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History

20+

Years of experience

Utilising micro-engineering principles, Microsaic was the first to miniaturise mass spectrometry (MS) for point-of-need use. Our patented chip-based technology enables analytical detection and characterisation at the point-of-need, whether within a conventional laboratory setting, or within a bioprocessing facility.

Easy to use and maintain, with no prior knowledge of MS required, our technology gives users and process operators access to continuous mass spectrometer detection data at any step in their workflow.

Microsaic Systems plc was established in 2001 to develop miniaturised MS instruments based on Micro-Electro-Mechanical Systems (MEMS) technology originating at the highly regarded Optical and Semiconductor Devices Group at Imperial College London.

The Company has been based at headquarters in Woking, UK since September 2004 and was admitted to AIM, a market of the London Stock Exchange, in April 2011 (ticker: MSYS).

  • Established in 2001

  • Floated on AIM in 2011

  • Invested and experienced management team

  • Leading position in miniturised MS instruments and technologies

  • Successful product development

  • Route to market via co-development technology partnerships

  • Partnerships with leading global businesses

Investors

Aim Rule 26 Information

The information contained within the section of this website is for the purposes of AIM Rule 26:

Business Description
Utilising micro-engineering principles, Microsaic is the first to miniaturise mass spectrometry for point-of-need use. Our patented chip-based technology enables analytical detection and characterisation at the point-of-need, whether within a conventional laboratory setting, or within a bioprocessing facility.

Easy to use and maintain, with no prior knowledge of MS required, our technology gives users and process operators access to continuous mass spectrometer detection data at any step in their workflow.

The Board
If you would like Information on the Company Directors please click here

Corporate Governance
For Information on Corporate Governance please click here

UK Takeover Code Applicability
The UK City Code on Takeovers and Mergers applies to the Company.

Country of Incorporation and Operations
Country of incorporation : England, United Kingdom
Company registration number : 03568010
Main country of operation : United Kingdom

Company Documents
Articles of Association
Admission Document

Details of Restrictions on the Transfer of Securities
There are no restrictions on the transfer of ordinary shares.

Details of any other Exchanges
The securities of the Company are traded on the AIM market operated by the London Stock Exchange plc. Its shares have not been admitted, nor have any applications been made, for any of its shares to be admitted or traded on any other exchanges or trading platform.

Securities Information
AIM securities in issue as at 16 January 2024: 179,178,185
The percentage of AIM securities not in public hands at 16 January 2024 is 6.43%. The company does not hold any shares in treasury.

Significant shareholders (3% and above and Directors)

At 16 January 2024 (unless otherwise stated):

Significant Shareholder (3% and above and Directors) % Held
   
Bob Moore (Director) 5.05%
Dr Nigel Burton (Director) 1.38%

There are no restrictions on the transfer of AIM securities.

Adviser Information

For all Company Adviser Information please click here

This information was last updated on 16 January 2024

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Corporate Governance

The Board is committed to maintaining high standards of corporate governance and, with effect from 26 September 2018, the Board adopted the 2018 Code.

The 2018 Code sets out ten broad principles of corporate governance. It states what are considered to be appropriate corporate governance arrangements for growing companies and requires companies to provide an explanation about how they are meeting the principles through certain prescribed disclosures.

The Chairman leads the Board and is responsible for its overall effectiveness in directing the Company. He manages the Board agenda and ensures that all Directors receive accurate, timely and clear information and effectively contribute their various talents and experience in the development and implementation of the Company’s strategy. He ensures that the nature and extent of the significant risks which the Company is willing to embrace in the implementation of its strategy are challenged and determined by the Board. The Chairman is responsible for ensuring that the Board implements, maintains and communicates effective corporate governance processes and for promoting a culture of openness and debate designed to foster a positive governance culture throughout the Company.

The Board has considered how each principle is applied and provides below an explanation of the approach taken in relation to each principle and how they support the Company’s medium to long-term success.

The Board agenda is regularly reviewed to ensure that all matters which the Board should consider are addressed. This allows for presentations from the Management Team so that the Board benefits from their input.

The Company includes a Remuneration Committee Report and a Finance & Audit Committee Report in its Annual Report and Accounts.

Following the Board changes in September 2023, provided that the Company remains public, the Board intends to recruit a further independent Non-Executive Director and at least one executive director. The Head of Finance and Company Secretary role was contracted to Anthony Clayden of Strategic Finance Director Limited, although in November 2023 he was replaced in both roles by John Mottram.

Save in respect of Principle 5 in consideration of the independence of the Non-executive Directors, which is considered in more detail below, the Board considers that it does not depart from any of the principles of the 2018 Code.

Strategy:
Microsaic’s strategic aim is to capitalise on its strengths in point of need MS detection, and access high-growth and emerging Life Science and Environmental applications, as well as niches in traditional small molecule markets. The Company intends to achieve its strategy with a business model built on customer focus, collaborations, and technology innovation.

