European Contact: +44 (0)114 241 3700
North American Contact: +1 (310) 220-3939
 

Investor Relations

 

Shareholder Services

The following information is available on shareholder services:

ZOO provides services and information to assist shareholders in managing their holding, to communicate with the company and to learn more about the ZOO business.

Registrar Details

Share Registrars Limited
Suite E, First Floor
Lion & Lamb Yard,
Farnham
Surrey
GU9 7LL
United Kingdom
Tel: +44 1252 821390
http://www.shareregistrars.uk.com

The following forms are available for download:

  1. Change of address form
  2. Letter of indemnity – use this form if you have lost your share certificate(s)
  3. Stock transfer form – use this form if you wish to transfer your shares to someone else.

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Information for New Investors

It is possible for you to trade (buy and sell) ZOO shares very easily through your bank, over the phone or the internet. A company you engage to perform share trades on your behalf is known as a stockbroker.

If you are interested in buying ZOO shares then the first thing you need to do is decide what type of broker you want. If you plan to build up a portfolio of shares and want help with your investments you might be best suited to a full advisory service, where the broker will look at your individual circumstances and devise a strategy specifically to suit your needs, monitor your investments and make suggestions on buying and selling shares. Some may even buy and sell shares for you without asking for your approval first. This service, known as discretionary broking, is highly tailored and, unsurprisingly, can prove expensive.

These days most people are prepared to do their own research, which, after all, is half the fun of investing. If you are in this camp and wish to buy ZOO shares you need to look for an “execution only” stockbroker. Execution only means that the broker will simply take your order and execute it for you. These brokers cannot legally offer you any advice on your decisions and to keep costs down usually operate over the phone or the internet. This does not, however, mean they will not provide you with any tools to help you make the best investment decisions. Many execution only brokers, particularly the larger firms, offer all kinds of research and online tools for everyone from the novice to the real expert.

While telephone and internet services may give you access to instant dealing, completing your deal takes a little longer. By law all share deals have to be ‘settled’ three days from when they were struck. Deals can be settled so quickly because shares can now be held electronically rather than in paper form. But this form of ownership has its downsides. Your shares are held in what is known as a nominee account managed by your broker and the name of the ultimate owner is not known to the company. This means there can be no direct communication between you and the company and you must rely on the broker to pass on annual reports and dividends. You can still get the certificate if you really want it but you might have to pay an extra fee when you trade and settling your deal might take longer, perhaps 10 days.

You can get the best of both worlds by becoming a personal member of CREST (http://www.crestco.co.uk). This enables you to maintain a direct link with the company whose shares you own and lets you settle your deals in three days. To become a personal member of CREST you need to be sponsored by a corporate user. A number of stockbrokers offer this service.

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Financial Calendar

Event Date
AGM 2011 22 September 2011
Half year end 2011/12 30 September 2011
Half year results 2011 December 2011
Year end 2011/12 31 March 2012
Preliminary results 2012 July 2012

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AGM Details

ANNUAL GENERAL MEETING OF THE COMPANY ON 22nd September 2011

ISSUED SHARE CAPITAL AT MEETING DATE: 32,660,660
NUMBER OF VOTES PER SHARE: One

 

Proxy votes for Annual General Meeting

 

GENERAL MEETING OF THE COMPANY HELD ON 6th September 2011

ISSUED SHARE CAPITAL AT MEETING DATE: 23,981,910
NUMBER OF VOTES PER SHARE: One

 

Proxy votes for General Meeting

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Dividend Policy

Since its incorporation, ZOO Digital Group plc (“ZOO”) has not declared or paid dividends on Ordinary Shares. ZOO anticipates, for the foreseeable future, that it will retain any future earnings in order to fund its business operations, including any expansion of its services and product development. ZOO does not, therefore, anticipate paying any cash or share dividends on its Ordinary Shares in the foreseeable future.

