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Vela Technologies Plc welcomes enquiries and engagement from investors and shareholders. The following information is disclosed in accordance with Rule 26 of the AIM Rules and was last updated on 2nd September 2019.
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Description of the business
The names of the Directors and biographical details
Corporate Governance and Directors’ Responsibilities
The Directors recognise the importance of good corporate governance and are committed to business integrity, high ethical values and professionalism in all its activities. To this end the Directors have chosen to adopt the Quoted Companies Alliance Corporate Governance Code (“QCA Code”).
To see how the Company addresses the key governance principles defined in the QCA Code please refer to the disclosures below. Further information on the Company’s compliance with the QCA Code will be provided in our next and subsequent annual reports.
This disclosure was last reviewed and updated on 28 September 2018
Principle 1: Establish a strategy and business model which promote long-term value for shareholders
The Company’s vision is to actively invest in fast growth technology companies and build a diverse investment portfolio. Vela’s strategy is focused around its Investing Policy, which provides clear criteria that the Company considers when considering investment opportunities.
The Company will seek investment opportunities which can be developed through the investment of capital or where part of or all of the consideration could be satisfied by the issue of new Ordinary Shares or other securities in the Company. This includes identifying and investing in inaccessible pre-IPO companies.
The Company’s Investing Policy is set out on the Company’s website and is included in the report of the directors in the Governance section of the company’s Annual Report and Accounts (page 10 in the FY2018 Annual Report and Accounts). The Company’s strategy is also communicated to its shareholders through the Annual Report and Accounts as a whole, in particular the Chairman’s Statement.
Key challenges in the execution of Vela’s strategy include:
– Maintaining access through the company’s network to investment opportunities that fit the company’s criteria;
– Access to capital resources to enable cash to be deployed to support both the company’s existing investment portfolio and new investment opportunities; and
– Identifying investment opportunities in accordance with the company’s investing policy that also have attractive valuation parameters for incoming investors such as Vela.
The Company will use effective internal control systems to identify risks and implement appropriate processes to monitor, manage and mitigate known risks. The Board is committed to the maintenance of high standards of corporate governance and seeks to implement best practice as appropriate for smaller listed companies by reference to the provisions of the QCA Code.
The key risks and challenges to the Group are also detailed in the Strategic Report of the FY2018 Annual Report and Accounts and in note 4 to the financial statements on pages 30 to 32 of the FY2018 Annual Report and Accounts, a copy of which can be found here: http://www.velatechplc.com/wp-content/uploads/2018/09/2018-Accounts.pdf
Principle 2: Seek to understand and meet shareholder needs and expectations
The Board is conscious of the need to protect and balance the interests of minority shareholders with those of major shareholders. The Board encourages two-way and open communication with its existing shareholders and potential new investors. The Company values the views of its shareholders and recognises their interest in the Company’s strategy and performance, Board membership and quality of management. It therefore holds regular meetings with its major shareholders to discuss objectives.
The company communicates with its shareholders primarily through regulatory announcements. These contain the contact details of the company’s Executive Director and the Nominated Adviser. In addition copies of the Annual Report and Accounts are issued to all shareholders who have requested them and copies are available on the Company’s investor website www.velatechplc.com. The Group’s interim results are also made available on the Company’s website. The Group also makes use of its investor website and social media to provide information, including on its portfolio companies, to shareholders and other interested parties.
The board has historically presented at investor events and engaged with shareholders through this activity. In this way the Company ensures that the views of shareholders are communicated fully to the Board.
Shareholders may also contact the Company in writing via email at firstname.lastname@example.org Enquiries that are received will be considered by the Board. The Company may be required to exercise discretion as to which shareholder questions shall be responded to, and the information used to answer questions will be information that is freely available in the public domain. As the Company is small it does not have a dedicated investor relations department. Antony Laiker, Executive Director, is available to answer investor relations queries and a contact section is also available on the website for queries to be addressed to the company.
The Company’s AGM is used to communicate with investors and they are encouraged to participate. The Chairman is available to answer questions at the AGM and the Directors make themselves available after the meeting for further discussions with shareholders.
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Company is aware of its corporate and social responsibilities and the need to maintain effective working relationships across a range of stakeholders. These include partners, investee companies, regulatory authorities and professional advisers.
The company takes due account of any impact that its investee companies and their activities may have on the environment or employees.
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board is responsible for reviewing and evaluating risk including investment performance, currency and credit risk, budgets, cash flow and market volatility, and meets regularly to do so. The Board is also responsible for maintaining a sound system of internal controls to safeguard both the shareholders’ investments and the Company’s assets.
A summary of the principal risks and uncertainties facing the Company is outlined in the strategic report and note 4 to the Annual Report and Accounts for the year ended 31 March 2018. The strategic report and the Corporate Governance section of the Annual Report and Accounts also explains how the board deals with and mitigates these risks. The FY2018 Annual Report and Accounts can be found here: http://www.velatechplc.com/wp-content/uploads/2018/09/2018-Accounts.pdf
The Board does not currently maintain a risk register but will monitor and assess the need to put one in place going forward.
