Annual Financial Report
Registration number 3687441
Analyst Investment Management Plc
Directors' report and financial statements
for the year ended 30 November 2010
Company information
Directors Bharat Amin
D. John L King (appointed 25 March 2010)
Surbjit Chadda
Robert Lambourne (resigned 25 March 2010)
Secretary Surbjit Chadda
Company number 3687441
Registered office 49 Wokingham Road
Earley
Reading
Berkshire
RG6 1LG
Registrar Capita Financial Administration Limited
Customer Service Centre
2 The Boulevard
City One Office Park
Gelderd Road
Leeds LS12 6NT
Auditors SRLV
Chartered Accountants
89 New Bond Street
London
W1S 1DA
Bankers Barclays Bank Plc
1st Floor
99 Hatton Garden
London
EC1N 8DN
Contents
Page
Chairman's Statement 4 - 6
Directors' report 7 - 9
Auditors' report 10 - 11
Profit and loss account 12
Balance sheet 13
Cash flow statement 14
Notes to the financial statements 15 - 20
Notice of Annual General Meeting 21 - 23
Proxy Forms 24 - 25
Chairman's Statement
for the year ended 30 November 2010
Performance Review
The company made a loss in the year to 30th November 2010 of £76,403 (2009: £
32,391) after interest and tax. This resulted in an increased loss per share of
1.036 pence (2009: 0.439 pence) following the transfer of CF Analyst UK Fund by
Capita ACD Services Ltd. As a result the core existing funds under management
substantially decreased from £4.968 million to £0.482 million. No management
and/or performance fees were earned on the existing funds of £0.482 million
under management. Management and/or performance fees earned from CF Analyst UK
Fund prior to the transfer by Capita ACD Services Ltd during the year were £
8,509 compared to the fees earned in 2009 of £95,607.
The two additional new investment managers, Paul Cosgrove and Vicente Mancheno
Sagrario have brought with them £17.5 million investment funds for management
which are expected to generate a contribution to profit as from the second half
of 2011.
In addition, Surbjit Chadda and I shall bring in, as from 1 June 2011,
investment funds for management of £3 million. These funds are expected to
generate a contribution to fee income as from the second half of 2011.
Cost of sales were kept under control and were £27,594 (2009: £36,249) and
decreased by £8,655 following the departure of Ade Roberts.
Administrative expenses were kept under control and remained in line with the
previous year. Savings on Directors fees of £2,500 and premises cost of £12,000
were offset by an increase in telephone, computer and travelling costs incurred
in generating new clients and abortive costs with regards to the launch of the
Gold Fund which was abandoned following the departure of Sandeep Jaitley.
The value of funds under management increased from approximately £4.968 million
at 1st December 2009 to around £18 million at 30th November 2010.
CF Analyst UK Fund
Capita sent us a Notice of Termination which came into effect on 17th February
2010, at which point they appointed new managers to the Fund. The reason Capita
have given for their decision as mentioned in their letter to shareholders (who
are all generated by and known to Analyst) of CF Analyst UK Fund is as follows
"Having reviewed the Fund's portfolio of assets, a significant proportion of
which is held in cash, and having discussed the Fund's past and proposed
investment strategy with Analyst Investment Management plc, the investment
manager of the Fund, we believe that the interest of investors will be best
served by the Fund's asset allocation and strategy being reconsidered by a new
investment manager with a view to being aligned more closely with the Fund's
investment objective".
Capita have not only appointed a new investment manager but also changed the
name of the fund without prior consultation and approval of the shareholders
(these are not generated by and/or personally known to Capita) of CF Analyst UK
Fund.
Capita sent a Notice of an EGM dated 16 December 2010 to be held on 7 January
2011 for the renamed CF UK Fund (previously CF Analyst UK Fund) to propose a
resolution for CF UK Fund to be merged into Walker Cripps UK Growth Fund. A
significant number of shareholders did not receive this Notice until 23
December 2010 and some after Christmas in breach of the required 21 day notice
period.
