Description of business
Intercede is a cybersecurity company specialising in digital identities, derived credentials and access control, enabling digital trust in a mobile world. Intercede’s MyID technology can be deployed to provide solutions for a wide variety of markets and applications.
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 1 March 2019.
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.
As a company listed on AIM, Intercede Group plc is not required to comply with the requirements of the Combined Code. The corporate governance framework which the Group operates, including board leadership and effectiveness, board remuneration and internal control is based upon practices which the board believes are proportionate to the size, risks, complexity and operations of the business at its current stage of development.
The Board has therefore decided to adopt the Quoted Companies Alliance (QCA) Corporate Governance Code for small and mid-size quoted companies (revised in April 2018 to meet the new requirements of AIM Rule 26). Further details of the current status of compliance are provided via this link.
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.
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.
Nominated adviser and nominated broker
FinnCap 60 New Broad Street, London, EC2M 1JJ
Barclays Bank PLC14 Park Row, Nottingham, NG1 6EX
Reporting accountants and auditors
Pricewaterhouse Coopers LLP Cornwall Court, 19 Cornwall Street, Birmingham B3 2DT
Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ
CMS Cameron McKenna Nabarro Olswang LLP Cannon Place, 78 Cannon Street, London, EC4N 6AF