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Glossary

  • AIM – The Alternative Investment Market (AIM) is a sub-market of the London Stock Exchange, allowing smaller companies to float shares with a more flexible regulatory system than is applicable to the Main Market. Flexibility is provided by less regulation and no requirements for capitalisation or number of shares issued. The independent FTSE Group maintains three indices for measuring the AIM, which are the FTSE AIM UK 50 Index, FTSE AIM 100 Index, and FTSE AIM All-Share Index.
  • AIM Rules for Companies – Usually referred to as the “AIM Rules”, these set out the rules and responsibilities in relation to AIM companies and are issued by the London Stock Exchange. The rules are available for download from http://www.londonstockexchange.com/aim.
  • Annual General Meeting (AGM) – An AGM is a meeting that public companies are required by law to hold. An AGM is generally held every year to inform members (shareholders) of previous and future activities. It is an opportunity for the shareholders to receive copies of the company’s accounts as well as reviewing fiscal information for the past year and asking any questions regarding the decisions the business will take in the future.
  • Audit Committee – In a publicly-held company, an audit committee is an operating subgroup of the Board of Directors, typically charged with oversight of financial reporting and disclosure. Committee members are drawn from members of the Company’s board of directors, with a Chairperson selected from among them.
  • Blu-ray Disc – Blu-ray Disc (also known as Blu-ray or BD) is an optical disc storage medium. Its main uses are high-definition video and data storage. The disc has the same physical dimensions as standard DVDs and CDs. The name Blu-ray Disc is derived from the blue laser used to read and write this type of disc. Because of the beam’s shorter wavelength, substantially more data can be stored on a Blu-ray Disc than on the DVD format, which uses a red laser. A Blu-ray Disc can store 50 gigabytes, almost six times the capacity of a DVD. Blu-ray Disc was developed by the Blu-ray Disc Association, a group representing makers of consumer electronics, computer hardware, and motion pictures. ZOO is a member of the Blu-ray Disc Association.
  • Certificate Number – This is the unique reference number that appears on a share certificate. Shareholders should reference this number in any communications with our Registrars.
  • Combined Code on Corporate Governance – This is a set of principles of good corporate governance and provides a code of best practice aimed at companies listed on the London Stock Exchange. It is overseen by the Financial Reporting Council and its importance derives from the Financial Services Authority’s Listing Rules. The Listing Rules require that public listed companies disclose how they have complied with the code, and explain where they have not applied the code. Private companies are also encouraged to conform; however there is no requirement for disclosure of compliance in private companies or AIM listed companies.
  • Companies Act 1985 – The Companies Act 1985 is an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland, enacted in 1985, which enables companies to be formed by registration, and sets out the responsibilities of companies, their directors and secretaries. The Act was a consolidation of various other pieces of company legislation, yet it is just one component of the rules governing companies in England and Wales and in Scotland. A company will also be governed by its own Memorandum and Articles of Association.
  • The Companies Act 2006 – The Companies Act 2006 has superseded the Companies Act 1985, although parts of the 1985 Act remain in force until it is repealed in the final implementation order, currently scheduled for 1 October 2009. Many important parts of the Act have already been brought into force, including those on meetings and resolutions and on company directors and secretaries.
  • Convertible Unsecured Loan Stock (CULS) – Common or preferred stock shares that are used as collateral to secure a loan from another party are known as “loan stock”. The loan will earn a fixed interest rate, much like a standard loan. A loan stock is called convertible if the loan stock can be directly converted to common shares under specified conditions and with a pre-determined conversion rate.
  • Disclosure and Transparency Rules – London Stock Exchange Main Market listed issuers are required to comply with the Disclosure and Transparency Rules. Designed to enhance transparency in European capital markets, the Rules establish minimum requirements in relation to Periodic financial reporting, the disclosure of major shareholdings in issuers whose securities are admitted to trading on a regulated market in the EU, and mechanisms for how this information is to be stored and disseminated.
  • Dividend – Dividends are payments made by a company to its shareholder members. When a company earns a profit or surplus, that money can be put to two uses: it can either be re-invested in the business (called retained earnings), or it can be paid to the shareholders as a dividend.
  • DVD – (also known as “Digital Versatile Disc” or “Digital Video Disc”) is a popular optical disc storage media format. Its main uses are video and data storage. Most DVDs are of the same dimensions as compact discs (CDs) but store more than six times as much data. Variations of the term DVD often describe the way data is stored on the discs: DVD-Video discs refer to properly formatted and structured video content. The DVD format was developed by the DVD Forum, a group representing makers of consumer electronics, computer hardware, and motion pictures. ZOO is a member of the DVD Forum.
  • e-distribution – See Electronic Sell Through.
  • Electronic Press Kit – An Electronic Press Kit (or “EPK”) is a press kit equivalent in electronic form. In business, electronic press kits are more commonly referred to as online or electronic media kits. They are used to promote artists and businesses via mass media.
