Investors
PROACTIS Holdings Plc is registered in England and Wales and operates worldwide. The Company was admitted to the AIM market of the London Stock Exchange in June 2006.

The investment information provided on these pages is disclosed for the purposes of Rule 26 of the AIM Rules for Companies - Download the Articles of Association.
Meet the team:
Hampton Wall
(Chief Executive Officer)
Hampton has more than 30 years of corporate management, business development and international M&A experience. He has been President and Chief Executive Officer of Perfect Commerce for 10 years and was previously President of CorMine LLC, a leading procurement services BPO company that acquired Perfect Commerce in 2007. Prior to CorMine LLC, he held various positions at Ferguson Enterprises and Wolseley PLC over 17 years, latterly as the President of the Corporate Sales Division. Hampton is a graduate of Wake Forest University.
Sean McDonough
(Chief Operating Officer)
Mr McDonough joined the Group as Director of Professional Services during 2005 from Azolve Limited, which he co-founded. Previous roles include Director of Professional Services for CODA Group plc, UK Technical Director for BaaN, Head of Professional Services – Europe Silknet Limited and VP of Professional Services EMEA at Kana Communications.
Tim Sykes
(Chief Financial Officer)

Tim Sykes is a fellow of the Institute of Chartered Accountants of England and Wales. Over the last ten years, he has built up an expertise within the small cap AIM listed market with over 25 financial years' experience across 5-10 companies as consulting CFO, before joining PROACTIS on a full-time basis from January 2016. Prior to that, he held senior positions within corporate finance at KPMG and as Commercial Director at Mountain Warehouse. 

Alan Aubrey
(Non-Executive Chairman)
Mr Aubrey is the Chief Executive Officer of IP Group plc, a FTSE 250 company that specialises in commercialising intellectual property. He is also a non-executive chairman of Ceres Power Holdings plc, a manufacturer of advanced solid oxide fuel cells, a non-executive director of Avacta Group plc, an AIM listed company that develops new detection and diagnostic devises for the bio-pharmaceutical markets and a non-executive director of the Department of Business Innovation and Skills (BIS). Mr Aubrey is a fellow of the Institute of Chartered Accountants of England and Wales.

Mr Aubrey is a member of the Remuneration Committee and the Chair of the Audit Committee.
Rodney Potts
(Non-Executive Director)
Mr Potts was one of the founders and former Chief Executive of CODA Group plc, the global provider of accounting systems. He is a director of a number of technology ventures. Mr Potts is the Chair of the Remuneration Committee and a member of the Audit Committee.
Share Price & Chart
Share Price
Share Chart
Regulatory News
RNS Announcements
Reports & Announcements
Most of the documents available for download are in the Portable Document Format (PDF). In order to view the PDF files, you will need to have the free Adobe® Acrobat® Reader installed on your computer.
Proposed Acquisition
Please use the link below to download the Admission Document and certain other documents related to the proposed fundraising, acquisition and re-admission to AIM.

 
Shareholders
Significant Shareholders

 
Shareholder
 
% Held
Mr Rodney Potts
 
9.67%
Lombard Odier Asset Management (Europe) Limited 
 
9.41%
Liontrust Investment Partners LLP 
 
8.55%
Artemis Fund Managers LTD 
 
6.22%
Investec Wealth & Investment Limited 
 
5.31%
Miton Asset Management LTD
 
4.56%
Hargreave Hale LTD 
 
4.01%
AXA Investment Managers (U.K.) LTD 
 
3.92%
Old Mutual Global Investors Ltd
 
3.23%

Total shares in issue: 92,662,789

11.45% of the ordinary shares of the Company are not held in public hands.

PROACTIS Holdings PLC has not applied or agreed to have any of it securities admitted or traded on any other exchanges or trading platforms, other than the AIM market of the London Stock Exchange.

There are no restrictions on the transfer of PROACTIS Holdings PLC's AIM securities.

