Final Results

RNS Number : 4551R

Fiske PLC

23 August 2010

 



Fiske Plc 

('Fiske' or 'the Company')

Final Results

Fiske Plc (the 'Company') announces its final results for the twelve months ended 31 May 2010.

In accordance with rule 26 of the AIM Rules for Companies this information is also available, under the Investors section, at the Company's website, http://www.fiskeplc.com .

For further information please contact:

  • Gerard Luchini, Fiske Plc - Compliance Officer

    (tel: [phone])

  • Gerry Beaney/David Hignell, Grant Thornton Corporate Finance (Nominated Adviser)

    (tel: [phone])

  

Chairman's Statement

The results for the year ended 31st May 2010 were much improved on the previous year and at the pre- tax level we earned £435,000 as opposed to the loss of £139,000 in 2009.  The year has not been without its trials and tribulations not least significantly greater payments to the Financial Services Compensation Scheme Levy for us and our industry and the likelihood of further heavy costs in the current year.  However we have continued to contain our overall costs to moderate levels.

Our revenues were impacted adversely by the current levels of interest rates, as indeed were the incomes of our clients.  It is a case of the prudent savers paying for the follies of the bankers and the calculated extravagance of the former government. 

The integration of our acquisition, in April of last year, of Vor Financial Strategy Limited has proceeded smoothly and its financial results have gratifyingly exceeded management's expectations.

A satisfying aspect of our business over the past year has been the steady increase in the level of funds under management. In essence we regard ourselves primarily as managers and advisors of clients' funds and our future lies in that direction rather than the corporate finance route chosen by many of our competitors where we feel the conflicts of interest inhibiting.

We have chosen to remain in our present premises and have agreed a new ten year lease with our landlords. Our personnel numbers remain fairly constant as we add experienced brokers to our numbers to replace our retirees.  We see that process as a constructive evolution of the business. We are conscious of the ages of some of our members but we do not feel it has been a drawback to our business and we subscribe to the advantages that can be obtained by raising the retirement age.

In view of our results for the year and our strong balance sheet the Board has decided to pay a second interim dividend of 2p per share (last year 2p), which with the first interim dividend of 2p (last year 2½p) already paid makes a total of 4p per share (last year 4½p).

The current year has got off to a good start and we are encouraged at the prospects for this year.

Our Annual General Meeting will be held at our offices at Salisbury House at 12.30 p.m. on Thursday, 30 September 2010 and we welcome shareholders to attend our meeting and to meet our directors and staff.

Clive Fiske Harrison

Chairman

23 August 2010

 

Consolidated Statement of Comprehensive Income

For the year ended 31 May 2010

	Notes	2010	2009
		£’000	£’000
Continuing Operations
Fee and commission income	3	4,044	3,480
Fee and commission expenses	3	(927)	(863)
Net fee and commission income		3,117	2,617
Other income	3	159	154
Total Revenue		3,276	2,771
Profit on disposal of available-for-sale investments		3	-
Impairment on available-for-sale investments		(15)	(27)
Profit/(loss) on investments held for trading		115	(107)
Operating expenses		(3,009)	(2,741)
Write-down of goodwill	12	-	(145)
Amortisation of intangibles	13	-	(45)
Operating profit/(loss)	6	370	(294)
Investment revenue		44	52
Finance income	7	27	109
Finance costs	8	(6)	(6)
Profit/(loss) on ordinary activities before taxation		435	(139)
Taxation	9	(128)	(11)
Profit/(loss) on ordinary activities after taxation		307	(150)
Other comprehensive income/(expense)
Movement in unrealised appreciation of investments		10	(178)
Deferred tax on movement in unrealised appreciation of investments		(2)	50
Net other comprehensive income/(expense)		8	(128)
Total comprehensive income/(expense) attributable to equity shareholders		315	(278)
Earnings per ordinary share
Basic	11	3.6p	(1.8)p
Diluted	11	3.6p	(1.8)p

 

Consolidated Statement of Financial Position

31 May 2010

	Notes	2010	2009
		£'000	£'000
Non-current Assets
Goodwill	12	395	380
Other intangible assets	13	-	-
Property, plant and equipment	14	32	75
Available-for-sale investments	16	1,228	1,233
Total non-current assets		1,655	1,688
Current Assets
Trade and other receivables	17	9,042	10,664
Investments held for trading	18	324	187
Cash and cash equivalents	19	4,796	3,143
Total current assets		14,162	13,994
Current liabilities
Trade and other payables	20	10,888	10,836
Current tax liabilities		121	22
Total current liabilities		11,009	10,858
Net current assets		3,153	3,136
Non-current liabilities
Deferred tax liabilities	21	263	257
Total non-current liabilities		263	257
Net Assets		4,545	4,567
EQUITY
Share capital	22	2,109	2,109
Share premium		1,216	1,216
Revaluation reserve		730	722
Retained earnings		490	520
Shareholders' equity		4,545	4,567

These financial statements were approved by the Board of Directors and authorised for issue on 23 August 2010.

Signed on behalf of the Board of Directors

C F Harrison

Chairman and Chief Executive Officer

Parent Company Statement of Financial Position

31 May 2010

	Notes	2010	2009
		£'000	£'000
Non-current Assets
Goodwill	12	230	230
Other intangible assets	13	-	-
Property, plant and equipment	14	32	75
Investments in subsidiary undertakings	15	720	705
Available-for-sale investments	16	1,228	1,233
Total non-current assets		2,210	2,243
Current Assets
Trade and other receivables	17	9,042	10,661
Investments  held for trading	18	324	187
Cash and cash equivalents	19	4,796	3,087
Total current assets		14,162	13,935
Current liabilities
Trade and other payables	20	11,497	11,395
Current tax liabilities		121	12
Total current liabilities		11,618	11,407
Net current assets		2,544	2,528
Non-current liabilities
Deferred tax liabilities	21	263	257
Total non-current liabilities		263	257
Net Assets		4,491	4,514
EQUITY
Share capital	22	2,109	2,109
Share premium		1,216	1,216
Revaluation reserve		730	722
Retained earnings		436	467
Shareholders' equity		4,491	4,514

These financial statements were approved by the Board of Directors and authorised for issue on 23 August 2010.