  • Electronic Sell Through (EST) – Also referred to as “e-distribution”, the term is used in relation to electronic distribution, usually over the public internet, of digital data files. It is becoming increasingly popular as a way to deliver video programming to consumers, such as through Apple’s iTunes store www.apple.com/itunes.
  • Extraordinary General Meeting EGM – An Extraordinary General Meeting, commonly abbreviated as EGM, is a meeting of the shareholders of a company which occurs at an irregular time. The term is usually used where the group would ordinarily hold an AGM, but where an issue arises which requires the input of the entire membership and is too serious or urgent to wait until the next AGM.
  • Memorandum and Articles of Association – The articles of association of a company, often simply referred to as the articles, are the regulations governing the relationships between the shareholders and directors of the company, and are a requirement for the establishment of a company under the law of the United Kingdom and many other countries. Together with the memorandum of association, they form the constitution of a company. The equivalent in the United States is Articles of incorporation. Articles of association typically cover the issuing of shares (also called stock), the different voting and dividend rights attached to different classes of share, restrictions on the transfer of shares, the rules of board meetings and shareholder meetings, and other similar issues. The Companies Act 2006, which received Royal Assent on 8 November 2006 but will not be fully implemented until October 2009, provides for a new form of model articles of association for companies incorporated in the United Kingdom. Under the new legislation, the articles of association will become the single constitutional document for a UK company, and will subsume the role currently filled by the separate memorandum of association.
  • Nominal Value – The nominal value of a share is the issue value of the share – it is the value written on the share certificate that all shareholders will be given by the company in which they own shares. It is usually different from the market value of a share, which is the price that a share is being sold on the stock exchange.
  • Nominated Advisor – Also referred to as “Nomad”, this is a firm or company which has been approved by the London Stock Exchange (LSE) as a nominated adviser for the Alternative Investment Market (AIM). The Nomad project manages the admission of new issues to AIM and also acts as the effective regulator. Typically the Nomad is a firm of investment bankers with experience of bringing companies to the market. The Nomad performs this regulator role under licence from the LSE. This unique situation arises largely because the AIM is an exchange regulated market.
  • Nominated Broker – The broking firm for companies listed on the Alternative Investment Market (AIM) which brings buyer and sellers of the company’s shares together.
  • Ordinary Shares – Ordinary shares are also known as equity shares and they are the most common form of share in the UK. An ordinary share gives the right to its owner to share in the profits of the company (dividends) and to vote at general meetings of the company. Ordinary shareholders can vote on all of the issues raised at a general meeting of the company including appointment of directors and auditors, whether to accept the dividend proposed, changes to the company’s constitution (memorandum and articles of association).
  • Pre-media – An extension of pre-press that goes beyond traditional printed materials to include websites, e-mail campaigns and other media.
  • Pre-press – Pre-press is the term used in the printing and publishing industries for the processes and procedures that occur between the procurement of a written manuscript and original artwork, and the manufacture of a printing plate, image carrier, or (traditionally) forme, ready for mounting on a printing press.
  • Regionalization – The process of adapting content where text and symbols in one language are replaced with those in another.
  • Registrar – Registrars manage company share registers on their behalf. They are responsible for ensuring the shareholder details are recorded accurately.
  • Remuneration Committee – The purpose of the Remuneration Committee is to ensure that the executive directors of the company and other senior executives are fairly, but responsibly, rewarded for their individual contribution to the overall performance of the Company, and to demonstrate to shareholders that the remuneration of the executive directors and other senior executives of the group is set by a committee of the Board whose members have no personal interest in the outcome of the decisions of the Remuneration Committee and who will have due regard to the interests of shareholders.
  • Share Option – An option is a contract written by a seller that conveys to the buyer the right — but not the obligation — to buy (in the case of a call option) or to sell (in the case of a put option) a particular asset, such as shares of stock. In return for granting the option, the seller collects a payment (the premium) from the buyer. An important class of options is employee share options, which are awarded by a company to its employees as a form of incentive compensation.
  • Video on Demand – Video on demand (VOD) systems allow users to select and watch/listen to video content on demand. VOD systems either stream content through a set-top box, allowing viewing in real time, or download it to a device such as a computer, digital video recorder, personal video recorder or portable media player for viewing at any time.
  • Warrant – A warrant is like an option. It gives the holder the right but not the obligation to buy an underlying security at a certain price, quantity and future time. The security represented in the warrant (usually share equity) is delivered by the issuing company instead of by an investor holding the shares.

