AIM Rule 26
The following information is disclosed in accordance with Rule 26 of the AIM Rules.
Description of Business
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Country of Incorporation
Helium One Ltd is a British Virgin Islands based holding company incorporated in September 2015, with company number 1888591 and registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
Main Country of Operation
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Details of other exchanges
Helium One is quoted on the London Stock Exchange (AIM).
Helium One is quoted on the OTCQB Market (HLOGF).
Number of Aim Securities
As at 31 December 2022 – 820,279,002 shares in issue.
Shares in issue but not in public hands – 1.9%.
Details of any restrictions on the transfer of securities
Company’s Annual Accounts
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Company’s Admission Document
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Corporate Governance Code
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Helium One Corporate Governance Principles
Last updated 23 January 2023
Board / Directors
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The Directors recognise the importance of sound corporate governance and intend that the Group will comply with QCA Code.
The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions.
The Group has established the following committees of the Board with formally delegated duties and responsibilities.
Audit and AIM Compliance Committee
The Audit and AIM Compliance Committee has primary responsibility for monitoring the quality of internal controls, ensuring 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 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 no less than twice each year and will have unrestricted access to the Group’s auditors.
The Audit Committee comprises the three independent non-executive Directors Sarah Cope, James Smith and Robin Birchall with Sarah Cope as Chair of the committee.
The Remuneration Committee reviews the performance of executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The Remuneration Committee will meet at least once each year.
The Remuneration Committee comprises the three independent non-executive Directors James Smith, Ian Stalker and Sarah Cope with James Smith as Chair of the committee.
The Nomination Committee is appointed by the Board to assist the Company and the Board in fulfilling their respective corporate governance responsibilities under applicable laws, to promote a culture of integrity throughout the Company and to assist the Company in identifying and recommending new nominees for election to the board. The Nomination Committee will meet at least twice a year.
The Nomination Committee comprises the three non-executive Directors, Ian Stalker, Sarah Cope and James Smith with Ian Stalker as Chair of the committee.
Helium One Global Ltd is not incorporated in the United Kingdom (“UK”) and the rights of shareholders may be different from the rights of shareholders in a UK incorporated Company. Shareholders should refer to the Company’s constitutional documents for further details.
UK City Code on Takeovers and Mergers
Helium One is incorporated in the BVI and it is not treated by the Takeover Panel as resident in the UK, the Channel Islands or the Isle of Man and therefore it is not subject to the Takeover Code. However, the Company has incorporated certain provisions in its Articles of Association which are broadly similar to those of Rule 9 of the Takeover Code, further details of which are contained in paragraph 6.3 of Part VI of the Company’s recent Admission Document published on 16 November 2020.
It should however be noted that as the Takeover Panel will have no role in the interpretation of these provisions, Shareholders will not be afforded the same level of protection as is available to a company subject to the Takeover Code which now has the effect of law for those companies within its jurisdiction.
Details of Key advisers
Ian Stalker (Chairman)
David Minchin (Chief Executive Officer)
Russel Swarts (Finance Director)
Robin Birchall (Non-Executive Director)
Sarah Cope (Senior Independent Non-Executive Director)
James Smith (Independent Non-Executive Director)
Vistra Corporate Services Centre
Wickhams Cay II
British Virgin Islands
Helium One Global Ltd
7 Bell Yard
London WC2A 2JR
Tel: +44 (0) 20 3582 1014
Peterhouse Capital Limited
10 Lower Thames Street
London EC3R 6AF
Tel: +44 (0) 20 7469 0930
NOMAD and Joint Broker
Ropemaker Place, Level 12
25 Ropemaker Street
London EC2Y 9LY
Auditors and Reporting Accountants
PKF Littlejohn LLP
15 Westferry Circus
Solicitors to the Company – UK Law
Hill Dickinson LLP
The Broadgate Tower
20 Primrose Street
London EC2A 2EW
Solicitors to the Company – Tanzanian Law
2nd Floor, Kilwa House
369 Toure Drive
14111 Dar es Salaam
Solicitors to the Company – BVI Law
171 Main Street
PO Box 92, Road Town
British Virgin Islands
Tavistock Public Relations
London EC3V 3NR
Tel: +44 (0) 20 7920 3150
SRK Consulting (Australasia) Pty Ltd
200 Mary Street
Brisbane QLD 4001
Computershare Investor Services plc
Bristol BS99 6ZZ
Tel: 0370 702 0000