AIM Rule 26

The following information is provided for AIM Investors, under Rule 26 of the AIM Rules. This information is current as of 28th April 2017.


Company Information

Registered Office Proxama Plc
27/28 Eastcastle Street
London
W1W 8DH
Registered Number 06458458
Date of Incorporation 1st August 2005
Country of Incorporation England
Country of Operation England

Significant Shareholders

As of 28th April 2017, Proxama PLC has the following significant shareholders:


Director Shareholdings


Name Number of Ordinary Shares % of Issued Capital Number of Options Expiry Date
Mike Woods 17,439,021 0.72%
David Bailey 33,342,125 1.38% 0 0
John Kennedy 800,000 0.03% 4,938,271 9/1/2025

Concert party Shareholdings


Name Number of Ordinary Shares % of Issued Capital Number of Options Expiry Date
Gavin Breeze** 254,000,462 10.54% 0 0
Chris Chapman**** 20,205,744 0.84% 0 0
Neil Garner* 16,433,985 0.68% 1,468,284 27/02/2022
Mr and Mrs Miles Quitmann 13,868,118 0.58% 0 0
Tessa Ogden 3,367,624 0.14% 0 0

Shareholder Profile


Name Number of Ordinary Shares % of Issued Capital
Hargreves Lansdown Asset Mgt 312,906,511 12.99%
Gavin Breeze** 254,000,462 10.54%
Halifax Share Dealing 171,266,787 7.11%
Barclays Wealth 141,129,198 5.90%
TD Direct Investing 135,641,431 5.63%
Woodspeen Investment Mgt*** 125,279,986 5.20%
Octopus Investments 121,496,321 5.04%
Herald Investment Mgt 85,600,000 3.55%
Proxama Plc Directors & Related Holdings 79,808,162 3.31%
Share Centre Investment Mgt 76,887,812 3.19%

* The interest of Neil Garner include 2,000,000 Ordinary Shares held by his wife, Charissa Lynn Garner.
** The interest of Gavin Breeze include interests held directly or through White Angle Limited.
*** David Bailey is a Director of Woodspeen Investment Management Limited, which holds 7,484,666 shares on behalf of him and his wife. This figure is included in Mr. Bailey's beneficial holding of 33,342,125 shares.
**** The interest of Chris Chapman is held directly or through MyBusinessFD.

Responsibilities of Proxama’s Directors

Internal Control

The Directors, who are responsible for the Group’s system of internal control, have established systems to ensure that an appropriate level of oversight and control is provided. The systems are reviewed for effectiveness annually by the Audit Committee and the Board. The Group’s systems of internal control are designed to help the Company meet its business objectives by appropriately managing, rather than eliminating, the risks to those objectives.


Financial Control

The annual financial plan is reviewed and approved by the Board. Financial results with comparisons to plan and forecast results are reported on monthly to the Board together with a report on operational achievements, objectives and issues encountered. Significant variances from plan are discussed at Board meetings and actions set in place to address them.

Approval levels for authorisation of expenditure are at set levels and cascaded through the management structure with any expenditure in excess of predefined levels requiring approval from the executive directors.


Relations With Shareholders

The Non Executive Chairman and Chief Executive Officer have, where appropriate, regular dialogue with shareholders and analysts to discuss strategic and other issues including the Company’s financial results.

AIM Rule Compliance Report

Proxama plc is quoted on AIM and as a result the Company has complied with AIM Rule 31 which requires the following:

  • Have in place sufficient procedures, resources and controls to enable its compliance with the AIM Rules.
  • Seek advice from its Nominated Advisor (“Nomad”) regarding its compliance with the Rules whenever appropriate and take that advice into account.
  • Provide the Company’s Nomad with any information it reasonably requests in order for the Nomad to carry out its responsibilities under the AIM Rules for Nominated Advisors, including any proposed changes to the Board and Provision of draft notifications in advance.
  • Ensure that each of the Company’s Directors accepts full responsibility, collectively and individually, for compliance with the AIM rules.
  • Ensure that each Director discloses without delay all information which the Company needs in order to comply with AIM Rule 17 (Disclosure of Miscellaneous Information) insofar as that information is known to the director or could with reasonable diligence be ascertained by the Director.




Proxama PLC - Dealing Policy

Adopted on 3 July 2016

This policy applies to all directors and employees of Proxama PLC (the Company) and its subsidiaries. It has been designed to ensure that you do not misuse, or place yourself under suspicion of misusing, information about the Group which you have and which is not public.

