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Please read our conditions of use carefully as by using the website you will be taken to have agreed to be bound by them. We reserve the right to vary the conditions of use at any time and will post any variations here. You are advised to review the conditions of use on a regular basis as you will be deemed to have accepted variations if you continue to use the website after they have been posted.
Information is published by us on the website and where indicated, by certain third parties. We take every care and precaution to ensure that information published on the website is accurate when posted and regularly updated, but we cannot guarantee its accuracy and we may change the information at any time without notice.
WE PUBLISH THE WEBSITE “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF OUR SITE, THE ACCURACY OF THE INFORMATION OR THE PRODUCTS OR SERVICES REFERRED TO ON THE WEBSITE (IN SO FAR AS SUCH WARRANTIES MAY BE EXCLUDED UNDER ANY RELEVANT LAW) AND MAESTRANO GROUP plc SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGE THAT MAY RESULT FROM USE OF THE WEBSITE AS A CONSEQUENCE OF ANY INACCURACIES IN, OR ANY OMISSIONS FROM, THE INFORMATION WHICH THEY MAY CONTAIN.
The information contained in the website is not an invitation to invest in the shares, or any other products or services or otherwise deal in these or enter into a contract with Maestrano Group plc or any other company. The information provided should not be relied upon in connection with any investment decision.
The past performance of Maestrano Group plc or any other company referred to on the website cannot be relied upon as a guide to its future performance. The price of shares and the income derived from them can go down as well as up and investors may not recoup the amount originally invested.
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These conditions of use are governed by the laws of England and Wales and you agree that the courts of England and Wales shall have exclusive jurisdiction in any dispute. To the extent that any part of these conditions of use is found to be invalid, unlawful or unenforceable by any court of competent jurisdiction such part shall to that extent be severed from the remaining terms all of which shall remain in full force and effect as permitted by law.
04/01/2021
Arden Partners Appointed as NOMAD
22/12/2020
Amendment to Schedule Two paragraph (g) information of CFO Announcement
16/12/2020
Maestrano wins Phase 2 of Innovate UK - Network Rail
03/12/2020
Purchase of Shares by Director
26/11/2020
Maestrano announces contract extension and USA appointment
23/11/2020
Maestrano RN100 Announcement
19/11/2020
Results of Annual General Meeting
18/11/2020
Corridor name change to Cordel
28/10/2020
Quarterly Trading Update: 3 Months Ending 30 September 2020
26/10/2020
Notice of Annual General Meeting, 19 November 2020
26/10/2020
Annual Report & Accounts for year ended 30 June 2020
12/10/2020
Maestrano appoints new Chief Executive Officer
30/09/2020
Directors’ and other shareholdings
29/09/2020
Issue of shares to Airsight vendors
24/09/2020
Purchase of Shares by Directors and Concert Party disposal of Shares
20/08/2020
Nextcore signs joint Distribution Agreement with Acecore Technologies
06/08/2020
Statement re Share Price Movement
27/07/2020
USA Distributor Appointment and Meitetsu Update
22/07/2020
Full Year Unaudited Trading Update
06/07/2020
Partnership Agreement and ARTC Update
29/06/2020
Maestrano wins Innovate UK grant
25/06/2020
Maestrano wins Innovate UK Network Rail competition
18/05/2020
Maestrano appoints Vice President Americas
20/04/2020
Trading Update
13/03/2020
New Directors Announcement
03/03/2020
Director dealing
19/02/2020
Results Announcement Six Months to 31 December 2019 & Trading Update
19/02/2020
Interim Report, 31 December 2019
15/01/2020
Maestrano wins Advanced AI Rail Project in Japan
06/01/2020
Contract win with major Australian rail company
30/12/2019
Result of AGM and Directorate Change
02/12/2019
Annual Report 2019
02/12/2019
Notice of 2019 AGM
29/11/2019
Maestrano wins Australian Government Tender
06/11/2019
Director and other shareholdings
06/11/2019
Board and VP Sales Appointment
01/11/2019
Date of issue of Ordinary Shares
31/10/2019
Result of General Meeting
28/10/2019
Holding(s) in Company
15/10/2019
Maestrano Release of Notice 15 Oct 2019
15/10/2019
Maestrano Circular FINAL
15/10/2019
Maestrano Airsight Presentation
23/09/2019
Conditional acquisition: Airsight Holdings Pty Limited
23/08/2019
CFO Resignation
12/08/2019
Trading Update
15/07/2019
Term Sheet Signed for Potential Acquisition
04/06/2019
Holding(s) in Company
01/05/2019
Trading Update
20/03/2019
Directors Dealings
19/03/2019
Director Dealing
05/02/2019
Results Announcement Six Months to 31 December 2018 & Trading Update
05/02/2019
Interim Report, 31 December 2018
28/01/2019
Maestrano establishes Advisory Board and appoints William Pickup CTO
13/12/2018
2018 AGM Results
13/12/2018
2018 AGM Presentation
03/12/2018
CEO and Managing Director appointment
21/11/2018
Go-live with major US Technology Distributor
15/11/2018
Go-live with major US Bank
08/11/2018
AGM notice RNS
07/11/2018
Chairman Share Purchase
07/11/2018
Notice of 2018 AGM
31/10/2018
Results Announcement FY18
31/10/2018
Annual Report 2018
11/09/2018
Appointment of Deputy CEO
26/07/2018
Trading Update
12/06/2018
Vice President Engineering and key milestone on Australian project
06/06/2018
TR1 Notification of Major Interest in Shares
05/06/2018
TR1 Notification of Major Interest in Shares
04/06/2018
TR1 Notification of Major Interest in Shares
30/05/2018
2018 AGM PresentationMaestrano first day of dealings
29/05/2018
Maestrano Group Intention to Float
Nick Smith
CEO and Executive Director
Nick co-founded Airsight Australia in 2012 and has extensive experience in technology services, hardware, drones, sales, marketing and strategic business development and has proven his ability to lead and operate a diverse, geographically dispersed teams
Ian Buddery
Chairman
Ian has over 30 years of experience across the tech, telecommunications and financial services industries in both local and international markets.
