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Aim Rule 26


The following information is disclosed in accordance with Rule 26 of the AIM Rules (Last updated: 14/08/2019)

1. Description of the Business

The Company’s strategy is to create value for Shareholders through investing in companies that have the potential to generate substantial revenues through the development of alternative food technologies.

For more information visit the Investing Policy or view our Investment Case. 

2. Directors & Biographical Details

Please follow the link below for the names of the directors and their brief biographical details.

3. Directors’ Responsibilities

Please follow the link below for a description of Directors’ responsibilities.

4. Board Committees

Please follow the links below for information on the Audit, Risk and Compliance Committee, Remuneration Committee and Nomination Committee.

Audit, Risk and Compliance Committee Terms of Reference

Remuneration Committee Terms of Reference

Nomination Committee Terms of Reference

5. Corporate Governance

Please follow the link below for information on Governance, Committees and CSR.

6. Country of Incorporation and Main Country of Operation

Agronomics Limited is incorporated in the Isle of Man (Company number 006874V), which is also its country of operation.

7. Articles of Association

Please follow the link below for the Articles of Association (4 May 2011).

8. Shareholders’ Rights

As Agronomics Limited is incorporated in the Isle of Man, shareholders’ rights may be different from the rights of shareholders in another jurisdiction.

9. Number of Securities in Issue

The Company’s issued share capital consists of 113,795,558 fully paid Ordinary Shares of £0.000001 each (‘Ordinary Shares’), 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 113,795,558. (Last updated: 14th August 2019)

NAMENUMBER OF ORDINARY SHARESPERCENTAGE OF SHARE CAPITAL
GALLOWAY LIMITED* (1)27,455,31324.13%
BARRIJAG PTY LTD AS TRUSTEE FOR THE HADLEY FAMILY TRUST7,800,0006.85%
ELMSLIE FAMILY SUPERANNUATION PTY LTD7,800,0006.85%
GOLDMAN SACHS SECURITIES (NOMINEES) LTD A/C COSEG4,500,0003.95%
MORGAN STANLEY CLIENT SECURITIES NOMINEES LTD3,703,7453.25%

(1) Galloway Limited is indirectly wholly owned by Jim Mellon

*Denham Eke is a director of Galloway Limited.

10. Directors’ Shareholdings

As at 14 August 2019:

NAMENUMBER OF ORDINARY SHARESPERCENTAGE OF SHARE
CAPITAL
JIM MELLON (1)28,729,27325.25%
DAVID GIAMPAOLO (IN HIS OWN NAME)2,000,0001.76%
RICHARD REED*2,000,0001.76%

*Richard Reed’s shares are held via Reepa Limited

11. Percentage of the Company’s Issued Share Capital that is not in Public Hands

In accordance with the AIM Rules (Rule 26), in so far as the Company is aware, the percentage of the Company’s issued share capital that is not in public hands is 40.0%. (Last Updated 14th August 2019)

12. Details of any other exchanges or trading platforms

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

13. Details of any restrictions on the transfer of securities

There are no restrictions on the transfer of securities.

14. UK City Code on Takeovers and Mergers

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

15. Financial Information

Please follow the link below for access to the Company’s annual and interim reports.

16. Company Announcements

In accordance with AIM Rule 26 and Market Abuse Regulation, the Company’s announcements will be available for a period of at least 5 years.

Please follow the link below to access notifications made by the Company in the past 12 months.

17. Admission Document

19 September 2011

18. Circulars

19. Registered Office

18 Athol Street, Douglas, Isle of Man, IM1 1JA

20. Advisors

Nominated Adviser and Broker

Beaumont Cornish Limited
2nd Floor Bowman 10th Floor
30 Crown Place London
EC2A 4EB

Joint Brokers


Optiva Securities Limited
2 Mill Street
London
W1S 2AT

Peterhouse Capital
3rd Floor New Liverpool House
15 Eldon Street
London
EC2M 7LD

Reporting Accountant and Auditor

KPMG Audit LLC
Heritage Court
41 Athol Street
Douglas
Isle of Man
IM99 1HN

Legal Advisers to the Company

As to Isle of Man Law


Long & Humphrey
The Old Courthouse
Athol Street
Douglas
Isle of Man
IM1 1LD

Legal Advisers to the Company

As to English Law


Hill Dickinson LLP
The Broadgate Tower
20 Primrose Street
London
EC2A 2EW

Registrars


Link Asset Services
Clinch’s House
Lord Street
Douglas
Isle of Man
IM1 1JD

21. ISIN and SEDOL

The ISIN number of Ordinary Shares is IM00B6QH1J21. The SEDOL code of the Ordinary Shares is B6QH1J2.

22. Shareholder Enquiries

Telephone: 0871 664 0300 (Calls cost 10 pence per minute plus network extras)

Lines are open Monday – Friday, 9:00am – 5.30pm (from outside the UK: +44 (0) 20 8639 3399)

E-mail: ssd@capitaregistrars.com