The information in this section is set out in accordance with AIM rule 26.
For further information please contact:
Andy Walters – Managing Director
David Bridge - Finance Director & Company Secretary
Tel: 01686 806 663
Last updated: 18th January 2017
Board of Directors
Paul Boughton has over 28 years' experience in identifying, negotiating and completing acquisitions in the USA and Europe. From 2014 to early 2016 he was Head of Business Development at Brammer PLC, leading its European acquisition programme. Previously he spent thirteen years as Business Development Director for Spectris PLC, and subsequently held similar positions at both Consort Medical PLC and IMI PLC. He was a Non Executive director of London Bridge Software plc and Raymarine plc earlier in his career. Paul has a BSc in Business and Managerial Economics from the University of Hull and is a Fellow of the Institute of Chartered Accountants. Andy Walters
Andy Walters founded Quartix in 2001 with three colleagues. Prior to that he was Managing Director of a subsidiary of Spectris plc for 6 years and had spent 15 years with Schlumberger in the UK and France, where he was marketing director of the payphones and smart cards division. Andy holds an MA in electrical sciences from the University of Cambridge.
Jim Warwick is Chief Operating Officer at Abcam PLC, a global leader in the supply of innovative protein research tools, having originally joined as Technical Director in 2001. Prior to that, he worked on IT, software and web development initiatives for telecommunications consultancy group Analysys Limited. Jim holds an MA in Computer Science from the University of Cambridge David Bridge
David Bridge joined Quartix in 2010. David is an experienced finance director and has been a fellow of the Institute of Chartered Accountants since 1995, having originally qualified with KPMG. Prior to Quartix David held senior positions at Rubatex Group and Platignum plc, where he was group finance director. David founded Cybercard Ltd, an Internet retailer, in 1996. David holds an MA in philosophy, politics and economics from the University of Oxford.
The following information is provided in compliance with Rule 26 of the AIM (Alternative Investment Market) Rules for listed Companies.
Name: Quartix Holdings PLC
Registered Office: Wellington House, East Road, Cambridge, CB1 1BH, United Kingdom
Registration: Incorporated and registered in England and Wales company registration number 06395159
Main Country of Operation: United Kingdom
Principal Other Countries Of Operation: France, United States of America
VAT Number: GB 918 4938 83
Description of Business
Quartix Holdings PLC is a holding company for;
- Quartix Ltd (UK Co No: 04159907),
- Quartix Inc (registered in the State of Illinois, no 6903-987-1)
Founded in 2001, Quartix is a leading supplier of subscription-based vehicle tracking systems, software and services in the UK. The Group provides an integrated tracking and telematics data analysis solution for fleets of commercial vehicles and “pay as you drive” motor insurance providers that is designed to improve productivity and lower costs by capturing, analysing and reporting vehicle and driver data.
Quartix’s vehicle tracking systems, which incorporate instrumentation to identify and transmit location, speed and acceleration data to the Group on a real-time basis, can be installed in a wide range of vehicles. The Group's proprietary vehicle tracking software system provides business critical reporting and analysis of vehicle and driver data including timesheets and other customer KPIs to customers via any internet-enabled device. Vehicle tracking systems can either be purchased by the customer outright or rented on a monthly basis with no up-front cost and pricing is based on the level of functionality required.
As tracking technology and telematic data analysis have advanced, the functionality of vehicle tracking systems has increased making them more attractive and cost effective for end use customers. Consequently, the addressable markets in both the commercial fleet and telematics-based insurance sectors are anticipated to grow substantially over the medium term. The Berg Insight Report anticipates that the number of fleet management systems in active use will grow at an annual rate of 16 per cent. between 2012 and 2017 in Europe. The Group operates an effective, low cost remote sales model, based on direct telephone marketing and indirect sales including the use of price comparison websites and distribution networks, making it well positioned to grow both in the UK and internationally.
