Information on this website is disclosed for the purposes of AIM Rule 26 and was last updated on 03/04/2019

Aim Rule 26

AIM Rule 26 sets out specific information that an AIM company must make available free of charge on its website. This information is contained in various sections within this website. To facilitate the demonstration of compliance this page sets out the specific requirements of AIM Rule 26 and the related disclosure or provides a link to the relevant section of this website if this information has been disclosed elsewhere. Information on this website was last updated on 03/04/2019

Announcements & Circulars Seen here

Our Ecosystem

Business description

Online Blockchain Plc (www.onlineblockchain.io) is the UK's leading blockchain research and development incubator. As custodians of innovation in the space, Online Blockchain strives to foster revolutionary ideas and technologies in the emerging cryptocurrency and blockchain industry. Online Blockchain Plc operate mainly out of the UK. Online strives to incubate and foster exciting decentralised projects such as cryptocurrencies and blockchain technology. With our industry partners, we hope to make a positive impact as custodians of benevolent projects. PlusOne coin is our first step towards the future. A media coin that plugs into the heart of an online community. PlusOneCoin offers an online community the ability to reward members and promote information within the community. Allowing the media operator and their ecosystem to benefit financially. For further information about PlusOne Coin please visit PlusOne Coin page Online Blockchain Plc works with and owns a 17.98% stake of ADVFN Plc. ADVFN is listed on the London Stock Exchange (LSE), and was founded in 1999 by Clem Chambers and Michael Hodges.

Country of incorporation and main country of operation

Online Blockchain plc is incorporated in England and Wales with company number 03203042 and registered office address: Suite 27 Essex Technology Centre, The Gables Fyfield Road, Ongar, Essex, CM5 0GA. Its main country of operation is the UK

Nominated advisor

Beaumont Cornish Limited

10th Floor

30 Crown Place

Longon

EC2A 4EB

Facilitation Payments

If any parties offers gifts or hospitality to employees. Employees must not accept any gifts in the course of their business without the prior approval from Compliance and a Director. As all client entertainment and client benefits (such payment of client’s Online account) are covered by the act, employees must seek the Finance Director’s prior permission. These are normally permissible provided they are reasonable and proportionate. Any employee that encounters a breach of policy can report their concerns in confidence and without fear of reprisals to their compliance officer. All reports are taken seriously and, where appropriate, investigated in more depth. No employee is discriminated against in any way as a result of reporting in good faith. Our policy on bribery and corruption is fully supported by the Board of Directors. Any breach of policy by any employee will be considered as grounds for disciplinary action, which may result in dismissal from the firm.

Registrars

Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen West Midlands, B63 3DA T: 0121 585 1131 E: [email protected] W : www.nevilleregistrars.co.uk Contact Name : Emma Winnall

Solicitors

Field Fisher Waterhouse, 35 Vine Street, London, EC3N 2AA

Board Responsibilities

The Group is led and controlled by the Board of Online Blockchain Plc, currently comprising of a Chairman, Chief Executive Officer and Technical Director. The Board meets regularly to consider strategy and policy, major capital expenditure and all aspects of the Group’s activities and business operations. The Board has a formal schedule of matters reserved specifically for decision by the Board. Effectively, no decision of any material consequence is made other than by the Directors and all Directors participate in the key areas of decision-making. The Board is responsible to shareholders for the proper management of the Group.

There is no agreed formal procedure for the Directors to take independent professional advice at the Group’s expense. However, independent professional advice is made available where considered appropriate. In accordance with the Company’s Bye-Laws, Directors submit themselves for re-appointment at the Annual General Meeting in rotation at the Annual General Meeting. The Board is committed to high standards of governance and aims to create a culture which demands the same commitment and performance from all of our employees and contractors and in all our business activities. We continue to build organisational capacity and improve our management processes and procedures. We seek to strike a balance between entrepreneurial risk-taking and prudent risk management, maintaining high standards of corporate governance without compromising Online's unique culture.

The Board is responsible for the overall Group strategy, the appointment and removal of any Director, the approval of the Group’s annual budget, acquisition and divestment policy, approval of major capital expenditures, the overall capital structure of the Group, the consideration of significant financing and operational matters, and the approval of management incentive schemes. In addition, the Board is responsible for ensuring that major business risks are actively monitored and managed and is responsible to shareholders for the proper management of the Group. The Board has conferred certain responsibilities to the following Board Committees. Each Committee is composed of two Directors. Currently the Company’s Chief Executive Officer is chairman of the Remuneration Committee and the company's Technical Director is chairman of the Audit and Risk Committee.

