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AIM and Euronext Growth Rule 26

Country of Incorporation and Main Country of Operation

Draper Esprit plc is a company incorporated in England and Wales with registered number 9799594 and its main country of operation is the UK. The rights of shareholders in an England and Wales incorporated company may be different from the rights of shareholders in an Irish incorporated company.

Business Description

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Draper Esprit is one of the leading venture capitalist investors involved in the creation, funding and development of high-growth technology businesses with an emphasis on digital technologies in the UK, the Republic of Ireland and the rest of Europe.

Corporate Governance

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The Directors share the view that sound governance is fundamental to the successful growth of the business. Following changes to AIM Rule 26 during 2018, the Company is required to declare which recognised corporate governance code it has adopted and state how that code has been applied. We continue to apply the principles of the Quoted Companies Alliance Corporate Governance Code for small and mid-sized companies, an updated version of which was published in April 2018 (the "QCA Code"), and our Chairman's Governance Statement issued in compliance with AIM Rule 26 explaining our application of the QCA Code can be viewed here.

The Directors are responsible for the determination of the Group’s investment policy and setting the strategic aims and objectives of the Group, and have overall responsibility for the Group’s activities including the review of investment activity and performance. The Board will meet at least six times per annum (and on an ad-hoc basis when necessary between the scheduled meetings), and the Audit Committee will meet at least three times per annum and the Remuneration and Nomination Committee will meet at least two times per annum.

The Directors are as follows:

Board Members

Karen Slatford (Non-Executive Chairman)

Karen Slatford has significant experience of working in the global technology and business arenas. She spent the majority of her career working for Hewlett Packard, where she was Vice President of Worldwide Sales and Marketing. In 2001, Karen began working with smaller technology businesses. She is currently a senior independent non-executive director at both Micro Focus International plc and accesso Technology Group PLC, and Chairman of MYCOM OSI. Karen holds a BA honours degree in European Studies from Bath University and a Diploma in Marketing.

Simon Christopher Cook (Chief Executive Officer)

Simon has been active in the UK venture capital industry since 1995. Previously, Simon was a partner with Cazenove and with Elderstreet Investments and a director at 3i in Cambridge. In 2006, he led the management buy-out of Cazenove Private Equity and acquisition of Prelude Ventures and he negotiated the Group’s partnership with the Draper Venture Network. Simon has invested in a number of successful technology start-ups, including Cambridge Silicon Radio (IPO), Virata (IPO), Horizon Discovery (IPO), nCipher (IPO), Lovefilm (sold to Amazon), Zeus (sold to Riverbed) and KVS (sold to Veritas). Simon currently serves as a director or observer with Ledger, Perkbox, Pod Point, Revolut and Trustpilot. Prior to venture capital, Simon worked as a strategy and IT consultant at KPMG, where he established the Digital Media strategy consulting practice, and as a computer games developer, running his own development company started at age 19. Simon is a graduate of the University of Manchester Institute of Science and Technology (“UMIST”) with a BSc in Computation. He is a former member of the EVCA Venture Platform group and was voted VC Personality of the Year 2008.

Stuart Malcolm Chapman (Chief Operating Officer)

Prior to establishing the Group with Simon in 2006, Stuart was a Director of 3i Ventures in London. Having joined 3i in 1992, he has over 25 years’ venture capital experience in Europe and the US. He was a founding partner of 3i US, based in Menlo Park, CA from 1999 until 2003. Stuart was responsible for Esprit’s investments in Lagan Technology (sold to Verint), Redkite (sold to Nice) and Kiadis (IPO). Stuart currently serves as a director or observer with Conversocial, Displaydata, Graphcore, Metalysis, Realeyes and Resolver. Prior to 3i, Stuart was involved in software and systems implementations for Midland Bank. He is a graduate of Loughborough University and currently serves on the Strategic Advisory Board for the Loughborough School of Business.