This information was last updated on 7 August 2017.
Advisors & Contacts
Contacts 
Tim Sykes Chief Financial Officer

Riverview Court
Castle Gate
Wetherby
LS22 6LE
UK

Tel: +44 (0)1937 545 070
Fax: +44 (0)1937 545 071
Nominated Advisor & Broker

finnCap Limited
60 New Broad Street
London
EC2M 1JJ
Lawyers

Walker Morris
Kings Court
12 King Street
Leeds
LS1 2HL
Auditors

KPMG LLP
1 The Embankment
Neville Street
Leeds
LS1 4DW
Financial PR Advisors 

Redleaf Communications
First Floor, 4 London Wall Buildings
Bloomfield Street
London
EC2M 5NT
Registrars

Capita Asset Services
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
HD8 0GA
Corporate Governance
Corporate Governance

PROACTIS Holdings PLC is subject to the UK City Code on Takeovers and Mergers.  Whilst the Company is listed on AIM, it is not required to adopt the provisions of the Code on Corporate Governance ("the Combined Code"). However, the Board is committed to the maintenance of high standards of corporate governance and after due consideration it has adopted many aspects of the Combined Code as described below.

The Board of Directors and Committees of the Board of Directors

The Board, which is headed by the Chairman who is non-executive, comprises one other non-executive and three executive members as at 31 July 2014. The Board met regularly throughout the year with ad hoc meetings being held also. The role of the Board is to provide leadership of the Company and to set strategic aims but within a framework of prudent and effective controls which enable risk to be managed. The Board has agreed the Schedule of Matters reserved for its decision which includes ensuring that the necessary financial and human resources are in place to meet its obligations to its shareholders and others. It also approves acquisitions and disposals of businesses, major capital expenditure, the annual financial budgets and recommends interim and final dividends. It receives recommendations from the Audit Committee in relation to the appointment of auditors, their remuneration and the policy relating to non-audit services. The Board agrees the framework for executive directors' remuneration with the Remuneration Committee and determines fees paid to non-executive directors. Board papers are circulated before Board meetings in sufficient time to be meaningful.

The division of responsibilities between the Chairman and the Chief Executive Officer is clearly defined. The Chairman's primary responsibility is ensuring the effectiveness of the Board and setting its agenda. The Chairman has no involvement in the day-to-day business of the Group. The Chief Executive Officer has direct charge of the Group on a day-to-day basis and is accountable to the Board for the financial and operational performance of the Group.

The performance of the Board is evaluated on an ongoing basis with reference to all aspects of its operation including, but not limited to: the appropriateness of its skill level; the way its meetings are conducted and administered (including the content of those meetings); the effectiveness of the various Committees; whether Corporate Governance issues are handled in a satisfactory manner; and, whether there is a clear strategy and objectives.

A new director, on appointment, is briefed on the activities of the Company. Professional induction training is also given as appropriate. The Chairman briefs non-executive directors on issues arising at Board meetings if required and non-executive directors have access to the Chairman at any time. Ongoing training is provided as needed. Directors are continually updated on the Group's business and on issues covering insurance, pensions, social, ethical, environmental and health and safety by means of Board presentations.

In the furtherance of his duties or in relation to acts carried out by the Board or the Company, each director has been informed that he is entitled to seek independent professional advice at the expense of the Company. The Company maintains appropriate cover under a Directors and Officers insurance policy if legal action is taken against any director.
The non-executive directors are considered by the Board to be free to exercise independence of judgement. They have never been employees of the Company nor do they participate in any of the Company's pension schemes or bonus arrangements. They receive no other remuneration from the Company other than their fees.

It is recognised that the Combined Code does not treat the Chairman as independent and it is considered best practice that he should not sit on the Audit or Remuneration Committees.* However the Board takes the view that as the number of non-executive directors is only two, including the Chairman, and as the Chairman does not chair either of those Committees, his participation will continue as each of the Committees gain the benefit of his external expertise and experience in areas which the Company considers important.
 
*Remuneration Committee
The Remuneration Committee reviews the performance of the Executive Directors and sets the scale and structure of their remuneration and it reviews the basis of their service agreements with regard to the interests of the shareholders. Other board members may be invited to attend meetings. The Remuneration Committee also makes recommendations to the Directors concerning the allocation of share options to Directors and employees. The remuneration and terms of appointment of Non-Executive Directors is set by the Board.

*Audit Committee
The Audit Committee meets at least twice each year and is responsible for monitoring the quality of internal control, ensuring that the financial performance of the Company is properly measured and reported on, meeting with the auditors and reviewing reports from the auditors relating to accounting and internal controls. The Chief Financial Officer will be invited to attend meetings but the committee will meet with the auditors at least once each year without the Chief Financial Officer being present.

Nominations Committee
There is no formal Nominations Committee, the appointment of new Directors is being considered by the full Board.
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