HOME OUR WORK AV SOLUTIONS SECTORS SERVICES ABOUT BLOG CONTACT US Investor Relations MediaZest Plc was admitted onto AIM on 22/02/05 and acquired TouchVision Ltd in September 2005, to become the design and engineering arm of the Group. TouchVision Ltd was subsequently renamed MediaZest International Ltd. AIM Rule 26 Disclosure The information on this page has been supplied to fulfil the requirements of AIM Rule 26 and was last updated on 28th June 2021. Description of business MediaZest plc (MZ) was admitted onto AIM on 22/02/05 and acquired TouchVision Ltd in September 2005, to become the design and engineering arm of the MZ Group. TouchVision Ltd was renamed MediaZest International Limited (MDZi). The principal activity of the business is to provide technical and creative audio visual solutions to our clients. These solutions entail responding to specific briefs by location and recommending use of various technologies that enhance the venues and engage and attract consumers to our clients’ benefit. The MZ Group works across all aspects of the audio visual process; Content creation, System Design and Specification, Sales and Marketing, Management, Technical Support, Engineering, Analytics, Design Documentation, Maintenance, Installation, Finance and Administration. MZ Group Head Office is based in London, and MDZi, with its engineering design and warehousing facility, is located in Woking, Surrey. MDZi operates as a design, engineering display and media delivery business, commencing operations in 1975 and has, together with MZ, developed a worldwide client base across a wide range of business sectors, including Retail, Transport, Education, Corporate, Leisure and FMCG brands. Our clients benefit from innovative solutions encompassing a wide range of varying screen media such as individual display networks, LED displays, videowalls, holographic displays, interactive displays, image projection, directional sound technology and audio systems. Registered office address The registered office address is Unit 9, Woking Business Park, Albert Drive, Woking, Surrey, GU21 5JY Key personnel Lance O’Neill – Non Executive Chairman 06/04/1956 Lance O’Neill is a London-based director of DFB (Australia) Pty. Ltd, a Sydney based investment adviser. He is also chairman of EP&F Capital Plc and Ragusa Capital Plc. He has worked in international securities and investment markets since 1981. During this time, he spent over ten years based in London and Sydney with periodic work in the United States and the Far East, principally with Prudential-Bache Securities Inc., Societe Generale (Australia) Securities and Rivkin Securities Limited, working in institutional equity and fixed income sales/trading as well as in corporate finance. He is a director of, and investor in, a number of private and public companies in the UK, USA and Australia. He holds a Bsc (Econ) Hons in Accountancy and Law from the University of Wales and is an affiliate member of the Securities Institute of Australia. Geoff Robertson – Chief Executive Officer & Sales Director 04/09/1972 Geoff Robertson qualified as a Chartered Accountant in London with Ernst & Young, and left to join Sony Corporation of America in 1997. There he spent two years in the Operational Review department, working and leading Internal Audit reviews of the international offices of Sony Music and Columbia Tristar Pictures, predominantly in Europe, North America and the Far East. He then moved to a line role within Sony Music for the majority of the next five years, in various senior finance roles within a specialist department sourcing international music repertoire through funding or acquisition deals with independent record labels. Although most of this time was spent based in London, Geoff also worked for 3 months at Sony Music Australia during 2003. Upon his return from Australia, Geoff moved to Lewis Communications Ltd, a privately owned international Public Relations agency as Group Finance Director. He left in October 2005 and joined MediaZest plc. James Abdool – Non Executive Director 08/03/1971 James graduated in Marketing and Management Science in 1994 before joining the family business providing in-store music to restaurants in the UK. Within 5 years he became Managing Director, growing the business internationally in the retail, hospitality and leisure sectors and culminating in leading the company through sale in 2007. James then joined EnQii, a SaaS based content management software company, heading up EMEA before setting up the International operations for PlayNetwork Inc. He helped shape the sales strategy for MediaZest Plc delivering innovative digital experiences for major retailers and brands as an Executive Director, and then moved to global design and consultancy Arcadis as the Partner heading up Digital Experience working on innovation, technology and content strategies and delivery, across their client base. Most recently, he joined tech start-up Chirp to help the team drive their growth globally with one of the most exciting technologies in the IoT world. James also is a qualified