Fiske Regulatory News (FKE)

28 Aug 2009 08:00



Fiske Plc 

('Fiske' or 'the Company')

Final Results

Fiske Plc (the 'Company') announces its final results for the twelve months ended 31 May 2009. 

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:

• Gerry Beaney/David Hignell, Grant Thornton UK LLP (Nominated Adviser)

(tel: 020 7383 5100)

• Gerard Luchini, Fiske Plc - Compliance Officer

(tel: 020 7448 4700)

  Chairman's Statement

The past financial year to the 31 May 2009 has been one of the most difficult in a long experience of events in the City. Its only real living rival is 1974 when London suffered a banking crisis and a decline in the stock market which ended with a fall from its peak just over two years earlier of 74%. If we have seen, last March, the end of the bear market and if there are really "green shoots" then we will be getting off lightly. The bear market from peak to trough will only have lasted 16 months, at least on Wall Street, and the economy will only have suffered a modest decline against the background of the worst banking crisis since the 1930s. It may well be that there is to be a further leg to the bear market and to the recession. After all, the experts who are reassuring us that the worst is over are, as to 90%, the same people who failed signally to forecast the disaster we have been experiencing. However the strength of the stock market rally since March this year is very impressive and the actions of the authorities worldwide have been dramatically different from those of their 1930s predecessors - at least the jury is out. The real question is what happens when the effects of the worldwide stimuli begin to wear off. Will it have primed a restoration of modest growth or will it be a "one off"? Given the indebtedness we have already created, can we afford or want to continue to create even more? The answer to that will probably not really be evident for a further 12 months and over that period of uncertainty we can confidently forecast high levels of volatility.

Fiske's lacklustre results should be judged against the fairly dire investment background of the past twelve months. At the operating level excluding the goodwill impairment charge we effectively broke even and incidentally did not award any bonus to directors. The write down of goodwill of £145,000 represents the assessment of the value of the Ionian business we acquired in 2002, although this assessment takes no account of funds under management gained over the same period. This item is not tax deductable or considered of significance to our underlying profitability.

In April this year we acquired Vor Financial Strategy Ltd for £273,000 of which £150,000 was in respect of goodwill, the remainder being in respect of cash assets. The goodwill element was satisfied by £100,000 in cash and £50,000 by the issue of 85,470 new ordinary shares of Fiske. Vor is a fund management business with a bias towards investment in corporate bonds and the integration of this business will lead to significant economies. We have every confidence that this will prove a very successful acquisition.

We have continued to build our institutional business and it now makes a very good contribution, although of course our private clients are the mainstay of our business and are expected and intended to remain so. Corporate Finance has always been peripheral to our operations and so the decline of smaller company Corporate Finance activity in the City is not of major concern.

As you were informed in last year's report and again in my first interim statement our chairman for the previous four years, Michael Allen, retired in November 2008 and I would like to thank him for his valued help and advice over his six years as a director.

The outlook remains cloudy but we work from a secure base and we are hopeful of exceeding last year's uninspiring result. We have decided that the right balance between prudence and confidence is to pay a rebased second interim dividend of 2p per share, a reduction from the 3p of last year. We are conscious both of the strength of our balance sheet and the desire of our shareholders for income, but at the end of the day dividends must reflect the underlying earnings. This dividend will be paid out of reserves and will be paid on 16 October 2009 to those on the register at 18 September 2009 and the shares will trade ex-dividend on 16 September 2009.

Our Annual General Meeting will be held at our offices at Salisbury House at 12.30 p.m. on Thursday, 1 October 2009 and we welcome shareholders to attend our meeting.