Robert Lojszczyk
CFO and Executive Director
Robert has over 30 years experience as a senior financial manager, including 12 years as Vice President Finance for BHP Billiton and 3 years as CFO of SubZero Group Limited, both listed on the Australian Stock Exchange. He was most recently the Principal of CFO Centre Pty Ltd.
Nick McInnes
Independent Non-Executive Director
Nick has been a United Kingdom diplomat focusing on international trade and investment in such key positions as the British Consul General, Sydney and Director General Trade & Investment for Australia and New Zealand; and Director Trade & Investment USA and Deputy Consul General New York. He is also a former senior executive for Railtrack PLC, a group of companies that owned much of the infrastructure of the British railway system from 1994 until 2002.
Jonathan Macleod
Non-Executive Director - Chair Audit Committee
Jonathan is a practising Chartered Accountant and Financial Adviser with 30 years of experience in the Financial Services and Software industries in NZ & Australia.
John Andrew Davis
Independent Non-Executive Director
John has been working with banks and SMBs for nearly 20 years. Based in London, John was the Marketing and Product Director for Barclays Business from 2005–2010.
Maestrano offers a patented cloud-based platform for master data management and business analytics, together with specialist hardware and software for capturing, analysing and reporting on large datasets within the transport sector, employing sophisticated artificial intelligence algorithms
| Country Of Incorporation | United Kingdom |
| Country Registration Number | 11098701 |
| Main Country Of Operation | Australia |
| Registered Office | 10 John Street, London WC1N2EB, United Kingdom |
| Broker & Nominated Advisor | Arden Partners Plc 125 Old Broad Street, London EC2N 1AR |
| Legal Advisors | Memery Crystal LLP 165 Fleet Street, London EC4A 2DY |
| Auditors | Oury Clark 58 Herschel Street, Slough Berkshire SL1 1PG |
| Share Registrar | Computershare Investor Services Plc The Pavilions, Bridgewater Road, Bristol BS13 8AE, United Kingdom |
There are no restrictions on the transfer of securities.
The Company has received disclosure of interest from, or is aware of, the following holders of more than 3% of the Company’s issued share capital:
| Shareholder Name | Percentage Of Shares |
|---|---|
| Nicholas Smith | 16.70% |
| Aaron Hoye Family Investments Pty Ltd | 16.70% |
| Havenwood Pty Ltd | 6.90% |
| Ian Buddery | 5.90% |
| Foligen Pty Ltd | 5.00% |
| New Highland Pty Limited | 4.90% |
| Octopus AIM VCT | 4.60% |
| Stephane Ibos | 4.00% |
| Arnaud Lachaume | 4.00% |
| Blueflag Holdings Pty Ltd | 3.90% |
| Ashley Cox Investments Pty Ltd | 3.10% |
The Directors acknowledge the importance of high standards of corporate governance and intend, given the Group’s size and the constitution of the Board, to comply with the principles set out in the QCA Corporate Governance Code published by the Quoted Companies Alliance in April 2018 (the “QCA Code”) and, where it does not comply with any of its recommendations, to explain the reasons therefor.
In the Board’s opinion, the Group currently complies with the ten principles of the QCA Code which, together, are designed to deliver growth, maintain a dynamic management framework and build trust.
As the Group expands, the Board will review its corporate governance framework and will consider adoption of additional principles and practices including from the UK Corporate Governance Code 2018 published by the Financial Reporting Council (the “UK Corporate Governance Code”).
The Company’s Corporate Governance Statement of Compliance was reviewed on 24 September 2020.
Read more in our Corporate Governance Statement of Compliance with the QCA Corporate Governance Code
The Board comprises of six Directors, three of whom are Executive Directors and three of whom are Non-Executive Directors, including the Chairman, reflecting a blend of different experiences and backgrounds.
