AQRU Plc, incorporated on 31 October 2019 and registered in England and Wales under the Companies Act 2006 with company number 12291603.
9th Floor, 16 Great Queen St, London WC2B 5DG
The Company is subject to the UK Takeover Code.
The Company’s shares are traded on the Access segment of Aquis Stock Exchange Growth Market (TIDM) under the symbol: DEFI
ISIN: GB00BN6JHS87; SEDOL: BN6JHS; Legal Entity Identifier: 213800JY9TG4848ZLR34
AQSE Corporate Adviser to the Company:
Legal advisers to the Company:
Auditors to the Company and Reporting Accountants:
Kreston Reeves LLP
Computershare Investor Services PLC
Number of Ordinary Shares in issue:
Percent of securities in public hands:
96,200,000 and this is 7.9% of the Fully Diluted Share Capital
Phillip Blows – 127,884,880 – 10.6%
Mountain View Ventures AG – 127,209,883 – 10.5%
Marallo Holdings Inc* – 73,246,633 – 6.0%%
Cause Ventures Inc.- 70,672,153 – 5.8%
Digby Try – 61,354,412 – 5.1%
*Marallo Holdings Inc is controlled by Michael Edwards, a director.
The Directors are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Company’s size and nature, to comply with the QCA Code.
The Company has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee will, on Admission, comprise Timothy Le Druillenec and Mark Rutledge. The composition of this committee may change over time as the composition of the board changes.
The Audit Committee will determine the terms of engagement of the Company’s auditors and will determine, in consultation with the auditors, the scope of the audit. The Audit Committee will receive and review reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee will have unrestricted access to the Company’s auditors.
The Remuneration Committee, which comprises Timothy Le Druillenec and Mark Rutledge, is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company.
The Board, which will meet not less than once per month, will ensure that procedures, resources and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the executive directors are communicating effectively with the Company’s AQSE Corporate Adviser regarding the Company’s ongoing compliance with the AQSE Growth Market Access Rulebook and in relation to all announcements and notifications and potential transactions.
The Company has adopted a share dealing code for dealings in securities of the Company by the Directors, which is appropriate for a company whose shares are traded on the Access segment of the AQSE Growth Market. This will constitute the Company’s share dealing policy for the purpose of compliance with UK Legislation including UK MAR and Rule 4.1 of the AQSE Growth Market Access Rulebook. It should be noted that the insider dealing legislation set out in the Criminal Justice Act 1993, as well as provisions relating to market abuse, will apply to the Company and dealings in Ordinary Shares.
The Company has implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees, and consultants comply with the UK Bribery Act 2010.
The Directors have established financial controls and reporting procedures, which are considered appropriate given the size of and structure of the Company. These controls will be reviewed in the light of any acquisition and adjusted accordingly.
Mike Edwards and Tim Le Druillenec are non-executive directors of NFT Investments plc and a number of the members of the advisory board are also advisers to NFT Investments plc. The investment policy of NFT Investments plc is to invest in non-fungible tokens and other digital assets whereas the business model of the Company is markedly different: it is to engage with and help develop companies with DeFi technologies and projects. Whilst such technologies and projects may utilise non-fungible tokens, they would not form part of the Company’s core investment strategy. As such, Mark Rutledge and Misha Sher, the Company’s independent directors, do not consider that Mike Edwards and Tim Le Druillenec have a conflict of interest but to the extent any such conflict does arise Mike Edwards and Tim Le Druillenec will recuse themselves from decision making regarding the conflicted matter.
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