AIM Rule 26
The following information is being disclosed in accordance with AIM Rule 26. Last updated 14/12/2016
Headquartered in Edinburgh and with over 100 full-time employees, FreeAgent is a provider of cloud-based Software-as-a-Service (“SaaS”) accounting software solutions and mobile applications designed specifically for UK micro-businesses (defined as sole traders and companies with fewer than 10 employees) and their accountants.
FreeAgent provides a mission critical and cost-effective solution used by these businesses. With its easy to use, intuitive software, FreeAgent’s offering significantly streamlines financial management, bringing together invoice and expense management to VAT and payroll. FreeAgent even enables users to automatically generate and submit their self-assessment tax return filings to Her Majesty’s Revenue & Customs (“HMRC”).
Andy Roberts, Independent Non-Executive Chairman
Andy led The Innovation Group plc from 2009 until its sale to Carlyle Group in 2016 for £500 million. During this time, the company grew to be a global business providing business services and software solutions. He has also been Chairman of Kewill plc, a leading international supply chain software business, Non- Executive Director and Chairman of Civica, a leading UK IT services business and prior to this was Non-Executive Chairman of Vega Group plc until its sale in 2008 to Finmeccanica SPA for £61 million.
Andy started his career at ICL and then led the management team that turned-around private-equity owned Data Sciences (then a leading business process outsourcing business), which was sold to IBM in 1996. Andy is also currently Non-Executive Chairman of 1Spatial Plc.
Ed Molyneux, Chief Executive Officer
Ed is a co-founder of FreeAgent. He graduated with a MEng in Engineering and Computer Science from The Queen’s College, Oxford in 1992 and then spent 11 years in the Royal Air Force, including two tours of duty as a Harrier pilot, before six years as director of his own technical consultancy business (with clients primarily in the defence technology sector). As CEO, Ed leads the executive management team and is responsible for the strategic direction and development of the Group.
Katherine Tenner, Chief Financial Officer and Company Secretary
Katherine is a chartered accountant who joined the Group in 2012 as Financial Controller from Deloitte, where she worked for 5.5 years latterly as an audit manager. She became Chief Financial Officer in 2014, in which capacity she is responsible for all aspects of the Group’s financial operations and management. She holds a masters degree in Chemistry and is a member of the Institute of Chartered Accountants of Scotland.
Nigel Halkes, Independent Non-Executive Director
Nigel is an experienced Non-Executive Director and a former Managing Partner of Ernst & Young, UK & Ireland (“EY”). He has recent and relevant experience of chairing audit committees. He is a Non-Executive Director of Hargreaves Services plc, an AIM listed company, where he chairs the Audit Committee.
Nigel was a partner at EY for 25 years, during which time he led their Technology, Media & Telecommunications business through a period of sustained growth. In his leadership role at EY, Nigel was responsible for the UK firm’s growth strategy, key account programme and the business development function.
Committees of the directors
The Board has an audit committee and a remuneration committee with formally delegated duties and responsibilities, as described below.
The audit committee has responsibility for monitoring the integrity of the Group’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Group’s internal control and risk management systems, monitoring the effectiveness of the internal audit function and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings). The audit committee comprises Andy Roberts and Nigel Halkes and is chaired by Mr Halkes. The audit committee meets at least twice a year at appropriate times in the reporting and audit cycle and otherwise as required. The audit committee also meets regularly with the Group’s external auditors.
The remuneration committee has responsibility for determining and agreeing with the Board the framework for the remuneration of the Directors, and other designated senior managers and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration committee comprises Andy Roberts and Nigel Halkes and is chaired by Mr Roberts. The remuneration committee will meet at least twice a year and otherwise as required.
Country of incorporation and main country of operation
|Country of incorporation||Scotland|
|Company registration number||SC541036|
|Main country of operation||UK|
|Registered Office||One Edinburgh Quay, 133 Fountainbridge, Edinburgh, Scotland, EH3 9QG|
|Nominated Adviser and Broker||Nplus1 Singer Advisory, One Bartholemew Lane, London, EC2N 2AX|
|Solicitors to the Company||Maclay Murray & Spens LLP, Quartermile One, 15 Lauriston Place, Edinburgh, EH3 9EP|
|Auditor||BDO LLP, 4 Atlantic Quay, 70 York Street, Glasgow, G2 8JX|
|Financial Communications||FTI Consulting, 200 Aldersgate Street, London, EC1A 4HD|
|Registrars||Computershare, Leven House, 10 Lochside Place, Edinburgh Park, Edinburgh, EH12 9DF|
|Annual reports and accounts||Download PDF|
|Articles of Association||Download PDF|
|Admission document||Download PDF|
|Interim period-end trading update||Download PDF|
|Results of AGM||Download PDF|
|Grant of options||Download PDF|
|Report & Financial Statements for year ended 31 March 2017||Download PDF|
|Year results for year ended 31 March 2017||Download PDF|
|Trading Update - 6 April 2017||Download PDF|
|Exercise of Warrants and Total Voting Rights||Download PDF|
|Contract with Royal Bank of Scotland Plc||Download PDF|
|Interim results for the six months ended 30 September 2016||Download PDF|
|First Day of Dealings||Download PDF|
|FreeAgent Announces Intention to Float on AIM||Download PDF|
Other exchanges and trading platforms on which securities are traded
Restrictions on the transfer of AIM securities
There are no restrictions on the transfer of securities.
Securities in issue
40,622,480 ordinary shares of 1 pence each.
Percentage of securities not in public hands
|Shareholder name||Percentage of shares|
|Opus Incertum Limited||15.3%|
|IRIS Group Limited||9.6%|
|Local Globe IV Limited||6.9%|
|RJ Beteiligungsgesellschaft MBH||3.9%|
Corporate Governance and Takeover Code
The Board fully supports the underlying principles of corporate governance contained in the Corporate Governance Code, notwithstanding that, as its securities are not listed on the Official List, the Company is not required to comply with such recommendations. The Board seeks to comply with the provisions of the Corporate Governance Code, insofar as is practicable and appropriate for a public company of the size and nature of the Company, and recognises its overall responsibility for the Company’s systems of internal control and for monitoring their effectiveness. The Company is incorporated in the UK and is subject to the UK City Code on Takeovers and Mergers.
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