We attended the EGM and informed the board of directors, and the investment
manager and compliance officer of CF UK Fund, that a significant number of
shareholders did not receive the Notice of an EGM 21 days prior to the meeting
and this should be recorded in the minutes and reported to the FSA. We
requested a copy of the minutes should be sent to us. To date we have not
received it.
The resolution was resoundingly rejected by 67.1 % of the votes cast.
We have been in consultation with our legal advisers with regards to exploring
what options would be available to us in removing Capita as the Authorised
Corporate Directors of CF UK Fund. One of the options available is to call an
EGM to remove Capita. We are assessing the cost of exercising such an option.
Investment Review
During this financial year the collective fund, CF UK Fund, increased its
assets by £158,235 from £4.352m to nearly £4.491 million. The unit share price
went up from 94.41 pence to 114.18 pence. The Fund achieved a return of 21.38%
(2009: 11.63%), and 19.63% (2009: negative 5.05%) since the launch date on 1st
December 2005. The benchmark performance of the FTSE All Share Index in 2010
was 11.52% (2009: 24.11%), and since the launch date 23.21% (2009: negative
4.42%).
As previously mentioned, a decision was taken to stay out of the market during
2009 and remain substantially liquid pending a return to a less volatile
investment environment.
This year, however, there has been an improvement to market conditions.
Accordingly, we have sold our investments in Dr Pepper and Cadburys, and
reduced or sold all our holdings in small caps to focus on FTSE 100 stocks. The
cash in the portfolio has been invested in Inmarsat, Vodafone, Dragon Hill,
GlaxoSmithKline, AMEC, BHP Billiton, BG Group, Anglo Pacific Group and BAT.
Outlook
Our new investment managers, Paul Cosgrove and Vicente Sagrario, have brought
with them funds for investment of £17.5 million in the first half of the
current year, 2011, with prospects of more by the end of the financial year. In
addition, Surbjit Chadda and I plan to introduce new funds totalling £3 million
by 1 June 2011.
We plan to write to all the investors in the Fund and recommend that they move
to Hargreave Hale where we will set up individual client accounts. We have
received indications that at least 40% of these investors will move their
accounts.
Our relocation to Reading and the departure of the previous investment manager
on 30th November 2009 has saved the Company an estimated £45,000 as planned
which has been offset by the increase in costs with regards to Paul Cosgrove
and Vicente Sagrario, telecommunications, computer equipment and travel, and
the abortive costs of the gold fund.
The markets have remained volatile with the political problems in the Arab
world, the earthquake in Japan, floods in Australia, a substantial increase in
commodity and oil prices, the US Republican controlled Congress in combative
mood against President Obama, and the threat of inflation and rising interest
rates. All this has created considerable market uncertainty. As a result,
investors have become more cautious and seem to be holding onto cash despite
the low interest rate environment. Given these circumstances, we have done well
in our active marketing campaign to attract new funds. As the investment team
builds its track record, I am confident this will result in our ability to
attract additional investment funds for management.
.................................
Bharat Amin
Chairman
27 April 2011
Directors' Report
for the year ended 30 November 2010
The directors present their report and the financial statements for the year
ended 30 November 2010.
Principal activity
The principal activity of the company was the provision of discretionary and
advisory investment management services.
Results and dividends
The results for the year are disclosed in the profit and loss account. At the
year end, the company had £18 million of funds under management. The directors
are unable to recommend payment of a final dividend (2009: nil).
Review of the business and future developments
A business review for the year and future developments are set out in the
Chairman's statement.
Principal risks and uncertainties
The directors continue to assess the risks facing the company of having one
main revenue stream and have identified other revenue streams which are being
reviewed at present.
Going concern
The financial statements have been prepared on the going concern basis. The
directors gave due consideration to the going concern and liquidity risk
guidance issued by the Financial Reporting Council. Following their assessment,
the directors believe that there is currently no risk to the going concern
status of the company as the company has more than sufficient cash reserves to
meet its expenses over the next 12 months.
