AIM Rule 26
The following information is being disclosed for the purposes of Rule 26 of the AIM Rules for Companies.
Information updated 18/03/08
Description of business
Oxonica is one of the leading international nanomaterials groups with products already launched into international markets. The Group’s mission is to develop innovative commercial solutions for international markets using their expertise in the design and application of nanomaterials.
Oxonica’s business model is to focus on its strength in identifying market opportunities, securing intellectual property and introducing new technology to market
The company has four operating divisions: Oxonica Energy, Oxonica Healthcare, Oxonica Materials and Oxonica Security.
Country of Incorporation and Main Country of Operation
Country of incorporation and main country of operation is England.
Registered number 5363273.
Directors and Committees
The Board of DirectorsThe Company is controlled by the Board of Directors, which currently consists of three executive and five non-executive directors.
The Board meets regularly and has a formal schedule of matters referred to it for decision; these include formulating the Group’s corporate strategy, monitoring financial performance, approval of major items of capital expenditure, share capital issues, governance issues, treasury and risk management policies and executive appointments. Prior to each meeting the Board is provided with appropriate strategic and financial information, including management accounts together with monthly reports to enable it to monitor the performance of the Group. Annual budgets are approved by the full Board. Operational control is delegated by the Board to the executive directors. Non-executive directors are able to contact the executive directors at any time for further information.
All the directors have direct access to the advice and the services of the Company Secretary and can take independent advice, if necessary, at the Company’s expense.
Executive Directors
Kevin Matthews Age 43MA, DPhil, CChem, CSi, MRSC, MACS
Chief Executive Officer, Oxonica PLC
Kevin has a PhD in chemistry from the University of Oxford and a DPhil in organic chemistry from the University of Bristol.
He held senior technical, operational and business development positions at Rhodia Consumer Specialities, Albright and Wilson UK and ICI Chemicals & Polymers, before becoming CEO of Oxonica in April 2001.
In February 2005, Kevin was also appointed as a non-executive director of Elementis.
BSc, FCA, MBA
Chief Financial Officer, Oxonica PLC
A chartered accountant, Richard has held a number of senior financial positions in the aerospace, electronics, optics and semiconductor industries. This has included acting as finance director for an international group of electro-optics companies listed on the Singapore Stock Exchange, and as CFO of a London-listed semiconductor materials company.
Non-Executive Directors
Richard Farleigh Age 47B Comm (honours 1)
Non-Executive Director
Richard studied economics and mathematics, before working at the Australian Central Bank and then becoming an investment banker and hedge fund manager. In 1994 Richard branched out on his own as a private backer of emerging businesses. He has since backed over 50 young, mostly UK-based technology companies, including Amino Technologies, ARC International, Celoxica, ClearSpeed Technology, Cmed Group, Radiation Watch, Wolfson Microelectronics, Green Chemicals – and Oxonica. Richard is author of the investment book, Taming the Lion, and has appeared in the BBC series Dragon’s Den. He joined Oxonica in July 2007.
Martin Hagen Age 55FCA
Non-Executive Director
A chartered accountant, Martin is Vice President of the Institute of Chartered Accountants in England and Wales and a member of three ICAEW committees. He is also a committee member at the Financial Services Authority.
Martin was formerly Office Senior Partner of Deloitte’s Bristol office and Partner in Charge of the West of England audit practice.
At Oxonica Martin is Senior Independent Non-Executive Director, chairs its audit and nominations committees and is a member of its remuneration committee.
PhD
Non-Executive Director
Gordon worked for Syntex, now a division of Hoffman-La Roche, and Glaxo Wellcome, where he was CEO of the Affymax Research Institute. He subsequently co-founded Maxygen Corporation and Alexza Pharmaceuticals. He continues to act as a director of these companies and is also Managing Partner of private investment firm Technogen Associates.
In addition, Gordon serves on several non-profit boards including the Damon Runyon Cancer Research Foundation and the University of California President’s Advisory Board on Science and Technology.
He is a member of Oxonica’s audit and remuneration committees.
