AIM Rule 26

This document last revised on October 6 2016.

Please click here to read Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

What is Rule 26?
Rule 26 is the requirement that companies listed on the Alternative Investment Market (AIM) have a website detailing specific company financial and governance information. The following section answers specific questions relating to AIM Rule 26.

Audioboom Group plc (“Audioboom” or the “Group”) was incorporated as The Off-Plan Fund Limited, with limited liability in Jersey under the Companies (Jersey) Law with registered number 85292 on 22 April 2003.

The Company changed its name to Cholet Investments plc in 2011 and then to One Delta plc in 2012. It became Audioboom Group plc on 20 May 2014.

The Group’s main country of operation is the United Kingdom and its registered office is:

PO Box 264
Forum 4
Grenville Street
St Helier
Jersey
JE4 8TQ

Subsidiaries:
Audioboom Limited (UK)
Audioboom Inc (USA, Maryland)
Audioboom Pty Limited (Australia)

As the Group is not incorporated in the UK, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

A description of the company’s business:

The Group’s main business is that of its wholly-owned subsidiary, Audioboom Limited (referred to as audioBoom). The Audioboom product is a social media, software as a service-based digital audio platform which allows professional and amateur content producers to create and broadcast largely non-musical audio content.

Users listen to content via
(i) the Audioboom app or website;
(ii) embedded Audioboom proprietary software within the Channel Partner’s website or
(iii) social media sites such as Twitter and Facebook.

Names, and biographies for each director of the company:

Malcolm Wall: Chairman
Malcolm has worked across the media spectrum in the UK and overseas. He has been CEO, Content at Virgin Media, CEO of Abu Dhabi Media, COO of UBM plc and held a number of senior roles within ITV companies. Malcolm is the Chairman of Disciple Media Ltd, Imaginarium Ltd and Dock 10 (the Media City production facility). He is a non-executive director of the international film fund, Image Nation, and of Eagle Eye Solutions Group plc, a leading digital consumer engagement provider.

Robert ProctorChief Executive
Prior to joining Audioboom in September 2012, Rob was COO of US social media platform Reality Digital, Inc. for four years, with clients such as Sony Pictures, YouTube, MTV and ITV. He was also Senior Vice President International for Adify Corporation, a US provider of online advertising to networks and advertising agencies. From 1996 to 2001, he was founder and CEO at Simply Internet Limited which he grew to be one of the world’s largest public internet access companies employing over 700 people.

David McDonagh: CFO
David joined Audioboom as Chief Financial Officer in May 2015. He previously worked at WideOrbit, a leader in premium broadcast technology and the largest sell-side processor of premium advertising in the world. Previously he was with Apple for six years, with roles including Head of EMEA Finance iTunes and EMEIA Controller for iPhone

Jason MackayNon-Executive Director
Jason has extensive experience in the financial markets having worked for 11 years at UBS and Morgan Stanley, most recently as a Managing Director in Morgan Stanley’s equity business. Jason was also co-head of hedge fund GLG’s UK equity business for 7 years, responsible for managing $3bn of assets. Over the last 4 years Jason has founded several property businesses and invested in and helped numerous small companies.

Roger MaddockNon-Executive Director
Roger has worked in the finance industry in Jersey since 1981, specialising in fund administration. He was a partner in a local chartered accountancy practice and a director of Worthy Trust Company Limited until it was sold to Allied Irish Banks (CI) Limited in 1999 where he was a director of that bank’s trust and fund administration companies until 2001. He was the Managing Director of Equitilink International Management Limited and a director of several of the underlying funds of the group. Roger holds a number of directorships of fund management and investment companies.

Steven Smith: Non-Executive Director
Steven joined the Board in August 2016. He qualified as a Chartered Accountant at BDO and subsequently as a Chartered Tax Adviser whilst at KPMG. He has held a number of senior financial positions at large public and private businesses. Steven has been a close adviser to the Candy Brothers for 15 years and currently runs one of their private investment funds.

Committees

Audit Committee
The Group’s audit committee comprises Roger Maddock (Chairman) and Jason Mackay.

