Company information
OVERVIEW OF STRATEGY AND BUSINESS MODEL
Grafenia is a serial acquirer of great vertical market software businesses. We help founders find the right exit strategy, without fuss. Continuing operations in an independent, decentralised way. Providing a permanent home for their teams, management talent and culture.
The group has made several acquisitions and is currently seeking software businesses to add to the group. Read more about our Acquisition Strategy.
More detailed strategic updates can be found in our most recent reports.
PRINCIPLES OF CORPORATE GOVERNANCE
The Company’s Board of Directors appreciates the value of good corporate governance not only in the areas of accountability and risk management but also as a positive contribution to business prosperity. It believes that corporate governance involves more than a simple ‘box ticking’ approach to establish whether a company has met the requirements of a number of specific rules and regulations. The key objective is to enhance and protect shareholder value. Details of the Company’s Corporate governance arrangements can be found here.
BOARD STRUCTURE
The Board comprises Chairman J-H Mohr (Non-Executive Director), C C Bona (Non-Executive Director), S G Barrell (Non-Executive Director), M S Riechert (Non-Executive Director), G G Cockerill (Chief Executive Officer), I S Brown (Group Finance Director) and R A Lightfoot (Director and Company Secretary). Director biographies are set out here.
BOARD COMMITTEES
The following Committees, which have written terms of reference, deal with specific aspects of the Group’s affairs:
Remuneration Committee – comprises J-H Mohr (Chairman), C C Bona (Non-Executive Director) and S G Barrell (Non-Executive Director). M S Riechert (Non-Executive Director), Audit Committee – comprises J-H Mohr (Chairman), C C Bona (Non-Executive Director) and S G Barrell (Non-Executive Director), M S Riechert (Non-Executive Director).
COMPANY & COMPANY ADVISERS
INCORPORATION & OPERATION
- Grafenia plc incorporated in England & Wales Reg. No.3983312.
- Principle countries of operation are currently UK, Ireland and the Netherlands.
- Company Number: 03983312 (England and Wales)
Registered Office
Third Avenue
The Village
Trafford Park
MANCHESTER
M17 1FG
Company Secretary
Richard A. Lightfoot, BSc (Hons)
richard.lightfoot@grafenia.com
NOMINATED ADVISERS AND OTHER KEY ADVISERS TO THE COMPANY
FINANCIAL ADVISER, NOMINATED ADVISER & BROKER
Allenby Capital Limited
5 St Helen’s Place
London
EC3A 6AB
SOLICITORS
Gateley LLP
Ship Canal House
98 King Street
M2 4WU
AUDITORS
RSM UK Audit LLP
3 Hardman Street
MANCHESTER
M3 3HF
REGISTRARS AND RECEIVING AGENTS
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
BANKERS TO THE GROUP
Yorkshire Bank (a division of Clydesdale Bank plc)
48-50 Market Street
Manchester
M1 1PW
CONSITUTIONAL DOCUMENTS OF THE COMPANY
Memorandum of Association
Articles of Association
TRADING PLATFORMS
- The Company’s equity securities are only traded on AIM.
- The Company’s bond securities are traded on the Frankfurt Stock Exchange.
- Grafenia is subject to the UK City Code on Takeovers and Mergers.
- There are no restrictions on the transfer of the Company’s AIM Securities.
AIM SECURITIES
AIM Securities in issue as at 10th July 2023, totalled 114,490,828 (No shares are held in treasury).
Of these securities 56.99% are not held in public hands.
MAJOR INTEREST IN SHARES
At 10th July 2023, the following shareholders held interests in excess of 3% of ordinary share capital.
| Percentage Holding of Issued Share Capital | Number of Ordinary Shares of 1p each | |
|---|---|---|
| Investmentaktiengesellschaft für langfristige Investoren TGV (“InvAG”) | 29.20% | 33,434,909 |
| Value Focus Beteiligungs GmbH | 26.40% | 30,224,866 |
| S. Winterling* | 6.36% | 7,279,074 |
| Frankfurter Investmentgesellschaft mit variablem Kapital (Société d’Investissement à Capital Variable, SICAV) | 5.07% | 5,805,000 |
| Scherzer & Co AG | 4.96% | 5,675,500 |
| Axxion SA | 4.29% | 5,634,919 |
*of which 5,759,094 ordinary shares are held by Isar Holding GmbH
DIRECTORS’ INTERESTS
At 10th July 2023, the Directors had the following beneficial interests in the Company’s shares:
| Ordinary Shares of 1p | |
|---|---|
| C C Bona | 1,168,841 |
| R A Lightfoot | 152,156 |
| G G Cockerill | 92,518 |
| S G Barrell | 85,356 |
| I S Brown | 84,208 |
SHAREHOLDER QUERIES
Shareholders may contact Link Group through their help line service on 0871 664 0391 lines are open 8.30am-5.30pm Monday to Friday. Please note calls cost 12p a minute plus network extras.
AIM Rule 26 The information disclosed on the Company’s website under Investor Relations satisfies the requirements of AIM Rule 26 and was last updated on 10th July 2023.