The following information is disclosed in accordance with Rule 26 of the AIM Rules

Company Profile

365 Agile Group Plc is deemed to be a cash shell under Rule 15 of the AIM Rules for Companies. The Company is seeking and continues to evaluate potential acquisitions in the technology sector.

  • Board of Directors

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    Clive Carver, Non-Executive Chairman
    Clive is a chartered accountant and has spent 17 years in the corporate broking arena becoming, successively, head of corporate finance at Seymour Pierce, Williams de Broë and finnCap. Since 2006, Clive has been Chairman of Roxi Petroleum PLC, becoming Executive Chairman in June 2012. Clive is also Non-Executive Chairman of Ascent Resources PLC and Fastjet.

    Tony Weaver, Non-Executive Director
    Tony is a founder of MXC Capital Limited, a specialist merchant bank that invests and grows value in companies in the TMT sector, and which is a substantial shareholder in the Company. Tony is a business leader and investor with proven sales, operations and management expertise. Tony has served on a number of private and publically quoted company boards over the last 28 years.

  • Governance

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    Compliance with the Corporate Governance Code

    The Board of 365 Agile recognises the importance of, and is committed to, good corporate governance and follows, so far as is practicable and appropriate for a company of its size, stage of development and nature, the provisions of the Corporate Governance Code. In any event, the Board complies with the provisions of the QCA Guidelines.

    The Board comprises of its two non-executive directors. The Corporate Governance Code states that the board should determine whether a director is independent in character and judgment and whether there are relationships or circumstances which are likely to affect, or could appear to affect, the director’s judgment. The Board considers that Clive Carver is independent within the meaning of the QCA Guidelines.

    The Board has formed, and has adopted terms of reference for, an audit committee further details of which are set out below.

    Committees of the directors

    Audit Committee

    The audit committee comprises Clive Carver and Tony Weaver and is chaired by Clive Carver. It meets at least once a year. The audit committee receives and reviews reports from management and from the Company’s auditors relating to the interim and annual accounts and to the internal control procedures that are in use throughout the Group. It is responsible for ensuring that the financial performance of the Group is properly reported with particular regard to legal requirements, accounting standards and the AIM Rules for Companies. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board.

     

Shareholder Information

  • Major shareholders

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    Significant Shareholders

    Shareholder Number of ordinary shares held % Holding
    Jonathan Holyhead* 7,419,682 39.2
    MXC Capital Limited** 3,875,685 20.5
    Lombard Odier Investment Managers Group 2,173,116 11.5
    Carole Dayan 1,265,244 6.7
    City Financial 737,333 3.9
    Steve Lord 728,659 3.9
     Miles Hodkinson  686,828  3.6

     * Of which 2,726,483 ordinary shares are held by Davinder Sanghera, a person connected with Jonathan Holyhead within the meaning of section 25 of the Companies Act 2006.

    ** Shares held indirectly

     Director Shareholdings:

    Director Name Number of ordinary shares held % Holding
    Clive Carver 40,000 0.2

    The % of shares not in public hands is 71.4% as at 18 April 2017

     Last updated: 18 April 2017

  • Admission Document & Shareholder circulars

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Annual & Interim Reports

RNS Announcements

Share Price Data

Additional Information

  • Country of incorporation & main country of operation

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    365 Agile Group plc is incorporated and registered in England and Wales with registered number 4958332. 365 Agile’s main country of operation is the UK and its registered office is 100 Fetter Lane, London EC4A 1BN.

  • Details of any other exchanges or trading platforms

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    Other than AIM, 365 Agile is not listed on any other exchanges or trading platforms.

  • Details of any restrictions on the transfer of securities

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    There are no restrictions on the transfer of securities.

  • Securities in issue

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    The Company’s issued share capital consists of 18,914,703 ordinary shares of 30 pence each, each share having equal voting rights. There are no shares held in treasury.

  • UK City Code on Takeovers & Mergers

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    365 Agile Group plc is subject to the UK City Code on Takeovers and Mergers.

Advisers

  • Financial Adviser

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    MXC Capital Advisory LLP
    25 Victoria Street
    London
    SW1H OEX

  • Nominated Adviser & Broker

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    FinnCap
    60 New Broad Street
    London
    EC2M 1JJ

  • Solicitors

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    DAC Beachcroft
    100 Fetter Lane
    London
    EC4A 1BN

     

  • Registrars

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    Neville Registrars Limited
    Neville House
    18 Laurel Lane
    Halesowen
    West Midlands
    B6 3DA

  • Auditors

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    Grant Thornton UK LLP
    4 Hardman Square
    Manchester
    M3 3EB

  • Principal Bankers

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    Natwest Bank
    2 St Philips Place
    Birmingham
    B3 2RB