Investor Relations

About

SysGroup is a multi-award winning managed IT services & cloud hosting provider. Listed on the AIM market of the London Stock Exchange (LSE:SYS), we are well supported to execute on our stated strategy of being a consolidator in the UK IT managed services sector.

SysGroup delivers solutions using best of breed, industry leading technologies all of which are architected, supported and maintained by our highly skilled in-house teams.

SysGroup focuses on the UK mid-market and works with its customers to drive strategic and operational IT change, providing secure, cost effective services from a range of platforms.

SysGroup maintains a number of strategic partnerships and accreditations with leading technology vendors including, Dell (Gold), WatchGuard (Platinum), Veeam (Gold), Kaspersky (Gold), Microsoft (Gold Datacentre), VMWare, Mimecast and Zerto. Accreditations include ISO 27001:2013 and ISO 9001:2015 for quality management and Visa Level 1 Merchant Service Provider status to underpin our PCI:DSS hosting capabilities.

SysGroup has offices in Liverpool, London, Manchester, Newport and Telford. Further information on SysGroup can be found at www.sysgroup.com

Board of Directors

  • Michael Edelson
    (Non-Executive Chairman)

    Michael brings a wealth of experience as a Board Director to SysGroup plc. He has been a Founding Director or Chairman of a number of companies admitted to the AIM market, including Prestbury Group plc, Knutsford Group plc, Mercury Recycling Group plc (now Ironveld plc) and ASOS PLC. Michael was non-executive Chairman of Bramhall plc, subsequently renamed Magic Moments Internet plc and then Host Europe plc, which acquired Magic Moments Design Limited in September 1999. He has also been on the Board of Manchester United Football Club since 1982.

    Show more
  • Adam Binks
    (Chief Executive Officer)

    Adam joined SysGroup as Chief Operating Officer in August 2014 and was formally appointed to the Board in October 2017. Leveraging Adam’s vast equity capital markets and M&A experience, he was promoted to Group CEO in April 2018. He is responsible for setting and delivering the groups overall strategy to become the leading provider of managed IT services to the UK mid-market. He has extensive experience in the Managed IT, Hosting & Telecoms sectors across a 20 year career. Adam has played a pivotal role in the transformation of the group from a mass-market web hosting company, to the award-winning managed IT services & cloud hosting provider that it has become. Adam has previously held a number of senior management & Board level positions within the sector.

    Show more
  • Martin Audcent
    (Chief Financial Officer)

    Martin was appointed as Chief Financial Officer on 16th July 2018 as part of a newly established board to deliver on the next stage of growth. Martin brings with him significant senior finance and operational experience. Martin is a Chartered Accountant, having qualified with PwC in 2000, and joined the Group from NCC Group plc, where for 4 years he was he was Associate Director of Finance and Group Financial Controller. Prior to this he worked at Baker Tilly and MBL Group plc in senior finance positions.

    Show more
  • Mike Fletcher
    (Non-Executive Director)

    Mike has extensive public markets experience and is currently Non-Executive Chairman of AIM listed Inspired Energy PLC, which he helped to successfully bring to market in November 2011. Mike is the Managing Partner of Arete Capital LLP, a specialist venture and advisory business and sits on the Board of several privately owned growth companies including Sorted Group, Peak AI, EC3 Brokers and Praetura Group. Previously, Mike was a managing director for European investment bank GCA Altium where he gained 10 years’ experience in M&A and corporate finance. He has advised a range of clients from public companies, private equity houses and entrepreneurs. Mike is a chartered accountant, qualifying with PwC in 1999, and is both FCA and SRA approved.

    Show more
  • Mark Quartermaine
    (Non-Executive Director)

    Mark has over 30 years’ experience in the ICT industry in a variety of executive, sales and marketing roles. He started his career at IBM in 1984 where he held different executive positions both in the UK and abroad culminating in running the point of sale business in the US, as the Worldwide Marketing Director for the Retail Division. In January 2013 Mark joined the board of Alternative Networks as a Non-Executive Director, he subsequently moved to become COO in January 2014 and was then appointed CEO in September 2015. Alternative Networks was subsequently sold to Daisy Group for £165 million in December 2016.

