Aim Rule 26

The information listed below is given for the purpose of AIM Rule 26

• Business Description
• Director's Responsibilities
• Corporate Governance and Board Comitties
• Takeover Regulations
• Israeli Law
• Number of Securities in Issue
• Major Shareholders
• Advisers
• Articles of Association (PDF file)
• News Released

 

Business Description

SimiGon was incorporated in Israel on October 1, 1998 and is based in Herzliya, Israel. A US subsidiary, SimiGon Inc., was incorporated in Delaware in January 2000, and is based in Orlando, Florida.

SimiGon initially focused on developing simulation and technology training solutions for the aerospace and defence market. The Company was founded by former Israeli Air Force personnel who observed an opportunity in the training market for distributed PC-based learning products. The Company solved this training gap by developing a platform that merged high resolution 3D simulation with a digital library, a learning management system and content development tools, which are all capable of being operated in a Windows environment with standard processor speeds.

The Company operates from Israel and Orlando, Florida. In addition, the Company has contact partners based globally, including in North America, Europe , Middle East and Asia Pacific.

 

Director's Responsibilities

Alistair Rae, Non-Executive Chairman
Alistair is currently chief executive of LTG Technologies Plc, an AIM traded company, having been a non-executive director from 2002 to 2005. He was the group finance director of Jarvis Plc from 2004 to 2005, guiding the company through a period of reconstruction. Prior to this he was a director in the corporate finance department of HSBC Investment Bank from 1996 to 2002 and before that he worked in corporate finance at Cazenove for ten years in the UK and the Far East. Alistair qualified as a chartered accountant with KPMG.

Amos Vizer (Ami), President and CEO
Ami founded SimiGon Ltd in 1998. He was previously a founder of Logi-cali, a software development house specializing in data storage applications. Before this Ami was a business development manager at ISYS, a software development company specializing in organization management systems. In total, he has over 12 years of IT-related management experience.

Efi Manea, CFO
Mr Manea, aged 32, joined the Company as its finance controller in June 2008, managing its financial aspects including financial reporting, corporation accounting and tax preparation, budget and forecasting and risk management. He has more than seven years of accounting and management experience and before joining SimiGon served for approximately four years as an Audit Team Manager at Ernst & Young's High-Technology sector. Mr Manea is a Certified Public Accountant and holds a BA in Accounting and Business Administration from the College for Management in Israel.

Eitan Cohen, Non-Executive Director
Eitan Cohen is a Co-Founder and Chief Executive Officer of ASIC Depot OOD an EDA and Semiconductor design centre. Eitan previously held positions as CEO and Country manager for Semiconductor and EDA companies, in which he led to the award of multi-million dollar deals with tier-one companies and managed business development activities with potential partners worldwide.

Deborah M. Bitman, Independent Non-Executive Director
Mrs. Deborah M. Bitman has extensive experience on school improvement committees and other school activities and programs. Mrs. Bitman works with various educators to address curriculum standards and needs. Working as a director at the Jewish Academy of Orlando, she has great experience in school policy guidance, budget review, future plans, and creating and managing educational curriculum. Mrs. Deborah M. Bitman holds a Bachelor in English from the University of Michigan in Ann Arbor and a Masters in Elementary Education from Indiana University in Bloomington.

Ran Pappo, Independent Non-Executive Director
Mr. Ran Poppo has 25 years of business experience while delivering results worldwide. Mr. Pappo is the Chief Executive Officer of Diva Hirschthal Ltd. a multi-million dollar organization engaged in designing, manufacturing and world wild selling of high quality swimwear. Mr. Pappo also serves as a director in JS Group Srl, supervising its financial activities while reviewing its manuals and goals. Mr Pappo is a strategic consultant focusing on organizational workflows, financial forecasting, budgeting, auditing, human resources optimization, production planning and marketing. Mr Pappo has an extensive financial knowledge including budgeting, managing and auditing financial statements for multi-national Organizations and its global multinational subsidiaries. Mr. Pappo holds a BS in Business Administration, Finance and International Marketing, from the College for Management in Israel.

