The information disclosed in these investor relations web pages are in accordance with Rule 26 of AIM Rules for Companies and was last updated on 17-August-2016.
Annual General Meeting 9 September 2016
Notice of AGM: DOWNLOAD
Form of Proxy: DOWNLOAD
Placing and Open offer 22 June 2016
Form of Proxy: DOWNLOAD
Results of General Meeting – 8 July 2016: DOWNLOAD
Report and Accounts year ended 31 March 2015: DOWNLOAD
Proposed delisting and admission to AIM 18 June 2015
Proposed delisting and admission to AIM: DOWNLOAD
Form of Proxy: DOWNLOAD
Articles of association: DOWNLOAD
The Company is a holding company registered in England No.01547390 with a Spanish branch and has six operating subsidiaries: Hornby Hobbies Limited in the United Kingdom with a branch in Hong Kong, Hornby America Inc. in the US, Hornby Espana S.A. in Spain, Hornby Italia s.r.l in Italy, Hornby France S.A.S in France and Hornby Deutschland GmbH in Germany. Hornby Plc is a public limited company which is listed on the London Stock Exchange, and incorporated and operating in the United Kingdom.
The Group is principally engaged in the development, design, sourcing and distribution of hobby and interactive products.
Audit Committee and Auditors
The Audit Committee comprises David Adams and Charlie Caminada. David Adams became Chairman of the Audit Committee on 31 January 2014. He is a Fellow of the Institute of Chartered Management Accountants and is considered by the Board to have recent and relevant financial experience, as required by the Code. Charlie Caminada has a wide range of business experience, which is evidenced by his biography set out in the Directors’ Report. The Committee meets at least three times a year and the Chairman, Chief Executive, Finance Director, Company Secretary and other managers attend by invitation. The Group’s Auditors attend meetings and have direct access to the Committee. The terms of reference are available on the Company’s website, covering the authority delegated to it by the Board.
The Remuneration Committee comprises Charlie Caminada and David Adams. Charlie Caminada is the Chairman of the Remuneration Committee.
The Committee met three times in total during the year with all members being present. The Committee is responsible for establishing formal and transparent procedures for determining policy on executive remuneration and advising the Board on executive remuneration and in particular for ensuring that executive remuneration packages are sufficient to attract, retain and motivate Executive Directors of the required quality whilst avoiding paying more than necessary. It also endeavours to establish performance related elements of remuneration which align the interests of the Directors with those of the shareholders. No Director is involved in deciding his own remuneration and the Board itself determines the remuneration of the Non-Executive Directors. The terms of reference are available on the Company’s website, covering the authority delegated to it by the Board.
The Nominations Committee comprises the Executive Chairman as well as executive and Non-Executive Directors. There was one appointment to the Board during the year ended 31 March 2015, Richard Ames who formally joined the Board on 28 April 2014 as Chief Executive. Appointments to the Board require the Board’s authorisation and are conducted by the Nominations Committee.
The duties of the Nominations Committee are available from the terms of reference and include regularly reviewing the structure, size and composition required of the Board and making recommendations to the Board with regard to any changes, giving full consideration to succession planning for Directors and other senior executives, identifying and nominating candidates to fill Board vacancies and evaluating the balance of skills, knowledge and experience on the Board before an appointment is made. The terms of reference are available on the Company’s website, covering the authority delegated to it by the Board. The potential candidates are interviewed by either the Nominations Committee or a panel appointed by that Committee. An appointment requires the final approval of the Board prior to an offer being forwarded.
Hornby Group plc is incorporated and headquartered in England (Company registration number: 01547390). The Group’s main country of operation is the United Kingdom and its head office is in Kent, United Kingdom.
Certificate of Incorporation: DOWNLOAD
Please click on the link for the Articles of Association
The Company is not listed on any other exchanges or trading platforms.
There are no restrictions on the transfer of securities
Share capital as at 12 July 2015
The share capital of the Company comprises ordinary shares of 1p each. Each ordinary share carries the right to one vote at general meetings of the Company. The Company’s allotted, issued and fully paid 54,953,574 ordinary shares of 1 pence each are admitted to trading on the AIM for listed securities of the London Stock Exchange. The total voting rights are 54,953,574. There are nil shares held in treasury.
Substantial shareholdings on 1 May 2016
The Company has been notified that at close of business on 1 May 2016 the following parties were interested in 3% or more of the Company’s ordinary share capital.
|Shareholder||Number of ordinary shares||Percentage held|
|Phoenix Asset Management Partners Limited||16,257,323||29.58|
|New Pistoia Income Settlement||12,129,000||22.07|
As a company listed on AIM, Hornby Plc is required to adhere to the AIM Rules for Companies but is not obliged to meet the requirements of the Governance Code.
However, the Board believes effective corporate governance will assist the delivery of the corporate strategy; the generation of shareholder value and protect the shareholders’ long term interests. Hornby Plc values corporate governance highly, not only in the boardroom but across the whole business. The Board will, as a matter of best practice, adopt a number of recommendations of the Corporate Governance Code in addition to the requirements of the AIM Rules for Companies.
The Company is subject to the UK City Code on Takeovers and Mergers.
Directors and Corporate Information
Group Finance Director
3rd Floor, The Gateway, Innovation Way
Company Registered Number
Registered in England Number: 01547390
Chartered Accountants and Statutory Auditors
The Portland Building
25 High Street
West Sussex RH10 1BG
Berwin Leighton Paisner LLP
London EC4R 9HA
Barclays Bank PLC
9 St George’s Street
Kent CT1 2JX
Financial Adviser, Nomad and Broker
Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London EC4M 7LT
Registrars and Transfer Agents
Capita Registrars Limited
34 Beckenham Road
Kent BR3 4TU