Exchange
Contribute your shares in a target private company and receive unlocked shaires shares in return. Instant liquidity on otherwise illiquid stock.
The labs racing toward general intelligence. Capital-intensive, compute-bound, and the source of every downstream cash flow in the AI economy.
AI infra, defence and dual-use, fintech rails, enterprise SaaS. Operators deploying frontier AI with 20-40% annual growth.
Accessing a portfolio of private companies historically required more than just a significant amount of capital. Today shaires enables ‘fractionalised like’ access. Institutional investors such as VCs, secondary funds, and single name SPVs ‘cornered’ this market long ago. Retail investors were never allowed in and were used as exit liquidity.
This changes today.
If you hold shares in a private AI company, shaires offers a direct route to liquidity - without a traditional secondary sale. Contribute your private shares to shaires and receive listed, tradeable shaires shares in return.
Contribute your shares in a target private company and receive unlocked shaires shares in return. Instant liquidity on otherwise illiquid stock.
If shaires trades above NAV, contributors capture the premium on day one. Your private shares become listed shares at a potential premium to their underlying value.
No shareholder vote. No SEC review. Fast execution. BVI company board with BVI fairness opinion sufficient for contribution valuation.
shaires’ investment decisions are steered by seasoned market professionals. Private market investing success hinges on expert evaluation. Our professionals have developed their expertise by spotting emerging growth prospects at early stages. They have overseen risk management across extended time periods and successfully operated within private markets throughout various economic cycles.
The Board has decided to apply the Quoted Companies Alliance Corporate Governance Code (the QCA Code).
The Board of shaires has decided to apply the Quoted Companies Alliance Corporate Governance Code (the QCA Code). The QCA Code is a pragmatic and practical corporate governance tool which adopts a proportionate, principles-based approach which the Board believes will enable the explanation of how the Company applies the QCA Code and its overall corporate governance arrangements. The QCA Code is constructed around 10 broad principles, which are set out below, together with an explanation of how the Company complies with each principle, and where it does not do so.
As suggested by the QCA, our Chairman, John Croft made the following statement in relation to corporate governance:
“As Chairman of the Company I lead our Board of Directors and have primary responsibility for ensuring that the Company meets the standards of corporate governance expected of an AIM investing company of our size. Our over-arching role as a Board is to monitor the Company’s progress with its investing policy and to ensure that it is being properly pursued.
We set out below how we as a Board seek to apply the QCA Code, bearing in mind the particular nature of the Company and its business. Being an investing company means we are naturally focused on investment strategy and deploying our cash resources in the most efficient way to produce returns for shareholders in the medium to long term. We intend to take a pragmatic approach to governance structures and processes and whilst retaining a high performance culture at Board level, adopt policies and procedures which we think are appropriate to an investing company on AIM.”
Meets no fewer than twice yearly and prior to any major investment transaction.
Meets no fewer than twice yearly and with the Company’s auditors annually.
Regulatory disclosures, company documents, and shareholder resources. Each section opens a dedicated page.
The below information is disclosed in accordance with AIM Rule 26.
Last updated: 3 June 2026
Answers to the questions we hear most often from prospective shareholders. Tap any question to expand its answer.
shaires is a concentrated, long only investing company that gives public market investors direct exposure to the frontier AI supercycle. The vehicle holds two baskets: a 65% allocation to the labs building frontier models, and a 35% allocation to the operators commercialising that capability across robotics, defence, applied science, energy and quantum adjacent compute.
The structure is designed to give retail investors the same primary and secondary exposure to private AI businesses that has historically been reserved for venture funds, single name SPVs and accredited investors, without the lockups, accreditation gates, or carry of those vehicles.
The Board has adopted the Quoted Companies Alliance Corporate Governance Code (the QCA Code), the standard framework for AIM listed investing companies. The Board comprises John Croft (Executive Chairman) and three Non-executive Directors, Christian Reyntjens, Yunus Olcer (both considered independent) and Nicolas Vassaux.