Audit Committee
The audit committee consists of Graham Woolfman, Dr. Vered Shany and Nevat Simon and meets at least twice a year. The role of the audit committee is to monitor the quality of internal controls and to ensure that the financial performance of the Company is properly reported on.
The audit committee receives and reviews reports from the Company's management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company . In addition, the approval of the audit committee is required to effect certain related-party transactions.

Remuneration Committee
The remuneration committee consists of Alistair Rae, Dr. Vered Shany and Nevat Simon. The Remuneration Committee has a primary responsibility to review the performance of the Company’s executive directors and the senior employees and to recommend their remuneration and other terms of employment. The remuneration committee also makes recommendations to the board on proposals for the granting of share options and other equity incentives. In exercising their role as members of the remuneration committee, the members have regard to the recommendations put forward in the Combined Code on Corporate Governance issued by the U.K. Financial Reporting Council insofar as such recommendations are appropriate given the Company's size and stage of development.

 

Corporate governance and board committees

SimiGon Ltd. commenced trading on the AIM Market operated by the London Stock Exchange on 2 November 2006. Although the rules of AIM do not require the Company to comply with the Combined Code on corporate governance (“the Code”) published by the Financial Reporting Council, the Company fully supports the principles set out in the Code and will attempt to comply with them wherever appropriate, given the Company’s size, the constitution of the Board and the resources available to the Company. Details are provided below of how the Company applies those parts of the Code, which it believes to be appropriate.

Directors
The Board comprises two executive Directors, two Non- Executive Directors and two independent Non-Executive Directors nominated by the majority shareholders of the Company. The Board generally meets a minimum five times a year and receives a Board pack comprising a report from senior management together with any other material deemed necessary for the Board to discharge its duties. It is the Board’s responsibility for formulating, reviewing and approving the Group’s strategy, budgets, major items of expenditure and acquisitions.

Audit Committee
The audit committee consists of Eitan Cohen, Dr. Vered Shany and Nevat Simon and meets at least twice a year. The role of the audit committee is to review the management and systems of internal control of the company, including in consultation with the internal auditor and the company’s independent auditor and to recommend any remedial action. In addition, the approval of the audit committee is required to effect certain related-party transactions.

Remuneration Committee
The remuneration committee consists of Alistair Rae, Dr. Vered Shany and Nevat Simon. The Remuneration Committee has a primary responsibility to review the performance of the Company’s executive directors and the senior employees and to recommend their remuneration and other terms of employment.

Internal Control
The Board is responsible for the system of internal control and for reviewing its effectiveness. Such systems are designed to manage rather than eliminate risks and can provide only reasonable and not absolute assurance against material misstatement or loss. Each year, on behalf of the Board, the audit committee reviews the effectiveness of these systems. This is achieved primarily by considering risks potentially affecting the Group and from discussions with the external auditors. Each year, the Group is subject to internal audit, the results of which are presented to the audit committee.

A comprehensive budgeting process is completed once a year and is reviewed and approved by the Board. The Group’s results, as compared against budget, are reported to the Board on a quarterly basis and discussed in detail at each meeting of the Board. The Group maintains appropriate insurance cover in respect of any legal actions against the Directors as well as against material loss or claims against the Group and reviews the adequacy of the cover regularly. To comply with AIM rules, the Company has adopted a code for dealings in its shares by directors and employees.

 