  1. You must not deal in any securities of the Group if you are in possession of inside information about the Group. You must also not recommend or encourage someone else to deal in the Group's securities at that time - even if you will not profit from such dealing.
  2. You must not disclose any confidential information about the Group (including any inside information) except where you are required to do so as part of your employment or duties. This means that you should not share the Group's confidential information with family, friends or business acquaintances.
  3. You may, from time to time, be given access to inside information about another group of companies (for example, one of the Group's customers or suppliers). You must not deal in the securities of that group of companies at those times.
  4. The Group also operates a Dealing Code which applies to the Company's directors and to all employees.
  5. Failure to comply with this policy may result in internal disciplinary action. It may also mean that you have committed a civil and/or criminal offence.
  6. If you have any questions about this policy, or if you are not sure whether you can deal in securities at any particular time, please contact the Deputy Finance Director (david.jacks@proxama.com) or the Chief Executive Officer (john.kennedy@proxama.com).

Dealing Policy: Glossary

For the purposes of this policy:

  • deal and dealing covers any type of transaction in a company's securities, including purchases, sales, the exercise of options and using securities as collateral for a loan
  • the Group means the Company and its subsidiaries
  • inside information is information about a company or its securities which is not publicly available, which is likely to have a non-trivial effect on the price of such securities and which an investor would be likely to use as part of the basis of his or her investment decision
  • securities are any publicly traded or quoted shares or debt instruments, and any linked derivatives or financial instruments. This would include shares, depositary receipts, options and bonds




Proxama PLC - Dealing Code

Adopted on 3 July 2016

Introduction

The purpose of this code is to ensure that the directors and employees of Proxama PLC (the 'Company') and its subsidiaries do not abuse, and do not place themselves under suspicion of abusing, Inside Information and comply with their obligations under the Market Abuse Regulation.

Part A of this code contains the Dealing clearance procedures which must be observed by the Company's PDMRs and all employees. This means that there will be certain times when such persons cannot Deal in Company Securities.

Part B sets out certain additional obligations which only apply to PDMRs.

Failure by any person who is subject to this code to observe and comply with its requirements may result in disciplinary action. Depending on the circumstances, such non-compliance may also constitute a civil and/or criminal offence.

Schedule 1 sets out the meaning of capitalised words used in this code.

Part A - Clearance procedures
1Clearance to Deal
1.1 You must not Deal for yourself or for anyone else, directly or indirectly, in Company Securities without obtaining clearance from the Company in advance.
1.2 Applications for clearance to Deal must be made in writing and submitted to the Chief Executive Officer (John Kennedy, or another director designated by the Board for this purpose) and the Deputy Finance Director (David Jacks) using the form set out in Schedule 2.
1.3 You must not submit an application for clearance to Deal if you are in possession of Inside Information. If you become aware that you are or may be in possession of Inside Information after you submit an application, you must inform the Chief Executive Officer as soon as possible and you must refrain from Dealing (even if you have been given clearance).
1.4 You will receive a written response to your application, normally within five business days. The Company will not normally give you reasons if you are refused permission to Deal. You must keep any refusal confidential and not discuss it with any other person.
1.5 If you are given clearance, you must Deal as soon as possible and in any event within two business days of receiving clearance.
1.6 Clearance to Deal may be given subject to conditions. Where this is the case, you must observe those conditions when Dealing.
1.7 You must not enter into, amend or cancel a Trading Plan or an Investment Programme under which Company Securities may be purchased or sold unless clearance has been given to do so.
1.8 Different clearance procedures will apply where Dealing is being carried out by the Company in relation to an employee share plan (e.g. if the Company is making an option grant or share award to you, or shares are receivable on vesting under a long-term incentive plan). You will be notified separately of any arrangements for clearance if this applies to you.
1.9 If you act as the trustee of a trust, you should speak to the Chief Executive Officer about your obligations in respect of any Dealing in Company Securities carried out by the trustee(s) of that trust.
1.10 You should seek further guidance from the Chief Executive Officer before transacting in:
(a) units or shares in a collective investment undertaking (e.g. a UCITS or an Alternative Investment Fund) which holds, or might hold, Company Securities; or
(b) financial instruments which provide exposure to a portfolio of assets which has, or may have, an exposure to Company Securities.
This is the case even if you do not intend to transact in Company Securities by making the relevant investment.
2 Further guidance
If you are uncertain as to whether or not a particular transaction requires clearance, you must obtain guidance from the Chief Executive Officer before carrying out that transaction.