Two standing committees support oversight: the Investment & Valuation Committee (chaired by Christian Reyntjens) which reviews strategy, asset valuations and portfolio performance prior to every major transaction, and the Audit Committee (chaired by Yunus Olcer, with Nicolas Vassaux as a member) which scrutinises investments, financing structure, risk and internal controls. The Board meets no fewer than six times each year.
shaires runs a concentrated, conviction weighted portfolio of 10–15 private and pre public technology names across two baskets. Basket 01, Builders (65%) holds frontier model positions. Basket 02, Beneficiaries (35%) holds operators capturing the surplus on top of frontier AI across robotics, applied intelligence, defence, applied science, fintech and consumer technology.
Positions are taken directly through primary financings or via the secondary market, sometimes through SPVs. The Company is sector focused on the AI supercycle and adjacent frontier technologies, and pursues a predominantly passive management strategy with the option to negotiate observer or board rights where the size or sensitivity of an investment justifies enhanced oversight.
Anyone with a brokerage account can invest. Because shaires is a publicly listed AIM investing company rather than a private fund, there is no accreditation requirement, no minimum net worth gate, and no 10 year lockup. If your broker can route an order to AIM you can buy or sell SHR shares, from one share upwards, on any day the market is open.
The Company is not directed at any person outside the United Kingdom where doing so would be unlawful, and within the UK the offering is targeted at investment professionals, high net worth entities, and other "Relevant Persons" as defined in the Financial Promotion Order. Shareholders should review the Terms of Access disclaimer before proceeding.
shaires charges 0% management fees and 0% performance fees. Total operating expenses are capped near 1% of NAV, covering audit, custody, registrar, listing and regulatory costs.
For context, comparable listed private tech vehicles charge meaningfully more, Destiny Tech100 runs at roughly 5.0% all in, and Stack Capital charges around 4.3% plus 15% carry. The fee structure is designed so the compounding return of the underlying portfolio flows through to shareholders rather than being eroded by recurring management drag.
Yes. shaires ordinary shares trade on the AIM Market of the London Stock Exchange under the ticker SHR, in GBX. The Company is incorporated in the British Virgin Islands and is regulated as an AIM listed investing vehicle under AIM Rule 26.
Key instrument identifiers: ISIN VGG4S09E1392, SEDOL BWM2159, nominal USD 0.0001 ordinary shares, with 1,076,019 shares currently in issue and no shares held in treasury. There are no restrictions on the transfer of securities. Live and historic share price data is available through London Stock Exchange, ADVFN, Proactive Investors and Yahoo Finance, links are on the Share Price page in the Investors section.
shaires’ shares trade like any other listed equity. Because the wrapper is publicly listed on AIM, you can buy or sell SHR at any point during market hours through your existing broker, there are no 10 year lockups, no gating, and no notice periods. Sell sizes start at one share.
Beyond that, the Company has plans for tokenisation of the share class to enable 24/7 secondary trading once the regulatory framework is in place, extending the underlying liquidity profile beyond traditional exchange hours.
shaires is actively sourcing primary and secondary exposure to the names above. If you are a company, early investor, employee, or fund with allocation in the frontier AI ecosystem, we would like to hear from you.
For founders, employees, and early backers of frontier AI labs and beneficiary operators, structured, discreet, and priced to close.
Structured exposure for institutions and family offices aligned with the thesis, concentrated, long duration, and underwritten deal by deal.
Investors / 01
Key dates for the Company's financial year, reporting periods, and investor communications.
| Event | Month |
|---|---|
| Quarterly NAV and Portfolio Update | Generally 30 days after Quarter end |
| Annual Report and Audited Consolidated Financial Statements | June |
| Annual General Meeting | August |
| Interim Results and Unaudited Consolidated Financial Statements | August |
All dates are indicative and subject to change. Confirmed dates are announced via RNS in advance.
Investors / 02
shaires (SHR) is quoted on the AIM Market of the London Stock Exchange and is focused on seeking the best risk adjusted returns globally. The Company will provide financing globally, with a primary focus on mid to late stage companies in the Technology sector.
We have elected to be regulated as a London AIM listed vehicle. Our common stock is publicly traded on AIM, London Stock Exchange, under the ticker symbol “SHR”.
The investing policy of shaires is the following:
The Company’s objective is to generate superior long-term capital appreciation for shareholders by acquiring and holding equity stakes – principally through in-kind share contributions and secondary market transactions – in high-growth private companies, with a particular focus on late-stage technology, space, and innovation-led businesses operating globally.
