Primary Country Listing: UK
Status: Aim Listed
Index: FTSE AIM All Share
Shares in Issue: 15,898,656 (including 996,514 in treasury).
The company has not agreed to or applied to have any of its securities (including its AIM securities) admitted or traded on any other exchanges or trading platforms. There are no restrictions on the transfer of any of AIM listed securities
Restrictions on transfer of AIM Securities: None
Sector: Consulting & Outsourcing
Registered Company Number: 3184978
Country of Incorporation: England & Wales
Main Country of operation: UK
This information has been disclosed pursuant to Rule 26 of the AIM Rules for Companies, it was last updated 6 April 2018.
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KEY ADVISORS AND BANKERS
NOMAD AND BROKER
Mike Coe, WH Ireland Limited, 24 Martins Lane, London, EC4R 0DR
Nexia Smith & Williamson Cumberland House, 15-17 Cumberland Place, Southampton, SO15 2BG
Russell House, Solent Business Park, Whiteley, Fareham Hampshire PO15 7AG
Neville Registrars Limited, 18 Laurel Lane, West Midlands, B63 3DA
Lloyds Banking Group plc, PO Box 1000, London BX1 1LT
Svenska Handelsbanken AB, 3 Thomas More Square, London, E1W 1WY
Novella Communications, 1a Garrick House, Carrington St, London, W1J 7AF
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards 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 company and of the profit or loss of the group for that period. The directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether they have been prepared in accordance with IFRSs as adopted by the European Union, and for the company financial statements state whether applicable UK Generally accepted accounting practice have been followed subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Sebastian Morley, Executive Chairman
Mr. Morley was originally appointed to the Board in February 2006 as an executive director. In July 2007 he assumed the role of Group CEO. He was educated at Eton and attended the Royal Military Academy at Sandhurst. He was subsequently commissioned in The Black Watch with the rank of Captain, and undertook a period with the United Kingdom Special Forces where he held the rank of Major. Sebastian has been involved in the security industry for 15 years.
Roberto Fiorentino, Chief Executive Officer
Mr. Fiorentino is currently Chief Executive Officer of the Group. Mr. Fiorentino has been involved in the security industry for 34 years and has been responsible for a number of ground breaking technological advances within the mechanical and electronic security sector, including the installation of High Security Master Key Locking systems, Vehicle Alarm Systems, Access Control, CCTV with transmission systems, CCTV over IP, Video Analytics, and most recently, the arrival of FastVein™.
Richard Juett, Finance Director
Richard returned to the Group and the role of Finance Director in 2016. Richard is a Chartered Accountant who trained with a firm which is now part of PwC. During his career he has worked in several senior finance positions including B&Q, Kia Motors, BDO and Ernst & Young.
Paul Williamson, Executive Director
Paul joined the Board in April 2017. Paul founded Vigilant Security in 1997 having served in the Army from 1987 to 1992 and worked in a number of commercial operations thereafter. Paul is the operations director of Croma Vigilant.
Charles McMicking, Non-Executive Director
Chairman of the Audit Committee and a member of the Remuneration Committee.
Mr. McMicking is currently Chairman of RailSimulator.com and director of Coburg Capital and F4G Software. Mr. McMicking has specialised in financing and developing dynamic fast-growth companies for the last 16 years, and was previously Head of Private Equity at Noble Group. Mr. McMicking joined the Board at the time of the acquisition of the CSS Group in March 2012.
Nicholas Hewson, Non-Executive Director
Chairman of the Remuneration Committee and a member of the Audit Committee.
Mr. Hewson is a graduate of Cambridge University and has spent over twenty-five years as a director of various public companies, having qualified as a Chartered Accountant in 1984. He was Finance Director of property developer and investor, Citygrove PLC, on its flotation on the then Unlisted Securities Market in 1986, and its full listing on the London Stock Exchange in 1988 before resigning in 1989 to co-found the specialist retail warehouse property developer, Grantchester Holdings PLC, in 1990. Grantchester was listed on the London Stock Exchange in 1996 and was a very active public listed company, raising equity capital and issuing a novel debenture in 1997, buying two other listed businesses in 1998, and engaging in substantial capital repayment programmes before the company was acquired by Hammerson PLC in 2002 following a hostile takeover.
