AIM Rule 26 Disclosures

Introduction

In accordance with AIM Rule 26, as stipulated by the London Stock Exchange, all AIM quoted companies are required to disclose certain information on their corporate websites.

Manganese Bronze Holdings PLC (the ‘Company’) was incorporated in England and Wales under the registered number 61050. The Company is a speciality automotive products and services group and is the manufacturer of the London black taxi. The Company’s main country of operation is the United Kingdom.

The Company trades on AIM and has not applied to or agreed to have any of its securities (including AIM securities) admitted or traded on any other exchange or trading platform.

NB: Where guidance is given to refer to another section of the website, please click on the highlighted link.

Share capital

As at 14 June 2010, the date on which the Company’s ordinary and cumulative preference shares were admitted to AIM, the total number of ordinary shares in issue was 30,469,927. At this date, the percentage of issued ordinary shares that are not in public hands as defined in the AIM rules was in aggregate 21,665,902 representing 71.11% of the issued ordinary share capital.

As at 12 September 2012, the Company has been notified of the following interests in the Company’s total voting rights:

	Percentage of voting rights and issued share capital	No of ordinary shares	Nature of holding
Toscafund Asset Management	26.82%	8,173,519	Indirect
Linkstate Overseas Limited (Geely Automobile Holdings Limited)	19.97%	6,085,000	Direct
Lansdowne Partners	7.26%	2,212,500	Indirect
Henderson Global Investors	6.69%	2,038,836	Indirect
Sanjiv and Anju Ahuja	6.07%	1,850,000	Direct
Schroders Investment Management	3.19%	972,998	Indirect

There are no restrictions on the transfer of the Company’s shares.

Directors:

Tim Melville-Ross	Non-executive Chairman
John Russell	Group Chief Executive
Peter Johansen	Group Finance Director
Peter Shillcock	Chief Operating Officer
Christopher Ross	Deputy Chairman and Senior Independent Non-executive director
Daniel Li	Non-executive director
Andrew Walker	Non-executive director

For directors’ biographical details, please see Company overview/The Board.

Company secretary and advisors

Company Secretary and registered office: Mark Devin FCIS c/o The London Taxi Company Benson House 33 Wellington Street Leeds LS1 4JP	Nominated advisor: Grant Thornton UK LLP 30 Finsbury Square London EC2P 2YU
Solicitors: Wragge & Co 55 Colmore Row Birmingham B3 2AS Simmons & Simmons CityPoint One Ropemaker Street London EC2Y 9SS	Bankers: HSBC Bank plc City Corporate Banking Centre 60 Queen Victoria Street London EC4N 4TR The Lloyds Banking Group PLC 116 Cockfosters Road Barnet Herts EN4 0DY
Auditors: Mazars LLP Lancaster House 67 Newhall Street Birmingham B3 1NG	Financial public relations: FTI Consulting Holborn Gate 26 Southampton Buildings London WC2A 1PB
Registrars: Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE	Broker: MC Peat & Co 11-12 St James's Square London W6 7PY

Directors’ responsibilities

The roles of Chairman and Chief Executive are separate and clearly defined so that no individual has unfettered powers of decision-making. The Chairman is responsible for the leadership and governance of the Board as a whole and the Group Chief Executive for the management of the Group and the implementation of Board strategy and policy on the Board’s behalf. In discharging his responsibilities, the Group Chief Executive is advised and assisted by the Executive Committee comprising senior managers.

Christopher Ross is the Senior Independent Director to whom concerns may be conveyed by shareholders if they are unable to resolve them through existing mechanisms for investor communications or where such channels are inappropriate

The Chairman meets, at least annually, with the non-executive directors without the executive directors being present.

The Company Secretary is responsible for assisting the Chairman in all matters relating to Corporate Governance.

Board committees

The Board has three Committees, as follows:

1. Audit Committee

The Audit Committee consists of three non-executive directors and is chaired by Andrew Walker. Mr Walker is deemed to have recent and relevant financial experience.

