Aim Rule 26 & Company Information
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Name: Tiso Blackstar Group SE
AIM Ticker: TBGR (as of 9 June 2015)
Altx Ticker: TBG
ISIN: MT 0000620113
Company Number: SE 4
Listing: LSE AIM / Altx JSE
Listing Date: 26 January 2006/12 August 2011
Country of Incorporation: England and Wales
Principal Place of Business & Registered Office: Malta
Issued Share Capital (as at 31 January 2017): 268,291,260
Treasury Shares held (as at 31 January 2017): 2,512,349
Company secretary: Leanna Isaac
For so long as the Company remains listed on AIM, neither the City Code on Takeovers and Mergers nor its Maltese equivalent, each derived from the Takeover Directive (Directive 2004/25/EC on takeover bids), apply
The Board of Tiso Blackstar Group SE (the “Company” or “Tiso Blackstar”) is collectively accountable to the Company’s shareholders for good corporate governance. As an AIM quoted company, Tiso Blackstar is not required to comply with the UK Corporate Governance Code but complies as far as is practicable and appropriate for a public company of its size and nature. Tiso Blackstar also complies with the principles of the Quoted Companies Alliance (QCA) Guidelines, published by the Quoted Companies Alliance in 2005, which are specifically applicable to smaller AIM companies.
The Company supports the concept of an effective Board leading and controlling the Company. The Board has collective responsibility for the management of the company and for the achievement of key tasks. The Board ensures that the Group complies with all relevant laws and regulations and ensures that the Group maintain effective operating systems and controls, and a robust and informed investment approval process. The Board has access to complete, accurate and timeous information in order to fulfil its responsibilities. The Board meets on at least four occasions each year, at which time the Directors review the investment performance, strategy and other significant matters to ensure that overall control and supervision of the business is maintained.Special meetings are convened as and when matters require urgent consideration.
All directors have access to advice from the Company Secretary and independent professionals at the Company’s expense. The Board consists of seven non-executive directors. Three of the non-executive directors are considered to be independent of any business or other relationship which could interfere with their ability to exercise their independent judgement. The Board considers that the level of shareholdings held by the non-executive directors is insufficient to affect their independence. Per the Company’s Articles of Association, all directors are subject to re-election every six years and at the first Annual General Meeting (AGM) after appointment. The directors’ varied backgrounds and experience gives Tiso Blackstar a good mix of the knowledge and expertise necessary to manage the business effectively.
The directors of the Company are as follows:
David Kwame Tandoh Adomakoh – Non-executive Group Chairman
John Broadhurst Mills – Non-executive Deputy Chairman and Lead Independent Director
Nkululeko Leonard Sowazi – Non-executive Director
Andrew David Bonamour – Non-executive Director
Marcel Ernzer – Independent Non-executive Director
Richard Thomson Wight – Independent Non-executive Director
Harishkumar Kantilal Mehta – Independent Non-executive Director
The Audit Committee is chaired by Marcel Ernzer and comprises John Mills, Nkululeko Sowazi and Harish Mehta. The Audit Committee provides a forum for reporting by the Company’s external auditors and is responsible for reviewing a wide range of matters including interim and annual results and for monitoring the controls that are in force to ensure the integrity of information reported to shareholders. The external auditors of the Company attend the meetings and have unrestricted access to the committee and its chairman.
The Remuneration Committee is chaired by John Mills and comprises Marcel Ernzer, David Adomakoh and Harish Mehta. The Committee set the remuneration levels for the Directors having regard to market conditions. The Committee are also responsible for the review and approval of awards made under the Shareholder Approved Company’s Incentive Scheme.
The Nominations Committee is chaired by John Mills and comprises Marcel Ernzer and Andrew Bonamour. The Nominations Committee deals with new appointments to the Board.
The Board is responsible for maintaining a sound system of internal control to safeguard shareholders’ investment and the Company’s assets and for reviewing its effectiveness. Such a system is designed to manage, but not eliminate, the risk of failure to achieve business objectives. There are inherent limitations in any control system and accordingly even the most effective systems can provide only reasonable, and not absolute, assurance against material misstatement or loss.
