Welcome to the IQGeo Investor Relations pages
RECOMMENDED CASH ACQUISITION OF IQGEO GROUP PLC ("IQGEO") BY GEOLOGIST BIDCO LIMITED ("BIDCO") a newly formed company wholly-owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR")
to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
Summary
The boards of Bidco and IQGeo are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of IQGeo (the "Acquisition").
Read the full RNS announcement.
For media enquiries, please contact:
Neil Bennett, H/Advisors Maitland - iqgeo@h-advisors.global
IQGeo (AIM: IQG) Telecommunications and utility operators are “Building better networks” with IQGeo’s award-winning software solutions. The ability to powerfully model any network requirement, integrate every system and data source, and support field and office teams with continual innovation is helping operators create the networks of the future. Our solutions ensure greater cross-team collaboration and process efficiency throughout the network lifecycle, from planning and design to construction, operations, and sales.
Whether it’s highly competitive fiber and 5G broadband rollouts or complex utility grid modernization projects, customers trust IQGeo’s enterprise solutions, OSPInsight fiber management, and Comsof automated design software. We partner with large multinationals and smaller regional operators to deliver the digital innovation they need to increase network resilience, operational safety, and business ROI.
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The IQGeo™ brand was launched in January 2019 after the RTLS business line and Ubisense brand was sold to Investcorp Technology Partners. Shares in the company previously traded as Ubisense Group plc (AIM:UBI) are now traded under the name IQGeo Group plc (AIM: IQG).
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A key differentiator for IQGeo is our ability to provide a single common software platform that supports the entire lifecycle of our customers’ networks. With the acquisitions of OSPInsight in 2020 and Comsof in 2022 and the innovative organic growth of our software, we have established a distinctive market position. Unlike most of our competitors, IQGeo can deliver a solution that begins with high-level network planning and continues through construction, operations, maintenance and disaster response.
A single common platform joins up operational processes for greater efficiency and reduces the complexity and expense of integrating applications from different disconnected vendors. The vision of providing our customers with a fully integrated network lifecycle solution that is built upon a geospatial network digital twin has been fundamental to our success and will continue to drive our business in the future.
Our strategy
In order to consistently direct our resources and measure the ongoing success of the business, IQGeo remains focused on tracking our progress against three top-line business goals that were initially established in January of 2019 when we rebranded the Company as IQGeo.
Business goals
Market opportunity
The broadband and electric utility industries are receiving major investment streams through governmental programmes and private initiatives. These are driven by the business and social need for universal broadband and decarbonization objectives that demand a flexible distributed electric grid. In addition, IQGeo has significantly expanded the potential footprint for our technology within our customer base and with new prospects through the release of our latest‑generation network management products.
Enterprise telecom operators
Electricity network operators
Learn more about why telecom and utility network operators choose IQGeo.
Decarbonization and climate change
Business best practice and government regulations increasingly mandate net-zero electricity grids that must be more resilient than ever before to withstand the growing number of severe weather incidents as a result of our changing climate. These stark realities require innovative thinking, new technology and streamlined processes. Next‑generation IQGeo solutions are displacing legacy GIS software to help network operators meet these new challenges.
Learn more about IQGeo's Carbon Neutral Organisation status.
The following information is disclosed for the purposes of Rule 26 of the AIM Rules for Companies.
Description of business:
IQGeo Group plc (AIM: IQG). Telecommunications and utility operators are “Building better networks” with IQGeo’s award-winning software solutions. The ability to powerfully model any network requirement, integrate every system and data source, and support field and office teams with continual innovation is helping operators create the networks of the future.
Country of incorporation: England and Wales (registered company number 05589712)
Main country of operation: United States of America
Annual Reports and Accounts
Financial Announcements as they are made.
Directors: The Board presently comprises a Non-Executive Chairman, two Executive Directors and four Non-Executive Directors
Full biographies of the directors of the Board can be found at Our People. A description of responsibilities can be found on Corporate Governance.
Constitutional Documents
IQGeo Group plc's nominated advisors are Cavendish. Please visit the website for more information.
Number of Securities in Issue on 30 March 2024: IQGeo Group plc’s issued share capital is 61,706,490 ordinary shares of 2p each, with no shares held in treasury. 66.29% of shares are held in public hands, and 33.71% of shares are held by related parties.
Links to other key documents:
Copy of the AGM notice dated 16 April 2024
Copy of the AGM notice dated 19 April 2023
Copy of the AGM notice dated 14 April 2022
Copy of the AGM notice dated 16 April 2021
Copy of the AGM notice dated 21 May 2020
Copy of the circular dated 2 August 2019
Copy of the AGM notice dated 10 May 2019
Copy of the circular dated 13 December 2018
Copy of the circular dated 18 October 2017
Copy of the circular dated 8 April 2016
Copy of the Admission to AIM document
Details of the persons or institutions who, directly or indirectly, hold interests of 3% or more in the Company’s share capital can be found under the major shareholders section.
