Final Results

RNS Number : 7333L

Fiske PLC

15 August 2013

 



15 August 2012

Fiske Plc 

('Fiske' or 'the Company')

Final Results

Fiske Plc (the 'Company') announces its final results for the twelve months ended 31 May 2013.

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])

  • Salmaan Khawaja/David Hignell, Grant Thornton UK LLP (Nominated Adviser)

    (tel: [phone])

Chairman's Statement

The first half of the current financial year, on which we reported in February, was disappointing. However the second half has shown a significant improvement, though remains well below our aspirations.  As a result we will pay a second interim dividend of 0.25p as in the first half.

The second interim dividend of 0.25p per share will be paid on 18 October 2013 making the total in the year of 0.5p. The shares will be marked ex-dividend on the 25 September 2013 and the record date will be 27 September 2013.

Although the London market is close to an all - time high this buoyancy has not been accompanied by improved volumes which are currently at levels reminiscent of bear markets.  One of the principal reasons for this situation is that markets have been driven artificially with liquidity created by Central Banks rather than by economic fundamentals.  Interest rates, at historically unheard of levels, have meant that investors have been driven to invest in higher risk equities to achieve any worthwhile yield.  Corporate earnings have enjoyed an unusual boost as overall profits as a percentage of GDP are at their highest level for decades; a level that history suggests is unsustainable.  When, rather than if, profits as a percentage of GDP return to a more normal and sustainable level, interest rates return to their long term historical trend of 2½-3% in real terms, and when the risky experiment of quantitative easing ends, then markets may have quite a wake - up call.  This will hopefully push volumes up to more normal levels.

In the meantime we continue to control our costs, protect our strong balance sheet and seek to expand in selective areas where we feel there are opportunities.  However our core business remains wealth management and private client stockbroking and we have continued to increase our advisory and discretionary funds under management during the second half of the year.

Our sole major investment for some years has been a holding of shares in Euroclear PLC, the pre-eminent European provider of post trade securities services.  We have recently increased our stake in this company and were pleased to see that it produced excellent results and a greatly increased dividend for their financial year ending December 2012.  We are confident in the prospects for this investment.

We always welcome shareholders to our Annual General Meeting as it is an opportunity for them to meet the management of the company and vice versa.  This year our AGM will be held on Wednesday, 25th September and is something of a special occasion as we are celebrating our 40th Anniversary.  We actually commenced trading in August 1973.  We hope therefore that as many of our shareholders as possible will attend our AGM and the small celebration to be held afterwards at our offices.

Clive Fiske Harrison

Chairman

15 August 2013

Consolidated Statement of Total Comprehensive Income

For the year ended 31 May 2013

	Notes	2013	2012
		£'000	£'000
Continuing Operations
Fee and commission income	3	3,950	3,671
Fee and commission expenses	3	(1,075)	(865)
Net fee and commission income		2,875	2,806
Other income	3	176	161
Total Revenue		3,051	2,967
Profit on investments held for trading		82	24
Operating expenses		(2,958)	(2,963)
Operating profit	6	175	28
Investment revenue		34	34
Finance income	7	24	26
Finance costs	8	(1)	(2)
Profit on ordinary activities before taxation		232	86
Taxation	9	(57)	(17)
Profit on ordinary activities after taxation		175	69
Other comprehensive income
Movement in unrealised appreciation of investments		488	(5)
Deferred tax on movement in unrealised appreciation of investments		(60)	23
Net other comprehensive income		428	18
Total comprehensive income attributable to equity shareholders		603	87
Earnings per ordinary share
Basic	11	2.1p	0.8p
Diluted	11	2.1p	0.8p

Consolidated Statement of Financial Position

31 May 2013

	Notes	2013	2012
		£'000	£'000
Non-current Assets
Goodwill	12	395	395
Other intangible assets	13	-	-
Property, plant and equipment	14	38	37
Available-for-sale investments	16	2,296	1,223
Total non-current assets		2,729	1,655
Current Assets
Trade and other receivables	17	12,514	5,781
Investments held for trading	18	35	251
Cash and cash equivalents	19	2,731	3,236
Total current assets		15,280	9,268
Current liabilities
Trade and other payables	20	12,772	6,274
Current tax liabilities		52	24
Total current liabilities		12,824	6,298
Net current assets		2,456	2,970
Non-current liabilities
Deferred tax liabilities	21	287	224
Total non-current liabilities		287	224
Net Assets		4,898	4,401
EQUITY
Share capital	22	2,115	2,115
Share premium		1,222	1,222
Revaluation reserve		1,202	774
Retained earnings		359	290
Shareholders' equity		4,898	4,401

These financial statements were approved by the Board of Directors and authorised for issue on 15 August 2013.