Benjamin David Wilkinson (Chief Financial Officer)

Ben has been appointed to the Board with effect from 4 June 2019, having joined the Group as CFO in 2016. In addition to his responsibilities for the Group’s finance and investor relations functions, Ben serves as a member of the Investment Committee. Ben is an experienced leader of public company finance teams having served for five years as CFO of AIM-listed President Energy PLC where he was responsible for all financial aspects of the group. During his time at President, Ben was a key part of the Board that undertook investments into Argentina and Paraguay and raised $175 million across several equity issuances with shareholders such as IFC/World Bank and significant UK institutional investors. Ben is a Chartered Accountant, FCA, with a background in M&A investment banking from ABN Amro/RBS where he was involved with multiple cross border transactions and corporate financings, both debt and equity. Ben is a graduate of Royal Holloway, University of London with a BSc in Economics.

Grahame David Cook (Non-Executive Director)

Grahame Cook is an experienced FTSE and AIM non-executive director, with extensive experience as an audit committee chairman. With a background in banking, where he has specialised in the life sciences, pharma and biotech sectors, Grahame has over 20 years’ experience of M&A, equity capital markets and investor relations. Grahame started his career at Arthur Andersen, where he qualified as a chartered accountant and worked within audit and corporate investigations. Subsequent positions include at UBS, where he was a member of the global investment banking management committee and global head of equity advisory, and at WestLB Panmure, where he was joint chief executive officer and ran a €100m technology fund. Grahame is currently a non-executive director of Horizon Discovery Plc, Morphogenesis Inc, and Minoan Group plc and has previously served on the board of West Private Equity (now Horizon Capital). Grahame holds a Double First Class honours degree from the University of Oxford.

Richard Fowler Pelly (Non-Executive Director)

Richard is a non-executive director and advisor in the area of micro, small and medium-sized businesses. Up until April 2014, Richard was the chief executive of the European Investment Fund (‘‘EIF’’), Europe’s largest investor in venture capital funds. Before joining EIF in April 2008, Richard was managing director of structured asset finance at Lloyds TSB Bank in London from 2005 to 2007. From 1998 to 2005, he worked for GE Capital, first as chairman and CEO of Budapest Bank in Hungary and then as CEO of UK Business Finance within GE Commercial Finance. Prior to his career at GE, Richard worked for Barclays Bank in various functions in the UK and in France from 1977 to 1997, including business development, corporate finance, structured finance and retail banking. Richard holds an honours degree in Psychology from Durham University, a diploma from the Institute of Bankers and obtained an MBA with distinction from INSEAD Fontainebleau. In 2003, he was awarded an OBE in the Queen’s Honours List for Services to the community in Hungary.

Roles and responsibilities of the chair, chief executive and any other directors who have specific individual responsibilities or remits

Karen Slatford, as Chairman, is responsible for leading an effective Board, upholding high standards of corporate governance throughout the Group, partIcularly at Board level, and ensuring appropriate strategic focus and direction.

The Chief Executive Officer (Simon Cook) has overall responsibility for proposing the strategic focus to the Board, delivery of the business model and strategy and the day to day management of the Group's business.

Grahame Cook and Richard Pelly, both independent Non-Executive Directors, chair the Audit Committee and the Remuneration & Nomination Committee respectively. They are available to engage with shareholders should they have a concern that is not resolved through the normal channels.

Stuart Chapman is the Chief Operating Officer and ensures that the Board is properly briefed on the operating performance of the business, including in respect of the investment portfolio, HR matters, risk and compliance.

Ben Wilkinson is the Chief Financial Officer and is responsible for the Group's finance and investor relations functions.

Matters reserved for the Board

The Schedule of Matters Reserved for the Board of the Company sets down those powers reserved for the full Board of the Company and which are not delegated to the Company's Executive Directors. The list contains some matters which the Board cannot, as a matter of law, delegate. The Board may, however, appoint committees as it thinks fit to exercise certain of its powers.

