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 19th April 2023.
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.
The Board comprises six Directors, of which two are Executive Directors and four are Non-Executive Directors. The Board considers David Wilkinson, Seshu Bhagavathula and Devyani Vaishampayan 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 Company are Seshu Bhagavathula, Devyani Vaishampayan 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 Devyani Vaishampayan (as chairman), with its members consisting of David Wilkinson, Seshu Bhagavathula 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 Seshu Bhagavathula 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 Devyani Vaishampayan 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 of the Company is Riverbank, 2 Swan Lane, London, EC4R 3TT 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 102,832,147 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
London EC4R 3TT
Nominated Adviser and Sole Broker
Canaccord Genuity Limited
88 Wood Street
London EC2V 7QR
Legal advisers to the Company
2 Swan Lane
London EC4R 3TT
Patent attorneys to the Company
Reddie & Grose LLP
The White Chapel Building
10 Whitechapel High Street
London E1 8QS
Auditor and reporting accountant
BDO LLP accountant
55 Baker Street
Financial public relations
200 Aldersgate Street
Share Registrars Limited
27/28 Eastcastle Street