SEC S.p.A. is a holding company, incorporated in Italy, It is head office for a public relations and advocacy business, headquartered in Milan with operations across western Europe.
The Audit and AIM Compliance Committee has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Group is properly measured and reported on and ensuring compliance with the AIM Rules for Companies. It will receive and review reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit and AIM Compliance Committee will meet no less than twice each year and will have unrestricted access to the Group’s auditors. The Audit Committee comprises David Mathewson as chairman and Luigi Roth.
The Remuneration Committee reviews the performance of executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The Remuneration Committee will meet at least once each year. The Remuneration Committee comprises David Mathewson as chairman and Luigi Roth.
The Nomination Committee is responsible for identifying, nominating and approving appointments to the Board, as well as considering the continuing appropriateness of the Board, the future needs of the Company and issues of succession. The Nomination Committee will meet at least once each year. The Nomination Committee comprises Luigi Roth as chairman and David Mathewson.
The rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
|By Laws (ENG)|
This information was last updated as at 13 June 2018
|Number of AIM securities in issue||12,221,975|
|Percentage of AIM securities not in public hands||74.57%|
|Paola Ambrosino de Bruttopilo||4.79%|
|Equita Sim S.p.A.||4.53%|
|Banca Esperia S.p.A.||4.53%|
|Edoardo Francesco Maria Romeo||3.26%|
|Nominated Adviser and Broker||WH Ireland Limited 24 Martin Lane London EC4R 0DR|
|Financial Adviser||UBS (Italia) S.p.A. Corporate Advisory Group Via Palestro, 2 20121 – Milan Italy|
|Joint stock broker||PETERHOUSE: Martin Lampshire e Charles Goodfellow +44 (0)20 7469 0930|
|Joint stock broker||WH IRELAND: Paul Schekleton +44 (0)20 7220 1756|
|Auditors||BDO Italia S.p.A. Viale Abruzzi,94 20131 Milan, ITALY|
|Solicitors to the Company (Italian Law)||NCTM Studio Legale Via Agnello 12 20121 – Milan Italy|
|Solicitors to the Company (English Law)||Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU|
The Directors recognise the importance of sound corporate governance and intend that the Group will comply with the provisions of the QCA Guidelines.
The Takeover Code does not currently apply to the Company and is not expected to apply to the Company following Admission on the basis that the Company’s place of central management and control is not expected to be in the UK, the Channel Islands or the Isle of Man. This position may change in the event that the Panel reviews the application of the Takeover Code to AIM-traded companies which have their registered office in the UK, the Channel Islands or the Isle of Man, even if its business is managed and controlled elsewhere. For this reason the shareholders will not be offered any protections under the Takeover Code. It is emphasised that, although the Ordinary Shares will trade on AIM, the Company will not be subject to takeover regulation in the UK. However, certain protections have been incorporated into the Articles which, to an extent, mirror provisions of the Takeover Code (the “Relevant Code Provisions”) to the extent that it is possible to do so. The Articles provide that if an acquisition of Ordinary Shares were to increase the aggregate holding of the acquirer and its concert parties to shares carrying 30 per cent. or more of the voting rights in the Company, the acquirer and, depending on the circumstances, its concert parties, would be required (except with the agreement of the Company in general meeting by ordinary resolution of independent shareholders) to make a cash offer for the outstanding shares in the Company at a price not less than the highest price paid for the Ordinary Shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by any acquisition of shares by a person holding (together with its concert parties) shares carrying between 30 and 50 per cent. of the voting rights in the Company if the effect of such acquisition were to increase the person’s percentage of voting rights. The main difference between these provisions and the Relevant Code Provisions is that the Takeover Panel does not have any jurisdiction to exercise its discretion in waiving any of the provisions of the Takeover Code.
|SEC SpA Result of AGM & Posting of Report & Accounts|
|SEC SpA Fac-simile modulo di delega per intervenire all’assemblea ordinaria e straordinaria degli azionisti|
|SEC SpA Avviso di convocazione di assemblea ordinaria e straordinaria|
|SEC SpA Avviso convocazione Assemblea ottobre 2017|
|SEC SpA Modulo delega ottobre 2017|
|SEC SpA Avviso convocazione Assemblea giugno 2017|
|SEC SpA Modulo delega giugno 2017|
|SEC Replacement: Half Year Report|
|SEC Annual report 2017|
|SEC Relazione BDO al consolidato|
|SEC Relazione illustrativa 2018|
|SEC Curriculuv Vitae collegio sindacale (allegato a Sec Relazione illustrativa)|
|SEC Bilancio e Nota integrativa al 31.12.2017|
|SEC relazione sulla gestione al bilancio 31.12.2017 (allegato al Sec Bilancio e nota integrativa al 31.12.2017)|
|SEC Relazione BDO 2017 (allegato al Sec Bilancio e nota integrativa al 31.12.2017)|
|SEC Relazione Collegio Sindacale 2017 (allegato al Sec Bilancio e nota integrativa al 31.12.2017)|
|SEC Relazione illustrativa 2017|
|SEC Half Year Report 2017|
|SEC Bilancio e nota integrativa al 31.12.2016 del 31.05|
|SEC relazione sulla gestione 2016 del 22.05 (Allegato al SEC Bilancio e nota integrativa al 31.12.2016 del 31.05)|
|SEC relazione di BDO 2016 (Allegato al SEC Bilancio e nota integrativa al 31.12.2016 del 31.05)|
|SEC relazione collegio sindacale 2016 (Allegato al SEC Bilancio e nota integrativa al 31.12.2016 del 31.05)|
|SEC Annual report 2016|
|SEC Relaz Consol 31.12.2016|
|SEC to acquire 51% of Colombia’s leading Corporate communications and Public Affairs agency Newlink Comunicaciones Estratégicas SAS’s capital shares|
|August 3rd - SEC SpA: £3 million strategic equity investment in Porta Communications Plc|
|April 24th - SEC SpA’s international growth continues. The group acquires the majority of the Poland Society Martis Consulting, in the top ten of the market|
|December 22th - SECSpA Conditional acquisition of majority shareholding in Martis Consulting SP z o.o. in Poland|
|September 30th-SEC SpA Interim results for the six months ended 30 June 2016|
|September 13th - SEC SpA: Acquisition of majority shareholding in Newington (ENG)|
|13 Settembre - SEC SpA: Il Gruppo acquisisce la maggioranza di Newington, società leader nel mercato UK per comunicazione corporate e public affairs (ITA)|
|July 26th - Admission to AIM and First Day of Dealings (ENG)|
|26 Luglio - SEC ammessa alle negoziazioni sull’AIM di Londra (ITA)|
This page has been prepared under AIM Rule 26