AIM Rule 26
The following information is being disclosed by Saietta Group plc (“Saietta”, the “Company” and, together with its subsidiaries, the “Group”) for the purposes of Rule 26 of the AIM Rules for Companies. This page was last updated on 7th July 2021.
Saietta is a UK electric drive company, that has developed the AFT – an innovative and patent pending axial flux based electric motor technology, that has been designed to deliver class-leading performance for its target market (initially the L Category vehicle market in Asia), whilst being low cost and built for mass market production.
Saietta’s AFT series electric motors are a pancake shaped electric propulsion motor that is modular in design, intended to provide high and low voltage solutions that can power a wide variety of electric vehicles ranging from scooters, motorbikes, cars, marine engines through to larger vehicles. Saietta’s initial focus will be within the Asian ‘L Category’ vehicle market, which includes mopeds, motorbikes, and small three and four wheeled vehicles such as tuk tuks, ATVs and last-mile delivery vehicles.
Saietta was founded in 2008 as an e-motorbike manufacturer and evolved the business in 2017 after identifying a global need for mass market electric motor solutions. The Group also provides end-to-end engineering services for electric motor technology to OEMs, ranging from product definition, through to Computer-Aided Engineering (CAE) & simulation, e-motor electrical & mechanical integration, prototype build vehicle testing on test tracks and low volume production and production process definition. The Group is headquartered in Oxfordshire, UK, with 30 employees as at 7th July 2021.
Axial flux motor technology (or topologies) have been endorsed by a number of academics as the optimal propulsion topology for a broad range of EVs. The historical impediment to axial flux motor mass market adoption has typically been the high complexity and as a consequence, the high cost of manufacture. Importantly, the natural advantages of AFT motors are most critical in small and lightweight vehicles where weight and battery space is at a premium.
The Group’s AFT 140 is Saietta’s first AFT motor variant and is currently in low volume production. It is optimised for mid-power motorbikes (equivalent to 100-165 cc ICE motorbikes) and last-mile delivery vehicles. The Directors believe the combined benefits of the AFT 140 motor is uniquely designed to provide class-leading performance for its target market, with high torque density at low voltage and high efficiency for typical start-stop journeys within urban areas. In addition, the AFT 140 has been designed to be produced from non-exotic raw materials and through a highly automated volume production process, resulting in it being a highly cost-efficient solution, which the Directors believe will appeal for mass market production.
Anthony (“Tony”) Gott (Independent Non-Executive Chairman, aged 65)
Mr Gott joined the Board at Admission. Mr Gott is a highly experienced executive, with strong automotive, construction, public sector and aviation experience. Most recently, Mr Gott was Vice President of People & Places Solutions at Jacobs Engineering Limited, Executive Director of Major Programmes EMEA, Managing Director of Brandspring Limited (a company formed to combine a series of interim director roles), Chairman and Chief Executive of Rolls-Royce Motor Cars Ltd, and Chairman and Chief Executive of Bentley Motors Ltd. Previously, Mr Gott was Director of Engineering at Rolls-Royce & Bentley Motors, Director of Projects and General Manager of Strategic Planning.
Wicher (“Vic”) Kist (Chief Executive Officer, aged 47)
Mr Kist joined Saietta in 2017 and was appointed as a director of the Company in 2018. Dutch-born Mr Kist is an experienced, full vehicle automotive engineer with extensive powertrain and electronics knowledge. His passion for automotive product development started early on, working alongside his father restoring cars, the profits from which helped pay for his BSc University degree specialising in automotive and electronics. Most recently, Mr Kist was Managing Director for a leading specialist in Classic Jaguar and Lister road and race cars for two race seasons. Prior to that, Mr Kist was involved in delivering the world premier for an autonomous bio fuel powered fuel cell with Dutch defence. He also invented a bio fuel stirling engine, as one of the most silent generators for marine and defence applications and also delivered the first proof of concept for a large scale battery back-up, for the European space agency and to be used south America. In 2009, Mr Kist was appointed as Chief Operating Officer Dutch supercar brand Spyker, having been Chief Technology Officer since 2005. Mr Kist initially started his career at Cosworth in 1998 and since then has undertaken a number of high profile projects for Audi, Bentley and VW.
Steven Harrison (Finance Director, aged 52)
Mr Harrison joined the Company as an employee on 6 April 2021 and was appointed as a director of the Company on 22 April 2021. Mr Harrison is an internationally-experienced, bilingual finance director who has worked at both executive and board level in private and listed companies in the UK and Americas. Most recently, Mr Harrison was interim CFO at JATO Dynamics Limited and has held a number of similar roles including Interim Finance and Business Development Director at Arriva Group, CFO of Global Business Services at International Airlines Group, Group Finance Director at Avios Group Limited, Group CFO at Waterlogic plc, CFO for Northern Europe at International SOS, Director of Strategic Projects at Avis Europe Group, CFO of the Americas for John Menzies PLC and Regional Financial Controller for Europe and South America at Inchcape plc.
David Wilkinson (Senior Independent Non-Executive Director, aged 64)
Mr Wilkinson joined the Board at Admission. Mr Wilkinson is Chairman of the private property company CH Bailey Group Limited, Non-Executive Chairman at Goal Group Ltd, and a Non-Executive Director at Verso Biosense Group Limited. Mr Wilkinson was, until recently, a Senior Independent Non-Executive Director at AIM quoted digital marketer Be Heard Group plc Prior to that, Mr Wilkinson trained as a Chartered Accountant at Ernst & Young, going on to become a senior partner, working extensively within the firm for over three decades supporting growth companies. During his time at Ernst & Young, Mr Wilkinson’s broad remit included working as an audit partner for entrepreneurial businesses and taking many companies through fund raising, M&A, IPOs and other exits.