Business Model:
The Company has moved from revenues in 2021 derived from the sale of its MS instruments, consumables and spare parts to deliver solutions for end-users, and in 2022 now operates a revenue sharing, hardware, software and micro-engineering design services business model. Working with collaboration partners is reducing the Company’s reliance on equipment sales (which depend on lengthy sales cycles) and in 2022 Microsaic has quickly moved towards a recurring revenue-based model, which is expected to increase the proportion of revenues from AI and analytical electronic sensor-based Internet of Things. These revenue streams are in addition to premium services relating to 24/7 operation and support and data analytics, in particular Industry 4.0 smart technology for the bioprocessing industry, which are also expected to form an increasing proportion of revenues. Other equipment developed in collaboration with partners, will shift towards the integration of sensors and analysers to solve specific problems for a range of industries, which our partners already operate in.

Challenges:
Staying relevant with future customer needs
Customer needs evolve rapidly. Future product specifications will be driven by end-user requirements. This will inform Microsaic’s product strategy as its MS detectors move from the customer’s laboratory into production, and front-line operating environments. Microsaic will ensure that its strategic product development will remain focused on meeting demanding biopharmaceutical applications.

Remaining innovative in an advancing technological landscape
Microsaic has successfully developed and implemented advanced technology at the core of its design with over 80 patents to date. This has led to a solid foundation serving scientists in the laboratory in small molecule drug discovery, and increasingly in support of its endeavours in life and environmental science markets.

The Company continues to invest in product development projects which the Board believes will be attractive to the growing market for laboratory-based applications with larger biological molecules, such as peptides and small proteins.

The Company has extended its product capabilities further into Life Science applications, such as bioprocessing, potentially significantly reducing the cost of analysis and the cost of poor quality.

Strategy:

Microsaic’s strategic aim is to capitalise on its strengths in point of need detection systems, and access high-growth and emerging Life Science and Environmental applications, as well as niches in traditional small molecule markets. The Company intends to achieve its strategy with a business model built on customer focus, collaborations, and technology innovation subject to the available resources.

Business Model:

The Company’s business model is described on page 8 of the Strategic Report.

Challenges:

Staying relevant to future customer needs

Customer needs evolve rapidly. Future product specifications are driven by end-user requirements. This will inform Microsaic’s product strategy as its Mass Spectrometer detectors move from customer laboratories into production and front-line operating environments. Microsaic aims to ensure that its strategic product development remains focused on meeting demanding biopharmaceutical applications.

Remaining innovative in an advancing technological landscape

Microsaic has successfully developed and implemented advanced technology with over 80 patents to date. This has led to a solid foundation serving scientists in the laboratory in small molecule drug discovery, and increasingly in life and environmental science markets. The Company conducts periodic reviews of its patent portfolio to align it with current business strategy. After the most recent review in 2023, the active patent portfolio has reduced to 51 patents with 7 additional patents applications in the filing process.

The Company has recently made significant cost reductions and has focused product development on applications with larger biological molecules, such as peptides and small proteins.

The Company has extended its product capabilities further into Life Science applications, and will invest in these applications subject to available resources.

The Company’s aim is to maintain and enhance good relations with its shareholders. The Company’s interim and annual reports are supplemented by capital market presentations to analysts and shareholder groups. The Company is available to meet with shareholders outside these times if required. The Company keeps shareholders up to date with the latest developments through its website, social media and regulatory news service announcements on technological, commercial and financial progress.

The Executive Chairman is primarily responsible for maintaining dialogue with shareholders, supported by the Company’s brokers. The Executive Chairman meets shareholders, including following the announcement of the annual and interim results. Following these meetings, the Company receives feedback on shareholders’ views and concerns.

The AGM is the principal forum for dialogue with private shareholders, and we encourage all shareholders to attend and participate. Directors attend the AGM and are available to answer questions raised by shareholders. The Directors contact larger shareholders before AGM’s and general meetings to ensure they have submitted their proxy voting forms, and this also provides an opportunity to hear any concerns.

Where feedback is received directly from shareholders or shareholder advisory groups, for example relating to voting intentions on general meeting motions, this is brought to the attention of and discussed by the Board.

Contact Details:
tel: (0) 1883 347878

Stakeholder: Staff
Our ability to implement the long-term strategy is heavily dependent on hiring and retaining specialist technical and commercial staff.

Reason for engagement:
High quality communications with staff is a key requirement for high levels of engagement, fostering a culture of innovation.

How we engage:

  • Regular staff briefings where there is a two-way dialogue where staff are updated on the progress of the business and the longer term strategy.
  • Share options are granted to all staff, which link shareholder goals to longer term company performance.
  • The Company is mindful of the importance of work-life balance for employees and their families and within the constraints of a small organisation offers flexible working hours and home working where-ever possible.
  • Where-ever possible the Company offers training and career development opportunities which are very important in retaining staff.
  • The Company provides a supportive work environment where dialogue is open and honest and where all staff are treated equally.
  • Science is a creative discipline, and diversity of thought fundamentally underpins successful outcomes. The Company has an active Diversity and Inclusion program, initiated, promoted, and supported by the Chief Executive Officer directly.

Stakeholder: Clients
Our success and competitive advantage are dependent upon fulfilling client requirements, both in the short term (shipping product), and in the longer-term (customised R&D specific to that customer).

Reason for engagement:
Understanding current and emerging requirements of clients enables the Company to develop new and enhanced product specification and application areas.

