AIM rule 26
The following information is provided in accordance with rule 26 of the AIM Rules for Companies. This page was updated on 4 February 2019 unless otherwise stated.
Circassia Pharmaceuticals plc is incorporated in England and Wales under company number 05822706 and its registered office is The Magdalen Centre, 1 Robert Robinson Avenue, Oxford Science Park, Oxford OX4 4GA, UK. Its global corporate headquarters are located at Northbrook House, Robert Robinson Avenue, Oxford Science Park, Oxford OX4 4GA, UK and it has commercial operations in the United States, United Kingdom, Germany and China. The Company is governed by its Articles of Association, which detail rights attached to shares. The Company is subject to the UK City Code on Takeovers and Mergers.
Please click here for a description of the business, and here for details of the Company’s Board. The Company’s financial reports are available here, regulatory news here and transaction related documents, including shareholder documents, here.
Joint Broker and Nominated Adviser
Peel Hunt LLP
120 London Wall
London EC2Y 5ET
Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London EC4M 7LT
English and U.S. Legal Advisers
Allen & Overy LLP
One Bishops Square
London E1 6AD
1 Embankment Place
London WC2N 6RH
West Sussex BN99 6DA
Company AIM securities
As announced on 4 February 2019, the Company’s ordinary shares are admitted to trading on AIM. The Company has not applied or agreed to have any of its securities admitted or traded on any other exchange or trading platform. There are no restrictions on the transfer or sale of the Company’s shares.
As outlined in the Schedule One Update announcement of 25 January 2019, the Company’s issued share capital consisted of 369,587,405 ordinary shares of 0.08p, each with equal voting rights with no shares held in treasury. As per the Schedule One, insofar as the Company is aware, 67.7% of its securities were not in public hands on admission to AIM on 4 February 2019.
|Significant shareholder as per Schedule One|
% of Company’s
|Invesco Asset Management||23.3|
|Woodford Investment Management||23.0|
|Imperial Innovations Businesses LLP||7.2|
|Neptune Investment Management||5.9|
|AIT Therapeutics, Inc||3.3|
As Chairman of the Board of Directors, I believe that high standards of corporate governance are fundamental to our business and are implemented and supported through appropriate internal policies and procedures. The responsibility for ensuring this framework is effective lies with the Board. The Board of Directors maintains robust standards of corporate governance and has a number of formally Retained Matters reserved for the Board.
We believe that good corporate governance improves long-term success and performance, whilst simultaneously managing risks and provides an underlying framework of commitment and transparent communications with stakeholders. Consequently, the Company has adopted the Quoted Companies Alliance Corporate Governance Code which is appropriate for the Company’s size and structure. The Board issued a statement of compliance with the Code on 4 February 2019.
Dr Francesco Granata
Audit and Risk Committee
The Audit Committee is made up of independent Non-Executive Directors Jo Le Couilliard (Chair) and Sharon Curran. Click here for the Committee’s Terms of Reference.
The Audit and Risk Committee meets at least three times a year at the appropriate times in the reporting and audit cycle. The Committee has responsibility for, amongst other things, the monitoring of the financial integrity of the financial statements of the Group, the involvement of the Group’s Auditors in that process, reviewing the effectiveness of the Group’s internal control systems and risk management systems and overseeing the process for managing risks across the Group, including reviewing the Group’s corporate risk profile. It focuses in particular on compliance with legal requirements, accounting standards and AIM rules for Companies and ensuring that an effective system of internal financial control is maintained. The ultimate responsibility for reviewing and approving the Annual report and accounts and the half-yearly reports, remains with the Board.
The Remuneration Committee is made up of independent Non-Executive Directors Sharon Curran (Chair) and Jo Le Couilliard. Click here for the Committee’s Terms of Reference.
The Remuneration Committee, which meets at least two times a year, has responsibility for the determination of specific remuneration packages for each of the Executive Directors and any applicable senior executives of the Group, including pension rights and any compensation payments and recommending and monitoring the level and structure of remuneration for senior management, and the implementation of share option, or other performance related, schemes.
The Nomination Committee comprises independent Non-Executive Director Jo Le Couilliard and Chairman of the Company Dr Francesco Granata (Chair). Click here for the Committee’s Terms of Reference.
The Nomination Committee meets at least twice a year at appropriate times in the reporting cycle. The Nomination Committee is responsible for considering and making recommendations to the Board in respect of appointments to the Board. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary. The Nomination Committee also considers succession planning, taking into account the skills and expertise that will be needed on the Board in the future.