AIM RULE 26

ABOUT XP FACTORY PLC

xpfactory plc is an AIM quoted holding company which operates a number of brands in the experiential leisure sector. The group was formed through the acquisition of Experiential Ventures Limited in May 2017 and renamed ESCAPE HUNT PLC. In November 2021, ESCAPE HUNT PLC acquired BBB Franchise Ltd, and the enlarged group was subsequently renamed xpfactory plc. Today the group comprises of two experiential leisure brands: ESCAPE HUNT and BOOM BATTLE BAR and operates a network of owner-operated and franchise leisure venues under each brand both in the UK and internationally. Our 69 venues – 4 of which host both brands  - offer a wide variety of social lean in entertainment experiences, together with licensed bars, delivered with world class hospitality in prime retail or leisure locations.

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The group started life as ESCAPE HUNT PLC, building a network of UK owner-operated sites alongside an international franchise network.

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Since 2013, with its first branch in Bangkok Thailand, ESCAPE HUNT has grown quickly and now boasts 49 venues world-wide. 23 of these are owner-operated; 20 located in the UK, 3 internationally in Dubai, Paris and Brussels, and 26 are franchised and located internationally.

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What started as a small escape room brand, has been transformed into a mainstream entertainment experience enterprise like no other. Teams of friends, families and work colleagues enjoy uniquely memorable immersive and multi-sensory team-based gaming adventures in prime retail or leisure destinations. With a wide target audience, our experiences are loved by consumers and trusted by corporates. We are now positioned as a 360-gaming business that goes beyond the bricks and mortar giving us access to both depth and scale unique to retail and leisure. Over the years ESCAPE HUNT has built a 5* customer rated catalogue of 27 unique gaming experiences across the traditional in venue Escape Room format, new formats like City Hunts and Digital and Play at Homes games. Beyond our in-venue Escape Room and VR immersive adventures, our City Hunts allow customers to take to the streets of their city with an action pack of gadgets whilst our Digital and Play at Home games provide location-neutral gaming opportunities. Our ESCAPE HUNT rooms benefit from full modular build, are well-proven operationally and highly rated by customers. Experiences are underpinned by a progressive, proprietary software platform that brings strong operational reliability and efficiency.

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BOOM BATTLE BAR was established as a competitive socialising concept in 2019 creating wet led venues which are home to multiple entertainment experiences all under one roof. As of today,  we have 27 UK sites with 18 having opened in 2022. 11 of these are owner-operated venues and the rest franchise.  The first international BOOM BATTLE BAR site is opening in Dubai in 2023.

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BOOM BATTLE BAR promises to energise going out with crowds of customers flocking to experience the collective highs and energy within our venues, from celebrating in-game moments and outcomes, singing, dancing or cheering teams on the big screen. From regular nights out to celebrations of all kinds, from casual after work drinks to exclusive venue hire, BOOM BATTLE BAR is a vibrant destination for both consumers and corporates. Alongside a wide range of instagrammable cocktails and drinks, delicious BOOM BITES street food, live sports and music, customers can play from a range of our activities including Axe Throwing, Augmented Reality Darts, Shuffleboard, Ping Pong, Pool, Beer & Prosecco Pong, Crazier Golf and many more…. Whatever the occasion, our amazing teams facilitate a uniquely unforgettable vibe aptly summed up in our tagline FEEL THE BOOM.

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xpfactory plc has ambitions to continue to grow. We aim to create a wider national presence across the group’s brands, building significant awareness amongst consumers, whilst incrementally exploring international opportunities, and in doing so becoming the pre-eminent UK listed business within the experiential leisure and competitive socialising sector.

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COUNTRY OF INCORPORATION AND MAIN COUNTRY OF OPERATION

Country of Incorporation: England & Wales

Company Registration Number: 10184316

Main Country of Operation: Great Britain

 

BOARD OF DIRECTORS

Names and biographies of the Company’s directors can be found in the Key People section.

 

CORPORATE GOVERNANCE AND INTERNAL CONTROLS

The UK Corporate Governance Code published by the Financial Reporting Council does not apply to AIM companies. However, the Directors and Proposed Directors recognise the importance of good corporate governance and will comply with the provisions of the Corporate Governance Code for Small and Mid-size Quoted Companies (“Governance Code”), published from time to time by the Quoted Companies Alliance, to the extent that they believe it is appropriate in the light of the size, stage of development and resources of the Company.

