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Aim Rule 26
 
Aim Rule 26
Description of the business
Directors' names, biographies, responsibilities and committees
Country of incorporation and main country of operation
Details of NOMAD and key company advisers
Public documents including Admissions documents & Memorandum & Articles of Association
Most recent annual report and accounts
Interim reports published since the last annual report
Securities Information
Investor Holdings Contact Details
Description of Business
Description of Business
BOS GLOBAL Holdings Limited (BGL)
BGL’s objective is to invest in the development and ownership of its IP in the BOS Products. The board of directors of BGL believe that this represents an optimal means of generating income and increasing asset values. BGL’s management has identified three core outcomes as criteria for product investment:

1.    identification of a large-scale market opportunity, as established through due diligence and market understanding;
2.    equal or whole ownership of the IP; and
3.    identification of qualified partners to support and distribute its products through its ‘Special Purpose’ licensing program.

BGL has developed an operating model which employs outsourcing to minimise the operating and capital expenditure of the business enabling it to be run on a low cost basis whilst ensuring that IP can be developed, protected and effectively commercialised by BGL.

The BGL business model aims to retain key strategic and high value activities whilst outsourcing low value activities. This model is intended to enable BGL to maintain a low employment headcount even once significant growth in the business has been delivered. BGL will seek to retain control of strategic decision making, such as decisions regarding the development of and specifications for new products, controlling the software methodologies used in product development and identifying and targeting key potential customers.

OPERATIONS

BGL’s core operations are based in Eastern Australia. The Directors and senior management team are predominantly based in Sydney. Program delivery and finance functions are provided by BGL executives in Melbourne and certain operational support is based in Brisbane. The BGL management team will consider relocating to London shortly after the completion of the Acquisition in order to enable them to better leverage their international client relationships, whilst retaining the Eastern Australia based operations for product design, support and Asia Pacific product sales.

PRODUCT DEVELOPMENT

For BOS-360 'Work Patterns', software strategy and architecture decision making is controlled by BGL and managed by BOS employees located in Sydney, Australia, London, United Kingdom and in the Silicon Valley, United States. BGL undertakes select outsourcing of non-core development activities with business partners located in Melbourne, Australia, and Chennai, India.

SALES

The Directors intend and believe that the BOS Products will be sold via a variety of channels: direct sales via the internet, direct sales to large corporate clients and organisations, and sales via resellers to smaller corporate clients.

INTERNET SALES

The initial route to market is via the internet, with Kronologica and Meetingly available for purchase online to subscribers. Subscribers to Kronologica can purchase licenses on a per person basis that include up to five devices per person. Subscribers to Meetingly can purchase a bundle of meetings, with reduced cost incentives for bulk purchasing. In both cases an enterprise licence can be entered into for larger organisations (as outlined in paragraph 6.3.2 below).

DIRECT SALES – ENTERPRISE CLIENTS

BGL has identified a number of target customers with greater than 250 full time employees (medium & enterprise clients). The Directors and the Proposed Directors believe that these clients are likely to require a more comprehensive consultation and on-boarding process from which BGL will generate additional revenues according to the scope of the individual client specifications.
  
RESELLER SALES

The Directors intend and believe that resellers of the BOS Products will be technology companies, professional services organisations, accountants and other software vendors seeking to augment their existing product offering. The scale of a reseller can range from professional services (e.g. medium to large business consulting practices), technology products and services organisations (e.g. medium to large integrators) and non-competitive software vendors looking to augment their offering to their clients. Under the reseller channel, the Directors and the Proposed Directors believe that subscribers for the BOS-360 product will be gathered from the resellers’ existing client base with the reseller providing their own product marketing and customer support. A corporate marketing and referral system will be provided by BGL which the Directors and the Proposed Directors believe will generate additional service revenues. The Directors intend and believe that product revenue will flow to BGL and commissions will be paid to the reseller. BGL will also be the licensee of its products to enable a white labelling solution for multinationals and for its ‘Special Purpose’ license partners.

LICENSING FOR ROYALTIES

BGL invests in patent and copyright protection of its IP. BGL’s longer term strategy is to enter into special purpose license agreements with global enterprises that invest in products with equally large multi-national client bases. In such circumstances, BGL may elect to license its IP in return for royalty fee income over a five to fifteen year horizon. Under a license agreement, it is intended that the licensee of BGL’s software would be responsible for the development, commercialization and support services for the end product.

PRODUCT SUPPORT

Product support is currently provided by Redgum Ventures and BGL staff. BGL is intending to assess alternative offshore low-cost support providers in order to meet its international business growth requirements. Other clients will be supported by online help or through proposed resellers of the BOS Product.

Board of Directors
Board of Directors
Larry Shutes
Independent Chairman, BOS GLOBAL Holdings Limited
Age: 60

Larry Shutes has been a chartered accountant for 35 years, a company director for 30 years and a public company director for 10 years. He has a strong background in management within the property and financial sector. Larry has extensive experience in project development, origination and execution of a broad range of innovative financial products and solutions across a spectrum of public and private equity and debt/equity-linked transactions. His most recent experience has included directorship and chair of ASX listed companies ETT Limited and Farmworks Australia Ltd. Roles included chairing of corporate governance, audit and remuneration committees, shareholder and stockbroker presentations, debt restructuring capital raisings and company restructuring.

Current Responsibilities: Member of the Corporate Governance Audit committee and Remuneration committee


 
Michael Travia
Executive Director, BOS GLOBAL Holdings Limited
Age: 51

Michael Travia is the founder and Group Executive Director of BGL. Michael holds several private company directorships related to the BGL Group, including three sales and investment joint venture operations. He is the chief architect of BGL`s company strategy, IP acquisition, commercialisation and global distribution. Prior to founding BGL, Michael held sales and operational roles for Unisys, Alcatel, IBM and National Australia Bank.