The Board considers that John Davis and Jonathan Macleod are independent within the meaning of the UK Corporate Governance Code. The Board believes that the size and composition of the Board is appropriate given the size and stage of development of the Group and that the Directors brings a desirable range of skills and experience in light of the Group’s challenges and opportunities, while at the same time ensuring that no individual (or a small group of individuals) can dominate the Board’s decision making.
The Board is responsible for the overall management the Group and, save for those matters reserved for committees of the board, all matters pertaining to the overall management of the Group and the measurement and review of its performance are reserved for the Board. The Board will meet monthly and otherwise on an as required basis, to review, formulate and approve the Group’s strategy, budgets, corporate actions and oversee the Group’s progress towards its goals.
The key procedures which the Board intends to establish with a view to providing effective internal financial control include the following:
- a monthly management reporting process to enable the Board to monitor the performance of the Company;
- the Board has adopted and reviewed a comprehensive annual budget for the Company. Monthly results will be examined against the budget and deviations will be closely monitored by the Board; and
- the Board is responsible for maintaining and identifying major business risks faced by the Company and for determining the appropriate courses of action to manage those risks.
The Company has established an Audit Committee and a Remuneration Committee, each with formally delegated duties and responsibilities and with written terms of reference. At this stage of the Company’s development the Board does not consider it appropriate to establish a Nominations Committee and the Board will take decisions regarding the appointment of new directors as a whole, following a thorough assessment of a potential candidate’s skill and suitability for the role. The merits of constituting a separate nominations committee will be kept under review.
The Audit Committee has the primary responsibility for monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet not less than two times in each financial year and will have unrestricted access to the Group’s external auditors. The members of the Audit Committee shall include two Non-Executive Directors, Jonathan Macleod (as chairman) and John Davis and one Executive Director, Craig Holden, CFO.
The Remuneration Committee will be responsible for determining and agreeing with the Board the framework or broad policy for the remuneration of the Chief Executive Officer, the chairman of the Board (where executive) and such other members of the executive and senior management as it is designated to consider. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee will meet as and when necessary, but at least twice each year. The members of the Remuneration Committee shall include two Non-Executive Directors, John Davis (as chairman) and Jonathan Macleod.
At the current stage of the Group’s development, assessment of the Board’s performance and that of its committees will be undertaken by the Board as a whole, led by the Company’s Chairman. Although the Company has no formal procedure for measuring the effectiveness of the Board, the Board will be carefully reviewing its effectiveness and the need to refresh its membership by reference to financial performance, adherence to budgets and the overall growth of the Group and taking account of the opinions and insights of its auditors, Nominated Adviser, broker, legal and other advisers. The method of assessing Board effectiveness and performance will be reviewed on a continuing basis.
The Company is committed to ensuring that the Group operates according to the highest ethical standards for which the Board has primary responsibility. The Directors believe that the main determinant of whether a business behaves ethically and with integrity is the quality of its people. As the Board currently fulfills the responsibilities that might otherwise be assumed by a Nominations Committee, the Directors have responsibility for ensuring that individuals employed by the Group demonstrate the highest levels of integrity. In addition, the Group has a formal Bribery and anti-corruption policy and a Share Dealing Policy.
The Group has a robust anti-bribery and anti-corruption policy which applies to the Board, all employees of the Group and persons associated with the Group (such as consultants, contractors or agency staff), requiring them to observe and uphold a zero tolerance position on bribery and corruption, as well as providing guidance on how to recognise and deal with bribery and corruption issues and their potential consequences, while preserving acceptable boundaries of corporate hospitality and entertainment. The Company expects all employees and persons associated with the Group to conduct their day-to-day business activities in a fair, honest and ethical manner, be aware of and refer to this policy in all of their business activities worldwide and to conduct business on the Group’s behalf in compliance with it. Management at all levels are responsible for ensuring that those reporting to them, internally and externally, are made aware of and understand this policy.
The Company has adopted a share dealing policy regulating trading and confidentiality of inside information for persons discharging managerial responsibility (“PDMRs”) and persons closely associated with them which contains provisions appropriate for a company whose shares are admitted to trading on AIM. The Company takes all reasonable steps to ensure compliance by PDMRs and any relevant employees with the terms of that share dealing policy.
The Company will communicate with Shareholders and the market generally using a Regulatory Information Service provider for regulatory news releases which, in accordance with AIM Rule 26, will be available on the Company’s website along with interim and annual accounts, shareholder notifications and other corporate governance material for at least the last five years. Shareholder votes will be notified and kept on the website in a clear and transparent manner.
Shareholders will have the opportunity to meet Board members at general meetings and there may be other opportunities such as investor meetings and presentations and webcasts at which shareholders and stakeholders will be able to ask questions of management.
The primary responsibility for communication with shareholders lies with the Chairman who may be contacted via the following email address: investors@abovedigital.agency
The Board believes that other than shareholders, the Group’s key stakeholders are the Group’s staff and customers. Given the size of the Group, all matters relating to customers and key employees are dealt with at Board level.