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 2,873,485,974 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.
Former Chief of the Defence Staff of the United Kingdom, Lord Houghton brings over four decades of strategic leadership across defence and national security. As Non-Executive Chairman of Defence Holdings PLC, he guides the company’s mission to advance sovereign capability through innovation in AI and information resilience.
A senior executive with experience across government-aligned technology, defence and critical infrastructure. Formerly the CEO of Plexal from 2018, leading innovation programmes with government and national security partners and overseeing organisational growth. He was also part of the founding team at Here East, and earlier held senior roles in telecoms and data centres, including at Cable & Wireless, focused on strategy, operations and infrastructure delivery.
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.
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.
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.
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Jim Clover OBE is a former UK national security and cyber operations leader with over 25 years’ experience in cyber operations, open-source intelligence and digital forensics. He served as Deputy Director of Cyber Operations within HM Government and was awarded an OBE for services to UK and overseas national security.
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
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 Company has established a Remuneration Committee with delegated duties and responsibilities.
The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Group’s policy on executive remuneration, including setting the overarching principles, parameters and governance framework of the Group’s remuneration policy and determining the individual remuneration and benefits package of each of the Executive Directors. The Remuneration Committee is chaired by Derek Lew, and its other members are Ian Yarwood-Lovett and James Norwood. The Remuneration Committee will meet not less than twice a year.
The Company has established an Audit Committee with delegated duties and responsibilities.
The Audit Committee is responsible, amongst other things, for making recommendations to the Board on the appointment of auditors and the audit fee, monitoring and reviewing the integrity of the Company’s financial statements and any formal announcements on the Company’s financial performance as well as reports from the Company’s auditors on those financial statements. In addition, the Audit Committee will review the Company’s internal financial control and risk management systems to assist the Board in fulfilling its responsibilities relating to the effectiveness of those systems, including an evaluation of the capabilities of such systems in light of the expected requirements for any specific acquisition target. The Audit Committee is chaired by Derek Lew, and its other members are Ian Yarwood-Lovett and James Norwood. The Audit Committee will meet not less than twice a year.
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.
The Board has adopted a share dealing policy for directors’ dealings which captures the requirements of the Market Abuse Regulation (as retained in English law). The Board is responsible for taking proper and reasonable steps for ensuring compliance with the share dealing policy and the Market Abuse Regulation (as retained in English law) by the Directors.
As a Company whose shares are admitted to the Equity (Transition) segment of the Official List, the Company is not required to comply with the UK Corporate Governance Code published by the Financial Reporting Council. The Company has instead adopted the Quoted Companies Alliance Corporate Governance Code, which is more suited to the Company’s stage of development and resources.
Registered Address:
21 Arlington Street London, England, SW1A 1RN
Solicitors:
Fladgate LLP, 16 Great Queen Street, London, WC2B 5DG,
Accountants & Auditors:
PKF Littlejohn LLP, 15 Westferry Circus, Canary Wharf, London, E14 4HD
Registrar:
Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD.
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.