IQGeo Group plc is not listed on any other exchanges or trading platforms and there are no restrictions on the transfer of securities.
We should say IQGeo is subject to the City Code of Takeovers and Mergers.
Updated: 08 May 2024
Share price and news information on this site is updated dynamically from external data feeds.
Below are the constitutional documents for IQGeo Group plc. Please note that these documents refer to Ubisense. The IQGeo brand was launched in January 2019 after the RTLS business line and Ubisense brand was sold to Investcorp Technology Partners. Shares in the company previously traded as Ubisense Group plc (AIM:UBI) are now traded under the name IQGeo Group plc (AIM: IQG).
Certificate of incorporation on change of name
Ubisense Group plc Placing and Admission to AIM
Articles of Association of Ubisense Group plc
Article of Association - IQGeo Group plc June 2024
Court Meeting Minutes (signed) (155928821.1)
Court Meeting Minutes Resolution (signed) (155928303.1)
The Board presently comprises of a Non-Exec Chair, two Executive Directors and four Non-Executive Directors.
Full biographies of the directors of the Board can be found at Our People.
Audit committee responsibilities
Financial reporting
Internal controls
Whistleblowing
External audit
Remuneration committee responsibilities
Nomination committee responsibilities
Corporate governance code
The Group has adopted the QCA Corporate Governance Code ("The QCA Code"). The directors are committed to ensure the Group is managed in accordance with the principles set out in The QCA Code, or to explain where they do not comply and why.
IQGeo Group plc is subject to the UK City Code on Takeovers and Mergers by virtue of the fact that the company is managed and controlled in the UK.
Updated 28 March 2024
Principle 1:
Establish a strategy and business model which promotes long-term value for shareholders
In order to consistently direct our resources and measure the ongoing success of the business, IQGeo remains focused on tracking our progress against three top-line business goals that were initially established in January of 2019 when we rebranded the Company as IQGeo.
Global growth
Sales revenue and market share growth met our ambitious targets in 2023 across our key geographic regions of North America, Europe and Japan. Business momentum continues to build as we close projects with large Tier 1 and Tier 2 operators and establish a growing customer base with smaller and private Tier 3 and Tier 4 fibre network and electricity grid operators.
Recurring revenue
Our recurring software revenue stream is very well established and continues to show substantial growth. Increased recurring revenue grew through new customer project deals and software expansion with existing customers. Our sales methodology and product development priorities are working well together to support our “land and expand” business strategy.
Product innovation
In 2023 we successfully launched our Integrated Network and Adaptive Grid solutions, released new editions for our Network Manager products, and completed a full integration of the Comsof Fiber automated planning software. These milestone product innovations, as well as ongoing application development, position IQGeo as an industry leader for end‑to‑end network lifecycle solutions.
Principle 2:
Seek to understand and meet shareholder expectations
With IQGeo’s revenue growth and transition to profitability we’ve seen increasing investor interest in our business and we are working to enhance our communication to this important audience. The Company holds an Annual General Meeting (AGM) that is open to all current and potential investors.
As part of our active investor education activities, the CEO and CFO engage with investors through face‑to-face and virtual roadshow presentations held at least twice each year following the release of results. We also have a dedicated investor information portal on Proactive Investors that contains a summary of the Company’s latest financial news and video interviews with the CEO and CFO.
In 2022 the Company enhanced the investor area of the website to include more detailed financial and contact information. In addition to our general eNewsletter distribution, we also distribute periodic investor eNewsletters with relevant financial and market information.
Principle 3:
Take into account wider stakeholder and social responsibilities and their implications for long-term success
In addition to members, the Company believes its main stakeholder groups are its employees and customers.
The Company devotes significant time to understanding and acting on the needs and requirements of these two groups through dedicated meetings and activities designed to obtain feedback directly from the stakeholders.
With regard to corporate social responsibility (CSR), IQGeo is engaged in a range of CSR programmes through corporate activities sponsored by its regional offices. The Company encourages employees to participate in local activities by giving each employee an annual charity day to volunteer for an organisation of their choice. IQGeo facilitates charitable giving for our employees to financially support local and international charities through direct payroll contributions.
For your financial years of 2021, 2022, and 2023 IQGeo has assessed and offset the carbon emissions for the company to achieve Carbon Neutral Organisation status. Learn more about IQGeo’s carbon neutral status.
Principle 4:
Embed effective risk management, considering both opportunities and threats, throughout the organisation
Risk management as outlined in our Annual Report details risks to the business, how these are mitigated and the change in identified risks over the last reporting period.