 

 The Board has established a remuneration committee, an audit committee and a nomination committee with formally delegated duties and responsibilities, as described below.

 

Remuneration Committee

The Remuneration Committee comprises three non-executive directors of the Company:

 

The members of the Committee are:

 

• Martin Shuker (Chairman)

• Richard Rose

• Philip Shepherd

 

All the members of the Remuneration Committee are independent.

The Committee will meet at least twice per year and agrees further meetings at its discretion. The Chairman of the Committee has the power to call a meeting.

The Chairman of the Committee is appointed by the Board on the recommendation of the nomination committee. The quorum for the Committee is two and in the absence of the Chairperson, the other members present shall choose one of them to chair the meeting.

The duties of the Committee are to:

• determine and agree with the Board the framework or broad policy for the remuneration of the chairman, executive directors and any employees that the Board delegates to it;

• within the terms of the agreed policy, determine individual remuneration packages including bonuses, incentive payments, share options, pension arrangements and any other benefits;

• determine the contractual terms on termination and individual termination payments, ensuring that the duty of the individual to mitigate loss is fully recognised;

• in determining individual packages and arrangements, give due regard to the comments and recommendations of the Governance Code and the AIM Rules for Companies;

• be told of and be given the chance to advice on any major changes in employee benefit structures in the Company;

• recommend and monitor the level and structure of remuneration for senior managers below Board level as determined; and

• agree the policy for authorising claims for expenses from the Chief Executive Officer and from the Chairman of the Board.

 

The Committee is authorised by the Board to:

• seek any information it requires from any employee of the Company in order to perform its duties;

• be responsible for establishing the selection criteria and then for selecting, appointing and setting the terms of reference for any remuneration consultants providing advice to the Committee, at Company’s expense; and

• obtain, at the Company’s expense, outside legal or other professional advice where necessary in the course of its activities.

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Audit Committee

The Audit Committee will review each year the arrangements for safeguarding auditor objectivity and independence.

 

The members of the Audit Committee, all of whom are independent, are:

 

• Philip Shepherd (Chairman)

• Richard Rose

• Martin Shuker

The Audit Committee will review the scope, results and cost-effectiveness of internal and external audit, and has delegated power from the Board to exercise the power from Shareholders to agree fees for external auditors.

 

The Audit Committee is responsible for satisfying itself on the independence of internal auditors and on the independence and objectivity of external auditors. The Committee reviews the operation of internal controls and, from the coming year, will report to the Board on the annual review of the internal control and risk management.

 

Nomination Committee

The Nomination Committee comprises the following members:

 

• Richard Rose (Chairman)

• Martin Shuker

• Philip Shepherd

Each of the Nomination Committee members are independent Non‑executive Directors.

The function of the Nomination Committee is to provide a formal, rigorous and transparent procedure for the appointment of new directors to the Board. In carrying out its duties, the Nomination Committee is primarily responsible for:

 

• identifying and nominating candidates to fill board vacancies;

• evaluating the structure and composition of the board with regard to the balance of skills, knowledge and experience and making recommendations accordingly;

• reviewing the time requirements of Non‑executive Directors;

• giving full consideration to succession planning; and

• reviewing the leadership of the Group.

 

The Company has adopted a share dealing code for directors and applicable employees and the Company will take all reasonable steps to ensure compliance by its directors and applicable employees with the provisions of MAR and of the AIM Rules for Companies relating to dealing in securities.

 

DETAILS OF ANY OTHER EXCHANGES OR TRADING PLATFORMS

The Company is a public company incorporated in the United Kingdom and its Ordinary Shares are admitted to trading on AIM. Accordingly, the UK City Code on Takeovers and Mergers applies to the Company. The Company is not listed on any other exchange or trading platforms.

 

NUMBER OF SECURITIES IN ISSUE

There are 174,557,600 ordinary shares in issue.  No shares are held as treasury shares.  Please see below for the percentage of securities that is not in public hands together with the identity and percentage holdings of significant shareholders.

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As of 30 June 2023, the Company has been advised of the following significant interests (greater than 3%) in its ordinary share capital: