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Aim 26 Rule 2017-07-31T11:52:40+00:00

AIM RULE 26

This information is disclosed for the purposes of Rule 26

A description of its business and where it is an investing company, its investing strategy Boxhill is a diversified company delivering best in class products focused on lotteries and e-commerce. Each of our divisions enjoys long standing relationships with blue chip clients including household names and leading charities. Boxhill will continue to deliver or acquire new products and businesses, with a particular focus on gaming and lotteries and payment processing, underpinned by a solid asset base.

Our Divisions

Lottery

Our lottery has been in operation since 2002 and we hold a coveted UK external lottery managers licence. We have raised over £5.4 million for good causes and paid prizes to over 1 million winners.

E-commerce

Online purchases are the life blood of almost every consumer facing company in the developed world. Boxhill group have a range of products that suit all merchant’s needs, working within both regulated frameworks and in regions where regulation is scant.

For Merchants we have developed smart switch technology that may improve successful transactions while reducing ongoing costs, we can de-risk certain transactions and reduce time to settlement, improving all important cash flow.

For consumers we are able to protect sensitive information from merchants or individuals you may wish to send money to. We have tailored solutions for the unbanked or those who have been left out of traditional retail bank environments.

Boxhill has a range of peer to peer and consumer products covering a broad spectrum of local and international needs.

Names and biographies of directors

Lord Timothy Razzall, Executive Chairman

Lord Razzall is a qualified solicitor, the Liberal Democrat spokesperson on Trade and Industry and has more than 35 years’ experience in corporate finance, mergers and acquisitions. He is the founder of Argonaut Associates which provides management, financial and corporate advisory services to entrepreneurs and corporate clients. He has chaired several quoted companies and was awarded the title of European Lawyer of the year in 1992.

Andrew J A Flitcroft – Financial Director

Mr Flitcroft is a Fellow of the Institute of Chartered Accountants in England and Wales having qualified as a chartered accountant in 1992 and worked in private practice up until 1999. Subsequently Mr Flitcroft worked in senior finance roles for companies in the technology, internet and services sectors and more recently as a consultant and director for a number of Listed and Venture Capital funded businesses. Mr Flitcroft has a broad range of experience in accounting and reporting for listed enterprises on the UK AIM, PLUS Markets and Nasdaq in the United States.

Clive Hyman – Non-Executive Director

Mr Hyman has over 30 years of experience as a financial professional. He is a Fellow of the Institute of Chartered Accountants in England & Wales, having practiced at KPMG from 1983 to 2005, becoming a Partner in 1995.

Arno Rudolf – Non-Executive Director

Mr Rudolf is a Fellow of the Association of Chartered Certified Accountants. He has over 50 years of commercial experience across a variety of industries and currently owns and operates a successful debt recovery business focused on the bloodstock and horse racing industry.

Corporate Governance

The Company complies with the requirements of the Corporate Governance Code for Small and Mid-Sized Quoted Companies 2013 published by the Quoted Companies Alliance from time to time, to the extent the directors consider it appropriate given the Company’s size and nature.

Takeover Code

The Company is subject to the City Code on Takeovers and Mergers, as published by the Panel on Takeovers and Mergers and updated from time to time.

Committees and Members

Board Committees and Responsibilities

Audit Committee
Chairman: Clive Hyman
Members: Arno Rudolf

The audit committee is responsible for ensuring that the financial performance of the company is properly measured and reported on for reviewing reports from the auditors relating to the Company’s accounting and internal controls and for reviewing the effectiveness of the Company’s systems of internal control.

Remuneration Committee
Chairman: Arno Rudolf
Members: Lord Razzall

The remuneration committee is primarily responsible for monitoring and approving all elements of the executive directors’ remuneration, as well as their performance management.

Compliance Committee
Chairman: Lord Razzall
Members: Clive Hyman

The Compliance Committee has the primary responsibility for ensuring compliance with the AIM Rules for Companies concerning the disclosure of information. The Compliance Committee works closely with the Board to ensure that the Company’s Nominated Adviser is provided with any information it reasonably requests or requires in order that it may carry out its responsibilities under the AIM Rules.

Country of incorporation, main country of operation

Boxhill Technologies Plc is incorporated in England, and its main country of operation is the United Kingdom.

Constitutional documents

View the Articles of Association here.

Most recent annual report

View the latest Annual Report here.

Other reports

View the latest documents here.

Notifications from the last 12 months

View the latest documents here.

Admission document

View the document here.

Number of securities in issue

Number of securities in issue: 2,355,829,770.

Number of securities held in treasury

There are currently no shares held in treasury.

Percentage of securities not in public hands

Total not in public hands 434,220,865 (23.40%).

Significant shareholders


Shareholder Number of Ordinary Shares Held Percentage of Share Capital Held
Empire Global Management Limited 500,000,000 21.22%
Management Express Ltd* 236,656,580 10.05%

* Beneficially owned by James Rose (director of Prize Provision Services Ltd)


Director’s Shareholdings


Director Number of Ordinary Shares Held Percentage of Share Capital Held
James Rose* 236,656,580 10.05%
Tim Razzall** 62,965,986 2.67%
Andrew Flitcroft** 25,674,408 1.09%
Total 325,296,974 13.81%

* Director of Prize Provision Services Ltd. PLC Shareholding beneficially owned via Management Express Ltd
** Director of Boxhill Technologies PLC


Total Not In Public Hands


  Number of Ordinary Shares Held Percentage of Share Capital Held
Total Not In Public Hands 434,220,865 18.43%

Details of any restrictions on transfer

There are no restrictions on transfer of securities.

Details of Company Advisers

Nominated Advisors and other Advisors

Nominated Advisors

Allenby Capital Limited
3 St Helen’s Place
London
EC3A 6AB
t: +44 (0) 20 3328 5656
f: +44 (0) 20 3394 2970
w: www.allenbycapital.com

 

Auditors

KPMG LLP (UK)
15 Canada Square
London
E14 5GL

Registrars

SLC Registrars
42-50 Hersham Road
Walton-on-Thames
Surrey
KT12 1RZ
t: +44 (0) 1372 465330
f: +44 (0) 1372 463620
w: www.davidvenus.com/slc

This information is disclosed for the purposes of AIM Rule 26.

Last updated: July 31, 2017 at 11:52 am