Payments of creditors
It is the company's policy to settle trade liabilities in accordance with the
terms and conditions of its suppliers. During the year the average number of
days' credit obtained from suppliers was 15 days (2009: 15 days).
Key Performance Indicators
The financial key performance indicators relate to the results reported for the
year which are disclosed in the Chairman's report. The non-financial key
performance indicators relate to fund management services provided which are
disclosed in the Chairman's report.
Post balance sheet events
There were no post balance sheet events.
IFRS Adoption
The company does not currently intend to adopt IFRS until it is required to do
so.
Directors and their interests
The directors who served during the year and their interests in the company are
as stated below:
30/11/10 30/11/09
Bharat Amin (1) 2,140,752 2,140,752
D. John L King - -
Surbjit Chadda - -
(1) Including shares held by Mrs Mina Amin, spouse of Bharat Amin
Directors' Report
for the year ended 30 November 2010
Substantial shareholders
In addition to the directors' interests disclosed above, the company has been
notified of the following holdings of 3% or more in the ordinary issued share
capital of the company at 30 November 2010:
Number of Percentage of
ordinary shares share capital
Brewin Nominees Limited 1,499,501 20.32
Rowanmoor Trustees Limited 966,666 13.10
G Black 460,000 6.23
T Black 460,000 6.23
HSBC Global Custody Nominee (UK) Limited 433,333 5.87
Barclayshare Nominees Limited 351,227 4.76
P Winkworth 333,333 4.52
Financial assets
The company's principal financial instruments comprise mainly of cash.
Market Risks
The company could be exposed to potential changes in global markets and
economic conditions that may be caused by fluctuations in monetary policy
resulting in increase in interest rates. The increased market volatility may
affect the valuation of our trading and investment positions.
Currency Risk
The company's income and expenses are denominated in sterling, euros and US
dollars. We are exposed to currency risk on income received from the Iberia
income and cash balances held in euros and US dollars. The Company is not
exposed to any significant currency risk. We manage the risk by paying our
consultants out of the same currency as which the income is earned and
therefore minimising the currency movement to sterling. Translation risk is
minimised as the balances in the overseas bank accounts are kept to a minimum
and used to pay consultants and bills.
Liquidity Risk
The company has sufficient cash to meet its operational requirements.
Credit Risk
The company is exposed to credit risk to the extent that the prime broker and
custodian may be unable to fulfil their contractual obligations. This risk,
however, is considered minimal.
Regulatory Risk
The company operates within a highly regulated business sector. Any change to
regulatory and legislative policies could have an impact on the company.
Management of risks
The directors continue to assess the risks facing the company and the risks
associated with investments are closely monitored by the directors. Both the
securing of new business and maintaining existing relationships are essential
to the company's success.
Directors' Report
for the year ended 30 November 2010
Directors' responsibilities
Directors are responsible for preparing the financial statements in accordance
with regulations, and United Kingdom Generally Accepted Accounting Practice and
applicable laws within it.
Company law requires the directors to prepare financial statements for each
financial year which give a true and fair view of the state of the affairs of
the company and of the profit or loss of the company for that year.
In preparing the financial statements the directors are required to:
- select suitable accounting policies and apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to
any material departures disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records that
disclose with reasonable accuracy at any time the financial position of the
company, and enables them to ensure that the financial statements comply with
the Companies Act 2006. They are also responsible for safeguarding the assets
of the company and for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The directors are also responsible for the maintenance and integrity of the
corporate and financial information included on the company's website. It is
important to bear in mind that legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Statement of disclosure to auditor
So far as the directors are aware there is no relevant information of which the
company's auditors are unaware, and the directors have taken all the steps that
they ought to have taken as directors in order to make themselves aware of any
relevant audit information and to establish that the company's auditors are
aware of that information.
Auditors
A resolution proposing the re-appointment of SRLV as auditors of the company
will be put to the Annual General Meeting.
This report was approved by the directors on 27 April 2011 and signed on their
behalf by
.................................