Signed on behalf of the Board of Directors

C F Harrison

Chairman and Chief Executive Officer

Parent Company Statement of Financial Position

31 May 2013

	Notes	2013	2012
		£'000	£'000
Non-current Assets
Goodwill	12	230	230
Other intangible assets	13	-	-
Property, plant and equipment	14	38	37
Investments in subsidiary undertakings	15	165	165
Available-for-sale investments	16	2,296	1,223
Total non-current assets		2,729	1,655
Current Assets
Trade and other receivables	17	12,514	5,781
Investments  held for trading	18	35	251
Cash and cash equivalents	19	2,731	3,236
Total current assets		15,280	9,268
Current liabilities
Trade and other payables	20	12,772	6,274
Current tax liabilities		52	24
Total current liabilities		12,824	6,298
Net current assets		2,456	2,970
Non-current liabilities
Deferred tax liabilities	21	287	224
Total non-current liabilities		287	224
Net Assets		4,898	4,401
EQUITY
Share capital	22	2,115	2,115
Share premium		1,222	1,222
Revaluation reserve		1,202	774
Retained earnings		359	290
Shareholders' equity		4,898	4,401

These financial statements were approved by the Board of Directors and authorised for issue on 15 August 2013.

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 2013

Group	Share capital	Share premium	Revaluation reserve	Retained earnings	Total
	£'000	£'000	£'000	£'000	£'000
Balance at 1 June 2011	2,115	1,222	756	559	4,652
Revaluation of available-for-sale investments	-	-	(5)	-	(5)
Deferred tax on revaluation of available-for-sale investments	-	-	23	-	23
Profit for the financial year	-	-	-	69	69
Dividends paid	-	-	-	(338)	(338)
Balance at 1 June 2012	2,115	1,222	774	290	4,401
Revaluation of available-for-sale investments	-	-	488	-	488
Deferred tax on revaluation of available-for-sale investments	-	-	(60)	-	(60)
Profit for the financial year	-	-	-	175	175
Dividends paid	-	-	-	(106)	(106)
Balance at 31 May 2013	2,115	1,222	1,202	359	4,898

Parent Company	Share capital	Share premium	Revaluation reserve	Retained earnings	Total
	£'000	£'000	£'000	£'000	£'000
Balance at 1 June 2011	2,115	1,222	756	558	4,651
Revaluation of available-for-sale investments	-	-	(5)	-	(5)
Deferred tax on revaluation of available-for-sale investments	-	-	23	-	23
Profit for the financial year	-	-	-	70	70
Dividends paid	-	-	-	(338)	(338)
Balance at 1 June 2012	2,115	1,222	774	290	4,401
Revaluation of available-for-sale investments	-	-	488	-	488
Deferred tax on revaluation of available-for-sale investments	-	-	(60)	-	(60)
Profit for the financial year	-	-	-	175	175
Dividends paid	-	-	-	(106)	(106)
Balance at 31 May 2013	2,115	1,222	1,202	359	4,898

Group and Parent Company Cash Flow Statement

For the year ended 31 May 2013 

		2013	2012
		£'000	£'000
Operating profit		175	28
Depreciation of property, plant and equipment		39	30
Decrease in investments held for trading		216	33
(Decrease)/increase in receivables		(6,733)	5,966
Increase/(decrease) in payables		6,498	(5,846)
Cash generated from operations		195	211
Tax paid		(26)	(143)
Net cash generated from operating activities		169	68
Investing activities
Interest received		24	26
Investment income received		34	34
Interest paid		(1)	(2)
Purchases of available-for-sale investments		(585)	-
Purchases of property, plant and equipment		(40)	(10)
Net cash (used in)/generated from investing activities		(568)	48
Financing activities
Dividends paid		(106)	(338)
Net cash used in financing activities		(106)	(338)
Net decrease in cash and cash equivalents		(505)	(222)
Cash and cash equivalents at beginning of year		3,236	3,458
Cash and cash equivalents at end of year		2,731	3,236

Notes to the Accounts

For the year ended 31 May 2013

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 Annual Report.

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

Adoption of new and revised standards

In the current year, no new or revised Standards and Interpretations have been adopted.

