Investors

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AIM Rule 26

Intercede is quoted on the AIM section of the London Stock Exchange and is subject to the UK City Code on Takeovers and Mergers. The information on this page is disclosed in accordance with Rule 26 of the AIM Rules and was last updated on 19 November 2014.

Advisers

Nominated adviser and nominated broker

FinnCap, 60 New Broad Street, London, EC2M 1JJ

Corporate finance adviser

Tredoux Capital Ltd, 2A Abercorn Place, London, NW8 9XR

Reporting accountants and auditors

PricewaterhouseCoopers LLP, Cornwall Court, 19 Cornwall Street, Birmingham B3 2DT

Solicitors

Olswang LLP, 90 High Holborn, London, WC1V 6XX

Bankers

Barclays Bank PLC, 14 Park Row, Nottingham, NG1 6EX

Registrars

Computershare Services PLC, PO Box 82, The Pavilions, Bridgwater Road, Bristol, BS99 7NH

Annual and Interim Reports

Year Ended 31 March 2015

View Intercede’s 2014 Interim Report.

Year Ended 31 March 2014

Read the full version of Intercede’s 2014 Annual Report.

View Intercede’s 2013 Interim Report.

Year Ended 31 March 2013

Read the full version of Intercede’s 2013 Annual Report.

View Intercede’s 2012 Interim Report.

Year Ended 31 March 2012

Read the full version of Intercede’s 2012 Annual Report.

View Intercede’s 2011 Interim Report.

Description of the business

Find out more about Intercede.

Directors

See who Intercede’s Directors are and their responsibilities.

Corporate Governance

As a company listed on AIM, Intercede Group plc is not required to comply with the requirements of the Combined Code. A number of voluntary disclosures have been made that are not subject to audit.

Board of Directors

The Company is controlled through the Board of Directors which currently comprises two executive and four non-executive directors; two of whom are considered to be independent. All of the directors have extensive business experience.

The Company has historically combined the posts of Chairman and Chief Executive in one person, namely Richard Parris. The Board believes that to separate the roles would be detrimental at this stage of the Group’s development. All directors, in accordance with the Combined Code, submit themselves for re-election at least every three years.

Committees of the board

The Board has established three committees; the Audit Committee, the Remuneration Committee and the Nominations Committee. Prior to the retirement of Jurek Sikorski on 21 May 2014, membership of both the Audit Committee and the Remuneration Committee was exclusively non-executive while membership of the Nominations Committee comprised the Chairman and the non-executive directors.

The structure of the Board Committees from 21 May 2014 onwards is as follows:
Audit Committee – Royston Hoggarth has been appointed as the Chairman of the Audit Committee given his ‘recent and relevant’ financial experience in a variety of Chairman, Chief Executive and non-executive director roles and his prior experience as Chairman of the Axon Group plc Audit Committee. Ian Drew and Ben Drury, both of whom are considered to be independent, are also members of the Audit Committee.
Remuneration Committee – Ian Drew has been appointed as the Chairman of the Remuneration Committee which also comprises Royston Hoggarth and Ben Drury, thereby providing a majority of independent directors.
Nominations Committee – The Nominations Committee consists of Richard Parris (Chairman) and Ian Drew (independent non-executive director).

Relations with shareholders

The Company gives high priority to communications with current and potential future shareholders by means of an active investor relations programme. The principal communication with private investors is through the website (www.intercede.com) and the provision of Annual and Interim Reports. All shareholders will receive at least twenty one clear days’ notice of the Annual General Meeting at which the Directors will be present and available for questions.

Going concern

The Directors, after having made appropriate enquiries including a review of the Group’s financial forecasts for 2014/15 and 2015/16, have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements.

Internal control

The Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by Group which complies with the guidance “Internal Control: Guidance for Directors on the Combined Code (The Turnbull Report)”.

The key features of the Group’s internal control systems are as follows:

Group organization and culture

The Board meets regularly, and is responsible for the overall Group strategy, acquisition and divestment policy, approval of major capital expenditure projects and consideration of significant financing matters. It monitors the key business risks and reviews the strategic direction of the Group, its codes of conduct, forward projections and progress towards their achievement. Senior management concentrates on the formulation of strategic proposals to the Board and operational decision making.

Delegation of authority

The Board reserves to itself a range of key decisions to ensure it retains proper direction and control of the Group, whilst delegating authority to individual directors who are responsible for the day to day management of the business.

Financial reporting

There is a comprehensive planning system, including regular periodic forecasts which are presented to and approved by the Board. The performance of the Group is reported monthly and compared to the latest forecast and the prior period.

Current constitutional documents

The Company’s Memorandum and Articles of Association can be found below along with the Certificate of Incorporation on Change of Name to Intercede Group plc.

Memorandum

Articles of Association

Certificate of Incorporation on Change of Name to Intercede Group plc.

Country of incorporation and main country of operation

Intercede is incorporated in the UK (Registration Number 4101977), which is also its main country of operation.

Share price

Find out the latest share price information from the London Stock Exchange.

Details of any other exchanges or trading platforms

The Company is not listed on any other exchanges or trading platforms.

Number of securities in issue

For details of the number of securities in issue, the number of securities held as treasury shares and, in so far as the Company is aware, the percentage of securities that is not in public hands together with the identity and percentage holdings of significant shareholders, see the major shareholders page.

Details of any restrictions on the transfer of securities

There are no restrictions on the transfer of securities.

Company announcements

See all news and notifications made by the Company.

Privacy policy

View the Intercede privacy policy.

Investors news

December 19, 2014

Exercise of options

The Company announces that it has received an exercise notice from an employee to exercise options over 15,000 ordinary shares of 1p each (“Ordinary Shares”) at an exercise price of 1 pence per Ordinary Share. Accordingly, the Company has transferred 15,000 Ordinary Shares out of treasury to satisfy this exercise (the “Transfer”). The Company advisesRead More

December 19, 2014

Transaction in own shares

The Company announces that, in accordance with the terms of its general authority to make market purchases of its own shares granted to it by shareholders of the Company on 17 September 2014 and following the announcement by the Company on 6 November 2014, the Company on 18 December 2014 acquired 5,000 ordinary shares ofRead More

December 18, 2014

Transaction in own shares

The Company announces that, in accordance with the terms of its general authority to make market purchases of its own shares granted to it by shareholders of the Company on 17 September 2014 and following the announcement by the Company on 6 November 2014, the Company on 17 December 2014 acquired 5,000 ordinary shares ofRead More