S S Chadda
Director
Independent auditors' report to the shareholders of Analyst Investment
Management Plc
We have audited the financial statements of Analyst Investment Management Plc
for the year ended 30 November 2010 which comprise the Profit and Loss Account,
the Balance Sheet, the Cash Flow Statement and the related notes 1 to 1 8. The
financial reporting framework that has been applied in their preparation is
applicable law and United Kingdom Accounting Standards (United Kingdom
Generally Accepted Accounting Practice).
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we are
required to state to them in an auditors' report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company's members as a body, for our
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described in the Statement of Directors' Responsibilities on page 9 the
company's directors are responsible for the preparation of the financial
statements in accordance with applicable law and United Kingdom Accounting
Standards (United Kingdom Generally Accepted Accounting Practice) and for being
satisfied that they give a true and fair view.
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and International Standards on
Auditing (UK and Ireland). Those standards require us to comply with the
Auditing Practices Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the
financial statements sufficient to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or
error. This includes an assessment of: whether the accounting policies are
appropriate to the company's circumstances and have been consistently applied
and adequately disclosed; the reasonableness of significant accounting
estimates made by the directors; and the overall presentation of the financial
statements.
Opinion on financial statements
In our opinion the financial statements:
* give a true and fair view of the state of the company's affairs as at 30
November 2010 and of its loss for the year then ended;
* have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and
* have been prepared in accordance with the requirements of the Companies Act
2006.
Independent auditors' report to the shareholders of Analyst Investment
Management Plc (continued)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors' Report for the financial
year for which the financial statements are prepared is consistent with the
financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:
* adequate accounting records have not been kept, or returns adequate for the
audit have not been received from branches not visited by us; or
* the financial statements are not in agreement with the accounting records
and returns; or
* certain disclosures of directors' remuneration specified by law are not
made; or
* we have not received all the information and explanations we require for
our audit.
………..................................... Date: 27 April 2011
Marc Voulters
Senior Statutory Auditor
For and on behalf of SRLV 89 New Bond Street
Chartered Accountants London
Statutory Auditor W1S 1DA
Profit and loss account
for the year ended 30 November 2010
2010 2009
Notes £ £
Turnover 2 43,129 95,607
Cost of sales (27,594) (36,249)
_______ _______
Gross profit 15,535 59,358
Administrative expenses (101,938) (98,550)
_______ _______
Operating loss 3 (86,403) (39,192)
Other interest receivable and
similar income 4 10,000 6,801
_______ _______
Loss on ordinary
activities before taxation (76,403) (32,391)
Tax on loss on ordinary activities 6 - -
_______ _______
Loss for the year (76,403) (32,391)
_______ _______
Loss per share (pence) 7 (1.036) (0.439)
_______ _______
The profit and loss account has been prepared on the basis that all operations
are continuing operations.
There are no recognised gains or losses other than the profit or loss for the
above two financial years.
Balance sheet
as at 30 November 2010
2010 2009
Notes £ £ £ £
Fixed assets
Tangible assets 8 8,249 -
Current assets
Debtors 9 28,846 12,464
Cash at bank and in hand 368,258 462,300
_______ _______
397,104 474,764
Creditors: amounts falling
due within one year 10 (10,492) (3,500)
_______ _______
Net current assets 368,612 471,264
_______ ________
Net assets 394,861 471,264
_______ _______
Capital and reserves
Called up share capital 11 184,444 184,444
Share premium account 1,100,642 1,100,642
Profit and loss account 12 (890,225) (813,822)
_______ _______
Equity shareholders' funds 13 394,861 471,264
_______ _______
The financial statements were approved by the directors on 27 April 2011 and
signed on their behalf by
.................................
