Investor Relations

MediaZest Plc was admitted onto AIM on 22/02/05 and acquired TouchVision Ltd in September 2005, to become the design and engineering arm of the Group. TouchVision Ltd was subsequently renamed MediaZest International Ltd.

AIM Rule 26 Disclosure

The information on this page has been supplied to fulfil the requirements of AIM Rule 26 and was last updated on 27th September 2018

Description of business

MediaZest plc (MZ) was admitted onto AIM on 22/02/05 and acquired TouchVision Ltd in September 2005, to become the design and engineering arm of the MZ Group. TouchVision Ltd was renamed MediaZest International Limited (MDZi).

The principal activity of the business is to provide technical and creative audio visual solutions to our clients. These solutions entail responding to specific briefs by location and recommending use of various technologies that enhance the venues and engage and attract consumers to our clients’ benefit.

The MZ Group works across all aspects of the audio visual process; Content creation, System Design and Specification, Sales and Marketing, Management, Technical Support, Engineering, Analytics, Design Documentation, Maintenance, Installation, Finance and Administration.

MZ Group Head Office is based in London, and MDZi, with its engineering design and warehousing facility, is located in Woking, Surrey. MDZi operates as a design, engineering display and media delivery business, commencing operations in 1975 and has, together with MZ, developed a worldwide client base across a wide range of business sectors, including Retail, Transport, Education, Corporate, Leisure and FMCG brands.

Our clients benefit from innovative solutions encompassing a wide range of varying screen media such as individual display networks, LED displays, videowalls, holographic displays, interactive displays, image projection, directional sound technology and audio systems.

Registered office address

The registered office address is Unit 9, Woking Business Park, Albert Drive, Woking, Surrey, GU21 5JY

Key personnel

Lance O’Neill – Non Executive Chairman 06/04/1956

Lance O’Neill is a London-based director of DFB (Australia) Pty. Ltd, a Sydney based investment adviser. He is also chairman of EP&F Capital Plc and Ragusa Capital Plc. He has worked in international securities and investment markets since 1981. During this time, he spent over ten years based in London and Sydney with periodic work in the United States and the Far East, principally with Prudential-Bache Securities Inc., Societe Generale (Australia) Securities and Rivkin Securities Limited, working in institutional equity and fixed income sales/trading as well as in corporate finance. He is a director of, and investor in, a number of private and public companies in the UK, USA and Australia. He holds a Bsc (Econ) Hons in Accountancy and Law from the University of Wales and is an affiliate member of the Securities Institute of Australia.

Geoff Robertson – Chief Executive Officer & Sales Director 04/09/1972

Geoff Robertson qualified as a Chartered Accountant in London with Ernst & Young, and left to join Sony Corporation of America in 1997. There he spent two years in the Operational Review department, working and leading Internal Audit reviews of the international offices of Sony Music and Columbia Tristar Pictures, predominantly in Europe, North America and the Far East. He then moved to a line role within Sony Music for the majority of the next five years, in various senior finance roles within a specialist department sourcing international music repertoire through funding or acquisition deals with independent record labels. Although most of this time was spent based in London, Geoff also worked for 3 months at Sony Music Australia during 2003.

Upon his return from Australia, Geoff moved to Lewis Communications Ltd, a privately owned international Public Relations agency as Group Finance Director. He left in October 2005 and joined MediaZest plc.

James Abdool – Non Executive Director 08/03/1971

James graduated in Marketing and Management Science in 1994 before joining the family business providing in-store music to restaurants in the UK. Within 5 years he became Managing Director, growing the business internationally in the retail, hospitality and leisure sectors and culminating in leading the company through sale in 2007.

James then joined EnQii, a SaaS based content management software company, heading up EMEA before setting up the International operations for PlayNetwork Inc. He helped shape the sales strategy for MediaZest Plc delivering innovative digital experiences for major retailers and brands as an Executive Director, and then moved to global design and consultancy Arcadis as the Partner heading up Digital Experience working on innovation, technology and content strategies and delivery, across their client base. Most recently, he joined tech start-up Chirp to help the team drive their growth globally with one of the most exciting technologies in the IoT world.

James also is a qualified Executive Coach and has spent time coaching key executives in a growing number of companies and roles. He also enjoys charity work. From 2003 he started a 3 year non-executive term with the NHS and charity work today continues as Chair of Crawley Open House helping the homeless and disadvantaged, Governor at Copthorne Prep School, and other local and national charities.

Corporate Governance

Introductory Statement

The Board of Directors acknowledges the importance of good corporate governance and has developed appropriate policies accordingly, given the size of the Group and its current stage of development. As Chairman, I have oversight of the board and ultimate responsibility for the Group’s governance.

The Board has elected to apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’) in this regard. The QCA Code is an alternative corporate governance code that can be applied to AIM companies, and is the result of extensive consultation between the QCA and a wide range of shareholders over “best practice”.

The Board of Directors believes that good corporate governance creates shareholder value by improving performance, whilst reducing or mitigating the risks that a company faces as it seeks to create sustainable growth over the medium to long-term.

The QCA code identifies 10 principles that well governed businesses should follow. The table below addresses each in turn and how MediaZest Plc sets out to apply these. The table at times refers to the Report and Consolidated Financial Statements for the Year Ended 31 March 2018, which can be found below in the Documents section of this website page.

Further disclosures will be necessary in the next Annual Report, for the year ended 31 March 2019, in due course.

Lance O’Neill, Non-Executive Chairman

The 10 Principles of the QCA Code

PRINCIPLE

MEDIAZEST COMPLIANCE

1. Establish a strategy and business model which promotes long-term value for shareholders

MediaZest’s strategy is laid out on page 7 of the Report and Consolidated Financial Statements for the Year Ended 31 March 2018.

 

In particular, this focuses on:-

concentrating new business efforts on large scale opportunities; improving recurring revenue streams; developing intellectual property where possible including through analytics; maintaining a ‘one-stop shop’ approach for customers.

 

Key risks to the business and how they are mitigated can be found in the Report and Consolidated Financial Statements for the Year Ended 31 March 18 on pages 3 & 4.

 

2. Seek to understand and meet shareholder needs and expectations

The Board is committed to constructive two-way dialogue between all shareholders and the Company, and regularly holds calls or face to face meetings and responds to email enquiries to achieve this. The website provides contact details for the company.

 

The Chairman regularly discusses relevant matters with the Group’s major shareholders and ensures their views are communicated on an accurate and timely basis to the Board. This includes discussion of strategy in order to demonstrate how the Board believes this will deliver long-term value for stakeholders.

 

In addition, the AGM provides a forum for all shareholders to raise questions in person and the Board devotes time after these meetings to consider the views of attending shareholders and endeavours to answer any questions wherever possible.

 

Where substantial voting at any general meeting is against any resolutions proposed by the Board, the Chairman will engage with relevant investors to understand the reasons for this and address any concerns, with corrective action as necessary.

 

3. Take into account wider stakeholder and social responsibilities and their implications for long-term success

 

The Company uses several mechanisms to achieve this.

 

Quality assurance is governed by ISO 9001 compliance. A central tenet of this framework is continuous improvement in all areas. This includes regular review on an ongoing, constant basis of all aspects of company performance. Both good and bad feedback is sought and reviewed to understand areas for improvement and key areas of strength. The framework also includes review of Group suppliers and their performance including reliability of technology and timeliness and cost-effectiveness of supply. Any issues are reviewed and corrective action sought.

 

The Company seeks to use recycling and energy efficient devices as far as practically possible at both its offices and when supplying to customers.

 

Employee stakeholders are encouraged to share views with their line managers and on a quarterly basis the Board hosts a team meeting for all employees where they can be updated on key clients, developments, technology and their views can be heard, with action taken as appropriate. Annual staff reviews also give employees the opportunity to review progress, training needs and development requirements for the year ahead.

 

The Company has a proactive approach of promoting from within, where possible, to engender an inspiring culture within the business which affords employees’ long-term career opportunities.

 

The Company’s approach to all projects is to deliver an exceptionally high quality, value for money service taking into account longevity of deployment, return on investment for the client and independently recommending the best available products, systems and design to achieve this. This has been recognised in a large number of awards won by the Company over recent years.

 

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation

MediaZest’s strategy regarding management of risk is laid out on pages 3 and 4 of the Report and Consolidated Financial Statements for the Year Ended 31 March 2018, and in the notes to those accounts.

 

Financial risk is monitored on a weekly basis by all Directors, including those of the subsidiary company, and the Group Financial Controller.

