BiON plc is an AIM Rule 15 cash shell. The Company’s strategy is to acquire a business that is seeking an AIM quoted platform via a reverse takeover. The Directors intend to consider opportunities in a number of sectors and will focus on an acquisition that can create value for shareholders in the form of capital growth and/or dividends.
As an AIM Rule 15 cash shell, the Company is required to make an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 on or before 20 April 2023, failing which the Company’s ordinary shares would be cancelled from trading on AIM.
BiON plc is incorporated under the laws of Jersey, with the registration number 119200. The Company’s main country of operation is the UK.
Board of Directors
Mr. Aditya Chathli
Interim Non-Executive Chairman
Mr. Aditya Chathli was appointed as a Non-Executive Director of the Company on 29 September 2017 and is an experienced capital markets expert with a more-than 25-year track record of advising global companies, organisations and government agencies.
Currently, he is a Director of Gracechurch Group, an independent communications consultancy; Chairman of Lokcom Networks Ltd, an IOT technology start-up company; and Chairman of Standard-listed AIQ Ltd. His career in financial PR started in 1998 at Brunswick Group, a global partnership advising on business-critical issues to companies in 14 countries. In 2004, he established a financial PR company, Corfin, which was then acquired by Luther Pendragon in 2011. After eight years at Luther, he conducted an MBO to set up the company now trading as Gracechurch Group. Prior to his career in financial PR, Mr. Chathli worked for Adam Smith International, a global advisory and consulting business, advising governments in emerging nations with their economic reform policies.
Mr. Malcolm Groat is a Chartered Accountant (FCA) and MBA graduate who has worked for many years as a consultant to companies in the technology, natural resources and general commerce sectors. Following an early career with PwC in London, he held CFO, COO and CEO roles in international businesses. Since 2005, Malcolm has served in non-executive director or chairman positions primarily with growth businesses traded on AIM but also with larger bodies such as Baronsmead Second Venture Trust plc. He is currently chairman of TomCo Energy Plc and of Harland & Wolff Group Holdings plc, both AIM-traded companies.
The Directors of BiON plc have chosen to adopt the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”), in line with the requirement for all AIM-listed companies to adopt and comply with a recognised corporate governance code, as the basis of the Company’s governance framework.
The Board believes that good corporate governance reduces risks within the business and promotes confidence and trust amongst its stakeholders. The Board considers that the Company complies with the QCA Code so far as is practicable having regard to the size, nature and current stage of the Company’s development: the business is an AIM Rule 15 cash shell and it will therefore not comply with all the rules of the QCA code as indicated below due to its status, for example the Company does not have employees and therefore cannot communicate with them. If an acquisition is completed, the Board expects to put processes in place to comply with all the QCA code requirements relevant to the business size and complexity.
The QCA Code includes ten broad principles to which the Company strives to adhere in order to implement the appropriate corporate governance arrangements with the aim of delivering growth to its shareholders in the medium and long-term.
The QCA Code can be found on the QCA’s website: www.theqca.com.
Aditya Chathli, Interim Non-Executive Chairman
This disclosure was last reviewed and updated on 13 October 2022
The Company has established audit, remuneration, nomination, AIM Rules compliance and investment committees of the Board with formally delegated duties and responsibilities.
The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. Its duties include keeping under review the scope and results of the audit and its effectiveness, and the consideration of the independence and objectivity of the external auditors.
The Audit Committee meets not less than twice in each financial year and has unrestricted access to the Company’s auditors. Members of the Audit Committee are Aditya Chathli (Chair) and Malcolm Groat.
The Remuneration Committee reviews the performance of Executive Directors and makes recommendations to the Board on matters relating to their remuneration packages and terms of employment.
The Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. Members of the Remuneration Committee are Aditya Chathli (Chair) and Malcolm Groat.
The Nomination Committee is responsible for identifying and nominating Directors and recommending Directors to be appointed to each Committee of the Board and the Chair of each such committee. The Committee also arranges for evaluation of the Directors. The Committee consists of Aditya Chathli (Chair) and Malcolm Groat.
AIM Rules Compliance Committee
The role of the AIM Rules Compliance Committee is to ensure that procedures, resources and controls are in place to ensure AIM Rules compliance by the Company is operating effectively at all times and that executive directors communicate as necessary with the Company’s nominated adviser regarding ongoing compliance with the AIM Rules for Companies, in particular Rules 11, 17, 18 and 19, including without limitation in relation to all announcements and notifications and proposed or potential transactions. The members of the Committee are Aditya Chathli (Chair) and Malcolm Groat.
