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NONE OF THE SECURITIES OF ARRICANO DISCUSSED OR REFERRED TO IN THE MATERIALS YOU ARE SEEKING TO ACCESS HAVE BEEN REGISTERED UNDER THE US SECURITIES ACT 1933, AS AMENDED (“SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (3) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.
HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. ARRICANO IS NOT INCORPORATED IN THE UK; THUS, THE RIGHTS OF ITS SHAREHOLDERS MAY BE DIFFERENT FROM THE RIGHTS OF SHAREHOLDERS IN A UK-INCORPORATED COMPANY.
This communication is being distributed only to and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments, i.e., investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), and (c) high net worth companies, unincorporated associations and other bodies to whom it may otherwise lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
Confirmation of Understanding and Acceptance of Disclaimer
These materials are for informational purposes only and are not directed to nor are they intended for access by persons located or residents in the United States. I certify that I am not located in the United States and I am not a US person (as such terms are defined in Regulation S under the Securities Act.)
I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms.
Investor Information – AIM Rule 26
The following information is disclosed for the purposes of Rule 26 of the AIM Rules for Companies
A description of Arricano’s business can be found here: https://arricano.com/en/about#informacia-o-proektah
The names of directors, brief biographical details, and description of the responsibilities of the members of the board of directors of the Company can be found here: https://arricano.com/en/management#boardofdirectors
Details of committees of the board of directors of the Company can be found here: https://arricano.com/en/management#directors
Information on country of incorporation and main country of operation of the Company can be found here: https://arricano.com/en/about#oficialnye-dannye-kompanii
Current constitutional documents of the Company can be found here: https://arricano.com/en/about#ucreditelnye-dokumenty-kompanii
Details of nominated advisors and other key advisers of the Company can be found here: https://arricano.com/en/about#konsultanty-kompanii
There are 103 270 637 Ordinary Shares in issue. There are no treasury shares.
Significant shareholders as of 03 Apr 2020:
|•Retail Real Estate OU*||55.04%|
|• Dragon-Ukrainian Properties & Development PLC||12.51%|
|• Deltamax Group OU*||8.34%|
|• Juri Pold||7.07%|
|• Rauno Teder||7.48%|
* Controlled by Rauno Teder
The percentage of Ordinary Shares held not in public hands is 83.79%
Arricano Real Estate PLC is not incorporated in the UK and therefore the rights of shareholders may be different from the rights of shareholders in a UK incorporated company
|Share Price||0.30 $||0.000 $|
RNS and Notices
Board of Directors Meeting
Board of Directors Meeting for approval and signing consolidated financial statements for the year ended 31 December 2019
Annual General Meeting of Shareholders and Board of Directors Meeting
Board of Directors Meeting
Board of Directors Meeting for approval and signing Interim CFS HY 2020
Board of Directors Meeting for approval of Budget 2021
The Board of Directors of Arricano have decided to apply the Quoted Companies Alliance’s Corporate Governance Code (the “QCA Code”). The information below sets out where the Company complies with the QCA Code and where it departs, gives an explanation for doing so as follows.
Arricano or the Group or the Company means Arricano Real Estate PLC or the group of companies controlled by it.
The Company’s Statement of Compliance with the QCA Code can be found here
The Group intends to maintain high standards of corporate governance and transparency throughout all of its activities and communications.
The Board consists of four directors, three of which are Non-executive and one is executive. The names of the directors, together with their biographical details, are set out here: https://arricano.com/en/management#directors.
The Board has determined that Mr. Urmas Somelar (Non-executive Chairman) and Mr. Frank Lewis (Non-executive Director) are independent in character and judgement and that there are no relationships or circumstances, which could materially affect or interfere with the exercise of their independent judgement.
Mr. Juri Pold was appointed as the Director representing interests of the Company’s majority shareholder, Retail Real Estate OU, representing interests of Mr. Hillar Teder. Mr. Volodymyr Tymochko was appointed as the Director representing interests of the Company’s shareholder Dragon Ukrainian Properties and Development. The Board is satisfied with the balance between executive and non-executive directors, and the balance between the directors representing interests of shareholders and independent directors, which allows it to exercise objectivity in decision making and proper control of the Group’s business.
However, after the sad passing away of Mr. Michael Zampelas, the directors consider that it is appropriate to appoint at least one Cyprus-based Non-executive Independent Director.
In connection with the end of Mr. Mykhailo Merkulov’s engagement as the Chief Executive Officer of the Company, Arricano is performing search of Chief Executive Officer of the Company. Meanwhile, on 20 September 2019, the Board of Directors appointed Mrs. Ganna Chubotina, currently the Company's Director of Retail Leasing Department, to succeed Mr. Mykhailo Merkulov as Acting CEO (but not a Director of the Company). The Board anticipates such permanent appointment within three months, upon the conclusion of the new candidate’s appraisal process.
The directors believe that after joining by the new Cyprus-based Director and the new Chief Executive Officer to the Board, such Board’s composition will strengthen its performance from the point of view of the size and requirements of the Group’s business, and the need to maintain a practical balance between executives and non-executives.
All directors appointed by the Board are subject to election by shareholders at the first Annual General Meeting after their appointment. Directors are also subject to retirement by rotation and re-election in accordance with the articles of association of the Company.
The non-executive directors constructively challenge and help develop proposals on strategy, and bring strong, independent judgement, knowledge and experience to the Board’s deliberations. All directors are given access to independent professional advice at the Company’s expense, when the directors deem it is necessary in order for them to carry out their responsibilities.