Executive Coach and has spent time coaching key executives in a growing number of companies and roles. He also enjoys charity work. From 2003 he started a 3 year non-executive term with the NHS and charity work today continues as Chair of Crawley Open House helping the homeless and disadvantaged, Governor at Copthorne Prep School, and other local and national charities. Corporate Governance Introductory Statement The Board of Directors acknowledges the importance of good corporate governance and has developed appropriate policies accordingly, given the size of the Group and its current stage of development. As Chairman, I have oversight of the board and ultimate responsibility for the Group’s governance. The Board has elected to apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’) in this regard. The QCA Code is an alternative corporate governance code that can be applied to AIM companies, and is the result of extensive consultation between the QCA and a wide range of shareholders over “best practice”. The Board of Directors believes that good corporate governance creates shareholder value by improving performance, whilst reducing or mitigating the risks that a company faces as it seeks to create sustainable growth over the medium to long-term. The QCA code identifies 10 principles that well governed businesses should follow. The table below addresses each in turn and how MediaZest Plc sets out to apply these. The table at times refers to the Report and Consolidated Financial Statements for the Year Ended 31 March 2018, which can be found below in the Documents section of this website page. Further disclosures can be found in the most recent Annual Report, for the period ended 30 September 2020. Lance O’Neill, Non-Executive Chairman The 10 Principles of the QCA Code PRINCIPLE MEDIAZEST COMPLIANCE 1. Establish a strategy and business model which promotes long-term value for shareholders MediaZest’s strategy is laid out on page 2 of the Report and Consolidated Financial Statements for the Period Ended 30 September 2020. In particular, this focuses on:- concentrating new business efforts on large scale opportunities; improving recurring revenue streams; developing intellectual property where possible including through analytics; maintaining a ‘one-stop shop’ approach for customers. Key risks to the business and how they are mitigated can be found in the Report and Consolidated Financial Statements for the Period Ended 30 September 2020 on page 7. 2. Seek to understand and meet shareholder needs and expectations The Board is committed to constructive two-way dialogue between all shareholders and the Company, and regularly holds calls or face to face meetings and responds to email enquiries to achieve this. The website provides contact details for the company. The Chairman regularly discusses relevant matters with the Group’s major shareholders and ensures their views are communicated on an accurate and timely basis to the Board. This includes discussion of strategy in order to demonstrate how the Board believes this will deliver long-term value for stakeholders. In addition, the AGM provides a forum for all shareholders to raise questions in person and the Board devotes time after these meetings to consider the views of attending shareholders and endeavours to answer any questions wherever possible. Where substantial voting at any general meeting is against any resolutions proposed by the Board, the Chairman will engage with relevant investors to understand the reasons for this and address any concerns, with corrective action as necessary. 3. Take into account wider stakeholder and social responsibilities and their implications for long-term success The Company uses several mechanisms to achieve this. Quality assurance is governed by ISO 9001 compliance. A central tenet of this framework is continuous improvement in all areas. This includes regular review on an ongoing, constant basis of all aspects of company performance. Both good and bad feedback is sought and reviewed to understand areas for improvement and key areas of strength. The framework also includes review of Group suppliers and their performance including reliability of technology and timeliness and cost-effectiveness of supply. Any issues are reviewed and corrective action sought. The Company seeks to use recycling and energy efficient devices as far as practically possible at both its offices and when supplying to customers. Employee stakeholders are encouraged to share views with their line managers and on a quarterly basis the Board hosts a team meeting for all employees where they can be updated on key clients, developments, technology and their views can be heard, with action taken as appropriate. Annual staff reviews also give employees the opportunity to review progress, training needs and development requirements for the year ahead. The Company has a proactive approach of promoting from within, where possible, to engender an inspiring culture within the business which affords employees’ long-term career opportunities. The Company’s approach to all projects is to deliver an exceptionally high quality, value for money service taking into account longevity of deployment, return on investment for the client and independently recommending the best available products, systems and design to achieve this. This has been recognised in a large number of awards won by the Company over recent years. 