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 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.
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.
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.
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
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.
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.
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.
View the Articles of Association here.
Most recent annual report
View the latest Annual Report here.
View the latest documents here.
Notifications from the last 12 months
View the latest documents here.
View the document here.
Number of securities in issue
Number of securities in issue: 2,815,829,770.
Number of securities held in treasury
There are currently no shares held in treasury.
Shareholdings in the Company of greater than 3% are as follows:
|Shareholder||Number of Ordinary Shares Held||Percentage of Share Capital Held|
|Empire Global Management Limited||500,000,000||17.76%|
1 Includes shares held by Bluedale Corporate Limited, a company Mr Botros controls, and 46,236,391 held by J M Malone, Mr Botros’ wife.
2 Includes shares held by Management Express Limited, a company that Mr Rose controls, and 50,000,000 held by Mr Rose.
3 A company controlled by Philip Jackson.
|Director||Number of Ordinary Shares Held||Percentage of Share Capital Held|
1 Includes shares held by Bluedale Corporate Limited, a company Mr Botros controls, and 46,236,391 held by J M Malone, Mr Botros’ wife. Mr Botros is a director of a subsidiary of the Company.
2 Includes shares held by Management Express Limited, a company that Mr Rose controls, and 50,000,000 held by Mr Rose. Mr Rose is a director of a subsidiary of the Company.
3 Includes shares held by Moorhen Limited, a company Mr Jackson controls. Mr Jackson is a director of a subsidiary of the Company.
4 Director of Boxhill Technologies PLC
Total Not In Public Hands
The total percentage of shares not in public hands is 31.69% defined as being beneficial holdings of shares held by shareholders holding above 10% and the directors holdings.
Details of any restrictions on transfer
There are no restrictions on transfer of securities.
Details of Company Advisers
Nominated Advisors and other Advisors
Allenby Capital Limited
3 St Helen’s Place
t: +44 (0) 20 3328 5656
f: +44 (0) 20 3394 2970
KPMG LLP (UK)
15 Canada Square
This information is disclosed for the purposes of AIM Rule 26.Last updated: June 1, 2018 at 16:58 pm