Clive Fiske Harrison

Chairman

28 August 2009

 

  Group Income Statement

For the year ended 31 May 2009

		2009	2008
	Notes	£'000	£'000
Fee and commission income	3	3,480	3,769
Fee and commission expenses	3	(863)	(913)
Net fee and commission income		2,617	2,856
Other income	3	154	200
TOTAL REVENUE		2,771	3,056
Profit on disposal of available-for-sale investments		-	7
Impairment on available-for-sale investments		(27)	-
Loss on investments held for trading		(107)	(88)
Operating expenses		(2,741)	(2,706)
Write-down of goodwill	12	(145)	-
Amortisation of intangibles	13	(45)	(96)
OPERATING (LOSS)/PROFIT	6	(294)	173
Investment revenue		52	36
Finance income	7	109	228
Finance costs	8	(6)	(4)
(LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION		(139)	433
Taxation	9	(11)	(116)
(LOSS)/PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION		(150)	317
(LOSS)/PROFIT ATTRIBUTABLE TO EQUITY SHAREHOLDERS		(150)	317
BASIC (LOSSES)/EARNINGS PER SHARE	11	(1.8)p	3.8p
DILUTED (LOSSES)/EARNINGS PER SHARE	11	(1.8)p	3.8p

 

  Group Balance Sheet

31 May 2009

		2009	2008
	Notes	£'000	£'000
ASSETS
NON-CURRENT ASSETS
Goodwill	12	380	375
Other intangible assets	13	-	45
Property, plant and equipment	14	75	106
Available-for-sale investments	16	1,233	1,437
TOTAL NON-CURRENT ASSETS		1,688	1,963
CURRENT ASSETS
Trade and other receivables	17	10,664	8,584
Investments held for trading	18	187	353
Cash and cash equivalents	19	3,143	3,786
TOTAL CURRENT ASSETS		13,994	12,723
TOTAL ASSETS		15,682	14,686
LIABILITIES
CURRENT LIABILITIES
Trade and other payables	20	10,836	9,009
Current tax liabilities		22	113
TOTAL CURRENT LIABILITIES		10,858	9,122
NON-CURRENT LIABILITIES
Deferred tax liabilities	21	257	312
TOTAL NON-CURRENT LIABILITIES		257	312
TOTAL LIABILITIES		11,115	9,434
EQUITY
Share capital	22	2,109	2,087
Share premium	23	1,216	1,187
Revaluation reserve	23	722	850
Retained earnings	23	520	1,128
SHAREHOLDERS' EQUITY		4,567	5,252
TOTAL EQUITY AND LIABILITIES		15,682	14,686

These financial statements were approved by the Board of Directors and authorised for issue on 28 August 2009.

Signed on behalf of the Board of Directors

C F Harrison

Chairman and Chief Executive Officer

 

  Parent Company Balance Sheet

31 May 2009

		2009	2008
	Notes	£'000	£'000
ASSETS
NON-CURRENT ASSETS
Goodwill	12	230	375
Other intangible assets	13	-	45
Property, plant and equipment	14	75	106
Investments in subsidiary undertakings	15	705	432
Available-for-sale investments	16	1,233	1,437
TOTAL NON-CURRENT ASSETS		2,243	2,395
CURRENT ASSETS
Trade and other receivables	17	10,661	8,584
Investments held for trading	18	187	353
Cash and cash equivalents	19	3,087	3,786
TOTAL CURRENT ASSETS		13,935	12,723
TOTAL ASSETS		16,178	15,118
LIABILITIES
CURRENT LIABILITIES
Trade and other payables	20	11,395	9,494
Current tax liabilities		12	113
TOTAL CURRENT LIABILITIES		11,407	9,607
NON-CURRENT LIABILITIES
Deferred tax liabilities	21	257	312
TOTAL NON-CURRENT LIABILITIES		257	312
TOTAL LIABILITIES		11,664	9,919
EQUITY
Share capital	22	2,109	2,087
Share premium	23	1,216	1,187
Revaluation reserve	23	722	850
Retained earnings	23	467	1,075
SHAREHOLDERS' EQUITY		4,514	5,199
TOTAL EQUITY AND LIABILITIES		16,178	15,118

These financial statements were approved by the Board of Directors and authorised for issue on 28 August 2009.