S S Chadda
Director
Company Registration No. 3687441
Cash flow statement
for the year ended 30 November 2010
2010 2009
Notes £ £
Reconciliation of operating loss to net
cash outflow from operating activities
Operating loss (86,403) (39,192)
Add back depreciation charge 2,750 -
Purchase of tangible fixed assets (10,999) -
Increase in debtors (16,382) (439)
Increase/(decrease) in creditors 6,992 (1,732)
_______ _______
Net cash outflow from operating activities (104,042) (41,363)
_______ _______
Cash flow statement
Net cash outflow from operating activities (104,042) (41,363)
Returns on investments and servicing of finance 16 10,000 6,801
_______ _______
Decrease in cash in the year (94,042) (34,562)
_______ _______
Reconciliation of net cash flow to movement in net debt 17
Decrease in cash in the year (94,042) (34,562)
Net funds at 1 December 2009 462,300 496,862
_______ _______
Net funds at 30 November 2010 368,258 462,300
_______ _______
1. Accounting policies
1.1. Accounting convention
The financial statements are prepared under the historical cost convention in
accordance with applicable United Kingdom Accounting Standards (United Kingdom
Generally Accepted Accounting Practice) which have been applied consistently
and the Companies Act 2006.
1.2. Turnover
Turnover by the company comprises fees generated from the management of
individual segregated accounts and the collective fund. The turnover is earned
from the following services: investment management fees, gate keeping services,
commissions received for security transactions based on trades executed,
security administration fees based on quarterly fees paid for assets held and
foreign currency transaction fees generated.
Investment management fees on segregated accounts are paid on a performance
basis only. The performance fees are paid only at the end of the investment
period and are based on the investments in the segregated accounts
outperforming the FT All Share Index. Gatekeeping fees on the individual
accounts are due and payable quarterly in advance.
During the year Investment management fees were charged on the CF Analyst UK
Funds until investment management was transferred away from the Company by
Capita ACD Services Ltd on 17 February 2010. The fees were paid monthly in
arrears. No performance fee was earned in this period.
1.3. Tangible fixed assets and depreciation
Tangible fixed assets are initially recognised at cost.
Depreciation is provided at rates calculated to write off the cost less
residual value of each asset over its expected useful life, as follows:
Fixtures, fittings
and equipment - 25% Straight Line
1.4. Leasing
Rentals payable under operating leases are charged against income on a straight
line basis over the lease term.
1.5. Deferred taxation
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events have occurred at that date that will result in an obligation to pay
more, or a right to pay less or to receive more, tax, with the following
exceptions: deferred tax assets are recognised only to the extent that the
directors consider that it is more likely than not that there will be suitable
taxable profits from which the future reversal of the underlying timing
differences can be deducted. Deferred tax is measured on an undiscounted basis
at the tax rates that are expected to apply in the periods in which timing
differences reverse, based on tax rates and laws enacted or substantively
enacted at the balance sheet date.
1.6 Foreign Currency
Foreign currency transactions arising from operating activities are translated
from local currency into pounds sterling at the exchange rates prevailing at
the date of the transaction. Monetary assets and liabilities denominated in
foreign currencies at the period end are translated at the period-end exchange
rate. Foreign currency gains or losses are credited or charged to the profit
and loss account as they arise.
2. Turnover
The company's turnover for the year derives from the fund management
activities.
2010 2009
£ £
Class of business
Fund management fees 43,129 95,607
_______ _______
The turnover for 2009 includes the performance fee of £58,724 earned in the
year to 30 November 2008.
3. Operating loss 2010 2009
£ £
Operating loss is stated after charging:
- Operating lease rentals 18,000 30,000
_______ _______
The auditors' remuneration:
- Audit of accounts 4,000 3,500
_______ _______
4. Interest receivable and similar income 2010 2009
£ £
Bank interest 10,000 6,801
_______ _______
5. Employees
Number of employees
The average monthly numbers of employees 2010 2009
(including directors) during the year were: Number Number
Management 3 4
_______ _______
Employment costs 2010 2009
£ £
Wages and salaries - 29,910
Social security costs - 3,113
_______ _______
- 33,023
_______ _______
5.1. Directors' emoluments 2010 2009
£ £
Remuneration and other emoluments - 29,910
_______ _______
In addition fees of £18,000 (2009: £18,000) were paid to Mr Bharat Amin, £1,500
to Mr D. John L King (2009: NIL) and £2,000 (2009: £6,000) to Mr Robert
Lambourne, which was paid to his personal company.
