Investor Information for Energy Technique Plc

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Investors Information – AIM Rule 26

The information contained on, or available via, this page was last updated on 22nd January 2014.

A description of the business

The principal activity of the Group is the manufacture and distribution of fan coils and commercial heating products for hotels, commercial offices, retail outlets, schools, hospitals and more recently high-end residential, together with related maintenance services.

Names, biographies of the directors & board members responsibilities

Walter K Goldsmith – Non-executive Chairman Aged 75

Walter Goldsmith joined the Board in May 2007 and was appointed Chairman in March 2010. He is a chartered accountant with substantial board level experience in public and private companies. A considerable part of his career was spent at Black & Decker, the global manufacturer and marketer of power tools, where he was latterly Corporate Vice President and responsible for launching Black & Decker into 22 countries. He was subsequently Group Planning and Marketing Director at Forte Plc, the hotel group and Director General of the Institute of Directors for five years. Walter is currently chairman or director of a number of other private companies. He supplies his services to the Company pursuant to a letter of appointment dated May 2007.

Leigh A Stimpson – Executive Director Aged 53

Leigh Stimpson joined the Board on 23 February 2010. He has been an executive with Diffusion since 1992 and managing director for the last 16 years. Leigh is a seasoned HVAC industry professional, with extensive marketing skills and product knowledge of the sector. Leigh re-joined Diffusion’s executive management on a full time basis in 2006 and was responsible for the day-to-day turnaround since then. He is employed by Diffusion’s operating company, ET Environmental Limited, under a letter of appointment dated 6 October 2010.

Martin M Reid – Executive Director Aged 52

Martin Reid joined the board on 15 September 2010 and he has been with Diffusion for over 25 years, where he is currently the Operations Director, with responsibility for procurement, manufacturing excellence and stock control. He has in depth knowledge of the heating and ventilation sector and is also heavily involved with new product innovation and development. He is employed by Diffusion’s operating company, ET Environmental Limited, under the terms of a service agreement with that company.

Details of committees of the board of directors and their responsibilities

So far as is possible, given the Group’s size and the constitution of the Board, the Directors comply with the principles of best practice as set out in the UK Corporate Governance Code on Corporate Governance.

The Audit Committee

The Board has appointed an Audit Committee, consisting of Walter Goldsmith (Committee Chairman) and Robert Unsworth (Company Secretary). This Committee meets at least twice annually and is responsible for ensuring that the financial performance of the Group is properly reported and monitored and for meeting the auditors and reviewing their reports in relation to the accounts and internal control systems.
The Audit Committee reviews the services provided by the external auditors at least on an annual basis. This review includes consideration of the confirmation of independence which the external auditors provide to the Company on an annual basis and of the services which they provide in order to ensure that their independence is not compromised.

The Remuneration Committee

The Board has appointed a Remuneration Committee, which consists of Walter Goldsmith (Committee Chairman) and Robert Unsworth (Company Secretary). The Remuneration Committee is responsible for reviewing the performance of the executive directors and for setting the scale and structure of their remuneration and the basis of their service contracts. Given the size of the Company, the Remuneration Committee will also act as the Nomination Committee responsible for considering and recommending to the Board changes in the Board’s composition and membership.

Country of incorporation & operation

Energy Technique Plc is incorporated in England & the main country of operation is the UK.

Where the company is not incorporated in the UK

N/A

Current constitutional documents

Details of any others exchanges or trading platforms

N/A

The number of AIM securities in issue

3,330,516 ordinary shares of 10 pence.

The percentage of AIM securities not in public hands

51.3%

The identity & percentage holdings of large shareholders

At 18th June 2013, the Company was aware of the following interests of 3% or more of the issued share capital:
No. of ordinary shares of 10p each % Interest
Peter Gyllenhammer 605,612 21.2
Elsina Limited 470,000 16.4
Folio (UK) Limited Pension Plan 260,931 9.1
John Cawthorne(1)   231,980 8.1
Leigh Stimpson 163,580 5.7
Martin Reid 120,000 4.2
Walter Goldsmith 109,980 3.8
(1) John Cawthorne’s combined shareholding is held in the names of himself, his personal pension fund and Mayfield Fulwood Limited.

Details of any restrictions on the transfer of AIM securities

None

Most recent annual report

All notifications the AIM company has made in the last 12 Months

Date
Time
Title
No
07-Feb-14
12:21
5857
03-Feb-14
07:00
0599
06-Jan-14
12:22
9738
02-Jan-14
14:50
8045
18-Dec-13
15:44
9037
04-Dec-13
12:08
6939
21-Oct-13
07:00
9098
19-Aug-13
07:00
9220
25-Jul-13
12:50
1591
24-Jun-13
07:00
6365
24-May-13
14:21
5675
20-May-13
11:59
1152
16-May-13
15:48
9309
23-Apr-13
07:00
9437
08-Apr-13
12:30
8047
11-Mar-13
11:15
6962
27-Feb-13
10:04
7793
07-Feb-13
07:00
2990

Most recent admission document and circulars sent to shareholders in the last 12 months

Details of nominated adviser & key advisors

Auditors
Milsted Langdon LLP
Winchester House
Deane Gate Avenue
Taunton TA1 2UH
Registrars
Capita Registrars
The Registry
34 Beckenham Road
Beckenham, Kent BR3 4TU
Bankers
Lloyds TSB Bank PLC
39 Threadneedle Street
London EC2R 8AU
Solicitors
Sherrards Solicitors LLP
7 Swallow Place
London W1B 2AG
Stockbrokers
finnCap Ltd
60 New Bond Street
London EC2M 1JJ
Nominated Adviser
finnCap Ltd
60 New Bond Street
London EC2M 1JJ

A statement of disclosure for rule 26

All of the above information has been disclosed pursuant to Rule 26 of the AIM Rules for Companies.