson 3,955,000 2.91
10. Shares not in Public Hands

In accordance with AIM Rule 26, in so far as the Company is aware as at 4th June 2020, the percentage of the Company’s issued share capital that is not in public hands is 60.8%.

Cogels Investments limited 35,340,000 25.97%
Mr Shaun R Godfrey 21,992,000 16.16%
Mr Sandu Grigore 15,168,000 11.15%
Mr Danor Ionescu 4,000,000 2.94%
Mr Richard Myson 3,955,000 2.91%
Mr Jason Herring 939,862 0.69%
Ms Daniela A Antohi 729,167 0.54%
Mr Alex Borrelli 416,667 0.31%
Mr Wim Pauwels 200,000 0.15%
Mr Charles Mcgurin 62,762 0.05%
Mr Rob Riddleston 2,003 0.00%
     
Total 82,805,461 60.8%
11. Details of Restrictions on the Transfer of Securities

There are no restrictions on the transfer of ordinary shares.

12. Details of Any Other Exchanges

The securities of the Company are solely traded on the AIM market operated by London Stock Exchange Plc. Its shares have not been admitted, nor have any applications been made, for any of its shares to be admitted or traded on any other exchanges or trading platform.

13. Number of Securities in Issue

The Company does not hold any Ordinary Shares in treasury and therefore the number of Ordinary Shares with voting rights is 141,633,175.

14. UK Takeover Code applicability

The UK City Code on Takeovers and Mergers applies to the Company

15. Remuneration Committee – Key Objectives

The key objectives of the Remuneration Committee are to:

  • develop remuneration packages which motivate directors and support the delivery of business objectives in the short, medium and long-term;
  • align the interests of the executive directors with the interests of long-term shareholders;
  • encourage executives to operate within the risk parameters set by the Company’s board of directors;
  • ensure that the Company can recruit and retain high-quality executives through packages which are fair and attractive, but not excessive; and
  • determine fair and reasonable contractual terms and payments in respect of the termination of the Company’s relationship with any of its directors and members of the executive/senior management team.