Principle 5: Maintain the Board as a well-functioning, balanced team led by the Chair
The company sits within the category of an SME and as such relies on the input of its directors supported by its professional advisers.
The Board currently comprises two directors. Brent Fitzpatrick, the non-executive Chairman, is responsible for the running of the Board and both he and Antony Laiker, the Executive Director, are responsible for implementing the Company’s strategy. Brent Fitzpatrick is considered by the Board to be independent. Under the terms of his contract with the Company Brent Fitzpatrick is contractually committed to dedicating a minimum of 15 days per annum to the Company and is available on an ad-hoc basis to the Company over and above his minimum contractual time commitment.
The Board is satisfied that it has a suitable balance between independence and knowledge of the company to enable it to discharge its duties and responsibilities effectively, and all Directors are encouraged to use their independent judgement to challenge any business matters.
Each Board member commits sufficient time to fufill their duties and obligations to the Board and the Company. The Board is supported by its professional advisors and an outsourced finance function.
The Directors receive regular and timely information on the Company’s operational and financial performance. All Directors have direct access to the advice and services of the Company’s professional advisers in the furtherance of the duties, if necessary, at the Company’s expense.
The directors retire by rotation and stand for re-election at the AGM.
As of the date of this disclosure the last published annual report and accounts for the Company was for the financial year ended 31 March 2018 prior to the publication of the 2018 QCA Corporate Governance Code. As such the Company did not include the directors’ meeting attendance in the annual report and accounts disclosure required by the QCA Code in the company’s annual report and accounts for the financial year ended 31 March 2018. The Company intends to include the number of meetings of the Board and the attendance of the directors in the next Annual Report and Accounts.
Principle 6: Ensure that between them, the directors have the necessary up-to-date experience, skills and capabilities
The Board considers the Directors are of sufficient competence and calibre to add strength and objectivities to its activities and bring considerable experience both financial and operational. The Directors believe that their collective business experience in the areas of investment assist them in the identification and evaluation of suitable opportunities and will enable the Company to achieve its investing objectives. The ability of individual members and the board as a whole to deliver the Company strategy is reviewed regularly.
Directors service contracts or letters of appointment make provision for a director to seek personal advice in furtherance of his or her duties and responsibilities.
Further details on the Directors are given on page 3 of the Company’s Annual Report and Accounts for the year ended 31 March 2018 which can be found here: http://www.velatechplc.com/wp-content/uploads/2018/09/2018-Accounts.pdf
Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The Board carries out an evaluation of its performance on a yearly basis. Performance criteria include: contribution; strategy; sector experience; financial stewardship; and public company requirements. These are related to the company’s needs and projected needs at the time of each annual review. The directors consider that the size of the company does not justify the use of third parties to evaluate the performance of the board on an annual basis.
The effectiveness of each individual Director is benchmarked to directors at similar companies.
Should the size of the Company increase, the board will consider whether it is appropriate to put in place a more prescribed evaluation process.
Succession planning is currently undertaken on an informal basis by the Board in consultation with outside advisors. The Board is satisfied that this is appropriate for this stage of the Company’s development.
The Directors retire by rotation and stand for re-election at the AGM each year.
Principle 8: Promote a corporate culture that is based on ethical values and behaviours
The Company conducts its business in a socially responsible manner, acting with integrity and professionalism. The Board is aware of the activities in which its investee companies are engaged and the impact those activities have on the communities which they serve. A large part of the Group’s activities is centred upon what needs to be an open and respectful dialogue with investee companies. Therefore the importance of sound ethical values is vital to the ability of the Group to successfully achieve its corporate objectives.
When seeking new investment opportunities the Company will consider the potential investee company’s ethical values and behaviours.
Principle 9: Maintain Governance structures and processes that are fit for purpose and support decision-making by the Board
The Board currently comprises two directors and the Board as a whole has overall responsibility for promoting the success of the Company. The Executive Director has day to day responsibility for the operation of the Company and engagement with shareholders. The Non-Executive director is responsible for bringing independent and objective judgement to Board decisions.
The Company is a small investing company that takes minority stakes in a range of businesses and the company itself has minimal operational / trading activity. As such the Board have concluded that, at this time, a board comprising Antony Laiker (the Executive Director) and Brent Fitzpatrick (the Non-Executive Chairman) is suitable for its purposes, size and complexity. The Board monitors the board structure on an ongoing basis to ensure it is effective.
Corporate governance is outlined on pages 4 to 6 of the Annual Report and Accounts for the year ended 31 March 2018, detailing the structures and why they may or may not be appropriate for the size of company. The Board is confident that its processes and culture are appropriate for the Company’s size and complexity but is aware that it must continue to review its practices as the Company evolves and grows.
Due to the size of the Board the Company has elected to not maintain a separate remuneration committee and, as such, the Board as a whole undertakes the functions of such a committee. The Board as a whole will instead review the scale and structure of Directors’ fees, taking into account the interests of shareholders and the performance of the Company.
