The information given below is being disclosed in accordance with AIM Rule 26:
- Business Description
- Board of Directors
- Corporate Governance and Board Committees
- City Code
- Country of Incorporation and Main Country of Operation
- Current Constitutional Documents
- Securities in Issue
- Major Shareholders
- Admission Document and Circulars
ClearStar is a technology and service provider to the background check industry, supporting background screening companies, employers and employees with their recruitment and employment application decisions. ClearStar provides employment intelligence to its clients through a suite of IT applications for day-to-day use in their business. Employment intelligence aims to improve business insight to support better recruitment and other decisions affecting employees generally, by increasing the quality, reliability and visibility of information available to management.
The IT suite consists of a collection of applications that utilise data from over 3, 000 sources ranging from résumés to records with local authorities. ClearStar’s primary business involves searching the relevant source of data for specific employment intelligence information based on clients’ bespoke requirements for its employment applicants. ClearStar extracts the required input and this information is then processed, allowing the client to make a swift decision in respect of the relevant applicant, thereby minimising bottlenecks in the hiring process.
Board of Directors
Barney Quinn, Non-executive Chairman
Barney has significant experience in the global application software and cloud markets. He was the CEO of then AIM-traded Workplace Systems International plc where he was also a nonexecutive director. For 13 years Barney was an executive board director of Sherwood International plc and has also been a non-executive director on two other listed software companies, SSP Holdings plc and Raft International plc. At Becrypt, the privately held encryption software specialist, he was non-executive chairman for 7 years until July 2012. Barney is currently a non-executive director of Rosslyn Data Technologies plc.
Robert Vale, Chief Executive Officer
Robert is Chief Executive Officer of ClearStar, the background check services and technology company which he founded in partnership with Ken Dawson and William White in 1995. In his role, he is actively involved in developing business strategy and has the opportunity to meet with clients and business partners to help set and define direction for the industry.
Robert has 25 years’ experience in the provision of security related services. Prior to forming ClearStar, Robert was the Manager of Loss Prevention Technical Support for United Parcel Service (UPS). This group was responsible for all loss prevention, risk mitigation and security-related system designs, development, implementation and 24/7 management of systems for UPS worldwide. During his tenure, he worked with the Aerospace Testing Alliance to assist in developing security guidelines for UPS’ airline.
A founding member of the National Association of Professional Background Screeners (NAPBS), Robert is often called upon to deliver keynote presentations on the subject of large scale systems management, technology trends and personal information security. Robert has been a guest instructor at the Federal Law Enforcement Training Centre and has published numerous articles for security trade journals. He has been a member of ASIS International, the pre-eminent organisation for security professionals, since 1987.
Robert holds a Bachelor of Science degree from the State University of New York, Plattsburgh, and served six years in the United States Air Force as Security Police – Security Specialist.
Ken Dawson, Chief Information Officer
Ken is a founding member of ClearStar, who has diversified experience in data management, architecture and security or realtime, analytical technology solutions. Ken currently serves as its Chief Information Officer. In this role, Ken is responsible for evaluating, designing and implementing background check technology solutions that combine information from disparate information sources in varied data formats into cohesive, consistent and richly formatted reports.
Prior to forming ClearStar in 1995, Ken developed enterprise systems for United Parcel Service (UPS) and Kaiser Permanente. Ken began his career in software development and content delivery in 1990 while working as an intern for Conatec, Inc., an aerospace engineering firm.
Ken is a certified information systems professional and studied Aerospace Engineering at the University of Maryland.
David Pattillo, Chief Financial Officer
David is Chief Financial Officer of ClearStar, Inc. In this role he provides leadership and direction in all areas of finance and accounting including financial planning and forecasting, and accessing capital to fund growth. Additionally, he is responsible for establishing and maintaining the accounting controls and processes to mitigate financial risk and ensure timely financial reporting.