The following new and revised Standards and Interpretations may impact the accounting for future transactions and arrangements.

IAS 24 (2009) Related Party Disclosures	The revised Standard has a new, clearer definition of a related party, with inconsistencies under the previous definition having been removed.
Improvements to IFRSs 2012	Aside from those items already identified above, the amendments made to standards under the 2012 improvements to IFRSs have had no impact on the Group.

At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

IFRS 7 (amended)	Disclosures - Transfers of Financial Assets
IFRS 9	Financial Instruments
IFRS 10	Consolidated Financial Statements
IFRS 11	Joint Arrangements
IFRS 12	Disclosure of Interests in Other Entities
IFRS 13	Fair Value Measurement
IAS 1 (amended)	Presentation of Items of Other Comprehensive Income
IAS 12 (amended)	Deferred Tax: Recovery of Underlying Assets
IAS 27 (revised)	Separate Financial Statements
IAS 28 (revised)	Investments in Associates and Joint Ventures

The Directors do not expect that the adoption of the standards listed above will have a material impact on the financial statements of the Group in future periods, except as follows:

·      IFRS 9 will impact both the measurement and disclosures of Financial Instruments;

·      IFRS 12 will impact the disclosure of interests Fiske plc has in other entities;

·      IFRS 13 will impact the measurement of fair value for certain assets and liabilities as well as the associated disclosures; and

·      IAS 12 (amended) will impact the measurement of deferred tax on the Group's available for sale investments, by introducing the rebuttable presumption that the carrying amount will be recovered entirely through sale.

Beyond the information above, it is not practicable to provide a reasonable estimate of the effect of these standards until a detailed review has been completed.

(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 2013 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 in the Annual Report. 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.

(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, 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 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 Conduct 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 25.

(o)  Trade and other payables

Trade and other payables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. 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 taxable 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 client receivables where and to the extent it believes will not be recovered from clients. This is based on past experience and detailed analysis of the outstanding position particularly with regard to the value of customers' portfolios relative to the amounts 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 a 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

IFRS 8 requiresoperating 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. Pursuant to this, the Group continues to identify a single reportable segment, being UK-based financial intermediation.

Within this single reportable segment, total revenue comprises:

	2013	2012
	£'000	£'000
Commission receivable	3,382	3,155
Corporate finance and advisory fees	7	12
Investment management fees	561	504
	3,950	3,671
Commission payable to associates	(1,070)	(858)
Commission payable to third parties	(5)	(7)
	(1,075)	(865)
	2,875	2,806
Other income	176	161
	3,051	2,967

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

4              Staff remuneration and costs

Remuneration policies are recommended to the Board by the Remuneration Committee. The Committee consists of C F Harrison (Chairman), and two non executive directors: S J Cockburn and M H W Perrin.

Remuneration for executives comprises basic salary, a performance-related bonus, and other benefits in kind, and may include share options. This remuneration takes into account:

·      market rates;

·      the need to attract, retain and motivate high calibre individuals with a competitive remuneration package;

·      comparability across different functions within the firm;

·      loyalty and effort; and

·      effectiveness.

The FCA's Remuneration Code applies to certain of the firm's staff. As set out in note 5 below Alan Meech, the Director in charge of the dealing desk, receives a commission element relating to fees earned by him and this is usually less than 33% of the total remuneration earned by him though it is not capped as such. All other Code Staff have salaries that are in the main fixed and any performance-related pay reflects a share of a bonus pool available to all employees. This bonus pool reflects the profitability of the firm in that year and is allotted according to merit. 

The average number of employees, including Directors, employed by the Company within each category of persons, and their aggregate remuneration was:

	2013	2013	2012	2012
	No.	£'000	No.	£'000
Dealing and sales	8	527	8	530
Settlement	8	286	9	306
Administration	7	361	7	357
	23	1,174	24	1,193

Employees', including Directors', costs comprise:

	2013	2012
	£'000	£'000
Wages, salaries and other staff costs	1,236	1,241
Bonus	-	5
Social security costs	147	155
	1,383	1,401

5              Directors

(a) Directors' emoluments comprise:

	2013	2012
	£'000	£'000
Emoluments	573	602
Highest paid Director's remuneration:
Emoluments	137	145