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Shareholder FAQs

General Questions

Buying and Selling Shares

General

What is the company’s registered address and number?
ZOO Digital Group plc
The Tower
2 Furnival Square
Sheffield
S1 4QL
UK
Tel +44 114 241 3700
The registered number of the Company is: 3858881

On what stock exchanges are ZOO’s shares traded?
Ordinary Shares are listed on the Alternative Investment Market (AIM) of the London Stock Exchange.

What is the stock ticker for ZOO?
ZOO is traded under the ticker “ZOO”, which should be entered as “ZOO.L” in stock ticker software that supports multiple exchanges.

What is ZOO’s official accounting currency?
ZOO reports all its financial statements in US Dollars (USD, $).

Where can I get a copy of the latest financial results announced by ZOO?
You can download the latest Annual Report and Financial Statements from the Financial Reports section of this website.

When does ZOO report its financial results?
ZOO announces its results semi-annually and aims to do so in June (for the year ended 31 March) and in November (for the half-year results to 30 September).

Do you have shareholder meetings?
Each year registered shareholders will be invited to attend ZOO’s Annual General Meeting (AGM). If there is a particularly important matter to decide that cannot wait until the next AGM, shareholders may be called to an Extraordinary General Meeting.

When is the next Annual General Meeting?
Please see the section “Financial Calendar” for the date of the next AGM.

What happens at the Annual General Meeting?
The Annual General Meeting is the main shareholder event of the year. The meeting reviews ZOO’s performance over the past year and provides an opportunity for shareholders to ask questions and vote on key issues. These include, for example, the approval of the Annual Report, the election of directors and the re-election of auditors. Shareholders have the opportunity to ask questions relating to the items on the meeting agenda.

Shareholders will also have the opportunity to ask questions about the Company and its activities. There may also be special business to vote on, for example, proposals to change the Company’s Articles of Association which govern the Company’s activities.

What if I cannot attend the Annual General Meeting?
If you cannot attend the meeting in person you can still express your views on the matters for discussion at the meeting. The Company’s Articles provide that all substantive decisions (i.e. all the items listed in the Notice of a General Meeting sent out to members) must be decided by poll. Before the meeting, if your shares are registered in your own name, we will send you a proxy form. On the form you should indicate whether you vote for or against each of the items (resolutions) due to be decided at the meeting. You may also use the form to appoint the Chairman of the meeting to cast your proxy vote the way you want, or to vote at the Chairman’s discretion. Alternatively, you may name someone else to go to the meeting and vote for you – your proxy. If your shares are registered in the name of your nominee (such as your broker), the nominee will receive the proxy form. The proxy votes and those cast in person at the meeting are counted by the Registrars. The results of all poll votes are published on this website.

Is ZOO’s annual report online?
Yes, the report is available to download from the Financial Reports section.

Will I receive a copy of the Interim report?
In line with the practice of many leading companies and with our wish to encourage the use of electronic communications and reduce costs the Company does not print and distribute an Interim Report. The interim results are, however, available to download in the Financial Reports section.

