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

Intercede is incorporated in the United Kingdom and its main country of operation is the United Kingdom. The information on this page is disclosed in accordance with Rule 26 of the AIM Rules and was last updated on 21 May 2018.

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. There are no restrictions on the transfer of securities.

Corporate Governance

As a company listed on AIM, Intercede Group plc is not required to comply with the requirements of the Combined Code. The Company does endeavour to comply with the NAPF Corporate Governance Guidelines for smaller companies and 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, one of whom is considered to be independent. All of the directors have extensive business experience and submit themselves for re-election at least every three years.

An announcement was made on 29 March 2018 that Richard Parris, Intercede’s founder, is ceasing his roles as Chairman and Chief Executive of the Company and will become a Non-Executive Director with immediate effect. Chuck Pol, the previous Senior Independent Director, was appointed as Non-Executive Chairman on 28 March 2018, and Klaas van der Leest was appointed as Chief Executive on 10 April 2018.

Directors' responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (UK Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group and the Company for that period. In preparing the financial statements, the Directors are required to:

  • Select suitable accounting policies and then apply them consistently;
  • State whether applicable IFRSs as adopted by the European Union have been followed for the Group financial statements and UK Accounting Standards, comprising FRS 101, have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements;
  • Make judgements and accounting estimates that are reasonable and prudent; and
  • Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation.

The Directors are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and the Company’s performance, business model and strategy. 

Each of the Directors, whose names and functions are listed in the Directors' Report confirm that, to the best of their knowledge:

  • The Company financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (UK Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law), give a true and fair view of the assets, liabilities, financial position and loss of the Company;
  • The Group financial statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and loss of the Group; and
  • The Directors' Report includes a fair review of the development and performance of the business and the position of the Group and the Company, together with a description of the principal risks and uncertainties that it faces.

 

Committees of the Board

The Board has established three committees; the Audit Committee, the Remuneration Committee and the Nominations Committee.

The structure of the Board Committees from 10 April 2018 onwards is as follows;

Audit Committee – Royston Hoggarth is 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 given his prior experience as Chairman of the Axon Group plc Audit Committee.  Chuck Pol is also a member of the Audit Committee. 

Remuneration Committee – Chuck Pol is the Chairman of the Remuneration Committee which also comprises Royston Hoggarth. 

Nominations Committee – Chuck Pol is the Chairman of the Nominations Committee, which also comprises Royston Hoggarth, Jaques Tredoux, Klaas van der Leest  and Andrew Walker. 

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 21 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 have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. This expectation is on the basis that the Group has significant cash balances as at the date of these accounts and these balances, together with receipts from confirmed and highly likely renewals and repeat orders, are anticipated to cover substantially all of the Group’s operating costs for the next 12 months. 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 Organisation 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.

Investor information

Directors

Chuck Pol
Klaas van der Leest
Andrew Walker
Royston Hoggarth
Richard Parris
Jacques Tredoux

Advisors

Nominated adviser and nominated broker

FinnCap
60 New Broad Street,
London, EC2M 1JJ

Bankers

Barclays Bank
PLC14 Park Row,
Nottingham, NG1 6EX

Reporting accountants and auditors

Pricewaterhouse Coopers LLP
Cornwall Court,
19 Cornwall Street,
Birmingham B3 2DT

Registrars

Computershare Investor Services PLC
The Pavilions,
Bridgwater Road, Bristol, BS99 6ZZ

Solicitors

CMS Cameron McKenna Nabarro Olswang LLP
Cannon Place,
78 Cannon Street,
London, EC4N 6AF

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