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Red Leopard Holdings plc, is an AIM Rule 15 cash shell.

The company is primarily focused on the natural resources sector, and in particular, precious metals, but remains alert and open to opportunities in any area which may significantly increase shareholder value.


We recognise the importance of sound corporate governance and will, in so far as is practicable given the Company’s size and the constitution of the Board, comply with the main provisions of the Combined Code, as modified by the recommendations of the Quoted Companies Alliance’s Corporate Governance Guidelines for AIM Companies.

The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets and corporate actions. As such we already have in place audit, remuneration and nomination committees with formally delegated duties and responsibilities.

Takeover Code

The Takeover Code is issued and enforced by the Takeover Panel. The Takeover Code applies to all takeovers and merger transactions, however affected, where the Takeover Panel considers that the offeree company is, inter alia, a listed or unlisted public company centrally managed and controlled in the UK, the Channel Islands or the Isle of Man and to certain categories of private limited companies. Red Leopard is a company subject to the provisions of the Takeover Code and Shareholders are entitled to the protection afforded by the Takeover Code.


John May - Chairman

John May is a Fellow of the Institute of Chartered Accountants in England and Wales. He is the Managing Partner of City & Westminster Corporate Finance LLP, an FCA registered partnership. He is chairman of the Small Business Bureau Limited and The Genesis Initiative Limited, lobbying groups for small business to the UK Parliament. Mr May has been the principal of his own chartered accountancy practice since 1994. From 1977 to 1994, Mr May was a senior partner with what is now Crowe Clark Whitehill, where he served for eight years on the managing board and for nine years as chairman of its Thames Valley offices. In his capacity as UK national marketing partner and head of its property consultancy division, he was a director of its UK and international associations. Mr May was finance director of AIM listed PSG Solutions PLC, until December 2005 and Tomco Energy Plc until July 2011 and a non-executive director of AIM listed Petrolatina Energy Plc until March 2012. He is the non-executive chairman of Hayward Tyler Group Plc which is listed on AIM.

Toby Hayward – Chief Executive Officer

Toby qualified as a Chartered Accountant with Touche Ross & Co in 1984 and subsequently held a number of senior equity capital market positions in London. Mr Hayward was formerly Managing Director and Head of Corporate Broking at Jefferies International Limited, prior to this he was Head of Oil and Gas Equity Capital Markets at Canaccord Adams. He has also previously held the positions of Chairman and Non-Executive Director at Severfield plc and Non-Executive Director and Interim CEO at Afren plc.

Stuart Adam MA(Hons), CPFA Chartered MCSI - Finance Director

Stuart has 25 years of experience as a professionally qualified accountant across a wide range of financial accounting, reporting, control and management functions in both public and private sectors, including several AIM listed companies.  He is currently senior partner in City & Westminster Corporate Finance LLP which is authorised and regulated by the Financial Conduct Authority, an independent corporate finance and business advisory firm.  He is also a Chartered Member of the Chartered Institute for Securities & Investment


Thomas Hoyer – Non Executive Director

Thomas, aged 42, is a graduate in economics from the Swedish School of Economics and has had an international career within different industries in Europe and Africa. Since 2008, his professional focus has been on the natural resources sector, where he has held various executive and non-executive positions, including CFO and later CEO of LSE-listed mining and metals company Afarak Group Plc (formerly Ruukki Group Plc), Managing Director at Tantalus Rare Earths AG and non-executive Director at the environmental consulting group, Gaia Group Oy.


Simon Wharmby – Non Executive Director

Simon has been an institutional and corporate stockbroker for 35 years with Sheppards, Charles Stanley and Corporate Synergy. He graduated from the University of East Anglia with a degree in economics and sociology prior to joining Akroyd and Smith in 1970. Simon specialised in the North Sea oil and energy sector. He is currently a Non-Executive Director at Strand Hanson Ltd. Simon’s Previous directorships include Albany Capital Plc, Humberts Group Plc, Densitron Technologies Ltd and Letchworth Investments Ltd.


Audit Committee

The Audit Committee comprises Simon Wharmby and Stuart Adam and is chaired by Simon Wharmby. The Audit Committee is responsible for ensuring that the financial performance, position and prospects of the Company are properly monitored and reported on and for meeting the auditors and reviewing their reports relating to accounts and internal controls.

Remuneration Committee

The Remuneration Committee comprises Simon Wharmby and Stuart Adam and is chaired by Simon Wharmby. The Remuneration Committee reviews the performance of executive directors and sets their remuneration, determines the payment of bonuses to executive directors and considers the future allocation of share options to Directors and employees so as to demonstrate to the Shareholders that the remuneration of the executive directors and employees of the Company is set by a board committee whose members have no personal interest in the outcome of the committee’s decision and who will have appropriate regard to the interests of the Shareholders.

Nomination Committee

The Directors do not consider it appropriate to appoint a nomination committee at this stage in the Company’s development. The Board will make new appointments as may be appropriate from time to time.

AIM Rules Compliance Committee

The AIM Rules compliance committee comprises Simon Wharmby, who acts as chairman, and Stuart Adam. The committee ensures that procedures, resources and controls are in place to ensure AIM Rules compliance by the Company is operating effectively at all times and that the directors are communicating as necessary with the Company’s nominated
adviser regarding ongoing compliance with the AIM Rules for Companies, in particular Rules 11, 17, 18 and 19, including without limitation in relation to all announcements and notifications and proposed or potential transactions. The committee works closely with the Board to ensure that the Company’s nominated adviser is provided with any information it reasonably requests or requires for it to carry out its responsibilities under the AIM Rules for Companies and the AIM Rules for Nominated Advisers.



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