Part B - Additional provisions for PDMRs
3Circumstances for refusal
You will not ordinarily be given clearance to Deal in Company Securities during any period when there exists any matter which constitutes Inside Information or during a Closed Period.
4 Notification of transactions1
4.1 You must notify the Company and the FCA in writing of every Notifiable Transaction in Company Securities conducted for your account as follows:
(a) Notifications to the Company must be made using the template in Schedule 3 and sent to the Chief Executive Officer as soon as practicable and in any event within two business days of the transaction date.2 You should ensure that your investment managers (whether discretionary or not) notify you of any Notifiable Transactions conducted on your behalf promptly so as to allow you to notify the Company within this time frame.
(b) Notifications to the FCA must be made within three business days of the transaction date. A copy of the notification form is available on the FCA's website.
4.2 If you are uncertain as to whether or not a particular transaction is a Notifiable Transaction, you must obtain guidance from the Chief Executive Officer. 
5 PCAs and investment managers
5.1 You must provide the Company with a list of your PCAs and notify the Company of any changes that need to be made to that list.
5.2 You should ask your PCAs not to Deal (whether directly or through an investment manager) in Company Securities during Closed Periods and not to deal on considerations of a short-term nature. A sale of Company Securities which were acquired less than a year previously will be considered to be a Dealing of a short- term nature.
5.3 Your PCAs are also required to notify the Company and the FCA in writing, within the time frames given in paragraph 4.1, of every Notifiable Transaction conducted for their account. You should inform your PCAs in writing of this requirement and keep a copy; the Deputy Finance Director will provide you with a letter that you can use to do this. A copy of the form for notifying the FCA is available on the FCA's website.
5.4 You should ask your investment managers (whether or not discretionary) not to Deal in Company Securities on your behalf during Closed Periods.

1 The Market Abuse Regulation requires transactions to be notified once an annual aggregate threshold of €5,000 has been exceeded. The FCA has stated that it will allow all transactions to be notified regardless of whether or not this annual threshold has been reached. The Company has adopted this approach and requires all transactions to be notified.

2 Although the MAR requirement provides for three business days, the Company has resolved that you must notify within two business days to ensure the Company is able to meet its own obligations to announce the dealing.


Schedule 1 - Defined terms

Schedule 2 - Clearance application template

Schedule 3 - Notification template



UK City Code on Takeovers and Mergers

Proxama is subject to the UK City Code on Takeovers and Mergers by virtue of its incorporation in England and having its shares traded on AIM.

Board Committees

Audit Committee

Our audit committee is responsible for ensuring the financial performance of Proxama® is properly monitored and reported on, the effectiveness of accounting systems and financial reporting procedures. Proxama’s Audit Committee consists of Shaun Gregory and Kelvin Harrison, who acts as Non-Executive Chairman of the committee.


Remuneration Committee

Proxama’s remuneration committee is responsible for the specific remuneration and incentive packages for each of the company’s executive directors, senior executives and managers. Proxama’s Remuneration Committee consists of Shaun Gregory and Kelvin Harrison, who acts as Non-Executive Chairman of the committee.


Nomination Committee

The nomination committee is responsible for reviewing and making proposals to the Board on the appointment of Directors and meets as necessary. Proxama's nomination committee consists of Kelvin Harrison, who acts as Non-Executive Chairman of the committee, and Shaun Gregory.


Full terms of reference are available at our registered office: 27/28 Eastcastle Street, London, W1W8DH.

Advisors

Nominated Advisor

Peel Hunt LLP
Moor House
120 London Wall
London
EC2Y 5ET

Tel: +44 (0)20 7418 8900


Broker

Peel Hunt LLP
Moor House
120 London Wall
London
EC2Y 5ET

Tel: +44 (0)20 7418 8900


Registrar

Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
United Kingdom

Legal Advisors

Taylor Vinters
Merlin Place
Milton Road
Cambridge
CB4 0DP

Tel: +44 (0)1223 423444

Articles of Association

Memorandum and Articles of Association for Proxama Plc.

Corporate Governance

Proxama Plc acknowledges the importance of high standards of corporate governance. The Corporate Governance Code, published by the Quoted Companies Alliance in May 2013, sets out a minimum best practice standard for small and mid-sized quoted companies, particularly AIM companies.

The board of directors intends to comply with the requirements of the Corporate Governance Code to the extent that it is considered appropriate and having regard to the company's size, board structure, stage of development and resources. The board will meet at least four times a year to review, formulate and approve the company's strategy, budget, corporate actions and major items of capital expenditure. The board has established an audit committee, a remuneration committee, a nomination committee and a technology committee, each with formally delegated duties and responsibilities and written terms of reference.