Specific areas of delegation are set out in terms of reference for the Audit Committee and Remuneration & Nomination Committee.

The following list is a summary of matters that require approval of the Board:

  • Matters relating to management structure and appointments;
  • Any strategic or policy considerations;
  • Certain transactions including acquisitions and disposals and transactions not in the ordinary course of business;
  • Finance matters including the final approval of annual and interim accounts and accounting policies;
  • Certain legal, administrative, pension and other benefits related matters; and
  • Approval of investments over £10m.

Please see schedule of matters reserved for the Board of Directors here.

Committees (Audit, Remuneration & Nomination)

The Board has established an Audit Committee and a Remuneration & Nomination Committee, with formally delegated duties and responsibilities as described below.

Audit Committee

The Audit Committee is responsible for ensuring the financial performance of the Group is properly reported on and monitored. Its role includes monitoring the integrity of the Group’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings). The Audit Committee monitors the need for an internal audit function and is also responsible for establishing, monitoring and reviewing procedures and controls for ensuring compliance with the AIM Rules and Euronext Growth Rules.

The Audit Committee is chaired by Grahame Cook and its members are Karen Slatford and Richard Pelly. The Audit Committee meets at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit Committee also meets frequently with the Company’s external auditors.

Please see Terms of Reference of the Audit Committee here.

Remuneration & Nomination Committee

The Remuneration & Nomination Committee is responsible for determining and agreeing with the Board the policy for the remuneration of the Chairman and Executive Directors and, within the terms of the agreed policy, recommending the total remuneration packages of such persons including, where appropriate, bonuses, incentive payments, share options or awards. The remuneration of Non-Executive Directors is a matter for the Chairman and the Executive Directors. No Director is involved in any decision as to his or her own remuneration. The Remuneration & Nomination Committee is also responsible for issuing awards of shares and options to purchase Ordinary Shares under the Company’s share incentive plans.

The Remuneration & Nomination Committee is also responsible for identifying and nominating members of the Board, recommending Directors to be appointed to each committee of the Board and the chair of each such committee. The Remuneration & Nomination Committee also arranges the annual formal Board evaluation process.

The Remuneration & Nomination Committee is chaired by Richard Pelly and its members are Karen Slatford and Grahame Cook. The Remuneration & Nomination Committee meets at least twice a year and otherwise as required.

Please see Terms of Reference of the Remuneration and Nomination Committee here.

Board evaluation

As described on page 51 of our 2019 Annual Report, the Board conducted a formal performance evaluation process during the year ended 31 March 2019, building on previous Board evaluation which took place in March 2018. The process was carried out by way of detailed questionnaires completed by each member of the Board and covering topics such as the composition of the Board, the quality and timeliness of information provided, relationships between the Board, shareholders, employees and other stakeholders, and succession planning. The responses were collated by the Chairman, who presented a summary of the results to the Board for discussion at its meeting in February 2019.

As a result of that open follow-up discussion, the Board agreed a number of specific actions to take forward during 2019 in order to improve its efficiency and effectiveness. These included:

  • Reducing the number of formal Board meetings to six per year with extended time so as to allow for more focused and detailed discussion at each meeting
  • Appointing the CFO as a member of the Board (which we have done, effective from 4 June 2019)
  • Increasing the Remuneration & Nomination Committee’s focus on succession planning at Board and Senior Executive level
  • Continuing to ensure that the Company’s culture is properly articulated, understood and embedded across the business.

It is intended that Board performance evaluations continue to take place on an annual basis going forwards.

Committee evaluation

Committee evaluation was also conducted by way of questionnaires, with the questions asked including the extent to which the Board's Committees are properly constituted and received appropriate information in order to discharge their duties, whether each of the Committees had performed their role and responsibilities, as detailed in their Terms of Reference and the reporting of the Committee activities to the Board.