How we engage:

  • We specifically seek customer requirements during business development meetings with new and existing clients.
  • Obtain fulfilment metrics employed by clients to measure on-going performance.
  • Provide robust and reliable products which meet our rigorous quality standards. The Company is ISO 9001 2015 compliant.
  • Ensure warranty terms on units are in line with industry standards.

This has led to an increase in new business development opportunities and collaborations, bringing to market products that customers have specifically asked for, and on-going improvements in our products and service.

Stakeholder: Suppliers
Our outsourced manufacturing partner is a key stakeholder.

Reason for engagement:
We outsource our manufacturing and assembly to a specialist high-technology manufacturing facility in the UK.

How we engage:

  • We have documented all assembly and sub-assembly processes, with a view to simplifying outsource and removing subjective communications.
  • We co-invest in supplier set-up and infrastructure.
  • We invest in regular supplier training.
  • We operate systems to ensure supplier quality, which are discussed on a regular basis.
  • We pay our suppliers in accordance with their terms.

This has resulted in a long-term relationship, founded on a large body of data, metrics and mutual trust.

Stakeholder: Shareholders
As a public company we provide transparent, easy-to-understand and balanced information to ensure support and confidence.

Reason for engagement:
Meeting regulatory requirements and understanding shareholder sentiments on the business, its prospects and performance of management.

How we engage:

  • Regulatory news releases. In accordance with the Market Abuse Regulation, where regulatory announcements include inside information this is indicated in the announcement itself.
  • Keeping the investor relations section of the website up to date.
  • Annual and half-year reports and presentations provided to analysts and key shareholders.
  • The AGM gives shareholders the ability to ask questions of the Board.
  • Social media. The Company is increasing its social media presence to better engage with shareholders and other stakeholders.
  • Capital market events.

Stakeholder: Industry bodies
The services we provide must meet certain requirements.

Reason for engagement:
The membership of certain industry groups, including certain regulatory standards (e.g. CE marking, ISO) are influential in the way the group is perceived by new and existing clients.

How we engage:

  • Ongoing product certification is central to our product development.

Stakeholder: Environment
As a company dealing with a complex range of raw and processed materials, we must ensure that our business is conducted sustainably.

Reason for engagement:
Whilst not of substantial impact compared with many other manufacturing businesses, the Company recognises its activities have an impact on the environment and acknowledges its responsibility to ensure this is minimised.

How we engage:

  • In accordance with the requirements of the Waste Electrical and Electronic Equipment Regulations (WEEE), the Company is registered with the UK Environment Agency as a Small WEEE Producer and disposes of electrical equipment waste responsibly.
  • The Company reviews the substances it uses within its design and manufacturing processes with the aim of using environmentally friendly products commensurate with producing high quality products and the RoHS directive (Restriction of the use of certain hazardous substances).
  • Where possible, products are recycled within the Company.
  • Paper, cardboard, batteries and printer cartridge recycling collection facilities are in place and are regularly used in the Company’s offices.
  • Redundant computer equipment is disposed of in accordance with good practice.

Stakeholder: Health and Safety
As a Company we believe our employees have the right to come home safe and well from their job.

Reason for engagement:
It is our mission to prevent work related accidents, ill health and keep our employees safe.

How we engage:

  • Assessing the risk to the health and safety of employees and others who may be affected and identifying what measures are needed to comply with its health and safety obligations.
  • Providing and maintaining locations, equipment, protective clothing and systems of work that are safe and without risks to health.
  • Ensuring that all necessary safety devices are installed and maintained on equipment.
  • Providing information, instruction, training and supervision in safe working methods and procedures.
  • Promoting the co-operation of employees to ensure safe and healthy conditions.
  • Establishing a safety committee, safety representatives and accident investigations where applicable.
  • Establishing emergency procedures as required.
  • Monitoring and reviewing the management of health and safety at work.

The Board aims to ensure that the Company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver the strategy.

The Directors recognise their responsibility for the Company’s systems of internal control and have established systems to ensure that an appropriate and reasonable level of oversight and control is provided. The Company’s systems of internal controls are designed to help the Company meet its business objectives by appropriately managing and wherever possible mitigating risks faced by the Company. The controls can only provide reasonable, not absolute, assurance against material misstatement or loss.

The Company’s Management Team, which reports into the Executive, meets regularly to review commercial, technical, operational, and financial risks facing the business. These risks are assessed according to their nature and magnitude based on the seriousness of the risk and the likelihood of the risk occurring. The effectiveness of the controls implemented to minimise the risks are also reviewed. The aim of these reviews is to provide reasonable assurance that material risks are identified, and appropriate action is taken at an early stage. From this review the Company maintains its internal risk register which is reviewed annually by the Board.

The annual budget is reviewed and approved by the Board. Financial results, with comparisons to budget, and latest forecasts are reported monthly to the Board together with a report on operational achievements, objectives and issues encountered. Significant variances from plan are discussed at Board meetings and actions set in place to address them.

Measures continue to be taken to review and improve internal controls and risk management procedures. The Company has a Financial Procedures Manual which includes approval levels for authorisation of expenditure, potential fraud scenarios, payment approval process, expenses guidelines etc. This is updated as necessary.

