AIM Rule 26

The information below is disclosed in accordance with AIM Rule 26, and was updated on 22/07/2021

The Company: Zenova Group Plc

Registered Office: 9-13 St Andrew Street, London, EC4A 3AF

Company Number: 13403221

Country of Incorporation: The Company was incorporated and registered in England and Wales on 17 May 2021 as a private limited company under the name of Zenova Group Limited. The Company changed its name to Zenova Group Plc on 15 June 2021.

Country of Operation: The Company operates in the UK.

UK City Code on Takeovers and Mergers: The UK City Code and Takeovers and Mergers applies to the Company.

Description of Business

The genesis of Zenova Group Plc (the “Company”) was founded in January 2020, bringing cutting edge innovation to the world of fire safety and insulation. Driven by the same aim to reform the landscape of fire safety in an industry which hadn’t seen any technological advancement for more than five decades, Tony Crawley and the technical team developed the ideas for the current Zenova products.

The first products developed were the fire paint, Zenova FP and the fire extinguishing fluid, Zenova FX. The core premise of these products is what led the way for the rest of the Zenova brand: more effective and simple-to-use products that were also environmentally friendly and non-toxic.

The first two ground-breaking fire protection products caught the attention of Dr Etrur Albani. Realising the far-reaching benefits of the innovation behind the Zenova products, he joined the company and helped it to expand into the insulation space, leading to the development of the insulating paint and render, Zenova IP and Zenova IR.

The growing need for the Zenova products in the fire protection and insulation industry was immediately apparent. As the Zenova team continued to work towards further innovations to tackle and prevent fires, expanding into patent-pending hardware technology, the demand for Zenova’s cutting-edge products was already racing in. With the ever-increasing scrutiny facing the fire prevention sector, certification was crucial to meet this interest from the highly regulated world of building safety and so in December 2020, Zenova began the process of gaining global certification for its products via independent accredited lab testing.

Zenova has grown into a company with the latest technology available in fire safety and thermal insulation, offering products that save on many levels – life, property, & energy. Zenova is currently in the process of securing further investment to expand the reach to global markets as well as to fund its continued R&D, ensuring the company remains ahead of the curve with pioneering technology.

The Company is the holding company of the Group. The Company`s principal subsidiaries are:

COMPANY NAME

PRINCIPAL ACTIVITY

COUNTRY OF INCORPORATION

PERCENTAGE OWNERSHIP

Zenova Ltd

Development of fire safety and temperature management products

England & Wales

100%

Zenova Distribution Ltd

Distribution and wholesale

England & Wales

100%

Board of Directors

Don Nicolson, Non-Executive Chairman

Don is a senior business leader with more than 35 years’ experience in a range of business sectors, both UK and internationally, including oil, gas and natural stone. During this time, he has held multiple board roles, executive and non-executive, in both publicly listed and private companies. Don spent 26 years at BP where senior roles included Director North Sea where he was accountable for a multi-billion US dollar turnover and workforce of c.2000; Chief of Staff to BP’s CEO (E&P); Vice President BP Alaska and Vice President BP Canada. Recent roles included Chairman and interim CEO for Levantina Natural Stone Company headquartered in Spain and E&P Advisory Board member for SSE plc, a FTSE 100 company. He is currently an Independent Non Executive Director for Scirocco Energy plc and a Senior Advisor to AIM listed Fox Marble Holdings plc.

Tony Crawley, Chief Executive Officer

Tony founded Zenova having gained significant experience in senior roles in growing companies within Construction and Fire Safety. He was Managing Director of Fripura Sales Ltd where he was responsible for setting up logistics, manufacturing and sales operations throughout Europe and Canada. Tony began his career as an electrical contractor which culminated in his appointment as Chairman of a national contracting company with over 150 employees and generating revenue in excess of £18 million.

Dr. Etrur Albani, Executive Vice Chairman

Etrur is a serial entrepreneur who has held many leadership roles in both start-up and established businesses, he is experienced in turn-around management and strategic development. In 2003 he joined Post and Telecom of Kosova as Manager for Strategic Planning, he then moved to Director of Strategic Planning and Development before appointment as Managing Director where he has been responsible for significant restructuring and growth. Etrur holds a Ph.D. and has completed the Oxford Strategic Leadership Course at Said Business School.

Thomas Melchior, Finance Director

Thomas has significant senior leadership experience having held several directorships with companies across the globe including CFO at CWC Maldives/Dhiraagu, COO at PTK Kosovo, CEO of Horizon Remote Services Pvt. Ltd and CFO of Swisscom International India/Essar Cellphone. Recently he has focused on start-up companies and acts as CFO and strategic consultant for Whitefield GmbH (Zurich) and DogData OU (Estonia). He holds an MBA from the University of Rochester and a Federal Diploma in Business Administration from Zurich Business School. Thomas is based in Switzerland but will spend as much time as is required by the board to fulfil his duties as Finance Director of the Group.

Alain Gottesman, Independent Non-Executive Director

Alain is a senior strategic adviser with experience working with multinational companies ranging in size from start-ups to large public companies such as Denton’s Advisory, Guidry Libya Port Susah Advisory and Gulf Islamic Investment Dubai Advisory. Alain also worked with the Saudi Arabian Office of the Crown Prince regarding a desalination project in 2018. He has been involved in numerous equity capital raisings and M&A transactions as a director, adviser, and investor around the world, living in the USA for more than 10 years and eight years in Australasia, Japan, Hong Kong and Singapore. Alain’s experience includes Director of M&A at Strand Partners Investment Bank, CEO of Subsidiaries at Schlumberger Smart Cards & Terminals and Citizen Japan Vice President to Tokyo Office.