    Show more
  • Michael Edelson
    (Non-Executive Chairman)

    Michael brings a wealth of experience as a Board Director to SysGroup plc. He has been a Founding Director or Chairman of a number of companies admitted to the AIM market, including Prestbury Group plc, Knutsford Group plc, Mercury Recycling Group plc (now Ironveld plc) and ASOS PLC. Michael was non-executive Chairman of Bramhall plc, subsequently renamed Magic Moments Internet plc and then Host Europe plc, which acquired Magic Moments Design Limited in September 1999. He has also been on the Board of Manchester United Football Club since 1982.

    Show more
  • Adam Binks
    (Chief Executive Officer)

    Adam joined SysGroup as Chief Operating Officer in August 2014 and was formally appointed to the Board in October 2017. Leveraging Adam’s vast equity capital markets and M&A experience, he was promoted to Group CEO in April 2018. He is responsible for setting and delivering the groups overall strategy to become the leading provider of managed IT services to the UK mid-market. He has extensive experience in the Managed IT, Hosting & Telecoms sectors across a 20 year career. Adam has played a pivotal role in the transformation of the group from a mass-market web hosting company, to the award-winning managed IT services & cloud hosting provider that it has become. Adam has previously held a number of senior management & Board level positions within the sector.

    Show more
  • Martin Audcent
    (Chief Financial Officer)

    Martin was appointed as Chief Financial Officer on 16th July 2018 as part of a newly established board to deliver on the next stage of growth. Martin brings with him significant senior finance and operational experience. Martin is a Chartered Accountant, having qualified with PwC in 2000, and joined the Group from NCC Group plc, where for 4 years he was he was Associate Director of Finance and Group Financial Controller. Prior to this he worked at Baker Tilly and MBL Group plc in senior finance positions.

    Show more
  • Mike Fletcher
    (Non-Executive Director)

    Mike has extensive public markets experience and is currently Non-Executive Chairman of AIM listed Inspired Energy PLC, which he helped to successfully bring to market in November 2011. Mike is the Managing Partner of Arete Capital LLP, a specialist venture and advisory business and sits on the Board of several privately owned growth companies including Sorted Group, Peak AI, EC3 Brokers and Praetura Group. Previously, Mike was a managing director for European investment bank GCA Altium where he gained 10 years’ experience in M&A and corporate finance. He has advised a range of clients from public companies, private equity houses and entrepreneurs. Mike is a chartered accountant, qualifying with PwC in 1999, and is both FCA and SRA approved.

    Show more
  • Mark Quartermaine
    (Non-Executive Director)

    Mark has over 30 years’ experience in the ICT industry in a variety of executive, sales and marketing roles. He started his career at IBM in 1984 where he held different executive positions both in the UK and abroad culminating in running the point of sale business in the US, as the Worldwide Marketing Director for the Retail Division. In January 2013 Mark joined the board of Alternative Networks as a Non-Executive Director, he subsequently moved to become COO in January 2014 and was then appointed CEO in September 2015. Alternative Networks was subsequently sold to Daisy Group for £165 million in December 2016.

    Show more

The information on this section is disclosed in accordance with AIM Rule 26 Last updated: 15 April 2021

Aim Rule 26

Country of Incorporation and Operation
SysGroup PLC is incorporated in England and Wales. Registered Number 06172239.
Legal Entity Identifier (LEI) 213800D18GPZZJR9SH55.
The United Kingdom is it's main country of operation.

Company Registered Address
SysGroup PLC
Walker House
Exchange Flags
Liverpool L2 3YL

UK Takeover Code Applicability
SysGroup PLC is subject to the provisions of “The City Code on Takeovers and Mergers” in the UK.

Website: www.sysgroup.com
Email: investor@sysgroup.com
Tel: 0151 559 1777

Share Price Information

Show more

Shares in Issue

This information was last updated 17 June 2021.
The Company’s issued share capital consists of 49,419,690 ordinary shares of one penny each (£0.01).

The Company holds 560,000 ordinary shares of one penny each (£0.01) in treasury and there are no restrictions on the transfer of the Company’s securities.

The Company has not applied or agreed to have any of its securities admitted or traded on any other exchange or trading platform.

For further information, contact:
Martin Audcent, CFO & Company Secretary Tel: +44 (0)151 559 1777

Significant Shareholders & Director’s Identity and percentage holding of significant shareholders.