The Company’s auditors are encouraged to raise comments on internal control in their management letter following the annual audit. The points raised and actions arising are monitored through to completion by the Finance & Audit Committee.

The Board currently consists of one Executive Chairman, and one Non-Executive Director. An independent Non-Executive Director, Bob Moore, was appointed in March 2022, although following the resignation of the former Executive Chairman Mr Brandon on 25 September 2023, Mr Moore was appointed as Executive Chairman. Assuming the proposed fundraising and acquisition completes, Mr Moore will be replaced by a Non-executive Chairman and he will assume the role of Chief Executive until further notice.

Mr John Mottram replaced Mr Anthony Clayden as Head of Finance (non-board level) in November 2023. Glenn Tracey, CEO, resigned on 31 March 2022 and the then Chairman stepped into an executive role until his resignation in September 2023.

The Company held 8 Board meetings during 2022 (2021: 19).

The Company has an equal opportunity policy to recruitment at Board level and within the Company at large and seeks diversity as opportunities arise, within the framework of selecting the most suitable person, based on relevant skills, abilities, experience and location, as required for the role.

The principal role of the Chairman of the Board is to manage and provide leadership to the Board of Directors of the Company. The Chairman is accountable to the Board and acts as a direct liaison between the Board and the management of the Company. The Chairman acts as the communicator for Board decisions where appropriate.

Given the Chairman’s current capacity as an Executive Chairman, the other NED provides the appropriate level of challenge to both the Chairman and management. The recent changes resulting from the resignation of Mr Brandon will be addressed by the recruitment of further directors to achieve the appropriate Board and management structure.

The Chairman is responsible for the effective leadership, operation and governance of the Board and its Committees. He ensures that all Directors contribute effectively to the development and implementation of the Company’s strategy, while ensuring that the nature and extent of the significant risks the Company is willing to embrace in the implementation of its strategy are determined and challenged.

The Board believes that the advice, behaviour and character of its Chairman and Non-executive Directors are always in the best interests of the Company and its shareholders. In addition, the skills and business judgement which they possess and regularly exercise contributes to the efficient and effective running of the Company.

The Company appreciates that circumstances which might or might appear to affect a Director’s judgement may well include financial dependence on the Company and whether the Director is, or represents, a major shareholder. The Chairman and Non-Executive Director are financially independent of the Company as they have other sources of income, although Dr Burton became a significant shareholder during 2022 following his exercise of his warrants. Mr Brandon and Mr Moore do not represent significant shareholders; however, Mr Brandon did have a material interest in share warrants of the Company as detailed below until his resignation on 25 September 2023. Dr Burton is also a Director of DeepVerge plc and Mr Brandon was also a Director of Deepverge until December 2022, which although not a shareholder of the Company, was strategically important to the future success of Microsaic throughout 2022 and until it’s well-publicised difficulties emerged in April and June 2023. Under the QCA Guidelines the independence of Mr Brandon whilst Chairman and Dr Burton as a Non-Executive Director could be challenged under the following areas, but in all cases the Board believes that they act in an independent manner and where a conflict of interest could arise or be perceived to arise, they abstain from voting. Bob Moore was appointed as Senior Independent Non-Executive Director in March 2022, and remained in that role until his appointment to replace Mr Brandon as Executive Chairman in September 2023.

Name and position Potential issue Comments

Gerard Brandon

Chairman (until 25 September 2023)

Held a material interest of 250 million share warrants in the Company.

Former Director of DeepVerge plc

Temporary Executive Director capacity

This award was required to attract a Chairman of the appropriate calibre to the Company. The award was approved by shareholders at a General Meeting.

DeepVerge plc was strategically important to the success of the Company in 2022 and early 2023.

Elevated senior management to develop and implement strategy and consulting with the Non-Executive Directors who had oversight during the period.

Dr Nigel Burton

Non-Executive Director Significant shareholder in the Company following the exercise of warrants.

Director of DeepVerge plc The warrants were awarded to attract a Non-Executive Director of the appropriate calibre to the Company. The award was approved by shareholders at a General Meeting

DeepVerge plc was strategically important to the success of the Company in 2022 and early 2023.

The Board recognises the importance of good governance arrangements.

The Board has an established Finance & Audit Committee and Remuneration Committee. The Company believes it is currently too small to have a separate Nominations Committee, so this role is taken on by the Board of Directors as a whole.

Details and links to the terms of reference of the Finance & Audit Committee and Remuneration Committee are set out under Principle 9 on the website.

Details of Directors and their time commitment are set out under Principle 6 below. The attendance of the Directors at the regular Board and Committee Meetings during the year ended 31 December 2022 were as follows.

Name Position during 2022 Regular Board Meetings Finance & Audit Committee Remuneration Committee

Gerard Brandon1 Executive Chairman 8 (8) 1 (2) 0 (0)

Glenn Tracey3 Chief Executive Officer 3 (3) n/a n/a

Nigel Burton Non-Executive Director 8 (8) 2 (2) 0 (0)

Bob Moore2 Non-Executive Director 5 (5) 1 (2) 0 (0)

1 Resigned as a Director on 25 September 2023. Age at date of resignation.

2Appointed as a Director on 15 March 2022. Appointed as Non-Executive Chairman 25 September 2023.