Results Presentations and Videos
Interim results presentations, 29th July 2015
Andy Walters, Managing Director
David Bridge, Finance Director
Quartix set to motor ahead with vehicle tracking tech
Company Reports and Accounts
Regulatory News Notifications
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- 18 January 2017 07:00 Trading Statement
- 22 December 2016 13:41 Holding(s) in Company
- 15 September 2016 07:00 Holding(s) in Company
- 09 August 2016 09:13 Exercise of Options
- 05 August 2016 16:12 Holding(s) in Company
- 01 August 2016 09:43 PDMR Shareholding
- 27 July 2016 07:00 Interim Results
- 01 July 2016 07:00 Trading Update
- 19 April 2016 13:55 Director Share Transfer
- 04 April 2016 07:03 Holding(s) in Company
- 29 March 2016 12:16 Result of AGM
- 29 March 2016 07:00 AGM Statement
- 29 February 2016 13:42 Exercise of Options
- 29 February 2016 07:00 Quartix Holdings plc Full Year Results 2015
- 15 January 2016 07:00 Trading Statement
- 21 December 2015 07:00 Holding(s) in Company
- 17 December 2015 13:43 Exercise Of Warrants
- 27 October 2015 15:00 Adoption of Financial Reporting Standard (FRS) 101 - Reduced Disclosure Framework
- 23 October 2015 16:10 Holding(s) in Company
- 22 October 2015 15:35 Holding(s) in Company
- 21 October 2015 16:19 Holding(s) in Company
- 29 July 2015 07:00 Interim Results
- 03 July 2015 16:40 Exercise of Options and Total Voting Rights
- 01 July 2015 07:01 Trading Update
- 11 June 2015 15:58 Holding(s) in Company
- 30 April 2015 15:42 Director Share Transfer
- 16 April 2015 16:51 Result of AGM
- 10 April 2015 09:00 Change to Board of Directors and Trading Statement
- 07 April 2015 16:18 Exercise of Options and Total Voting Rights
- 04 March 2015 14:09 Director Share Transfer
- 04 March 2015 14:07 Annual Report
- 03 March 2015 07:00 Quartix Holdings plc Full Year Results 2014
- 19 January 2015 07:00 Trading Statement & Results Timetable
- 08 December 2014 16:06 Director & PDMR Share Transfers
- 25 November 2014 15:17 Exercise of Options and Total Voting Rights
- 10 November 2014 11:48 Holding(s) in Company
- 07 November 2014 15:42 Holding(s) in Company
- 07 November 2014 13:11 Holding(s) in Company
- 06 November 2014 08:00 Admission to AIM and First Day of Dealings - London Stock Exchange
- 29 October 2014 12:00 Schedule 1 update – Quartix Holdings plc
- 23 October 2014 07:30 Schedule 1– Quartix Holdings plc
Company, Market and Background
What are the origins of the company, and where did the name Quartix come from?
Four founders started the company in 2001 to focus on the market for vehicle tracking systems, software and services used by the commercial fleet sector. Our target market was then, as it is now, small to medium-sized fleets of light commercial vehicles. The name “Quartix” was the suggestion of one of the founders, for which the URL www.quartix.net and www.quartix.co.uk were available. We purchased both www.quartix.com and www.quartix.fr and other Quartix domains more recently.
What do you estimate your market share to be?
It is difficult to get precise numbers for the fleet tracking system market, but we estimate that we have 10% of the UK fleet market, based on the following assumptions:
We believe that of the 3.6 million+ commercial vehicles in the UK, roughly 3million of these are light commercial vehicles (i.e. vans) and that approximately half of these are operated by fleets which would be a potential target for our technology. Of these 1.5 million vehicles, we estimate that around one third are already equipped with some form of fleet management or vehicle tracking system, and that therefore (with a subscription base of more than 50,000 units in the UK) we have 10% of the current market.
Who are your biggest competitors in the UK, France and USA? How do you compare with them?
Other companies which compete in this market include, inter alia: TomTom, Masternaut, Fleetmatics and Teletrac. We do not comment on their, or our, relative competitive strengths and weaknesses.
How comfortable are you with the fact that one big customer (Wunelli) is responsible for 34% of sales? Isn’t there a risk that they may simply find another provider?
We have a very good working relationship with Wunelli and have done so since 2010. We are their preferred supplier for a broad range of insurer relationships and are not aware of any current reason which would cause that situation to change.
The company appears to command higher margins than many of its competitors. Why is this?
Our typical service charges are shown on our website, and these charges reflect the value of the software and services that we provide for our customers. Ongoing marginal costs for these are accounted for by the SIM card and mapping costs. The fleet tracking business, once the equipment and installation costs are absorbed, is therefore inherently high margin, reflecting the investment that we make in our software systems. We write all equipment and installation costs down immediately following installation.