Remuneration Committee
The Group’s remuneration committee comprises Malcolm Wall (Acting Chairman) and Michael Cooper.

Constitutional Documents
The Group’s constitutional documents can be found by clicking the links below:
One Delta Memorandum & Articles as of 31st March 2011 (PDF)
Name Change of One Delta to Audioboom PLC, 19th May 2014

Details of other exchanges or trading platforms
The Group’s securities are admitted to trading on AIM. The Group’s securities are not admitted to or traded on any other exchange or trading platform.

The known percentage of AIM securities that are not in public hands and the identity and holdings of significant shareholders (such information to be updated at least every 6 months): The Group has in issue 638,021,678 ordinary shares of no par value, of which 15.6% are not in public hands for the purposes of the AIM Rules.

Significant shareholders* (last revision: October 6, 2016)

Nick Candy

 

12.7%

Slovar Limited

 

6.9%

CGWL Nominees Limited GC1 Acct

 

3.3%

UBS Private Banking Nominees Limited Mainpool Acct

 

3.2%

* Holdings of under 3% are not listed.

Country of incorporation and main country of operation:
Audioboom Group Plc was incorporated in Jersey and operates internationally; its subsidiary Audioboom Ltd is based in the UK, with a small US operating company Audioboom Inc registered in Maryland, USA.

Information regarding other exchanges / trading platforms that the AIM company has applied / agreed to have its securities (stock or bonds) admitted / traded:
Audioboom Group Plc shares are admitted to trading on AIM, the Alternative Investment Market of the London Stock Exchange. The Group’s securities are not admitted to or trading on any other exchange or trading platform.

Corporate Governance Code
The Directors are committed to maintaining high standards of corporate governance and, in so far as is practicable and appropriate given the Company’s size and nature, ensuring that the Company is in compliance with the Quoted Companies Alliance (“QCA”) Corporate Governance Code for Small and Mid-Size Quoted Companies (the “Corporate Governance Code”).

The Company has adopted the Share Dealing Code for the Directors, Proposed Directors, future directors and key employees and will take steps to ensure compliance by the Board and any relevant employees with the terms of the Share Dealing Code.

The Directors have implemented such corporate governance procedures and established such committees of the Board, including audit and remuneration committees, as they believe are required for the Board to comply with the terms of the Corporate Governance Code, in so far as is appropriate for a company of its size.

The Directors have established financial controls and reporting procedures which are considered appropriate given the size and structure of the Company. These controls will be reviewed as the business develops.

Restrictions:
There are no restrictions on the transfer of the Group’s securities

Report and Accounts
The Group’s most recent report and accounts can be found by clicking the link below:
2015 Audioboom Group plc Annual Report and Financial Statements

Notifications:
All notifications can be found via
londonstockexchange.com

Admission Document:
The Group’s most recent admission document can be found by clicking the link below:
14 May Admission Document

Details of the NOMAD (Nominated Advisors) and key company advisors (brokers, accountants, lawyers and PR/IR firms):

Nomad and Broker
Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London EC2Y 9LY

Solicitors to the Company as to English Law
Fladgate LLP
16 Great Queen Street
London
WC2B 5DG

Solicitors to the Company as to Jersey Law
Carey Olsen 47 Esplanade St Helier
Jersey
JE1 0BD

Auditors
haysmacintyre
26 Red Lion Square
London
WC1R 4AG

Bankers
Royal Bank of Scotland International plc
Royal Bank House
PO Box 64
71 Bath Street
St Helier
Jersey
JE4 8PJ

Bank Account Services
SG Hambros Bank Limited of Norfolk House,
31 St James’s Square,
London, SW1Y 4JR

Registrars
Capita Registrars (Jersey) Limited
12 Castle Street
St Helier
Jersey
JE2 3RT

Financial PR
Hudson Sandler,
29 Cloth Fair,
London,
EC1A 7NN

This website is owned and updated directly by Audioboom Group plc.

Full details of AIM Rule 26 are available at the following website under Part 1 AIM Rules, index number 26:
www.londonstockexchange.com/companies-and-advisors/aim/advisers/rules/aim-rules-for-companies.pdf

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