The Company may invest in any or all of the following:
There is no restriction on sector, geography, or stage of development, though the Company will prioritise opportunities in technology, space exploration, financial services, clean energy, and related innovation-driven sectors globally.
The Company’s use of derivative instruments is limited to the purposes, instruments and counterparties set out in paragraph 5 (Gearing and Derivatives) below. The Company should not be permitted to use derivative structures to materially increase the risk the Company takes executing these investments.
The Company will pursue a concentrated, high-conviction investment strategy. The Board believes that exceptional risk-adjusted returns are best achieved through focused positions in a small number of businesses with compelling growth profiles, rather than broad diversification.
The Company will primarily source investments through:
Investments are intended to be held on a medium-to-long-term basis (typically 3–10 years), with realisation expected through IPO, strategic sale, or secondary market disposal. The Company is not subject to a fixed life and is not required to return capital to shareholders within any defined timeframe, unless the Board determines otherwise.
The Company will pursue a predominantly passive management strategy. However, on a case-by-case basis, it may seek to secure additional governance rights – such as observer or board appointments – where circumstances or specific assets justify enhanced oversight.
The Company operates a deliberately concentrated investing policy and does not impose any mandatory minimum diversification requirement.
The Company’s investment strategy is focused on building a concentrated portfolio of equity stakes in a select group of primarily private, late-stage companies that the Board believes are best positioned to achieve global market leadership. While the Company aims over time to hold a diversified portfolio of such investments, the Board recognises that the universe of companies with the potential to achieve or sustain that level of scale is extremely narrow, and the Board focuses on the small number of businesses it considers the clearest candidates at this time.
Accordingly, the Company’s approach prioritises maximising exposure to these select opportunities, even where this results in a highly concentrated portfolio. During the Investment Period, the Company is permitted to commit up to 75% of its net asset value to a single company, security, or investment. This window is intended to accommodate in-kind contribution transactions and initial portfolio construction, during which time the Company expects to be actively building its broader investment portfolio alongside any dominant single position. Notwithstanding the Investment Period the Company is still under an obligation to deploy the majority of the £6m raised on 9 February 2026 and substantially implement its Investing Policy.
Following the expiry of the Investment Period, no new investment may result in a single position exceeding 50% of net asset value at the time of commitment. For the avoidance of doubt, this limit applies at the point of investment only – existing positions may exceed 50% of net asset value as a result of subsequent valuation mark-ups without constituting a breach of this policy.
Investors should be aware that, as a result of this approach, a single holding may at any time constitute the substantial majority of, or effectively the entirety of, the Company’s portfolio by value.
The Company is required to maintain a minimum of five investments following the expiry of the Investment Period. There is no limit to the number of investments the Company may undertake.
No minimum or maximum allocation is prescribed for any sector, geography, currency, or asset class.
The Company acknowledges that, following a significant in-kind contribution transaction, the resulting position may represent a substantial majority of the Company’s total assets. The Board considers this consistent with and expressly permitted by this investment policy and does not constitute a departure from it.
The Company may employ leverage at the Company level and/or through special purpose vehicles. The Board may borrow, or cause subsidiaries to borrow, for investment purposes. Aggregate net borrowings shall not exceed 50% of net asset value at the time of drawdown, though this limit may be exceeded temporarily in connection with the completion of a specific investment and shall be reduced to within the limit within 12 months of such exceedance.
Use of derivatives:
The Company may enter into derivative instruments only for the following purposes:
Permitted instruments are limited to forward foreign exchange contracts, interest rate swaps entered into with an investment grade counterparty, and listed options. The Company shall not enter into contracts for difference, total return swaps, or any other instrument that creates synthetic, leveraged or unfunded exposure.
The Company shall not use derivative instruments:
The Company may invest alongside affiliated entities, co-sponsors, and strategic partners, and may hold interests indirectly through special purpose vehicles, holding companies, or co-investment vehicles established for the purpose of holding a specific investment. Cross-holdings within group structures established to facilitate investment will not be treated as separate investments for the purposes of concentration calculations.
Where the Company issues its own shares as consideration for interests in other companies, such cross holdings can be a significant majority, but not more than 75%, of Company’s issued shares in aggregate during the Investment Period.