David has an accomplished career in leading companies through high growth expansion, both domestically and internationally. Prior to ClearStar, David was the CFO of MyCelx Technologies Corporation which he led through an IPO on AIM in 2011. Prior to that, David was CFO of Harry’s Farmers Market, a company which he helped guide from start-up through an IPO on NASDAQ. David has public company reporting experience as CFO of both MyCelx Technologies and Harry’s Farmers Market in 1993.
David has valuable board experience as he has been an executive board member of both private and public companies. David holds a Bachelor of Science degree from Clemson University and an MBA from University of Georgia.
André Schnabl, Non-Executive Director
André Schnabl retired in 2012 as Managing Partner of the Atlanta office of Grant Thornton, LLP. Prior to assuming the Managing Partner role, André led the Technology Industry Practice, which focused on serving the needs of software, medical device and telecommunications clients. Throughout his career, André has excelled at linking people, vision, strategies and diligent execution to drive sustainable revenue growth and a highly productive corporate culture. During his tenure as the leader of the Atlanta office, André drove the formulation and execution of a strategy that achieved three-fold revenue growth.
Seeking ways to influence excellence among audit committee chairs and members, in 2012 André launched the ‘‘Grant Thornton Peer 2 Peer Audit Committee Forum’’. In partnership with Kennesaw State University’s ‘‘Center of Corporate Governance’’, the Forum is designed specifically to give audit committee members an effective way to stay current on the many regulatory, risk, and business issues affecting their roles as audit committee members and the companies on whose boards they serve.
André has served on numerous corporate and not for profit boards.
Corporate Governance and Board Committees
The Directors of ClearStar recognise the importance of sound corporate governance and, whilst the UK Corporate Governance Code published by the Financial Reporting Council does not apply to AIM companies, the Directors intend to observe the requirements of the UK Corporate Governance Code to the extent they consider appropriate in light of ClearStar’s size, stage of development and resources. The Board also proposes, so far as practicable, to follow the recommendations set out in the corporate governance code for small and mid-size quoted companies published by the QCA. The Board has established an Audit Committee, a Remuneration Committee, a Nominations Committee and an AIM compliance and corporate governance committee, with formally delegated duties and responsibilities as described below.
The Audit Committee is responsible for monitoring the integrity of ClearStar’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of ClearStar’s internal control and risk management systems and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings). The Audit Committee monitors the need for an internal audit department.
The Audit Committee is comprised of André Schnabl, who acts as Chairman, and Barney Quinn. The Audit Committee will meet at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit Committee will also meet regularly with ClearStar’s external auditors.
The Remuneration Committee is responsible for determining and agreeing with the Board the framework for the remuneration of the Chairman, the executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of non-executive Directors is a matter for the Chairman and the executive members of the Board. No Director is involved in any decision as to his or her own remuneration. The Remuneration Committee is also be responsible for issuing awards of Relevant Shares and options to purchase Ordinary Shares under Clearstar’s 2014 Stock Option and Incentive Plan.
The Remuneration Committee is comprised of André Schnabl, who acts as Chairman, and Barney Quinn. The Remuneration Committee will meet at least twice a year and otherwise as required.
The Nominations Committee is responsible for identifying and nominating members of the Board, recommending Directors to be appointed to each committee of the Board and the chair of each such committee. The Nominations Committee will also arrange for evaluation of the Board.
The Nominations Committee is comprised of Barney Quinn, who acts as Chairman, and André Schnabl. The Nominations Committee will meet at least twice a year and otherwise as required.
AIM Compliance and Corporate Governance Committee
ClearStar has also established an AIM Compliance and Corporate Governance Committee to ensure that it is complying with the AIM Rules. It will also assess ClearStar’s corporate governance obligations every year. The AIM Compliance and Corporate Governance Committee is chaired by Robert Vale and its other members are David Pattillo and Ken Dawson. It will meet as often as is required.
