AIM Rule 26

The information below is disclosed in accordance with Rule 26 of the AIM Rules for Companies and was last updated on 28 July, 2016.

Company Information

NetScientific plc is incorporated in England and Wales under registered no. 08026888. Its main country of operation is the United Kingdom.

Please click here for a description of the business.

Please click here for a description of the investment strategy.

For a list of the members of the board of directors and their biographies, please visit the Team section.

The Board is accountable to the Company’s shareholders for good corporate governance and it is the objective of the Board to attain a high standard of corporate governance. The Company does not seek to comply with the Code. However, the Company has regard to the Code when determining its corporate governance processes.

The board of directors has delegated certain of its functions and responsibilities to the following committees of the board:

  • Audit Committee: Barry W. Wilson (Chair), Sir Richard Sykes and Professor Stephen SmithThe audit committee has responsibility for considering all matters relating to financial controls and reporting, internal and external audits, the scope and results of the audits, the independence and objectivity of the auditors and keeping under review the effectiveness of the Company’s internal controls and risk management.For more information, download the audit committee’s terms of reference
  • Remuneration Committee: Sir Richard Sykes (Chair), Barry W. Wilson and Professor Stephen SmithThe remuneration committee has responsibility for making recommendations to the Board on the Company’s policy for remuneration of senior executives, for reviewing the performance of executive directors and senior management and for determining, within agreed terms of reference, specific remuneration packages for each of the executive directors and members of senior management, including pension rights, any compensation payments and the implementation of executive incentive schemes.For more information, download the remuneration committee’s terms of reference
  • Nomination Committee: Sir Richard Sykes (Chair), Barry W. Wilson and Professor Stephen SmithThe nomination committee has responsibility for considering the size, structure and composition of the board of directors, and the retirement and appointment of directors, and will make appropriate recommendations to the Board about these matters.For more information, download the nomination committee’s terms of reference

The Company’s key advisers are set out here:

Nominated Adviser and Broker: Stifel Nicolaus Europe Limited 150 Cheapside London EC2V 6ET
Solicitors: DLA Piper UK LLP  3 Noble Street  London EC2V 7EE
Independent Auditors: BDO LLP Arcadia House Maritime Walk Ocean Village Southampton Hampshire SO14 3TL
Reporting Accountants: BDO LLP 55 Baker Street London W1U 7EU
Registrar: Capita Registrars Limited The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Public Relations: Consilium Strategic Communications  41 Lothbury London EC2R 7HG

Securities Information

The Company’s ordinary shares are admitted to trading on AIM. There are no other exchanges or trading platforms on which the Company has applied or agreed to have any of its securities (including its AIM securities) admitted or traded.

There are no restrictions on the transfer of the Company’s ordinary shares.

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

As at 27 June 2016, the Company’s issued share capital consists of 51,075,695 ordinary shares of 5p and the following interests of shareholders in excess of 3 per cent have been notified to the Company:

Shareholder Number of Shares Percentage
Woodford Investment Management 23,045,125 45.1%
Invesco Asset Management Limited 9,225,000 18.1%
Zahra Holdings Limited[1] 5,991,567 11.7%
JO Hambro 4,760,000 9.3%
White Mustard Investments Limited [1] [2] 3,180,000 6.2%

[1] Zahra Holdings Limited, White Mustard Investments Limited and Cyrus Holdings Limited, together, the Azima Family Trusts, hold in total 10,402,020 shares representing 20.4 per cent of the Company’s issued share capital.

[2] Formerly known as Quantadyne Limited

A total of 81.4% of the issued share capital is not in public hands as defined for Rule 26 purposes being directors, management and those shareholders holding more than 10% of the issued share capital.

Documents

AIM Rule 26 - NetScientific