INVESTORS

SEC S.p.A AIM RULE 26 INFORMATION

Description of the business

SEC S.p.A. is a holding company, incorporated in Italy, It is head office for a public relations and advocacy business, headquartered in Milan with operations across western Europe.

Directors

Luigi Piergiuseppe Ferdinando Roth, aged 75 – Non-Executive Chairman

Luigi Roth was appointed to the Board as its Non-Executive Chairman in June 2016. He has significant board experience and his current roles include being President of Alba Leasing S.p.A. (since May 2012), Senior Advisor of Equita SIM S.p.A. (since October 2014), President of Italiana Valorizzazioni Immobiliari S.r.l. (since September 2013) and President of Melior Valorizzazioni Immobiliari S.r.l. (since June 2010), President of Gruppo Lombardo dei Cavalieri del Lavoro (since September 2013) and he holds positions on the boards of Pirelli & C. S.p.A., Autostrada Torino Milano S.p.A., Eurovita Assicurazioni S.p.A. and NTV S.p.A. Noteworthy previous experience includes roles as President of Terna S.p.A., Consorzio Città della Salute e della Ricerca di Milano, Fondazione Fiera Milano and Ferrovie Nord Milano Esercizio S.p.A., as 13well as various positions held on the boards of Meliorbanca, Cassa Depositi e Prestiti S.p.A., Ansaldo Trasporti S.p.A. and Breda Costruzioni Ferroviarie S.p.A. Luigi Roth is also a Knight Grand Cross of Merit of the Italian Republic, Knight of Labour and a Papal Gentleman.

Fiorenzo Vittorio Tagliabue, aged 66 – Chief Executive Officer

Fiorenzo Tagliabue is the founder and controlling shareholder of SEC. He has significant expertise in urban regeneration projects, such as Porta Nuova in Milan (for Hines Group), regeneration of the Fiera di Milano area (for Citylife and Generali-Allianz Group), development plan for Bovisa (for Euromilano) and construction of Fiera in Rho-Pero (for Fiera Milano Foundation). He was the CEO of Nuova Editoriale Italiana S.p.A. from 1983 to 1989 and, in 1985, he founded and became General Secretary for the first three years of Centro Televisivo Vaticano. Mr Tagliabue was a member of the Board of Directors of Teatro La Scala (Milan) Foundation from 2005 until January 2015 and is a member of the board of directors of Banco Alimentare Foundation and of Venice University Institute of Architecture.

Cesare Valli, aged 61 – Managing Director

Cesare Valli was appointed to the Board in July 2015 and has extensive expertise in managing integrated communication projects as well as corporate and product communication campaigns. His experience in the financial sector includes the first privatization campaign ever carried out in Italy, five major privatizations, more than 20 IPOs, M&A, litigation, restructuring and change management plans for large banks and associations. Mr Valli worked for Hill & Knowlton Strategies, Inc. from 1988 to 2015, where he rose through the roles of Strategy Director Europe, President and CEO for Southern Europe and Italy, President and CEO Mediterranean and Eastern Europe and Italy and was a member of the Company Global Council. He was also President of Italian Public Relation Association from 1994 to 1998 and Vice President of Assocomunicazione from 2005 to 2008. Mr Valli is a former Professor on theory and techniques of image promotion at University of Siena and Professor at CUOA Master in Vicenza and at Ca’ Foscari University in Venice. Mr Valli is responsible for the day-to-day running of SEC’s Italian operations.

Thomas Edward Parker, aged 43 – Managing Director (also Chief Executive and shareholder of Cambre Associates – Brussels)

Tom Parker co-founded Cambre Associates SA in 2013, based in Brussels, and was appointed to the Board in June 2016. Mr Parker was the Managing Director at Interel PR & PA from 2006 to 2007 and the Managing Director of Interel Cabinet Stewart in 2008. Mr Parker is the Vice President of the British Chamber of Commerce in Brussels. He is also a regular commentator on EU lobbying practice and the future of the advocacy profession. Mr Parker works with organizations at the highest levels across a wide range of sectors, counselling on EU affairs and pan–European advocacy campaigns and has advised on some of Europe’s highest profile reputational challenges and counselled on issues management and crisis communication at European and global levels. Mr Parker is also on the boards of the SEC subsidiaries Kohl PR and ACH Cambre.

Anna Milito, aged 45 – Chief Financial Officer

Mrs Milito joined SEC in 2003 and since has worked in the administrative team, becoming Chief Financial Officer in 2014. Her role includes coordinating a team composed of seven finance and administration professionals. Prior to joining SEC, Mrs Milito worked for an Italian accountancy firm from 1998-1999 and from 2000-2002 she was consultant to a provincial consortium on regional, national and communitarian financing laws for enterprises in Parma. Mrs Milito has a degree in Business Economics from the University of Parma and is a chartered accountant.

David Carr Mathewson, aged 68 – Non-Executive Director

David Mathewson was appointed to the Board in June 2016. Mr Mathewson has experience in advising private and public companies on strategy plus implementation of mergers, acquisitions, debt and equity fund raising and capital reconstructions. Mr Mathewson has spent much of his Executive career as Senior Director of Noble Grossart Ltd. More recently, Mr Mathewson was Finance Director of Playtech plc, between 2010 and 2013, which moved from AIM to the main market during his tenure. Prior to being Finance Director, he was a Non-Executive Director and chaired the audit and risk committees of Playtech plc. Mr Mathewson is a member of the Institute of Chartered Accountants of Scotland.