The Company shall not:
There are no further investment restrictions. The Board reserves the right to make investments in any asset class, geography, sector, or structure not expressly prohibited above.
The Company is primarily focused on capital growth and does not currently intend to pay a dividend in the immediate future. The Board may, at its discretion, declare a dividend if circumstances warrant.
As the portfolio of the Company matures and various of its holdings experience liquidity events, such as strategic sales, IPOs or mergers, the Company intends to distribute such windfall gains with its shareholders in the form of dividends or share buy-backs as the primary focus of the Company is to provide exposure to private late-stage companies.
The Company has no fixed wind-up date and is not required to return capital to shareholders within any prescribed period.
Pending deployment into investments, the Company’s cash may be held in interest-bearing accounts, money market funds, short-dated government securities, or other low-risk liquid instruments. There is no minimum cash reserve requirement, and the Company may be fully invested at any time.
Investors / 03
Live and historical share price information for the Company's ordinary shares (SHR), including share graph, share data, and performance views.
Listing details
Instrument
ISIN: VGG4S09E1392
SEDOL: BWM2159
Nominal: USD 0.0001 ordinary shares
Shares in issue: 1,076,019
Live data & charts
Live and historical share price data for SHR is available from the following independent providers:
SHR share price information is supplied by the London Stock Exchange and independent market data providers and is delayed at least 15 minutes. For a fully branded live chart embed, a dedicated Euroland IR “Share Graph” subscription (with its SolutionID) can be added to this page once the IR provider switchover is finalised.
Investors / 04
The Company is incorporated in the British Virgin Islands in compliance with BVI law.
| Country of incorporation | British Virgin Islands |
|---|---|
| Governing law | BVI law |
Investors / 05
As shaires is incorporated in the BVI, it is not subject to the UK City Code on Takeovers and Mergers.
Investors / 06
The Company is incorporated in the British Virgin Islands (BVI), and so the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
The Company's securities are traded on the AIM Market, London Stock Exchange. The Company's securities are not traded on any other exchanges.
The new total number of ordinary shares in issue is 1,076,019, with no shares held in treasury.
There are no restrictions on the transfer of securities.
As far as the Company is aware, the following persons are interested in 3% or more of the issued share capital of the Company:
| Shareholder | Ordinary shares | % of issued share capital |
|---|---|---|
| Bariç Çakmakçi | 250,000 | 23.23% |
| NOIA Capital (DIFC) Ltd. | 200,000 | 18.59% |
| FEY AG | 120,000 | 11.15% |
| Askin Gur | 100,000 | 9.29% |
| United First Partners Holding LLC | 80,000 | 7.43% |
| Alexandre Hurbain | 50,000 | 4.65% |
| HDG MARYSA Beteiligungs GmbH | 50,000 | 4.65% |
| Stephane Mardel | 40,000 | 3.72% |
The percentage of shares not in public hands (as defined in the AIM Rules for Companies) is 52.97%, updated as of 9 February 2026.
Investors / 07
The Company's registered office and professional advisors, disclosed pursuant to Rule 26 of the AIM Rules for Companies.
Registered Office
Commerce House, Wickhams Cay 1
PO Box 3140
Road Town
Tortola
British Virgin Islands VG1110
Legal adviser to the Company as to English law
Troutman Pepper Locke (UK) LLP
Second Floor
201 Bishopsgate
London
EC2M 3AB
Company Secretary
Conyers Trust Company (BVI) Ltd.
Commerce House, Wickhams Cay 1
PO Box 3140
Road Town
Tortola
British Virgin Islands VG1110
Legal adviser to the Company as to B.V.I. law
Conyers Dill & Pearman
Romasco Place, Wickhams Cay 1
PO Box 3140
Road Town
Tortola
British Virgin Islands VG1110
Company Website
Auditors and Reporting Accountants
PKF Littlejohn LLP
15 Westferry Circus
London
E14 4HD
Nominated Adviser
Zeus Capital Ltd.
124 Old Broad Street
London
EC2N 1AR
Nominated Capital Raising Partner
NOIA Capital (DIFC) Ltd.
608, Index Tower
DIFC
Dubai
UAE
Registrars
Computershare Investor Services (BVI) Ltd.
