Investors

Shareholder information

Shares in Issue

Pires Investments plc Ordinary shares of 0.25 pence are listed on AIM, London Stock Exchange. 

The shares are not admitted to trading on any other exchanges or trading platforms and the company has not applied or agreed to have any of its securities (including its AIM securities) so admitted or traded.

Number of shares in issue: 66,472,465
Number of shares not in public hands: approximately 50.21%

There are no Ordinary shares held in treasury. 
There are no restrictions on the transfer of the Company’s Ordinary shares.

Significant Shareholders

Based on information provided to the Company as at 23 August 2019, as far as the Directors are aware, the following are Directors or shareholders interested in 3% or more of the issued share 

Shareholder No. Ordinary Shares % Issued Share Capital Notes
JIM Nominees Limited <JARVIS> 33,378,327 50.21% 1
Lawshare Nominees Limited  9,996,298 15.04% 2
BrightGrow SSAS 4,000,000 6.02% 3
Interactive Investor Services Nominees Limited 2,567,387 3.86%  
Neil Scott2,050,0003.1%

Notes:

1. 16,149,993 shares within the Jim Nominees holding are beneficially owned by Riverfort Global Opportunities plc (formerly Paternoster Resources plc), of which Nicholas Lee,  a director of the Company, is also the Investment Director.

2. 5,050,000 shares within Lawshare Nominees Limited are beneficially owned by ‘The SIPP of Nicholas Clark’. Nicholas Clark is the Chief Executive Officer of Torpedo Factory Group Ltd. 2,000,000 shares within Lawshare Nominees Limited are beneficially owned by Freddie Jenner, the Finance Director of Torpedo Factory Group Ltd. 2,000,000 shares within Lawshare Nominees Limited are beneficiallly owned by Keith McCullagh, the Chairman of Torpedo Factory Group Ltd.

3. Siobhan Robinson is the sole beneficiary of BrightGrow SSAS and fiancée of Nicholas Clark.

The Company has been notified that 3,008,533 shares are beneficially owned by Barry Reynolds and the shares are held in a number of nominee accounts.

This shareholder information is taken from the Pires Investments share register.

Announcements

Headline Date
Eco (Atlantic) Oil & Gas Limited Update16/09/2019
Holding(s) in Company13/09/2019
Notice of AGM11/09/2019
Website 09/09/2019
Proposed amendment to investing policy and
proposed investment
02/09/2019
Holding(s) in Company 23/08/2019
Holding(s) in Company 23/08/2019
Holding(s) in Company 23/08/2019
Holding(s) in Company 23/08/2019
Holding(s) in Company23/08/2019
Statement re Media speculation22/08/2019
Holding(s) in Company 19/08/2019
Eco (Atlantic) Oil & Gas Limited Update12/08/2019
Half-year Report 17/07/2019
Final Results 30/04/2019
Result of General Meeting 04/04/2019
Posting of Shareholder Circular 12/03/2019
Holding(s) in Company 27/02/2019
Holding(s) in Company 27/02/2019
Holding(s) in Company 27/02/2019
Shareholder Requisition Notice 25/02/2019
Shareholder Requisition Notice20/02/2019
Issue of Equity and Related Party Transactions13/02/2019
Holding(s) in Company 07/02/2019
Holding(s) in Company29/01/2019
Update – Net Asset Valuation24/01/2019
Holding(s) in Company14/01/2019
Market Update02/11/2018
Result of AGM15/10/2018
Posting of Notice of Annual General Meeting24/09/2018
Half-year Report27/07/2018
Final Results30/04/2018
Holding(s) in Company20/12/2017
Holding(s) in Company 09/11/2017
Holding(s) in Company 09/11/2017
Result of AGM21/08/2017
Directorate Change18/08/2017
Holding(s) in Company 11/08/2017
Holding(s) in Company 01/08/2017
Notice of AGM31/07/2017
Half-Year Report31/07/2017
Holding(s) in Company14/07/2017
Holding(s) in Company 05/06/2017
Holding(s) in Company 24/05/2017
Holding(s) in Company 05/05/2017
Holding(s) in Company 28/04/2017
Final Results27/04/2017
Holding(s) in Company16/03/2017
Directorate Change13/02/2017
Investment in Eco (Atlantic) Oil & Gas Ltd08/02/2017
Holding(s) in Company03/02/2017
Holding(s) in Company 30/01/2017
Holding(s) in Company 13/01/2017
Holding(s) in Company 16/12/2016
Holding(s) in Company 08/12/2016
Holding(s) in Company 08/12/2016
Holding(s) in Company 05/12/2016
Holding(s) in Company 02/12/2016
Issue of equity28/11/2016
Fundraising02/11/2016
Rame Energy plc Disposal30/09/2016
Holding(s) in Company19/09/2016
Investment in Rame Energy plc05/08/2016
Half Year Report28/07/2016
Issue of Equity05/07/2016
Result of AGM27/05/2016
Final Results29/04/2016
Result of General Meeting31/03/2016
Holding(s) in Company23/03/2016
Holding(s) in Company 21/03/2016
Holding(s) in Company 16/03/2016
Holding(s) in Company 16/03/2016
Correction: Posting of circular and update11/03/2016
Posting of circular and update11/03/2016
Holding(s) in Company 04/03/2016
Holding(s) in Company 03/03/2016
Change of Registered Office17/12/2015
Holding(s) in Company 13/11/2015
Result of Annual General Meeting04/08/2015
Interim Results31/07/2015
Notice of Annual General Meeting10/07/2015
Final Results30/04/2015
Investment16/02/2015
Board Changes18/12/2014
Investment in Armstrong Ventures plc23/10/2014