Signed on behalf of the Board of Directors

C F Harrison

Chairman and Chief Executive Officer

Statement of Changes in Equity

For the year ended 31 May 2010

Group	Share capital	Share premium	Revaluation reserve	Retained earnings	Total
	£'000	£'000	£'000	£'000	£'000
Balance at 1 June 2008	2,087	1,187	850	1,128	5,252
Issue of ordinary share capital	22	29	-	-	51
Revaluation of available-for-sale investments	-	-	(128)	-	(128)
Loss for the financial year	-	-	-	(150)	(150)
Dividends paid	-	-	-	(458)	(458)
Balance at 1 June 2009	2,109	1,216	722	520	4,567
Revaluation of available-for-sale investments	-	-	10	-	10
Deferred tax on revaluation of available-for-sale investments	-	-	(2)	-	(2)
Profit for the financial year	-	-	-	307	307
Dividends paid	-	-	-	(337)	(337)
Balance at 31 May 2010	2,109	1,216	730	490	4,545

 

Parent Company	Share capital	Share premium	Revaluation reserve	Retained earnings	Total
	£'000	£'000	£'000	£'000	£'000
Balance at 1 June 2008	2,087	1,187	850	1,075	5,199
Issue of ordinary share capital	22	29	-	-	51
Revaluation of available-for-sale investments	-	-	(128)	-	(128)
Loss for the financial year	-	-	-	(150)	(150)
Dividends paid	-	-	-	(458)	(458)
Balance at 1 June 2009	2,109	1,216	722	467	4,514
Revaluation of available-for-sale investments	-	-	10	-	10
Deferred tax on revaluation of available-for-sale investments	-	-	(2)	-	(2)
Profit for the financial year	-	-	-	306	306
Dividends paid	-	-	-	(337)	(337)
Balance at 31 May 2010	2,109	1,216	730	436	4,491

Group and Parent Company Cash Flow Statement

For the year ended 31 May 2010

		2010		2009
		Group	Company	Group	Company
	Note	£'000	£'000	£'000	£'000
Net cash generated from/(used in) operating activities	23	1,941	1,997	(320)	(216)
Investing activities
Interest received		27	27	109	109
Investment income received		44	44	52	52
Interest paid		(6)	(6)	-	-
Proceeds on disposal of available-for-sale investments		23	23	-	-
Purchases of available-for-sale investments		(20)	(20)	-	-
Purchases of property, plant and equipment		(4)	(4)	(25)	(25)
Payments to acquire subsidiary undertaking	15	(15)	(15)	(160)	(160)
Cash acquired with subsidiary undertaking	15	-	-	160	-
Net cash generated from/(used in) investing activities		49	49	136	(24)
Financing activities
Dividends paid		(337)	(337)	(459)	(459)
Net cash used in financing activities		(337)	(337)	(459)	(459)
Net increase in cash and cash equivalents		1,653	1,709	(643)	(699)
Cash and cash equivalents at beginning of year		3,143	3,087	3,786	3,786
Cash and cash equivalents at end of year		4,796	4,796	3,143	3,087

 

Notes to the Accounts

For the year ended 31 May 2010

1              Accounting policies

General information

Fiske plc is a limited company incorporated in Great Britain and registered in England and Wales, company number 02248663. The address of its registered office and principal place of business are disclosed in the Company Information page of the Financial Statements.

The principal activities of the Company are described in the Directors' Report.

Adoption of new and revised standards

Recent accounting developments

The following standards and interpretations issued by the International Accounting Standards Board (IASB) and IFRIC have been adopted in these financial statements.

·    IFRS 7 Financial instruments: Disclosures

·    IAS 1 Presentation of Financial Statements - Comprehensive revision including requiring a statement of comprehensive income and amendments relating to disclosure of puttable instruments and obligations arising on liquidation

·    IFRIC 12 Service Concession Arrangements

·    IFRIC 14 IAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding requirements and their Interaction

IFRIC 12 has no impact on the financial statements of the Company or the Group. The adoption of IFRIC 14 has not had a material impact on the financial statements of the Company or the Group.

The following standards, amendments and interpretations have been issued by the IASB and IFRIC with an effective date, subject to EU endorsement in some cases, which does not impact on these financial statements.

IFRS various Annual improvements 2009

IFRS 1, IAS 27 Cost of an investment in subsidiary. Jointly controlled entity or associate

IFRS 2 Share-based Payment - Amendment relating to vesting conditions and cancellations

IFRS 3 Business Combinations - Comprehensive revision on applying the acquisition method

IFRS 8 Operating Segments

IAS 23 Borrowing Costs - Comprehensive revision to prescribed treatment

IAS 27 Consolidated and Separate Financial Statements - Consequential amendments arising from amendments to IFRS 3

IAS 28 Investments in Associates - Consequential amendments arising from amendments to IFRS 3

IAS 31 Interests in Joint Ventures - Consequential amendments arising from amendments to IFRS 3

IAS 32 Financial Instruments: Presentation - Amendments relating to puttable instruments and obligations arising on liquidation

IAS 38 Intangible Assets - Accounting for advertising and promotional costs

IAS 39 IFRS 7 Financial Instruments: Recognition and measurement - amendments for eligible hedged items

IFRIC 11, IFRS 2 Group and treasury share transactions

IFRIC 13 Customer Loyalty Programmes

IFRIC 15 Agreements for the construction of real estate

IFRIC 16 Hedges of a net investment in a foreign operation

IFRIC 17 Distribution of non-cash assets to owners

IFRIC 18 Transfer of assets from customers

The impact on the Group's financial statements of the future standards, amendments and interpretations is still under review, but the Group does not currently expect any of these changes to have a material impact on the results or the net assets of the Company or the Group.