Woodbourne Hall
PO Box 3162
Road Town
Tortola
British Virgin Islands
Corporate Broker
Zeus Capital Ltd.
124 Old Broad Street
London
EC2N 1AR
Depositary Interest Registrars
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZY
The above information has been disclosed pursuant to Rule 26 of the AIM Rules for Companies.
Investors / 08
Key corporate documents, shareholder communications, circulars, notices of meeting, and admission documents. Click any row to open the PDF in a new tab.
| Date | Document | Action |
|---|---|---|
| 22/05/2026 | shaires, Circular re New Investing Policy & Share Combination | Download |
| 16/01/2026 | Amended and Restated Memorandum of Association (2026 GM) | Download |
| 22/12/2025 | shaires, 2026 GM Circular (Zeus) | Download |
| 13/10/2025 | shaires, Circular and Notice of General Meeting (NOIA Subscription) | Download |
| 13/10/2025 | Blank Form of Proxy, October 2025 | Download |
| 20/03/2025 | Blank Form of Proxy | Download |
| 19/03/2025 | shaires, 2024 AGM Circular | Download |
| 11/04/2024 | Proposed Disposal of Legacy Assets & Restructuring Circular | Download |
| 15/05/2023 | Q1 HFRF Fixed Return SubClasses | Download |
| 04/05/2023 | Notice of 2022 Annual General Meeting | Download |
| 03/05/2023 | Blank Form of Proxy | Download |
| 26/02/2023 | 2023 Amended and Restated Memorandum of Association and Articles of Association | Download |
| 23/02/2023 | 2023 General Meeting Voting Results | Download |
| 31/01/2023 | Circular and Notice of General Meeting | Download |
| 14/09/2021 | 2021 AGM Voting Results | Download |
| 12/08/2021 | Notice of Annual General Meeting 2021 | Download |
| 22/04/2021 | Valuation Policy | Download |
| 21/01/2021 | Key Information Document | Download |
| 18/01/2021 | Amended and Restated Memorandum of Association and Articles of Association | Download |
| 22/07/2020 | Notice of Annual General Meeting 2020 | Download |
| 22/07/2020 | Notice of Annual General Meeting 2019 | Download |
| 17/07/2020 | Open Offer, Placing and Notice of GM | Download |
| 17/07/2020 | Open Offer Application Form | Download |
| 17/07/2020 | Notice of General Meeting 2020 | Download |
| 20/05/2020 | Company Presentation May 2020 | Available on request |
| 14/11/2019 | Rescheduled Annual General Meeting 2019 | Download |
| 18/07/2019 | Rescheduled Annual General Meeting 2019 | Download |
| 25/06/2019 | Key Information Document | Download |
| 23/07/2018 | Notice of Annual General Meeting 2018 | Download |
| 05/04/2018 | Proposed Disposal of Certain Assets and Notice of General Meeting | Download |
| 25/05/2017 | New Investment Strategy and Change of Investment Manager | Download |
| 17/02/2014 | Memorandum of Association and Articles of Association | Download |
| 29/01/2014 | Admission Document dated 30 January 2014 | Download |
| 29/09/2009 | Admission Document dated 30 September 2009 | Download |
Complete public record
All UK-listed companies file their regulated documents with the FCA's National Storage Mechanism. The button below opens the official NSM record filtered to shaires Holdings — every circular, annual report, prospectus and notice is listed in chronological order and updated automatically as new filings are submitted.
View all filings on the FCA NSM View all filings on the FCA NSMDocuments are published on this page as they become available and are also announced via RNS where required. Older items marked “Available on request” can be obtained by contacting the Company Secretary.
Investors / 09
Annual reports, interim reports and financial results published by the Company since 2009. All reports are provided in English unless otherwise marked. Historical filings from our Hong Kong listing period also include Traditional Chinese versions.
