Investors

Investors

Immotion Group PLC (LON:IMMO) Investor Relations

Immotion Group aims to become a market leader in the western market sector of the “Out of Home” virtual reality market, with the objective of creating recurring revenues from a large installed base of Virtual Reality (“VR”) headsets across partner sites and ImmotionVR experience centres.

With experts handpicked from across disciplines and around the globe, we have assembled a team that is second to none. Technology-agnostic, story-obsessed and forward-thinking, the Immotion team is dedicated to giving its partners and customers cutting-edge experiences they will not soon forget.

Advisors

Nominated Advisor & Broker

WH Ireland Limited

24 Martin Lane London, EC4R 0DR
whirelandplc.com

Broker

Shard Capital Partners LLP

23rd Floor, 20 Fenchurch Street, London, EC3M 3BY
shardcapital.com

Broker

Alvarium Capital Partners Limited

1st Floor, 10 Old Burlington Street London, W1H 3AG
https://alvariumcap.com/

Auditors

Haysmacintyre LLP

10 Queen Street Place London, EC4R 1AG
haysmacintyre.com

Legal Advisors

Freeths LLP

3rd Floor, 100 Wellington Street, Leeds, LS1 4LT
freeths.co.uk

Registrars

Neville Registrars Limited

Neville House Steelpark Road Halesowen, B62 8HD
nevilleregistrars.co.uk

Analyst Research

Board Of Directors

Corporate Governance

This information was last reviewed on 1st September 2021.

Immotion Group PLC is committed to good corporate governance and has adopted the corporate governance guidelines of the Quoted Companies Alliance (QCA).

This page outlines the ways in which the Company applies QCA’s ten principles corporate governance.

Principle 1: Establish a strategy and business model which promote long-term value for shareholders

Immotion aims to become a market leader in the out-of-home virtual reality (“VR”) market with the objective of creating recurring revenues from a large installed base of VR systems.

The Company combines its VR content and motion platform hardware to offer state of the art VR experiences to consumers in visitor attractions such as aquariums and zoos.

Immotion aims to to deliver shareholder value in the medium to long-term by building a large installed base of motion platforms through partnerships with attraction sites and its own ImmotionVR experience centres. Immotion serves its own and third party published content and experiences earning revenue from each cycle. As the installed base grows, it is envisaged that the group will begin to achieve economies of scale in content creation, as well as positioning it to be the ‘go to’ distribution partner for other producers of high-end VR content.

Principle 2: Seek to understand and meet shareholder needs and expectations

The Company is fully committed to building and maintaining strong relationships with its shareholders and considers the understanding of shareholders’ needs fundamental to a successful company.

The Chief Executive Officer and Finance Director are active in meeting with and preparing presentations for institutional investors, particularly following half year and full year results; meeting with private investors from time to time; and engaging in regular dialogue with the Company’s broker with view to gauging shareholder sentiment.

The Company’s Annual General Meeting (AGM) is the main forum for discussing Company matters with shareholders, addressing shareholder queries and understanding their needs and expectations. Notice of the AGM and proposed resolutions are sent to shareholders at least 21 days prior to the AGM. Shareholders and their representatives are invited to fully participate and vote in the AGM and are also given the opportunity to vote by proxy. Voting results are published after the AGM.

Outside of the AGM, the Company convenes general meetings where shareholder approval is required or appropriate on particular matters, seeks input from major institutional investors from time to time in relation to Company policy and seeks to respond promptly to shareholder queries sent to its designated shareholder email address: investors@immotion.co.uk.

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

The Company seeks to ensure continued engagement with its stakeholders via social media platforms and through the RNS and RNS Reach services.

Stakeholder feedback is routed through to the relevant team member at Immotion as appropriate to act upon as is seen fit.

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

The Company has a Risk Committee, comprised of the Audit Committee and the Finance Director, which meets at least once each year. The committee examines the key risks that impact the Company and assesses the adequacy of the Company’s mitigation strategies. It has the power to call on Executive Directors and senior management for the purposes of seeking information as well as making recommendations.

The Company includes details of the principal risks and uncertainties it faces in its Annual Reports.

Principle 5: Maintaining the Board as a well-functioning, balanced team led by the Chair

The Board is comprised of four Executive and two Non-Executive Directors, all of whom are subject to reappointment by shareholders in the AGM following their appointment to the Board, after which they must continue to seek reappointment in accordance with the Company’s Articles of Association.

The Directors’ biographies are set out here.

Despite the common directorships held by Sir Robin Miller, Martin Higginson and David Marks, the Board considers both Non-Executive Directors to be independent.

The Company’s Annual Report includes details of the number of Board and Committee meetings which take place each year.

Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

The Company considers the Board to possess an appropriate mix of skills and experience, though this is kept under regular review.

The Directors’ biographies, together with Committee composition and internal advisory responsibilities, are set out here and in Principle 9 below.

The Directors keep themselves informed of key developments relating to the Company, the sector in which the Company operates and the legal and regulatory framework through consultations with the Company’s employees, nominated advisor, auditors and legal advisors.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

Led by the Chairman, the Board has a process for evaluation of its own performance, that of its Committees and individual Directors, including the Chairman. This process is conducted annually by the Remuneration Committee. The Remuneration Committee will compare Board performance against targets

Executive Directors are given annual objectives and reviews.

All Directors must stand for reappointment by shareholders in accordance with the Company’s Articles of Association.

The Board may utilise the results of the evaluation process when considering the adequacy of the composition of the Board and for succession planning.

Principle 8: Promote a culture that is based on ethical values and behaviours

The Company seeks to achieve the highest ethical standards and behaviour in conducting its business, with integrity, openness, diversity and inclusiveness being high priority from the Board to senior management and throughout the workforce.

