The Chief Executive is responsible for the day-to-day running of the Company and for achieving the strategy agreed by the Board.

The non-executive Chairman ensures appropriate company governance.

The other non-executive Director attends Board and Board Committee meetings.

The Company has a remuneration committee and an audit committee. Simon Morgan is chairman and Robert Rayne a member of both committees.

The committee members are responsible for examining documents and changes which fall within the remit of that committee and advising the Board.

The Company is incorporated in England, which is also its main country of operation.

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Articles of association

Download - Articles of association

Number of AIM securities in issue: 99,491,584.

The Company’s ordinary shares are listed, and can be traded, on AIM

The Company has not applied or agreed to have any of its securities (including its AIM securities) admitted or traded on any other exchanges or trading platforms

There are no restrictions on the transfer of The Company’s AIM securities

Percentage of AIM securities not in public hands: 79.36%.

There are no shares held as treasury shares.

Shareholders Information

Identity and percentage holdings of significant shareholders

  Number of Shares Percentage(%)
Hon. Robert A Rayne
16,313,843
16.40%
Michinoko Limited
16,762,690
16.85%
Philip Kaye
22,533,279
22.65%
Salvatore Diliberto
20,963,066
21.07%

Corporate Governance

"The Company is not compliant with any specific corporate governance code (e.g. Combined Code). The Company does seek however, so far as is practicable and appropriate for a company of its size and nature, to comply with the provisions of the UK Corporate Governance Code. The Company has one independent non-executive director to bring an independent view to the Board."

Takeover Regulations

“The Company is subject to the UK City Code on Takeovers and Mergers”.

“Jonathan Kaye, the Chief Executive of the Company, and certain members of his extended family members have an existing shareholding in the Company. In particular, Phillip Kaye, the uncle of Jonathan Kaye, is the Company’s largest shareholder, holding 22,533,279 Ordinary Shares in the Company, representing 22.65 per cent. of the Company’s current issued share capital. Due to the close family link, Jonathan Kaye and the members of his extended family are considered a concert party for the purposes of Rule 9 of The City Code on Takeovers and Mergers. Taking into account the ordinary shares held by members of the Concert Party and the new ordinary shares which could be issued to Jonathan Kaye pursuant to his share incentive scheme, the Concert Party will be beneficially interested in up to 41.06 per cent. of the enlarged Ordinary Share capital of the Company."

Shareholders should refer to the circular issued by the Company in October 2016 if they want further information on the concert party and their shareholding.”

AIM Securities

“The share capital numbers and interests set out in this page were last updated on 28 February 2017”