Norman Hay plc
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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.

 

Click here to download the complete article in PDF format

Download PDF file

 


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


Norman Hay plc

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