Non-Executive Director
After periods in the chemical and papermaking industries, Ed was appointed Director of Plastics at BASF UK and supervised the growth of the division, which included the integration of ICI’s UK polypropylene business. He has held many board appointments and has wide experience of starting, growing, acquiring, rationalising and merging businesses.
Ed is Chairman of the Polymer Industry Education and Training Trust and a director of Alderley.
At Oxonica he is a member of the audit, nominations and remuneration committees.
Board Committees
The Board has delegated specific responsibilities to the following committees:
Audit CommitteeThe Audit Committee consists of four non-executive directors, under the chairmanship of Martin Hagen. The Committee meets at least twice a year and more frequently if required. The Committee is responsible for ensuring that the financial performance of the Group is properly monitored and reported on, for assessing the suitability of its accounting policies and financial reporting systems and for reviewing the nature and scope of the audit. The Committee also meets with the auditors to review reports from them relating to the accounts and internal control systems. Although there is currently no internal audit function, the Audit Committee regularly reviews the need to implement one. The Chief Financial Officer and the external auditors attend, as necessary. However, the Committee also holds separate meetings with the external auditors, as appropriate.
Remuneration CommitteeThe Remuneration Committee consists of four non-executive directors, under the chairmanship of Charles Eld and meets periodically as required. The Committee reviews the performance of the executive directors, sets the scale and structure of their remuneration and reviews the basis for their service agreements with due regard to the interests of shareholders. Specifically, the Remuneration Committee reviews and approves the executive directors’ six-monthly performance targets and bonus payments. The Committee also reviews and approves the remuneration policy for senior employees.
Nominations CommitteeShortly after the year-end, the Board established a separate Nominations Committee. The Nominations Committee comprises the Chairman, Chief Executive Officer and two independent non-executive directors and is chaired by Martin Hagen. The role of the Nominations Committee is to advise and make recommendations to the Board with regard to the size, structure and composition of the Board, the appointment of new directors and the reappointment of existing directors. Prior to the establishment of a separate Nominations Committee, the responsibility for nominations rested with the Remuneration Committee.
The Committees all have written terms of reference which clearly specify their authority and duties and those terms of reference are available upon written request to the Company.
Constitutional documents
Memorandum and Articles of association
Number of Securities in Issue
As of 31st December 2007, Oxonica plc share capital was 65,471,567 ordinary shares of 1p each.
So far as is known to the Company, the only persons who, directly or indirectly, were interested in three per cent, or more of the Company’s share capital as at 31st December 2007 were as follows:
| Shareholder | Number of shares | Percentage of issued share capital |
|---|---|---|
| R Farleigh | 7,028,519 | 10.74% |
| RBC Trustees (CI) Ltd (As Trustees of the Kyabram Trust)* | 6,190,476 | 9.46% |
| BASF Venture Capital | 5,865,711 | 8.96% |
| Foresight Technology VCT | 5,683,108 | 8.68% |
| The Income and Growth VCT Plc | 5,115,947 | 7.81% |
| Alavita, Inc | 4,254,326 | 6.50% |
| Share Nominees Ltd | 2,991,146 | 4.57% |
| Mr Robert Pittorino | 2,380,952 | 3.64% |
| Foresight VCT plc | 2,051,252 | 3.13% |
| Stagecoach Bus Holdings Limited | 2,035,485 | 3.11% |
Information updated 18/03/08
* Related parties
The percentage of the Company's issued share capital that is not in public hands is 65.54%.
Details of any other exchanges or trading platforms
Oxonica is not listed on any other exchanges or platforms.
Financial Information
Link to reports and accountsDetails of Any Restrictions on the Transfer of Securities
There are no restrictions on the transfer of securities.
Notifications
Link to financial releasesAdmission Document and Circulars
Link to placing documentLink to admission document
Advisers
DirectorsDr K R K Matthews (Chief Executive Officer)
R J G Clarke (Chief Financial Officer)
Richard Farleigh (Non-Executive Director)
M J Hagen (Non-Executive Director)
G Ringold (Non-Executive Director)
Ed Weeks (Non-Executive Director)
R J G Clarke
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