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Advisers and Registrar

Nominated Adviser and Joint Broker

Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
+44 (0) 20 7260 1000

Joint Broker

Macquarie Capital (Europe) Limited
Ropemaker Place
28 Ropemaker Street
+44 (0) 20 3037 2000

Public Relations Adviser

Teneo Blue Rubicon
5th Floor, 6 More London Place
+44 (0) 20 7260 2700

Corporate Finance Adviser

Marwyn Capital LLP
11 Buckingham Street
+44 (0) 20 7004 2700

Reporting Accountant and Auditor

PricewaterhouseCoopers LLP
1 Embankment Place
+44 (0) 20 7583 5000

Company Secretary and Administrator

Axio Capital Solutions Limited
One Waverley Place, Union Street
St Helier
+44 (0) 1534 761 240

Solicitors to the Company (as to English and US law)

Covington & Burling LLP
265 Strand
+44 (0) 20 7067 2000

Solicitors to the Company (as to Jersey law)

44 Esplanade
St Helier
+44 (0) 1534 514 000


Link Market Service (Jersey) Limited
12 Castle Street
St Helier

Registrar - Shareholder Enquiries

If you are a shareholder and need any help, please contact us using the details below

0871 664 0300 (Calls cost 12p per minute plus network extras)
From outside the UK: +44 (0) 37 1664 0300

Lines are open Monday - Friday, 9:00am - 5:30pm GMT, excluding public holidays in England and Wales.

Board of Directors

Full biographies of the Board of Directors are available under About Us.

Corporate Governance

The Directors recognise the importance of sound corporate governance commensurate with the size of the Company and the interests of the shareholders. So far as is practicable, the Directors intend to comply with the Quoted Companies Alliance (QCA) guidelines for small and mid-sized quoted companies to the extent appropriate to the size and nature of the Company, upon completion of the first acquisition of a trading business or company (the "Platform Acquisition") by the Company. At present, whilst the Company does not comply with the QCA guidelines, the Company’s corporate governance procedures are considered by the Directors to be appropriate. The Company intends to appoint a Chairman and a senior independent director to the Board at or around the time of the Platform Acquisition.

At present, the Company does not consider it necessary to establish an audit and risk committee given the nature of its board structure and operations. The Board will undertake all functions that would normally be delegated to the audit and risk committee, including reviewing annual results, receiving reports from its auditors, agreeing the auditors’ remuneration and assessing the effectiveness of the audit and internal control environment. Where necessary the Board will obtain specialist external advice from either its auditors or other advisers. The Board will establish an audit and risk committee upon completion of the Platform Acquisition by the Company that will be chaired by an independent director.

The Company does not intend to establish a nomination and remuneration committee until the completion of the Platform Acquisition as this committee is not currently appropriate given the nature of the Company’s board structure and operations. Accordingly, the Board will review the remuneration of the Directors annually and agree reasonable and market-standard (as regards level) fees, based upon market information sourced from appropriate external consultants. Consideration will be given by the Board to future succession plans for members of the Board, as well as consideration as to whether the Board has the skills required to manage the Company effectively. The Board intends to establish a nomination and remuneration committee upon completion of the Platform Acquisition by the Company.

Country of Incorporation and Main Country of Operation

Wilmcote Holdings plc was incorporated in Jersey under the Companies Law (Jersey) 1991, as amended, with a registration number 123424 and is registered as a UK establishment under registration number BR019423.

As Wilmcote Holdings plc is incorporated in Jersey, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

Wilmcote’s main country of operations is the UK.

Investment Policy

The investment objective of Wilmcote Holdings plc is to provide shareholders with attractive total returns achieved through capital appreciation and, when prudent, the payment of a dividend in line with the Company's dividend policy, as defined in the Admission Document.

The Directors believe that opportunities exist to create significant value for the shareholders through properly executed, acquisition-led growth strategies, in the downstream and specialty chemicals sector.

The Company will look to achieve its investment objective by taking an active approach to investments made within the following parameters:

  • Geographic focus: The Company may invest globally, including emerging markets, however its principal focus will be on the UK, Europe and North America.
  • Sector focus: The Company intends to focus on the downstream and specialty chemicals sector. The Directors believe that opportunities exist to create value for shareholders through a properly executed, acquisition-led strategy in this sector.
  • Target companies: The Company will target companies with either a well-established presence in their specific segments or companies which are in a position to become leaders in their specific segments, and which fit into the stated geographic and asset criteria guidelines.
  • Types of investment and control of investments: It is anticipated that the Company will acquire controlling stakes in one or more businesses or companies (quoted or private) on a long term basis. The investments made by the Company may take a variety of legal forms; for example, it may acquire complete control or a majority stake of a business, or form a joint venture or partnership.
  • Investment size: The Directors intend that initial funds raised will be used for the purposes of working capital and to undertake due diligence on potential target acquisitions. It is envisaged that the Company’s first acquisition will be of a controlling stake in a business with an enterprise value in the region of £500 million to £2 billion.
  • Nature of returns: It is anticipated that returns to shareholders will be delivered primarily through an appreciation in the Company's share price.

The Company will need to raise additional funds for the Platform Acquisition in the form of equity and/or debt. Depending on the composition of Wilmcote’s share register, it is possible that any equity fundraising for those purposes will, subject to the necessary shareholder approval, be carried out on a non-pre-emptive basis to allow for the diversification of the Company’s shareholder register and to obtain sufficient equity funding.

Company Documents

Number of AIM Securities in Issue

As at 31 December 2017, the Company had 20,833,336 ordinary shares of no par value in issue.

Significant Shareholders

As at 31 December 2017, the Company was aware of the following shareholders holding more than 3 percent of the total voting rights of the Company:

Ordinary Shares Held Percentage of Issued Share Capital
Marwyn Asset Management 12,591,670 60.4%
Invesco Asset Management Limited 4,062,500 19.5%
Hargreave Hale Ltd 2,083,333 10.0%
Threadneedle Asset Management Limited 833,333 4.0%
UBS O'Connor Asset Management Limited 637,500 3.1%
As at 31 December 2017, the percentage of AIM securities not in public hands was 80%.

Details of Restrictions on Transfer of AIM Securities

There are no restrictions on the transfer of the Company’s AIM securities.

UK City Code

Wilmcote Holdings plc is subject to the UK City Code on Takeovers and Mergers.

Regulatory News

Regulatory news service announcements made by the Company are available under Regulatory News.