(a)  Basis of preparation

These financial statements have been prepared in accordance with the requirements of IFRS implemented by the Group for the year ended 31 May 2010 as adopted by the European Union and International Financial Reporting Interpretations Committee and with the Companies Act 2006. The Group financial statements have been prepared under the historical cost convention, with the exception of financial instruments, which are stated in accordance with IAS 39 Financial Instruments: recognition and measurement. The principal accounting policies are set out below.

 (b)  Going concern basis

The Group's activities, together with the factors likely to affect its future development, performance and position are set out in the Directors' Report on pages 6 to 8. It also includes the Group's objectives, policies and processes for managing its business risk objectives, which includes its exposure to credit, market and operational risks. The Group continues to hold a substantial cash resource. After making enquiries, the Directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.  For this reason the Directors continue to adopt the going concern basis in preparing the financial statements.

(c)  Basis of consolidation

The Group financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 May each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefit from its activities. The results of subsidiaries acquired during the year are included in the Consolidated Statement of Comprehensive Income from the effective date of acquisition as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

(d)  Revenue recognition

The Group follows the principles of IAS 18, 'Revenue Recognition', in determining appropriate revenue recognition policies. In principle, therefore, revenue is recognised to the extent that the economic benefits associated with the transaction will flow into the Group.

·      Commission: Commission income and expenses are recognised on a trade date basis.

·      Fees: Investment management, administration and corporate finance fees are recognised when earned with retainer fees being recognised over the length of time of the agreement.

·      Dividend income: Dividend income is recognised when the right to receive payment is established.

(e)  Segment reporting

IFRS 8 requires that an entity disclose financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments. Operating segments are identified on the basis of internal reports that are regularly reviewed by the Chief Executive Officer to allocate resources and to assess performance. Using the Group's internal management reporting as a starting point the single reporting segment set out in note 3 has been identified.

(f)  Business combinations

The acquisition of subsidiaries is accounted for using the purchase method. The cost of acquisition is measured as the aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date. As permitted by IFRS 1, the Group has chosen not to restate, under IFRS, business combinations that took place prior to 1 June 2006 the date of transition to IFRS.

(g) Goodwill

Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any impairment. Goodwill which is recognised as an asset is reviewed for impairment at least annually. Any impairment is recognised immediately and is not subsequently reversed.

For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently where there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying value of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata on the basis of the carrying value of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Goodwill arising on acquisitions before the date of transition to IFRSs has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date.

(h) Property, plant and equipment

All property, plant and equipment are shown at cost less subsequent depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of items. Depreciation is charged so as to write off the cost or valuation of assets over their useful economic lives, using the straight-line method, which is considered to be as follows:

Office refurbishment                            - 5 years

Office furniture and fittings                - 4 years

Computer equipment                           - 3 years

The assets' residual values and useful lives are reviewed, and if appropriate asset values are written down to their estimated recoverable amounts, at each balance sheet date. Gains and losses on disposals are determined by comparing proceeds with the carrying amounts, and are included in the income statement.

(i)  Impairment of intangible assets

The Group's policy is to amortise the intangible assets over the life of the contract.

At each balance sheet date, the Group reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

(j)  Available-for-sale investments

Available-for-sale investments are recognised and derecognised on a trade date where a purchase or sale of an investment is effected under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at cost.

At subsequent reporting dates, available-for-sale investments are measured at fair value. Gains or losses arising from changes in fair value are recognised directly in equity, until the security is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is included in the net profit or loss for the period. Impairment losses recognised in profit or loss are not subsequently reversed through profit or loss.

The fair values of available-for-sale investments quoted in active markets are determined by reference to the current quoted bid price. Where independent market prices are not available, fair values may be determined using valuation techniques with reference to observable market data.

(k) Trade and other receivables

Trade and other receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

(l)  Investments held for trading

Investments held for trading, which from time to time may include derivatives, including traded options and warrants traded on an exchange, are measured at market value.

(m)          Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to known amounts of cash and are subject to insignificant risk of changes in value. Such investments are normally those with original maturities of three months or less.

(n) Client money

The Company holds money on behalf of clients in accordance with the Client Money Rules of the Financial Services Authority. With the exception of money arising in the course of clients' transactions, as disclosed in note 19, such monies and the corresponding liability to clients are not shown on the face of the balance sheet. The amount so held on behalf of clients at the year end is stated in note 26.

(o)  Trade and other payables

Trade and other payables are recognised initially at fair value, which is the agreed market price at the time goods or services are provided. The Group accrues for all goods and services consumed but as yet unbilled at amounts representing management's best estimate of fair value.

(p)  Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

(q)  Dividends

Equity dividends are recognised when paid.

(r)  Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

When the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the income statement over the remaining vesting period.

Where equity instruments are granted to persons other than employees, the income statement is charged with the fair value of the goods and services received.

There has been no material share options charge to the income statement to date and therefore no disclosure appears in these financial statements.

(s)  Taxation

The tax expense represents the sum of the tax currently payable and the deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

(t)  Foreign currencies

The individual financial statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the Group Financial Statements, the results and financial position of each Group company are expressed in pounds sterling, which is the functional currency of the Company, and the presentation currency for the Group Financial Statements.

In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical costs in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.

(u) Leases

Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.