6. Taxation on ordinary activities
No taxation arises on the results for the year (2009: £ nil)
Unrelieved operating tax losses of approximately £ 850,149 (2009: £770,695)
remain available for offset against future taxable trading profits.
7. Loss per share
The loss per share is based on the loss after taxation of £ 76,403 (2009: £
32,391) and the weighted average number of ordinary shares of 2.5p each in
issue during the period of 7,377,777. (2009: 7,377,777).
There are no financial instruments with dilutive effects.
Fixtures,
8. Tangible fixed assets fittings and
equipment Total
£ £
Cost
At 1 December 2009 - -
Additions 10,999 10,999
_______ _______
At 30 November 2010 10,999 10,999
_______ _______
Depreciation
At 1 December 2009 - -
Charge for the year 2,750 2,750
_______ _______
At 30 November 2010 2,750 2,750
_______ _______
Net book values
At 30 November 2010 8,249 8,249
_______ _______
At 30 November 2009 - -
_______ _______
9. Debtors 2010 2009
£ £
Trade debtors - 3,012
Prepayments and accrued income 28,846 9,452
_______ _______
28,846 12,464
_______ _______
10. Creditors: amounts falling due 2010 2009
within one year £ £
Accruals and deferred income 10,492 3,500
_______ _______
11. Share capital 2010 2009
£ £
Authorised equity
10,000,000 Ordinary shares of 2.5 pence each 250,000 250,000
_______ _______
Allotted, called up and fully paid equity
7,377,777 Ordinary shares of 2.5 pence each 184,444 184,444
_______ _______
12. Statement of movement on the Profit & loss account Profit & Loss
Account
£
Balance at 1 December 2009 (813,822)
Loss for year (76,403)
_______
Balance at 30 November 2010 (890,225)
_______
13. Reconciliation of movements in shareholders' funds 2010 2009
£ £
Loss for the year (76,403) (32,391)
_______ _______
Net deduction from shareholders' funds (76,403) (32,391)
Opening shareholders' funds 471,264 503,655
_______ _______
Closing shareholders' funds 394,861 471,264
_______ _______
14. Financial commitments
At 30 November 2010 the company had annual commitments under non-cancellable
operating leases as follows:
Plant and Plant and
Machinery Machinery
2010 2009
£ £
Expiry date:
Within one year - 192
Between one and five years - -
_______ _______
- 192
_______ _______
15. Related party transactions
Directors fees of £18,000 (2009: £18,000) were invoiced by Angel Morgan
Limited, a company owned by Mr Bharat Amin and who is a director of this
company. The director's fees were disclosed in note 5.1 on page 17.
Rent of £18,000 (2009: £ NIL) and Accountancy fees of £9,000 (2009: £9,000)
were invoiced by Berkshire Properties Limited, a company in which Mr Surbjit
Chadda has a shareholding and who is a director of this company.
At the year end there were no amounts outstanding.
16. Gross cash flows
2010 2009
£ £
Returns on investments and servicing of finance
Interest received 10,000 6,801
_______ _______
17. Analysis of changes in net funds
Opening Cash Closing
balance flows balance
£ £ £
Cash at bank and in hand 462,300 (94,042) 368,258
_______ _______ _______
Net funds 462,300 (94,042) 368,258
_______ _______ _______
18. Contingent Liabilities
In December 2009 Mr Ade Roberts, a previous director and employee of the
company brought an employment tribunal claim against the company for unfair
dismissal. The claim is due to be heard at Tribunal later this year. The
company's solicitors are reviewing the position of the claim. In the opinion of
the directors the claim will be unsuccessful and therefore its financial effect
will be Nil.
19. Ultimate controlling party
In the opinion of the directors it is the Board, as appointed by the
shareholders, that directs the financial and operating policies of the company
as no one person has control.
ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Analyst Investment
Management Plc will be held at the offices of SRLV, Chartered Accountants, 89
New Bond Street, London.W1S 1DA on Wednesday 18 May 2011 at 11.30 a.m. for the
following purposes:
Ordinary business
1. To receive the reports of the directors and auditors and the financial
statements for the year ended 30 November 2010.
2. To reappoint SRLV, Chartered Accountants, as auditors to hold office from
the conclusion of this Annual General Meeting until the conclusion of the
next Annual General Meeting at which financial statements are laid before
the members.
3. To authorise the directors to fix the remuneration of the auditors.
4. To re-elect Mr S S Chadda as a director, who is retiring by rotation, as a
director.
Special Business
To consider and, if thought fit, to pass resolution 5 as an ordinary resolution
and resolutions 6 and 7 as special resolutions.
5. That the directors be generally and unconditionally authorised pursuant to
section 551 of the Companies Act 2006 to exercise all the powers of the company
to allot, grant options and/or warrants over or otherwise deal with or dispose
of the unissued share capital of the company provided that the authority hereby
given:
a. shall be limited to unissued shares in the share capital of the company
having an aggregate nominal value of £50,000; and
b. shall expire at the end of the next Annual General Meeting of the company
to be held in 2012 unless previously renewed or varied save that the
directors may, notwithstanding such expiry, allot, grant options and/or
warrants over or otherwise deal with or dispose of any shares under this
authority in pursuance of an offer or agreement so to do made by the
company before the expiry of this authority.
Special Resolutions
6. Subject to the passing of the preceding ordinary resolution the directors be
and they are hereby empowered pursuant to section 570 and section 573 of the
Companies Act 2006 to allot equity securities (as defined in section 560 of
that Act) for cash pursuant to the authority conferred in that behalf by the
preceding ordinary resolution, as if section 561(1) of that Act did not apply
to any such allotment, provided that this power shall be limited:
a. to the allotment of equity securities in connection with a rights issue in
favour of ordinary shareholders where the equity securities respectively
attributable to the interests of all ordinary shareholders are
proportionate (as nearly as may be) to the respective numbers of ordinary
shares held by them subject only to such exclusions or other arrangements
as the directors may deem necessary or expedient to deal with fractional
entitlements; and
ANNUAL GENERAL MEETING
.................... continued
b. to the allotment (otherwise than pursuant to subparagraph (a) above) of
equity securities up to an aggregate nominal amount of £9,222 representing
5% of the present issued share capital of the company;
and shall expire on the date of the next Annual General Meeting of the company
or 15 months from the passing of this resolution, whichever is the earlier,
save that the company may before such expiry make an offer or agreement which
would or might require equity securities to be allotted after such expiry and
the board may allot equity securities in pursuance of such an offer or
agreement as if the power conferred hereby had not expired.
7. Pursuant to article 51.2 of the company's articles of association that the
company be and is hereby unconditionally and generally authorised to make
market purchases (as defined in section 693(4) of the Companies Act 2006) of
ordinary shares of 2.5 pence each in the capital of the company, provided that:
a. The maximum number of ordinary shares hereby authorised to be acquired is
1,105,928 representing 14.99% of the present issued share capital of the
company as at 18 May 2011;
b. The minimum price which may be paid for such shares is 2.5 pence per share
which amount shall be exclusive of expenses;
c. The maximum price which may be paid for such shares is, in respect of a
share contracted to be purchased on any day, an amount (exclusive of
expenses) equal to 105% of the average of the middle market quotations for
an ordinary share of the company taken from the Daily Official List of The
London Stock Exchange on the ten business days immediately preceding the
day on which the share is contracted to be purchased;
d. the authority hereby conferred shall expire at the conclusion of the next
Annual General Meeting or fifteen months from the passing of this
resolution, whichever is the earlier; and
e. the company may make a contract to purchase its own shares under the
authority hereby conferred prior to the expiry of such authority which will
or may be executed wholly or partly after the expiry of such authority and
may make a purchase of its own shares in pursuance of any such contract.