4. Embed effective risk management, considering both opportunities and threats, throughout the organisation MediaZest’s strategy regarding management of risk is laid out on page 7 of the Report and Consolidated Financial Statements for the Period Ended 30 September 2020, and in the notes to those accounts. Financial risk is monitored on a weekly basis by all Directors, including those of the subsidiary company, and the Group Financial Controller. The Board aims to meet at least 6 and ideally 12 times a year on a formal basis and a topic on the agenda of these Board Meetings is assessment of risk of all types. This includes reviewing opportunities for development of the Group as well as external threats and competition. It also includes thorough review of financial position, forecasts and monthly management information on a timely basis. Management meetings and calls occur on a weekly basis and consider the operational risk inherent in the Company’s business and report to the Board significant matters that require attention between formal Board Meetings. 5. Maintaining the board as a well-functioning, balanced team led by the chair The Board comprises one Executive Director (Geoff Robertson) and two Non-Executive Directors (Lance O’Neill and James Abdool). The Board is led by the chair, Lance O’Neill. The Board considers the Non-Executive Directors to be independent notwithstanding their shareholdings and, in the case of the chair, his length of service having been appointed in October 2004). Operational data, and the resulting financial information is regularly provided to the Board on a timely basis, including ahead of formal Board Meetings. The Board aims to meet at least 6 and ideally 12 times a year on a formal basis. In the last 12 months the Board has met at least once per month either in a formal Board Meeting or by way of Management Meeting. All Directors have access to advice from the Company Secretary (externally provided) and the Company’s advisers including but not limited to MediaZest’s NOMAD, Broker and legal advisers. All Directors are encouraged to seek further skills as required to meet the demands of the business, and to take further independent advice as necessary, at the expense of the Company where appropriate. The Company extends this principle further than the Board requires and all employees are encouraged, on an annual basis, to identify training needs and opportunities with their line managers to support continuing development of the whole team and reinforce the continuous improvement ethos that the Board is committed to. The Board is supported on specific matters by committees. The Audit Committee comprises Lance O’Neill who has a number of years’ experience as a director of smaller public companies, and James Abdool. The duties of the Audit Committee currently cover a review of the Group’s financial reporting. The Committee’s role is to review, on behalf of the Board, the annual report and financial statements and the interim report. The Committee focusses on reviewing any changes in accounting policy, major areas of judgement and estimates and compliance with accounting principles and regulatory requirements. The Remuneration Committee comprises Lance O’Neill and James Abdool. Each recuses himself from discussions and refers to Mr Robertson when discussing their own remuneration. The Board does not have a separate Nominations Committee due to the size of the Board, and all Directors participate in this function when required. 6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities The Board considers there to be three key areas of requirement that give MediaZest a balanced strategy and sufficient knowledge to perform well. Further details of each Directors skills and experience are noted in the biographies on this page. Audio-Visual market place – the core of the operational business – Mr Robertson and Mr Abdool provide this. Public Markets skills – predominantly provided by Mr O’Neill and Mr Robertson. Financial knowledge – all three of the Directors are well qualified and extremely experienced in this area. The Board seeks advice from relevant professional advisers, as required, and regularly invites senior staff members to Board meetings to discuss specific matters. The Board continues to consider further appointments as necessary and when opportunity arises. 7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement The Board considers Key Performance Indicators (“KPIs”) to be financial performance, measured using profit/loss per share, cash in hand and banking facilities plus outstanding shareholder loans. These key performance indicators are regularly monitored on an ongoing basis. There are no non-financial KPIs actively monitored by management at this current time. The Board reviews the KPIs used on a regular basis, and makes adjustments as necessary. There is no formal process by which board members are formally appraised as the Board considers it more relevant to monitor how the Group performs against KPIs at this stage in the Company’s development. 