Restrictions on dealings
The Company’s policy with restrictions on dealings complies with the AIM Rules which require a Company to ensure that its directors and group employees, who are likely to be in possession of unpublished price-sensitive information, do not deal in the Company’s securities during a close period (being the 2 months preceding publication of the company’s annual results and half-yearly results, 1 month preceding any quarterly results, and any other time when the company is in possession of unpublished price-sensitive information or it becomes reasonably probable that it will be required to disclose such information under the AIM Rules.
Relations with shareholders
The Company values the views of its shareholders and recognises their interest in the Company’s strategy and performance, Board membership and quality of management. It therefore encourages shareholders to offer their views. The Company, together with its advisors maintains a regular dialogue with institutional shareholders, and feedback is given directly to the Board, to ensure that it develops a good understanding of the views of the major shareholders. The AGM provides an opportunity for shareholders, particularly private investors, to question the Board on issues arising. During the year enquiries are received and answered on a wide spectrum of topics relevant to the business. Tiso Blackstar Group is registered in Malta with the registration number SE4. Shareholders are advised that their rights might be different to the rights of shareholders in a company which is incorporated and registered in the United Kingdom. Its principal place of business is Malta.
Good governance includes a response to the demands of corporate social responsibility. The Tiso Blackstar Foundation, a registered non profit organisation has been created with the aim of assisting with the financing of education for underprivileged children. The Tiso Blackstar Foundation has already received donations (including a donation from the Company) and has commenced its work in assisting with the education of underprivileged children. The Foundation is working on obtaining further donations so that it has sufficient capital on hand to support the funding of education as per its objectives.
AIM Securities Transfer Restrictions
There are no restrictions on the transfer of any AIM Securities of Tiso Blackstar Group SE.
All notifications over the past twelve months
The latest regulatory announcements and news from the Company can be found here.
Tiso Blackstar was initially admitted to trading on AIM on 26 January 2006. Download the Company’s admission document
Tiso Blackstar was admitted to trading on Altx on 12 August 2011. Download the Company’s Prospectus.
On 8 June 2015, as set out in the Tiso Blackstar Admission Document dated 30 April 2015, Tiso Blackstar’s enlarged issued share capital was readmitted to AIM and AltX. Download the Company’s Admission Document
As at 30 April 2017, Tiso Blackstar Group SE had 268,291,260 ordinary shares in issue and 2,512,349 treasury shares in issue. The information below is provided based on the share register information available on 30 April 2017. The number of shares not in public hands as defined under the AIM Rules amounts to 191,563,286 representing 71% of the total shares in issue including treasury shares.
The Company is aware (based on the share register information available on 30 April 2017) that the following parties had holdings of 3% or more of the issued ordinary shares of the Company (excluding treasury shares):
Number of shares
% of issued share capital net of treasury shares at 30 April 2017
|Tiso Investment Holdings Proprietary Limited(1)||53,787,536||20.1%|
|Kagiso Asset Management Proprietary Limited (2)||43,503,031||16.4%|
|Tiso Foundation Charitable Trust (3)||38,984,567||14.6%|
|Public Investment Corporation SOC Limited||27,716,143||10.4%|
|Credit Suisse Private Banking||12,223,500||4.6%|
|HKM Family Trust(4)||6,570,206||2.5%|
|Other directors and management holding less than 3%||9,704,474||3.6%|
|Andrew Bonamour (5)||8,781,980||3.3%|
|Protea Asset Management LLC and Conduit Capital Limited||7,990,456||3.0%|
- Tiso Blackstar Directors David Adomakoh and Nkululeko Sowazi are beneficially interested in this shareholding as each of them indirectly owns 50% of Tiso Investment Holdings Proprietary Limited.
- Includes shares held by these shareholders on behalf of their clients.
- Tiso Blackstar Directors, David Adomakoh and Nkululeko Sowazi are non-beneficially interested in this shareholding. Their interest is non-beneficial and only arises as a result of them being two of the seven trustees on the Tiso Foundation Charitable Trust.
- This includes shares held by Trusts associated with Harish Mehta.
- This includes shares held by funds associated with Andrew Bonamour.