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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 5th December 2017.
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Description of the business
The names of the Directors and biographical details
Corporate Governance and Directors’ Responsibilities
The Company complies with the requirements of the Corporate Governance Code for Small and Mid-Sized Quoted Companies 2013 published by the Quoted Companies Alliance from time to time, to the extent the directors consider it appropriate given the Company’s size and nature. The following information is provided which describes how the Company applies the principles of corporate governance.
The Company supports the concept of an effective Board leading and controlling the Company. The Board is responsible for approving Company policy and strategy and meets regularly. Executive management supplies the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professionals at the Company’s expense. Training is available for new Directors and other Directors as necessary.
The Board consists of two Directors, who bring a breadth of experience and knowledge.
The Chairman of the Board is Brent Fitzpatrick. The Board members are described on page 2 to the financial statements. All Directors are subject to re-election every three years and at the first Annual General Meeting (AGM) after their appointment. The Board has not appointed a Nomination Committee.
Relations with shareholders
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 institutional shareholders to discuss objectives. The AGM is used to communicate with investors and they are encouraged to participate. The Chairman is available to answer questions. Separate resolutions are proposed on each issue so that they can be given proper consideration and there is a resolution to approve the annual report and accounts. The Company counts all proxy votes and will indicate the level of proxies lodged on each resolution after it has been dealt with by a show of hands.
Accountability and audit
The Board presents a balanced and understandable assessment of the Company’s position and prospects in all interim and price-sensitive reports and reports to regulators, as well as in the information required to be presented by statutory requirements.
The Company does not require a separate committee and as such the board as a whole reviews 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 Board is responsible for maintaining a sound system of internal controls to safeguard both the shareholders’ investment and the Company’s assets.
The Board has reviewed its risk management framework to identify areas where procedures need to be changed or installed.
The Board has considered the need for an internal audit function but has decided that the size of the Company does not justify this at present. However, it will keep the decision under review. The Board has reviewed the operation and effectiveness of the Company’s system of internal control for the financial period and the period up to the date of approval of the financial statements.
The Directors are responsible for the Company’s system of internal control and reviewing its effectiveness. The system of internal control is designed to provide reasonable, but not absolute, assurance against material misstatement or loss.
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 at 15 Novemeber 2017, the Company’s issued share capital consists of 721,588,500 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 721,588,500. As of 15 Novemeber 2017 the Company had been notified, in accordance with the Disclosure and Transparency Rules, of the following shareholdings amounting to 3% or more of the ordinary share capital of the Company:
|JIM NOMINEES LIMITED||334,751,994||46.39%|
|KEVIN SINCLAIR *||106,449,000||14.75%|
|ANTONY LAIKER *||35,191,724||4.88%|
|SCOTT FLETCHER *||63,944,696||8.86%|
|HARGREAVES LANSDOWN (NOMINEES) LIMITED||97,962,588||13.58%|
|HSBC GLOBAL CUSTODY NOMINEE (UK) LIMITED||48,997,707||6.79%|
|BEAUFORT NOMINEES LIMITED Des:SSLNOMS||30,138,302||4.18%|
|DIRECT INVESTING NOMINEES LIMITED||22,478,599||3.12%|
*Antony Laiker, Kevin Sinclair and Scott Fletcher’s interests in Vela Technologies are both held indirectly through JIM Nominees Limited.
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
3 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