About Phimedix (the "Company")

 

On 12th March 2020 trading commenced in the new ordinary shares of the Company following a change of name from Zibao Metals Recycling Holdings Plc, a disposal of its only subsidiary, a share capital reorganisation, share buyback, placing and new investment.

 

The above action was part of a process following which the Company became an AIM Rule 15 cash shell with plans to put in place a new investment policy and strategy.  This strategy was updated on the 7th May 2020 whereby it was disclosed that the Company was considering opportunities related to technology and life sciences. Further news in relation to this change of focus will be disclosed in future announcements once available.  For the present, the directors have not identified any investment opportunities which they have resolved to pursue.

 

The entire details of all the above changes can be found in a Circular dated 14th February 2020 which is attached below and also summarised in RNS announcements made on the same day with a further update announced on the 11th and 12th March 2020.

Business Description

For now, the business is described as being a cash shell as set out above in About Phimedix

 

INVESTORS

The Directors look forward to providing investors with future updates as they ocurr. These will be announced in accordance with the AIM Rules for Companies and until then, nothing more can be disclosed.  This section will evolve as news emerges.  Please also refer to the Investor Section for detailed information about the Company.

 

Corporate Governance 

The Board of the Company recognises the importance of sound corporate governance and applies the Quoted Companies Alliance Code 2018 (QCA Code) which it believes is the most appropriate recognised governance code for companies with shares admitted to trading on AIM.  It is believed that the QCA Code provides the Company with the framework to help ensure that a strong level of governance is maintained enabling the Company to embed the governance culture that exists within the organisation as part of a need to build a successful and sustainable business for all its stakeholders.

 

The QCA Code has ten principles of corporate governance which the Company is committed to applying within the foundations of the business. These principles are as follows:

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

2. Seek to understand and meet shareholder needs and expectations.

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

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

5. Maintain the Board performance based on clear and relevant objectives, seeking continuous improvement.

6. Ensure that between them, the directors have the necessary experience, skills and capabilities.

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

8. Promote a corporate culture which is based on ethical values and behavious.

9. Maintain governance structures and processes which are fit for purpose and support good decion making by the Board.

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

 

 

CONTACT

Please send an email to the Directors using this address: nelson@nexfin.org.uk

 

 INVESTOR SECTION

 

This section will periodically be updated and amended as it should under the AIM Rules for companies.

 

The website was last updated on 14th September 2020

 

AIM Rule 26

In February 2007, AIM Rule 26 was introduced which stated that each AIM company must maintain a website within which the following information should be available to view free of charge:

 

Business Description and its investing policy if applicable.

As set out in the Home page.

 

Country of incorporation and its main country of operation.

Incorporated in England and Wales with England as its country of operations

 

Details of any other exchanges or trading platforms on which the company has applied or agreed to have its securities traded or admitted

None

 

Advisers

Nominated Adviser (NOMAD): Spark Advisory Partners Limited, 5 St John's Lane, London EC1M 4BH

Corporate Stockbroker: SI Capital. London Office: 13 Hanover Square, London W1S 1HN

 

Ordinary Shares in Issue

34,400,481 ordinary shares of £0.001

 

Warrants in Issue

16,959,615 exercisable at 0.1p each, within 12 months of issue

 

Restrictions over shares

None

 

Percentage of shares in public hands

98%

 

Significant Shareholders above 3% excluding directors as shown on the shareholder register

 

Shareholder Ordinary £0.001 shares

Percentage of ordinary

shares in issue 

JIM Nominees Ltd Des: JARVIS

           11,095,496 32.3% 
Spreadex Limited 8,951,057 26.0%
Ferlim Nominees Ltd Des: Pooled 4,884,326 14.2%
Lynchwood Nominees Limited Des:2006420 2,125,538 6.2%

 

Of the above shareholders, any underlying shareholders as disclosed to the company

 

Mr Ali Mortazavi

                               2,650,378                7.7%

Mr David Norwood

2,891,923    8.41%

Spreadex Ltd under spreadbet arrangement for

Mr Christopher Potts                              

9,226,057 26.82%

Mr Alex Snow

4,869,936 14.20%

 

Mr Steven Metcalf

1,355,770 3.94%

Mr Adam Reynolds

1,355,770 3.94%

 

Directors Share and Warrant interests

 

Director Ordinary £0.001 Shares Warrants at £0.001
Nicholas Nelson    678,365* 339,182*
Ajay Rajpal None None

 *Held in a SIPP under WB Nominees Ltd

 

Directors summaries and duties

 

The principal duties of the two directors below is to maintain the Company's reporting and disclosure obligation. As time progresses, their duties will extend to the implementation of an acquisition or investing policy.