The company is especially associated with the building, maintenance and construction industries so would you call it a cyclical company?
To some degree, yes, but this did not affect us unduly in the last recession, and we now have a broader spread of customers, including many from the public sector.
Is the fact that you are spread over four locations not a problem for you? Do you have any future plans to consolidate them all in one place?
We operate common VPNs, database systems and CRM and other business applications across each of our 4 UK sites and our Chicago office. We have recently introduced a common VOIP phone system across out Bishop’s Waltham, Chicago and Newtown operations. Communication and collaboration across functions and locations is extremely good. In addition to this, each of our R&D locations has a specific area of responsibility, as follows:
- Telematics hardware, firmware and communications servers are developed in Cambridge.
- All our web-based user applications and reporting are developed in Leatherhead
- Systems, networking and database design are all conducted in Bishop’s Waltham.
Each of these teams works effectively with the others and we have no plans to consolidate these operations.
What is your expected mid-term (five to ten years) growth rate?
Unfortunately we are unable to comment on or offer a prediction of our future growth rates.
Product and Technology
What’s the difference between hard wired telematics systems and On Board Diagnostics (“OBD”) systems?
We only provide vehicle tracking systems based on hard-wired devices for a number of reasons, some of which are highlighted in the following article: http://www.ptolemus.com/blog/obd-dongles-and-oem-warranties/
From our own development testing and from feedback received from other insurance projects we remain concerned about the feasibility and risk of rolling out an OBD device in a large-scale insurance project. We are therefore unlikely to change our opinion on the suitability of this packaging for insurance telematics projects.
How big is the risk to your business of emerging disruptive technologies (i.e. using mobile phones for tracking)?
We constantly monitor the potential risks posed by both OEM –fitted technology and by the use of smart phones in vehicle tracking. Our current opinion on these matters are as follows:
- OEM-fitted technology: our customers typically choose a single software solution and reporting tool to cover their whole fleet, regardless of vehicle manufacturer, type or age. Although it is quite common for vehicle manufacturers to offer some form of telematics solution for its own products, these devices and software do not generally interface with those provided by other vehicle manufacturers.
- Mobile phone applications: whilst these undoubtedly have a place in segments of the market, most of our customers use the tracking system to regulate overtime and manage their mobile workforces. They expect the system to be tamper-proof, and for it to record every movement and journey that the vehicle makes. This is simply impractical with a mobile phone, as it could easily be left at home or switched off, or become discharged (the use of GPS increases battery drain).
Why can I not simply buy a tracker device from Amazon, or use another company’s software with your tracking system?
The link between our tracking systems and our communications servers is encoded using our own, proprietary, protocol. We registered a patent for this protocol soon after the foundation of the company. For security reasons it would not be possible for other applications to interpret and use this data without detailed technical information from us. Similarly it is not possible to purchase and use a GPS tracking system without an appropriate fleet management software application which is compatible with the tracking system.
Is there anything unique in the company’s database systems and other intellectual property. How important are these to the success of the company?
We use Microsoft SQL server in much of our operations and commercial systems. Whilst there is no one aspect of the design of our databases which is unique, we derive substantial competitive advantage from the use of our proprietary CRM database systems, and continue to invest in their development.
All intellectual property in the company’s telematics hardware, firmware, server software, database systems and application software is proprietary to Quartix, and is of great importance to the success and profitability of the company.
Executive salaries and benefits appear to be low in relation to other quoted companies. Why is this so and is it likely to change?
Executives on both the plc and operations board are paid the same amount, and have traditionally received the same annual pay review as all other employees. Each executive has either an equity stake in the business or share options. Salaries and benefits for any new executives will be a matter for the remuneration committee.
What is your option granting policy going forward in terms of the annual % of number of shares? Is there a maximum cap on total outstanding options?
Current options outstanding amount to less than 2% of the share capital. The company will continue to grant options to employees and managers in order to retain, motivate and incentivise them, but it is not envisaged that this would result in any significant dilution for existing shareholders.
What does the goodwill shown on the balance sheet relate to?
Please see the following link for more details: http://www.logisticsit.com/articles/2008/02/01/3355-quartix-takes-the-next-step-forward-with-bank-of
Can you provide historical numbers for sales, profits etc?
