At a glance

Science Group plc is an international consulting services group supporting the entire product innovation lifecycle. The Group enables our clients to deliver on their investments in R&D. Our services include: applied science, product development, advisory and regulatory. These are combined with vertical market expertise in Medical, Food & Beverage, Industrial, Chemical, Energy and Consumer sectors. With offices throughout Europe and North America and staff fluent in over 30 languages Science Group supports a global client base in over 100 countries.

Science Group employees over 400 staff worldwide, the vast majority of which are highly qualified scientists, engineers or regulatory specialists. The Group owns two large UK-based R&D centres with leading edge facilities including a wide range of laboratories and operates under well-established brands including Leatherhead Food Research, Sagentia, Oakland Innovation, OTM Consulting and TSG Consulting.

Offer for Frontier Smart Technologies Group Limited (Frontier)

On 1st July Science Group announced its intention to make an offer of 35 pence per share for the entire issued and to be issued ordinary share capital of Frontier. Frontier shareholders may access Offer documentation here.

Documentation

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Download Frontier Offer documentation

Form of Acceptancearrow pointing right

Download Frontier Form of Acceptance documentation

Key investor information

Country and incorporation

Science Group plc is incorporated in the United Kingdom, with registered number 06536543. The main countries of operation are the UK and USA.

Other exchanges or trading platforms

The company is not listed on any other exchanges or trading platforms.

Restrictions on the transfer of securities

There are no restrictions on the transfer of securities.

UK city code on takeovers and mergers

Science Group plc is subject to UK City code on takeovers and mergers.

AIM rule 26

The information on this website is disclosed in accordance with AIM rule 26.

Securities in issue

The following information is correct as of 10 May 2019.

The company's issued share capital comprises 42,062,035 ordinary shares, each with a nominal value of £0.01.  Each share has equal voting rights.  There are 39,994,227 ordinary shares in issue excluding treasury shares.  The company holds 2,067,808 shares in treasury.

So far as the company is aware, 65.13% of the issued share capital is not held in public hands.  This includes the treasury shares held by the company.

The company has been notified of the following significant shareholders.  Significant shareholders are those holding 3% or more of the shares in issue excluding treasury shares.

NameNumber of shares%ISC excluding treasury shares
Martyn Ratcliffe13,412,906 33.5%
Canaccord Genuity Group Inc6,820,03217.1%
Ruffer LLP4,564,51211.4%
Otus Capital Management2,467,3466.2%
Miton Asset Management Limited1,475,0003.7%
Charles Stanley and Co1,378,5203.5%

The Board reviews potential share buybacks on a regular basis. The Company does not normally announce when it will be, or will not be, undertaking buybacks. In addition, Investors should be aware that, from time to time, the Company will be in a close period as required by the AIM Rules and other regulatory bodies, during which periods buybacks are not permitted. Close periods are not announced by the Company but will include a period (minimum 30 days) prior to Interim and Preliminary Results announcements.

Corporate calendar

Announcement of preliminary full year results5 March 2019
AGM24 April 2019
Announcement of half year results

Board of directors

Martyn Ratcliffe

 Chairman

Martyn Ratcliffe was appointed Chairman on 15 April 2010 following his investment in Sagentia Group, now Science Group. He was Chairman of Microgen plc from 1998 to 2016 and Chairman of RM plc from 2011 to 2013. He was previously Senior Vice President of Dell Computer Corporation, responsible for EMEA. He has a degree in Physics from the University of Bath and an MBA from City University, London.

Rebecca Archer

Finance Director

Rebecca Archer was appointed to the Board on 27 January 2014. Mrs Archer is a Chartered Accountant and has a degree in Physics from the University of Oxford. She qualified at Deloitte where she spent six years including three years in New Zealand, and joined Science Group from RM plc where she was Business Finance Partner for the Managed Services Business.

Daniel Edwards

Group Managing Director

Dan Edwards was appointed to the Board on 24 April 2019.  Mr Edwards joined the Company in 2004 and has held a number of roles within the Group including four years in the USA before being appointed Managing Director in 2012.  He has an Engineering degree from the University of Cambridge and an MBA from Harvard Business School. He started his career at Rolls-Royce plc.

Michael Lacey-Solymar

Senior Independent Director

Michael was appointed a Non-executive Director on 11 October 2012 and is the Company’s Senior Independent Non-executive Director. Michael has over 25 years corporate finance experience, having spent 18 years at UBS and 7 years at Investec. He is currently a partner at Opus Corporate Finance LLP. He has a degree in Modern Languages from the University of Oxford.

David Courtley

Non-executive Director

David Courtley was appointed a Non-Executive Director on 15 April 2010. He is also Chief Executive of Mozaic Services and Non-Executive Director of Parity plc. He was previously Chief Executive of Phoenix IT Group plc, Chief Executive of Fujitsu Services Europe and MD of EDS UK. He has a degree in Mathematics from Imperial College, London.

Company advisers

Nominated adviser

Panmure Gordon (UK) Limited

1 New Change

London EC4M 9AF

Registrars

Equiniti Limited

Aspect House

Spencer Road, Lancing

West Sussex

BN99 6DA

Auditors

KPMG LLP

Botanic House

100 Hills Road

Cambridge

CB2 1AR

Corporate governance

The Board is committed to sound corporate governance and has adopted the Financial Reporting Council’s UK Corporate Governance Code July 2018 (“Code”). The Directors recognise the value of the Code and will take necessary measures to ensure that the Company complies taking into account the Company’s size and the nature of its business. This report sets out in broad terms how we comply at this point in time and where we are not compliant, sets out the reasoning.

Read our full statement of compliance here.

Constitutional documents

AIM Admission Prospectus

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Articles of Association

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Placing Announcement

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Committee Terms of Reference

Nomination Committee

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Audit Committee

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Remuneration Committee

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AGM Results

AGM Results 2019

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Modern Slavery Statements

Modern Slavery Statement FY18

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Modern Slavery Statement FY17

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Modern Slavery Statement FY16

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