Significant shareholdersNumber of sharesPercentage holding
Gresham House Asset Management Limited13,999,56328.33%
Canaccord Genuity Group Inc8,998,80318.42%
Darren Carter3,552,6327.19%
Herald Investment Management Limited
3,444,581
6.97%
Downing LLP3,412,9606.91%
Helium Rising Stars Fund
3,400,0006.88%
Praetura Group Limited1,710,2563.46%
DirectorsNumber of sharesPercentage holding
Michael Edelson858,1791.74%
Adam Binks220,1340.45%
Martin Audcent117,4990.24%
Mark Quartermaine76,9230.16%
Mike Fletcher77,1930.16%

Percentage of shares not held in public hands 49.5%

Show more

Corporate Governance

Introduction

The board of SysGroup (“Board”) seeks to follow the best practice in corporate governance as appropriate for a company of our size, nature and stage of development. As a public company listed on AIM we recognise the trust placed in the Board by shareholders, employees and other stakeholders, and the importance of a corporate governance framework that is robust and effective. The Board has adopted the principles of the 2018 Quoted Companies Alliance Corporate Governance Code – (“the QCA Code”) to support the Company’s governance framework. We have set out below appropriate disclosures of how the Company complies with the ten principles set out in the QCA Code the recognised corporate governance code that the Company has adopted, and, if applicable, provide details and the rationale for areas of non-compliance.

A full copy of the QCA Code is available from the QCA’s website: www.theqca.com

1. Establish a strategy and business model which promote long-term value for shareholders

SysGroup’s business strategy is to expand its position as a trusted provider of Managed IT Services & Cloud Hosting to clients predominantly in the UK. The Board believes that a business focused on the provision of Managed IT Services & Cloud Hosting offers the highest growth opportunity, the potential for increased margins, longer-term contracts, and greater forward revenue visibility. The Group provides managed IT solutions to customers either as a fully outsourced service or as an extension to their existing IT department.

We intend to continue to supplement organic growth with carefully considered acquisitions that add critical mass and provide benefits from economies of scale.

The Company publishes its strategy in our Report and Accounts each financial year which is available from our website.

2. Seek to understand and meet shareholder needs and expectations

The Directors recognise the importance of listening to and communicating openly with the Company’s shareholders to ensure that the strategy, business model and financial performance are understood. We also recognise that understanding what analysts and investors think about the Company helps the Board to formulate future strategy. The Directors actively seek to build relationships with our major institutional investors and shareholders. The Executive Directors meet our major shareholders individually each year following the release of the full year and interim accounts and are available for meetings at other times if requested. The Non-Executive Directors can also be contacted by shareholders if they wish to raise any matters.

We see the Annual Report and Half Year Results Announcement (together “the Reports”) as key communications to our shareholders. In these Reports we provide a clear explanation of the business performance, financial position, organisational changes and prospects.

All private and institutional investors are invited to attend the AGM where the Company Directors are present to answer any questions. Additionally, shareholders can contact the Company with any questions by using the investor enquiry email address on the website.

3. Take into account wider stakeholder and social responsibilities and their implications for long-term success

In addition to our shareholders, we have a wide group of stakeholders who assist in creating value in the Group. We have strong relationships with customers and suppliers, and our workforce is of central importance. It is our team that provides a high quality service and we ensure that we continue to invest in them through appropriate training and development.

A high proportion of the Group’s managed services are provided under contracts ranging from twelve months to three years. We develop close working relationships with our customers through their use of our support services and from finding solutions to improve their IT infrastructure and processes. We request feedback from customers on a regular basis to assess how we are performing.

The Group selects suppliers on the basis of their service quality and competitive pricing. Long term relationships are particularly helpful in situations where we can work with the supplier to identify value creating opportunities. New suppliers are subject to appropriate due diligence take-on procedures and the Group makes regular monthly payments to suppliers.

The Group’s employees are key stakeholders in the success of the business. We seek to recruit high calibre individuals and the Group invests in their ongoing development needs through internal and external training. The Group offers competitive remuneration and benefits packages. We believe that having a contemporary work place environment is a key element to attract, retain and motivate our employees and in the previous twelve months we have invested in expanding and enhancing our Liverpool and London offices.

