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The following information is disclosed in accordance with rule 26 of the AIM rules (February 2007) and the website was last updated on the 20th June 2008.
1. Description of the Business
The Group’s main trading activities all
involve industrial process chemicals.
Our largest division utilises process chemistry for coating,
impregnating or finishing a wide variety of metal components.
This is carried out on a sub-contract basis, predominantly
for the engineering industry in the UK.
Our other main activity is the manufacture and supply
of chemical sealants and related chemicals used to eliminate
porosity in metal castings, generally destined for the
automotive industry. Being a true global supplier, we
have been able to follow the manufacturing trend of automotive
companies and their suppliers and thus continue to be
in the supply chain wherever manufacturing takes place.
In addition to this, we have a division whose activity
is the manufacture and supply of chemical sealants for
structural waterproofing in the construction industry.
The principal activity of the parent Company is to operate
as a holding company for the Group.
Our other areas of specialisation include the design and
manufacture of process plant and associated extraction
and pollution control plant systems. We also manufacture
impregnation plant and non-destructive testing equipment.
2. Directors
Peter L Hay : Chairman
Peter Hay is Executive Chairman. He has been on the Board
of the Company for thirty five years, serving as Managing Director
for ten years.
Victor P Bellanti : Chief Executive Officer
Victor Bellanti is Chief Executive Officer and has been
employed by Norman Hay plc for the last fourteen years.
A graduate qualified accountant, he was previously the
Group Finance Director and, having been involved in all
aspects of the business, was appointed Chief Executive
Officer in March 2000.
Anthony M Hay : Non-Executive Director
Anthony Hay has been a Director of the Company for forty
four years, served as Chairman from 1984 to 1993 and is
independent from the day to day running of the Group.
David W Miller : Non-Executive Director
David Miller, Chief Operating Officer up until his retirement
on 30 December 2006 was employed by Norman Hay plc for
seven years, following a
successful international executive career
. In February 2007 David rejoined
the Company as a Non-Executive Director.
Brigid M Cattle : Company Secretary
Brigid Cattle was appointed Company Secretary in 2001
3. Directors Responsibilities
A M Hay Chairs the Audit Committee and the Remuneration
Committee.
Audit Committee
The Audit Committee is chaired by Anthony Hay and its
other members are David Miller, Peter Hay and Victor Bellanti.
The Committee operates within agreed terms of reference
which include reviewing the effectiveness of financial
reporting and internal control procedures, monitoring
the integrity of the financial statements of the Group
and any significant financial reporting judgements contained
therein and reviewing the fees, independence and objectivity
of the external auditors.
Remuneration Committee
The Remuneration Committee is chaired by Anthony Hay and
its other members are David Miller, Peter Hay and Victor
Bellanti. The Remuneration Committee reviews and determines
the remuneration package of the Executive Directors of
the Group Board. This includes the determination of targets
for any performance related pay schemes, or other share
option schemes operated by the Group. The remuneration
policy set by the Remuneration Committee is designed to
deliver the Group's objective of increasing shareholder
value by attracting and retaining the most capable and
committed people. In doing so the Committee reserves the
right to seek professional advice from external consultants
as it sees fit.
The Directors are responsible for preparing the Annual
Report and the financial Statements in accordance with
applicable law and
International Reporting Standards, International Accounting Standards and interpretations (collectively IFRS), as adopted by the European Union.
.
Company law requires the Directors to prepare financial
statements for each financial year which give a true and
fair view of the state of affairs of the Group and the
Company and of the profit or loss for that year. In preparing
those financial statements, the Directors are required
to:
- select suitable accounting policies and then apply
them consistently;
- make judgments and estimates that are reasonable
and prudent;
- state whether applicable accounting standards have
been followed, subject to any material departures disclosed
and explained in the financial statements; and
- prepare the financial statements on a going concern
basis unless it is inappropriate to presume that the
Group and Company will continue in business.
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any
time the financial position of the Company and to enable
them to ensure that the financial statements comply with
the Companies Act 1985. They are also responsible for
safeguarding the assets of the Group and taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
4. Incorporation
The Company is incorporated in the United Kingdom and
its main Country of operation is the United Kingdom.
The Company’s UK Registered Number is 405025.
5. Memorandum and Articles of Association. |
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6. Only traded on AIM.
The total number of shares in issue is 14,811,750.
26.5% (3,930,072) of these shares are not in public hands.
They are held by the Directors (one of whom holds more
than 10% of the shares in issue) and the Employee Share
Ownership Trust (ESOT).
This information was last updated
22nd February 2008.
Directors’ and Substantial
Shareholdings |
|
Ordinary Shares |
% |
Mr P L Hay |
2,210,870 |
14.93
|
Mrs G Luker |
1,476,571 |
9.96 |
Mr A M Hay |
1,108,170 |
7.48 |
Miss C Bewsher |
747,161 |
5.04 |
Mr D Bewsher |
746,511 |
5.03 |
Mr N Hendy |
467,500
|
3.15 |
Westcombe Investments |
352,500 |
2.37 |
Miss A Hendy |
405,000 |
2.73 |
Mr D W Miller |
264,750
|
1.78
|
Mr V P Bellanti |
125,000 |
0.84 |
Norman Hay joined the main market in 1972 and in September
2000 moved its quotation to AIM in order to enable the
Company to achieve its growth and acquisition strategy
more cost effectively.
7. Admission Document
The AIM admission document for Norman Hay plc dated 10 th November 2000 was published some time ago and reflects the position of the Company at the time of publication. The information contained within it is therefore out of date, superseded and potentially inaccurate. No reliance should be placed on the information or opinions contained in that admission document and as a result the directors have decided not to add this to the website .
8. Annual Report 2007 / Interim Report 2007
A PDF file representing the Group Annual Report 2007
and the Group Interim Report 2007
is
represented within the “Stop
Press” section of our Group web site. (Please
click on the appropriate PDF icon).
9. Notifications Made by the Company During Past
12 Months.
All notifications made to AIM by the Group over
the last 12 months can be found within the “Stop
Press” section of this site.
The website will be updated every 6 months and was last updated 20th June 2008.
10. Nominated Brokers and Advisors.
Broker and Nominated Advisor
Brewin Dolphin Securities Limited
PO Box 52
National House
36 St Ann Street
Manchester
M60 2EP.
Registrars
Equiniti
PO Box 28448
Finance House
Orchard Brae
Edinburgh
EH4 1WQ
Auditors
BDO Stoy Hayward LLP
125 Colmore Row
Birmingham
B3 3SD
Bankers
Bank of Scotland
38 St Andrew Square
Edinburgh
EH2 2YR
Close Brothers
10 Crown Place
London
EC2A 4FT
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