The Board’s primary objective is to focus on adding value to the assets of the Group by identifying and assessing business opportunities and ensuring that potential risks are identified, monitored and controlled. Matters reserved for Board decisions include strategy, budget, performance, and approval of major capital expenditure and the framework of internal controls. The implementation of Board decisions and day-to-day operations of the Group are delegated to the Acting Chief Executive Officer (potentially – will be delegated to the Chief Executive Officer after the respective appointment) and the management team.
The Board receives appropriate and timely information prior to each Board meeting, with a formal agenda and Board and Committee papers if applicable being distributed several days before meetings take place. Any director may challenge the Group’s proposals, and decisions are taken after discussion, by a majority vote in accordance with the Company’s Articles of Association. Any director who believes that any concern remains unresolved after discussion may ask for that concern to be noted in the minutes of the meeting. Any specific actions arising from such meetings are agreed by the Board and then followed up by the management.
The Group maintains liability insurance for any claims made against its directors and officers acting in that capacity.
The Group has effective procedures in place to deal with conflicts of interest. The Board should be aware of other commitments of its directors and changes to these commitments should be reported to the Board and all directors are asked to provide to the Corporate Secretary details of any changes to their current directorships. The compliance report is used as a tool for the Company for internal use and is being presented at the Board meetings on at least half-year basis.
The Board has established an Audit and a Remuneration Committee, with specific duties and responsibilities. The directors do not consider that, given the size of the Board, it is appropriate at this stage to have a Nomination Committee. However, the directors believe that there is a necessity to establish the Internal Audit Department in case of increase of Net operation income of the Company up to USD 50 million.
The Remuneration Committee comprises three non-executive directors. It is chaired by Mr. Frank Lewis; Mr. Urmas Somelar and Mr. Volodymyr Tymochko are the other members. The committee is responsible for provision of specialized and independent advise, review and recommendation for matters relating to the scale and structure of remuneration for the Executive Directors and the Chairman, including any bonus arrangements of the Directors or the award of share options with due regard to the interests of the shareholders and the performance of the Company.
The Audit Committee comprises three non-executive directors. It is chaired by Mr. Frank Lewis; Mr. Urmas Somelar and Mr. Volodymyr Tymochko are the other members. The Audit Committee shall meet at least four times per year or more frequently, as circumstances require. The committee is responsible for conducting or authorizing investigations into any and all aspects of the Company’s operations, making recommendations to the Board on the appointment of the auditors and the audit fee and for monitoring the integrity of the financial statements of the Company. In addition, the Audit Committee receives and reviews reports from the management and the auditors relating to the interim report, the annual report, legal issues and accounts and reviews the internal controls and risk management systems of the Company. As of 26th September 2019 the audit committee held 2 meetings during 2019.
The directors consider the necessity to review the Terms of reference of Audit Committee and Remuneration Committee once every two years.
The Board takes into account the performance of its individual Directors internally before taking decisions on their re-appointments. In addition, after appointment of the new Chief Executive Officer, the Board is going to evaluate his or her performance of taking into consideration fulfilment the Company’s annual goals. The Company has not adopted a performance evaluation procedure with the criteria against which effectiveness is considered and with frequency of evaluation process, because it believes that its internal approaches of succession planning and the processes by which the Board and other senior management appointments are determined constitutes enough motivation and performance assessment system which results in achievement in the Company’s goals and the constant growth.
Communicating vision and strategy
All shareholders are welcome to attend the Company’s Annual General Meeting, where they may take the opportunity to question the directors as part of the agenda, or more informally after the meeting. Communication with shareholders is seen as an important part of the Board’s responsibilities, and care is taken to ensure that all that all notifications to the shareholders are made in a timely manner.
Risk Management and Internal Control
The Board is responsible for the systems of internal control and for reviewing their effectiveness. The internal controls are designed to manage rather than eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss. The Board shall review the effectiveness of these systems annually by considering the risks potentially affecting the Company. As part of the annual audit of the Group, the auditors check and test the Company’s internal controls. Annually, the auditors prepare the report addressed to the Audit Committee, which reflects their respective findings and they also participate in the Audit Committee meeting. Based on input from the auditors and the Audit Committee, the Board reviews the effectiveness of the Group’s internal control systems, considers the potential risks faced by the Group and may propose respective changes to the Company’s governance aimed at risk mitigation. The Company does not consider it necessary to have an internal audit function due to the small size of the administrative function and the frequent interaction with the auditors and the supervision of the Audit Committee. However, the directors decided that there would be a necessity to establish the Internal Audit Department in case of increase of Net operation income of the Company up to USD 50 million. There is a review and authorisation of transactions which have specific criteria of substantiality for the Company by the Chief Financial Officer and the Acting Chief Executive Officer (potentially – by Chief Executive Officer after his/her appointment). A comprehensive budgeting process is completed once a year and is reviewed and approved by the Board. The Company’s results, compared with the budget, are reported to the Board on regular basis.
The Company maintains appropriate insurance cover in respect of actions taken against the Directors because of their roles. The insured values and type of cover are comprehensively reviewed on a periodic basis.
The date on which the above information was last reviewed: 25th September 2019.
Arricano Real Estate Plc is incorporated in the Cyprus. As a result, Arricano Real Estate Plc is not subject to the UK’s City Code on Takeovers and Mergers and there is no similar legislation or code which applies to Arricano Real Estate Plc. The Articles of Association include provisions which endeavour to provide shareholders with a suitable level of protection as would be afforded by the UK’s City Code on Takeovers and Mergers. However it is possible that an offeror may gain control of the Company in circumstances in which non-selling shareholders do not receive, or are given the opportunity to receive, the benefit of any control premium paid to selling shareholder(s).