The Investment Committee is responsible for reviewing strategies and capital allocation for material investment activities. The Investment Committee also assesses all risks associated with investments in order to make recommendations to the Board. The current focus of the Investment Committee, and the Board of Directors a whole, given the Company’s position as an AIM Rule 15 cash shell, is the identification of an acquisition target that is a business that is seeking an AIM quoted platform via a reverse takeover. The Directors intend to consider opportunities in a number of sectors and will focus on an acquisition that can create value for shareholders in the form of capital growth and/or dividends. The members of the Committee are Aditya Chathli (Chair) and Malcolm Groat.
Further details on the activities of the Board Committees can be found in the Company’s Annual Report & Accounts 2022 in the Corporate Governance Report on pages 18-20, the Audit Committee Report on pages 22-23 and the Remuneration Committee Report on pages 24-26.
QCA Code Application
QCA Code Principle
QCA Code Explanation
1. Establish a strategy and business model which promote long-term value for shareholders
The Board must be able to express a shared view of the Company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the Company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the Company from unnecessary risk and securing its long-term future.
The Company’s strategy is to acquire a business that is seeking an AIM quoted platform via a reverse takeover. The Directors intend to consider opportunities in a number of sectors and will focus on an acquisition that can create value for shareholders in the form of capital growth and/or dividends.
The Company’s business model and strategy is set out in the Strategic Report of the Annual Report & Accounts 2022 on pages 7 to 10, which also includes details of the key risks and challenges facing the Company.
2. Seek to understand and meet shareholder needs and expectations
Directors must develop a good understanding of the needs and expectations of all elements of the Company’s shareholder base.
The Board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.
Feedback from investors is obtained through direct interaction with the Board at shareholder meetings and via the Company’s professional advisers.
The Board members make themselves available to meet with shareholders and potential investors as and when required.
3.Take into account wider stakeholder and social responsibilities and their implications for long-term success
Long- term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The Board needs to identify the Company’s stakeholders and understand their needs, interests and expectations.
Where matters that relate to the Company’s impact on society, the communities within which it operates or the environment have the potential to affect the Company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the Company’s strategy and business model.
Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.
Due to the size of the Company, it does not currently have a policy for interaction with its wider stakeholder base. Nor does it have a social responsibility policy. These will both be reviewed on the successful completion of an acquisition.
4.Embed effective risk management considering both opportunities and threats, throughout the organisation
The Board needs to ensure that the Company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the Company’s supply chain, from key suppliers to end-customer.
Setting strategy includes determining the extent of exposure to the identified risks that the Company is able to bear and willing to take (risk tolerance and risk appetite).
The Company is an AIM Rule 15 cash shell and its risk management controls are focused on cost, cash and regulatory matters. The relevant risk management controls will be re-established once an acquisition has been executed. These controls will reflect the risks, internally and externally, that the acquisition faces and how to mitigate and control these risks to ensure the delivery of the acquisition’s strategy.
Maintain a Dynamic Management Framework
|QCA Code Principle||QCA Code Explanation||BiON Application|
Maintain the board as a well-functioning, balanced team led by the chair
The board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.
The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.
The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgement.
The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.
Directors must commit the time necessary to fulfill their roles
The composition, roles and responsibilities of the Board and its Committees are set out above and, for the period ending 30 April 2022, on pages 18 to 20 of the Annual Report & Accounts 2022. The number of meetings of the Board and Directors’ attendance is also detailed.
The Board is comprised of two Non-Executive Directors being Aditya Chathli and Malcolm Groat. The Board believes this structure is appropriate for the time being given the current status of the Company. Part of the role of the Board’s is to ensure that the composition of the Board is kept under review as the Company’s business evolves.
6.Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition.
The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.
As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change.
The composition of the Board and the credentials of the individual directors are outlined on the ‘Board of Directors’ section of this website.
The Board has significant and an appropriate level of experience, skill and capabilities given the nature and size of Company, but the Board does intend to appoint further independent Non-executive Directors in the future following a successful acquisition.
The Board’s skill set are appropriate to the Company as it seeks to make an acquisition. These skills cover mergers and acquisitions, investment management, finance and operational experience. All of which will be required in finding and structuring an acquisition. Given the Directors’ other business interests, these skills are continually kept up to date.
7.Evaluate board performance based on clear and relevant objectives seeking continuous improvement
The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.
The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.
It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.
Due to the Company being an AIM Rule 15 cash shell, the succession plan of the Board and the evaluation of Board effectiveness has not occurred. This will be reviewed following the successful completion of an acquisition.
8.Promote a corporate culture that is based on ethical values and behaviours
The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.
The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company.
The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.
The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company.