Board Committees



Audit & Risk Committee

The Company has an Audit Committee comprised of Jon Mullins and Michael Hodges. It meets at least once a year and is responsible for ensuring that the financial performance of the Group is properly reported on and monitored and for meeting the auditors and reviewing the reports from the auditors relating to the accounts and internal control systems.

Remuneration Committee

The Remuneration Committee comprises of Clem Chambers and Michael Hodges. It is responsible for reviewing the performance of the executive Directors and sets the scale and structure of their remuneration and the basis of their service contracts bearing in mind the interests of shareholders. The Remuneration Committee also determines the allocation of share options to employees.

Nominations Committee

The Board has agreed that appointments to the Board will be made by the Board as a whole and so has not created a Nominations Committee.

Corporate Governance Code

In April 2018, the Quoted Companies Alliance (QCA) published an updated version of its Code which provides UK small and mid-sized companies with a corporate governance framework that is appropriate for a Company of our size and nature.

The Board considers the principles and recommendations contained in the QCA Code are appropriate and have therefore chosen to apply the QCA Code. The updated 2018 QCA Code has 10 principles that should be applied. Each principle is listed below together with an explanation of how the Company applies or otherwise departs from each of the principles.

The Corporate Governance Statement, which is available here was last updated on 27 September 2018

Corporate Governance Statement

Names, brief biography and responsibilities of Directors

Clement Chambers, Chief Executive Officer

Co-founder of Online Blockchain plc, ADVFN plc and All IPO plc, Clem Chambers has been involved in the software industry for over 35 years as a pioneer of computer games, massively multiplayer games, multimedia and the internet. He is also director of ADVFN plc. He has written investment columns for Wired Magazine, Forbes, The Business, The Scotsman and broadcasts on investment matters for SKY News, CNBC and the BBC. Chambers takes an active role in all aspects of the company, from product and staff development to revenue generation and the dayto-day running etc. He is a member of the remuneration committee. He has been a Non-Executive Director of Avarae Global Coins PLC since November 2010.

Michael Hodges, Chairman

Co-founder of Online Blockchain plc, Michael Hodges has over 35 years experience in computer software development and publishing, while working with multi-user and Internet projects for many years. He Co-founded Online Blockchain plc, ADVFN plc and All IPO plc. He is currently Chairman of ADVFN plc and a director of All IPO plc. Michael has responsibility for all legal and contractual issues and general business development. He is a member of the audit committee and of the remuneration committee and part of the Finance team.

Jonathan Mullins, CFO & CTO Director

Jonathan Mullins has been involved in the development of a wide variety of on-line and internet services for over 20 years. He is responsible for the entire technical department of Online Blockchain and has overseen the growth of the companies technology since its early days, including the development of it proprietary service. As CFO is part head of the Finance team.

Bill Louden, Non-Executive Director

Ex President of GE global consumer business unit with operations in Japan, the UK and Currently, Director, International Business Institute, Department Chair, International Business at Austin Community College, and Professor of Digital Media at St. Edward's University, Mr Louden has been teaching since 2002. As an early developer and participant in online computing and a long-time interactive services industry executive, Mr Louden has over 30 years of experience in internet products and services, including electronic commerce and billing systems, interactive games, and new product design and development. He was formerly president of a GE online strategic business unit, senior vice president at Delphi Internet leading a UK Internet startup operations for News Corp, President and COO at Preference Technologies, a public B2B Internet services company, and Founder and CEO at Peer Forward, a data mining software company. Between 1979 and 1984 at Compuserve, Mr Louden was responsible for personal computing and communication product lines, including InfoPlex, a CompuServe commercial store and forward system, which was re-designed and developed under Bill as a consumer product, renamed as “EMAIL” and launched in 1981 (and subsequently trademarked by Compuserve between 1983 and 1984). Mr Louden is particularly recognised for his role in leading the development and commercialisation of multi-player games at Compuserve (and thereafter as founder of the GEnie online service at General Electric), including MegaWars, the first commercial multi-player online game. Mr. Louden has provided consulting services including market entry analysis, planning, product design, operations management, and/or intellectual property evaluations for various clients including U.S. West, News Corporation, Sony, Electronic Arts, and other entertainment companies.

Management of Investor Relations

The Board recognises that it is accountable to Shareholders for the performance and activities of the Company and to this end is committed to providing effective communication with the Shareholders of the Company.

