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WH Ireland subsidiary owns 585603 shares


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Fitel Nominees own 585,603 RIFC shares and shares in Worthington Group. Fitel Nominees is a subsidiary of WH Ireland; the RIFC Nomad.

 

@STVGrant: @g51_dan @andybearz @secret12345 @missteeray @PeterAdamSmith Already digging in to all of the newly identified shareholders...

 

Is that not a conflict of interest?

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I think Fitel Nominees maybe held those shares on behalf of three different clients and they certainly bought them well before WH Ireland were appointed as the NOMAD.

 

It doesn't make much difference if it's 3 clients or not though because the largest one had 585,213 shares and the other 2 only had 384 & 6 shares each.

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Is that not a conflict of interest?

 

AIM rules for NOMADS

 

Independence and conflicts

21. Independence on a continuing basis

A nominated adviser must be able to demonstrate to the Exchange that both it and its executives are independent from the AIM companies for which it acts such that there is no reasonable basis for impugning the nominated adviser’s independence.

Where the Exchange requires a nominated adviser to demonstrate clearly that neither its independence nor that of any of its executives has or will be compromised by any potential conflict of interest, the burden of proof will be upon the nominated adviser.

In cases of doubt about its independence a nominated adviser should consult the Exchange in advance of entering into any arrangements.

Schedule One sets out further rules in relation to the independence of a nominated adviser.

 

22. Conflicts of Interest

A nominated adviser must not have, and must take care to avoid, the semblance of a conflict between the interests of the AIM companies for which it acts and those of any other party.

In particular, a nominated adviser must not act for any other party to a transaction or take-over other than its AIM company client.

 

Schedule One - Independence in relation to rule 21

For the avoidance of doubt:

 A nominated adviser may not act as both reporting accountant and/or auditor on the one hand and nominated adviser to an AIM company on the other unless it has satisfied the Exchange that appropriate safeguards are in place;

 No partner, director, employee of a nominated adviser or associate of any such partner, director or employee may hold the position of a director of an AIM company for which the firm acts as nominated adviser;

 No nominated adviser or partner, director, employee of a nominated adviser or associate of any such partner, director or employee either individually or collectively may be a substantial shareholder (i.e. 10% or more, taking into account options, warrants or similar that it may hold as if they have been exercised) of an AIM company for which the firm acts as nominated adviser;

 A nominated adviser or partner, director, employee of a nominated adviser or associate of any such partner, director or employee may be a significant shareholder (i.e. 3% or more, taking into account options, warrants or similar that it may hold as if they have been exercised) of an AIM company for which the firm acts as nominated adviser provided adequate safeguards are in place to prevent any conflict of interest;

 No nominated adviser or partner, director, employee of a nominated adviser or associate of any such partner, director or employee may deal in the securities of an AIM company or any related financial product for which the firm acts as nominated adviser during any close period of that company;

 When calculating an interest in a client company a nominated adviser is permitted to disregard any interest in shares pursuant to rules 5.1.3 to 5.1.5 inclusive of the DTR; and

 If a nominated adviser breaches any of the above limits as a result of its underwriting activities it must make best endeavours to sell down its holding to within the guidelines as soon as reasonably practicable.

Note: As guidance, bullet points 3 – 5 inclusive above will only apply to the corporate finance function of a nominated adviser firm and not to other areas adequately separated by chinese walls or similar safeguards. In such situations the burden of proof required of the nominated adviser under rule 21 remains.

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