Current Responsibilities: Managing Director



 
Murray Bergin
Executive Director , BOS360 Work Patterns - BOS GLOBAL Holdings Limited
Age: 71

Murray Bergin has broad executive experience in the IT&T industry with organisations such as Dexterra, Telstra, Unisys, IBM, Prime Computer and Canada Systems Group. His management experience includes experience in the hardware and software industries as well as significant professional services operations. He is currently active in directing technology start-up operations via operating entities Recorked and FreeForce and in executive coaching through Recorked and as an associate of Madston Black. He is also a partner in a Telstra dealer operation via Televentures P/L.'

Current Responsibilities: Member of the Corporate Governance Audit committee and Remuneration committee



 
Mark Uren
Executive Director , Group Chief Operating Officer - BOS GLOBAL Holdings Limited
Age: 53

Mark Uren has more than 25 years` experience in consulting, professional services and technology. He holds Independent Director positions on the kronologica® and meetingly® product companies. He is currently acting CEO of a major animal hospital, and is an experienced COO of technology advice and guidance companies.

Current Responsibilities: Member of the Corporate Governance Audit committee and Remuneration committee




1
David Ireland
Independent Director, BOS GLOBAL Holdings Limited
Age: 58

David has over 30 years’ experience in the information and communications technology industry, including 27 years with Unisys. He has progressed through various roles, including Senior Account Manager (ACT & Districts), Sales Manager (ACT and Federal), State Manager (SA & NT), Sales Director (Northern Region) and General Manager, both government and commercial. As General Manager of one of Unisys’ four business units, he is a member of the South Pacific Executive Team, with a track record of achievement against annual financial plans.

Current responsibilities: Member of the Corporate Governance Audit committee and Remuneration committee.




 
Mark Reilly
Non Executive Director, BOS GLOBAL Holdings Limited
Age: 45

Mark Reilly joined the Board on 2 August 2004. He has over 15 years’ experience in advisory work with extensive experience in the mining, banking and finance industries. Mark worked with Coopers & Lybrand in Perth before establishing an accounting practice with Glenn Featherby. He is the former administrator of the Company’s previous subsidiary, Renison Bell Limited.

Current responsibilities: Corporate Finance.




 
Country of Incorporation

Country of Incorporation
NOMAD & Key Company Advisers Details
NOMAD & Key Company Advisers Details
Nominated Shareholders and Broker
RFC Ambrian Limited
Level 28, QV.1 Building
250 St George’s Terrace
Perth WA 6000
Australia

Level 5,
Condor House
10 St Paul’s Churchyard
London EC4M 8AL
United Kingdom
Solicitors to the Company
Bartier Perry
Level 10 77 Castlereagh Street
Sydney NSW 2000
Australia
 
Auditors
Ernst & Young
11 Mounts Bay Road
Perth
WA 6000
Australia
Reporting Accountants
Crowe Clark Whitehill
LLP
St Bride's House, 10 Salisbury Square
London EC4Y 8EH
United Kingdom
 
Securities
Securities
Significant Shareholdings
Name
Number of Ordinary Shares
Percentage of total number of issued ordinary shares
DJ Family Group Pty Ltd
28,635,851
41.9%
Graeme Edgar Hopgood
7,253,748
10.6%
Capresi Consolidated Limited
4,408,534
6.5%
Mardol Chemicals Pty Ltd
2,375,000
3.5%
Last Updated: 22nd February 2017
Shares In Issue
68,304,366
Last Updated: 22nd February 2017
Warrants/Options Granted
765,679
Last Updated: 22nd February 2017
Shares Not In Public Hands
53.1%
Last Updated: 22nd February 2017
Shares Held In Treasury
Nil
Last Updated: 8th September 2016
Rights of Shareholders
Note: The rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
Last Updated: 8th September 2016
Details Of Restrictions On Transfer
Nil
Last Updated: 8th September 2016
Investor Holdings Contact Details
Investor Holding Contact Details
For current BOS GLOBAL Holdings investors wishing to update their details, or requiring information about their shareholding, please refer to the following contact details:
For Shareholders on the Australian Registry
Computershare Investor Services Pty Limited

Level 11, 172 St Georges Terrace
Perth WA 6000
Within Australia Tel: 1300 850 505

Outside Australia Tel: +61 3 9415 4000

E-Mail: [email protected]
Web: www.computershare.com/au
For Shareholders on the Alternative Investment Market of the London Stock Exchange
For shares held on the Alternative Investment Market of the London Stock Exchange, online services to manage your holding are not available through Computershare. Shareholders need to contact their CREST Participant to make any changes to their holding.

However, if you still wish to get in touch with Computershare in the UK, please use the following details.

Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
England

Within UK Tel:  0370 702 0000
Outside UK Tel:  +44 370 702 0000
E-Mail: www.investorcentre.co.uk/contactus
Web: www.computershare.co.uk
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BOS GLOBAL Holdings Limited
Registered Office:
Suite 3, Level 3, 1292 Hay Street
West Perth WA 6005, Australia
Correspondence: PO Box 77, East Brunswick VIC 3057 Australia
Sydney Office: Level 20, Tower 2 Darling Park 201 Sussex Street
Sydney NSW 2000 Australia

Phone: +61 1300 881 344
 
© 2016 BOS GLOBAL HOLDINGS LIMITED - ALL RIGHTS RESERVED
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