Due to the size of the Board the Company does not maintain an audit committee and, as such, the Board as a whole undertakes the functions of such a committee including reviewing the independence and objectivity of the external auditor. This includes reviewing the nature and extent of non-audit services supplied by the external auditor to the Company, seeking to balance objectivity and value for money.
The Company is non-compliant with the QCA Code by virtue of not having separate audit or remuneration committees.
No separate nominations committee has been formed and the Board collectively undertakes the function of such a committee.
The Company proposes to keep its systems and controls under review to ensure compliance with best practice having regard to its size and resources available.
The Articles of Association require each director to seek re-election after no more than three years in office. In practice both the Executive Director and the Non-Executive Director are put up for re-election by rotation at the AGM each year.
Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
The Company encourages two-way communication with all its shareholders and aims to respond quickly to all correspondence where relevant. The Board is committed to maintaining good communication and having constructive dialogue with its shareholders.
The Board recognises the Annual General Meeting as an important opportunity to meet all shareholders, in particular private shareholders, and the Board make themselves available post the Annual General Meeting to listen, on an informal basis, to the views of shareholders. The Company also discloses relevant information on how it is governed and has performed through its regulatory announcements (including its annual report) copies of which are available on the Company’s website (www.velatechplc.com), and via its website which is regularly updated.
In addition Antony Laiker, Executive Director, is available to answer investor relations queries and a contact section is available on the website for queries to be addressed to the company.
The historical accounts and other corporate governance-related material, including notice of general meetings over the last five years can be found at: http://www.velatechplc.com/investor-relations/publications/
Going forward the company intends to announce, and post on the Company’s website, the outcome of all resolutions tabled at general meetings (including annual general meetings). If a significant proportion of independent votes were to be cast against a resolution at any general meeting the Board’s policy would be to engage with dissenting shareholders concerned in order to understand the reasons behind the voting results. Following this process the Board may make an appropriate public statement regarding any different action it has taken, or will take, as a result of the vote.
The Company’s last published annual report and accounts were for the financial year ended 31 March 2018 which were published on 27 September 2018 prior to the requirement to adopt a recognised corporate governance code. The Company intends to include the annual report and accounts disclosures required by the 2018 QCA Corporate Governance Code in the next Annual Report and Accounts.
Country of incorporation and main country of operation
Vela Technologies Plc is registered in England & Wales (Registration Number 3904195) and its main country of operation is the UK.
The Company is subject to the City Code on Takeovers and Mergers, as published by the Panel on Takeovers and Mergers and updated from time to time.
Current constitutional documents
Please click on the link below for the Memorandum and Articles of Association.
Details of any other exchanges or trading platforms
The Company’s shares are traded on the Alternative Investment Market of the London Stock Exchange AIM and on the Open Market of the Börse Berlin.
Number of securities in issue & Significant Shareholders
As of 2nd September 2019, the Company’s issued share capital consists of 1,718,943,717 ordinary shares with a nominal value of 0.1 pence each (“Ordinary Shares”), each share having equal voting rights.
The Company does not hold any Ordinary Shares in treasury and therefore the total number of Ordinary Shares with voting rights is 1,718,943,717. As of 2nd September 2019 the Company had been notified, in accordance with the Disclosure Guidance and Transparency Rules, of the following shareholdings amounting to 3% or more of the ordinary share capital of the Company:
|JIM NOMINEES LIMITED||653,485,823||38.01%|
|HARGREAVES LANSDOWN (NOMINEES) LTD||214,420,574||12.47%|
|HSBC GLOBAL CUSTODY NOMINEE (UK) LIMITED||106,484,615||6.19%|
|INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED||91,154,708||5.30%|
|HSDL NOMINEES LIMITED||87,732,127||5.10%|
|VIDACOS NOMINEES LIMITED||59,837,503||3.48%|
*Kevin Sinclair and Scott Fletcher’s interests in Vela Technologies are held indirectly through JIM Nominees Limited.
** Antony Laiker’s interest in Vela Technologies is held as to 35,190,000 shares indirectly through JIM Nominees Limited and 265,985,301 shares held directly.
In accordance with the AIM Rules (Rule 26), in so far as the Company is aware, the percentage of the Company’s issued share capital that is not in public hands is 37%.
Details of any restrictions on the transfer of securities
There are no restrictions on the transfer of securities.
Please click on the link below for access to the Company’s annual and interim reports.
Please click on the link below to access notifications made by the Company since flotation on AIM.
Admission document and circulars
Please see below details of the Company’s Nominated Advisor and other key advisors.
10b Russell Court
Cottingley Business Park
Allenby Capital Limited
5 St Helen’s Place
London EC3A 6AB
Murray Harcourt Limited
13-19 Queen Street
Smaller Company Capital Limited
4 Lombard Street
3 Dorset Rise
London EC4Y 8EN
10b Russell Court
Cottingley Business Park
18 Laurel Ln
27 Soho Square
London W1D 3QR