AIM RULE 26

ABOUT XP FACTORY PLC

XP Factory Plc is an AIM quoted holding company which operates a number of brands operating in the experiential leisure sector. The group was formed through the acquisition of MFT Capital Limited by Escape Hunt plc, and was subsequently renamed XP Factory Plc. Today the group comprises two experiential leisure brands: Escape Hunt and Boom Battle Bar, and operates a network of owner managed and franchise leisure venues under each brand.

 

The group started life as Escape Hunt plc, building a network of UK owner-operated sites alongside an international franchise network. Today, Escape Hunt is a global provider of live ‘escape the room’ experiences. The first Escape Hunt branch was opened in 2013 in Bangkok, Thailand. Since then, the business has grown quickly, and today has an owner operated network in the UK, and sites in Dubai, Paris and Brussels. This is complemented by a franchised global network in 11 countries.

An escape room is a physical adventure game in which players are locked in a themed room and have to find clues and solve puzzles in order to escape against a countdown clock. Escape Hunt’s games typically require players to solve a crime story or mystery within 60 minutes. Games are constructed with rich theming to immerse participants in a fantasy world. The games consistently achieve five star ratings from third party reviews.

Boom Battle Bar was established as a competitive socialising concept in 2019. Today it comprises 1 owner operated site and 5 franchised venues, all in the UK.

Boom Battle Bar is focused on the growing trend of ‘competitive socialising’ offering activities, drinks and food in a casual cocktail bar setting. The venues house a wide range of games to play with friends, family or work colleagues and include activities such as mini-golf, Bavarian axe throwing, augmented electronic darts, shuffleboard, table tennis, pool, beer pong and others. The venues are heavily themed around an eclectic urban environment offering a licensed bar and street style food. The sites are typically around 10,000 square feet in size and situated within busy shopping centres or high street leisure developments.

The core target customer is aged 18-40 and the concept caters for corporate events, social nights out, date nights and special occasions as well as general leisure.

 

XP Factory Plc has ambitions to grow. The Directors believe the group will rapidly create a national presence across the group’s brands, building significant awareness amongst consumers, and becoming the pre-eminent UK listed business within the experiential leisure and competitive socialising sector.

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 two non-executive directors of the Company.

The members of the Committee are:

  • Karen Bach (Chairperson)

  • Richard Rose

A majority of Remuneration Committee members 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.

 

Audit Committee

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

 

The members of the Audit Committee are:

  • Karen Bach (Chairperson)

  • Richard Rose

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:

  • Karen Bach (Chairperson)

  • Richard Rose

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 will be 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 150,383,180 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.

As of 31 December 2021, the Company has been advised of the following significant interests (greater than 3%) in its ordinary share capital:

Shareholder
Number of shares
% held
Total number of shares in issue
150,383,180
100
Shareholder
Ordinary shares held
% held
Canaccord Genuity Wealth Management
28,568,772
19.00%
Hargreaves Lansdown, stockbrokers
13,684,950
9.10%
CRUX Asset Management
13,458,731
8.95%
JO Hambro Capital Management
9,898,668
6.58%
Stephen Lucas
7,233,024
4.81%
Interactive Investor (EO)
7,028,715
4.67%
John Edward Story
5,999,999
3.99%

Date of disclosure: 31/12/2021

The percentage of shares not held in public hands 20.6%.

DIRECTORS SHAREHOLDINGS

Nominated Advisor:

Shore Capital and Corporate Limited
Cassini House
57 St James’s Street
London
SW1A 1LD

Brokers:

Shore Capital Stockbrokers Limited
Cassini House
57 St James’s Street
London
SW1A 1LD

Legal advisers to the Company:

Irwin Mitchell LLP
40 Holborn Viaduct
London
EC1N 2PZ

Registrars and Receiving Agent:

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

COMPANY DOCUMENTS

The Company’s Admission document and any circulars or similar publications sent to shareholders within the past 12 months can be found in the documents section.

The information contained in the AIM Rule 26 section is disclosed pursuant to Rule 26 of the AIM Rules for Companies.

DETAILS OF ANY RESTRICTIONS ON THE TRANSFER OF SECURITIES

There are no restrictions on the transfer of AIM securities.

NOTIFICATIONS

Please see news section for details of all notifications made in the past twelve months.

ADVISORS

Director
Total shares held
% of issued
Richard Rose
53,666
0.04%
Richard Harpham
874,345
0.58%
Graham Bird
1,790,275
1.19%
Karen Bach
259,067
0.17%
2,977,353
1.98%