Emmanuel Clair (Non-Executive Director, aged 51)
Mr Clair became a director of the Company in 2018 and, prior to Admission, served as the Non-Executive Chairman. Mr Clair started his career in France as a research engineer in construction and then electricity. Over the last 20 years he has been working in the financial industry in London. Mr Clair worked at EDF for eight years, then for 12 years at Goldman Sachs where he managed the three energy trading desks in London covering gas, power, emissions, oil and oil products. Mr Clair is also Managing Partner at Mercuria, a global energy and commodity group. Having observed a deep shift towards higher tech and cleaner solutions with very high penetration in the oil and renewable industries, Mr Clair realised that a similar outcome would likely occur in the electric drive sector and, therefore, decided to invest personally in Saietta.
Following Admission, the Board will comprise five Directors, of which two are Executive Directors and three are Non-Executive Directors. The Board considers David Wilkinson and Anthony Gott to be independent Non-Executive Directors under the criteria identified in the QCA Code. The Directors also recognise the importance of sound corporate governance and, following Admission, have taken account of the requirements of the QCA Code to the extent that they consider appropriate having regard to the Company’s size, board structure, stage of development and resources.
The QCA Code recommends that the board of directors should include a balance of executive and non-executive directors, such that no individual or small company of individuals can dominate the board’s decision taking. In the case of a smaller company, such as the Company, the QCA Code recommends that the board should include at least two non-executive directors who are deemed to independent for the purposes of the QCA Code. As noted above, the independent Non-Executive Directors of the Compare are Anthony Gott and David Wilkinson. The Group will hold regular board meetings and the Directors will be responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Directors have, conditional on Admission, established an audit committee, a nominations committee and a remuneration committee with formally delegated rules and responsibilities.
The Remuneration Committee, which will comprise Tony Gott (as chairman), with its members consisting of David Wilkinson and Emmanuel Clair, will meet at least twice each year. The committee will be responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company.
The Audit Committee, which will comprise David Wilkinson (as chairman), with its members consisting of Tony Gott and Emmanuel Clair, will meet not less than twice a year. The committee will be responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Group is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company. The Audit Committee will also consider, manage and report on the risks associated with the Group as well as ensuring the Company’s compliance with the AIM Rules and UK MAR concerning disclosure of inside information.
The Nomination Committee, which will comprise Emmanuel Clair (as chairman), with its members consisting of Tony Gott and David Wilkinson, will meet at least twice each year This committee is responsible for reviewing the structure, size and composition of the Board based upon the skills, knowledge and experience required to ensure the Board operates effectively as well as being responsible for the annual evaluation of the performance of the Board and of individual directors. The Nomination Committee is expected to meet when necessary to do so. The Nomination Committee also identifies and nominates suitable candidates to join the Board when vacancies arise and makes recommendations to the Board for the re-appointment of any Non-Executive Directors.
Country of incorporation and main country of operation
The Company is domiciled in the United Kingdom, which is also its main country of operation, and was incorporated and registered as a private company limited by shares on 10 November 2008 in England and Wales under the Companies Act 2006 with the name Agility Racing Limited and with registration number 06744840. The Company was re-registered as a public company under the name Saietta Group plc on 18 June 2021. The registered office and principal place of business of the Company is Building 210, Heyford Park, Camp Road, Upper Heyford, Oxfordshire, OX25 5HE.
AIM securities in issue and significant shareholders
Saietta Group plc has 85,045,703 Ordinary Shares of £0.0011 each in issue at Admission. Regarding the percentage of securities that is not in public hands, please refer to the below page containing further information.
Details of exchanges
The Company’s Ordinary Shares of £0.0011 each are listed on AIM (LON: SED) and not on any other exchanges or trading platforms.
Details of any restrictions on the transfer of securities
There are no restrictions on the transfer of the Company’s Ordinary Shares.
UK Takeover Code
Saietta Group plc is subject to the UK City Code on Takeover and Mergers (the “City Code”). Under the City Code, if an acquisition of an interest in Ordinary Shares were to increase the aggregate interests of the acquirer and its concert parties to 30 per cent. or more of the voting rights in the Company, the acquirer and, its concert parties would be required to make a cash offer for the outstanding Ordinary Shares at a price not less than the highest price paid for interests in Ordinary Shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered when, except with the consent of the Panel, any person (together with persons acting in concert with him) who is interested in Ordinary Shares which carry not less than 30 per cent. of the voting rights of the Group but does not hold Ordinary Shares carrying more than 50 per cent. of such voting rights, and such person (or person acting in concert with him) acquires any other Ordinary Shares which increases the percentage of Ordinary Shares carrying voting rights in which he is interested.
Corporate Governance and Compliance
As a company which is admitted to trading to AIM, the Company is not required to comply with a particular corporate governance code. However, it is required to provide details of the corporate governance code it has decided to apply and state how it will comply with that code. The Directors support high standards of corporate governance and have decided to comply with the QCA Code and the Company is fully compliant with the QCA Code.
Fieldfisher Secretaries Limited
2 Swan Lane
Nominated Adviser and Sole Broker
Canaccord Genuity Limited
88 Wood Street
Legal advisers to the Company
2 Swan Lane
Patent attorneys to the Company
Reddie & Grose LLP
The White Chapel Building
10 Whitechapel High Street
Auditor and reporting accountant
BDO LLP accountant
55 Baker Street
Financial public relations
200 Aldersgate Street
Share Registrars Limited
27/28 Eastcastle Street