We intend to carry out regular Committee evaluation processes in future.

City Code on Takeovers and Mergers – Mandatory Bid

The City Code on Takeovers and Mergers (“the Takeover Code”) applies to the Company. Under Rule 9 of the Takeover Code, if a person acquires an interest in Ordinary Shares which, when taken together with Ordinary Shares already held by him or persons acting in concert with him, carry 30 per cent. or more of the voting rights in the Company; or a person who, together with persons acting in concert with him, is interested in not less than 30 per cent. and not more than 50 per cent. of the voting rights in the Company acquires additional interests in Ordinary Shares which increase the percentage of Ordinary Shares carrying voting rights in which that person is interested, the acquirer and, depending on the circumstances, its concert parties, would be required (except with the consent of the Takeover Panel) to make a cash offer for the outstanding Ordinary Shares at a price not less than the highest price paid for any interests in the Ordinary Shares by the acquirer or its concert parties during the previous twelve months.

Relations with shareholders

Regular communication with institutional shareholders is maintained through individual meetings with the Executive Directors, particularly following the publication of interim and full-year results. During the year, the Chairman also writes to the Company's largest investors, and attended meetings with signficant shareholders. The Board also encourages shareholders to attend and vote at the Company's General Meetings, at which the Board is also in attendance and available for shareholder questions. Investor relations is a standing item on the Board's agenda, and the executive team routinely updates the Board as to outcomes of their meetings with shareholders and potential investors. These initiatives help the Board to understand Shareholders' views and to address their concerns.

This website contains general information about the Company, its Group, the management team and the Group's investments. Details of recent announcements and all information required to be maintained under AIM Rule 26 can be found at the following location.

Shareholders also have an opportunity to raise questions with the Board at the Group's Annual General Meeting.

Investor relations - contact us

info@draperesprit.com

Relations with stakeholders

Due to the Company's relatively small employee base, the Directors are able to engage directly with employees, and the Non-Executive Directors have an open invitation to attend the Company's weekly Investment Committee meetings.

The Company's other key stakeholders are our investee companies with which we have regular contact, in particular where we have a seat as a director or Board observer of that company. We host an annual CEO day for our investee companies, to which our Directors, shareholders and key advisers are also invited. This forms part of a wider events programme targeted towards our investee companies and early stage companies.

For our portfolio companies, we hold an annual CEO conference in Silicon Valley via the Draper Venture Network to connect them to corporates, partners and investors globally. We also frequently host networking events for the C-Suite, including a recent CFO dinner focusing on US expansion and CMO breakfast focusing on scaling marketing teams. For the wider community, we regularly hold thematic events across the regions and sectors we focus on. As well as enabling our investee companies and wider partners to meet each other and gain valuable insight, these events also give us regular opportunities to engage with these communities and thereby strengthen our relationships with them.

Shareholder Information

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No of shares in issue

As at 31 March 2019, Draper Esprit had 117,925,470 ordinary shares of one pence each in the capital of the Company (“Ordinary Shares”) in issue.  No Ordinary Shares are held in treasury.  In so far as the Company is aware, the percentage of Ordinary Shares not in public hands was c.37%.

Significant shareholdings

Name Ordinary shares Percent
Invesco Asset Management 26,788,486 22.72
National Treasury Management Agency 14,004,502 11.88
Merian Global Investors 10,725,050 9.09
British Business Bank 7,142,857 6.06
Canaccord Genuity Wealth Management 6,875,065 5.83
T Rowe Price Global Investments 6,722,000 5.70
Brunei Investment Agency 4,761,904 4.04
Baillie Gifford 4,462,879 3.78
Blackrock 3,878,343 3.29
China Haurong Asset Management 3,333,333 2.83

Shareholder information as at 31 March 2019.

