AIM Rule 26

The following information is being disclosed in accordance with AIM Rule 26. Last updated 16/11/2016

Company information


Business description

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”).


Company directors

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. He is also a Non-Executive Director of Management Consulting Group plc.

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.

Audit Committee

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.

Remuneration Committee

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

Key advisers

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

Investor information


Annual reports and accounts

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Constitutional documents

Articles of Association

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Shareholder documents


Admission document

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Announcements

Click here for a full list of market announcements

FreeAgent Announces Intention to Float on AIM

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First Day of Dealings

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Other exchanges and trading platforms on which securities are traded

None.


Restrictions on the transfer of AIM securities

There are no restrictions on the transfer of securities.

Securities information


Securities in issue

40,622,480 ordinary shares of 1 pence each.


Percentage of securities not in public hands

60.5%


Significant shareholders

Shareholder name Percentage of shares
Opus Incertum Limited 15.3%
IRIS Group Limited 9.6%
Ed Molyneux 8.9%
Olly Headey 7.5%
Local Globe IV Limited 6.9%
Roan Lavery 6.5%
Livingbridge 5.1%
Alto Invest 4.3%
RJ Beteiligungsgesellschaft MBH 3.9%
Octopus 3.4%

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.


Shareholder warning

Investors should be aware of share fraud, including scams run from 'boiler rooms' where fraudsters call out of the blue offering investment advice and promising high returns. The shares offered in these scams are worthless, overpriced or even non-existent.

Boiler room scams are using increasingly sophisticated tactics to encourage investors to buy or sell shares and even experienced investors are at risk. As much as £200m is lost to these scams in the UK each year with the biggest individual loss recorded by the police being £6m.

The Financial Conduct Authority (FCA) encourage all investors to check their register to ensure financial service firms are on there and to remember that if an investment opportunity sounds too good to be true, it probably is.

If you think you have been a victim of share fraud you can report the incident to the FCA's Consumer Helpline on 0800 111 6768 or use the reporting form. For more information see the FCA's advice on share fraud and boiler room scams.

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