ClearStar is not subject to the City Code because its registered office and its place of central management and control are outside the UK, the Channel Islands and the Isle of Man. As a result, certain of the protections that are afforded to shareholders under the City Code, for example in relation to a takeover of a company or certain stakebuilding activities by shareholders, do not apply to ClearStar. Certain provisions have been inserted into ClearStar’s Articles of Association that adopt similar procedures to the City Code in the event of any party (or parties acting in concert) obtaining 30 per cent. or more of the voting rights attaching to the issued Ordinary Shares, but there is no assurance that the courts of the Cayman Islands will uphold or allow the enforcement of these provisions.
Country of Incorporation and Main Country of Operation
ClearStar is incorporated in the Cayman Islands and its principal offices and research and development facilities are located in USA. Since ClearStar is not incorporated in the UK, the rights of ClearStar shareholders may be different from the rights of shareholders in a UK incorporated company.
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Current Constitutional Documents
Securities in Issue
ClearStar was admitted to the Alternative Investment Market (AIM) of the London Stock Exchange on 11 July 2014. The company’s shares are not traded on any other stock exchange.
As at 29 September 2016, the total issued and outstanding number of ordinary shares of US$0.0001 each was 36, 302, 900. As at 29 September 2016, there are no shares held in treasury.
As at 29 September 2016, the percentage of the issued share capital not in public hands is 57.65%.
Restrictions on Transfer of Shares
ClearStar’s shares are not registered under the US Securities Act of 1933 (“Securities Act”), or any securities laws of any state of the United States. As such, on issue common shares are “restricted securities” as defined in Rule 144 under the Securities Act and may not be resold, pledged or otherwise transferred in the United States without prior registration under the Securities Act and any applicable securities laws of any U.S. State or pursuant to exemptions under the Securities Act and such laws. On issue, common shares will be held in certificated form with an appropriate form of restrictive legend and subject, in the case of shares subscribed and held by non-affiliates of the Company, to a one year distribution compliance period under Regulation S under the Securities Act. During the distribution compliance period such common shares may only be traded through the delivery of physical certificates outside of the United States in offshore transactions to non-US Persons and otherwise in compliance with the Securities Act and any applicable securities laws of any state of the United States. Common shares subscribed and held by non-affiliates of the company (as detailed under an exemption provided by Rule 144(k) of the Securities Act) will be eligible to have the restrictive legend removed from their certificates representing such shares following the first anniversary of the issue of such shares and, on completion of an appropriate letter of transmittal available from the company for migration of such shares to the company’s unrestricted line of stock. Removal of trading restrictions allows such shares to be transferred to a new unrestricted trading line (TIDM: CLSU) which may be settled, by means of Depositary Interests, through the CREST electronic settlement system. A depositary interest facility has therefore been made available that permits trading in underlying shares represented by Depository Interests within the company’s unrestricted line of stock to be settled electronically through CREST rather than by delivery of physical certificates.
The total issued and outstanding number of shares is 36, 302, 900. The following hold 3% or more of the ordinary share capital of ClearStar:
|Shareholder||Number of Ordinary Shares||Percentage of Issued Ordinary Share Capital|
|Robert Vale*||11, 306, 000||31.14%|
|Ken Dawson||4, 288, 000||11.81%|
|William White**||3, 806, 500||10.49%|
|River & Mercantile Group||3, 587, 500||9.88%|
|Hargreave Hale Limited||2, 640, 356||7.28%|
|Standard Life Investments Limited||2, 346, 500||6.46%|
|Artemis Investment Management LLP||1, 754, 000||4.83%|
|Ennismore Fund Management||1, 465,000||3.96%|
|David Pattillo||1, 303, 900||3.59%|
*The interests of Robert Vale include 1, 696, 000 Ordinary Shares held by The Vale Family Trust
**The interests of William White include 1, 320, 000 Ordinary Shares held by his wife
Last update: 20/04/2017