By order of the Board
Analyst Investment Management Plc
Company Secretary
Registered office:
49 Wokingham Road
Earley
Reading
Berkshire
RG6 1LG
Dated this 27 April 2011
ANNUAL GENERAL MEETING
.................... continued
Notes:
i. A member entitled to attend and vote at the Meeting may appoint one or more
proxies to attend and, on a poll, to vote instead of him/her. A proxy need
not be a member of the company.
ii. A form of proxy is provided with this notice. To be valid, proxies must be
received at 49 Wokingham Road, Reading, Berkshire. RG6 1LG no later than 48
hours before the time fixed for the Meeting.
iii. Please indicate how you wish your votes to be cast by placing a cross in
the appropriate spaces. Unless otherwise indicated the proxy will vote as
he/she thinks fit or will abstain (including any other matter which may
properly come before the meeting.)
iv. Completion and return of this form of proxy will not prevent a member from
attending the Meeting and voting in person should the member wish to do so.
v. There will be available for inspection at the Registered Office during
normal business hours from the date of this notice to the date of the
Annual General Meeting and at the place of the Meeting for 15 minutes prior
to and during the Meeting, the Register of Directors' Interests and copies
of the director's service contracts.
PROXY FORM
I/We (Note 8)______________________________________________________(block
letters please)
of
_______________________________________________________________________________
being a member/members of Analyst Investment Management plc ("the Company")
hereby appoint
[ ] or, failing him, the duly appointed Chairman of the Meeting or (Note 5)
_______________________ as my/our proxy to vote for me/us and on my/our behalf
at the Annual General Meeting of the Company to be held at the offices of SRLV,
Chartered Accountants, 89 New Bond Street, London.W1S 1DA on Wednesday, 18 May
2011 at 11.30 a.m. and at any adjournment thereof, in the manner specified
below.
RESOLUTIONS DESCRIPTION FOR AGAINST
Resolution No.1 To receive the directors'
report and
accounts for the year ended 30
November 2010 and the auditors
report therein
Resolution No.2 To re-appoint SRLV as auditors
of the Company
Resolution No.3 To authorise the directors to
fix the remuneration of the
auditors.
Resolution No.4 To re-appoint Mr S S Chadda as
Director
Resolution No.5 Authority to allot, grant
options and/or warrants, or
otherwise dispose of the
unissued share capital of the
company.
Resolution No.6 Authority to allot shares in
connection with a rights issue
or otherwise.
Resolution No.7 Authority to purchase ordinary
shares of the company.
Signature ________________
Dated ________________ 2011
PROXY FORM
.................... continued
Notes:
1. Please indicate by an `X' in the space provided how you wish your votes to
be cast. Without such directions the proxy will vote or abstain at his/her
discretion.
2. In the case of a corporation, this form of proxy must be given under the
common seal, or under the hand of an officer, attorney or other person duly
authorised to sign it.
3. In the case of joint holders, the vote of the senior who tenders the vote
will be accepted to the exclusion of all others, seniority being determined by
the order in which names stand on the Register of Members.
4. To be valid, this form of proxy, duly executed, and the power of attorney or
other authority (if any) under which it is executed or a certified copy of such
power or authority must be received at 49 Wokingham Road, Reading, Berkshire.
RG6 1LG no later than 48 hours before the time appointed for the Meeting.
5. If a member wishes to appoint any other person to act as proxy, insert the
name in the space provided and strike out all other appointees. The proxy need
not be a member of the Company.
6. Completion of this form will not preclude you from attending and voting at
the Meeting if you wish.
7. Any alteration to this form of proxy must be initialled.
8. Please insert your name and address.
Latest directors dealings
- 1 hour ago ASOS
- 1 hour ago Coca-Cola Europacific Partners (DI)
- 1 hour ago Liontrust Asset Management
- 1 hour ago Liontrust Asset Management
- 1 hour ago Luceco