| Date | Document | Action |
|---|---|---|
| 27/04/2026 | 2025 Annual Report (English Version) | Download |
| 21/09/2025 | Interim Results for the six months ended 30 June 2025 | Download |
| 03/07/2025 | 2024 Annual Result English Version | Download |
| 28/06/2024 | 2023 Annual Result English Version | Download |
| 29/09/2023 | 2023 Interim Report (English Version) | Download |
| 25/05/2023 | 2022 Annual Results English version | Download |
| 22/09/2022 | 2022 Interim Report (English Version) | Download |
| 30/06/2022 | 2021 Annual Report (English Version) | Download |
| 19/09/2021 | 2021 Interim Report (English Version) | Download |
| 25/06/2021 | 2020 Annual Report (English Version) | Download |
| 21/08/2020 | 2020 Interim Report (English Version) | Download |
| 18/05/2020 | 2019 Annual Report (English version) | Download |
| 04/09/2019 | 2019 Interim Report (English Version) | Download |
| 20/06/2019 | 2018 Annual Report (English Version) | Download |
| 13/09/2018 | 2018 Interim Report (English Version) | Download |
| 25/06/2018 | 2017 Annual Report (English Version) | Download |
| 24/09/2017 | 2017 Interim Report (English Version) | Download |
| 29/06/2017 | 2016 Annual Report (English Version) | Download |
| 11/09/2016 | 2016 Interim Report (English Version) | Download |
| 27/06/2016 | 2015 Annual Report (English Version) | Download |
| 17/09/2015 | 2015 Interim Report (English Version) | Download |
| 21/06/2015 | 2014 Annual Report (English Version) | Download |
| 25/09/2014 | 2014 Interim Report (English Version) | Download |
| 18/06/2014 | 2013 Annual Report (English Version) | Download |
| 25/09/2013 | 2013中期報告(中文版) | Download |
| 25/09/2013 | 2013 Interim Report (English Version) | Download |
| 27/06/2013 | 2012年報(中文版) | Download |
| 27/06/2013 | 2012 Annual Report (English Version) | Download |
| 27/09/2012 | 2012中期報告(中文版) | Download |
| 27/09/2012 | 2012 Interim Report | Download |
| 27/06/2012 | 2011年報(中文版) | Download |
| 27/06/2012 | 2011 Annual Report (English Version) | Download |
| 22/09/2011 | 2011 Interim Report | Download |
| 25/06/2011 | 2010年報(中文版) | Download |
| 25/06/2011 | 2010 Annual Report (English Version) | Download |
| 26/09/2010 | 2010 Interim Report | Download |
| 28/06/2010 | 2009 Annual Report | Download |
| 29/09/2009 | 2009 Interim Report | Download |
| 29/09/2009 | 2009 Financial Report & Accounts | Download |
Documents are published on this page as they become available and are also announced via RNS where required. For archived items, please contact the Company Secretary.
Investors / 10
All price sensitive and regulatory announcements are released via the Regulatory News Service (RNS) of the London Stock Exchange. RNS releases are available from 08 March 2010 and can be searched by keyword, date range, year, or announcement type.
Regulatory announcements supplied by Euroland IR. If the embed does not load, please visit the Euroland IR RNS feed directly.
Investors / 11
The Board has decided to apply the Quoted Companies Alliance Corporate Governance Code (the QCA Code).
The QCA Code is a pragmatic and practical corporate governance tool which adopts a proportionate, principles based approach which the Board believes will enable the explanation of how the Company applies the QCA Code and its overall corporate governance arrangements. The QCA Code is constructed around 10 broad principles which are set out below together with an explanation of how the Company complies with each principle, and where it does not do so, an explanation for that.
As suggested by the QCA, our Executive Chairman, John Croft, makes the following statement in relation to corporate governance:
“As Chairman of the Company I lead our predominantly Non-executive Board of Directors and have primary responsibility for ensuring that the Company meets the standards of corporate governance expected of an AIM investing company of our size. Our over arching role as a Board is to monitor the Company's progress with its investing policy and to ensure that it is being properly pursued.
We set out below how we as a Board seek to apply the QCA Code, bearing in mind the particular nature of the Company and its business. Being an investing company means we are naturally focused on investment strategy and deploying our cash resources in the most efficient way to produce returns for shareholders in the medium to long term, balancing the potential risks and rewards of each investment. We have a rigorous investment process including third party legal, commercial and financial due diligence, management meetings and independent valuations where relevant. We therefore intend to take a pragmatic approach to governance structures and processes and whilst retaining a high performance culture at Board level, adopt policies and procedures which we think are appropriate to an investing company on AIM.”