The Company has adopted an Anti-Bribery Policy and health and safety, any other policies which all staff are required to adhere to and are easily available from the Company Secretary.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The roles of the Chairman and the Chief Executive Officer are separated and clearly defined. The Chairman provides leadership to the Board. Working together with the Company Secretary, the Chairman is responsible for setting the agenda for Board meetings, ensuring that the Board receives the information that it needs to properly participate in Board meetings in a timely and user-friendly fashion and that the Board has sufficient time to discuss issues on the agenda. The Chief Executive Officer is responsible for leadership of the Company’s senior management team and its employees on a day to day basis. In conjunction with senior management, the Chief Executive Officer is responsible for the execution of strategy approved by the Board and the implementation of Board decisions.

The Board has established Audit, Disclosure, Nomination, Remuneration and Risk Committees with formally delegated duties and responsibilities. Details of the Risk Committee are disclosed under Principle 4 above. Details of the other four Committees are as follows:

The Audit Committee is chaired by Nicholas Lee and meets at least twice per year. Sir Robin Miller also serves on the Audit Committee. The Audit Committee’s responsibilities include: ensuring that appropriate financial reporting procedures are properly maintained and reported on; meeting with the Company’s auditors to discuss matters of relevance, including risk issues; ensuring the internal controls of the Company are properly maintained; reviewing the financial statements prior to issue to the shareholders; and reviewing reports from the Company’s auditors.

The Disclosure Committee is chaired by Martin Higginson, and has been established to ensure compliance with the AIM Rules and the Market Abuse Regulations (MAR) concerning the management of inside information. The Disclosure Committee works closely with the Board to ensure that the Company’s nominated adviser is provided with any information it reasonably request or requires in order for it to carry out its responsibilities under the AIM Rules and the AIM Rules for Nominated Advisers. The Disclosure Committee meet as required. David Marks and Sir Robin Miller also sit on the Disclosure Committee.

The Nomination Committee is chaired by Sir Robin Miller and has been established to identify and nominate, for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nomination Committee will meet as required. Nicholas Lee also serves on the Nomination Committee.

The Remuneration Committee is chaired by Sir Robin Miller and meets at least once per year. Nicholas Lee also serves on the Remuneration Committee. The Remuneration Committee’s responsibilities include reviewing the performance of the Executive Directors, setting their remuneration levels, determining the payment of bonuses and considering the grant of options under the share options schemes. Martin Higginson and David Marks will also attend the Remuneration Committee but shall not be involved in decisions regarding their own remuneration and, other than providing input to the Non-Executives, shall not have a vote on the Remuneration Committee.

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Company communicates with shareholders and other stakeholders through its Annual and Interim Reports, regulatory and non-regulatory announcements, its investor relations website, social media posts, its designated email address, its AGM and face-to-face meetings.

Reports & Documents

Financial Reports

Annual Report 2021

26/04/2022

Interim Announcement 2021

28/09/2021

Annual Report 2020

29/04/2021

Interim Announcement 2020

30/09/2020

Annual Report 2019

30/06/2020

Interim Announcement 2019

25/09/2019

Annual Report 2018

31/05/2019

Interim Announcement 2018

26/09/2018

AGM Notices & Circulars

Proxy Results of AGM 2022

30/06/2022

Notice of AGM 2022

01/06/2022

Notice of AGM 2021

04/06/2021

Results of AGM 2020

01/09/2020

Notice of AGM 2020

27/07/2020

Circular re Proposed Placing – May 2020

06/05/2020

Circular re Proposed Placing – Jan 2020

23/01/2020

Notice of AGM 2019

31/05/2019

Circular re Proposed Placing – Feb 2019

06/02/2019

AIM Admission Documents

Articles of Association (amended 22nd May 2020)

22/05/2020

Admission Document

12/07/2018

AIM Rule 26

The following information is disclosed for the purposes of Compliance with AIM Rule 26.

This information was last reviewed on 1st September 2021

Description of the Business

www.immotion.co.uk/about-us

Financial Information and Constitutional Documents

www.immotion.co.uk/investors/reports-documents

Details of Any Other Exchanges or Trading Platforms

Immotion Group Plc does not have any securities admitted or traded on any other Exchanges or Trading Platforms

Takeover Regulations

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

Restrictions on the Transfer of AIM Securities

There are no restrictions on the transfer of the company’s AIM Securities.

Country of Incorporation and Main Country of Operation

Immotion Group PLC is incorporated and registered in England and Wales (Registration number 10964782) and its main countries of operation are the United Kingdom and the United States of America.

News & Alerts

Shareholder Information

The Company’s issued share capital, as at 31st March 2022, consists of 415,538,083 ordinary shares with a nominal value of 0.040108663p each (“Ordinary Shares”). Insofar as the Company is aware, the percentage of securities that are not in public hands is 15.48%, these being held by directors and their related parties.

A list of Significant Shareholders and the percentage of their holdings is set out below:

Significant Shareholders

Name No. of Ordinary Shares held % of issued share capital
Stonehage Fleming 38,035,010 9.15%
Hargreaves Lansdown (Nominees) Limited 36,529,958 8.79%
Rathbone Nominees Limited 32,602,113 7.85%
Unicorn AIM VCT 29,137,930 7.01%
Martin Higginson 24,026,945 5.78%
Interactive Investor Services Nominees Limited 22,014,020 5.30%
A J Bell Securities 18,797,418 4.52%
Herald Investment Trust 12,896,551 3.10%

Investor Contact

For Company related Investor enquiries, please contact investors@immotion.co.uk