 

The Board aims to meet at least 6 and ideally 12 times a year on a formal basis and a topic on the agenda of these Board Meetings is assessment of risk of all types. This includes reviewing opportunities for development of the Group as well as external threats and competition. It also includes thorough review of financial position, forecasts and monthly management information on a timely basis.

 

Management meetings and calls occur on a weekly basis and consider the operational risk inherent in the Company’s business and report to the Board significant matters that require attention between formal Board Meetings.

 

5. Maintaining the board as a well-functioning, balanced team led by the chair

The Board comprises one Executive Director (Geoff Robertson) and two Non-Executive Directors (Lance O’Neill and James Abdool). The Board is led by the chair, Lance O’Neill. The Board considers the Non-Executive Directors to be independent notwithstanding their shareholdings and, in the case of the chair, his length of service having been appointed in October 2004).

 

Operational data, and the resulting financial information is regularly provided to the Board on a timely basis, including ahead of formal Board Meetings. The Board aims to meet at least 6 and ideally 12 times a year on a formal basis. In the last 12 months the Board has met at least once per month either in a formal Board Meeting or by way of Management Meeting.

 

All Directors have access to advice from the Company Secretary (externally provided) and the Company’s advisers including but not limited to MediaZest’s NOMAD, Broker and legal advisers.

 

All Directors are encouraged to seek further skills as required to meet the demands of the business, and to take further independent advice as necessary, at the expense of the Company where appropriate.

 

The Company extends this principle further than the Board requires and all employees are encouraged, on an annual basis, to identify training needs and opportunities with their line managers to support continuing development of the whole team and reinforce the continuous improvement ethos that the Board is committed to.

 

The Board is supported on specific matters by committees.

 

The Audit Committee comprises Lance O’Neill who has a number of years’ experience as a director of smaller public companies, and James Abdool. The duties of the Audit Committee currently cover a review of the Group’s financial reporting. The Committee’s role is to review, on behalf of the Board, the annual report and financial statements and the interim report. The Committee focusses on reviewing any changes in accounting policy, major areas of judgement and estimates and compliance with accounting principles and regulatory requirements.

 

The Remuneration Committee comprises Lance O’Neill and James Abdool. Each recuses himself from discussions and refers to Mr Robertson when discussing their own remuneration.

 

The Board does not have a separate Nominations Committee due to the size of the Board, and all Directors participate in this function when required.

 

6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

 

 

 

The Board considers there to be three key areas of requirement that give MediaZest a balanced strategy and sufficient knowledge to perform well.

 

Further details of each Directors skills and experience are noted in the biographies on this page.

 

Audio-Visual market place – the core of the operational business – Mr Robertson and Mr Abdool provide this.

 

Public Markets skills – predominantly provided by Mr O’Neill and Mr Robertson.

 

Financial knowledge – all three of the Directors are well qualified and extremely experienced in this area.

 

The Board seeks advice from relevant professional advisers, as required, and regularly invites senior staff members to Board meetings to discuss specific matters.

 

The Board continues to consider further appointments as necessary and when opportunity arises.

 

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Board considers Key Performance Indicators (“KPIs”) to be financial performance, measured using profit/loss per share, cash in hand and banking facilities plus outstanding shareholder loans. These key performance indicators are regularly monitored on an ongoing basis.

 

There are no non-financial KPIs actively monitored by management at this current time.

 

The Board reviews the KPIs used on a regular basis, and makes adjustments as necessary.

 

There is no formal process by which board members are formally appraised as the Board considers it more relevant to monitor how the Group performs against KPIs at this stage in the Company’s development.

 

8. Promote a corporate culture that is based on ethical values and behaviours

The Group maintains an Equal Opportunities Policy that ensures that no individual is discriminated against irrespective of sex, race, disability, sexual orientation, marital status, religious beliefs, or age.

 

This is applied across all activities of the Group including recruitment and dealings with clients, suppliers, and any other partners.

 

The Group also maintains a clear Anti-Bribery and Corruption policy as well as an Anti-Modern Slavery policy. Employees with any concerns over either of these can contact their line manager to raise these concerns or the Board if more appropriate.

 

During the regular employee forums, all staff are encouraged to discuss areas of concern or development opportunities for the Company culture when fulfilling projects for our clients, which is based around 4 key principles:

 

–        Accountability

–        Innovation

–        Teamwork

–        Positivity

 

This is all undertaken within the ISO9001 Quality Assurance framework that the Company has attained.