Deliver Growth
Section 1
Principle
The Board must be able to express a shared view of the company's purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long term. It should demonstrate that the delivery of long term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long term future.
Compliance
The Company provides equity and credit funding to growth stage and frontier technology companies, with a focus on artificial intelligence model builders and the operators commercialising AI capability. It will do this through investing in direct financings, primary and secondary private placements, growth private equity, event driven special situations and indirect financing.
The Company is sector focused on the AI supercycle and adjacent frontier technologies in its investment activities.
New investments will be managed actively, including through appropriate investor protections which will be negotiated on each transaction as appropriate and relevant.
The Company will consider using debt to finance transactions on a case by case basis and may assume debt on its own balance sheet when appropriate to enhance returns to Shareholders and/or to bridge the financing needs of its investment pipeline.
The Board together with the Investment Manager continually monitor the prevailing investment climate, macro economic conditions affecting the global technology sector and other macro factors which will influence and in some cases hinder the ability for the Company to execute its strategy, for example regulatory and governmental policy changes.
Section 2
Principle
Directors must develop a good understanding of the needs and expectations of all elements of the company's shareholder base. The Board must manage shareholders' expectations and should seek to understand the motivations behind shareholder voting decisions.
Compliance
The Board is aware of the need to protect the interests of minority shareholders, and balancing these interests with those of the majority shareholder. The Board also considers the terms of the relationship agreement the Company has entered with its largest shareholder and where necessary will enforce any relevant terms.
The Company holds regular investor events in London and Dubai, where the Chairman, other members of the Board and the Investment Manager update attendees on key developments in the portfolio. All shareholders are invited to attend these events. The Chairman is principally responsible for shareholder liaison.
The Company regularly updates the market via its RNS news feed of any disclosable matters and where appropriate, also uses social media platforms to engage with a wider audience.
The Company publishes all relevant materials, according to QCA definitions, on its website. This includes annual reports and shareholder circulars.
Section 3
Principle
Long term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The Board needs to identify the company's stakeholders and understand their needs, interests and expectations.
Where matters that relate to the company's impact on society, the communities within which it operates or the environment have the potential to affect the company's ability to deliver shareholder value over the medium to long term, then those matters must be integrated into the company's strategy and business model.
Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.
Compliance
The balance of economic value to the Group and social impact is carefully considered, not only throughout the due diligence for any potential investments, but also through on going monitoring by way of periodical site visits to the invested projects, with the maintenance of high environmental standards being a key priority. The Board is conscious of its responsibilities in relation to society, particularly in the context of frontier AI's broader implications.
The key resources for the Company are principally the Investment Manager and the Company's advisory team, including its nominated adviser, brokers, solicitors and auditors. The Investment Manager and therefore the Company rely on a network of intermediaries to originate investment deal flow. The Board speaks to the advisory team on a regular basis and takes feedback from it throughout the year but in particular in relation to compliance with the AIM Rules and their impact on its investments, from the nominated adviser and solicitors and in relation to accounting matters including net asset value and the annual audit, from the auditors.
Section 4
Principle
The Board needs to ensure that the company's risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company's supply chain, from key suppliers to end customer.
Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).
Compliance
Effective risk management in relation to the Company's portfolio is key to the Board's assessment of the Investment Manager's performance. Measuring risk in each investment case, in terms of both how it can be mitigated and the potential upside of taking on such risk, are critical elements of the analysis produced by the Investment Manager and reviewed by the Board on each proposed investment. Similarly in conducting the managed disposal programme, the Board is focused on achieving the best possible value for the assets being disposed of, whilst at the same time assessing the risk of maintaining those positions with the potential for further value to be eroded at the same time as requiring additional time to be spent by the Board and Investment Manager.
Maintain a Dynamic Management Framework
Section 5
Principle
The Board members have a collective responsibility to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Chairman.
The Board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.
The Board should have an appropriate balance between Executive and Non-executive Directors and should have at least two independent Non-executive Directors. Independence is a board judgement.
The Board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.
Directors must commit the time necessary to fulfil their roles.
Compliance
The Board consists of one Executive Chairman and four Non-executive Directors, supported by an Executive management team comprising the Chief Executive Officer and Chief Financial Officer.