2              Critical accounting judgements and key uncertainties of estimation uncertainty

In the application of the Group's accounting policies, which are described in note 1, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period.

Allowance for bad debts

The Group makes provision for the element of fees which it believes will not be recovered from clients. This is based on past experience and detailed analysis of the outstanding fees position particularly with regard to the value of customers' portfolios relative to the fees owed.

Fair value of investments

The Group currently holds an investment in Euroclear Plc, which is held as an available-for-sale financial asset and measured at fair value at the balance sheet date. The Euroclear Plc shares do not trade in an active market, and therefore fair value is calculated with reference to the most recently published Euroclear Plc financial statements, using the Directors' valuation.

Impairment

The assets on the balance sheet are reviewed for any indications of impairment. This is done with reference to the recoverability and market value of the assets concerned but may involve an element of judgement or estimation in determining whether there are any indications of impairment and if so, the extent of any impairment loss.

3              Total revenue and segmental analysis

Adoption of IFRS 8, Operating Segments

The Group has adopted IFRS 8 Operating Segments with effect from 1 January 2009. IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Executive to allocate resources to the segments and to assess their performance. In contrast, the predecessor Standard (IAS 14 Segment Reporting) required the Group to identify two sets of segments (business and geographical), using a risks and returns approach, with the Group's system of internal financial reporting to key management personnel serving only as the starting point for the identification of such segments. Nevertheless, as a result, following the adoption of IFRS 8, the identification of the Group's single reportable segment has not changed.

Within this single reportable segment, total revenue comprises:

	2010	2009
	£'000	£'000
Commission receivable	3,470	3,121
Corporate finance and advisory fees	40	15
Investment management fees	534	344
	4,044	3,480
Commission payable to associates	(912)	(818)
Commission payable to third parties	(15)	(45)
	(927)	(863)
	3,117	2,617
Other income	159	154
	3,276	2,771

Substantially all revenue in the current and prior year is generated in the UK and derives solely from the provision of financial services.

4              Staff costs

The average number of employees, including Directors, employed by the company within each category of persons was:

	2010	2009
	No.	No.
Dealing and sales	7	7
Settlement	8	9
Administration	8	8
	23	24

Employees', including Directors', costs comprise:

	2010	2009
	£'000	£'000
Wages, salaries and other staff costs	1,231	1,198
Social security costs	143	135
	1,374	1,333

5              Directors

(a) Directors' emoluments comprise:

	2010	2009
	£'000	£'000
Emoluments	526	547
Highest paid Director's remuneration:
Emoluments	136	136

Information regarding Directors' share options is shown under Directors' Interests in the Directors' Report.

The emoluments of the Directors for the current and previous year are as follows:

	Gross salary	Bonus paid from 2008/09	Fees	Commission	Benefits	Total
31 May 2010	£'000	£'000	£'000	£'000	£'000	£'000
A J Andrews	85	-	-	-	1	86
C F Harrison	122	-	-	-	14	136
J P Q Harrison	75	-	-	-	1	76
F G Luchini	99	-	-	-	2	101
A D Meech	69	-	-	26	2	97
S J Cockburn	-	-	15	-	-	15
M H W Perrin	-	-	15	-	-	15
	450	-	30	26	20	526

No directors' bonuses were awarded in respect of the year to 31 May 2009.

	Gross salary	Bonus paid from 2007/08	Fees	Commission	Benefits	Total
31 May 2009	£'000	£'000	£'000	£'000	£'000	£'000
M J Allen(i)	-	-	13	-	-	13
A J Andrews	81	10	-	-	1	92
C F Harrison	106	-	-	-	30	136
J P Q Harrison	71	4	-	-	1	76
F G Luchini	99	4	-	-	2	105
A D Meech	68	3	-	22	2	95
S J Cockburn	-	-	15	-	-	15
M H W Perrin	-	-	15	-	-	15
	425	21	43	22	36	547

⁽ⁱ⁾ Resigned 1 November 2008

Bonuses included in the table above were awarded in the prior year, to 31 May 2008 and were accrued for in that year, but paid in the year to 31 May 09.

(b)  Directors' balances

The Directors' trading balances have been included within trade receivables and payables and Directors' current account balances are included in other payables.

6              Operating profit/(loss)

	2010	2009
	£'000	£'000
The operating profit/(loss) is arrived at after charging:
Auditors' remuneration: Fees payable to the Company's auditors: -       for the audit of the Company's annual accounts -       for the audit of the Company's subsidiaries pursuant to legislation	55 5	55 5
Non-audit fees: -       Other services pursuant to legislation: Interim review	5	5
-       Tax services	3	3
Net foreign exchange losses	7	13
Depreciation of property, plant and equipment	48	56
Impairment of goodwill	-	145
Amortisation of intangible assets	-	45
Operating lease rentals - Land and buildings	189	189
- Other	5	5

The profit for the financial year dealt with in the financial statements of the parent Company was £306,000 (2009 - loss of £150,000) before dividend.

As permitted by Section 408 of the Companies Act 2006, no separate income statement is presented in respect of the parent Company.

7              Finance income

	2010	2009
	£'000	£'000
Interest receivable:
Banks	27	109
	27	109

8              Finance costs

	2010	2009
	£'000	£'000
Interest payable:
Bank loans, overdrafts and other interest payable	6	6

9              Tax

Analysis of tax charge on ordinary activities:

	2010	2009
	£'000	£'000
Current tax
Current year	121	12
Prior year adjustment	3	4
	124	16
Deferred tax
Current year	(4)	(5)
Prior year adjustment	8	-
Total tax charge (to Statement of Comprehensive Income)	128	11

Factors affecting the tax charge for the year

The standard rate of tax for the year, based on the United Kingdom standard rate of corporation tax, is 28% (2009: 28%).

