TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi 1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ii Escape Hunt plc 2 Reason for the notification (please tick the appropriate box or boxes): An acquisition or disposal of voting rights ü An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments An event changing the breakdown of voting rights Other (please specify): 3. Full name of person(s) subject to the notification obligation: iii Octopus Investments Nominees Limited 4. Full name of shareholder(s) (if different from 3.):iv n/a 5. Date of the transaction and date on which the threshold is crossed or reached: v 03/05/2017 6. Date on which issuer notified: 03/05/2017 7. Threshold(s) that is/are crossed or reached: vi, vii 6% 8. Notified details: n/a A: Voting rights attached to shares viii, ix Class/type of shares if possible using the ISIN CODE Situation previous to the triggering transaction Resulting situation after the...
ABOUT ESCAPE HUNT PLC
Escape Hunt is a global provider of live ‘escape the room’ experiences. The first Escape Hunt branch was opened in 2013 in Bangkok, Thailand. Since then, the business has grown quickly, and now has a franchised global network of branches in 19 countries (as at 31 December 2016).
An escape room is a physical adventure game in which players are locked in a themed room and have to find clues and solve puzzles in order to escape against a countdown clock. Escape Hunt’s games typically require players to solve a crime story or mystery, which has been tailored to the location of the branch, within 60 minutes.
COUNTRY OF INCORPORATION AND MAIN COUNTRY OF OPERATION
Country of Incorporation: England & Wales
Company Registration Number: 10184316
Main Country of Operation: Great Britain
BOARD OF DIRECTORS
Names and biographies of the Company’s directors can be found here.
CORPORATE GOVERNANCE AND INTERNAL CONTROLS
The UK Corporate Governance Code published by the Financial Reporting Council does not apply to AIM companies. However, the Directors and Proposed Directors recognise the importance of good corporate governance and will comply with the provisions of the Corporate Governance Code for Small and Mid-size Quoted Companies (“Governance Code”), published from time to time by the Quoted Companies Alliance, to the extent that they believe it is appropriate in the light of the size, stage of development and resources of the Company.
With effect from Admission, the Board has established a remuneration committee, an audit committee and a nomination committee with formally delegated duties and responsibilities, as described below.
The Remuneration Committee comprises two non-executive directors of the Company. The members of the Committee are:
A majority of Remuneration Committee members are independent.
The Committee will meet at least twice per year and agrees further meetings at its discretion. The Chairman of the Committee has the power to call a meeting.
The Chairman of the Committee is appointed by the Board on the recommendation of the nomination committee. The quorum for the Committee is two and in the absence of the Chairperson, the other members present shall choose one of them to chair the meeting.
The duties of the Committee are to:
The Committee is authorised by the Board to:
The Audit Committee will review each year the arrangements for safeguarding auditor objectivity and independence.
The members of the Audit Committee are:
The Audit Committee will review the scope, results and cost-effectiveness of internal and external audit, and has delegated power from the Board to exercise the power from Shareholders to agree fees for external auditors. The Audit Committee is responsible for satisfying itself on the independence of internal auditors and on the independence and objectivity of external auditors. The Committee reviews the operation of internal controls and, from the coming year, will report to the Board on the annual review of the internal control and risk management.
The Nomination Committee comprises the following members:
Each of the Nomination Committee members are independent Non‑executive Directors.
The function of the Nomination Committee is to provide a formal, rigorous and transparent procedure for the appointment of new directors to the Board. In carrying out its duties, the Nomination Committee is primarily responsible for:
The Company has adopted a share dealing code for directors and applicable employees and the Company will take all reasonable steps to ensure compliance by its directors and applicable employees with the provisions of MAR and of the AIM Rules for Companies relating to dealing in securities.
DETAILS OF ANY OTHER EXCHANGES OR TRADING PLATFORMS
The Company is a public company incorporated in the United Kingdom and its Ordinary Shares will be admitted to trading on AIM. Accordingly, the UK City Code on Takeovers and Mergers applies to the Company. The Company is not listed on any other exchange or trading platforms.
NUMBER OF SECURITIES IN ISSUE
There are 20,259,258 ordinary shares in issue. No shares are held as treasury shares. Please click here for the percentage of securities that is not in public hands together with the identity and percentage holdings of significant shareholders.
DETAILS OF ANY RESTRICTIONS ON THE TRANSFER OF SECURITIES
There are no restrictions on the transfer of AIM securities.
Please click here for details of all notifications made in the past twelve months.
Nominated Advisor and Broker: Peel Hunt LLP, 120 London Wall, London EC2Y 5ET
Auditors: KPMG LLP, 15 Canada Square, London E14 5GL
Legal Advisors: Eversheds LLP, 115 Colmore Row, Birmingham B3 3AL
Registrars: Equiniti Limited, Broadgate Tower, 20 Primrose Street, London EC2A 2EW
The Company’s Admission document and any circulars or similar publications sent to shareholders within the past 12 months can be found here.
Escape Hunt plc
c/o Atticus Legal LLP, Castlefield House, Liverpool Road, Manchester M3 4SB
George Sellar, Peel Hunt LLP – 0207 418 8900
Will Smith, Tulchan Communications – 07872 350 428