3 Resigned as a Director on 31 March 2022. Age at date of resignation.

Numbers in brackets denote the total number of meetings that each Director was eligible to attend during the year.

Gerard Brandon, Executive Chairman
Term of office: Appointed a Director on 5 February 2021. Gerard is also a member of the Finance & Audit Committee and the Remuneration Committee.

Background and suitability for the role: Gerard Brandon is Chief Executive Officer of both DeepVerge plc and Cellulac plc and is Non-Executive Director of Parity Group plc. In 1996 he became founder and CEO of Alltracel Pharmaceuticals plc (“Alltracel”), where he built a team which oversaw numerous patents granted on refined cellulose. Alltracel was admitted to trading on AIM in 2001. In 2004, he was appointed as a Managing Partner for Farmabrand Private Equity. In March 2020, he was appointed as a Non-executive Chairman to Modern Water plc, which was subsequently acquired by DeepVerge plc (formerly Integumen plc) in November 2020. Gerard is a Fellow of the Ryan Academy of Entrepreneurs in Dublin.

Finance Director
Bevan Metcalf, the previous Financial Director retired on 17 December 2021. To ensure a smooth transition, the Company has appointed Mr Anthony Clayden, as Interim Head of Finance (non-board level), until a permanent successor is appointed. Details of Anthony’s experience can be found in the About Us section of the website under Management team. In addition, the Company has started a process to recruit an independent Non-executive Director.

Dr Nigel Burton, Non-executive Director
Term of office: Appointed a Director on 5 February 2021 at a General Meeting of the Company. Dr Burton is also Chairman of the Finance & Audit Committee and the Remuneration Committee.

Background and suitability for the role: Nigel spent over 14 years as an investment banker at leading City institutions including UBS Warburg and Deutsche Bank, including as the Managing Director responsible for the energy and utilities industries. Nigel also spent 15 years as Chief Financial Officer or Chief Executive Officer of a number of private and public companies.

Nigel is currently a Non-executive Director of LSE Main Market listed BlackRock Throgmorton Trust plc, AIM quoted companies eEnergy Group plc and Location Sciences Group plc.

Mr Robert (“Bob”) Moore, Non-executive Director
Term of office: Appointed a Director on 15 March 2022 by the Board of directors of the Company. Mr Moore is also a member of the Finance & Audit Committee and the Remuneration Committee.

Background and suitability for the role: Robert is a UK qualified lawyer and brings over 35 years’ commercial and legal experience to the Board. Robert has acted as Head of International Legal Affairs at Enterprise Oil plc (a UK FTSE 100 company prior to its acquisition by Shell in 2002) and as co-founder and Commercial Director of Granby Oil & Gas plc, which was listed on AIM from 2005 until its sale in 2008.

Bob is currently Non-Executive Chairman of AIM quoted Mobile Streams plc.

The Company from time to time uses external advisers.

During 2021, The Board has retained the following advisers:

  • Singer Capital Markets as Nominated Adviser and Joint Broker;
  • Turner Pope Investments as Broker;
  • Saffery Champness LLP for annual audit;
  • Freeths as solicitors for the company;
  • Neville Registrars Limited; and
  • Menzies LLP for ongoing advice on, Corporation tax, VAT and PAYE.

Board Evaluation Process

The Board believes that, in addition to dealing with any matters as they arise, it is appropriate to carry out a formal evaluation of the performance of the Board each year. This is intended to ensure that the Board remains effective, well-informed and able to make high quality and timely decisions for the benefit of all stakeholders in the Company.

The usual evaluation involves each Director completing an evaluation questionnaire which covers effectiveness from multiple angles including: Board structure and committees; Board arrangements, frequency and time; content of Board meetings; Board culture; Board evaluation and succession; and individual contributions. The completed questionnaires are anonymised and collated independently into a summary, and comments and any areas of concern are highlighted for discussion with the Board.

No formal evaluation process took place in 2022 or 2023.

Detailed below are the key considerations from the last evaluation of the Board.

Area for consideration Outcome
Board and committee structure and composition
The Board would benefit from having an NED with complementary skills, especially good contacts/knowledge of the Company’s target markets. The Board decided to consider this further with a view to looking out for a potential NED with the right complementary skills.
A more formal process could be introduced for the evaluation of risk. A more formal process for evaluating risk was not introduced. However, the Board did spend time reviewing the key risks affecting the business including going concern, the Covid-19 pandemic and Brexit.

Succession planning
As is common with many small AIM listed companies, the Company does not have internal candidates to succeed existing Executive Directors. This will be kept under review, especially when recruiting for senior roles as vacancies arise. However, the Board does not believe it is appropriate to recruit additional Directors or senior personnel solely for the purpose of board succession planning.

Training of Directors
It is recognised that there continues to be more regulation of which Directors need to be aware. The Board will continue to ensure that Directors receive appropriate support to keep up to date.

The Company is committed to achieving the highest possible ethical standards in conducting its business. The Company expects all employees and Directors to maintain the same high standards. To achieve these ends, Microsaic encourages freedom of expression and speech whilst not accepting prejudice of any kind.