* Note: adjusted to exclude exceptional gain of £0.25m in 2014
The following information is correct as of 21 December 2016.
The Company’s issued share capital comprises 47,345,954 ordinary shares, each with a nominal value of £0.01. Each share has equal voting rights.
The number of the Company’s securities not in public hands is: 28,349,839 ordinary shares representing 59.87% of the issued share capital.
The Company has been notified of the following significant shareholders. Significant shareholders are those holding 3% or more of the shares in issue.
|Name||Number of shares||Percentage (%)|
|Andrew John Walters*||17,855,986||37.71%|
|Andrew Martin Kirk||5,009,853||10.58%|
|BlackRock Investment Management (U.K.)||4,718,025||9.96%|
|David Shaw Bridge||2,663,000||5.62%|
|William Arthur Hibbert||2,663,000||5.62%|
|Kenneth Vincent Giles||2,371,800||5.00%|
|Miton Group plc||2,236,345||4.72%|
*Includes shares held as family interests or by virtue of position as beneficiary or potential beneficiary of certain trusts.
Nominated Advisor and Broker
Address: 60 New Broad St, London, EC2M 1JJ
Grant Thornton LLP
Address: 101, Cambridge Science Park, Milton Rd, Cambridge CB4 0FY
Address: Shakespeare House, 42 Newmarket Rd, Cambridge CB5 8EP.
The Board of Directors is responsible for determining, implementing and reviewing the strategy, budgeting and corporate actions of the Company. The Directors recognise the importance of sound corporate governance and whilst the FRC Combined Code on Corporate Governance formally applies only to companies listed on the London Stock Exchange, the Company has developed procedures to ensure that, as far as is practicable, it complies with most of the main principles of the Combined Code in line with its size and stage of corporate development.
The Company is subject to the UK City Code on Takeovers & Mergers
The Board is chaired by Paul Boughton as non-executive chairman, with Paul Boughton and Jim Warwick as an independent non-executive directors. The Board currently consists of the non-executive chairman, one non-executive directors and two executive directors. The Board meets at least ten times each year.
Division of Responsibilities
The Chairman is responsible for leadership of the Board, setting its agenda and monitoring its effectiveness. He ensures effective communication with shareholders and that the Board is aware of the views of major shareholders. He ensures that the executive directors develop a strategy which is supported by the Board as a whole. The executive directors through the managing director are responsible for executing the strategy once agreed by the Board.
A memorandum on matters reserved for the Board can be downloaded here.
Independence of non-executive directors
The non-executive chairman and independent non-executive directors bring wide and varied commercial experience to the Board and Committee deliberations. They are appointed for an initial three-year term, subject to election by shareholders at the first AGM after their appointment, after which their appointment may be extended subject to mutual agreement and shareholder approval. The Company remains committed to a Board which has a balanced representation of executives and non-executives.
The Board has established the following committees with formally delegated rules and responsibilities.
The function of this committee is to review and recommend compensation strategies in order to recruit and or retain executive board members of a sufficient calibre to deliver the Company business plan. It meets at least once each year.
Chair – Jim Warwick
The function of this committee is as follows:
- To receive the audited accounts and report of the Company appointed auditors.
- To scrutinize and clarify any qualifications, recommendations and/or observations within the audited accounts and report.
- To present the above to the Company Board and subsequently review the effectiveness of resultant corrective and/or preventative measures.
The Audit Committee meets at least twice each year.
Chair – Paul Boughton
The function of this committee is to meet as necessary to consider appointments to the Board of Directors and to coordinate succession planning. The Company operates a share dealing code for Directors as required by the AIM rules.
The Nomination Committee meets as required to fill vacancies or appoint additional persons to the Board.
Chair – Paul Boughton
Communications with Shareholders and Investor Relations
The Company is committed to maintaining good communications with investors. Normal shareholder contact is the responsibility of the non-executive chairman together with the managing director and the finance director.
There is regular dialogue with institutional investors who, along with analysts, are invited to presentations immediately after the announcement of the Company's interim and full year results. Shareholders have the opportunity to meet and question the Board at the AGM. The Independent non-executive directors and chairmen of the Audit, Remuneration and Nomination Committees will be available to answer questions. A detailed explanation of each item of special business to be considered at the AGM is included with the Notice of Meeting which is usually sent to shareholders at least 20 working days before the meeting.
Public Documents and Constitution
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