The Board recognises its responsibility for establishing high ethical standards of behaviour and corporate governance and the Company has policies in place that are appropriate for its current situation. On acquiring a business, the Board will review the polices, including, but not limited to: health and safety; anti-bribery; environmental protection; equal opportunities; equality and diversity; training and development; whistleblowing and modern slavery, to support its approach of conducting business in an open and transparent manner that is in line with the core values. The Board will monitor these polices by formal reporting to it by the CEO/COO and CFO when they are appointed.
9.Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:
The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.
The Corporate Governance Report on pages 16 to 17 of the Annual Report & Accounts 2022 details the corporate governance structures and processes for the Company.
QCA Code Principle
QCA Code Explanation
10.Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
A healthy dialogue should exist between the Board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company.
In particular, appropriate communication and reporting structures should exist between the Board and all constituent parts of its shareholder base. This will assist:
● the communication of shareholders’ views to the board; and
● the shareholders’ understanding of the unique circumstances and constraints faced by the Company.
It should be clear where these communication practices are described (annual report or website).
The Board recognises the importance of effective communication with its shareholders. A range of corporate information is available on the Company’s website, and information within the Company’s Annual Report & Accounts provide details to stakeholders on how the Company is governed.
Company performance is communicated to its shareholders and the market in its results announcements, with further trading updates made where required and appropriate.
The City Code
BiON plc is a public company incorporated in Jersey, Channel Islands, and whose securities are traded on AIM, a market operated by the London Stock Exchange plc. The UK City Code on Takeovers and Mergers (the “City Code”) applies to all companies who have their registered office in the UK, Channel Islands or Isle of Man and whose securities are traded on AIM. Accordingly, the City Code applies to BiON plc.
As BiON plc is not incorporated in the UK, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
Last updated on 13 October 2022
Form of Proxy – EGM April 2020
Proposed Rule 9 Waiver and Notice of EGM Circular
Reports & Accounts
Financial Reports & Accounts
BiON Interim 2023 Results 31.01.23
BiON Interim 2021 Results 19.04.22
Green & Smart Interim 2019 Results 30.09.2019
Green & Smart Interim 2018 Results 16.08.2018
Half Year Results 2017 22.06.17
Interim 2016 Results – 29 June 2016
In accordance with AIM Rule 26 and Market Abuse Regulation, the Company’s announcements will be available for a period of at least five years.
Advisers, Company Secretary & Registrar
Beaumont Cornish Limited
Building 3, Chiswick Park
566 Chiswick High Road
London W4 5YA
Optiva Securities Limited
49 Berkeley Square
London W1J 5AZ
Legal Adviser as to English law
Charles Russell Speechlys
5 Fleet Place
London EC4M 7RD
Legal Adviser as to Jersey Law
26 New Street
St Helier JE2 3RA
33 Ludgate Hill
Birmingham B3 1EH
29 Wellington Street
Leeds LS1 4DL
Apex Financial Services (Jersey) Limited
12 Castle Street
St Helier JE2 3RT
Financial PR Adviser
48 Gracechurch Street
London EC3V 0EJ
BiON plc is listed on AIM, a market operated by the London Stock Exchange plc, and trades under the ticker symbol ‘BION’. There are no restrictions on the transfer of securities. The Company’s shares are not traded on any other stock exchange.
The total issued and outstanding number of shares is 765,053,098. There are no shares held in treasury.
The percentage of the issued share capital not held in public hands is 37.5%.
The following table contains shareholders holding 3.0% or more of the ordinary share capital of BiON plc.
|Shareholder||Number of Ordinary Shares||Percentage of Issued Ordinary Share Capital|
|Syed Nazim bin Syed Faisal (1)||86,343,953||11.3|
|Serba Dinamik International Ltd (1)||51,806,000||6.8|
|Serba Dinamik Group Berhad (1)||34,537,581||4.5|
1 Serba Dinamik International and Serba Dinamik Group are both wholly-owned subsidiaries of Serba Dinamik Holdings Berhad and Tuan Syed Nazim is an Executive Director of Serba Dinamik Holdings. Accordingly, these parties are considered a Concert Party under the City Code on Takeovers and Mergers.
Last update: 16/02/2023
AIM Rule 26
This information has been disclosed pursuant to Rule 26 of the AIM Rules for Companies.
Board committees and directors’ responsibilities
Country of incorporation and main country of operation
Current constitutional documents
Details of any other exchanges or trading platforms
Number of securities in issue, percentage of securities not in public hands and significant shareholders
Details of any restriction on the transfer of securities
Company announcements and notifications
Admission Documents and circulars
UK City Code on Takeovers and Mergers
Last update: 31/01/2023