Ethics is based on a set of principles and clear moral and ethical values. The Company takes its principles and values very seriously and when all else fails, expects staff at all levels to look to these principles and values for guidance.

Principles
The Board has adopted the following four principles:

  1. Management must lead by example. Good ethics should be most noticeable at the top. Every employee must be accountable to the same rules.
  2. Corporate values must be implemented throughout the Company. Every forum and medium should be used to spread the message and, most of all, the Company must practice what it preaches.
  3. Meetings with staff (both one on one and group) to discuss the values and what they mean to each employee must be undertaken when implementing a value system. This will help to get everyone in the Company on the same page and committed.
  4. The values of the Company must endure changes in leadership. The longer ethical values last, the more ingrained they will become.

Values
The Company conducts its business around 7 core values:

  1. Integrity – applying high ethical standards and being honest. The Company will conduct its business with honesty to all stakeholders and will uphold high moral principles.
  2. Mutual respect, empathy and trust in dealing with others. An environment of mutual respect, empathy and trust is necessary if a Company is to promote integrity. Trust in the workplace is critical to organisational success.
  3. Innovation – a passion to experiment and deliver new solutions. A focus on research and development is very important to the future success of the Company. The Company is looking to deliver innovative solutions and has a collaborative approach to meeting customer needs.
  4. Teamwork – drives high performance. A team approach is more efficient, faster, benefits from multi-skills especially in problem solving, increases learning opportunities and encourages a sense of belonging, which often translates to a greater sense of ownership and accountability for the work.
  5. Quality – we take pride in everything we do. The Company is strongly focused on quality from the products it produces to the processes it operates. The Company is ISO9001-2015 compliant. Focusing on the quality of our people, products and services will ultimately create a quality image for the Company.
  6. Customer focus – go the extra mile for our customers. The Company assigns highest priority to customer satisfaction. We listen to our customers’ needs and create solutions for unmet customer needs.
  7. Shareholder value– striving to deliver value to shareholders. The key objective of the Company is achieving sustainable profitability. Every employee should understand how he or she fits into the profitability picture. Everyone’s common goal should be to build a strong, profitable Company that will endure and provide reasonable returns to shareholders.

In 2021 the Board of Directors held 19 meetings. The agenda for Board meetings is prepared by the Executive Directors and agreed with the Chairman. Bevan Metcalf, the previous Financial Director retired on 17 December 2021. To ensure a smooth transition, the Company has appointed Mr Anthony Clayden, as Interim Head of Finance (non-board level), until a permanent successor is appointed. Details of Anthony’s experience can be found in the About Us section of the website under Management team.

The Company recruited an independent Non-executive Director, Robert Moore, who joined the Board on 15 March 2022

The Executive Directors prepare regular reports for each Board Meeting, typically this includes a: Chief Executive Officers Report, Health and Safety Report, Finance Report and other papers to support matters for consideration e.g. budget papers etc., which allow the Board to assess the Company’s activities and review its performance. The reports are submitted at least seven working days before the meeting. Non-executive Directors are able to have discussions with other employees where they feel it is appropriate. Non-executive Directors also have the authority (following discussions with the Executive Chairman) to seek external independent advice as they think fit at the expense of the Company.

The attendance of the Directors at the regular Board Meetings and Committee Meetings during the year ended 31 December 2021 were as follows:

Name Position Regular Board Meetings Finance & Audit Committee Remuneration Committee
Peter Grant* Non-executive Chairman 5 (5)
Gerard Brandon*** Non-executive Chairman 11 (13) 2 (2) 1 (1)
Glenn Tracey Chief Executive Officer 19 (19) n/a n/a
Bevan Metcalf** Finance Director 19 (19) n/a n/a
Eric Yeatman* Non-executive Director 5 (5)
Nigel Burton*** Non-executive Director 11 (13) 2 (2) 1 (1)

*Resigned – 25 September 2023 **Retired 17 December 2021 ***Appointed 5 February 2021

Numbers in brackets denote the total number of meetings that each Director was eligible to attend during the year.

Conflict of Interest
The Directors must keep the Board advised of any interest that could potentially conflict with those of the Company. At any time when a Director believes that there may be a conflict, this should be disclosed to the Executive Chairman and Chief Executive Officer without delay and at the start of the next Board meeting to the Board as a whole. Where a material conflict exists, the Director concerned must not participate in discussions or vote on that subject matter.

Finance & Audit Committee
The remit of the Finance & Audit Committee is documented in its terms of reference which have been adopted by the Board of Directors.

The purpose of the Committee is to assist the Board in the effective discharge of its responsibilities for corporate governance, financial reporting, corporate control and risk management. The Committee normally meets at least twice a year and, amongst other things, reviews the annual report and accounts with the external auditors and interim statements.

The Committee also approves external auditors’ fees and ensures auditors’ independence as well as focusing on compliance with legal requirements and accounting standards. The ultimate responsibility for reviewing and approving the annual financial statements and interim financial statements remains with the Board.

