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Ensor Holdings PLC

Investors

AIM Rule 26

The following information is disclosed in accordance with Rule 26 of the AIM Rules and was last updated on 16 January 2017.

On 4 January 2017, the Company de-listed from AIM, however these details continue to be updated for ease of reference.

Description of the business

The Ensor Group comprises two companies, whose activities comprise the distribution of electric motors and access control automation equipment and distribution of packaging. Particulars of the activities of the subsidiary companies are set out in their respective pages.

Directors

A R Harrison, Chief Executive (born February 1955)
Roger Harrison has extensive experience in the manufacture and supply of industrial door products. He joined the Group as a director of what is now one of the major subsidiary companies, OSA Door Parts Limited, at its inception in 2001. He was appointed as a non-executive director of the Company on 2 February 2006 and as Chief Executive on 24 February 2009.

M A Chadwick, BSc, ACA Finance Director (born November 1962)
Marcus Chadwick qualified as a chartered accountant in 1989. He trained with Robson Rhodes Chartered Accountants between 1985 and 1989 when he joined Harrison Industries plc as Group Accountant. He subsequently became Divisional Finance Director and left in 1993 to join Ensor Holdings and was appointed Finance Director in 1995.

A E Coyne, Non-executive Director (born March 1947)
Tony Coyne began his career with British Steel and then Amaze Ltd as an engineer, developing into sales and management. He worked in the USA for Universal Oil Products and moved back to the UK as a sales and engineering manager. After working as a project engineer and project manager with Capper Neil International he then joined Harrison Industries as General Manager. He was promoted to Divisional Director and then Main Board Director. He joined Ensor Holdings and was appointed Chief Executive on 11 February 2000, retiring from this position on 31 March 2007 to become a non-executive director.

C M Harrison, Non-executive Director (born May 1932)
Christine Harrison has been involved for many years with the NHS and the Fire Service in government appointed roles, dealing with finance and large scale building projects. She is a significant shareholder in Ensor Holdings PLC and was appointed as a non-executive director of the Company on 12 September 2008.

P J Harrison, Non-executive Director (born December 1960)
Peter Harrison qualified as a barrister in 1983 and practises with St Johns Buildings Chambers. He is a significant shareholder in Ensor Holdings PLC and was appointed as a non-executive director of the Company on 7 May 2014.

Remuneration committee

The remuneration committee comprises the non-executive directors.

Corporate governance

Application of the principles of good governance
Although the company is not required to comply with the provisions of the UK Corporate Governance Code, the board of directors recognises the importance of, and is committed to, ensuing that effective corporate governance procedures relevant to smaller listed companies are in place.

The board
The group is managed by a board, consisting of the chairman, two executive members and three non-executive members, who retain responsibility for the formulation of corporate strategy, approval of acquisitions, divestments and major capital expenditure and treasury policy. The appointment of new directors is a matter reserved for the board as a whole rather than for a separate nomination committee.

The board meets regularly and has a schedule of matters specifically referred to it for decision. All directors have access to advice from the company secretary and training is available for directors as necessary.

The board considers A E Coyne to be independent.

Internal control
The directors have overall responsibility for ensuring that the group maintains a system of internal control to provide them with reasonable assurance regarding effective and efficient operations, internal financial control and compliance with laws and regulations. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of failure to achieve the group’s strategic objectives. However, there are inherent limitations in any system of internal control and accordingly even the most effective system can only provide reasonable and not absolute assurance. The board regularly reviews the operation and effectiveness of the system of internal control in operation.

Individual companies are managed locally, supported by the Chief Executive and the board, with responsibility for the operation of the business to meet standards required by both the group and appropriate regulatory authorities. In addition, annual plans and longer-term overviews of objectives are prepared by each business management team and reviewed at minuted meetings by at least one executive director.

Individual business management is also responsible for reporting to the board on the assessment and minimising of all business risks, supported by group personnel able to provide specific assistance in matters relating to health and safety, environment, quality systems and insurance cover for property and liability risks.

Monthly accounts, with commentary on current year performance compared with historical and planned performance, together with key ratio analysis and working capital information, are prepared in accordance with group accounting policies and principles. They are consolidated and reviewed at the company and, in summary, by the board, to monitor overall performance and intervene as appropriate.

The company monitors the funding requirements of, and the banking facilities provided to, individual operations, in addition to the management of investment and treasury procedures.

Capital and significant investment expenditure is approved against performance criteria through a structure of authority limits.

The board has considered the need for an internal audit function but has concluded that the size and complexity of the group does not justify the expense at present. The need for an internal audit function will continue to be reviewed periodically.

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

Country of incorporation and main country of operation

Ensor Holdings PLC and all of its subsidiaries are incorporated in England and Wales. The Group’s main operations are carried out in the United Kingdom.

Current constitutional documents

The Memorandum and Articles of Association can be accessed via the links, Memorandum  and Articles.

Shares in issue

The number of shares in issue is 30,818,074, of which 922,098 are held in treasury. The Company is aware of the following significant shareholdings:

NameNumberPercentage
K A Harrison1,498,3805.0%
C M Harrison3,895,79413.0%
A R Harrison4,172,75014.0%
P J Harrison4,157,50013.9%
A R Harrison & P J Harrison in Trust2,500,0008.4%
D Stredder1,160,0003.9%
B Morgan1,000,0003.3%

The number of shares not in public hands is 17,396,839 (58.2%). There are no restrictions on the transfer of shares.

Annual and interim reports

The annual and interim reports for the Group can be accessed using the link, Accounts.

Company announcements

Follow the link, Announcements.

Admission document

Prior to achieving AIM listing, the Company was fully listed on the Stock Exchange. The Company moved to AIM in 2002 and the documents provided to support this move can be accessed by using the link, 10 day announcement.

Nominated adviser and other key advisers

Nominated adviser
Stockdale Securities Limited, Beaufort House, 15 St. Botolph Street, London, EC3A 7BB.

Broker
Stockdale Securities Limited, Beaufort House, 15 St. Botolph Street, London, EC3A 7BB.

Auditors
BDO LLP, 3 Hardman Street, Spinningfields, Manchester, M3 3AT.

Registrars
Share Registrars Limited, Suite E, First Floor, 9, Lion and Lamb Yard, Farnham, Surrey, GU9 7LL.

Bankers
Lloyds Bank Corporate Markets, Lloyds Bank plc, 40 Spring Gardens, Manchester M2 1EN