AIM Rule 26

The information in this section of the website is disclosed for the purposes of Rule 26 of the AIM Market of the London Stock Exchange plc and was last updated on 26 May 2017.

Description of the business & Investment strategy

Orogen plc is a UK public company quoted on the London Stock Exchange AIM market (ticker: ORE) and is classified as an AIM Rule 15 cash shell.

The Company is incorporated in England & Wales, its business is managed from London.

The names of the directors and biographical details

Adam Reynolds - Non-Executive Chairman

Adam began his career as a stockbroker before moving into investor relations. In 2000, he established Hansard Group plc, a financial PR firm, admitting its shares to trading on AIM in November 2000, before jointly leading a management buy-out of the business in 2004. Adam is also a non-executive director of EKF Diagnostics plc and HubCo Investments plc and a director of Wilton International Marketing Limited and Autoclenz Holdings Limited.

Steven Metcalfe (aged 47) Non-Executive Director

Steven is a former stockbroker with more than 28 years' experience in the financial industry. In 2005, as Head of UK Equities at Hichens Harrison, he was involved in the management buyout and then subsequent sale to Religare Capital Markets. For the last seven years, he has been involved with institutions, hedge funds and high net worth individuals within the regulated arena. Since leaving Investment Banking in mid-2016, he is now using his substantial background and history within the financial and corporate world and has set up a consultancy business that advises SMEs on finance, strategy and growth within their chosen area.

Mark Collingbourne (aged 51) Non-Executive Director

Mark is a qualified accountant with significant experience in financial management, particularly in the area of publicly quoted companies. He has dealt with all aspects of PLC development from bringing small companies to flotation to supervising the on-going accountancy and ensuring the good governance of international businesses.

During his ten year tenure with ViaLogy plc (now Premaitha Health plc), Mark was a key member of the team that arranged its transformation from a private US organisation to an AIM company, via a merger with Original Investments PLC. He also played a major part in arranging the financial details of ViaLogy's restructuring.

Previously, after periods with ITV Network Centre and Mechanical Copyright Protection Society Limited, Mark was appointed Finance Director of Curtis Brown Group Limited, one of the UK's leading literary agencies, in 1996, where he managed the financial implications of the management buyout in 2001.

Mark is currently Finance Director of React Group Plc and Chief Finance Officer of Optibiotix Health PLC.

Mark also holds board positions on a number of small private companies.

Directors' responsibilities & Committees

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

The Quoted Companies Alliance Code ("QCA Code") adopts key elements of the UK Corporate Governance Code, current policy initiatives and other relevant guidance and then applies these to the needs and particular circumstances of small and mid-size quoted companies on a public market. Focusing on 12 principles and a set of minimum disclosures, the QCA Code encourages companies to consider how or whether they should apply each principle to achieve good governance and provide quality explanations to their shareholders about what they have done.

Directors Responsibilities

The Chairman

The role of our Chairman is to build and maintain a balanced and effective Board based on the skills required to run an operation the size and complexity of which matches that of our company. He must ensure that meetings of the Board are effectively run by setting the agenda, tone and style to ensure expedient decision making.

Our Chairman leads and manages the business of the Board to provide clear direction and focus, as well as leading them in determining company strategy. Part of this role is to facilitate the effective contribution of non-executive directors and ensure directors receive accurate, timely and clear information He also ensures that the strategy decided upon is effectively implemented.

Our Chairman is responsible for promoting best practice and the highest standards of corporate governance.

The Non-Executive Directors

Appointed non-Executive Directors do not form part of the executive management team and they are not employees of the Company or otherwise connected with it in any other material way. They have two major responsibilities. Firstly they are responsible for strategy in that they should constructively challenge and contribute to the development of strategy. Secondly in terms of performance of the company, they should scrutinise the performance of the management in attaining agreed goals and objectives. They must monitor the workings of the Board and senior management and be concerned with internal risk control. In short our non-Executive Directors are custodians of the governance process.

Committees of the Board

The Directors have established Audit and Remuneration Committees.

The Audit Committee

The Audit Committee currently comprises Steven Metcalfe as Chairman and Adam Reynolds and has primary responsibility for monitoring the quality of internal controls ensuring that the financial performance of the Company is properly measured and reported on and reviewing reports from the Company's auditors relating to the Company's accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit committee meets at least twice a year.

The Remuneration Committee

The Remuneration Committee currently comprises Adam Reynolds as Chairman and Steven Metcalfe who review the performance of the executive directors and determine their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee meets no less than once every year.

Country of incorporation and main country of operations

Orogen plc is incorporated in England & Wales.

Company Registered Number 5379931.

Shareholder Information

Securities in Issue

Orogen plc has a total of 264,728,022 ordinary shares of 0.01 pence each and 8,239,281,774 deferred shares of £0.009 each in issue. A total of 1,520,000 unexercised share options are in issue.

There are no restrictions on the transfer of the issued ordinary shares of the Company. The Company's ordinary shares are quoted on the London Stock Exchange AIM market (ticker: ORE). The Company has neither applied for nor agreed to have any of its securities (including its AIM securities) admitted or traded on any other market.

There are no shares held in treasury.

Directors' Interests

The current interests (all of which were beneficially held) of the directors, their spouses and minor children in the share capital of the Company and its subsidiary, are as follows:

Directors Ordinary Shares of 0.01 pence each Share Options Option Exercise Price
Number % held
Adam Reynolds 6,362,991 2.40% 160,000 £1.50
Steven Metcalfe 5,666,667 2.14%    
Mark Collingbourne 2,666,667 1.00%    

The share options exercisable at £1.50 expire on 15 February 2021.

Significant Shareholders

Shareholdings of greater than 3% interest in the Company are as follows:

Shareholder Ordinary Shares of 0.01 pence each
Number % held
Spreadex Ltd 27,784,866 10.50%
Christopher Potts 13,333,333 5.04%
Axiom Wealth Management Limited 12,333,333 4.66%
Epsilon Investments pte Ltd. 10,000,000 3.78%

Pursuant to the AIM Rules, and insofar as the Company is aware, as at 22 June 2017, 29.52% of the Company's AIM securities were not in public hands

Company announcements

For all Company announcements, see London Stock Exchange

Registered office

Finsgate, 5-7 Cranwood Street, London EC1V 9EE.

Investor Contact

Walbrook PR Limited

Tel: 0207 933 8780





Jeffreys Henry LLP
5 - 7 Cranwood Street
London EC1V 9EE

Nominated Adviser

Cairn Financial Advisers LLP
Cheyne House
Crown Court
62-63 Cheapside
London EC2V 6AX


Turner Pope Investments
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Capita Asset Services, The Registry
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BPE Solicitors LLP
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Walbrook PR Limited
4 Lombard Street
London EC3V 9HD


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Page last updated: 10 October 2017