The members of the Finance & Audit Committee are Dr Burton and Mr Moore. Dr Burton is the Chair of the Committee. The external auditors, Chief Executive Officer, Finance Director and other executives may be invited to attend Committee meetings at the discretion of the Committee.

The terms of reference can be found here.

Remuneration Committee
The remit of the Remuneration Committee is documented in its terms of reference which have been adopted by the Board of Directors.

The Remuneration Committee meets as required and at least twice a year. Its responsibilities include reviewing the performance of the Executive Directors, setting their remuneration levels, determining the payment of bonuses (if applicable) and other benefits and considering the grant of options under the Company share option schemes.

The members of the Remuneration Committee are Dr Burton (Chair) and Mr Moore.

The terms of reference can be found here.

Nomination Committee
At this stage, it is not considered appropriate for the Company to have a formally constituted Nominations Committee, however, this will be kept under review. Board appointments are considered by the Board as a whole.

Matters Reserved for the Board
The matters reserved for the Board are detailed below:

Responsibilities of the Board
The Board has approved the following list of areas and matters for which it has reserved responsibility (together with its committees).

Management structure and appointments

  • Senior management responsibilities
  • Board and other senior management appointments or removals
  • Board senior management succession, training, development and appraisal
  • Appointment or removal of Company Secretary
  • Appointment or removal of internal auditor
  • Remuneration, contracts, grants of options and incentive arrangements for senior management
  • Delegation of the Board’s powers
  • Agreeing membership terms of reference of Board committees and task forces
  • Establishment of managerial authority limits for smaller transactions
  • Matters referred to the Board by the Board committees.

Strategic / Policy considerations

  • Business strategy
  • Diversification/retrenchment policy
  • Specific risk management policies including insurance, hedging, borrowing limits, treasury policy and corporate security
  • Agreement of codes and ethics and business practices
  • Receipt and Review of regular reports on internal controls
  • Annual assessment of significant risks and effectiveness of internal controls
  • Calling of shareholders’ meetings
  • Avoidance of wrongful or fraudulent trading

Transactions

  • Acquisitions and disposals of subsidiaries or other assets over £25,000
  • Investment and other capital projects over £25,000
  • Substantial commitments including:
  • Pension funding
  • Contracts in excess of one year’s duration
  • Giving security over significant group assets (including mortgages and charges over the groups’ property)
  • Contracts not in the ordinary course of business
  • Actions or transactions where there may be doubt over propriety
  • Approval of certain announcements, prospectuses, circulars and similar documents
  • Disclosure of Directors’ interests
  • Transactions with Directors or other related parties.

Finance

  • Raising new capital and confirmation of major financing facilities
  • Treasury policies including foreign currency and interest exposure
  • Discussion of any proposed qualification to the accounts
  • Final approval or annual and interim reports and accounts and accounting policies
  • Appointment/proposal of auditors
  • Charitable and political donations
  • Approval and recommendations of dividends (currently not applicable)
  • Approval of budgets for the year and periodic review during the year.

Internal controls
The Board is ultimately responsible for the Company’s system of internal control and for reviewing its effectiveness. This includes financial, operational and compliance controls and risk-management systems. Internal control systems are designed to meet the Company’s particular needs and the risks to which it is exposed. The internal control systems are designed to minimise rather than eliminate the risk of failure to achieve business objectives and by their nature can only provide reasonable and not absolute assurance against misstatement and loss.

General

  • Governance of Company Pension Scheme
  • Allotment, calls or forfeiture of shares
  • Approval of Health and Safety policy
  • Anti-Bribery policy.

Remuneration Committee Report
This report is included in the Annual Report which can be found under Documents in the Investors section of the website.

Finance & Audit Committee Report 
This Report is included in the Annual Report.

Disclose voting at the AGM
The AGM was held on 30 June 2022. Under normal circumstances the Board values the opportunity to meet shareholders. However, due to the Covid-19 pandemic the AGM was limited to addressing the formal matters of the resolutions and was followed with a live online presentation by the Executive Chairman via the Investor Meet Company platform.  The chairman of the meeting (Gerard Brandon, Executive Chairman) and another director Nigel Burton, Non-Executive Director (both entitled to vote and/or holding proxy voting authority) attended the meeting.

All five ordinary resolutions were passed on a poll at the 2022 AGM. The special resolution relating to the disapplication of pre-emption rights did not achieve the required 75% of votes cast and therefore was not passed.

The voting results are as follows:

FOR AGAINST WITHHELD
Votes Votes Votes
Ordinary Resolution 1 1,409,104,940 750,400,000 1,500,000
Ordinary Resolution 2 2,160,317,223 687,717
Ordinary Resolution 3 2,155,628,440 3,872,429 1,504,071
Ordinary Resolution 4 1,408,728,440 752,272,429 4,071
Ordinary Resolution 5 2,147,186,596 7,712,432 6,105,912
Ordinary Resolution 6 1,369,477,509 785,421,519 6,105,912

Maximum voes which may be cast: 6,361,365,146

Interim Results and Annual Reports
These can be found on the Company’s website going back to 2010.