8. Promote a corporate culture that is based on ethical values and behaviours The Group maintains an Equal Opportunities Policy that ensures that no individual is discriminated against irrespective of sex, race, disability, sexual orientation, marital status, religious beliefs, or age. This is applied across all activities of the Group including recruitment and dealings with clients, suppliers, and any other partners. The Group also maintains a clear Anti-Bribery and Corruption policy as well as an Anti-Modern Slavery policy. Employees with any concerns over either of these can contact their line manager to raise these concerns or the Board if more appropriate. During the regular employee forums, all staff are encouraged to discuss areas of concern or development opportunities for the Company culture when fulfilling projects for our clients, which is based around 4 key principles: – Accountability – Innovation – Teamwork – Positivity This is all undertaken within the ISO9001 Quality Assurance framework that the Company has attained. The Board keeps these policies under review and reviews their implementation through the various stakeholder feedback processes discussed herein. 9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board The Board recognises that, due to the size of the Company and its stage of development, it is necessary to have a reasonably small Board that will evolve and grow with the business. The Board of Directors has been chosen for their expertise in areas vital to the development of the Company rather than adding more members to reach a specific total number of Directors. The Board’s corporate governance is supported by two committees (Audit Committee, and Remuneration Committee) as described in principle 5 and all members of the Board act as the nomination committee. The make up of the Board and additional skill requirements are considered on a regular basis. 10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders The Company’s Corporate Governance practices are highlighted on its website, www.mediazest.com and also in Year End accounts. The Board is committed to constructive two-way dialogue between shareholders and the Company, as detailed above. The Chairman regularly discusses relevant matters with the Group’s major shareholders and ensures their views are communicated on an accurate and timely basis to the Board. In addition the AGM provides a forum for all shareholders to raise questions in person and the Board devotes time after these meetings to consider the views of attending shareholders and looks to answer any questions as fully as possible. The proxies for and against each resolution are announced at the meetings. Country of incorporation and main country of operation MediaZest plc was incorporated in the United Kingdom and has its principal place of business at: Unit 9 Woking Business Park, Albert Drive, Woking, Surrey GU21 5JY Takeover code The Company is subject to the City Code on Takeovers and Mergers. Details of other exchanges or trading platforms on which the company has applied or agreed to have any of its securities admitted or traded MediaZest plc ordinary shares are solely traded on the Alternative Investment Market of the London Stock Exchange. Securities Information Last updated on the 28th June 2021. a. Number of AIM securities in issue As of 28th June 2021, the issued share capital of the Company is 1,396,425,774 ordinary shares. 27.20 percent of the company’s ordinary share capital are not in public hands. b. Details of any restrictions on the transfer of AIM securities There are no restrictions on the transfer of the Ordinary Shares of MediaZest plc. c. Shareholdings Directors Shareholdings Ordinary shares of 0.01 pence each % of issued Share Capital Lance O’Neill 52,977,177 3.79% Geoff Robertson 6,683,188 0.48% James Abdool 28,500,000 2.04% Other Significant Shareholdings Ordinary shares of 0.01 pence each % of issued Share Capital City and Claremont Capital Assets Ltd 265,231,176 18.99% Stephen Hudson 79,526,938 5.70% Darren Smith 72,272,089 5.18% Paul Crowther 51,924,909 3.72% EP&F Capital Plc 26,448,571 1.89% Regulatory announcements Click on links below for latest regulatory announcements: Unaudited Interim Results – 28 Jun 2021 New Project Completion – 18 Jun 2021 Result of AGM – 30 Mar 2021 New Business Wins – 30 Mar 2021 Presentation and Q&A on Companys Final Results – 25 Mar 2021 Investor Presentation – 11 Mar 2021 Notice of AGM and Financial Report – 5 Mar 2021 Final Results for the Period Ended 30 September 2020 – 4 Mar 2021 Correction -Timing of Results – Update – 26 Feb 2021 Timing of Results – Update – 26 Feb 2021 Holdings in Company – 22 Feb 2021 New Business Wins – 11 Feb 2021 Holdings in Company – 22 Dec 20 Timing of Financial Results – 21 Dec 20 Trading Update – 12 Nov 20 Holdings in Company – 23 Sep 2020 Restoration – 18 Sep 2020 Second Interim Results and Restoration of Trading on AIM – 18 Sep 2020 Suspension of Trading on AIM – 14 Sep 2020 Project Completion – 10 Aug 2020 Fundraising of £150,000 via Convertible Loan Notes – 5 Aug 2020 New Business Wins – 17 Jun 2020 Further Update re Trading Performance – 09 Jun 2020 Updated Trading Performance and Covid-19 update – 08 Jun 2020 Holdings in Company – 09 Apr 2020 Trading and Covid-19 update – 03 Apr 2020 Half-year Report – 23 Dec 2019 Result of General Meeting – 13 Nov 2019 11-20 Posting of Circular and Notice of General Meeting – 28 Oct 2019 Result of AGM – 27 Sep 2019 Trading Update – 27 Sep 2019 Posting of Annual Report and Notice of AGM – 04 Sep 2019 Final Results – 28 Aug 2019 Holding(s) in Company – 20 Aug 2019 Timing of Final Results – Update – 18 Jul 2019 Trading Update – 08 Jul 2019 Holding(s) in Company – 23 Apr 2019 09:32 Holdings in Company – 09 Apr 2019 18:08 Holding(s) in Company – 27 Feb 2019 13:29 Placing to Raise £110,000 – 22 Feb 2019 07:00 Change of Nomad – 23 Jan 2019 07:00 Nominated Adviser Status – 13 Dec 2018 07:00 Director:PDMR Dealings – 28 Nov 2018 16:39 Director:PDMR Dealings – 28 Nov 2018 07:00 Holding(s) in Company – 20 Nov 2018 16:30 Correction – Director:PDMR Dealings – 20 Nov 2018 10:12 Director:PDMR Dealings – 19 Nov 2018 13:00 Director:PDMR Dealings – 19 Nov 2018 07:00 Half-year Report – 05 Nov 2018 07:00 Holding(s) in Company – 01 Nov 2018 07:00 Directorate Change – 18 Sep 2018 14:30 Result of AGM – 18 Sep 2018 – 11:44 Trading Update – 18 Sep 2018 07:00 Holding(s) in Company – 23 Aug 2018 16:31 Holding(s) in Company – 23 Aug 2018 13:00 Posting of Annual Report and Notice of AGM – 23 Aug 2018 12:58 Director:PDMR Dealings – 22 Aug 2018 12:52 Holding(s) in Company – 21 Aug 2018 14:54 Final Results – 17 Aug 2018 07:44 Holding(s) in Company – 11 Jun 2018 10:42 Trading Update – 23 May 2018 07:00 Total Voting Rights – 01 Mar 2018 11:14 Placing to raise £70,000 – 13 Feb 2018 15:31 For additional MediaZest regulatory announcements, please click on the following link: Regulatory announcements Documents Most recent annual report and all half year, quarterly or similar reports published since last annual Click here to view our Interim Financial Statements for the Six months ended 31st March 2021. Click here to view our Report and Consolidated Financial Statements for the eighteen months ended 30th September 2020. Click here to view our Second Interim Results to 31 March 2020. Click here to view our Interim Financial Statements for the Six months ended 30th September 2019. Click here to view our Report and Consolidated Financial Statements for the year ended 31st March 2019. Click here to view our Interim Financial Statements for the Six months ended 30th September 2018. Click here to view our Report and Consolidated Financial Statements for the year ended 31st March 2018. Click here to view our Interim Financial Statements for the Six months ended 30th September 2017. Click here to view our Report and Consolidated Financial Statements for the year ended 31st March 2017. Click here to view our Report and Consolidated Financial Statements for the year ended 31st March 2016. Click here to view our Report and Consolidated Financial Statements for the year ended 31st March 2015. Most recent admission document with any circulars or similar publications sent to shareholders within past 12 months Click here for our notice of 2020 AGM and the proxy form MediaZest – Shareholder Circular – Share Capital Reorganisation – Final 28 Oct MediaZest Admission Document Click here for our notice of 2019 AGM and the proxy form Click here for our notice of 2018 AGM Click here for our notice of 2017 GM and the proxy form. Constitutional documents Click Here to view our current constitutional documents. Recent Investor Presentations and Q&A Click Here to view the MediaZest Presentation Final Results 18 months to 30 September 2020 Click Here to view the MediaZest Shareholder Q&A 30.3.2021 Other advisers Details of nominated adviser and other key advisers Nominated Advisor SP Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, London, W1S 2PP Broker Hybridan LLP 20 Ironmonger Lane London EC2V 8EP Attention: Claire-Louise Noyce Lawyers CMS Cameron McKenna Nabarro Olswang LLP Cannon Place 78 Cannon Street London EC4N 6AF Auditor Nexia Smith & Williamson Statutory Auditor Chartered Accountants Cumberland House 15-17 Cumberland Place Southampton SO15 2BG Registrars Share Registrars Limited Craven House West Street Farnham Surrey GU9 7EN QUICK LINKS Our Work Investor Relations Services About Us CONTACT E: info@mediazest.com SUPPORT & ENGINEERING Unit 9 Woking Business Park Albert Drive Woking, Surrey GU21 5JY T:01483 733300 SALES Innovation Hub Westfield Stratford City 1106 The Street London E20 1EJ T:01483 733300 MediaZest is accredited with ISO 9001, the internationally recognised standard for the quality management of businesses. © 2017 MediaZest. 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