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Admission: Admission of a Company's Shares to trading on Sharemark
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Admission Agreement: An agreement between the Company, its Directors and certain shareholders under which Investbx Limited agrees to facilitate Admission and any fund raising and containing certain warranties and indemnities relating to Admission.
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Admission Document: A document prepared by Companies for the purposes of Admission and to raise funds, as required by the Admission Principles. The Admission Document will be made available to investors through the Investbx Promotions Limited website. The Directors of the Company take full responsibility for the document.
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Admission Principles: Guidelines that set out the entry requirements and continuing requirements for a company seeking Admission
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Admissions Committee: The committee comprising such persons as The Share Centre shall appoint from time to time in order to approve applications for Admission
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Annual Form: A form required to be completed annually by a company in order to keep the market informed about its developments. Companies seeking Admission but not raising funds will be required to complete an Annual Form.
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Applicant: A Company submitting an application for Admission
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Board Minutes: The board resolutions authorising a Company to seek Admission
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Central Investors: The collective group of shareholders including Directors, Connected Persons and Founder Shareholders.
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City Code: The City Code on Takeovers and Mergers
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Closed User Group: A facility enabling a finite number of investors, as opposed to the public, to deal in the Company's securities
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Company: A Company seeking Admission via Investbx
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Company Presentation: Contains summary information extracted from the Admission Document or Annual Form, as appropriate, which will be made available to investors through the Investbx Promotions Limited website.
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Confidentiality Agreement: To give comfort that certain information exchanged with Investbx in advance of signing an Initial Agreement, in order to understand the suitability of a Company for Admission, will be treated in confidence.
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Confirmation Letter: Letters confirming that the Company has been advised in line with the agreed scope of work by their Reporting Accountant and Legal Adviser
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Connected Persons: The wife, husband, civil partner, children and step children of a Director.
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Controlling Shareholder: Any shareholder who holds any legal or beneficial interest directly or indirectly in 30% (excluding treasury shares] or more of any class of the Company's securities admitted to trading on Investbx or in 30% (excluding treasury shares) or more of the Company's voting rights.
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Cornerstone Group: Those investors who have registered with Investbx Limited confirming that they qualify to join such group in order to participate in pre-marketing of investment opportunities
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CREST: the London based clearing service provided by CRESTCo Ltd
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Designated Professional: Professional advisers that have joined an Investbx panel in order to act for Companies in connection with and application for Admission consisting of a corporate adviser, legal adviser and reporting accountant.
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Direct Debit Form: Instructing the Company's bank or building society to pay quarterly charges to Investbx
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Director: Those persons carrying out the functions of a Director of the Company
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Directors Memorandum: Outlines the legal and technical implications for a Director of a company seeking Admission
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Directors Questionnaire: To be completed by each Director of the company disclosing certain information about their background and business undertakings
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Directors’ Responsibility Statement: A statement to be included on announcements that the Company releases for publication on Investbx
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Founder Shareholder: Those persons that were shareholders at that time which the Company was incorporated
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FSA: The Financial Services Authority
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FSMA: The Financial Services and Markets Act 2000 (as amended)
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High Level Company Evaluation: Completed by the Company in conjunction with Investbx Limited in order that Designated Professionals can identify key areas for due diligence and the principal risk factors that apply to the Company
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Independence Statement: Given by the research provider to confirm their independence of the Company in preparing any research documents
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Investbx: The online new issues and share trading portal for Companies
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Investbx Limited: A company of the same name incorporated in England and Wales under the Companies Act 1985 and with registered number 5322487, having its registered office at 104-106 Colmore Row, Birmingham, B3 3AG and is an appointed representative of The Share Centre Limited.
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Marketing Notification: Notice to Investbx submitted prior to marketing commencing that a Company intends to market Shares for Admission
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Model Code: The UKLA’s Model Code on Directors’ Dealings in Securities
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Notification: The delivery of an announcement or other information to Investbx Limited for publication on its website, or Investbx Promotions Limited, as appropriate.
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Partner Intermediaries: Professional Intermediaries having access to certain investors who have expressed interest in receiving details of new issues
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Price Sensitive Information: Any information which relates to a particular Company or particular Shares of a Company traded on Investbx, is of a precise nature, is not generally available and is likely to have a significant effect on the price of any Investbx traded Shares.
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Prospectus: A fundraising document required by and compliant with the Prospectus Rules
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Prospectus Rules: The Prospectus Rules brought into effect on 1 July 2005 pursuant to Commission Regulation (EC) No. 809/2004
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Registration Fee: The fee payable by a Company upon execution of a Registration of Interest
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Registration of Interest: A letter of engagement between the Company and Investbx Limited formally acknowledging the intent to seek Admission
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Related party: A person who is, or has been within the previous 12 months, a Director, shadow director or controlling shareholder of any Company or any company which is in the Company's group. A related party would include members of the family of a Director, shadow director or controlling shareholder.
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Responsibility Letter: Standard form letter sent by the Company to Investbx Linited confirming that Directors take full responsibility for the Admission Document and have sought and taken advice from Designated Professionals
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Share Admission Notification: Request for Admission to be submitted in advance of the first auction date for those Shares
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Sharemark: The periodic auction-based dealing facility operated by The Share Centre. The Sharemark dealing facilities constitute a Mulitlateral Trading Facility.
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Shares: Ordinary equity shares in the Company for which an application to trading has been made
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SME: Small and medium enterprises as defined in Recommendation 2003/361/EC 6 May 2003
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The Share Centre: The Share Centre Limited, a company incorporated in England and Wales under the Companies Act 1985 with registered number 2461949 and having its registered office at Oxford House, Oxford Road, Aylesbury, Buckinghamshire HP21 8SZ. The Share Centre is a member firm of the London Stock Exchange and is authorised and regulated by the Financial Services Authority.
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UKLA: The UK Listing Authority
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West Midlands: The area comprising the counties of Shropshire, Staffordshire, Warwickshire and Worcestershire; the metropolitan districts of Birmingham, Coventry, Dudley, Sandwell, Solihull, Walsall and Wolverhampton; and the non-metropolitan districts of Herefordshire, Stoke-on-Trent and Telford and Wrekin.
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