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AIM Rule 26

Advisers and Registrars

Nominated Adviser and Joint Broker

Cenkos Securities PLC
6,7,8 Tokenhouse Yard
London
EC2R 7AS
+44 (0) 20 7397 8900

Joint Broker

Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London
EC4M 7LT
+44 (0) 20 7260 1000

Joint Broker

Macquarie Capital (Europe) Limited
Ropemaker Place
28 Ropemaker Street
London
EC2Y 9HD
+44 (0) 20 3037 2000

Public Relations

Tulchan Communications
85 Fleet Street
London
EC4Y 1AE
+44 (0) 20 7353 4200

Corporate Finance Advisers

Marwyn Capital LLP
11 Buckingham Street
London
WC2N 6DF
+44 (0) 20 7004 2700

Reporting Accountants and Auditors

PricewaterhouseCoopers LLP
1 Embankment Place
London
WC2N 6RH
+44 (0) 20 7583 5000

Solicitors to the Company (as to English and US law)

Covington & Burling LLP
265 Strand
London
WC2R 1BH
+44 (0) 20 7067 2000

Solicitors to the Company (as to Jersey law)

Ogier
44 Esplanade
St Helier
Jersey
JE4 9WG
+44 (0) 1534 514000

Registrar

Link Market Services (Jersey) Limited
12 Castle Street
St Helier
Jersey
JE2 3RT
+44 (0) 20 8639 3399

Registrar - Shareholder Enquiries

If you are a shareholder and need any help, please contact us using the details below

0871 664 0300 (Calls cost 12p per minute plus network extras)
From outside the UK: +44 (0) 37 1664 0300

Lines are open Monday - Friday, 9:00am - 5:30pm GMT, excluding public holidays in England and Wales.

Company Secretary and Administrator

Axio Capital Solutions Limited
One Waverley Place
Union Street
St. Helier
Jersey
JE1 1AX
+44 (0) 1534 761 240

Board of Directors

As of today, the Board of Directors comprises:

  • Rodrigo Mascarenhas
  • Avril Palmer-Baunack
  • James Corsellis
  • Mark Brangstrup Watts

Full biographies of the Board of Directors are available under About Us.

Corporate Governance

The Directors recognise the importance of, and take responsibility for, sound corporate governance commensurate with the size of the Company and the interests of the Shareholders. So far as is practicable, the Directors intend to comply with the Quoted Companies Alliance (QCA) guidelines for small and mid-sized quoted companies to the extent appropriate to the size and nature of the Company, upon completion of the Platform Acquisition by the Company. The Company intends to appoint an independent non-executive director to the Board shortly following Admission, and a finance director to the Board at or around the time of the Platform Acquisition.

At present, the Company does not consider it necessary to establish an audit and risk committee given the nature of its board structure and operations. The Board will undertake all functions that would normally be delegated to the audit and risk committee, including reviewing annual results, receiving reports from its auditors, agreeing the auditors’ remuneration and assessing the effectiveness of the audit and internal control environment. Where necessary the Board will obtain specialist external advice from either its auditors or other advisers. The Board will establish an audit and risk committee upon completion of the Platform Acquisition by the Company, that will be chaired by an independent director.

The Company does not intend to establish a nomination and remuneration committee until the completion of the Platform Acquisition as this committee is not currently appropriate given the nature of the Company’s board structure and operations. Accordingly, the Board will review the remuneration of the Directors annually and agree reasonable and market-standard (as regards level) fees, based upon market information sourced from appropriate external consultants. Consideration will be given by the Board to future succession plans for members of the Board, as well as consideration as to whether the Board has the skills required to manage the Company effectively. The Board intends to establish a nomination and remuneration committee upon completion of the Platform Acquisition by the Company.

Country of Incorporation and Main Country of Operation

The Company was incorporated in Jersey on 10 May 2017 under the Companies Law (Jersey) 1991, as amended, with registered number 123821, and is registered as a UK establishment under registration number BR019465.

As Safe Harbour Holdings plc is incorporated in Jersey, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

Safe Harbour's main country of operations is the UK.

Investing Policy

The Company will look to achieve its investment objective by taking an active approach to investments made within the following parameters:

  • Geographic focus: The Company may invest internationally, however its principal focus will be on the UK, Europe and North America.
  • Sector focus: The Company intends to focus on acquiring B2B distribution and business services assets in sectors which exhibit a variety of attractive traits. The Directors consider that opportunities exist to create value for shareholders through a properly executed, acquisition-led strategy in these industries.
  • Target companies: Safe Harbour will target companies with a well-established presence in their specific sectors and which fit into the stated sector and asset criteria and guidelines.
  • Types of investment and control of investments: It is anticipated that the Company will acquire controlling stakes in one or more businesses or companies (quoted or private) together being a single target business on a long term basis. The investments made by the Company could take a variety of legal forms. For example, it may acquire complete control or a majority stake of a business, or form a joint venture partnership.
  • Investment size: The Directors intend that initial funds raised will be used for the purposes of demonstrating credible funding support to potential target vendors, as well as to fund working capital and to undertake due diligence on potential target acquisitions. It is envisaged that the Company’s first acquisition of a controlling stake in a business will be with an enterprise value in the region of £250 million to £1.5 billion.
  • Nature of returns: It is anticipated that returns to shareholders will be delivered primarily through an appreciation in the Company’s share price.

The Company will need to raise additional funds for the Platform Acquisition in the form of equity and/or debt. Depending on the constitution of Safe Harbour’s shareholder register, it is possible that equity fundraising for these purposes will, subject to the necessary shareholder approval, be carried out on a non-pre-emptive basis to allow for the diversification of the Company’s shareholder register and to obtain sufficient equity funding.

The Directors do not currently intend to propose any material changes to the Company’s Investment Policy, save in the case of exceptional or unforeseen circumstances. Any material change to the Investment Policy will be made only with the approval of shareholders.

In accordance with the AIM Rules for Companies, if the Company fails to make an acquisition or has not substantially implemented its Investment Policy within 18 months of Admission, the Company will seek shareholder approval for its Investment Policy at each subsequent annual general meeting until such time as there has been an acquisition or the Investment Policy has been substantially implemented. The Directors will, at any subsequent annual general meeting, consider whether to wind up the Company and return funds (after payment of the expenses and liabilities of the Company) to shareholders.

Number of AIM Securities in Issue

As at 1 March 2018, the Company had 27,250,001 ordinary shares of no par value in issue.

Significant Shareholders

Name Number of Ordinary Shares % shareholding
Marwyn Asset Management Limited 8,333,336 30.6
Invesco Asset Management Limited 7,083,333 26.0
Woodford Invesment Management Limited 7,041,666 25.8
Marathon Asset Management LLP 2,666,666 9.8
Consulta Limited 1,250,000 4.6
MSD Partners Europe LLP 833,333 3.1

Details of Restrictions on Transfer of AIM Securities

There are no restrictions on the transfer of the Company’s AIM securities.

UK City Code

Safe Harbour Holdings plc is subject to the UK City Code on Takeovers and Mergers.

Regulatory News

Regulatory news service announcements made by the Company are available under Regulatory News.

Details of Other Exchanges or Trading Platforms

Safe Harbour does not either trade nor has applied or agreed to have its securities admitted or traded to any exchanges or trading platforms other than AIM.