The Board considers risk to the business at every Board meeting and the risk register is regularly reviewed. The Company formally reviews and documents the principal risks to the business at least annually.
Both the Board and senior managers are responsible for reviewing and evaluating risk and the Executive Directors meet at least monthly to review ongoing trading performance and discuss budgets, forecasts and new risks associated with ongoing trading.
Internal control
The Board of Directors has overall responsibility for the Group’s system of internal control and for reviewing its effectiveness. The risk management process and systems of internal control are designed to manage, rather than eliminate, the risk of failure to achieve the Group’s objectives. It should be recognised that such systems can only provide reasonable, but not absolute, assurance against material misstatement or loss. The Directors acknowledge their responsibilities for the Group’s system of internal control and for reviewing its effectiveness. The principal features of the system of internal financial controls include the following
The Board continually reviews the effectiveness of other internal controls, including financial, operational and compliance controls and risk management.
Principle 5:
Maintain the Board as a well-functioning, balanced team led by the Chair
The Company is controlled by the Board of Directors. The Board comprises the Non-Executive Chair, five Non-Executive Directors and two Executive Directors. The Non-Executive Chair is responsible for running the Board and Richard Petti, the Chief Executive, has responsibility for running the Group’s business and implementing Group strategy.
The Non-Executive Directors are required to be available to attend Board meetings and to deal with both regular and ad-hoc matters and they are expected to commit sufficient time to fully discharge their responsibilities. All Non-Executive Directors have confirmed and demonstrated that they have adequate time available to meet the requirements of the role and that they have no conflicts.
Executive Directors work full time in the business and have no other significant outside business commitments.
All Directors receive regular and timely information on the Group’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings.
The Board is satisfied that it has a suitable balance between independence and knowledge of the business to allow it to discharge its duties and responsibilities effectively but will continue to review the composition of the Board regularly.
The Board holds full meetings at least eight times per year, with attendance required in person whenever possible.
The principal matters that it considers are as follows:
Attendance at the meetings was as follows:
Total meetings attended
Paul Taylor 8 (8)
Richard Petti 8 (8)
Haywood Chapman 8 (8)
Robert Sansom 7 (8)
Ian Kershaw 6 (8)
Andy MacLeod 7 (8)
Max Royde 6 (8)
Carolyn Rand 8 (8)
Figures in brackets denote the maximum number of meetings that could have been attended by that person.
Principle 6:
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Board of Directors has overall responsibility for the Group. Its aim is to provide the leadership and industry‑specific insight required to develop a successful business, through utilising the broad range of skills and experience of the Board members.
The Board is satisfied that, between the Directors, it has significant industry, financial, public markets and governance experience, possessing the necessary mix of experience, skills, personal qualities and capabilities to deliver the strategy of the Company for the benefit of the shareholders over the medium to long term.
The roles of the Chair and CEO are split in accordance with best practice. The Chair has responsibility of ensuring that the Board discharges its responsibilities and is also responsible for facilitating full and constructive contributions from each member of the Board in determination of the Group’s strategy and overall commercial objectives. The CEO leads the business and the executive team ensuring that strategic and commercial objectives are met. He is accountable to the Board for the operational and financial performance of the business.
The Nomination Committee of the Board oversees the process and makes recommendations to the Board on all new Board appointments. Where new Board appointments are considered the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including gender.
The Nomination Committee also considers succession planning.
The Board carries out an evaluation of its performance annually; taking into account the Financial Reporting Council’s Guidance on Board Effectiveness.
Principle 7:
Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
Board members are appointed with full consideration of the knowledge and skills that they will contribute to the Board and are aligned to the needs of the Company at that time. The Chair ensures that full consideration of the development of the Board is addressed by reviewing the Board composition annually in consultation with the other Board members. The Board, through its Remuneration Committee, ensures that appropriate annual performance targets are set for Executive Board members.
The Chair routinely reviews the management and performance of the Board Committees and will address any performance concerns directly with the Chair of, and/or participants of, that Committee.
Principle 8:
Promote a corporate culture that is based on ethical values and behaviours
The Board believes that the promotion of a corporate culture based on sound ethical values and behaviours is essential to maximise shareholder value. These values are reinforced with employees by the management team through annual business review sessions and form the cornerstone of the employee performance review process.
The ethical standards at IQGeo are a key factor in the evaluation of individual performance and that of the entire Company.
Principle 9:
Maintain governance structures and processes that are fit for purpose and support good decision making by the Board
The Board of IQGeo Group plc currently comprises two Executive Directors, one Non-Executive Chair and five Non‑Executive Directors. For now, the Board considers its composition appropriate given the size of the Company, its revenues and profitability.
