Diffusion - Advanced Air Intelligence

Investors Information - AIM Rule 26

The information contained on, or available via, this page was last updated on 18 December 2008. 

A description of the business

The principal activity of the Group during the year was design, manufacture, supply and distribution of air conditioning and heating solutions for retail and commercial applications, including related parts and service activities.

Names, biographies of the directors
& board members responsibilities 

James W Lugg † - Chairman and CEO Aged 46
James Lugg joined the Board as an executive director on 31 January 2006 and was appointed Chairman on 21 February 2007. He is a serial entrepreneur and turnaround specialist. James has been instrumental in re-focusing the Group back to its core Diffusion Heating and Cooling business and for initiating and leading the changes necessary in achieving the successful turnaround and subsequent growth in profits. James is also a non-executive director of other AIM listed and private companies. He supplies his services to the Company pursuant to a letter of appointment.

Kevin A Fallon † - Non-executive Director Aged 54
Kevin Fallon joined the Board in October 2004. He is a senior consultant and adviser to the Consensus Business Group,with 30 years business experience in the IT, aviation, retail, industrial and food sectors. He has worked in the United States, Europe, the Middle East and Asia. He has previously held a number of senior international business development positions including TRACO, where he was responsible for implementing global joint ventures with Mobil Oil and Samsung Heavy Industries. He has in depth IT knowledge gained from providing advanced communications solutions to the Royal Saudi Air Force and Saudi Aramco. He supplies his services to the Company pursuant to a letter of appointment.

Walter K Goldsmith † - Non-executive Director Aged 70
Walter Goldsmith joined the Board in May 2007. He is a chartered accountant with substantial Board level experience in a number of 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 companies in 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 public and private companies.

† Members of the Audit and Remuneration Committees.

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 Combined Code on Corporate Governance published by the UK Listing Authority.

The Board has appointed an Audit Committee, consisting of Kevin Fallon (Committee Chairman), James Lugg and Walter Goldsmith. 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 Board has appointed a Remuneration Committee, which consists of Walter Goldsmith (Committee Chairman), James Lugg and Kevin Fallon. The Remuneration Committee is responsible for reviewing the performance of the Executive Directors within the Group and for setting the scale and structure of their remuneration and the basis of their service contracts. The Remuneration Committee also determines the allocation of share options to employees. 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

Articles of Association
Memorandum of Association

DETAILS OF ANY OTHERS EXCHANGES OR TRADING PLATFORMS

N/A

THE NUMBER OF AIM SECURITIES IN ISSUE

33,305,160 ordinary shares of 6.25 pence.

THE PERCENTAGE OF AIM SECRUITIES NOT IN PUBLIC HANDS

72.38%

THE IDENTITY & PERCENTAGE HOLDINGS OF LARGE SHAREHOLDERS

At 1 May 2008, the Company was aware of the following interests of 3% or more of the issued share capital:

  Ordinary shares
of 6.25p each
No.

 
%
Interest


Gallastico Limited

19,265,274

57.9
James Lugg 4,000,000 12.0


23,265,274

69.9
     

DETAILS OF ANY RESTRICTIONS ON THE TRANSFER OF
AIM SECURITIES

None

MOST RECENT ANNUAL REPORT

Interim Report - 30 September 2008
Reports and Accounts - 2008

all notifications the aim company has made in the
last 12 Months

Date Time Title No.
18-Dec-08 07:00 Half-yearly Report 2658
19-Nov-08 17:48 Holding(s) in Company 2631
02-Jul-08 13:52 Result of AGM 2431
23-May-08 07:00 Preliminary Results 2008 1341V07
01-May-08 16:16 Holding(s) in Company 2106
07-Mar-08 09:32 Director/PDMR Shareholding 2192
06-Mar-08 13:10 Director/PDMR Shareholding 2553
20-Feb-08 10:53 Holding(s) in Company
Correction to notifiable interest
2391
19-Feb-08 15:28 Holding(s) in Company 2634
18-Feb-08 17:25 Holding(s) in Company 2757
       

MOST RECENT ADMISSION DOCUMENT AND CIRCULARS
SENT TO SHAREHOLDERS IN THE LAST 12 MONTHS

Recent Admissions Statement
Capital Reorganisation - October 2005

DETAILS OF NOMINATED ADVISER & KEY ADVISERS

Auditors
Milsted Langdon LLP
Winchester House
Deane Gate Avenue
Taunton TA1 2UH
 
Bankers
Barclays Bank Plc
London Corporate Banking
180 Oxford Street
London W1D 1EA

Stockbrokers
Keith, Bayley, Rogers & Co. Ltd
Finsbury Tower
103-105 Bunhill Row
London EC1Y 8LZ

Registrars
Capita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield HD8 0LA
 
Solicitors
DMH Stallard
6 New Street Square
New Fetter Lane
London EC4A 3BF

Nominated Adviser
Blomfield Corporate Finance Limited
1-3 College Hill
London EC4R 2RA


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.