Does ZOO provide information to shareholders in paper format or electronically?
Information is generally provided on our website and, unless you have expressly requested otherwise, no hard copies will be distributed. We will notify you when information is made available on the website and this notification will be sent to you by post unless you have consented to email or fax communication and have provided us with an electronic address for such purpose. If you wish to receive a hard copy of information on a particular occasion or wish to revoke your agreement to the receipt of documents via a website then please write to ZOO at the UK address or e-mail us on ir@zoodigital.com.

Can I change my method of communication?
Yes – you can inform us at any time that you wish to change your method of communication by writing to us at the UK address or e-mailing ir@zoodigital.com.

Why have I not received notification that the Annual Report is available on the website or an invitation to the AGM?

This could be because your shares are held in the name of a nominee rather than in your own name. Contact your broker or whoever you instructed to purchase the shares on your behalf and ask them ensure that your shareholding is held in your own name. Also, contact our registrars to confirm that they have your correct current contact details.

Buying and Selling Shares

Who are your Registrars and what do they do?
ZOO has appointed Share Registrars Ltd. as its Registrars. The Registrars manage ZOO’s share register on its behalf. They are responsible for ensuring the shareholder details are recorded accurately.

How do I contact your Registrars?
For shareholder enquiries such as changing your name, address and shareholder certificates, please contact our Registrars by writing to:

Share Registrars Limited
Suite E, First Floor
Lion & Lamb Yard,
Farnham
Surrey
GU9 7LL
United Kingdom
Tel: +44 1252 821390
http://www.shareregistrars.uk.com

The following forms are available for download:

  1. Change of address form
  2. Letter of indemnity – use this form if you have lost your share certificate(s)
  3. Stock transfer form – use this form if you wish to transfer your shares to someone else.

How do I buy and sell shares?
You can buy and sell ZOO Ordinary Shares through a financial adviser or stockbroker, bank or building society or ‘share shops’ that offer a similar service. The commission charges for buying and selling shares vary between the different organisations.

What is a share certificate?
A share certificate is evidence of your ownership of the shares – similar to the deeds of your house or your insurance policies – and so should be kept in a safe place.

When you first buy shares in ZOO you are given a unique eleven digit Shareholder Reference Number (SRN). This should be quoted in all correspondence with our Registrars. If you buy more shares, these will be added to your existing account as long as your name and address details exactly match those currently held by the Registrars.

We recommend that you keep a separate record of your SRN, certificate numbers and the number of shares each certificate covers in case of loss or damage. Share certificates are posted to shareholders at their own risk.

What should I do if I lose my share certificate?
A missing share certificate can only be replaced by means of the completion of a letter of indemnity by the shareholder.

If you know the certificate number of, and the number of shares represented by, the missing share certificate you should print off and complete the letter of indemnity in BLOCK CAPITALS. You will need to insert the certificate number, the number of shares, your full name and your address. The completed and signed letter of indemnity should be sent to our Registrar together with a cheque for the appropriate fee in respect of administration costs. Your cheque should be made payable to Share Registrars Ltd.

If the details of your missing share certificate are not available then you will need to contact our Registrar who will inspect the share register. The Registrar will then send you a letter of indemnity for your signature. The completed and signed letter of indemnity should be returned to the Registrar together with a cheque for the appropriate fee in respect of administration costs. Your cheque should be made payable to Share Registrars Ltd.

If the value of the missing share certificate is greater than £200 then you will also need to arrange for your signature on the letter of indemnity to be guaranteed by a UK bank, insurance or guarantee company. They may make a charge for this service.

How do I find out how many ZOO shares I hold?
You can determine the number of shares you hold in your name by adding up all your share certificates. If you hold shares in a PEP, ISA, or through a stock broker nominee service, you should refer to your statement or contact the appropriate administrator.

What should I do if I change my address?
You should print off and complete the change of address form form and return it to our Registrar. On receipt of the completed form the Registrar will amend the share register. You do not need to send your share certificate(s).

