Corporate Governance / AIM Rule 26

Description of the business

The objective of the Company is to steadily grow its earnings to seek to deliver attractive returns and capital growth through a combination of building growing businesses in emerging markets as well as earning revenue from income generating operating activities.

The Company will focus its activities in emerging markets globally (in Asia, Latin America, Eastern Europe, the Middle East and Africa). The Company intends to:

  • develop lending activities to sovereign, corporate and banking entities in emerging markets for a range of business purposes, including for acquisition financing, working capital and investment purposes. The terms of any loans will vary but are typically expected to range from six months to five years. The Company expects that its loans will typically be secured;
  • take operational control of businesses through the acquisition of minority and majority stakes in public and private companies in emerging markets; and
  • acquire and operate real estate and commodity companies.

Directors

Bart Turtelboom (Chief Executive Officer and Executive Director)

Bart is Chief Executive Officer of APQ Global Limited. Previously, he was the co-founder and Chief Investment Officer of APQ Partners LLP. Prior to APQ Partners LLP, Bart was Co-Head of the Emerging Markets business at GLG and Co-Portfolio Manager of the GLG emerging markets funds. He was previously the Global Co-Head of Emerging Markets at Morgan Stanley, where he ran a multi-billion US Dollar business spanning Asia, Latin America, the Middle East and Africa, and head of its Global Capital Markets Group. Prior to that Bart was a Portfolio Manager at Vega Asset Management and a Director at Deutsche Bank, where he held several roles culminating in coverage of the bank’s largest European clients. Bart was an Economist for the International Monetary Fund in Washington D.C. from 1994 until 1997. Bart received a Ph.D. in Economics from Columbia University.

Wayne Bulpitt (Non-Executive Chairman)

Wayne Bulpitt has around 35 years of experience in business leadership in banking, investment and administration services. Having left National Westminster Bank Plc in 1992 to join CIBC Bank & Trust Company, he developed and launched CIBC Fund Managers (Guernsey) Limited in 1994. As Managing Director, Wayne spent the next four years managing and developing the offshore funds and building a third party fund administration capacity.

In 1998 this experience was to prove crucial for the Canadian Imperial Bank of Commerce where, as Director of Offshore Investment Services Global Private Banking & Trust Division, his main priority was to restructure the delivery of their investment management services outside of Canada.

Wayne founded Active Group Limited in 2002 after his careers with NatWest and CIBC. Under his leadership, Active is an innovative provider of practical and professional support services such as compliance, corporate secretarial and management services to the offshore finance industry. Wayne is on the boards of various investment management companies and funds (both listed and un-listed), overseeing a diverse range of investment activities.

Richard Bray (Executive Director and Finance Director)

Richard Bray has over 30 years in depth experience in the fund and investment management sectors, including 13 years with a major Swiss financial institution. Richard has worked on a wide variety of investment vehicles, from relatively simple long only bond and equity funds, through to complex structured products and including private equity, commodity, derivative, and hedge funds of various strategies.

Richard sits on the boards of a variety of funds, investment management companies and fund administration companies acting in both executive and non-executive capacities. In these roles he has variously overseen the day to day operations, provided risk management advice and oversight, and overseen the investment activities of those entities.

Richard is a Member of the Chartered Management Institute and the Institute of Directors. He is also a member of administration and technical sub-committees of the Guernsey Investment Fund Association (“GIFA”). As part of the GIFA technical committee, Richard worked on the team that produced Guernsey’s AIFM rules and regulations.

Philip Soulsby (Independent Non-Executive Director)

Philip Soulsby is a mathematics graduate. He qualified as a chartered accountant in London with BDO Binder Hamlyn, before transferring to KPMG in Guernsey in 1990. There he spent two years specialising in the audit of financial services companies and offshore mutual funds. In 1992 he joined Credit Suisse Fund Administration Limited in charge of finance and compliance, later moving to a role more involved in structuring and marketing mutual fund services, helping the business grow from 12 staff to over 130. During this time he acted as director to a number of funds and fund managers, and gained a broad knowledge of hedge funds, derivatives and risk control. In 2006, he left Credit Suisse to establish his own business, The Mundi Group Ltd, a fair-trade and ethical products business. He remains a director of several funds and fund management companies and is also Constable and Douzenier to the Parish of St Martin.

Responsibilities

Audit committee

The audit committee is chaired by Philip Soulsby, the independent Director, with all the other Directors as members. The audit committee meets no less than twice a year and, if required, meetings can also be attended by the Auditors.