Dealing Codes

The dealing codes for the Ordinary Shares are as follows:

Name Code
ISIN GB00BY7QYJ50
SEDOL (AIM) BY7QYJ5
SEDOL (ESM) BYZY4T1
Ticker (AIM) GROW
Ticker (ESM) GRW

Details of Exchanges Draper Esprit plc Shares are Traded on

All of the Ordinary Shares of Draper Esprit plc are quoted on the AIM, the market of that name operated by the London Stock Exchange and the Euronext Growth market of Euronext Dublin.

Investment Policy

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Investing Objective and Investment Policy

The investment objective of the Group is to generate capital growth for Shareholders by the creation, funding, incubation and development of high-growth technology businesses.

The Group intends to meet its investment objective by: (i) providing early stage businesses with initial smaller rounds of seed and series A primary investments and co-investments; (ii) making larger series B+ and later series C+ primary investments and co-investments for scaling technology companies; and (iii) undertaking secondary transactions.

The Group will seek exposure to early stage companies which combine technology and service provision, are able to generate strong margins through significant intellectual property or strong barriers to entry, are scalable and require relatively modest investment. The Group will primarily seek exposure to developing companies in, but not limited to, the following sectors of the digital economy: Enterprise, Digital Health & Wellness, Hardware and Consumer Technology.

Form of investment

Investments are expected to be mainly in the form of equity, although investments may be by way of debt, convertible securities or investments in specific projects. In the case of equity investments, the Directors intend to take positions (with suitable minority protection rights where appropriate), primarily in unquoted companies. Draper Esprit (acting through the relevant Group entity) is an active investor, often taking a board position on the investee company.

Given the time frame to fully maximise the value of an investment, the Board expects that investments will be held for the medium to long term, although short term disposals of assets cannot be ruled out in exceptional or opportunistic circumstances. The Directors intend to re-invest the proceeds of disposals in accordance with the Group’s investing policy unless, at the relevant time, the Directors believe that there are no suitable investment opportunities, in which case the Directors will consider returning the proceeds to shareholders in a tax efficient manner.

Borrowing

On 28 May 2019, the Board approved a credit agreement for a £50.0 million facility with Silicon Valley Bank and Investec to fund the future growth plans of portfolio companies. The Company will seek to maintain a conservative level of gearing and limit its borrowings to a maximum of 25 percent of the Group's net asset value.

Treasury

Cash held by the Group pending investment, reinvestment or distribution is managed by the Group in accordance with the Group’s treasury policy and placed in bank deposits with major global financial institutions, in order to protect the capital value of the Group’s cash assets. Investments are held by subsidiaries incorporated for the purpose of holding investments.

Esprit Capital, Encore Ventures and Draper Esprit Secondaries manage the Historic Esprit Funds, Encore Funds and Secondary Funds respectively in accordance with each of their respective investment objective and policy each of which, for the avoidance of doubt, is distinct from the investment objective and investment policy of the Group and the investment objective and investment policy of the other Historic Esprit Funds, Encore Funds and Secondary Funds.

Restrictions (lock-in agreements, transfer of shares, etc)

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There are no lock-in arrangements in force or other restrictions on the transfer of Ordinary Shares.

Advisors

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Company Secretary

Prism CoSec Elder House St Georges Business Park 207 Brookands Road Weybridge Surrey KT13 0TS

Nominated Adviser and Joint Broker

Numis Securities Limited 10 Paternoster Row London EC2M 7LT United Kingdom

Euronext Growth Adviser and Joint Broker

Goodbody Stockbrokers Ballsbridge Park Ballsbridge Dublin 4 Ireland

Legal Advisers to the Company (as to English law)

Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU United Kingdom

Reporting Accountants and Auditors

PWC UK 1 Embankment Place London WC2N 6RH

Registrar

Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA United Kingdom

Legal Advisers to the Company (as to Irish law)

Maples and Calder 75 St. Stephen’s Green Dublin 2 Ireland

Financial Public Relations

Powerscourt 1 Tudor Street London EC4Y 0AH

Constitutional Documents

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