A Company seeking Admission must be able to demonstrate to the Admissions Committee that, at the time of Admission and, where appropriate,on a continuing basis thereafter, that it (or, where appropriate, its operating subsidiaries) can meet the following criteria:
- It can provide investors on Admission with published and filed audited accounts covering two full years of its current operations. The accounts must contain no qualifications as to fundamental uncertainty or adverse opinion. The Admissions Committee may in its absolute discretion accept a Company that cannot demonstrate a two year trading record for its current operations provided both its latest audited and management accounts show revenue generation and it can demonstrate that it has received external institutional funding whilst developing its products or services;
- It must be an SME incorporated, managed and controlled in the United Kingdom as a public limited company and should have a significant part of its operations in the West Midlands;
- The Company must be able to demonstrate management information systems commensurate with its size together with a suitably qualified person in charge of the finance function;
- It must be able to demonstrate that its Directors are fit and proper persons with experience relevant to the type of business seeking Admission and with continuity of senior management throughout the previous two year trading period;
- It has at least one independent non-executive director; Other than in exceptional circumstances, non-executive directors will be expected to remain on the board for the duration of their fixed term appointments;
- Its Central Investors own at least 20% of each class of Share traded on Investbx and have undertaken at Admission (pursuant to the Admission Agreement) not to sell any Shares in the Company until at least 12 months after Admission;
- The Company must be able to demonstrate that any Controlling Shareholders will not abuse such a position;
- The Company will have sufficient Shares held in public hands or available for purchase to allow periodic auctions to take place. Shares will not be regarded as being held in public hands if they are held directly or indirectly by a Director, Founder Shareholder, or a Connected person, of the Company or any of its subsidiary undertakings, the trustees of any employees' share scheme or pension fund established for the benefit of any Directors and employees of the Company and its subsidiary undertakings, any person who by virtue of any agreement has a right to nominate a person to the board of directors of the company, or any person who is interested in 20% or more of the securities of the relevant class, unless Investbx determines that, in all the circumstances, such person can be included within the definition of 'public';
- All of a Company’s shares admitted to trading must be freely transferable, carry proportional voting rights and be capable of being settled through CREST; and
- It must be fully compliant with all other requirements contained in the Investbx Admission Principles, including those relating to information disclosure.
The Admissions Committee will consider Admission after evaluating the information provided by a Company and its Designated Professionals. Admission will be conditional on a Company reaching its minimum funding level. The Admissions Committee will make its own enquiries about each Company seeking Admission and will exercise discretion as to whether or not to allow Shares to be admitted. Services provided by Investbx’s new issues service to or on behalf of an Applicant are independent of consideration of suitability for Admission and should not be taken to imply that Admission will be granted. The Admissions Committee may waive certain of the above criteria at their absolute discretion. Companies with a significant part of their operations in the West Midlands whose Shares are traded on another public securities market in the UK will be acceptable for Admission at the absolute discretion of the Admissions Committee, notwithstanding that they may not fully meet the requirements set out above, provided that such Company can demonstrate compliance in full with all the requirements of the market where its Shares are currently traded. The Admissions Committee may also waive certain of the above criteria for Companies wishing to trade their Shares on a Closed User Group basis (eg amongst employees or co-operative members).
If, at any stage after Admission a Company ceases to comply with the Admission Principles for any material period of time, the Company shall immediately inform the Admissions Committee, who may require a public announcement of this fact. The Admissions Committee expects that the Company will use all reasonable endeavours to remedy the non-compliance as soon as practicable but, in its absolute discretion, reserves the right to suspend trading of the Company’s Shares until the Company is in compliance.
