Company information

OVERVIEW OF STRATEGY AND BUSINESS MODEL

Grafenia builds software-as-a-service (SaaS) systems for businesses. It licences and franchises the Nettl network of web design studios in the UK, America, Ireland, France, The Netherlands, Belgium, New Zealand and Australia.

We also manufacture signs, print and display at our Works Manchester production hub. We sell brochures and banners, websites and wooden signs and just about everything else a business might need to promote themselves. See our full product range here.

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 Barrell (Non-Executive Director), P R Gunning (Chief Executive), I Brown (Group Finance Director), G G Cockerill (Chief Operating Officer) 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) and C C Bona (Non-Executive Director). Audit Committee – comprises J-H Mohr (Chairman) and C C Bona  (Non-Executive Director).

COMPANY & COMPANY ADVISERS

INCORPORATION & OPERATION

  1. Grafenia plc incorporated in England & Wales Reg. No.3983312.
  2. Principle countries of operation are currently UK, Ireland, France and the Netherlands.
  3. 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 7th June 2021, totalled 114,490,828 (No shares are held in treasury).

Of these securities 58.70% are not held in public hands.

MAJOR INTEREST IN SHARES

At 7th June 2021, the following shareholders held interests in excess of 3% of ordinary share capital.

Percentage Holding of Issued Share CapitalNumber of Ordinary Shares of 1p each
Investmentaktiengesellschaft für langfristige Investoren TGV (“InvAG”) 29.20%33,434,909
Value Focus Beteiligungs GmbH26.40%30,224,866
S. Winterling*6.36%7,279,074
Scherzer & Co AG4.96%5,675,500
IPConcept (Luxembourg) S.A.4.92%5,634,919
Axxion SA4.35%4,985,000

*of which 5,759,094 ordinary shares are held by Isar Holding GmbH

DIRECTORS’ INTERESTS

At 7th June 2021, the Directors had the following beneficial interests in the Company’s shares:

Ordinary Shares of 1p
P R Gunning1,965,352
C C Bona1,170,007
R A Lightfoot152,156
G G Cockerill92,518
S G Barrell85,356
I S Brown84,208

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 7th June 2021.