The audit committee is responsible for reviewing the half-year and annual financial statements before their submission to the Board. In addition, the audit committee is specifically charged under its terms of reference to advise the Board on the terms and scope of the appointment of the Auditors, including their remuneration, independence, objectivity and reviewing with the Auditors the results and effectiveness of the audit, and in ensuring that the Company’s annual report and financial statements are fair, balanced and understandable.

Nomination and remuneration committee

The nomination and remuneration committee is chaired by Philip Soulsby, the independent Director, with all other Directors as members. Its principal duties are to consider the framework and policy for the remuneration of the Directors, employees and consultants and to review the structure, size and composition of the Board on an annual basis. The nomination and remuneration committee meets at least once a year.

Risk committee

The Board has adopted and implemented a risk policy with regard to the Company’s business activities and formally considers this policy at least four times per year. The purpose of the risk committee is to seek to ensure that the Company takes a measured approach to its business activities, taking into account factors including, but not limited to, the risks associated with jurisdictions in which it operates or has interests (e.g. political and economic risks, currency risks and sector risks).

Country of incorporation

The Company was incorporated in Guernsey, which is also its main country of operation.

As the Company is not incorporated in the UK, the rights of shareholders may differ from the rights of shareholders in a UK incorporated company.

Other exchanges

The ordinary shares of the Company are also admitted to trading on the Official List of the Channel Islands Securities Exchange

The number of AIM securities in issue

The Company has in issue 78,055,000 ordinary shares of no par value, with no ordinary shares held in treasury. 92.2% of the Company’s ordinary shares are held not in public hands.

 

Institution/Name Percentage shareholding
Bart Turtelboom 28.19%
Vega Absolute Return Fund 28.19%
Old Mutual 23.06%
Merseyside Pension Fund 12.81%
TC Asset Management 3.46%

This information was last updated on: 21/8/2016

There are no restrictions on the transfer of the ordinary shares of the Company.

Corporate governance

The Directors recognise the importance of robust corporate governance and meet regularly to review corporate strategy, the risk profile of the Group and its operating businesses and to monitor the performance of the service providers appointed to the Company.

There is no applicable regime of corporate governance to which the Directors must adhere over and above the general fiduciary duties and duties of care, diligence and skill imposed on such directors under Guernsey law; however, the Directors recognise the importance of sound corporate governance and take appropriate measures to ensure that the Company complies with the UK Code on Corporate Governance to the extent appropriate and taking into account the size of the Company and the nature of its business.

The Company has adopted a share dealing code (as required by the AIM Rules) and the Company takes all proper and reasonable steps to ensure compliance by the Directors. Furthermore, the Company has adopted an anti-bribery policy and will adhere to the requirements of the Prevention of Corruption (Bailiwick of Guernsey) Law, 2003 and the UK Bribery Act 2010.

UK City Code on Takeovers and Mergers

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

Constitutional Documents

Date Document Download
August 26, 2016 Admission to trading on AIM Download here
August 25, 2016 Admission document Download here
August 24, 2016 Certificate of incorporation Download here
August 24, 2016 Articles of incorporation Download here
August 23, 2016 Listing document Download here

Advisors

Secretary, registered office and advisers

Company Secretary and Corporate Services Provider

Active Services (Guernsey) Limited

Registered Office and Business
Address

1st Floor
Tudor House
Le Bordage
St Peter Port
Guernsey GY1 1DB
Channel Islands

Financial PR Advisers

Buchanan Communications
107 Cheapside
London EC2V 6DN
United Kingdom

Registrar

Capita Registrars (Guernsey) Limited
Mont Crevelt House
Bulwer Avenue
St Sampson
Guernsey GY2 4LH
Channel Islands

Auditors

Ernst & Young LLP
Royal Chambers
St Julian’s Avenue
St Peter Port
Guernsey GY1 4AF
Channel Islands

Nominated Adviser and Broker

Nplus1 Singer Advisory LLP
1 Bartholomew Lane
London EC2N 2AX
United Kingdom

English Legal Advisers to the Company

Stephenson Harwood LLP
1 Finsbury Circus
London
EC2M 7SH
United Kingdom

Principal Bankers

NatWest
2nd Floor
Royal Bank Place
St Peter Port
Guernsey GY1 4BQ
Channel Islands

Guernsey Legal Advisers to the Company

Mourant Ozannes
PO Box 186
1 Le Marchant Street
St Peter Port
Guernsey GY1 4HP
Channel Islands

CISEA SPONSOR

Carey Commercial Limited
1st & 2nd Floors
Elizabeth House
Les Ruettes Brayes
St Peter Port
Guernsey
GY1 4LX
Channel Islands