AIM Rule 26

This AIM Rule 26 information was last updated on 29th March 2018.

Feedback plc is admitted to trading on the AIM market of the London Stock Exchange.

About

Feedback plc is a specialist medical imaging technology company. It develops software and systems that provide innovative techniques and improved workflows for practitioners involved in medical research and treating patients. TexRAD®, the Company’s patented quantitative image texture analysis technology, has the potential to assist clinicians in diagnosis, prognosis and treatment of patients with cancer and is currently installed in over 40 of the world’s leading research institutions across Europe, North America, Asia and Australasia. The Cadran platform provides a suite of medical imaging tools for decision support. The Cadran range includes the picture archiving communication system (PACS) to provide decision support for scan analysis, diagnostic workstations which provide secure remote access to view scans on demand, and products to securely share and transport patient data. For more information please visit http://www.fbk.com/about/.

People

Dr Alastair Riddell, Non-executive Chairman
Dr Riddell has over 30 years’ experience in the pharmaceutical, life science and biotech industries, with 18 years as a main board director. After 10 years directing phases 1-4 clinical trials of antibiotics, oncology and intensive care products for companies including Lederle (now Pfizer) and Centocor (now J&J), he spent five years managing sales and marketing for oncology and imaging products for Amersham International (now GE Healthcare). This led to 12 years as CEO for three UK biotech companies, Pharmagene, Paradigm Therapeutics and Stem Cell Sciences; in these roles he was the principal involved in an IPO on UK’s main list, trade sales to international companies in Japan and the USA and significant fund raising rounds. He has been Chairman of Silence Therapeutics (AIM listed) and Chairman of Definigen Ltd, a private Cambridge University spinout. He is currently on the Board of three biotechnology companies;  AzurRx Biotherapeutics, a New York based drug development company listed on NASDAQ; Cristal Therapeutics, a Netherlands based company specialising in nanoparticle medicines; and Skyline Vet Pharma, a US based private company repurposing human drugs for use in companion animals. He is also Chairman of the SWAHSN (South West Academic Health Science Network), which seeks to improve and sustain the healthcare provision in the south-west of England by linking innovation from industry, academia and the NHS. Dr Riddell is on the Remuneration committee.

David Crabb, Chief Executive Officer
Mr Crabb brings 20 years of experience as an effective business leader to Feedback. Most recently he was Chief Executive Officer of Cambridge Online Systems, a major software company providing services to UK and international customers, which was acquired by the global IT group Columbus in December 2016. Under Mr Crabb’s management in 2011, Cambridge Online Systems delivered strong growth from a loss-making organisation to one with top-quartile financial results and was voted as one of the “Sunday Times Top 100 Companies to work for” in two consecutive years. Previously, Mr Crabb held director-level roles in medium-sized technology and outsourced solutions companies with revenues from £50 million to over £1 billion, responsible for business optimisation, sales and marketing and workforce leadership.

Lindsay Melvin, Chief Financial Officer
Mr Melvin is a chartered accountant and brings 30 years of financial and business experience to Feedback. Most recently he was Chief Executive Officer of the Chartered Institute of Payroll Professionals (CIPP) for eight years until July 2016. CIPP was voted the UK’s best association in the 2016 Associations Excellence Awards and was also voted as one of the Sunday Times “Best 100 Not for Profit Organisations” in 2016. Previously, Mr Melvin held Director-level roles in small- to medium-sized public and private companies including Arthur Shaw & Co plc where he was Finance Director for six years. Mr Melvin started his career at Grant Thornton where he spent 11 years.

Dr Balaji Ganeshan, Executive Director 
Balaji is a Senior Imaging Scientist at the Institute of Nuclear Medicine, University College London and an Honorary Visiting Research Fellow at the Brighton & Sussex Medical School, University of Sussex. He was instrumental in the original development of the TexRAD texture analysis technology which resulted from his PhD in Biomedical Engineering. He is responsible for developing new business opportunities for TexRAD and the Feedback Group.

Mike Hayball, Executive Director 
Mike started his career as a medical physicist at Addenbrooke’s Hospital in Cambridge where he took his MSc in Radiation Physics. From there he worked on cardiac imaging at Papworth Hospital before forming Cambridge Computed Imaging Limited in 2001 where he is CEO. Mike is Technical Director for the Feedback Group.

Tim Irish, Non-Executive Director 
Tim is a Professor of Practice at Kings College London as well as a board member of Bournemouth University. Tim joined the board of the National Institute for Health and Care Excellence (NICE) in April 2015 and became the Senior Independent Director in May 2017. Tim has worked in the life sciences industry for thirty years. His career has spanned global health technology companies across Europe and North America, including GSK, GE and Philips the latter two in senior positions responsible for medical imaging. Tim also currently holds a number of non-executive positions in health and technology related entities.

