ABOUT ESCAPE HUNT PLC
Escape Hunt is a global provider of live ‘escape the room’ experiences. The first Escape Hunt branch was opened in 2013 in Bangkok, Thailand. Since then, the business has grown quickly, and now has a franchised global network of branches in 27 countries.

An escape room is a physical adventure game in which players are locked in a themed room and have to find clues and solve puzzles in order to escape against a countdown clock. Escape Hunt’s games typically require players to solve a crime story or mystery, which has been tailored to the location of the branch, within 60 minutes.

COUNTRY OF INCORPORATION AND MAIN COUNTRY OF OPERATION
Country of Incorporation: England & Wales
Company Registration Number: 10184316
Main Country of Operation: Great Britain

BOARD OF DIRECTORS
Names and biographies of the Company’s directors can be found in the Key People section.

CORPORATE GOVERNANCE AND INTERNAL CONTROLS
The UK Corporate Governance Code published by the Financial Reporting Council does not apply to AIM companies. However, the Directors and Proposed Directors recognise the importance of good corporate governance and will comply with the provisions of the Corporate Governance Code for Small and Mid-size Quoted Companies (“Governance Code”), published from time to time by the Quoted Companies Alliance, to the extent that they believe it is appropriate in the light of the size, stage of development and resources of the Company.

With effect from Admission, the Board has established a remuneration committee, an audit committee and a nomination committee with formally delegated duties and responsibilities, as described below.

Remuneration Committee

The Remuneration Committee comprises two non-executive directors of the Company. The members of the Committee are:

  • Karen Bach (Chairperson)
  • Richard Rose

A majority of Remuneration Committee members are independent.

The Committee will meet at least twice per year and agrees further meetings at its discretion. The Chairman of the Committee has the power to call a meeting.

The Chairman of the Committee is appointed by the Board on the recommendation of the nomination committee. The quorum for the Committee is two and in the absence of the Chairperson, the other members present shall choose one of them to chair the meeting.

The duties of the Committee are to:

  • determine and agree with the Board the framework or broad policy for the remuneration of the chairman, executive directors and any employees that the Board delegates to it;
  • within the terms of the agreed policy, determine individual remuneration packages including bonuses, incentive payments, share options, pension arrangements and any other benefits;
  • determine the contractual terms on termination and individual termination payments, ensuring that the duty of the individual to mitigate loss is fully recognised;
  • in determining individual packages and arrangements, give due regard to the comments and recommendations of the Governance Code and the AIM Rules for Companies;
  • be told of and be given the chance to advice on any major changes in employee benefit structures in the Company;
  • recommend and monitor the level and structure of remuneration for senior managers below Board level as determined; and
  • agree the policy for authorising claims for expenses from the Chief Executive Officer and from the Chairman of the Board.

The Committee is authorised by the Board to:

  • seek any information it requires from any employee of the Company in order to perform its duties;
  • be responsible for establishing the selection criteria and then for selecting, appointing and setting the terms of reference for any remuneration consultants providing advice to the Committee, at Company’s expense; and
  • obtain, at the Company’s expense, outside legal or other professional advice where necessary in the course of its activities.

Audit Committee

The Audit Committee will review each year the arrangements for safeguarding auditor objectivity and independence.

The members of the Audit Committee are:

  • Karen Bach (Chairperson)
  • Richard Rose

The Audit Committee will review the scope, results and cost-effectiveness of internal and external audit, and has delegated power from the Board to exercise the power from Shareholders to agree fees for external auditors. The Audit Committee is responsible for satisfying itself on the independence of internal auditors and on the independence and objectivity of external auditors. The Committee reviews the operation of internal controls and, from the coming year, will report to the Board on the annual review of the internal control and risk management.

Nomination Committee

The Nomination Committee comprises the following members:

  • Karen Bach (Chairperson)
  • Richard Rose

Each of the Nomination Committee members are independent Non‑executive Directors.

The function of the Nomination Committee is to provide a formal, rigorous and transparent procedure for the appointment of new directors to the Board. In carrying out its duties, the Nomination Committee is primarily responsible for:

  • identifying and nominating candidates to fill board vacancies;
  • evaluating the structure and composition of the board with regard to the balance of skills, knowledge and experience and making recommendations accordingly;
  • reviewing the time requirements of Non‑executive Directors;
  • giving full consideration to succession planning; and
  • reviewing the leadership of the Group.

The Company has adopted a share dealing code for directors and applicable employees and the Company will take all reasonable steps to ensure compliance by its directors and applicable employees with the provisions of MAR and of the AIM Rules for Companies relating to dealing in securities.

DETAILS OF ANY OTHER EXCHANGES OR TRADING PLATFORMS
The Company is a public company incorporated in the United Kingdom and its Ordinary Shares will be admitted to trading on AIM. Accordingly, the UK City Code on Takeovers and Mergers applies to the Company. The Company is not listed on any other exchange or trading platforms.

NUMBER OF SECURITIES IN ISSUE
There are 80,369,044 ordinary shares in issue. No shares are held as treasury shares. Please see below for the percentage of securities that is not in public hands together with the identity and percentage holdings of significant shareholders.

As of 28 July 2020, the Company has been advised of the following significant interests (greater than 3%) in its ordinary share capital:

SHAREHOLDER ORDINARY SHARES HELD % HELD
Canaccord Genuity Wealth Management 16,639,915 20.7
Spreadex Limited – Total Disclosed
Mr John Story*
Other Spreadex accounts*
9,999,999
7,999,999
2,000,000
12.4
9.95
2.49
JO Hambro Capital Management 8,080,838 10.05
Mr Stuart Harthorne 7,777,777 9.68
Zeus Capital Limited 3,166,669 3.94
Crux Asset Management 2,833,334 3.35
Octopus Investments 2,666,668 3.32

*included within the Spreadex holding

The percentage of shares not held in public hands 46.1%.

DETAILS OF ANY RESTRICTIONS ON THE TRANSFER OF SECURITIES
There are no restrictions on the transfer of AIM securities.

NOTIFICATIONS
Please see news section for details of all notifications made in the past twelve months.

ADVISORS

Nominated Advisor: Shore Capital and Corporate Limited,
Cassini House,
57 St James’s St,
London,
SW1A 1LD
Joint Brokers: Shore Capital Stockbrokers Limited
Cassini House
57 St James’s Street
London
SW1A 1LD

and

Zeus Capital Limited
82 King Street
Manchester
M2 4WQ

Legal advisers to the Company: Irwin Mitchell LLP
40 Holborn Viaduct
London
EC1N 2PZ
Registrars and Receiving Agent Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA

COMPANY DOCUMENTS
The Company’s Admission document and any circulars or similar publications sent to shareholders within the past 12 months can be found in the documents section.

The information contained in the AIM Rule 26 section is disclosed pursuant to Rule 26 of the AIM Rules for Companies.

Escape Hunt, a global leader in the growing escape rooms sector, is pleased to announce progress at its next three UK-owner operated sites. See here for full details.

Escape Hunt is pleased to announce its new game launch for the anticipated release of a Netflix Original Film. Escape Hunt are creating a Print and Play game for fans…

Escape Hunt is delighted to share the news that all eight of its UK sites that have been open for longer than 12 months were each named by TripAdvisor™ as…

Escape Hunt, a leading operator of escape rooms in the fast-growing experiential leisure sector, announces that further to the announcement of its unaudited preliminary results on 12 May 2020, the…

Escape Hunt has today announced their upcoming release of their newest Download, Print & Play Game Doctor Who: The Hollow Planet. See here for full details.