Investors
Join us in shaping the future of defence technology.
Defence Holdings offers unique opportunities for investors to be part of groundbreaking advancements in defence. Operating as a strategic platform rather than a point solution provider, combining capital discipline with rapid innovation across multiple defence domains.
Total issued share capital of the Company is 804,984,029 shares with a nominal value of £0.001 each.” ("Ordinary Shares").
Each Ordinary Share ranks pari passu for voting rights, dividends and return of capital on winding up. Except as disapplied, Shareholders will have preemption rights which will generally apply in respect of future share issues for cash. No pre-emption rights exist in respect of future share issues wholly or partly other than for cash.
Introducing the Defence Holdings
Executive Board
At Defence Holdings, our mission is to build the UK’s first software-led defence company — one capable of shaping the future of sovereign capability through technology, not just hardware. That requires more than ambition. It demands experience, clarity of purpose, and leadership that understands both the pace of innovation and the realities of modern conflict.
Our Executive Board brings together individuals with deep operational, financial, and geopolitical expertise. With backgrounds spanning national defence, public markets, software, and security, this team is focused on delivering against our five year strategic plan — with discipline, speed, and long-term value creation at its core.
James is a former Royal Navy officer with senior leadership experience in aerospace, cyber, and defence systems. At Raytheon Technologies, he led advanced programmes across AI-enabled sensing and secure communications. He now chairs the Board at Defence Holdings, bringing operational insight and strategic oversight as the company scales its software-led defence capabilities.
Andrew brings deep experience in building mission-critical software platforms for national defence and security. As Chief Strategy Officer at Whitespace, he has led the development of AI infrastructure designed for deployment in high-stakes, disconnected, and sovereign environments. At Defence Holdings, Andy provides strategic guidance on product, commercialisation, and operational scale, drawing on a career spent turning complex, technical capability into real-world outcomes for governments and allied institutions.
Brian is co-founder and Senior Independent Director of Defence Holdings PLC. He has been instrumental in shaping the company’s long-term strategy, overseeing its transition into a software-led defence business and leading the rebrand in 2025. As Senior Independent Director, Brian provides governance oversight and acts as a key link between the executive team and shareholders, helping to guide execution of the company’s five-year plan with a focus on discipline, transparency, and strategic clarity.
A decorated former Royal Marine and UK Special Forces operative, Staz was awarded the Conspicuous Gallantry Cross for combat service in Afghanistan in 2013. After a decade in elite operations, including sniper instruction and demolitions he co-founded ThruDark, a high-performance apparel brand engineered for military-grade resilience. His leadership is characterised by operational precision, resilience under pressure, and technical problem‐solving in extreme environments
Ian brings a rare mix of creative and strategic experience across gaming, simulation, and defence technology. He is currently Creative Director at True Anomaly which builds technology at the intersection of spacecraft, software, and AI to safeguard global security by ensuring space access and sustainability for all. At Defence Holdings, Ian supports the development of intuitive, software-first defence applications, drawing on his background in strategic wargaming, immersive environments, and operator experience design to help shape tools built for the realities of modern conflict.
Derek played a pivotal leadership role during the company’s strategic pivot to Defence Holdings PLC. He steered strategic repositioning efforts and ensured continuity of governance during this transitional phase in mid‐2025. As Non‐Executive Director, Derek continues to support the Board with strategic oversight, drawing on his experience guiding the company through restructuring, capital raises, and repositioning into its current defence-first trajectory
As a company with a Listing in the Transition Category, the Company is not required to comply with the provisions of the Corporate Governance Code published by the Financial Reporting Council (FRC Corporate Governance Code). The Company notes that it will not undertake the following steps required by the FRC Corporate Governance Code in that:
Given the size of the Board and the Company’s current status, certain provisions of the FRC Corporate Governance Code (in particular the provisions relating to the composition of the Board and the division of responsibilities between the Chairman and chief executive and executive compensation), are not being complied with by the Company as the Board considers these provisions to be inapplicable to the Company;
The Board has established an audit committee and a remuneration committee comprising at least three non-executive directors. The terms of reference of these committees are as follows:
The Company’s audit committee is comprised of Derek Lew and Brian Stockbridge. The audit committee is to meet at least twice a year to consider the integrity of the financial statements of the Company, including its annual and interim accounts; the effectiveness of the Company’s internal controls and risk management systems; auditor reports; and terms of appointment and remuneration for the auditor; and
The Company’s remuneration committee is comprised of Derek Lew and Brian Stockbridge.The remuneration committee is to meet at least twice a year and has as its remit the determination and review of, among others, the remuneration of executives on the Board and any share incentive plans of the Company.
The FRC Corporate Governance Code recommends that the submission of all directors for re-election at annual intervals. None of the Directors will be required to be submitted for re-election until the first annual general meeting of the Company; and the Board does not comply with the provision of the FRC Corporate Governance Code that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent. The Company intends to appoint additional independent non-executive directors in the future so that the Board complies with these provisions.
However, in the interests of observing best practice on corporate governance, the Company intends to comply with the provisions of the Corporate Governance Code published by the Quoted Companies Alliance (QCA Corporate Governance Code) insofar as is appropriate having regard to the size and nature of the Company and the size and composition of the Board.
Registered Address:
72 Charlotte Street, London, England, W1T 4QQ
Solicitors:
Fladgate LLP, 16 Great Queen Street, London, WC2B 5DG,
Accountants & Auditors:
PKF Littlejohn LLP, 15 Westferry Circus, Canary Wharf, London, E14 4HD
Registrar:
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE
However, in the interests of observing best practice on corporate governance, the Company intends to comply with the provisions of the Corporate Governance Code published by the Quoted Companies Alliance (QCA Corporate Governance Code) insofar as is appropriate having regard to the size and nature of the Company and the size and composition of the Board.