Dr Alex Menys, Non-Executive Director 
Alex obtained his PhD at University College London focusing on imaging of the gastrointestinal tract with MRI. He is the founder and chief executive of Motilent Ltd, a developer of advanced medical imaging software aimed at maximising the effectiveness of radiology in the evaluation of gastrointestinal function. Alex is on both the Audit and Remuneration Committees.

Corporate Governance

The Board recognises the importance of sound corporate governance and with that aim, the Company has adopted policies and procedures, which reflect the principles of the UK Corporate Governance Code, as published by the Financial Reporting Council’s Committee on Corporate Governance (commonly known as the “UK Corporate Governance Code”) and appropriate to the Company’s size. The Company does not fully comply with the UK Corporate Governance Code.

The Board meets monthly to review key operational issues and the strategic development of the Group. The financial performance of the Group is reported and monitored. All matters of a significant nature are discussed in the forum of a board meeting. The Board is responsible for internal controls to minimise the risk of financial or operational loss or material misstatement. The controls established are designed to meet the particular needs of the Company having regard to the nature of its business.

The Directors believe that the Board has sufficient experience in accounting systems and controls which will provide a reasonable basis for them to make proper judgements as to the financial position and prospects of the Group.

The Company also has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities.

Committees

Remuneration Committee
The Remuneration Committee comprises Dr Alastair Riddell, Professor Tim Irish and Dr Alex Menys and is responsible for the scale and structure of the remuneration of the Executive Directors. The recommendations of the committee must be approved by the Board of Directors before they can be approved. No director or manager shall be involved in decisions relating to his or her own remuneration.

Audit Committee
The Audit Committee comprises Dr Alastair Riddell and Professor Tim Irish and is required to monitor the integrity of the financial statements of the company, including the interim and annual reports. The committee also reviews financial returns to regulators and any financial information contained in announcements of a price sensitive nature. The committee shall also consider and make recommendations to the Board, to be put to shareholders for approval at the AGM, as to the appointment or re-appointment of the company’s external auditor and together with the external auditors, determines the scope of the audit.

The Audit Committee has unrestricted access to the Company’s auditors.

Nomination Committee
The Nomination Committee comprises Dr Alastair Riddell, Professor Tim Irish, Dr Alex Menys and Mike Hayball and is responsible for selecting and appointing directors.

The Group will try to ensure, in accordance with Rule 21 of the AIM Rules, that the Board and applicable employees do not deal in any Ordinary Shares during a close period (as defined in the AIM Rules) and has adopted a code on dealings in the Company’s securities.

UK City Code on Takeovers and Mergers

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

Feedback plc
Company registration number: 598696 Incorporated in England and Wales
Registered Office:
Feedback plc
Unit 5 Grange Park
Broadway
Bourn
Cambridge
CB23 2TA
Main country of operation is England.

KEY COMPANY ADVISORS

Nominated Advisor (NOMAD):
Allenby Capital Limited
5 St Helen’s place
London
EC3A 6AB

Brokers:
Allenby Capital Limited
5 St Helen’s place
London
EC3A 6AB

Northland Capital Partners Limited
60 Gresham Street, 4th Floor
London
EC2V 7BB

Peterhouse Corporate Finance Limited
3rd Floor
New London House
15 Eldon Street
London
EC2M 7LD

Registrars:
Share Registrars Ltd
The Courtyard
17 West Street
Farnham
Surrey
GU9 7DR

Auditor:
haysmacintyre
26 Red Lion Square
London
WC1R 4AG

Bankers:
Natwest Bank
Conqueror House,
Vision Park,
Cambridge
CB24 9NL

Share exchange
The Company’s shares are traded solely on AIM.

Security details
As at 29th March 2018, the company had in issue 281,616,584 Ordinary Shares of 0.25 pence each. The Company did not hold any shares in Treasury.

Significant shareholders
As at 29th March 2018, shareholders who have notified the company of shareholdings in excess of 3% are:

Shareholder No. of Shares %
T E Brown 20,914,111 7.43
T W G Charlton 69,437,408 24.66
W R Ruffler 12,597,893 4.47
University of Sussex 9,400,000 3.34
Jonathan David Selby Cranston 12,750,000 4.53

Percentage of AIM securities not in public hands
As at 29th March 2018, the percentage of AIM securities not in public hands as defined by the AIM rules and insofar as the Company is aware is 31.84%.

Restrictions on the transfer of securities
There are no restrictions on the transfer of Feedback plc securities.

A List of constitutional and other documents can be found here
Documents