Meetings are attended by the Chief Executive, the Group Finance and Business Development Director and representatives of the auditors as required. The Committee assists the Board in the discharge of its duties concerning the announcement of results, the preparation of the annual report and financial statements and the maintenance of proper internal controls. It reviews the scope and planning of the audit and the auditors’ findings, and considers Group accounting policies and the compliance of those policies with applicable legal and accounting standards.

The objectives of the Audit Committee have been confirmed in the terms of reference as:

• ensuring the integrity of the financial statements of the Company;
• reviewing and monitoring the Group’s internal control systems;
• overseeing the Group’s relationship with its external auditors;
• periodically reviewing the need to establish an internal audit function; and
• ensuring that Group reporting complies in all respects with relevant statutory and required financial reporting standards, including corporate governance disclosures.

A procedure setting out responsibilities for the preparation of the Group’s financial statements and their review by the external auditors and the Audit Committee has been documented. This also sets out the basis on which the Board make its statement on Going Concern. The Audit Committee reviewed the preliminary and interim statements prior to their approval by the Board. The Committee has also considered the external auditor’s report to it and the assumptions underlying the financial statements prior to recommending their approval to the Board.

2. Remuneration and Nominations Committee

The Remuneration and Nominations Committee comprises three non-executive directors and is chaired by Christopher Ross. John Russell is invited to attend meetings as necessary.

Under its terms of reference, the Remuneration and Nominations Committee is responsible for:

• ensuring that the Company’s executive directors and certain other agreed senior executives are fairly rewarded for their individual contributions to the Group’s overall performance;
• demonstrating to shareholders and other interested parties that the remuneration (including all benefits and terms of employment) of the executive directors is set by a committee of Board members who have no personal interest in the outcome of their decisions and who will give due regard to the interests of the shareholders and to the financial and commercial health of the Group;
• assessing how the Group should comply with established best practice in directors’ remuneration;
• ensuring that the size and composition of the Board is appropriate to the needs of the Group;
• selecting the most suitable candidate or candidates for appointment to the Board; and
• overseeing succession planning for the Board.

Full details of the role, policies and activities of the Remuneration and Nominations Committee are set out in the Directors’ Remuneration Report on pages 24 to 29 of the 2009 Annual Report.

To view the terms of reference for the Audit, Remuneration and Nominations Committees, please click on Board committees.

3. Executive Committee

The Board’s role is to set the Group’s values and standards, determine its strategic objectives and monitor operational performance. The Executive Committee, chaired by the Chief Executive Officer, supports the Board in fulfilling this role and is essentially responsible for the operational running of the business of the Group, including:
• implementing and delivering the strategic plans formulated by the Board;
• monitoring operational and financial performance;
• assessing and controlling risk;
• prioritising and allocating resources; and
• developing and reviewing objectives and budgets with subsidiary company boards to ensure that these fall within agreed targets and parameters set by the Board.

In discharging its duties, the Committee considers issues for submission to the Board to ensure that all relevant factors have been considered, in particular the following:

• Long term consequences;
• Employees;
• Business relationships with suppliers, customers and others;
• Community and the environment;
• Reputational risk;
• The Company’s members;
• Internal control considerations;
• Legal and regulatory issues; and
• Risk assessments.

The Chief Executive, or his nominated replacement, reports on the proceedings of the Executive Committee to the next meeting of the Board, making whatever recommendations to the Board the Committee deems appropriate on any area within its remit where action or improvement is needed.

Articles of Association

Financials

For copies of the annual and half year reports please see Financial information.

Notifications

Please refer to Press releases to view all notifications the Company has made in the past 12 months.

AIM admission document and shareholder circulars

On 14 May 2010, the Company announced the cancellation of the Company’s listing from the Official List and proposed admission to AIM (Admission to AIM).

Circulars or similar publications sent to shareholders within the past 12 months (Shareholder circulars).

This web page was last updated on 09 November 2012.