 

The Directors are committed to following the QCA guidlines on corporate governance which will include the installation of the various corporate governance committees.

 

The Company is subject to the UK City Code on Takeovers and Mergers.

 

Ajay Kumar Rajpal, age 50. Director

 

A Chartered Accountant qualifying with Arthur Andersen and a member of the Institute of Chartered Accountants in England and Wales. Mr Rajpal has a background in cross-border mergers and acquisitions, financial management and corporate recovery.

 

Nicholas Christian Paul Nelson, age 55. Director

 

Commenced his career as a securities dealer on the floor of the London Stock Exchange in 1985. This developed into a 13 year career in investment management.  In 1998 he moved into the Financial PR industry and over 14 years, handled the corporate communications matters to smaller quoted companies operating in multiple sectors. During this period, Nicholas handled the Financial PR aspects of some 150 AIM and NEX IPOs.  He has held directorships with six AIM-quoted companies and two NEX Exchange companies and is currently Chief Executives of NEX listed SulNOx Group Plc. Nicholas has considerable hands on experience of all day to day matters relating to shareholder reporting, PLC management, sales and strategy.

 

 

Constitutional and Shareholder Documents

 

Constitutional Documents

File: IncorporationDocs2013.pdf

File: Admission_DocumentJune2014.pdf

File: ZibaoMetals-CircularandNoticeofGM14Feb2020.pdf

File: NameChangeCertificatetoPhimedix9March2020.pdf

File: PhimedixNewArticlesofAssociationMarch2020.pdf

 

Annual Reports and Accounts

File: AnnualReporttoMarch2014.pdf

File: AnnualReporttoMarch2015.pdf

File: AnnualReporttoMarch2016.pdf

File: AnnualReporttoMarch2017.pdf

File: AnnualReporttoMarch2018.pdf

File: AnnualReporttoMarch2019.pdf

 File: PhimedixPlcReportandAccountsSept2020.pdf

 

AGM Notices and Proxy forms

File: AGMNotice2020.pdf

File: AGMProxyOct2020.pdf

 

Interim Reports

File: 20191230InterimResults.pdf

File: 2018122InterimResults.pdf

File: 2017122InterimResults.pdf

 

Announcements from 1st January 2020

File: 20200214 Disposal of Masterpiece Enterprises Limited.pdf

File: Result of General Meeting 9March2020.pdf

File: Result of Annual General Meeting 9March2020.pdf

File: Change of Name 9March2020.docx.pdf

File: UPDATE-10March2020.docx.pdf

File: Ali Mortazavi.TR-1 15 March 2020pdf

File: David Norwood TR-1 16 March2020.pdf

File: Alex SnowTR-1 17 March2020.docx.pdf

File: Chris PottsTR-1 17 March2020.docx.pdf

File: Spreadex TR-1 18 March2020.doc.pdf

File: Steven MyersTR-1 19 March 2020.pdf

File: Steven Metcalf TR-1 23March 2020.docx.pdf

File: Adam Reynolds TR-1 26March 2020.docx.pdf

File: DavidNorwoodTR-17May2020.pdf

File: PHM-PhimedixUpdate7May2020FINAL.pdf

File: AliMortazaviTR-17May2020.pdf

 File: PHM-RNS-FinalResultsandAR15update.docx.pdf

File: AliMortazaviTR-110Sept2020.pdf 

File: AliMortazaviTR-111Sept2020.docx.pdf

File: PHM-RNS-NoticeofAGM-11September2020.pdf

File: Noticeofsuspension14thSept2020.pdf

File: StevenMyersTR-114Sept2020.pdf

File: AliMortazaviTR-114Sept2020.pdf

 

 

Announcements prior to January 2020 - link to Phimedix Plc's announcements page on the London Stock Exchange website

 

https://www.londonstockexchange.com/exchange/prices-and-markets/stocks/exchange-insight/company-news.html?fourWayKey=GB00BGP6NY91GBGBXASQ1