The charge for the year can be reconciled to the profit per the Statement of Comprehensive Income as follows:

	2010	2009
	£'000	£'000
Profit/(loss) before tax	435	(139)
Charge/(credit) on profit/(loss) on ordinary activities at standard rate	122	(39)
Effect of:
Expenses not deductible in determining taxable profit	18	18
Non taxable income	(8)	(9)
Double tax relief	3	(1)
Amortisation of goodwill	-	41
Small company relief	(18)	(3)
Adjustment to tax charge in respect of prior years	11	4
	128	11

10           Dividends paid

	2010	2009
	£'000	£'000
Second interim dividend of 2p (October 2008: 3p) paid in respect of prior year	168	249
First interim dividend of 2p (March 2009: 2.5p)	169	210
	337	459
Second interim dividend of 2p (October 2009: 2p) to be paid	169	169

The second interim dividend will be paid to holders of 8,425,715 ordinary 25p shares.

The Employee Share Option Scheme, which is controlled by Fiske plc held shares to the benefit of nominated employees, waived the entitlement to any dividend on its holding of 9,490 ordinary shares of 25p each (2009 - 9,490 ordinary shares of 25p each).

11           Earnings per share

Basic earnings per share has been calculated by dividing the profit on ordinary activities after taxation by the weighted average number of shares in issue during the year. Diluted earnings per share is basic earnings per share adjusted for the effect of conversion into fully paid shares of the weighted average number of share options during the year.

31 May 2010	Basic	Diluted Basic
	£'000	£'000
Profit on ordinary activities after taxation	307	307
Adjustment to reflect impact of dilutive share options	-	1
Earnings	307	308
Number of shares (000's)	8,426	8,478
Earnings per share (pence)	3.6	3.6

31 May 2009	Basic	Diluted Basic
	£'000	£'000
Loss on ordinary activities after taxation	(150)	(150)
Adjustment to reflect impact of dilutive share options	-	1
Losses	(150)	(149)
Number of shares (000's)	8,353	8,399
Losses per share (pence)	(1.8)	(1.8)

	31 May 2010	31 May 2009
Number of shares (000's):
Weighted average number of shares	8,426	8,353
Dilutive effect of share option scheme	52	46
	8,478	8,399

12           Goodwill

		Group	Company
Fund management acquisitions		£'000	£'000
Cost
At 1 June 2008		1,146	1,146
Additions		150	-
At 1 June 2009		1,296	1,146
Additions		15	-
At 31 May 2010		1,311	1,146
Accumulated impairment losses
At 1 June 2008		771	771
Impairment losses for the year		145	145
At 1 June 2009		916	916
Impairment losses for the year		-	-
At 31 May 2010		916	916
Net book value
At 31 May 2010		395	230
At 31 May 2009		380	230
At 31 May 2008		375	375

13           Other intangible assets

			Systems licence	Total
Group and Company			£'000	£'000
Cost
At 1 June 2008			282	282
At 1 June 2009			282	282
At 31 May 2010			282	282
Accumulated amortisation
At 1 June 2008			237	237
Charge for the year			45	45
At 1 June 2009			282	282
Charge for the year			-	-
At 31 May 2010			282	282
Net book value
At 31 May 2010			-	-
At 31 May 2009			-	-
At 31 May 2008			45	45

14           Property, plant and equipment

	Office furniture and equipment	Computer equipment	Office refurbishment	Total
Group	£'000	£'000	£'000	£'000
Cost
At 1 June 2008	130	106	175	411
Additions	1	24	-	25
Disposals	-	(1)	-	(1)
At 1 June 2009	131	129	175	435
Additions	1	3	-	4
Disposals	(57)	(60)	-	(117)
At 31 May 2010	75	72	175	322
Accumulated depreciation
At 1 June 2008	128	92	85	305
Charge for the year	2	20	34	56
Disposals	-	(1)	-	(1)
At 1 June 2009	130	111	119	360
Charge for the year	1	12	35	48
Disposals	(57)	(61)	-	(118)
At 31 May 2010	74	62	154	290
Net book value At 31 May 2010	1	10	21	32
At 31 May 2009	1	18	56	75
At 31 May 2008	2	14	90	106

	Office furniture and equipment	Computer equipment	Office refurbishment	Total
Company	£'000	£'000	£'000	£'000
Cost
At 1 June 2008	130	98	175	403
Additions	1	24	-	25
Disposals	-	-	-	-
At 1 June 2009	131	122	175	428
Additions	1	3	-	4
Disposals	(57)	(53)	-	(110)
At 31 May 2010	75	72	175	322
Accumulated depreciation
At 1 June 2009	128	84	85	297
Charge for the year	2	20	34	56
Disposals	-	-	-	-
At 1 June 2009	130	104	119	353
Charge for the year	1	12	35	48
Disposals	(57)	(54)	-	(111)
At 31 May 2010	74	62	154	290
Net book value At 31 May 2010	1	10	21	32
At 31 May 2009	1	18	56	75
At 31 May 2008	2	14	90	106

15           Investment in subsidiary undertakings

	2010	2009
Company	£'000	£'000
Cost at 1 June 2009	705	432
Additions	15	273
Cost at 31 May 2010	720	705

The following are the principal subsidiaries of the Company at 31 May 2010 and at the date of these financial statements.

Incorporated in the UK:	Class of shares	Proportion of Nominal value and voting rights held by parent company	Nature of business
Vor Financial Strategy Limited	Ordinary	100%	Investment consultants
Ionian Group Limited	Ordinary	100%	Intermediate holding company

Vor Financial Strategy Limited was acquired on 8 April 2009 for a consideration of £273,000. Following higher than expected revenues in the year to 31 May 2010,  a further £15,000 of consideration has become payable.