As a Company admitted to trading on AIM we recognise the importance of high quality regulatory compliance and internal governance. We have adopted the QCA Code and comply with AIM Rules for Companies, the Companies Act, Employment, GDPR, Health & Safety, Anti-Bribery and Corruption, and other relevant regulations.

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation

The principal risks and uncertainties of the Group are described in the Annual Report & Accounts (a copy of which can be downloaded from the Company’s website). In the monthly Board Meetings the Board are updated on any significant issues that have arisen and the actions that management have taken to address them.

The Directors acknowledge their responsibility for the Company’s and the Group’s systems of internal controls, which are designed to safeguard the assets of the Group and ensure the reliability of financial information for both internal use and external publication. Overall control is achieved by having reporting processes and systems that are appropriate to the size and complexity of the Group’s operations and by ensuring the workforce is sufficiently trained. The Company and Group’s financial reporting procedures and policies are documented in a formalised Financial Reporting Procedures document.

The Senior Management Team are responsible for monitoring and addressing the key risks of the business and any significant issues are escalated as high priority to the Executive Directors.

As the Group continues to grow the risks of the business and risk management framework will remain subject to regular review.

5. Maintain the board as a well-functioning, balanced team led by the chair

The Board comprises five Directors – two Executives and three Non-Executives – and reflects a blend of different experience and backgrounds which are described in the Director Profiles in the Annual Report & Accounts and are available on the Company’s website. There is a clear division of responsibility between the Chairman of the Board (a Non-Executive role) and the Chief Executive Officer. The Board considers the Non-Executive Directors to be independent in character and judgement notwithstanding their shareholding and/or share warrants in the Group. The Board of Directors meet regularly, usually monthly and at least six times a year. Additional Board meetings are sometimes held outside the regular calendar of dates and these may be attended by telephone conference. The Board, through the Chairman and the Non-Executive Directors, as well as the Executive Directors, maintains regular contact with its advisers and seeks to ensure that the Board develops an understanding of the views of the major shareholders of the Company.

The Company has effective procedures in place to monitor Directors’ conflicts of interests which are reported to and dealt with by the Board.

Personal profiles of the Board are presented in the Annual Report & Accounts with explanations provided for how the Board exercises control together with the composition and scope of the Audit and Remuneration Committees. The Annual Report & Accounts can be found here and the Personal profiles of the Directors can be found here.

The Board is satisfied that it has a suitable balance between Executive and Non-Executive Directors and is sufficiently resourced to discharge its duties and responsibilities effectively.

6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The Board is satisfied that the Directors have an appropriate level of experience, skills and capabilities to effectively discharge their duties and responsibilities. The recruitment of Executive and Non-Executive Directors is carefully considered and profiled to match against the specific requirements of the Group.

Details of the skills and experience of each of the Directors can be found in the Annual Report & Accounts as well as on the Company’s website.

All members of the Board receive training as required and can take independent professional advice if necessary in the furtherance of their duties. Details of external advisers can be found on the Company’s website.

At each Annual General Meeting of the Company one-third of the Directors retire from office by rotation and a Director retiring by rotation is eligible for re-election. Subject to the provisions of the Act and of the Articles, the Directors to retire in every year shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire are those who have been longest in office since their last appointment or reappointment.

No person other than a Director retiring at the meeting shall, unless recommended by the Directors for appointment, be eligible for appointment to the office of Director at any General Meeting unless, not less than seven nor more than 28 days before the day appointed for the meeting, the Company receives notice in writing by a member duly qualified to attend and vote at the meeting with the necessary particulars and authorities.

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Chairman of the Board is responsible for assessing the individual contributions of the Directors and this is reviewed on an ongoing basis. The Chairman is satisfied that all the Directors are making valued contributions and the Board is working effectively together.

Whilst the Company does not currently have a formal appraisal process for Directors, over the next twelve months we intend to review our processes for Board performance evaluation to establish a more formalised framework of assessment, feedback and review.

8. Promote a corporate culture that is based on ethical values and behaviours

The Directors both individually and together as a Board are committed to promoting ethical values and behaviours throughout the organisation.