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 2011/12	Fees	Commission	Benefits	Total
31 May 2013	£'000	£'000	£'000	£'000	£'000	£'000
A J Andrews	98	-	-	-	1	99
C F Harrison	126	-	-	-	11	137
J P Q Harrison	89	-	-	-	2	91
F G Luchini	107	-	-	-	3	110
A D Meech	74	-	-	25	3	102
S J Cockburn	-	-	17	-	-	17
M H W Perrin	-	-	17	-	-	17
	494	-	34	25	20	573

	Gross salary	Bonus paid from 2010/11	Fees	Commission	Benefits	Total
31 May 2012	£'000	£'000	£'000	£'000	£'000	£'000
A J Andrews	91	6	-	-	1	98
C F Harrison	132	4	-	-	9	145
J P Q Harrison	86	6	-	-	1	93
F G Luchini	107	4	-	-	3	114
A D Meech	74	2	-	40	2	118
S J Cockburn	-	-	17	-	-	17
M H W Perrin	-	-	17	-	-	17
	490	22	34	40	16	602

Bonuses included in the table above were awarded in the prior year, to 31 May 2011 and were accrued for in that year, but paid in the year to 31 May 2012.

6              Operating profit

	2013	2012
	£'000	£'000
The operating profit is arrived at after charging:
Auditor's remuneration: Fees payable to the Company's auditor: -       for the audit of the Company's annual accounts -       for the audit of the Company's subsidiaries pursuant to legislation	57 -	52 5
Non-audit fees: -       Other services pursuant to legislation: Interim review	6	6
-       Audit of client money and custody assets	8	8
-       Tax services	11	15
Net foreign exchange losses	10	2
Depreciation of property, plant and equipment	39	30
Operating lease rentals - Land and buildings	192	173
- Other	5	5

The profit for the financial year dealt with in the financial statements of the parent Company was £175,000 (2012 -£70,000) 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

	2013	2012
	£'000	£'000
Interest receivable:
Banks	24	26
	24	26

8              Finance costs

	2013	2012
	£'000	£'000
Interest payable:
Bank loans, overdrafts and other interest payable	1	2

9              Tax

Analysis of tax charge on ordinary activities:

	2013	2012
	£'000	£'000
Current tax
Current year	52	26
Prior year adjustment	2	(3)
	54	23
Deferred tax
Current year	3	(4)
Prior year adjustment	-	(2)
Total tax charge (to Statement of Comprehensive Income)	57	17

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 23.84% (2012: 25.67%).

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

	2013	2012
	£'000	£'000
Profit before tax	232	86
Charge on profit on ordinary activities at standard rate	55	22
Effect of:
Expenses not deductible in determining taxable profit	13	14
Non taxable income	(3)	(8)
Small company relief	(10)	(6)
Adjustment to tax charge in respect of prior years	2	(5)
	57	17

10           Dividends paid

	2013	2012
	£'000	£'000
Second interim dividend of 1p (October 2011: 2p) paid in respect of prior year	85	169
First interim dividend of 0.25p (March 2012: 2p)	21	169
	106	338
Second interim dividend of 0.25p (October 2012: 1p) to be paid	21	85

The second interim dividend will be paid to holders of 8,450,715 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 (2012 - 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 2013	Basic	Diluted Basic
	£'000	£'000
Profit on ordinary activities after taxation	175	175
Adjustment to reflect impact of dilutive share options	-	-
Earnings	175	175
Number of shares (000's)	8,451	8,489
Earnings per share (pence)	2.1	2.1

31 May 2012	Basic	Diluted Basic
	£'000	£'000
Profit on ordinary activities after taxation	69	69
Adjustment to reflect impact of dilutive share options	-	-
Earnings	69	69
Number of shares (000's)	8,451	8,494
Earnings per share (pence)	0.8	0.8

	31 May 2013	31 May 2012
Number of shares (000's):
Weighted average number of shares	8,451	8,451
Dilutive effect of share option scheme	38	43
	8,489	8,494

12           Goodwill

Positive goodwill arising out of Fund management acquisitions		Group	Company
		£'000	£'000
Cost
At 1 June 2011		1,311	1,146
Additions		-	-
At 1 June 2012		1,311	1,146
Additions		-	-
At 31 May 2013		1,311	1,146
Accumulated impairment losses
At 1 June 2011		916	916
Impairment losses for the year		-	-
At 1 June 2012		916	916
Impairment losses for the year		-	-
At 31 May 2013		916	916
Carrying amount
At 31 May 2013		395	230
At 1 June 2012		395	230
At 1 June 2011		395	230

Goodwill reflects cost, less any impairment provisions deemed appropriate. Further detail is set out in note 1 to the accounts. Goodwill is allocated to a cash generating unit, which is the Company itself and the recoverable amount of the cash generating unit is determined by calculating the fair value less costs to sell.