Fiona Rodford, Independent Non-Executive Director

Fiona is a People and Transformation Director with extensive experience of business transformation in both public and private organisations across a wide range of sectors such as Retail, Banking and Manufacturing. She has successfully demonstrated significant business improvements and culture change in large complex businesses including Thomas Cook, Alliance & Leicester, BAA, TUI, Fenwick. Having held a number of Executive Directorships in large PLCs Fiona has set up her own business and works with CEOs and Executive teams, taking a key role to help deliver substantial transformation projects. Fiona is on the Trustee Board of Pilotlight.

Advisors and Secretary

Nominated Adviser

SPARK Advisory Partners Limited

5 St. John`s Lane

London

EC1M 4BH

Broker

Brandon Hill Capital Limited

Acre House, 11/15 William Road

London

NW1 3ER

Legal Advisers

Rosenblatt Limited

9-13 St Andrew Street

London

EC4A 3AF

Reporting Accountant and Auditors

PKF Littlejohn LLP

15 Westferry Circus

Canary Wharf

London

E14 4HD

Registrar

Neville Registrars Limited

Neville House

Steelpark Road

Halesowen

B62 8HD

Company Secretary

Orana Corporate LLP

Eccleston Yards

25 Eccleston Place

London

SW1W 9NF

 

Share Information

AIM Symbol: ZED

Index Market: AIM.

The Company is not listed on any other exchanges or trading platforms.

ISIN Number: GB00BNVVH568

Number of AIM Securities in Issue: 93,384,053

Percentage of shares not in public ownership: 57.39%

Substantial and Significant Shareholders

Shareholder/Group

Amount

Percentage, %

Motus Distribution Limited

12,350,000

13.22%

Linden Holdings (Malta) Limited

11,750,000

12.58%

Shard Capital Partners LLP

11,052,631

11.84%

1291207 B.C. Ltd

5,405,000

5.79%

1291211 B.C. Ltd

5,405,000

5.79%

Tony Crawley

4,935,000

5.28%

Dr Etrur Albani

4,700,000

5.03%

Paul Williamson

4,700,000

5.03%

Rockmasters Limited

4,350,000

4.66%

Matthew Perry

4,230,000

4.53%

Amati Global Investors Limited

3,947,368

4.23%

Lumen Holdings Limited

3,000,000

3.21%

There are no restrictions on the transfer of securities.

Corporate Governance

The Board is accountable to the Company’s shareholders for good corporate governance and it is the objective of the Board to attain a high standard of corporate governance. The Board has adopted the Quoted Companies Alliance Corporate Governance Code (QCA Code) and the Corporate Governance Statement sets out how the Group complies with the 10 Principles of the QCA Code. The QCA Code can be found here.

Share Dealing Code

The Company has adopted, with effect from Admission, a share dealing code for the Directors and certain employees, which is appropriate for a company whose shares are admitted to trading on AIM (particularly relating to dealing during close periods in accordance with Rule 21 of the AIM Rules for Companies). The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of that share dealing code.

Anti-bribery and Corruption Policy

One of Zenova Group Plcs (the “Company”) core values is to uphold responsible and fair business practices. The Company is committed to promoting and maintaining the highest level of ethical standards in relation to all of its business activities. The Company’s reputation for maintaining lawful business practices is of paramount importance and this Policy is designed to preserve these values. Zenova Group Plc therefore has a zero-tolerance policy towards bribery and corruption and is committed to acting fairly and with integrity in all of its business dealings and relationships and implementing and enforcing effective systems to counter bribery.

The Anti-bribery and Corruption Policy can be found here.

The Audit and Risk Committee

The Audit and Risk Committee will be chaired by Don Nicolson and its other members are Fiona Rodford and Alain Gottesman, the majority of whom are independent non-executive directors. The Audit and Risk committee is expected to meet formally at least two times 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 and its role 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. The Audit and Risk Committee shall have unrestricted access to the Company’s auditors.

The Term of Reference of the Audit and Risk Committee can be found here.

The Remuneration Committee

The Remuneration committee is chaired by Fiona Rodford and its other members are Don Nicolson and Alain Gottesman, the majority of whom are independent non-executive directors. The CEO and Finance Director will attend committee meetings as observers. The remuneration committee is expected to meet not less than once a year and at such other times as required. It will have responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s chief executive, Chairman, and the executive directors, the company secretary, senior managers and such other members of the executive management as it is designated to consider. The remuneration committee will also have responsibility for determining (within the terms of the Company’s policy and in consultation with the Chairman of the Board and/or the chief executive officer) the total individual remuneration package for each executive director, the company secretary and other designated senior executives (including bonuses, incentive payments and share options or other share awards). The remuneration of non-executive directors will be a matter for the Chairman and executive directors of the Board. No director or manager will be allowed to partake in any discussions as to their own remuneration. In addition, the remuneration committee will have the responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning. It will also have responsibility for recommending new appointments to the Board.

The Term of Reference of the Remuneration Committee can be found here.

The Nomination Committee

The Nomination Committee is to comprise of Don Nicolson and Fiona Rodford, with Alain Gottesman as chair of the committee. The Nomination Committee’s main functions in relation to nominations will include, among other things, giving consideration to succession planning for Board members; identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise; evaluating the balance of skills, knowledge and experience on the Board; regularly reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and making recommendations to the Board with regard to changes; reviewing the leadership needs of the Group, both executive and non-executive, with a view to ensuring the continued ability of the Group to compete effectively in the marketplace; and making recommendations to the Board about the re-appointment of any Non-Executive Director at the conclusion of their specified term of office or retiring.

The Term of Reference of the Nomination Committee can be found here.

Admission Document