AIM RULE 26
AIM RULE 26
The information listed below is given for the purpose of AIM Rule 26:
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.
Amos (Ami) Vizer, Executive Chairman 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, Ami served as marketing and business development manager of ISYS Operational Management Systems, an international IT company. Ami also previously worked for the missiles division of RAFAEL Armament Development Authority Ltd. Additionally, he served ten years in the Israeli Air Force (IAF) as an F-4 Phantom Fighter navigator, a flight school course commander, and a Popeye missile weapons officer.
In total, Ami has over 12 years of IT-related management experience. Ami holds a BA in business administration.
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.
Simon Bentley, Senior Independent Non-Executive Director
Mr Bentley is currently Executive Chairman of Dominion ATM Banking Systems Ltd, trading as Cash on the Move, a UK mobile cash operator and a Non-Executive Director of Premier Foods plc. Among previous appointments, Mr Bentley was Chairman and Chief Executive of Blacks Leisure Group plc from 1987 to 2002, Deputy Chairman of law firm Mishcon de Reya from 2002 to 2009 and Senior Independent Non-Executive Director of Sports Direct International plc from 2007 to 2018. Mr Bentley is a certified FCA, having previously been a senior partner at Landau Morley LLP.
Ronit Schwartz, Independent Non-Executive Director
Mrs. Schwartz has considerable experience at board level of government and publicly-traded companies, and has held a wide variety of executive and non-executive roles during the course of her career. Mrs. Schwartz is currently a director at Petroleum & Energy Infrastructures, Ltd., Elad Canada and Amir Agricultural Investments, Ltd. Mrs. Schwartz has 21 years' experience in banking part of them as a financial executive and deputy director, skilled in finance, credit risk, foreign currency trading, budgeting and corporate governance. Mrs. Schwartz holds a BA in Economics and MBA in Marketing and Finance from Tel Aviv University. .
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.
Corporate Governance and Board Committees
For Corporate Governance information, please visit the Corporate Governance page.
The Board comprises two executive Directors, one Non- Executive Director and two independent Non-Executive Directors nominated by the shareholders of the Company. The Board generally meets a minimum of five times a year and receives a Board pack comprising a report from senior management together with any other materials deemed necessary for the Board to discharge its duties. It is the Board’s responsibility for, amongst others, formulating, reviewing and approving the Group’s business plan, strategy, budgets, corporate structure, compensation policy, dividend policy, major items of expenditure, acquisitions and financial statements.
The audit committee consists of Mr. Simon Bentley, Mrs. Ronit Schwartz and Mr. Ran Pappo and meets at least twice a year. The role of the audit committee, includes reviewing 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.
The remuneration committee consists of Mrs. Ronit Schwartz, Mr. Ran Pappo and Mr. Simon Bentley. The Remuneration Committee has primary responsibility to review the performance of the Company’s executive directors and the senior employees and to recommend and approve their remuneration and other terms of employment.
The Board and the Audit Committee are responsible for the system of internal controls and for reviewing their 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 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. The Group is subject to internal audit and the results of internal audits 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 and discussed in detail at least twice a year. 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.
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.
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
Main country of North America
Shares 51,399,189 Ordinary Shares of 0.01 NIS each (the "Ordinary Shares")
Treasury Shares 535,571 Ordinary Shares of 0.01 NIS each
The total number of voting rights in the Company is 50,863,618 (excluding the 535,571 Ordinary Shares held in treasury).
Around 63 % 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 31, 2021
Major Shareholders (Above 5% holdings)
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%
Links to any circulars or similar publications sent to shareholders within the past 12 months are given below together with the Notice of AGM for the previous years.
Nominated Adviser and Broker:
1 Bartholomew Close,
COMPUTERSHARE INVESTOR SERVICES (CHANNEL ISLANDS) LIMITED
31 PIER ROAD
Auditors and Reporting Accountants
Kost Forer Gabbay & Kasierer
A member of Ernst & Young Global
3 Aminadav Street
Legal Counsel of the Company
Amit, Pollak, Matalon & Co. Advocates and Notary
Nitsba Tower, 19th Floor, 17 Yitzhak Sadeh St.,
Tel Aviv 67775
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