 

The Board keeps these policies under review and reviews their implementation through the various stakeholder feedback processes discussed herein.

 

9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The Board recognises that, due to the size of the Company and its stage of development, it is necessary to have a reasonably small Board that will evolve and grow with the business.

 

The Board of Directors has been chosen for their expertise in areas vital to the development of the Company rather than adding more members to reach a specific total number of Directors. The Board’s corporate governance is supported by two committees (Audit Committee, and Remuneration Committee) as described in principle 5 and all members of the Board act as the nomination committee.

 

The make up of the Board and additional skill requirements are considered on a regular basis.

 

10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Company’s Corporate Governance practices are highlighted on its website, www.mediazest.com and also in Year End accounts.

 

The Board is committed to constructive two-way dialogue between shareholders and the Company, as detailed above.

 

The Chairman regularly discusses relevant matters with the Group’s major shareholders and ensures their views are communicated on an accurate and timely basis to the Board.

 

In addition the AGM provides a forum for all shareholders to raise questions in person and the Board devotes time after these meetings to consider the views of attending shareholders and looks to answer any questions as fully as possible.

 

The proxies for and against each resolution are announced at the meetings.

 

Country of incorporation and main country of operation

MediaZest plc was incorporated in the United Kingdom and has its principal place of business at: Unit 9 Woking Business Park, Albert Drive, Woking, Surrey GU21 5JY

Takeover code

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

Details of other exchanges or trading platforms on which the company has applied or agreed to have any of its securities admitted or traded

MediaZest plc ordinary shares are solely traded on the Alternative Investment Market of the London Stock Exchange.

Securities Information

Last updated on the 27th September 2018

a. Number of AIM securities in issue

As of 27th September 2018, the issued share capital of the Company is 1,286,425,774 ordinary shares. 21.37 percent of the company’s ordinary share capital are not in public hands.

b. Details of any restrictions on the transfer of AIM securities

There are no restrictions on the transfer of the Ordinary Shares of MediaZest plc.

c. Shareholdings

Directors Shareholdings

Ordinary shares of 0.1 pence each

% of issued Share Capital

Lance O’Neill

37,977,177

2.95%

Geoff Robertson

6,683,188

0.52%

James Abdool

14,984,848

1.16%

Other Significant Shareholdings

Ordinary shares of 0.1 pence each

% of issued Share Capital

City and Claremont Capital Assets Ltd

215,231,176

16.73%

Stephen Hudson

69,090,013

5.37%

Paul Greenhalgh

62,000,000

4.82%

Paul Crowther

51,924,909

4.04%

Darren Smith

43,054,050

3.35%

EP&F Capital Plc

26,448,571

2.06%

Regulatory announcements

For the latest MediaZest regulatory announcements, please click on the following link: Regulatory announcements

Documents

Most recent annual report and all half year, quarterly or similar reports published since last annual

Click Here to view our Interim Financial Statements for the Six months ended 30th September 2018.

Click Here to view our Report and Consolidated Financial Statements for the year ended 31st March 2018.

Click here to view our Interim Financial Statements for the Six months ended 30th September 2017.

Click here to view our Report and Consolidated Financial Statements for the year ended 31st March 2017.

Click here to view our Report and Consolidated Financial Statements for the year ended 31st March 2016.

Click here to view our Report and Consolidated Financial Statements for the year ended 31st March 2015.

Most recent admission document with any circulars or similar publications sent to shareholders within past 12 months

MediaZest Admission Document

Click here for our notice of 2018 AGM

Click here for our notice of 2017 GM and the proxy form.

Constitutional documents

Click Here to view our current constitutional documents.

Other advisers

Details of nominated adviser and other key advisers

Nominated Advisor

NORTHLAND CAPITAL PARTNERS LIMITED 60 Gresham Street 4th Floor London EC3V 7BB

Broker

Hybridan LLP 20 Ironmonger Lane London EC2V 8EP 

Attention: Claire-Louise Noyce

Lawyers

CMS Cameron McKenna Nabarro Olswang LLP Cannon Place 78 Cannon Street London EC4N 6AF

Auditor

Nexia Smith & Williamson Statutory Auditor Chartered Accountants Cumberland House 15-17 Cumberland Place Southampton SO15 2BG

Registrars

Share Registrars Limited Craven House West Street Farnham Surrey GU9 7EN