Since 2002 nick has invested in a number of clean tech ventures, pioneering electric cars in London, as well as continuing to develop property transactions mainly in the London office and residential markets. He is a non-executive director of national house builder Redrow PLC and chair of the audit committee.
Shareholdings & Director's interests
The total number of shares in issue is 15,898,656 of whch 996,514 are held in treasury.
The total number of voting rights in the Company is therefore 14,902,142. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules.
There are no restrictions on the transfer of shares.
The percentage of share capital not in public hands is 38.5%.
The directors' beneficial interest in shares are laid out below:
Roberto Michele Fiorentino: 3,902,175
Sebastian Morley: 575,000
Andrew Nicholas Hewson: 203,565
Charlie Neil McMicking: 50,000
Paul Williamson: 170,639
This information is correct at 6 April 2018.
OTHER SIGNIFICANT SHAREHOLDINGS
Shareholdings in the Company of greater than 3% as advised at 6 April 2018 are as follows:
Canacccord Genuity Group Inc 11.1%
Liontrust Investment Partners LLP 3.8%
Mr Francis Maurice Erard 3.1%
Oceanwood Capital Management LLP 5.4%
STATEMENT OF CORPORATE GOVERNANCE
Croma Security Solutions Group plc (“CSSG”) has considered the best practice guidance in the QCA Code on Corporate Governance, and whilst it feels that some measures are not appropriate for the Group, it has adopted the majority of recommendations as detailed below.
The company is subject to the UK City Code on Takeovers and Mergers.
CSSG is governed by the Board of Directors, comprising The Chairman, The Chief Executive, Finance Director, and three non-executive directors.
The Board meets monthly in person or by telephone to review monthly management accounts, sales and operations developments and personnel and HR matters. In addition, the Board will review strategy and the business plan on a half yearly basis.
CSSG is a full service comprehensive security provider, offering manned guarding, access and intruder controls and alarms, physical locks and devices and biometric identity systems in the UK and abroad.
Our strategy is to pursue organic growth to gain market share based upon a differentiated service which emphasises reliability, quality and efficiency and seeks to give customers ongoing peace of mind.
Progress in all four operating divisions of the Group is measured both financially, with performance against budget of Turnover, Gross Margin, debtor days and cash generation, and non-financially, through review of customer satisfaction, staff retention, website activity, and sales pipeline and enquiry levels.
The Board continues to keep under review the composition of the management team to ensure sufficient resource is in place to deliver the increasing activity.
The Board is looking closely at expansion into overseas markets.
The Group adheres to the requirements of the Code to keep the roles of Chairman and Chief Executive separate,
Chairman – Sebastian Morley. Mr Morley is responsible for the overall direction of the Group, for ensuring the Board operates efficiently, and is responsible for shareholder relations and for Corporate Governance.
In addition, Mr Morley oversees the daily operations of Vigilant Sevcurity Limited, the Group’s manned guarding arm.
Chief Executive – Roberto Fiorentino. Mr Fiorentino is responsible for overseeing the implementation of the Group’s strategy, and for delivering the coordinated service approach which is the Group’s USP.
In addition, Mr Fiorentino oversees daily operations of Croma Security and Croma Locksmiths, and is leading the development and launch of the Group’s biometric identity product FastVein™.
Finance Director- Richard Juett. Mr Juett is responsible for overall financial strategy and for ensuring timely and efficient production of management and statutory information.
In addition, Mr Juett is company secretary and implements all matters of corporate governance as directed by the Chairman.
Mr Nicholas Hewson – Chairman Audit Committee, member of the remuneration committee
Mr Charles McMicking- Chairman Remuneration Committee, member of the audit committee
Matters Reserved for the Board
The Board reserves formulation, dissemination and implementation of strategy. It also handles stakeholder relations, dividend policy, and oversight of cash management.
Other operational matters are devolved to directors and managers, with the exception of investment – level decisions involving material balances which require Board consideration.
Non-Executive Appointment Terms
Non-executive directors are appointed for a term of three years, and may be re-appointed for a total of three terms.