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Business Description

Founded in 1999 following an MBO from Logica, Cerillion provides comprehensive billing, charging and CRM software solutions, predominantly to the telecommunications sector but also to other industry sectors, including finance and utilities.

It has established a reputation within the global telecoms market for being a leading supplier of carrier-grade, enterprise billing and CRM software, supporting fixed wire, mobile, broadband and TV communications service providers. Cerillion solutions are now used in more than 75 customer installations across 40 countries.

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Incorporation & Registered Office

Cerillion plc is registered in England & Wales number 09472870, with its Registered Office at 125 Shaftesbury Avenue, London WC2H 8AD.

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Directors

  • Alan Howarth, Non-Executive Chairman

  • Louis Hall, Chief Executive Officer

  • Oliver Gilchrist, Chief Financial Officer

  • Guy O’Connor, Business Development Director

  • Mike Dee, Non-Executive Director

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Advisers

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Nominated Adviser

Shore Capital and Corporate Limited
Bond Street House
14 Clifford Street
London W1S 4JU

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Broker

Shore Capital and Corporate Limited
Bond Street House
14 Clifford Street
London W1S 4JU

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Auditor

Grant Thornton UK LLP
Grant Thornton House
Melton Street 
Euston Square 
London NW1 2EP

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Legal Adviser

Orrick Herrington & Sutcliffe (Europe) LLP
107 Cheapside
London EC2V 6DN

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Registrar

Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS13 8AE

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Financial PR Adviser

KTZ Communications Limited
No. 1 Cornhill
London EC3V 3ND

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Corporate Governance

The Company’s Ordinary Shares are admitted to trading on AIM, therefore the Company is not required to comply with the UK Corporate Governance Code. Nonetheless, the Directors recognise that it is in the best interests of the Company and its Shareholders to follow the UK Corporate Governance Code’s principles of corporate governance and to have in place risk controls appropriate for a company of its size along with the NAPF Corporate Governance Policy and Voting Guidelines for AIM Companies.

The UK Corporate Governance Code provides that the board of directors of a UK public company should include an appropriate combination of executive and non-executive directors. Except in the case of smaller companies, at least half the board, excluding the Chairman should comprise independent non-executive directors. The board should determine whether a director is independent in character and judgment and whether there are relationships or circumstances which are likely to affect, or could appear to affect, the director’s judgment taking into account the criteria of independence defined in the UK Corporate Governance Code and the guidance in the NAPF AIM Policy.

The Directors support high standards of corporate governance. The Company’s Board currently comprises three executive directors and two non-executive directors. The Chairman and the other non-executive director are considered by the Board to be independent of management and free of any relationship which could materially interfere with the exercise of their independent judgment.

The Directors have adopted terms of reference for and will form an audit committee, a nominations committee and a remuneration committee. In accordance with the NAPF AIM Policy a majority of the members of the audit committee, remuneration committee and nominations committee will be independent non-executive directors. The UK Corporate Governance Code requires that a majority of the members of the nominations committee should be independent non-executive directors. It also requires that the audit committee and the remuneration committee comprise at least three (or in the case of small companies, two) independent non-executive directors. The Company fully complies with these requirements.

The UK Corporate Governance Code recommends that the Board should appoint one of its independent non-executive directors to be the Senior Independent Director (“SID”) to provide a sounding board for the Chairman and to serve as an intermediary for the other directors when necessary. The SID should be available to Shareholders if they have concerns that contact through the normal channels of chairman, chief executive or other executive directors has failed to resolve or for which such contact is inappropriate. The Company’s SID is Mike Dee.

Audit Committee

The audit committee comprises Alan Howarth and Mike Dee, both independent non-executive directors and will be chaired by Mike Dee. In compliance with the UK Corporate Governance Code, Mike Dee has relevant financial experience. The audit committee will normally meet not less than twice a year and has responsibility for, amongst other things, the planning and review of the Group’s annual report and accounts and half yearly reports and the involvement of the Group’s auditors in that process. The committee will focus in particular on compliance with legal requirements, accounting standards and on ensuring that an effective system of internal financial control is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board.

The terms of reference of the audit committee cover such issues as membership and the frequency of meetings, as mentioned above, together with the role of the secretary and the requirements of notice of and quorum for the right to attend meetings. The duties of the audit committee covered in the terms of reference are: financial reporting, internal controls and risk management systems, whistleblowing internal audit, external audit and reporting responsibilities. The terms of reference also set out the authority of the committee to exercise its duties.

Nominations Committee

The nominations committee comprises Alan Howarth and Mike Dee, both of whom are independent non-executive directors, and will be chaired by Alan Howarth. The nominations committee will meet when appropriate and will consider the composition of the Board, retirements and appointments of additional and replacement directors and make appropriate recommendations to the Board.

Remuneration Committee

The remuneration committee comprises Alan Howarth and Mike Dee, both of whom are independent non-executive directors, and will be chaired by Alan Howarth. The remuneration committee will normally meet not less than twice a year and has responsibility for making recommendations to the Board on the Group’s policy on the remuneration of certain senior executives (including senior management), including annual bonuses, the eligibility requirements for benefits under long term incentive schemes and for the determination, within agreed terms of reference, of specific remuneration packages for each of the executive Directors, including pension rights, contracts of employment and any compensation payments.

The terms of reference of the remuneration committee cover such issues as membership and frequency of meetings, as mentioned above, together with the role of secretary and the requirements of notice of and quorum for and the right to attend meetings. The duties of the remuneration committee covered in the terms of reference relate to the following: determining and monitoring policy on and setting levels of remuneration, contracts of employment, early termination, performance related pay, pension arrangements, authorising claims for expenses from the executive directors, reporting and disclosure, and remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to exercise its duties.

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Constitutional Documents

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Exchanges & Trading Platforms

The Company is not listed on any other Exchanges or Trading Platforms.

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Shares & Significant Shareholders

Total number of shares issued: 29,513,486
Number of shares (if any) held in treasury: None

Shareholders with >3% of total issued:
 

  Name   Number of Ordinary Shares   Percentage of issued capital
  Louis Hall   12,087,709   40.96%
  Livingbridge VC LLP   5,263,158   17.83%
  Miton Asset Management Ltd   5,263,158   17.83%
  Guy O'Connor   3,241,221   10.98%
  Oliver Gilchrist 956,422 3.24%

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Shares Not in Public Hands

Pursuant to the AIM Rules, and insofar as the Company is aware, as at 18/03/16, 90.85% of the Company's AIM securities were not in public hands.

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Share Restrictions

There are no restrictions on the transfer of securities.

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Reports and AGM Notices

 

  11/01/17   Annual Report and Accounts 2016 Download
  11/01/17   Notice of the 2017 Annual General Meeting Download

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Admission Document

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Takeover Code

The Company is subject to the UK City Code on Takeovers and Mergers.



Last updated: 09/05/16