AIM Rule 26

The information disclosed in these investor relations web pages are in accordance with Rule 26 of AIM Rules for Companies and were last updated on 06 August 2020.

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 company which is admitted to trading on the AIM Market of 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.

Stakeholder Relationships (QCA Code Principles 1 and 3)

The key resources and relationships on which the business relies are identified within our Annual Report and Accounts for the Year to 31 March 2020 on pages 4 to 11 and these include our shareholders, a number of key suppliers, experienced employees and of course our valued customers. Feedback is obtained by the Group from regular stakeholder meetings with shareholders, customers, suppliers and with employees.

We seek to establish longstanding customer relationships across the entire Group and these key relationships are maintained by account managers to ensure any issues are addressed in a timely manner. A comprehensive understanding of consumer trends and behaviours is essential to the Groups future success and the Group ensures that the results of meetings with both customers and suppliers are used to inform the business model and strategy going forward – for example, in undertaking new licensing contracts and enhancing product development.

Internal stakeholders are another key resource providing innovation and suggestions for improvements for the Group. Senior management and the Executive Directors engage with staff through regular meetings and at the ‘Employee Representation Group’. The Group also has a regular staff newsletter which is distributed electronically throughout the Group.

Corporate Culture (QCA Code Principle 8)

Our commitment to our customers and having a people-oriented ethos is central to the success of achieving our strategy. We value the skills and experience of our employees and it is through the efforts of these dedicated people that we are able to grow our customer base. We endeavour to conduct our business affairs in a way that reflects our values. Our suppliers are audited to ensure that their policies and procedures comply with the Modern Slavery and Human Trafficking Act, which ensures that workplace and conditions of employment for their employees are of an acceptable standard. We reinforce our expectations to achieve and maintain these standards. Our Statement on Modern Slavery and Human Trafficking can be found within the Corporate Governance section.

We seek to recruit and retain the best employees and it is our view and commitment that recruitment, promotion and any other selection exercises are conducted on the basis of merit against objective criteria that avoid discrimination. No individual should be discriminated against on the ground of race, colour, ethnicity, religious belief, political affiliation, gender, age or disability, and this extends to Board appointments. We recognise the benefits of diversity, including gender diversity, on the Board, although it believes that all appointments should be made on merit, while ensuring there is an appropriate balance of skills and experience within the Board.

We promote a healthy corporate culture by requiring that all staff adhere to a Code of Conduct. Charity initiatives are supported on a Groupwide-level and sustainability is also important and staff are all encouraged to consider their individual (as well as the Group’s) impact on the environment through recycling schemes and limiting the use of printed materials.

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.

Click here to download the Certificate of Incorporation

AGM notices and post-meeting information can be found within the AGM Information section.

Directors’ details can be found within the Director Information section.

Directors and Corporate Information

Director and Corporate Information details can be found within the Director Information section.

Registered office

Hornby PLC
Westwood
Margate
Kent
CT9 4JX

Company Registered Number

Registered in England
01547390

Independent Auditors

Crowe UK LLP
Riverside House
40 – 46 High Street
Maidstone
Kent
ME14 1JH

Solicitors

Taylor Wessing LLP
5 New Street Square
London
EC4A 3TW

Principal Bankers

Barclays Bank PLC
9 St George’s Street
Canterbury
Kent
CT1 2JX

Financial Adviser, Nomad and Broker

Liberum Capital Limited
Ropemaker Place
25 Ropemaker Street
London
EC2Y 9LY

Registrar

Link Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU

Audit Committee

The Audit Committee comprises two members, James Wilson and John Stansfield. Both are independent Non-Executive Directors of the Company. John Stansfield’s background as a qualified accountant has significant, recent and relevant financial experience. The Committee meets at least three times a year and the Chairman, Chief Executive, Finance Director, 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.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee comprises John Stansfield and Daniel Carter. Daniel Carter is the Chairman of the Committee.

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 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 potential candidates are interviewed by the Committee or a panel appointed by that Committee. An appointment requires the final approval of the Board prior to an offer being forwarded.

The terms of reference, covering the authority delegated to it by the Board can be viewed here.

Financial information can be found within the Annual Reports section.

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 06 August 2020

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 166,927,838 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 166,927,838. There are nil shares held in treasury. Insofar as the Company is aware the percentage of ordinary shares not in public hands is 91.8%.

Substantial shareholdings on 06 August 2020

The Company has been notified that at close of business on 13 March 2020 the following parties were interested in 10% or more of the Company’s ordinary share capital:

ShareholderNumber of ordinary sharesPercentage held
Phoenix Asset Management Partners Limited124,634,33074.66
Artemis Fund Managers Limited27,551,35016.50

Click the links below to download the Company’s admission documents:

Schedule 1 Announcement

Appendix to Schedule 1 Announcement

The Directors share the view that sound governance is fundamental to the successful growth of the business. After the Company’s admission to AIM in 2015, the Board continued to follow the principles of the UK Corporate Governance Code, as appropriate to the size and nature of the Company. Following changes to AIM Rule 26 during 2018, the Company is now required to provide details of a recognised corporate governance code and the Board confirms it has decided to apply the Quoted Companies Alliance Corporate Governance Code for small and mid-sized companies 2013 (the “QCA Code”).

More details can be found in the Corporate Governance section of our website.

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

Shareholder Engagement (QCA Code Principle 2)

Hornby welcomes contact with its shareholders. If you have any questions or enquiries about the Group or its products, please contact:

Kirstie Gould
Chief Finance Officer

Hornby PLC
Westwood
Margate
Kent
CT9 4JX
www.hornby.com

We value the views of our shareholders and recognise their interest in our strategy and performance. We endeavour to update shareholders on the Board’s expectations for the outlook of the business and as and when this changes. As much as possible, we try to provide information that is relevant to our shareholders on our corporate website; in our annual report and accounts; and through regulatory news announcements throughout the year.

We also believe in knowing and understanding our shareholders. We encourage our shareholders to attend our Annual General Meetings (AGMs) and we welcome questions from them. At our AGMs, we provide the platform for robust discussions with our shareholders, during which the participants, both Directors and shareholders alike, are engaged with the proceedings, so much so that last year’s meeting had to be extended. We believe this reflects the connection to the business which we have cultivated and continue to cultivate in our shareholders. In addition, the review of investor relations activity and analysis of our shareholder register is a standing item at each board meeting, and we review feedback from our institutional shareholders following our full and half year results.  Our corporate website also includes the outcomes of shareholder votes cast at the AGMs, as well as Annual and Interim Reports from previous years.