The following information is disclosed in accordance with Rule 26 of the AIM Rules
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.
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.
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
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.
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21 August 2015: Admission to AIM
10 November 2015: Launch of New IoT Solutions
24 November 2015: Acquisition and Issue of Equity
4 April 2016: New Licence Agreement and Board Changes
6 June 2016: Final results 2015
2016 AGM Notice
19 August 2016: Company Update
26 Aug 2016: Further re Company Update
27 Sep 2016: Interim Results
01 Nov 2016: Board Changes
18 Nov 2016: Loan Note Repayment
18 Jan 2017: Holding(s) in Company
27 Feb 2017: Suspension of Trading in Shares
04 Apr 2017: Holding(s) in Company
04 Apr 2017: Holding(s) in Company
2016 Final Results
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.
Other than AIM, 365 Agile is not listed on any other exchanges or trading platforms.
There are no restrictions on the transfer of securities.
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.
365 Agile Group plc is subject to the UK City Code on Takeovers and Mergers.
MXC Capital Advisory LLP
25 Victoria Street
60 New Broad Street
100 Fetter Lane
Neville Registrars Limited
18 Laurel Lane
Grant Thornton UK LLP
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2 St Philips Place