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Rule 26

The following information is being disclosed in accordance with AIM Rule 26. Correct as at 4 August 2017.

Business description

GetBusy is the holding company of a Group which operates as a document management software business with over 110 full time employees, headquartered in Cambridge, United Kingdom and operating across the United Kingdom, the United States, Australia and New Zealand.

The Group’s award-winning software provides its customers with a highly secure form of digital document distribution and has been designed with the flexibility to suit any business. This security and flexibility has resulted in the strong uptake of the Group’s products, particularly amongst professional services organisations such as accounting firms.

The Group currently has two core product offerings, sold predominately on a subscription basis, addressing both the Small and Medium Enterprise (“SME”) and Enterprise Content Management (“ECM”) markets:

The Group has two clear core product offerings:
1. SmartVault: a cloud document management system with a cloud portal that is suited to small and medium professional service businesses; and
2. Virtual Cabinet: a desktop document management system with a cloud portal designed for use in medium to large enterprise professional service businesses.

The Group is also developing a next generation product that will combine the best aspects of the document management and portal features of Virtual Cabinet and Smart Vault, while also incorporating new methods for Secure Communication and Information Management (”SCIM”).

Company Directors

See Company Directors for more information.

Country of incorporation and main country of operation

Country of operation:
United Kingdom
Country registration number:
10754529
Main country of incorporation:
United Kingdom
Registered office:
Unit G, South Cambridgeshire Business Park
Sawston, Cambridgeshire CB22 3JH

Key advisers

Nominated Adviser:
Grant Thornton UK LLP
30 Finsbury Square
London EC2P 2YU
United Kingdom
Broker:
Stockdale Securities Limited
Beaufort House
15 St Botolph Street
London EC3A 7BB
United Kingdom
Legal Advisors as to English law:
Memery Crystal LLP
44 Southampton Buildings
London WC2A 1AP
United Kingdom
Legal Advisors as to Australian law:
Addisons
Level 12
60 Carrington Street
Sydney NSW 2000
Australia
Reporting Accountant:
Grant Thornton UK LLP
Hartwell House
55-61 Victoria Street
Bristol BS1 6FT
United Kingdom
Financial Public Relations:
Walbrook PR Limited
4 Lombard Street
London EC3V 9HD
United Kingdom

+44 (0)20 7933 8780
Share Registrar:
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol BS13 8AE
United Kingdom

Annual and interim reports

Interim combined results for the six months ended
30 June 2017

Constitutional documents

Articles of association

Shareholder documents

Admission document

Annoucements

All market announcements
First day of dealings
GetBusy announces intention to float on AIM

Other exchanges and trading platforms on which securities are traded

None.

Restrictions on the transfer of AIM securities

There are no restrictions on the transfer of securities.

Securities on issue

48,399,614 ordinary shares of 0.15 pence each.

Nil ordinary shares held in treasury.

Percentage of securities not in public hands

30.1%

Significant shareholders

Shareholder name
Percentage of shares
Mr Clive A Rabie*
18.8%
RBC Investor Services
12.6%
J P Morgan Nominees
12.1%
HSBC Custody Nominees
7.8%
Mr Gregory J Wilkinson**
7.6%
National Nominees Limited
6.2%
FMR LLC
5.9%
Herald Investment Management Limited
5.3%
Citicorp Nominees
4.9%
*Of Clive Rabie’s beneficial interest in 9,089,247 Ordinary Shares, 2,046,954 Ordinary Shares (representing 4.2 per cent. of the Company’s issued share capital) are held through DJZ Investments Pty Ltd, an entity solely owned by Saka Holdings Pty Ltd. Clive Rabie and his wife are the sole shareholders of Saka Holdings Pty Ltd. In addition, 6,576,164 Ordinary Shares (representing 13.6 per cent. of the Company’s issued share capital) are held by The Rabie Executive Superannuation Fund, of which Clive Rabie and his wife are the sole beneficiaries. 

**Of Greg Wilkinson’s beneficial interest in 3,692,233 Ordinary Shares, 967,559 Ordinary Shares (representing 2.0 per cent. of the Company’s issued share capital) are held through Rawform Pty Ltd, an entity solely owned by Greg Wilkinson. In addition, 41,462 Ordinary Shares (representing 0.1 per cent. of the Company’s issued share capital) are held through Testamentary Estate, of which Greg Wilkinson is the sole beneficiary.

Corporate governance and takeover code

The Board recognises its responsibility for the proper management of the Company and is committed to maintaining a high standard of corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders. The UK Corporate Governance Code does not apply to companies admitted to trading on AIM and, while there is no formal alternative for AIM companies, the Quoted Companies Alliance has published the QCA Corporate Governance Code for small and mid-sized quoted companies, which includes a standard of minimum best practice for AIM companies, and recommendations for reporting corporate governance matters (the “QCA Guidelines”). The Company will seek to comply fully with the QCA Guidelines and with the UK Corporate Governance Code as far as possible, having regard for the size, stage of development and resources of the Group.

The Board comprises five directors including one executive Director and four non-executive Directors. The Board considers that Miles Jakeman and Nigel Payne are independent within the meaning of the UK Corporate Governance Code. The Directors believe that the size and composition of current Board is appropriate given the size and stage of development of the Group although it is the Company’s intention to appoint a Chief Financial Officer to the Board in due course. 

The Company is a public company incorporated in England and Wales and its Ordinary Shares are admitted to trading on AIM. Accordingly, the City Code applies to all takeover and merger transactions in relation to the Company and operates principally to ensure that shareholders of the Company are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment. The City Code also provides an orderly framework within which takeovers are conducted and the Panel on Takeovers and Mergers has now been placed on a statutory footing.

Audit Committee

The Company has established an Audit Committee which provides advice and assistance to the Board in fulfilling its corporate governance and oversight responsibilities in relation to internal and external audit, risk management systems, financial and market reporting, internal accounting, financial control systems and other items as requested by the Board. The Board is committed to ensuring that the Company’s financial reports present a true and fair view of the Company’s financial position and comply with relevant accounting standards. The Audit Committee assists the Board in discharging its responsibilities for ensuring the highest standards of financial reporting and for ensuring that appropriate internal controls are in place. The Audit Committee comprises Miles Jakeman, Clive Rabie and Nigel Payne who chairs the Audit Committee.

Remuneration Committee

The Board seeks to ensure that the Group adopts remuneration practices which will enable it to attract and retain high calibre and suitably qualified employees, executives and directors whose interests are aligned with those of
Shareholders. The Company has established a Remuneration Committee which is responsible for providing recommendations to the Board on matters including:

- the Company’s remuneration policies and practices;
- the remuneration of the executive Director and Non-executive Directors; and
- the level and structure of remuneration for the senior management.

The Remuneration Committee comprises Nigel Payne, Miles Jakeman and Greg Wilkinson who chairs the Remuneration Committee.