AIM Rule 26

The following information and links are provided for the purposes of AIM Rule 26.

This information was last updated on 3rd September 2018.

 

1. Business Description

Please click here to see the Business Description

2. Board of Directors

2. Please click here to see the Board of Directors 

3. Corporate Governance

Corporate governance and Board practices
The Company is not required to comply with the provisions of the Governance Code or the QCA Code.

The Board, however, recognises the importance of sound corporate governance and intends that the Company will comply with the provisions of the Governance Code and the QCA Code insofar as they are appropriate given the Company’s size and stage of development.

The Board will comprise two executive directors and two non-executive directors. The executive directors, being Stephen Blyth and Richard Myson, are 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 will comprise Geoff Gillo, Alex Borrelli and Rob Riddleston and  and will be chaired by Geoff Gillo. The Audit, AIM Rules and MAR Compliance Committee is expected to meet at least four times a year 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 will have  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 will comprise Rob Riddleston, Geoff Gillo and Alex Borrelli and will be chaired by Rob Riddleston. It is expected to meet not less than twice a year 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 will take 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 and joint broker

SP Angel Corporate Finance LLP
Prince Frederick House
35-39 Maddox Street
London
W1S 2PP

Financial adviser and joint broker

Cantor Fitzgerald Europe
One Churchill Place
London
E14 5RB

Solicitors to the Company 

Bircham Dyson Bell LLP
50 Broadway
Westminster
London
SW1H 0BL

Solicitors to the Company

Tees Law
Stonebridge House
Stonebridge Walk
Chelmsford
Essex
CM1 1EY

Auditor to the Group

BDO LLP
55 Baker Street
London
W1U 7EU

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
Shareholder Shares % IC
Cogels Investment Limited 34,840,000 26.2%
Mr Shaun R Godfrey 21,992,000 16.5%
Mr Sandu Grigore 15,168,000 11.4%
Cavendish Asset Mgt 6,979,701 5.3%
Berenberg Bank 6,924,400 5.2%
Rathbone Investment Mgt 6,575,980 4.9%
Mr Richard Myson 4,000,000 3.0%
Mr Danor Ionescu 4,000,000 3.0%

 

10. Shares not in Public Hands

In accordance with AIM Rule 26, in so far as the Company is aware as at 18th April 2018, the percentage of the Company’s issued share capital that is not in public hands is 67.30%

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 132,899,486.

14. UK Takeover Code applicability

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

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