AIM Rule 26

AIM Rule 26

The following information is disclosed in accordance with Rule 26 of the AIM Rules which govern companies listed on the London Stock Exchange’s AIM market.

Last reviewed: 9 April 2025

AIM Admission Document

Click here to view the admission document.

Description of the Business

Click here for a description of our business.

Board of Directors

Click Here to to read our directors’ biographies.

Directors’ Responsibility

The Board is responsible for overseeing strategic and operational decisions for the Group. It continually reviews financial performance and commercial success for the group and works collectively to ensure the Company’s direction is aligned with the interests of shareholders and stakeholders.

Corporate Governance

The Board recognises the importance of sound corporate governance and has adopted The QCA Corporate Governance Code as published by the Quoted Companies Alliance as they consider appropriate for the Company’s size, nature, stage of development and resources.

All AIM companies must provide details on their website of the recognised code that the company has decided to apply, how it complies with that code and where it departs from this, an explanation of the reasons for doing so.  Click Here to see how the company complies with the QCA Code.

The company has established an audit committee and a remuneration committee with formally delegated duties and responsibilities and with written terms of reference. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises. Due to the size of the Company, the Board has decided that issues concerning the nomination of directors will be dealt with by the Board rather than by a specific nomination committee. In view of Mark Hodgkins role as executive chairman of the Company, Wasim ‘Woz’ Ahmed has been appointed as the senior independent director.

Audit committee

The audit committee is chaired by David Tilston and its other members are Woz Ahmed and Stephen Brindle, all of whom are independent non-executive directors. The audit committee is expected to meet formally at least twice a year and otherwise as required. It will have the responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed. Its role also includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors, and advising on the appointment of external auditors.

Remuneration committee

The Remuneration Committee comprises of all Non-Executive Directors of the Company whom are all independent. The Remuneration Committee will review the performance of the executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. Under its terms of reference, the Remuneration Committee is required to meet at least twice a year and is responsible for ensuring that the Company can recruit and retain Executive Directors, officers and other key employees who are fairly rewarded (which extends to all aspects of remuneration) for their individual contribution to the overall performance of the Group. No director will be allowed to partake in any discussions as to their own remuneration.

Country of Incorporation and Main Country of Operation

Ensilica PLC is incorporated and registered in England & Wales under the Companies Act 2006 with registered number 04220106.  The Company’s main country of operation is the UK.

Articles of Association

Click Here to view the Articles of Association.

Takeover Code

The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code is normally required to make an offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, an offer will normally be required if any further interests in shares carrying voting rights are acquired by such person or any person acting in concert with that person.

An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

Details of Exchanges

Ensilica’s shares are traded on the AIM market of the London Stock Exchange only.

Securities in Issue

Click Here for the identity and percentage holdings of our significant shareholders as well as the information on the number of securities in issue.  There are no restrictions on the transfer of the Company’s AIM securities.

Financial Reports

  • Click here to view our latest financial reports.

Shareholder Information

Announcements

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