The key Board roles are as follows
Chair
The Chair is primarily responsible for the effective working of the Board in conjunction with management, leading the Board effectively and overseeing the adoption, delivery and communication of the Company’s corporate governance model. The Chair has sufficient separation from the day‑to‑day business to be able to make independent decisions. The Chair is also responsible for making sure that the Board agenda concentrates on the key issues, both operational and financial, with regular reviews of the Company’s strategy and its overall implementation.
CEO
The CEO is responsible for the operational management of the business and for the implementation of the strategy agreed by the Board. The CEO works with the Chair and Non-Executive Directors in an open and transparent way, keeping the Chair and Board up to date with operational performance, opportunities, risks and other issues to ensure that the business remains aligned with its key objectives.
The Board has three sub-committees as follows
The Nomination Committee has responsibility for the following matters
During the period under review, the Nomination Committee has met twice on a formal basis. The Nomination Committee is expected to meet formally twice a year. A summary of Nomination Committee composition and attendance was as follows:
Total meetings attended
Robert Sansom (Chair) 2 (2)
Paul Taylor 2 (2)
Principle 10:
Communicate how the Company is governed and is performing by maintaining a dialogue with other relevant stakeholders
The Company views shareholders, customers, employees and the wider community as the key stakeholders.
The Company communicates with its shareholders through regular emails, the Annual Report and Accounts, full‑year and half-year announcements, the Annual General Meeting (AGM) and one-to-one meetings with existing and prospective shareholders.
The Company keenly engages with customers on their use of the products and their desire for future potential development. The Company consults with customers on opportunities for exploiting, or expanding, features and functions of their existing deployment to gain the benefits of further productivity and collaboration.
Each year the Company holds customer Meetup events in North America, EMEA, and Japan. During these interactive event, customers share their challenges and experiences with IQGeo products and engage in workshops and networking activities that promote collaboration with IQGeo and between customers. This provides an opportunity for the IQGeo team to learn directly from our customers and integrate their input into our product development roadmap and service offering.
The Company engages with employees on a regular basis through all-hands meetings, performance reviews and employee surveys. There is a well‑established internal communication process that provides employees with the latest product development, sales, IT and HR information, and essential corporate resources are made available to all employees on an internal IQGeo portal.
The Board invites senior management to attend specific Board meetings to discuss in detail aspects of performance and to gain greater insight on operations. Members of the Board visit the Denver and Cambridge offices from time to time on an informal basis to talk to staff and join Company events where appropriate and possible.
Updated 18 April 2024
Nominated Advisors and Brokers – Cavendish Capital Markets Ltd
1 Bartholomew Close, London, EC1A 7BL
Tel : +44 20 7220 0500
Website: www.finncap.com
Lawyers to the Company - Mills & Reeve LLP
Botanic House, 98-100 Hills Road, Cambridge, CB2 1PH
Tel: +44 844 561 0011
Fax: +44 1223 222252
Website: www.mills-reeve.com
DAC Beachcroft
The Walbrook Building
25 Walbrook
London EC4N 8AF
Website: www.dacbeachcroft.com
Reporting Accountants – Grant Thornton LLP
Cambridge Office: 101 Cambridge Science Park, Milton Road, Cambridge, CB40FY
Tel: +44 1223 225600
Fax: +44 1223 225619
Website: www.grantthornton.co.uk
Registrar - Link Group
Link Group, 6th Floor, 65 Gresham Street, London EC2V 7NQ
Website: www.linkgroup.eu
Corporate Headquarters and registered office
IQGeo Group plc, Nine Hills Road, Cambridge, Cambridgeshire, CB2 1GE
Tel: +44 1223 606655
Fax: +44 1223 535167
Website: www.iqgeo.com
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
Number of Securities in Issue on 30 March 2024: IQGeo Group plc’s issued share capital is 61,706,490 ordinary shares of 2p each, with no shares held in treasury. 66,29% of shares are held in public hands, and 33.71% of shares are held by related parties.
Significant shareholders
Shareholder institutions and investors |
Total Holding |
% issued share capital |
---|---|---|
Kestrel Partners |
16,649,322 |
26.98% |
Columbia Threadneedle Investments |
8,330,326 |
13,50% |
Charles Stanley (retail) |
6,370,775 |
10.32% |
Canaccord Genuity Wealth Management |
5,185,000 |
8.40% |
Directors* |
4,154,498 |
6.73% |
Herold Investment Management |
2,680,585 |
4.34% |
Hargreaves Lansdown, stockbrokers (EO) |
2,166,229 | 3.51% |
* Included within Directors Robert Sansom |
3,355,729 | 5.44% |
|
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Total shares in issue |
61,706,490 | |
3% threshold | 1,851,195 | |
Shares not in public hands | 20,803,820 | 33,71% |
This information was updated as at 30 March 2024.
Notes: There are no restrictions on the transfer of securities. IQGeo’s securities are not traded on other exchange or trading platform. No shares are held in treasury.
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