Significant developments are disseminated through stock exchange announcements and regular updates of the Company website where descriptions of the investee company projects are available and updated quarterly or whenever there is a significant event. In addition, copies of any third party comment are available. On the website, Shareholders may sign up to receive news releases directly by email.

The Board views the Annual General Meeting as an important forum for communication between the Company and its Shareholders and encourages Shareholders to express their views on the Company’s business activities and performance.

Internal Controls

The Directors acknowledge their responsibility for the Group’s systems of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Group and to ensure the reliability of financial information for both internal use and external publication.

Listings

Online Blockchain Plc is listed on the AIM market. It is not listed on any other exchanges or trading platforms.

Anti-Bribery Policy

Online Blockchain Plc embraces a culture of zero tolerance policy of bribery and corruption throughout all of its business lines. It is Online Blockchain's policy to comply with all laws, rules and regulations governing anti-bribery and anti-corruption law. Online Blockchain Plc is committed to conducting its business and affairs so as to ensure that it does not engage in, or facilitate, any form of corruption. Online Blockchain Plc defines bribery and corruption as follows: The receiving or offering of any undue reward by or to any holder of public office, employee, colleague or representative of any other organisation, designed to influence us in the exercise of their duty, and to incline them to act contrary to accepted standards of honesty and integrity. The misuse of public office or public power for private gain by offering or promising anything of value, whether directly or indirectly, to a public official or a political candidate, party or party official in order to obtain, retain or direct business, or to secure any improper business advantage. Also included is the demanding or accepting of anything of value by such a person as a condition to conferring an improper business advantage, whether directly indirectly.

Laws and Regulations

The Bribery Act was given Royal Assent in 8th April 2010 and came into force on 1st July 2011. It is an offence to give/receive a bribe; to promise/offer/request/agree to receive a bribe; to bribe a foreign public official and for a senior officer to consent/connive in any such offence.

Online’s Policy and Practices

Online's Bribery and Corruption Policy applies to all employees, including those with trading names of Online Blockchain Plc in which Online Blockchain Plc has a controlling interest, as well as contract services consultants, contractors, irrespective of their location, function, grade or standing. Subsidiaries in which Online Blockchain Plc does not have a controlling interest (any joint ventures in which Online Blockchain Plc participates) are encouraged to apply the policy. Online Blockchain Plc's Bribery and Corruption Policy requires that all employees will require prior permission from the CEO or Finance Director for the following: Offering Hospitality and promotional expenditure to clients (including their family), brokers or any parties connected with Online Blockchain Plc. ​ Any expenses involving Business partners, joint ventures, etc.

Joint Brokers

Throgmorton Street Capital

26 Throgmorton Street

London

EC2A 2AN


Smaller Company Capital Limited

4 Lombard Street

London

EC3V 9HD


Solicitors

Field Fisher Waterhouse

35 Vine Street

London

EC3N 2AA


Registrars

Neville Registrars Limited

Neville House

18 Laurel Lane

Halesowen

West Midlands

B63 3DA

T: 0121 585 1131 E: [email protected]

W: www.nevilleregistrars.co.uk Contact Name: Emma Winnall


Major Shareholders
Securities in issue, percentage of shares not in public hands and significant shareholders

(information last updated on 03/04/2019)

Share Capital and shares not in public hands

The current issued share capital is 8,662,348 Ordinary Shares.

Shares Held in Treasury - Nil.

Securities not in Public hands - 4,119,492, representing 47.56% of the Company’s issued share capital.

Significant Shareholders (3% or more)


  • C H Chambers. 1,529,642. 17.66%
  • M J Hodges. 1,365,642. 15.77%
  • Peter O'Reilly. 283,173. 3.27%
Details of any restrictions on the transfer of securities

There are no restrictions on the transfer of the Company’s AIM securities

For all information about the stock: Click here

Company announcements

In accordance with AIM Rule 26 and Market Abuse Regulation, the Company’s announcements will be available for a period of at least 5 years

To access announcements made by the Company please follow this link

AIM Admission Document

AIM Admission Document can be accessed from this link

Our files

Current constitutional documents

Exchange/trading platforms and Takeover Code

Online Blockchain Plc is currently traded on AIM. It is not listed on any other exchanges or trading platforms. The Company, as a UK plc listed on the AIM Market, is subject to the UK City Code on Takeovers and Mergers. ​​

ADDRESS: 10th Floor, 30 Crown Place, London EC2A 4EB

Key Documents

Historical Company Reports

Announcements

In accordance with AIM Rule 26 and Market Abuse Regulation, the Company’s announcements will be available for a period of at least 5 years.