Paola Bruno, aged 50 - Non - Executive Director

Founder and Managing Director of ZCA Advisory Ltd based in London and M&A, financial and corporate advisory for financial institutions, investment funds and European/North America industrial and tech companies. Independent Non Executive Director and Member of the Nomination and Remuneration Committee in INWIT SpA.



Audit and AIM Compliance Committee

The Audit and AIM Compliance Committee has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Group is properly measured and reported on and ensuring compliance with the AIM Rules for Companies. It will receive and review reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit and AIM Compliance Committee will meet no less than twice each year and will have unrestricted access to the Group’s auditors. The Audit Committee comprises David Mathewson as chairman and Luigi Roth.


Remuneration Committee

The Remuneration Committee reviews the performance of executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The Remuneration Committee will meet at least once each year. The Remuneration Committee comprises David Mathewson as chairman and Luigi Roth.


Nomination Committee

The Nomination Committee is responsible for identifying, nominating and approving appointments to the Board, as well as considering the continuing appropriateness of the Board, the future needs of the Company and issues of succession. The Nomination Committee will meet at least once each year. The Nomination Committee comprises Luigi Roth as chairman and David Mathewson.


Shareholders rights

The rights of shareholders may be different from the rights of shareholders in a UK incorporated company.


Articles of association

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By Laws (ENG)
Statuto (ITA)

Share capital

This information was last updated as at 26 July 2016

Number of AIM securities in issue 12,221,975
Percentage of AIM securities not in public hands 74.57%
Significant shareholders
Fiorenzo Tagliabue* 74.57%
Paola Ambrosino de Bruttopilo 4.79%
Equita Sim S.p.A. 4.53%
Banca Esperia S.p.A. 4.53%
Edoardo Francesco Maria Romeo 3.26%
*includes members of his family


Admission Document

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Admission Document

Key Advisers

Nominated Adviser and Broker WH Ireland Limited 24 Martin Lane London EC4R 0DR
Financial Adviser UBS (Italia) S.p.A. Corporate Advisory Group Via Palestro, 2 20121 – Milan Italy
Joint stock broker PETERHOUSE: Martin Lampshire e Charles Goodfellow +44 (0)20 7469 0930
Joint stock broker WH IRELAND: Paul Schekleton +44 (0)20 7220 1756
Auditors BDO Italia S.p.A. Viale Abruzzi,94 20131 Milan, ITALY
Solicitors to the Company (Italian Law) NCTM Studio Legale Via Agnello 12 20121 – Milan Italy
Solicitors to the Company (English Law) Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU

Corporate Governance

The Directors recognise the importance of sound corporate governance and intend that the Group will comply with the provisions of the QCA Guidelines.

UK City Code on Takeovers and Mergers

The Takeover Code does not currently apply to the Company and is not expected to apply to the Company following Admission on the basis that the Company’s place of central management and control is not expected to be in the UK, the Channel Islands or the Isle of Man. This position may change in the event that the Panel reviews the application of the Takeover Code to AIM-traded companies which have their registered office in the UK, the Channel Islands or the Isle of Man, even if its business is managed and controlled elsewhere. For this reason the shareholders will not be offered any protections under the Takeover Code. It is emphasised that, although the Ordinary Shares will trade on AIM, the Company will not be subject to takeover regulation in the UK. However, certain protections have been incorporated into the Articles which, to an extent, mirror provisions of the Takeover Code (the “Relevant Code Provisions”) to the extent that it is possible to do so. The Articles provide that if an acquisition of Ordinary Shares were to increase the aggregate holding of the acquirer and its concert parties to shares carrying 30 per cent. or more of the voting rights in the Company, the acquirer and, depending on the circumstances, its concert parties, would be required (except with the agreement of the Company in general meeting by ordinary resolution of independent shareholders) to make a cash offer for the outstanding shares in the Company at a price not less than the highest price paid for the Ordinary Shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by any acquisition of shares by a person holding (together with its concert parties) shares carrying between 30 and 50 per cent. of the voting rights in the Company if the effect of such acquisition were to increase the person’s percentage of voting rights. The main difference between these provisions and the Relevant Code Provisions is that the Takeover Panel does not have any jurisdiction to exercise its discretion in waiving any of the provisions of the Takeover Code.


Events and shareholders’ meetings

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SEC SpA Avviso convocazione Assemblea 2017
Sec SpA Modulo delega 2017

Documents and annual reports

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SEC Bilancio e nota integrativa al 31.12.2016 del 31.05
SEC relazione sulla gestione 2016 del 22.05 (Allegato al SEC Bilancio e nota integrativa al 31.12.2016 del 31.05)
SEC relazione di BDO 2016 (Allegato al SEC Bilancio e nota integrativa al 31.12.2016 del 31.05)
SEC relazione collegio sindacale 2016 (Allegato al SEC Bilancio e nota integrativa al 31.12.2016 del 31.05)
SEC Annual report 2016
SEC Relaz Consol 31.12.2016

Press Releases

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August 3rd - SEC SpA: £3 million strategic equity investment in Porta Communications Plc
April 24th - SEC SpA’s international growth continues. The group acquires the majority of the Poland Society Martis Consulting, in the top ten of the market
December 22th - SECSpA Conditional acquisition of majority shareholding in Martis Consulting SP z o.o. in Poland
September 30th-SEC SpA Interim results for the six months ended 30 June 2016
September 13th - SEC SpA: Acquisition of majority shareholding in Newington (ENG)
13 Settembre - SEC SpA: Il Gruppo acquisisce la maggioranza di Newington, società leader nel mercato UK per comunicazione corporate e public affairs (ITA)
July 26th - Admission to AIM and First Day of Dealings (ENG)
26 Luglio - SEC ammessa alle negoziazioni sull’AIM di Londra (ITA)