www.microsaic.com/investors/documents
Other Governance Related Material
Other materials such as AGM Notices, our 2011 Admission Document and Circulars when raising funds can also be found at:

www.microsaic.com/investors/documents

Investors

Documents

Admission Document

By downloading this document, you agree that this document does not constitute an offer to buy or to subscribe for, or the solicitation of an offer to buy or subscribe for, Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. The Ordinary Shares have not been, and will not be, registered in the United States of America under the United States Securities Act of 1933 (as amended) (the “Securities Act”) or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, the Republic of South Africa, or Japan and, may not be offered or sold in the United States of America, Canada, Australia, the Republic of South Africa, or Japan or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, the Republic of South Africa, or Japan. Neither this document nor any copy of it may be sent to or taken into the United States, Canada, Australia, the Republic of South Africa, or Japan, nor may it be distributed to any US person (within the meaning of Regulation S under the Securities Act). In addition, the securities to which this document relates must not be marketed into any jurisdiction where to do so would be unlawful. Download PDF

Interim Results 2023 – Download PDF

Annual report 2022 – Download PDF

Publication of Circular and Notice of General Meeting – December 2023 – Download PDF

Interim Results 2022 – Download PDF
Year End Presentation 2021 – Download PDF
Notice of AGM 2022 – Download PDF
Annual Report 2021 – Download PDF
Interim Results 2021 – Download PDF
Interim Results Presentation 2021 – Download PDF
AGM 2021 – Resolution 7 – Proposed Articles of Association – Download PDF
Notice of AGM 2021 – Download PDF
Electronic Communications – May 2021 – Download PDF
Results Presentation 2020 – Download PDF
Annual Report 2020 – Download PDF
Circular and Notice of General Meeting – January 2021 – Download PDF
Interim Results 2020 – Download PDF
AGM 2020 Q&A – Download PDF
Notice of AGM 2020 – Download PDF
Results Presentation 2019 – Download PDF
Annual Report 2019 – Download PDF
Interim Presentation 2019 – Download PDF
Interim Results 2019 – Download PDF
Annual Report 2018 – Download PDF
Results Investor Presentation 2018 – Download PDF
Interim Presentation 2018 – Download PDF
Interim Results 2018 – Download PDF
Circular and Notice of General Meeting – June 2018 – Download PDF
Notice of AGM 2018 – Download PDF
Annual Report 2017 – Download PDF
Year End Presentation 2017 – Download PDF
Notice of AGM 2017 – Download PDF
Interim Results 2017 – Download PDF
Annual Report 2016 – Download PDF
Notice of AGM 2016 – Download PDF
Circular of General Meeting – August 2016 – Download PDF
Interim Results 2016 – Download PDF
Annual Report 2015 – Download PDF
Notice of AGM 2015 – Download PDF
Proxy card for AGM 2015 – Download PDF
Interim Results 2015 – Download PDF
Annual Report 2014 – Download PDF
Interim Results 2014 – Download PDF
Annual Report 2013 – Download PDF
Interim Results 2013 – Download PDF
Annual Report 2012 – Download PDF
Interim Results 2012 – Download PDF
Annual Report 2011 – Download PDF
Interim Results 2011 – Download PDF
Annual Report 2010 – Download PDF

Investors

Advisers and Registrar

Registered address:
Microsaic Systems plc
1-7 Park Road
Caterham
Surrey
CR3 5TB

Telephone:
+44 (0)1883 347878

Website: www.microsaic.com

Company Secretary:John Mottram

Nominated Adviser & Joint Broker:
Singer Capital Markets
One Bartholomew Lane
London
EC2N 2AX

Joint Broker
Turner Pope Investment (TPI) Limited
8 Frederick’s Pl
London
EC2R 8AB

Solicitors:
Freeths
1 Vine Street

London

W1J 0AH

Registered Auditors:
Saffery Champness LLP
71 Queen Victoria Street
London
EC4V 4BE

Bank:
HSBC Bank plc
95 Gloucester Road
South Kensington
London
SW7 4SX

Registrars:
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD

Investors

Board of Directors

Dr. Nigel Burton Non-Executive Director

Nigel spent over 14 years as an investment banker at leading City institutions including UBS Warburg and Deutsche Bank, including as the Managing Director responsible for the energy and utilities industries. Nigel spent 15 years as Chief Financial Officer or Chief Executive Officer of a number of private and public companies. Nigel is currently a Non-executive Director of LSE Main Market listed BlackRock Throgmorton Investment Trust plc, and of the AIM quoted companies eEnergy Group plc and Location Sciences Group plc.

Robert Moore Executive Chairman & Acting CEO

Robert is Non-executive Chairman of AIM quoted Mobile Streams plc. He has acted as Head of International Legal Affairs at Enterprise Oil plc (a UK FTSE 100 company prior to its acquisition by Shell in 2002) and as co-founder and Commercial Director of Granby Oil & Gas plc, which was listed on AIM from 2005 until its sale in 2008. Robert subsequently co-founded a specialist private pipeline installation company operating in the Middle East, and is Managing Director of, private energy exploration Ardent Oil group of companies based in Luxembourg and UK. He is also a co-founder of a component manufacturer start-up company Digital Metals Ltd. Robert is a UK qualified barrister and brings to the board over 35 years’ commercial, legal and entrepreneurial experience at an international level.

Investors

Regulatory News