Company Information

Overview of strategy and business model

Software Circle is a serial acquirer of great vertical market software businesses. We help founders find the right exit strategy, without fuss. Continuing operations in an independent, decentralised way. Providing a permanent home for their teams, management talent and culture.

The group has made several acquisitions and is currently seeking software businesses to add to the group.

More detailed strategic updates can be found in our most recent reports.

Principles of corporate governance

The Company’s Board of Directors appreciates the value of good corporate governance not only in the areas of accountability and risk management but also as a positive contribution to business prosperity. It believes that corporate governance involves more than a simple ‘box ticking’ approach to establish whether a company has met the requirements of a number of specific rules and regulations. The key objective is to enhance and protect shareholder value. Details of the Company’s Corporate governance arrangements can be found here.

Board structure

The Board comprises Chairman M S Riechert (Non-Executive Director), S G Barrell (Non-Executive Director), B L Ormsby (Non-Executive Director), M K Maurer (Non-Executive Director), G G Cockerill (Chief Executive Officer), I S Brown (Chief Financial Officer) and R A Lightfoot (Director and Company Secretary). Director biographies are set out here.

Board committees

The following Committees, which have written terms of reference, deal with specific aspects of the Group’s affairs:

Remuneration Committee – comprises M S Riechert (Chairman), S G Barrell (Non-Executive Director), B L Ormsby (Non-Executive Director) and M K Maurer (Non-Executive Director), Audit Committee – comprises S G Barrell (Chairman), M S Riechert (Non-Executive Director), B L Ormsby (Non-Executive Director), M K Maurer (Non-Executive Director).

Company and company advisors, incorporation and operation

1. Software Circle plc incorporated in England & Wales Reg. No.3983312.
2. Principle countries of operation are currently UK, Ireland and the Netherlands.
3. Company Number: 03983312 (England and Wales)

Registered Office: c/o Gateley Legal, Ship Canal House, 78 King Street, Manchester M2 4WU

Company Secretary
Richard A. Lightfoot, BSc (Hons)
richard.lightfoot@softwarecircle.com

Nominated advisers and other key advisers to the company

Financial adviser, nominated adviser & broker

Allenby Capital Limited
5 St Helen’s Place
London
EC3A 6AB

Solicitors

Gateley LLP
Ship Canal House
98 King Street
M2 4WU

Auditors

RSM UK Audit LLP
Ninth Floor, Landmark,
St Peter’s Square, 1 Oxford Road
Manchester
M1 4PB

Registrars & receiving agents

Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL

Bankers to the group

Yorkshire Bank (a division of Clydesdale Bank plc)
48-50 Market Street
Manchester
M1 1PW

Constitutional documents of the company

Memorandum of Association
Articles of Association

Trading platforms

• The Company’s equity securities are only traded on AIM.
• The Company’s bond securities are traded on the Frankfurt Stock Exchange.
• Software Circle is subject to the UK City Code on Takeovers and Mergers.
• There are no restrictions on the transfer of the Company’s AIM Securities.

AIM securities

AIM Securities in issue as at 1st November 2023, totalled 390,083,306 (No shares are held in treasury).

Of these securities 67.88% are not held in public hands.

Major interest in shares

At 12th November 2024, the following shareholders held interests in excess of 3% of ordinary share capital.

Directors’ interests

At 12th November 2024, the Directors had the following beneficial interests in the Company’s shares:

Shareholder queries

Shareholders may contact Link Group through their help line service on +44 (0)371 664 0300 lines are open 8.30am-5.30pm Monday to Friday. Please note calls cost 12p a minute plus network extras.

AIM Rule 26 The information disclosed on the Company’s website under Investor Relations satisfies the requirements of AIM Rule 26 and was last updated on 12th November 2024.