Investors: Aim Rule 26 Company Information

Aim Rule 26 & Company Information

The following information is being disclosed for the purpose of Rule 26 of the AIM Rules of Companies. The information was last updated on 30 June 2017. Tiso Blackstar Group SE (“Tiso Blackstar”) is a holding company which owns and operates companies in the Media and related services sector, The Company is focused on owning and growing diversified revenue streams from media businesses with leading market position, strong cash flows, historic earnings growth and ability to continue growing. The Company aligns its management team to shareholders and establishes coherent and achievable commercial strategies. More information about the Company can be found here.

Most recent financial reports

Tiso Blackstar’s financial reports, presentations and publications are available here.

Statutory information

Name: Tiso Blackstar Group SE
LSE Ticker: TBGR (as of 9 June 2015)
JSE Share Code: TBG
ISIN: GB00BF37LF46
Company Number: SE 110
Listing: Dual primary listing LSE AIM / Main Board JSE
Listing Date: 26 January 2006/12 August 2011
Country of Incorporation: England and Wales
Principal Place of Business & Registered Office: United Kingdom
Issued Share Capital (as at 30 June 2017): 268,291,260
Treasury Shares held (as at 30 June 2017): 3,012,349
Company secretary: Leanna Isaac

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

Statutes of Tiso Blackstar Group Societas Europaea

Corporate Governance

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.

As a JSE Main Board listed company, Tiso Blackstar is required to comply with King Code of Governance Principles for South Africa (King IV).

Restrictions on dealings

As an England and Wales registered company listed on both AIM and JSE Main Board, Tiso Blackstar is required to comply with The Market Abuse Regulation and the JSE Main Board Listing Rules. The Company’s dealing policy 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 period from the date of the company’s annual results and half-yearly results until their publication), 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 and the JSE Listing Main Board Rules.

Directors

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 that the Group maintains 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 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 five non-executive directors and one executive director. Three of the non-executive directors are considered to be independent of any business or other relationship that could interfere with their ability to exercise their independent judgment. The Board considers that the level of shareholdings held by these three non-executive directors is insufficient to affect their independence.

Per the Company’s Statutes (Articles of Association):

1. at every annual general meeting any director:

(a) who has been appointed by the board since the last annual general meeting, or
(b) who held office at the time of the two preceding annual general meetings and who did not retire at either of them, or
(c) who has held office with the company, other than employment or executive office, for a continuous period of nine years or more at the date of the meeting, shall retire from office and may offer himself for re-appointment by the members.

2. Pursuant to the Listings Requirements, at each annual general meeting one-third of the non-executive directors (not being alternate directors), or if their number is not a multiple of three then the number nearest to but not less than one-third, shall retire from office. The non-executive directors so to retire at each annual general meeting shall firstly be those retiring in terms of point 1 above and secondly those who have been longest in office. As between non-executive directors of equal seniority, the non-executive directors to retire shall, in absence of agreement, be selected from among them by lot.

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
Andrew David Bonamour – Chief Executive Officer
Nkululeko Leonard Sowazi – Non-executive Director
Marcel Ernzer – Independent Non-executive Director
Harishkumar Kantilal Mehta – Independent Non-executive Director

More details about the Directors and Advisors.

Board Committees

Audit Committee

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.

Remuneration Committee

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.

Nominations Committee

The committee is chaired by John Mills and comprises Marcel Ernzer, David Adomakoh, Harish Mehta and Andrew Bonamour. It deals with new appointments to the Board.

Social and Ethics Committee

The committee is chaired by Harish Mehta and comprises Nkululeko Sowazi and Andrew Bonamour. It is constituted in terms of the requirements of King IV and the JSE regulations. As a committee of the Board, it assists the Board in discharging its duties and makes recommendations to the Board on social and economic development, good corporate citizenship, environment, health and public safety, applicable consumer relationships, and labour and employment issues.

Internal controls

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.

Social Responsibilities

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.

Admission document

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

Advisors details

Share Capital

As at 30 June 2017, Tiso Blackstar Group SE had 268,291,260 ordinary shares in issue and zero treasury shares in issue.

The Company has awarded in total 3,012,349 shares to all participants under the Management Incentive Scheme. The vesting of such shares to participants and the quantity of shares vested will be based on achievement of the performance conditions over the performance period. Therefore until the vesting date the shares will be subject to risk of forfeiture if certain conditions are not met. The Management Incentive Scheme shares are disclosed as treasury shares for accounting purposes, however for legal purposes they are not held in treasury. They are held by an escrow agent on behalf of the participants, have been committed to meeting the Company's obligations to participants under the Management Incentive Scheme and the participants have the right to vote the shares.

The shareholder information below is provided based on the share register information on 30 April 2017 and the share capital as at 30 June 2017. The number of shares not in public hands as defined under the AIM Rules amounts to 192,063,286 representing 71.6% of the total shares in issue (including any treasury shares). The Company is aware (based on the latest available share register) that the following parties had holdings of 3% or more of the issued ordinary shares of the Company.

Shareholders Name
Number of shares
% of issued share capital net of treasury shares at 30 April 2017
Total 224,998,135 84.4%
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%
Peregrine Holdings 15,733,242 5.9%
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%
    Notes:
  1. 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.
  2. Includes shares held by these shareholders on behalf of their clients.
  3. 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.
  4. This includes shares held by Trusts associated with Harish Mehta.
  5. This includes shares held by funds associated with Andrew Bonamour.