Takeover Regulations

The Company is incorporated in Israel and its head office and place of central management is in Israel. Accordingly, transactions in shares of the Company are not subject to the provisions of the UK Takeover Code. The Israeli Companies Law provides that an acquisition of control block of shares in a public Israeli company must be made by means of a special tender offer if as a result of the transaction the acquirer could become a holder of 25% or more of the voting rights in the company, unless one of the exemptions in the Israeli Companies Law (as described below) is met. This rule does not apply if there is already another holder of at least 25% of the voting rights in the company. Similarly, the Israeli Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if as a result of the acquisition the purchaser could become a holder of more than 45% of the voting rights in the company, if there is no other shareholder of the company who holds more than 45% of the voting rights in the company, unless one of the exemptions in the Israeli Companies Law is met. Such exemptions include: (a) acquisition of shares issued pursuant to a private placement approved by a general meeting of the company as a private placement intended to provide the purchaser with holdings of 25% or more of the voting rights in the company, if there is no other shareholder of the company who holds more than 25% of the voting rights in the company, or with holdings of more than 45% of the voting rights in the company, if there is no other shareholder of the company who holds more than 45% of the voting rights in the company, (b) acquisition of shares from a holder of 25% or more of the voting rights in the company following which the purchaser will hold 25% or more of the voting rights in the company, or (c) acquisition of shares from a holder of 45% or more of the voting rights in the company following which the purchaser will hold 45% or more of the voting rights in the company.

A special tender offer must be extended to all shareholders of a company, but the offeror is not required to purchase shares representing more than the amount it wishes to acquire. A special tender offer may be consummated only if (1) at least 5% of the voting power attached to the company’s outstanding shares will be acquired by the offeror and (2) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer (disregarding holders who control the offeror and who have a personal interest in the acceptance of the offer or the holder of 25% or more of the voting rights of the company, any of their relatives, or corporations controlled by any of the above).

If a special tender offer is accepted, those shareholders who failed to respond to the special tender offer and those who may have initially rejected the offer will have up to four days to decide if they wish to participate in the special tender offer, and if they do they will be considered as having originally responded in favor to such special tender offer.

If a special tender offer is accepted, then the purchaser, any corporation controlled by it, any person or entity controlling , or under common control with, the purchaser, may not make a subsequent tender offer for the purchase of shares of the target company and may not enter into a merger with the target company for a period of one year from the date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender offer.

 

Israeli Law

Shareholders rights and responsibilities will be governed by Israeli law and these may differ from the rights and responsibilities of shareholders under English law or the law of other non-Israeli jurisdictions. The Company is incorporated under Israeli law. The rights and responsibilities of holders of Ordinary Share in the capital of the Company are governed by the Company’s memorandum of association, the Company’s articles of association and by Israeli law. In particular, a shareholder of an Israeli company has a duty to act in good faith towards the company and other shareholders and to refrain from abusing his power in the company, including, amongst other things, in voting at the general meeting of shareholders on certain matters.

 

Number of Securities in Issue

The Company only quoted on AIM and not any other exchanges. SimiGon’s shares only admitted to trading on AIM.

Ticker Symbol SIM
Index AIM
Main country of operation North Americ
Shares 51,394,189 ordinary shares of 0.01 NIS each (the "Ordinary Shares")
.The company does not hold any of its securities in treasury.
72 % of the Company’s entire issued share capital is not in public hands, as that term is defined in the AIM Rules for Companies.
There are no other restrictions on the transfer of AIM shares.

Date of information: October 5, 2016

 

Major Shareholders

A. Vizer / A. Vizer Holding Ltd 22.11%
Jeffrey Braun 12.73%
Herald Investment Management Ltd 9.83%
Axxion S.A. 6.81%
Green Venture Capital Ltd 5.97%
Guy Poran 4.42%
Shroder Euroclear Nominees Ltd 3.33%

Paul Hill and Immediate family 3.10%


Advisers

Nominated Adviser and Broker
finnCap
60 New Broad St
London, EC2M 1JJ

Registrar
Computershare Investor Services (Channel Islands) Limited
Ordnance House
31 Pier Road
St Helier
Jersey

Auditors and Reporting Accountants
Kost Forer Gabbay & Kasierer
A member of Ernst & Young Global
3 Aminadav Street
Tel-Aviv 67067
Israel

Solicitor to the Company as to English law
Halliwells LLP
1 Threadneedle Street
London
EC2R 8AY

Counsel of the Company as to Israeli law
Amit, Pollak, Matalon & Co. Advocates and Notary
Nitsba Tower, 19th Floor, 17 Yitzhak Sadeh St.,
Tel Aviv 67775
Israel