We have demonstrated this in the previous twelve months by appointing a Head of People & Culture who is responsible for reviewing the Group’s approach to employee communication, embedding the corporate culture and responsible for general employee engagement. We have also launched “SysHub”, an online platform for our employees that, in addition to offering employee benefits and Company latest news, is a “go-to” source for all the Group’s internal policies including the Health & Safety Policy, Anti-Corruption and Bribery Policy, Whistleblowing Policy, and Data Protection Policy.

All new employees are provided with an Employee Handbook on joining the organisation which explains all the employee related corporate policies.

9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The Directors recognise the importance of a robust system of governance to ensure appropriate levels of internal control, financial reporting, risk management, compliance and corporate responsibility.

Board Meetings

Board meetings are attended by the Directors in person and are held on scheduled calendar dates, usually each month and at least six times a year. If a Director is unable to attend in person they may attend instead by telephone conference. An agenda and relevant Board papers are circulated in advance of the meeting to allow the Directors sufficient time to review. The Board meeting is chaired by the Chairperson, Michael Edelson, and all matters on the agenda are covered with the opportunity for any additional matters to be raised. Minutes are recorded for each meeting, reviewed by all Directors, and signed when approved by the Chairperson.

Matters reserved for the Board include delegation of authority, annual budget approval, acquisitions and business disposals, Executive recruitment and remuneration, capital structure changes, corporate governance, and the approval of the interim and annual report and accounts. Any other matters of high significance and/or material in nature are reported to the Board for necessary approvals. The Board is also responsible for reviewing the effectiveness of the internal controls and risk management framework.

Audit Committee

The Company has established an Audit Committee that comprises of Michael Edelson, Mark Quartermaine and Mike Fletcher. Mike Fletcher is the Chairman of this Committee. The Audit Committee meets at least twice a year and is responsible for reviewing the integrity of the financial statements of the Group, the Group’s compliance with legal and regulatory requirements, and the adequacy and effectiveness of the Group’s internal financial controls and risk management processes including the extent to which internal audit review is required. It reviews the external auditors’ performance and independence and makes recommendations to the Board on the appointment of the auditors.

Remuneration Committee

The Company has established a Remuneration Committee that comprises Michael Edelson, Mike Fletcher and Mark Quartermaine. Mark Quartermaine is the Chairman. The Committee meets at least twice a year and is responsible for determining and reviewing with the Board the policy for the remuneration of the Executive Directors and such other members of the executive management it is designated to consider. Within the terms of the agreed policy, it determines the total individual remuneration of the Executive Directors. The Remuneration Committee also approves the design of, and determines targets for, any performance related pay schemes, reviews the design of any share incentive plans, determines the awards to the Executive Directors and determines the policy for, and scope of, pension arrangements for each Executive Director.

10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Annual Report & Accounts is a key deliverable to our shareholders to explain how our business is performing and our approach to governance and risk management. In the Annual Report we endeavour to provide all relevant information that allows shareholders to gain a clear understanding of how we run the business and we shall continue to identify areas of disclosure that can be enhanced.

The regular meetings between our principal shareholders and the Executive Directors are a key element to maintaining a dialogue. The Company communicates with institutional investors through briefings with management and analyst notes are reviewed to understand the external view of the Company.

Regular communications to shareholders

  • Full Year Announcement
  • Annual Report & Accounts
  • Interim Announcement
  • Annual General Meeting
  • Institutional shareholder meetings following Results Announcements and on request
  • Regulatory RNS Announcements

This page was last updated on 23 March 2021

Show more

Regulatory News

Show more

Corporate Advisors

Company Secretary

Martin Audcent
SysGroup plc
Walker House
Exchange Flags
Liverpool
L2 3YL
Tel: 0151 559 1777

Nominated Advisor (NOMAD)

Shore Capital and Corporate Ltd
Cassini House
57 James’s Street
London
SW1A 1LD
Tel: 020 7408 4090

Broker

Shore Capital Stockbrokers Ltd
The Corn Exchange
Fenwick Street
Liverpool
L2 7RB
Tel: 0151 600 3700

Legal Advisors

Hill Dickinson LLP
50 Fountain Street
Manchester
M2 2AS
Tel: 0151 600 8000

Auditor

BDO LLP
3 Hardman Street
Spinningfields
Manchester
M3 3HF
Tel: 0161 817 7500

Alma PR

71-73 Carter Lane
London
EC4V 5EQ
Tel: 020 3405 0205