Investors

AIM Rule 26

AIM Rule 26 is a regulatory rule that states that all AIM-listed companies must have a website publicly available that includes information about the business including its location. AIM Rule 26 also shows the number of AIM securities in issue, and a list of the significant shareholders in the stock. This page was last updated on 10 December 2024.

AIM Rule 26

Description of the Business

Directors, Committees and their roles

Audit Committee

The committee has primary responsibility for ensuring that the financial performance of the Group is properly measured and reported on, reviewing the interim financial information and annual financial statements before they are submitted to the Board. The committee also reviews, and reports on, reports from the Group’s auditors relating to the Group’s accounting controls. It makes recommendations to the Board on the appointment of auditors and the audit fee. The committee monitors the scope, results and cost-effectiveness of the audit. It has unrestricted access to the Group’s auditors. In certain circumstances it is permitted by the Board for the auditors to supply non-audit services (in the provision of tax advice, or on specific projects where they can add value). The committee monitors the application of this policy in order to safeguard auditor objectivity and independence.

The Remuneration and Nomination Committee

The Remuneration and Nomination Committee comprises Mark Parry-Billings and Martin Murphy. The committee is responsible for making recommendations to the Board on remuneration policy for executive directors and the terms of their service contracts, with the aim of ensuring that their remuneration, including any share options and other awards, is based on their own performance and that of the Group generally. The committee administers the Long-Term Incentive Plan and the staff share option scheme and approves grants under both schemes. It also advises on the remuneration policy for the Group’s employees. The committee is responsible for all senior appointments that are made within the Group.

Corporate Governance

The Board is accountable to the Company’s shareholders for good corporate governance and it is the objective of the Board to attain a high standard of corporate governance. The Board has adopted the Quoted Companies Alliance Corporate Governance Code (QCA Code) and the Corporate Governance Statement sets out how the Group complies with the 10 Principles of the QCA Code.

Country of Incorporation / Operation

its country of incorporation and main country of operation;

Synairgen plc is incorporated in England and its main country of operation is England.

where the AIM company is not incorporated in the UK, a statement that the rights of shareholders may be different from the rights of shareholders in a UK incorporated company;

N/A

Current Constitutional Documents

its current constitutional documents (e.g. its articles of association);

See Articles of Association

Securities in issue

details of any other exchanges or trading platforms on which the AIM company has applied or agreed to have any of its securities (including its AIM securities) admitted or traded;

N/A

the number of AIM securities in issue (noting any held as treasury shares) and, insofar as it is aware, the percentage of AIM securities that is not in public hands together with the identity and percentage holdings of its significant shareholders. This information should be updated at least every 6 months.

The Company’s issued share capital consists of 201,374,975 ordinary shares with a nominal value of 1p each, each share having equal voting rights.

The Company does not hold any ordinary shares in treasury and therefore the total number of ordinary shares with voting rights is 201,374,975.

Shareholders with interests of over 3% (Significant Shareholders), as advised to the Company, are listed below.

Name of shareholder	Number of ordinary shares	% of share capital
TFG Asset Management UK LLP (formerly Polygon Global Partners LLP)	958,000,000	86.9%

In so far as the Company is aware, the percentage of the Company’s issued share capital that is not in public hands is 30.7%, which comprises the holding of TFG Asset Management UK LLP (formerly Polygon Global Partners LLP) and the directors’ beneficial holdings.

details of any restrictions on the transfer of its AIM securities;

N/A

UK City Code on Takeovers and Mergers

The Company is subject to the provisions of the UK City Code on Takeovers and Mergers.

Corporate Governance

Financial Reports

its most recent annual report published pursuant to rule 19 and all half-yearly, quarterly or similar reports published since the last annual report pursuant to rule 18;

For copies of the annual and interim reports please see Financials section.

Company announcements

all notifications the AIM company has made in the past 12 months;

See News section

Admission Document and Circulars

its most recent admission document together with any circulars or similar publications sent to shareholders within the past 12 months;

IPO prospectus

Circular to shareholders dated 27 May 2009

Circular to shareholders dated 27 May 2011

Notice of 2012 AGM sent to shareholders 30 May 2012

Notice of 2013 AGM sent to shareholders 8 May 2013

Notice of 2014 AGM sent to shareholders 15 May 2014

Notice of 2015 AGM sent to shareholders 15 May 2015

Notice of 2016 AGM sent to shareholders 16 May 2016

Notice of 2017 AGM sent to shareholders 2 June 2017

Notice of the 2018 AGM was sent to shareholders on 17 May 2018. The Notice was included on page 49 of the 2017 annual report and accounts and a link to this document is provided here.

Circular to shareholders dated 26 September 2018

Notice of 2019 AGM sent to shareholders 17 April 2019

2019 AGM proxy vote summary

Circular to shareholders dated 27 March 2020

14th April 2020 General Meeting proxy vote summary

Notice of 2020 AGM sent to shareholders 3 June 2020

2020 AGM proxy vote summary

Circular to shareholders dated 15 October 2020

Open Offer Application Form

2nd November 2020 General Meeting proxy vote summary

Notice of 2021 AGM sent to shareholders 25 May 2021

2021 AGM proxy vote summary