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Company Description

Acta S.p.A. is a developer and manufacturer of a range of clean energy products.  Its product line includes market-leading compact hydrogen generators (electrolysers) which produce pure, dry and compressed hydrogen in a way that is easy-to-use and completely safe, and the Company is committed to integrating its award-winning electrolysers with renewable energy sources.

Acta’s cost-competitive electrolysers are based on its proprietary, inexpensive environmental catalyst and hydrogen conversion technologies.  These products help overcome the barriers to the adoption of fuel cells, most notably the lack of a local hydrogen infrastructure.

Acta’s low-cost hydrogen generators represent a unique breakthrough in electrolyser technology.  They can operate using mains power or intermittent renewable energy, and produce clean, dry hydrogen already at pressure for use in fuel cell and other applications.  This unique combination of features avoids the system complexity and energy cost of further cleaning, drying and compression of the hydrogen, resulting in a simple, compact, low-cost and highly efficient system that is ideally suited for energy conversion and storage applications.  In such applications, which include battery replacement and renewable energy storage, low cost and high efficiency are critical to commercial viability, while hydrogen compression is essential for the energy density of the system. No other water electrolyser currently on the market offers this combination of benefits.

Acta is focusing on delivering its products to markets with high volume demand for high-value environmental solutions (transport, back-up power, energy and leisure).  It is accelerating the commercialisation of its products via partnerships with original equipment manufacturers (OEMs), distributors, and agents in these sectors, and intends to drive down production costs at high volume via contract manufacturing.

Acta S.p.A. is based near Pisa, Italy, and was admitted to trading on AIM in October 2005.

Committees and Directors’ Responsibilities

Board Structure
The Group is headed by an effective and objective Board which is collectively responsible for setting the strategic aims. The Board has put in place a framework of prudent and effective controls which enables strategy, budget and risks to be assessed and managed. All major decisions concerning the management of risk, the recruitment of key staff, investor communications, strategic investments and the entering into contracts are approved by the Board in advance. At 31 December 2013 the Board was formed by two Executive and three Non-Executive Directors.

The Board considers all the Non-Executive Directors to be independent in accordance with the requirements of the Code. All Committees, as well as Director’s individually, have the authority to access independent professional advice at the Group’s expense. The appointment of each member of the Board, for a period of three years expiring at the shareholders’ approval of the 2015 financial statements, was approved at the Annual General Meeting held on 3 July 2013.
The Board meets on a regular basis, usually monthly, or otherwise as may be required to ensure the satisfactory execution of its duties.

Nomination Committee
The Nomination Committee consists of the Chairman Robert Drummond and the Chief Executive Paolo Bert. The committee has clear terms of reference and has been made responsible for all Board appointments. All Directors are subject to re-election every three years, at the expiry of the Board itself. Italian law also requires that the shareholders approve executive appointments in advance and approve all non-executive appointments at the next general meeting.

Remuneration Committee
The Remuneration Committee’s role is to give opinions on the senior executive remuneration including bonus and share option policies and levels of remuneration for the Company’s senior management. Directors’ remuneration is set at the level required to attract and retain the Directors needed to run the Group successfully, this level being set after consultation with independent executive search firms and by reference to comparable companies. The Remuneration Committee is chaired by the director Mr. Rodney Westhead and consists of Mr. Rodney Westhead, the Chairman of the Board Robert Drummond and the Chief Executive Paolo Bert.

 

Audit Committee
The Audit Committee is chaired by Mr. Aldo Filippini, a professional accountant (Dottore Commercialista), and includes the Chairman of the Board Robert Drummond and Mr. Rodney Westhead, both qualified accountants.
The Audit Committee members have all been reviewed to ensure their independence. Italian law requires that the Chairman of the Audit Committee is a qualified Italian accountant. The Committee’s terms of reference include review of interim and annual financial statements, accounting policies and internal management and financial controls, where these activities are not covered by the meetings of the Board.
The Audit Committee also considers the appointment and fees of the external auditors, with whom it meets at least once a year, and discusses the audit scope as well as the findings arising from audits.

Internal Audit
The Group currently does not have an internal audit function. The Directors believe that this would not be appropriate given its size and its current activities.

Board Performance
In 2013 the Board maintained an informal process for the evaluation of its own performance during the year. The Board believes that this evaluation process is commensurate with the current size and activities of the Group.

Communication with Shareholders
The Board takes the opportunity afforded by the Annual General Meeting and meetings with institutional investors to ensure that the Group’s objectives are widely communicated and understood. All preliminary, final and interim results presentations to investors and industry analysts, together with major press releases, are published on the Group’s website. Financial reporting is presented in such a way as to provide a balanced and understandable assessment of the Group’s position and prospects.

Internal Control
The Board is responsible for the Group’s system of internal control and for regularly reviewing its effectiveness. The Board has reviewed the effectiveness of the systems of internal control for the accounting year and the period to the date of approval of the financial statements. This review covered all material controls, including financial, operational and compliance controls and the risk management systems and is in compliance with Turnbull guidance to the extent reasonably possible in a small company. It should be understood that such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and provides reasonable rather than absolute assurance against material misstatement or loss.

Corporate Directory

Registered Office
Acta S.p.A.
Via di Lavoria, 56/G
56040 Crespina
Pisa – Italy
Registration Number (P.I. and C.F.):  04462180961

Acta S.p.A. is incorporated in Italy and is subject to Italian corporate law and regulation.  As such the rights of shareholders may be different to the rights of shareholders in a UK incorporated company.

Nominated Adviser

Altium Capital Limited
30 St James’s Square
London
SW1Y 4AL

Nominated Broker

Cantor Fitzgerald Europe
One Churchill Place
Canary Wharf
London
E14 5RB

PR Advisers

Walbrook PR Ltd
4 Lombard Street
London
EC3V 1AR

 

UK Corporate Legal Adviser

Jones Day
21 Tudor Street
London
EC4Y ODJ

 

Auditors

PKF Italia S.p.A.
Via Delle Mantellate, 9
50129 Firenze – Italy

AIM Securities

Share Capital
Issued share capital of the Company:  170,431,939 ordinary shares of €0.006 each.
Shares which are considered not in public hands under the AIM rules: 18,103,651 (10.6%).
There are no restrictions on the transfer of Acta’s AIM securities.
Acta does not hold treasury shares.

There are no other exchanges or trading platforms on which Acta has applied or agreed to have any of its securities (including its AIM securities) admitted or traded.

Substantial shareholdings
At 8 May 2014 the Directors have been notified of the following shareholders of 3% or more of the 170,431,939 ordinary shares of the Company:

 

Number of Percentage
Ordinary of issued
Shares Ordinary shares
———————— ————————
Bertam Srl 16,730,000   9.82%
Legal & General Group Plc. 21,000,000 12.32%
Cheviot Asset Management Ltd 13,872,858   8.14%
JM Finn & Co   8,443,100   4.95%
Joseph Henry and Family   7,674,286   4.50%
Heliocentris Energy Solutions AG   5,200,000   3.05%