John Croft serves as Executive Chairman, with primary responsibility for applying the QCA Code. Christian Reyntjens, Yunus Olcer and Nicolas Vassaux serve as Non-executive Directors. Christian Reyntjens and Yunus Olcer are considered independent.
Each Director is engaged on a 12 month contract with 3 months' notice on either side and is required to commit to a minimum of 2 days per calendar month.
Director attendance at Board meetings will be reported in the Company's next Annual Report.
The Board is supported by an Investment & Valuation Committee (chaired by Christian Reyntjens) and an Audit Committee (chaired by Yunus Olcer, with Nicolas Vassaux as a member).
The Board receives detailed investment papers from the Investment Manager in relation to any asset which is either recommended for investment or disposal, including an executive summary of the due diligence findings, results of site visits and management meetings (including an assessment of the investee company's management team), key financial metrics, key risk factors, the potential returns available, security for the investment and the type of instrument to be used.
Section 6
Principle
The Board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The Board should understand and challenge its own diversity, including gender balance, as part of its composition.
The Board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.
As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change.
Compliance
Directors who have been appointed to the Company have been chosen because of the skills and experience they offer. The identity of each Director and his full biographical details are provided on the website, which include each Director's relevant experience, skills, personal qualities and capabilities. The current team of Directors offer a mix of investment, quoted company, sector and geographical expertise and exposure.
The Board has not taken any specific external advice on a specific matter, other than in the normal course of business as an AIM quoted company and in pursuance of the investment policy. There are no internal advisers to the Board. The Directors rely on the Company's advisory team to keep their skills up to date and through attending market updates and other seminars provided by the advisory team, the London Stock Exchange plc and other intermediaries.
The Investment Manager is the key external adviser to the Board.
Section 7
Principle
The Board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual Board members.
The Board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.
It is healthy for membership of the Board to be periodically refreshed. Succession planning is a vital task for Boards. No member of the Board should become indispensable.
Compliance
The Board comprises an Executive Chairman, Non-executive Directors and an Executive management team. Board performance and oversight is shared between the Chairman, the Executive team and other stakeholders, particularly shareholders.
Events are held with shareholders where feedback on the Company's progress is sought on a regular basis, and this interaction provides valuable input on Board performance. Advice is also sought on Board composition on an ongoing basis from the Company's NOMAD.
The composition of the Board is reviewed regularly and changes made where appropriate. As size of the portfolio grows, the Company may look to broaden its skills and experience base by the appointment of additional Directors and/or advisors in due course.
The Board does not currently carry out a formal review process; this will be reassessed as the Company scales.
Section 8
Principle
The Board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and source of competitive advantage.
The policy set by the Board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company.
The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.
Compliance
The Board is focused on investment returns for its shareholders and will at all times seek to make ethical investments, but this is not the sole investment focus or determinant for an asset being included in the portfolio. As discussed above, given the Company is an investing company with a small operational footprint, the Board influences corporate culture primarily through its capital allocation decisions and its choice of portfolio companies.
Section 9
Principle
The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:
Compliance
This website page provides full disclosure on the Company's corporate governance. Please note earlier commentary on the nature of the Board and the structure of its standing committees. The Board will continue to monitor this and depending on the growth of the Company and further directors being appointed, this may change over time. There are no immediate plans to make any changes to the governance processes and framework which are described in the commentary above.
The Chairman has overall responsibility for shareholder liaison. None of the other Board members have any specific responsibilities in this regard.
There are no specific matters reserved for the Board.
Build Trust
Section 10
Principle
A healthy dialogue should exist between the Board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company.
In particular, appropriate communication and reporting structures should exist between the Board and all constituent parts of its shareholder base. This will assist:
Compliance
The Board attaches great importance to providing shareholders with clear and transparent information on the Group's activities, strategy and financial position. Details of all shareholder communications are provided on the Company's website, including historical annual reports and governance related material together with notices of all general meetings for the last five years. The Company discloses outcomes of all general meeting votes.
The Company has appointed a professional Financial Public Relations firm with an office in London to advise on its communications strategy and to assist in the drafting and distribution of regular news and regulatory announcements. Regular announcements are made regarding the Company's investment portfolio as well as other relevant market and regional news.
The Company lists contact details on its website and on all announcements released via RNS, should shareholders wish to communicate with the Board.
Investors / 12
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