13           Other intangible assets

			Systems licence	Total
Group and Company			£'000	£'000
Cost
At 1 June 2011			282	282
At 1 June 2012			282	282
At 31 May 2013			282	282
Accumulated amortisation
At 1 June 2011			282	282
Charge for the year			-	-
At 1 June 2012			282	282
Charge for the year			-	-
At 31 May 2013			282	282
Net book value
At 31 May 2013			-	-
At 31 May 2012			-	-
At 31 May 2011			-	-

14           Property, plant and equipment

	Office furniture and equipment	Computer equipment	Office refurbishment	Total
Group and Company	£'000	£'000	£'000	£'000
Cost
At 1 June 2011	96	131	175	402
Additions	2	8	-	10
Disposals	-	(12)	-	(12)
At 1 June 2012	98	127	175	400
Additions	31	9	-	40
Disposals	-	(14)	-	(14)
At 31 May 2013	129	122	175	426
Accumulated depreciation
At 1 June 2011	80	90	175	345
Charge for the year	6	24	-	30
Disposals	-	(12)	-	(12)
At 1 June 2012	86	102	175	363
Charge for the year	13	26	-	39
Disposals	--	(14)	-	(14)
At 31 May 2013	99	114	175	388
Net book value At 31 May 2013	30	8	-	38
At 31 May 2012	12	25	-	37
At 31 May 2011	16	41	-	57

15           Investment in subsidiary undertakings

	2013	2012
Company	£'000	£'000
Cost at 1 June 2012	165	288
Reduction of capital by subsidiary, paid up to parent undertaking	-	(123)
Cost at 31 May 2013	165	165

The following is the principal subsidiary of the Company at 31 May 2013 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
Fiske Nominees Limited	Ordinary	100%	Nominee

16           Available-for-sale investments

	2013	2012
Group and Company	£'000	£'000
At 1 June 2012:
Valuation	1,223	1,228
Unrealised appreciation	(1,004)	(1,009)
Cost	219	219
Additions	585	-
Cost of disposals	-	-
At 31  May 2013:
Cost	804	219
Unrealised appreciation	1,492	1,004
Valuation	2,296	1,223
being
Listed	160	155
Unlisted	2,136	1,068
Available-for-sale investments carried at fair value	2,296	1,223

The investments included above are represented by holdings of equity securities. These shares are not held for trading and are accordingly classified as available-for-sale.

17           Trade and other receivables

			2013	2012
Group and Company			£'000	£'000
Counterparty debtors			8,169	672
Trade receivables			3,850	4,644
			12,019	5,316
Other debtors			18	17
Prepayments and accrued income			477	448
			12,514	5,781

Trade receivables

Included in the Group's trade receivables balance are debtors with a carrying amount of £8,000 (2012 - £14,000) 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:

	2013	2012
	£'000	£'000
0 - 15 days	6	14
16 - 30 days	2	-
31 - 60 days	-	-
	8	14

Counterparty receivables

Included in the Group's counterparty receivables are debtors with a carrying amount of £5,816,000 (2012 - £43,000) 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:

	2013	2012
	£'000	£'000
0 - 30 days	5,816	43
31 - 60 days	-	-
	5,816	43

18           Investments held for trading

	2013	2012
Group and Company	£'000	£'000
Listed	35	251

The investments included above are represented by holdings of listed equity securities.

19           Cash and cash equivalents

Cash and cash equivalents includes £558,000 (2012 - £614,000) 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

	2013	2012
	Group	Group
	£'000	£'000
Counterparty creditors	9,741	4,654
Trade payables	2,583	1,219
	12,324	5,873
Amount owed to group undertakings	-	-
Sundry creditors and accruals	448	401
	12,772	6,274

21           Deferred taxation

	Capital allowances	Available- for -sale investments	Other timing differences	Deferred tax liability
Group and Company	£'000	£'000	£'000	£'000
At 1 June 2012	(2)	229	(3)	224
Credit for the year	-	-	3	3
Credit in respect of prior year	-	-	-	-
Charge to Statement of Comprehensive Income
-       in respect of current year	-	98	-	98
-       in respect of change in corporation tax rate	-	(38)	-	(38)
At 31 May 2013	(2)	289	-	287

Deferred tax assets and liabilities are recognised at a rate which is substantively enacted at the balance sheet date. The rate to be taken in this case is 20%, being the anticipated rate of taxation applicable to the Company in the future.