What should I do if I change my name?
If your change of name is due to marriage then you should send to the Registrar the marriage certificate together with your share certificate(s). The Registrar will record the change of name and return the marriage certificate to you together with the endorsed share certificate(s).

If your change of name is due to divorce then you should send a copy of your decree absolute and a copy of your birth certificate together with your share certificate(s). The Registrar will record the change of name and return the copy of your decree absolute and the copy birth certificate to you together with the endorsed share certificate(s).

If your change of name is by means of a deed poll then you will need to send a certified copy of the deed poll for registration. The Registrar will record the change of name and return the copy deed poll to you together with the endorsed share certificate(s).

Where can I find my certificate number?
This will be included on any personalised documentation the Registrars send you. You should quote this number whenever you contact the Registrars to speed up the location of your account.

How do I transfer my ZOO shares to someone else?
Shares may only be transferred by completion of a stock transfer form. To complete the form you will need to insert the following information:

  1. The amount of consideration paid for the shares
  2. The number of shares in words and figures that you are transferring
  3. Your signature and, if appropriate, the signatures of any joint holders
  4. The full names and address of the person to whom you are transferring the shares

Stamp duty is payable to HM Revenue & Customs (HMRC) on transfers of shares at the rate of 0.5% of the amount of consideration paid for the shares rounded up to the next multiple of £5.00.

Legislation will be introduced in the Finance Bill 2008 to provide that instruments transferring stocks and shares that were previously chargeable with £5 stamp duty will in future be exempt and will not need to be presented to HMRC for stamping. The measure will have effect for instruments executed on or after 13 March 2008.

If stamp duty is payable you will need to send the completed stock transfer form to:
Birmingham Stamp Office
9th Floor
City Centre House
30 Union Street
Birmingham
B2 4AR
Tel: 0845 603 0135
Fax: 0121 643 8381

You should then send the completed and stamped (if applicable) stock transfer form together with the covering share certificate to the Registrar for registration. The Registrar will prepare a new share certificate in the name of the transferee and send you any balance certificate that may be required.

Do I have to pay stamp duty on my shares transfer?
Stamp duty is payable to HM Revenue & Customs (HMRC) on transfers of shares at the rate of 0.5% of the amount of consideration paid for the shares rounded up to the next multiple of £5.00.

Legislation will be introduced in the Finance Bill 2008 to provide that instruments transferring stocks and shares that were previously chargeable with £5 stamp duty will in future be exempt and will not need to be presented to HMRC for stamping. The measure will have effect for instruments executed on or after 13 March 2008.

May I hold shares jointly with someone else?
Yes you may.

As an executor, what should I do if a shareholder has died?
Our Registrar will note the death of a shareholder on the share register on receipt of an original copy of the death certificate. However, in order to enable the Registrar to recognise you as executor to an estate you will need to send us a Court sealed office copy of the grant of probate together with all of the share certificates representing the shareholding of the deceased shareholder. The Registrar will register the probate and return the Court sealed office copy of the grant of probate to you together with the endorsed share certificate(s).

The same procedure is required if you have been appointed as an Administrator to an estate, but in this case you will need to send a Court sealed office copy of the grant of letters of administration.

If the shareholder died without leaving a Will, the value of the shareholding is less than £5,000 and the value of the estate is less than £20,000 then the small estates procedure may be appropriate.

Can I check my shareholding on the Internet?
No, we do not currently offer an online service to manage shareholdings.

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Analysts

Andrew Darley
JM Finn Capital Markets Ltd.
60 New Broad Street
London
EC2M 1JJ
Tel: +44 20 7220 0547
adarley@finncap.com

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Investor Relations Contacts

If you are a current or prospective shareholder and would like to contact ZOO then please complete the online form.

Media enquiries should be sent to:

Josh Royston/Terry Garrett
Threadneedle Communications
Third Floor, 10-15 Queen Street
London
EC4N 1TX
Tel +44 20 7653 9850
josh.royston@threadneedlepr.co.uk

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<a href=”/wp-content/downloads/CompanyReports/2011FinancialStatements.pdf” target=”_blank”>Annual report to 31 March 2011</a>