Reports & Accounts

Headline Date
Interim Results 2019 17/07/2019
Annual Report and Financial Statements for the year ended 31 October 2018 30/04/2019
Interim Results 2018 27/07/2018
Annual Report and Financial Statements for the year ended 31 October 2017 30/04/2018
Interim Results 2017 31/07/2017
Annual Report and Financial Statements for the year ended 31 October 2016 28/04/2017
Interim Results 2016 28/07/2016
Annual Report and Financial Statements for the year ended 31 October 2015 29/04/2016
Interim Results 201531/07/2015
Annual Report and Financial Statements for the year ended 31 October 2014 30/04/2015
Interim Results 201430/07/2014
Annual Accounts 201329/04/2013
Annual Accounts 2012 30/04/2012

Company notices and documents

News and Circulars

Form of Proxy 11/09/2019
Circular and Notice of General Meeting 11/09/2019
Form of Proxy 11/03/2019
Circular and Notice of General Meeting 11/03/2019
Form of Proxy 24/09/2018
Notice of AGM 2018 24/09/2018
Notice of AGM 2017 and Form of Proxy 27/07/2017
Notice of AGM 2016 and Form of Proxy 29/04/2016
Form of Proxy11/03/2016
Circular and Notice of General Meeting11/03/2016
Notice of Annual General Meeting10/07/2015
Company Documents
New Articles of Association04/08/2015
Articles of Association16/04/2012
AWG Services plc – Reverse Document07/11/2003

Company Advisers

Auditors

PKF Littlejohn LLP
1 Westferry Circus
London
E14 4HD

Nominated Adviser

Cairn Financial Advisers LLP
62-63 Cheapside
London
EC2V 6AX
Phone: +44 207 213 0883

Broker

Peterhouse Corporate Finance 
15 Eldon Street
London
EC2M 7LD
Phone : +44 20 7469 0930

Registrars

Computershare Investor Services plc
PO Box 82
The Pavilions
Bridgwater Road
Bristol
BS99 7NH
Phone: +44 870 889 3207

Investing Policy

The Company’s Investing Policy is to invest principally, but not exclusively in the resources and energy sectors. The Company will initially focus on projects located in Asia but will also consider investments in other geographical regions. The Company may be either an active investor and acquire control of a single company or it may acquire non-controlling shareholdings. Once a target has been identified, additional funds may need to be raised by the Company to complete a transaction.

The proposed investments to be made by the Company may be in either quoted or unquoted securities made by direct acquisition and may be in companies, partnerships or joint ventures; or direct interests in projects and can be at any stage of development. The Company’s equity interest in a proposed investment may range from a minority position to 100 per cent. ownership.

The Company will identify and assess potential investment targets and where it believes further investigation is required, intends to appoint appropriately qualified advisers to assist.

The Company proposes to carry out a comprehensive and thorough project review process in which all material aspects of any potential investment will be subject to rigorous due diligences, as appropriate. It is likely that the Company’s financial resources will be invested in a small number of projects or investments or potentially in just one investment which may be deemed to be a reverse takeover under the AIM Rules. Where this is the case, it is intended to mitigate risk by undertaking an appropriate due diligence process. Any transaction constituting a reverse takeover under the AIM Rules will require shareholder approval. The possibility of building a broader portfolio of investment assets has not, however, been excluded.

The Company intends to deliver shareholder returns principally through capital growth rather than capital distribution via dividends. Given the nature of the Company’s Investing Policy, the Company does not intend to make regular periodic disclosures or calculations of net asset value.

The Directors believe that their broad collective experience together with their extensive network of contacts will assist them in the identification, evaluation and funding of suitable investment opportunities. When necessary, other external professionals will be engaged to assist in the due diligence of prospective opportunities. The Directors will also consider appointing additional directors with relevant experience if the need arises.

The objective of the Directors is to generate capital appreciation and any income generated by the Company will be applied to cover costs or will be added to the funds available to further implement the Investment Policy. In view of this, it is unlikely that the Directors will recommend a dividend in the early years. However, they may recommend or declare dividends at some future date depending on the financial position of the Company.

Corporate Governance

Details of Committees of the Board of Directors and their Responsibilities

The Board meets on a formal basis as necessary and generally at least once per quarter. At those meetings a detailed report on finances is presented and discussed and potential investments considered. The Board considers risk and strategy at each meeting. 

An Audit Committee is established and comprises John May and Nicholas Lee. The Committee meets with the auditors, considers the results and the audit process, and satisfies itself as to the auditor’s independence. 

The Company has a Remuneration Committee, which comprises John May and Nicholas Lee.

Statement of Directors’ Responsibilities

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 Company and the Group and of the profit or loss of the Group 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 any applicable accounting standards have been followed subject to any departures disclosed and explained in the financial statements;

– Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company and the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 1985 and 2006. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. All Directors have service contracts, none of which has a duration of longer than 12 months.

Compliance with the Corporate Governance Code

The Board recognises its responsibility for the proper management of the Company and is committed to maintaining a high standard of corporate governance. The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders.

The Board of Directors has therefore decided to apply the QCA Corporate Governance Code (“QCA Code”).  Details of how the Company complies with the QCA Code, can be found here

Directors’ Share Dealing Code

The Company has adopted, and will operate where applicable, a share dealing code for Directors and applicable employees under terms equivalent to those provided by Rule 21 of the AIM Rules for Companies.

Takeover Code

The City Code on Takeovers and Mergers applies to the Company and governs, inter alia, transactions which may result in a change of control of the Company.