22           Called up share capital

	2013		2012
	No. of shares	£'000	No. of shares	£'000
Authorised:
Ordinary shares of 25p	12,000,000	3,000	12,000,000	3,000
Allotted and fully paid:
Ordinary shares of 25p	8,460,205	2,115	8,460,205	2,115

Included within the allotted and fully paid share capital were 9,490 ordinary shares of 25p each (2012 - 9,490 ordinary shares of 25p each) held for the benefit of employees.

At 31 May 2013 there were 75,000 outstanding options to subscribe for ordinary shares.

23           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.

24           Financial commitments

Operating leases

At 31 May 2013 the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases which fall due as follows:

	2013		2012
	Land and buildings	Other	Land and buildings	Other
	£'000	£'000	£'000	£'000
In the next year	177	5	177	5
In the second to fifth years inclusive	280	7	457	12
Total commitment	457	12	634	17

In June 2010, the Company entered into a new lease over its premises at London Wall for a period of 10 years, with a five year break clause.

25           Clients' money

At 31 May 2013 amounts held by the Company on behalf of clients in accordance with the Client Money Rules of the Financial Conduct Authority amounted to £38,825,000 (2012 - £33,189,000). The Company has no beneficial interest in these amounts and accordingly they are not included in the balance sheet.

26           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 consists of equity attributable to equity holders of the parent company, 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 Conduct Authority (FCA), 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

			2013	2012
Group and Company			£'000	£'000
Available-for-sale investments			2,296	1,223
Loans and receivables - Trade and other receivables			12,514	5,781
Loans and receivables - Cash and cash equivalents			2,731	3,236
Investments held  at fair value through profit and loss			35	251
Financial liabilities at amortised cost - Trade and other payables			12,772	6,274

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 1 that 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).

	2013
	Level 1	Level 2	Level 3	Total
	£'000	£'000	£'000	£'000
Financial assets at FVTPL
Derivative financial assets for trading	-	-	-	-
Non-derivative financial assets for trading	35	-	-	35
Available-for-sale financial assets
Quoted equities	160	-	-	160
Unquoted equities	-	-	2,136	2,136
Total	195	-	2,136	2,331

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 2012			1,068	1,068
Purchases			585	585
Total gains or losses:			483	483
Balance at 31 May 2013			2,136	2,136

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.

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 £115,000 (2012 - increase/decrease by £61,000).

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 2013 would have been £2,000 higher (2012 - £13,000 higher) and vice versa if prices were lower.

Cash

The Group's financial cash asset of £2,731,000 (2012 - £3,236,000) is held at a fixed interest rate and is available on demand. If prevailing interest rates during the year (approximately 0.5%) had been comparable with those prevailing in the prior year (approximately 0.5%), bank interest receivable of £24,000 (2012: £26,000) would have been substantially unchanged.  A further reduction in rates in the period would have had no material impact.

27           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 £16,956 (2012 - £5,736) for services supplied by Fairfax Perrin Limited of which M.H.W.Perrin is a Director and holds an interest, and £4,111 (2012 - £nil) directly to M.H.W. Perrin as a consultant.

The Group and Company received by way of a service fee £111,000 (2012 - £111,000) 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 staff business terms and in accordance with applicable laws and regulations. In the year to 31 May 2013, commission earned from this by the Company amounted to £4,077 (2012: £5,246).

During the year, the Directors each received dividends attributable to their respective shareholdings, as disclosed in the Directors' Report, amounting to 0.5p (2012: 3p) 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.

Directors' balances

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

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Fiske plc will be held at Salisbury House, London Wall, London EC2M 5QS (entrance via Circus Place) on 25 September 2013 at 12.00 noon for the following purposes:

Ordinary Business:

1.        To receive the Report of the Directors and Auditor and the Accounts for the year ended 31 May 2013.

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

3.        To re-elect Stephen Cockburn as a Director of the Company.

4.        To re-elect James Harrison as a Director of the Company.

5.        To re-elect Alan Meech as a Director of the Company.

6.        To re-elect Martin Perrin as a Director of the Company.

7.        To reappoint Deloitte LLP as auditor 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 £634,515 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 846,020;

(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 570 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 £211,500; 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 15 August 2013

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 two working days 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 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 two working days before the time appointed for holding the Meeting 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 12.00 noon 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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