AIM Rule 26
The information contained within this section is for the purposes of AIM Rule 26 compliance. This information has been updated as at 28 May 2019.
View the board for for the names and brief biographies of our Directors.
The Chairman’s principal responsibilities are to ensure that the Company and its Board are acting in the best interests of shareholders, and leadership of the Board is undertaken in a manner which ensures that the Board retains integrity and effectiveness, with the right Board dynamic and ensuring that all important matters, in particular strategic decisions, receive adequate time and attention at Board meetings.
The CEO has, through powers delegated by the Board, the responsibility for leadership of the management team in the execution of the Group’s corporate strategies and for the day-to-day management of the business. The CEO can be assisted in his duties by the other Executive Directors. The CEO for essensys is also the principle contact for liaison with shareholders and, together with the CFO, all other stakeholders.
The independent Non-Executives Directors are tasked with constructively challenging the decisions of executive management and satisfying themselves that the systems of business risk management and internal financial controls are robust. The Executive Directors seek regular counsel from the Non-Executive Directors outside of Board meetings.
The Board intends to take account of the QCA Corporate Governance Code to the extent that it considers it appropriate having regard to the Company’s size, Board structure and resources.
The Board will, on Admission, comprise four directors, two of whom shall be executive directors and two of whom shall be non-executive directors, reflecting a blend of different experience and backgrounds. The two non-executive directors are considered independent under the criteria identified by the QCA Corporate Governance Code.
It is the Company's intention to appoint a third, independent non-executive director within six months of Admisison.
The Board intends to meet regularly to consider the Group’s strategy, performance and the effectiveness of its internal processes. All Directors receive information on the Group’s operational and financial performance regularly and relevant information is circulated to the Directors in advance of meetings. All Directors have direct access to the advice and services of the Company Secretary and are able to take independent professional advice in the furtherance of the duties, if necessary, at the company’s expense.
The Audit Committee will have Charles Butler as Chairman and will have primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Group is properly measured and reported on and reviewing reports from the Group’s auditors relating to the Group’s accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit Committee will meet at least three times a year. Jon Lee will be the other member of the Audit Committee and a third Non-Executive Director, once appointed.
The Remuneration Committee will have Jon Lee as Chairman and will review the performance of the executive directors and determine their terms and conditions of service, including their remuneration and the grant of options (including under the Share Schemes), having due regard to the interests of Shareholders. The remuneration and terms and conditions of appointment of the non-executive directors will be set by the Board. The Remuneration Committee will meet at least two times a year. Charles Butler will be the other member of the Remuneration Committee. and a third Non-Executive Director, once appointed.
The Board recognises the importance of complying with the AIM Rules and MAR relating to dealings by directors and certain other employees of the Group in the Ordinary Shares and has established a share dealing code. The Company will take all reasonable steps to ensure compliance by the directors and any relevant employees. The Directors believe that the share dealing code adopted by the Board is appropriate for a company quoted on AIM and is compliant with Rule 21 of the AIM Rules relating to dealing policies.
Registered and Head Office: Aldgate Tower 7th Floor, 2 Leman Street, London E1 8FA
Company URL: https://essensys.tech/
Details of other listings or trading platforms: essensys plc has only applied and agreed to have its securities traded on the AIM market of the London Stock Exchange.
Country of Incorporation & Operation: essensys plc is incorporated in England and Wales under the company registration number 11780413. The main country of operation is the United Kingdom.
Trading system: CREST
Market: essensys plc has only applied and agreed to have its securities traded on the AIM market of the London Stock Exchange.
Share restrictions: There are no restrictions on the transfer of securities. No shares are held in treasury.
The number of AIM securities in issue: 48,107,567 Ordinary Shares of 0.25p each
SIGNIFICANT SHAREHOLDERS (>3%)
|Canaccord Genuity Group Inc.||4,285,935||8.91|
|SFM UK Management LLP||2,756,623||5.73|
|Chelverton Asset Management Limited||1,837,748||3.82|
|Ian Bryn Sadler||1,752,192||3.64|
Percentage of securities not in public hands: 61.46%
The identity and percentage holdings of the Company’s significant shareholders are as follows:
UK City Code on Takeovers and Mergers: essensys plc is subject to the UK City Code on Takeovers and Mergers.
Nominated adviser and broker:
Nplus1 Singer Advisory LLP
1 Bartholomew Lane, London, EC2N 2AX
200 Aldersgate Street, London, EC1A 4HD
Solicitors to the company:
Osborne Clarke LLP
One London Wall, London EC2Y 5EB
Auditors and reporting accountants:
55 Baker St, Marylebone, London W1U 7EU
Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA
One Advisory Limited
201 Temple Chambers
3-7 Temple Avenue
London EC4Y 0DT
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To contain the annual published accounts for the last three years, and, going forward, the annual accountants published since admission and all half-yearly, quarterly or similar reports published since the last annual accounts.