AIM Rule 26
This section of the website contains information required to be disclosed by rule 26 of the AIM Rules for Companies. The Company does not intend documents posted or referred to in this section of the website to be used for any purpose beyond fulfilling its obligations under rule 26.
Any such documents may contain information which has become out of date, and accordingly no reliance should be placed on the information or opinions contained in any such document or on its completeness and no undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any of its directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in any such document and no responsibility or liability is accepted by any of them for any such information or opinions. In addition, none of such documents constitutes or forms part of, any offer or invitation to sell, allot or issue or any solicitation of any offer to purchase or subscribe for any securities, nor shall it (or any part of it) or the fact of its publication form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment for securities. The distribution of any such document in other jurisdictions may be restricted by law and therefore persons into whose possession any such document comes should inform themselves about and observe any restriction.
This page was last updated: 26 May 2022
The Quoted Companies Alliance Corporate Governance Code (2018) (the “QCA Code”)
The Board recognises the importance of good corporate governance and have chosen to apply the QCA Code. The QCA Code was developed by the Quoted Companies Alliance (the “QCA”), the independent membership organisation that champions the interests of small to mid-size quoted companies, in consultation with a number of significant institutional small company investors, as a suitable corporate governance code applicable to AIM companies.
As stated by the QCA, good corporate governance is about “having the right people (in the right roles), working together, and doing the right things to deliver value for shareholders as a whole over the medium to long-term”. This is achieved through a series of decisions made by the Board, which needs to be kept dynamic, diverse and engender a consistent corporate culture throughout the Iofina group of companies (the “Group”).
Our values are based on “Doing the right thing” for our customers, people, suppliers and shareholders. The Board believes this is vital to creating a sustainable, growing business and is a key responsibility of the Group. This culture supports the Group’s objectives to grow the business through acquiring and retaining customers. It is the Board’s job to ensure that the Group is managed for the long-term benefit of all shareholders, with effective and efficient decision-making. Corporate governance is an important part of that job, reducing risk and adding value to our business.
The Board has adopted the QCA Code in line with the London Stock Exchange’s recent changes to the AIM Rules requiring all AIM-quoted issuers to adopt and comply with a recognised corporate governance code. To see how we address the key governance principles defined in the QCA Code please click the ‘Iofina QCA Code’ link below.
Further information on compliance with the QCA Code will be provided in the Group’s next annual report.
The Board has established audit and remuneration committees.
The audit committee receives and reviews reports from the management and the external auditors of the Group relating to the annual and interim accounts and the accounting and internal control systems of the Group. The audit committee has unrestricted access to the Group’s external auditors. The audit committee of the Company, is comprised of Lance J Baller, J. Frank Mermoud, Mary C. Fallin, and Dr. William D. Bellamy, and is chaired by Mr. Lance J Baller.
The remuneration committee sets and reviews the scale and structure of the Executive Directors’ and senior management’s remuneration and the terms of their service contracts with due regard to the interests of shareholders. The remuneration committee of the Company, is comprised of Mr. Lance J Baller, J. Frank Mermoud, and Dr. William D. Bellamy, and is chaired by Dr. William D. Bellamy.
The remuneration and terms and conditions of appointment of the Non-Executive Directors are set by the board. No director or member of the senior management is permitted to participate in discussions or decisions concerning his own remuneration.
The Company has adopted a model code for dealing in Ordinary Shares by Directors and employees which is appropriate for an AIM-quoted company
1. BUSINESS DESCRIPTION
A description of Iofina’s business can be accessed here
2. COMPANY’S DIRECTORS
The names and brief biographical details of Iofina’s directors can be accessed here
3. CORPORATE GOVERNANCE
A brief description of the responsibilities of the members of the board of directors, the corporate governance committees and the executive committee, together with their terms of reference can be accessed here
Iofina plc is a company incorporated in England and Wales under the Companies Act 1985 with company no. 05393357. The Company’s shares are admitted to trading on AIM. As a result, Iofina plc is subject to the UK’s City Code on Takeovers and Mergers.
The address of the registered office is:
48 Chancery Lane
London WC2A 1JF
(c/o Keystone Law; Attn: Simon Holden)
The nature of the group’s operations and its principal activity is exploration, development and production of iodine and natural gas principally in the United States of America.
5. CONSTITUTIONAL DOCUMENTS
A copy of the Company’s articles of association can be accessed here
6. SHARES IN ISSUE
As at 8 April 2022, Iofina had in issue 191,858,408 ordinary shares of 1 pence each in the Company (“Ordinary Shares”). No shares are held in treasury. The figure of 191,858,408 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules. In so far as the Company is aware, the percentage of Ordinary Shares not in public hands was 20.68%
7. MAJOR SHAREHOLDING
The Company is aware of the following shareholders holding 3% or more of the issued share capital of the Company as at 31 March 2022:
|Hargreaves Lansdown, stockbrokers (EO)||13.65%|
|Interactive Investor (EO)||13.33%|
|David & Monique Newlands||7.46%|
|Barclays Smart Investor (EO)||4.43%|
|AJ Bell, stockbrokers (EO)||3.47%|
|HSDL, stockbrokers (EO)||3.24%|
|JM Finn, stockbrokers||3.09%|
**shares held as of 26 May 2022 as described via a TR-1 notification
8. SHARE RESTRICTIONS
There are no restrictions on the transfer of Iofina’s shares.
9. EXCHANGE/TRADING PLATFORMS
The securities of Iofina are traded on the AIM market operated by the London Stock Exchange plc.
Its shares have not been admitted, nor have any applications been made, for any of its shares to be admitted or traded on any other exchanges or trading platform.
10. FINANCIAL REPORTS
All published annual reports and interim reports can be accessed here
11. ALL NOTIFICATIONS MADE BY US IN THE LAST 12 MONTHS
A copy of the Company’s last 12 months of press releases can be accessed here
12. ADMISSION DOCUMENT
A copy of the Company’s admission document dated 2 May 2008, can be accessed here
A list of the Company’s advisors can be accessed here
8480 East Orchard Road, Suite 4900
Greenwood Village, Colorado 80111
+1 303-222-1201 fax