16           Available-for-sale investments

	2010	2009
Group and Company	£'000	£'000
Listed	160	165
Unlisted	1,068	1,068
Available-for-sale investments carried at fair value	1,228	1,233

The shares included above represent investments in equity securities that present the Group with the opportunity for return through dividend income and capital gains. These shares are not held for trading and are accordingly classified as available-for-sale.

17           Trade and other receivables

	2010		2009
	Group	Company	Group	Company
	£'000	£'000	£'000	£'000
Counterparty debtors	3,433	3,433	2,989	2,989
Trade receivables	5,206	5,206	7,060	7,060
	8,639	8,639	10,049	10,049
Other debtors	14	14	67	67
Prepayments and accrued income	389	389	548	545
	9,042	9,042	10,664	10,661

Trade receivables

Included in the Group's trade receivables balance are debtors with a carrying amount of £43,000 (2009 - £143,000) which are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts are still considered recoverable.

Ageing of past due but not impaired trade receivables:

	2010	2009
	£'000	£'000
0 - 15 days	42	132
16 - 30 days	1	1
31 - 60 days	-	10
	43	143

Counterparty receivables

Included in the Group's counterparty receivables are debtors with a carrying amount of £71,000 (2009 - £306,000) which are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts are still considered recoverable.

Ageing of past due but not impaired counterparty receivables:

	2010	2009
	£'000	£'000
0 - 30 days	71	64
31 - 60 days	-	242
	71	306

18           Investments held for trading

	2010		2009
	Group	Company	Group	Company
	£'000	£'000	£'000	£'000
Listed	324	324	187	187

The shares included above represent investments in listed equity securities that present the group with opportunity for return through dividend income and trading gains.

19           Cash and cash equivalents

Cash and cash equivalents includes £2,047,000 (2009 - £294,000) received in the course of settlement of client trades. This amount is held by the Company in trust on behalf of clients but may be utilised to complete settlement of outstanding trades.

20           Trade and other payables

	2010		2009
	Group	Company	Group	Company
	£'000	£'000	£'000	£'000
Counterparty creditors	6,732	6,732	6,319	6,319
Trade payables	3,760	3,761	4,071	4,071
	10,492	10,493	10,390	10,390
Amount owed to group undertakings	-	609	-	563
Sundry creditors and accruals	396	395	446	442
	10,888	11,497	10,836	11,395

21           Deferred taxation

		Capital allowances	Available- for -sale investments	Deferred tax liability
Group and Company		£'000	£'000	£'000
At 1 June 2009		(14)	271	257
Credit for the year		(4)	-	(4)
Charge in respect of prior years		8	-	8
Charge to Statement of Comprehensive Income		-	2	2
At 31 May 2010		(10)	273	263

 

22           Called up share capital

	2010		2009
	No. of shares		No. of shares
	'000	£'000	'000	£'000
Authorised:
Ordinary shares of 25p	12,000	3,000	12,000	3,000
Allotted and fully paid:
Ordinary shares of 25p	8,435	2,109	8,435	2,109

Included within the allotted and fully paid share capital were 9,490 ordinary shares of 25p each (2009 - 9,490 ordinary shares of 25p each) held for the benefit of employees.

At 31 May 2010 the following options to subscribe for ordinary shares of 25p each granted to staff and associates (being in addition to those granted to Directors as set out in the Directors' Report) were outstanding:

Grant date	No. of options	Exercise price	Date from which exercisable
11 September 2003	25,000	50.00p	11 September 2006
11 November 2003	37,500	80.00p	12 November 2006

23           Notes to cash flow statement

	2010		2009
	Group	Company	Group	Company
	£'000	£'000	£'000	£'000
Operating profit/(loss)	370	369	(294)	(294)
Profit on disposal of available-for-sale investments	3	3	-	-
Depreciation of property, plant and equipment	48	48	56	56
Write-down of goodwill	-	-	145	145
Amortisation of intangibles	-	-	45	45
(Increase)/decrease in investments held for trading	(137)	(137)	166	166
Impairment of available-for-sale investments	15	15	27	27
Decrease/(increase) in receivables	1,622	1,619	(2,001)	(2,077)
Increase in payables	52	101	1,659	1,839
Cash from/(used in) operations	1,973	2,018	(197)	(93)
Interest paid	(6)	(6)	(6)	(6)
Tax paid	(26)	(15)	(117)	(117)
Net cash from/(used in) operating activities	1,941	1,997	(320)	(216)

24           Contingent liabilities

In the ordinary course of business, the Company has given letters of indemnity in respect of lost certified stock transfers and share certificates. While the contingent liability arising thereon is not quantifiable, it is not believed that any material liability will arise under these indemnities.

25           Financial commitments

Operating leases

At 31 May 2010 the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases which fall due as follows:

	2010		2009
	Land and buildings	Other	Land and buildings	Other
	£'000	£'000	£'000	£'000
In the next year	103	5	178	5
In the second to fifth years inclusive	-	3	103	7
Total commitment	103	8	281	12

In June 2010, the Company entered into a new lease over its premises at London Wall for a period of 10 years, with a 5 year break clause, at an annual rent and service charge of £162,000.

26           Clients' money

At 31 May 2010 amounts held by the Company on behalf of clients in accordance with the Client Money Rules of the Financial Services Authority amounted to £28,371,000 (2009 - £39,584,000). The Company has no beneficial interest in these amounts and accordingly they are not included in the balance sheet.

27           Financial instruments

Capital risk management

The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders. The Group's capital structure primarily consists of equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. The Group has no debt.

Externally imposed capital requirement

The Group is subject to the minimum capital requirements required by the Financial Services Authority (FSA), and has complied with those requirements throughout both financial periods. Capital adequacy and capital resources are monitored by the Group on the basis of the Capital Requirements Directive. The Group has a strong balance sheet, and has maintained regulatory capital at a level in excess of its regulatory requirement. The Group's capital requirement is under continuous review as part of the Internal Capital Adequacy Assessment Process.

Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis for measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument, are disclosed in the accounting policies in note 1.

Categories of financial instruments

	2010		2009
	Group	Company	Group	Company
	£'000	£'000	£'000	£'000
Available-for-sale investments	1,228	1,228	1,233	1,233
Financial assets at amortised cost - Trade and other receivables	9,042	9,042	10,664	10,661
Investments held for trading	324	324	187	187
Cash and cash equivalents	4,796	4,796	3,143	3,087
Financial liabilities at amortised cost - Trade and other payables	10,888	11,497	10,836	11,395

The carrying value of each class of financial asset denoted above approximates to its fair value.

Fair value measurements recognised in the statement of financial position

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

·    Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

·    Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

·    Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

	2010
	Level 1	Level 2	Level 3	Total
	£'000	£'000	£'000	£'000
Financial assets at FVTPL
Derivative financial assets for trading	13	-	-	13
Non-derivative financial assets for trading	311	-	-	311
Available-for-sale financial assets
Quoted equities	160	-	-	160
Unquoted equities	-	-	1,068	1,068
Total	484	-	1,068	1,552

There were no transfers between levels during the year.

Reconciliation of Level 3 fair value measurements of financial assets

Available-for-sale financial assets			Unquoted equities	Total
			£'000	£'000
Balance at 1 June 2009			1,068	1,068
Total gains or losses:			-	-
Balance at 31 May 2010			1,068	1,068

There were no reclassifications during the year. There were no financial liabilities subsequently measured at fair value.

The Group's finance function monitors and manages the financial risks relating to the operations of the Group. The Group is exposed to market and other price risk, credit risk and to a very limited amount interest rate risk and liquidity risk.

The Board of Directors monitors risks and implements policies to mitigate risk exposures.

Credit risk

Credit risk refers to the risk that a third party will default on its contractual obligations resulting in financial loss to the Group.

Third party receivables consist of customers balances, spread across institutional and private clients. Ongoing credit evaluation is performed on the financial condition of accounts receivable.

The Group does not have any significant credit risk exposure to any single third party or any group of third parties having similar characteristics. The credit risk on liquid funds is limited because the third parties are one of the UK big four clearing banks or a Dutch state owned bank.

Market risk

The Group is mainly exposed to market risk in respect of its trading as agent in equities and debt instruments with the volume of trading and thus transaction revenue retreating in market downturns, and to variations in asset values and thus management fees. There has been no material change to the Group's exposure to market risks or the manner in which it manages and measures the risks.

Market risk also gives rise to variations in the value of investments held by Fiske, acting as principal. These are designated as available-for-sale and are mostly held for strategic rather than trading purposes and not actively traded.

Interest rate risk management

The Group has no borrowings and is therefore not exposed to interest rate risk in that respect. The Group's exposure to interest rates on financial assets is detailed in the liquidity risk management section of this note.

Liquidity risk management

The Group manages liquidity risk by maintaining adequate reserves and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. In respect of counterparty creditors and trade payables the amounts due are all payable between 0 and 15 days.

Sensitivity analysis

Equity

The fair values of all available-for-sale investments and their exposure to equity price risks at the reporting date are based on the accounting policy in note 1(j). If equity prices had been 5% higher/lower the revaluation reserve would increase/decrease by £61,000 (2009 - increase/decrease by £62,000).

In respect of investments held for trading purposes and their exposure to equity price risks at the reporting date, if equity prices had been 5% higher, net profit for the year ended 31 May 2010 would have been £16,000 higher (2009 - £9,000 higher) and vice versa if prices were lower.

Cash

The Group's financial cash asset of £4,796,000 (2009 - £3,143,000) is held at a fixed interest rate and is available on demand. If prevailing interest rates during the year (approximately 0.9%) had been comparable with those prevailing in the prior year (approximately 4%), bank interest receivable of £27,000 (2009: £109,000) would have been equivalently higher.  A further reduction in rates in the period would have had no material impact.

28           Related party transactions

Transactions between the Company and its subsidiaries which are related parties, have been eliminated on consolidation and are not disclosed in this note as they are not material.

Directors' transactions

The Company paid fees amounting in total of £7,803 (2009 - £4,453) for services supplied by Fairfax Perrin Limited and Chatsford Corporate Finance Limited, companies of which M.H.W.Perrin is a Director and holds an interest.

The Group and Company received by way of a service fee £111,000 (2009 - £114,000) from The Investment Company Plc, a company of which S. J. Cockburn is a Director and holds an interest, in respect of administrative, accounting and clerical support and the supply of facilities on an arm's length basis.

Directors transact share-dealing business with the Company under normal customer business terms and in accordance with applicable laws and regulations. In the year to 31 May 2010, commission earned from this by the Company amounted to £8,155 (2009: £14,425).

During the year, the Directors each received dividends attributable to their respective shareholdings, as disclosed in the Directors' Report, amounting to 4p (2009: 5.5p) per ordinary share.

Details of Directors' interests in ordinary shares and in share options are as disclosed in the Directors' Report, together with details of other significant holdings in the equity of the Company. The Company has no ultimate controlling party.

Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Fiske plc will be held at Salisbury House, London Wall, London EC2M 5QS (entrance via Circus Place) on 30 September 2010 at 12.30 p.m. for the following purposes:

Ordinary Business:

1.        To receive the Report of the Directors and Auditors and the Accounts for the year ended 31 May 2010.

2.        To re-elect Amanda Jane Andrews as a Director of the company.

3.        To re-elect James Philip Quibell Harrison as a Director of the company.

4.        To re-elect Alan Dennis Meech as a Director of the company.

5.        To re-elect Stephen John Cockburn as a Director of the company.

6.        To re-elect Martin Henry Withers Perrin as a Director of the company.

7.        To reappoint Deloitte LLP as auditors and to authorise the Board to fix their remuneration.

Special Business

To consider and, if thought fit, to pass the following Resolutions which will be proposed as to Resolution 8 as an ordinary Resolution and as to Resolutions 9 and 10 as special Resolutions:

8.      THAT for the purposes of section 551 Companies Act 2006 ("2006 Act") (and so that expressions used in this resolution shall bear the same meanings as in the said section 551):

(a)      the Directors be generally and unconditionally authorised to exercise all powers of the Company to allot shares and to grant such subscription and conversion rights as are contemplated by sections 551(1)(a) and (b) of the 2006 Act respectively up to a maximum nominal amount of £632,640 to such persons and at such times and on such terms as they think proper during the period expiring at the conclusion of the next Annual General Meeting of the Company (unless previously varied, revoked or renewed by the Company in general meeting); and

(b)      the Company shall be entitled to make, prior to the expiry of such authority, any offer or agreement which would or might require relevant securities to be allotted after the expiry of such authority and the Directors may allot any relevant securities pursuant to such offer or agreement as if such authority had not expired; and

(c)      all prior authorities to allot securities be revoked but without prejudice to the allotment of any securities already made or to be made pursuant to such authorities.

9.      THAT:

(a)      the Company be and is hereby generally and unconditionally authorised for the purpose of section 701 of the Companies Act 2006 (the "2006 Act") to make market purchases (within the meaning of section 693 of the 2006 Act) of ordinary shares of 25p each in the capital of the Company ("ordinary shares") on such terms and in such manner as the Directors may from time to time determine provided that:

(b)      the maximum number of ordinary shares hereby authorised to be acquired is 843,520;

(c)      the minimum price which may be paid for an ordinary share is 25p;

(d)      the maximum price which may be paid for an ordinary share is an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which an ordinary share is contracted to be purchased;

(e)      unless previously revoked or varied, the authority hereby conferred shall expire at the close of the next Annual General Meeting of the Company or 18 months from the date on which this resolution is passed, whichever shall be the earlier; and

(f)       the Company may make a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase ordinary shares in pursuance of any such contract.

10.    THAT the Directors be granted power pursuant to Section 571 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash, pursuant to the authority conferred on them to allot such shares or grant such rights by Resolution 8 contained in the Notice of the Annual General Meeting of the Company of which this Resolution forms part as if section 561(1) and sub sections (1)-(6) of section 562 of the 2006 Act did not apply to any such allotment, provided that the power conferred by this Resolution shall be limited to:

(a)      the allotment of equity securities in connection with an issue or offering in favour of holders of equity securities and any other persons entitled to participate in such issue or offering where the equity securities respectively attributable to the interests of such holders and persons are proportionate (as nearly as maybe) to the respective number of equity securities held or deemed to be held by them on the record date of such allotment, subject only to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws or requirements of any recognised regulatory body or stock exchange in any territory; and

(b)      the allotment of equity securities up to an aggregate nominal value of £105,440; and

(c)      shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, the date 15 months from the date of passing of this Resolution unless previously varied, revoked or renewed by the Company in general meeting provided that the Company may, before such expiry, make any offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement as if the power hereby conferred had not expired; and

(d)      all prior powers granted under section 571 of the Companies Act 2006 be revoked provided that such revocation shall not have retrospective effect.

By Order of the Board F G Luchini Secretary 23 August 2010

Registered office: Salisbury House London Wall London EC2M 5QS

Notes to Notice of Annual General Meeting

1.        A member entitled to attend and vote at the Meeting convened by the above notice may appoint a proxy to exercise all or any of his rights to attend, speak and vote at a meeting of the Company.  A proxy need not be a member of the Company. A member may appoint more than one proxy in relation to the Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A form of proxy is enclosed. To be valid the enclosed form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified or office copy thereof, must be delivered in accordance with instructions on it so as to be received by the Company's registrars, Capita Registrars, Proxies, The Registry, 34 Beckenham Road, Beckenham BR3 4TU, not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Lodgement of a form of proxy will not prevent a member from attending and voting in person if so desired.

2.        Copies of contracts of service between the non-executive directors and the Company will be available at the registered office of the company on any weekday prior to the meeting (weekends and public holidays excepted) during normal business hours. Copies of the above mentioned documents will also be available on the date of the Annual General Meeting at the place of the meeting for 15 minutes prior to the meeting until its conclusion.

3.        Pursuant to section 360B of the 2006 Act and regulation 41 of the Uncertificated Securities Regulations 2001, only shareholders registered in the register of members of the Company as at 12.30 p.m. on 28 September 2010 shall be entitled to attend and vote at the Meeting in respect of the number of shares registered in their name at such time. If the Meeting is adjourned, the time by which a person must be entered on the register of members of the Company in order to have the right to attend and vote at the adjourned meeting is at 12.30 p.m. on the day preceding the date fixed for the adjourned meeting. Changes to the register of members after the relevant times shall be disregarded in determining the rights of any person to attend or vote at the Meeting.

4.        In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which names stand in the register of members of the Company in respect of the relevant joint holding.

5.        By attending the Meeting members agree to receive any communications made at the meeting.

6.        In order to facilitate voting by corporate representatives at the Meeting, arrangements will be put in place at the Meeting so that (i) if a corporate shareholder has appointed the Chairman of the Meeting as its corporate representative to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the Meeting, then on a poll  those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the Meeting but the corporate shareholder has not appointed the Chairman of the Meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of the procedure. The guidance includes a sample form of appointment letter if the Chairman is being appointed as described in (i) above.

 

END

 

 

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