Signed on behalf of the Board of Directors

C F Harrison

Chairman and Chief Executive Officer

 

  Group and Parent Company Cash Flow Statement

For the year ended 31 May 2009

		2009		2008
		Group	Company	Group	Company
	Notes	£'000	£'000	£'000	£'000
NET CASH USED IN OPERATING ACTIVITIES	24	(320)	(216)	(304)	(304)
INVESTING ACTIVITIES
Interest received		109	109	228	228
Investment income received		52	52	37	37
Proceeds on disposal of available-for-sale investments		-	-	65	65
Purchases of available-for-sale investments		-	-	(192)	(192)
Purchases of property, plant and equipment		(25)	(25)	(11)	(11)
Payments to acquire subsidiary undertaking	15	(160)	(160)	-	-
Cash acquired with subsidiary undertaking	15	160	-	-	-
NET CASH GENERATED FROM/(USED IN) INVESTING ACTIVITIES		136	(24)	127	127
FINANCING ACTIVITIES
Proceeds from issue of ordinary share capital		-	-	11	11
Dividends paid		(459)	(459)	(459)	(459)
NET CASH USED IN FINANCING ACTIVITIES		(459)	(459)	(448)	(448)
Net decrease in cash and cash equivalents		(643)	(699)	(625)	(625)
Cash and cash equivalents at beginning of year		3,786	3,786	4,411	4,411
CASH AND CASH EQUIVALENTS AT END OF YEAR		3,143	3,087	3,786	3,786

Group Statement of Recognised Income and Expense

For the year ended 31 May 2009

	2009	2008
	£'000	£'000
(Losses)/gains on revaluation of available-for-sale investments taken to equity	(178)	762
Deferred tax on revaluation of available-for-sale investments	50	(198)
(LOSS)/INCOME RECOGNISED DIRECTLY IN EQUITY TRANSFERS	(128)	564
(LOSS)/PROFIT FOR THE YEAR	(150)	317
TOTAL RECOGNISED INCOME AND EXPENSE FOR THE YEAR	(278)	881
ATTRIBUTABLE TO EQUITY SHAREHOLDERS	(278)	881

 

  Notes to the Accounts

For the year ended 31 May 2009

1. Accounting policies

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.

•	IFRIC12 Service Concession Arrangements
•	IFRIC14 IAS19 - The Limit on a Defined Benefit Asset, Minimum Funding requirements and their Interaction

IFRIC12 has no impact on the financial statements of the Company or the Group. The adoption of IFRIC14 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 subject to EU endorsement in some cases, which does not impact on these financial statements.

IFRS various Annual improvements 2008

IFRS1, IAS27 Cost of an investment in subsidiary, jointly controlled entity or associate

IFRS2 Share-based Payment - Amendment relating to vesting conditions and cancellations

IFRS3 Business Combinations - Comprehensive revision on applying the acquisition method

IFRS8 Operating Segments

IAS1 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

IAS23 Borrowing Costs - Comprehensive revision to prescribed treatment

IAS27 Consolidated and Separate Financial Statements - Consequential amendments arising from amendments to IFRS3

IAS28 Investments in Associates - Consequential amendments arising from amendments to IFRS3

IAS31 Interests in Joint Ventures - Consequential amendments arising from amendments to IFRS3

IAS32 Financial Instruments: Presentation - Amendments relating to puttable instruments and obligations arising on liquidation

IAS38 Intangible Assets - Accounting for advertising and promotional costs

IAS39 IFRS7 Financial Instruments: Recognition and measurement - amendments for eligible hedged items

IFRIC11, IFRS2 Group and treasury share transactions

IFRIC13 Customer Loyalty Programmes

IFRIC15 Agreements for the construction of real estate

IFRIC16 Hedges of a net investment in a foreign operation

IFRIC17 Distribution of non-cash assets to owners

IFRIC18 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 2008 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. 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 Group income statement 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.

Stockbroking: Revenue comprises commission and other fees and is recognised when receivable in accordance with the trade date of the underlying transaction.

Corporate Finance: Revenue comprises the value of services supplied by the Group, exclusive of value added tax and retainer fees which are recognised over the length of time of the agreement. 

Other income includes dividend income on available-for-sale investments, recognised when an unconditional right to receive the income has been established.

(e) 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.

(f) 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.

(g) 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.

(h) 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.

(i) Available-for-sale investments

Investments previously classified as fixed asset investments under UK GAAP were re-classified as available-for-sale investments under IFRS and initially recognised at fair value. Subsequent 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. See note 2.

(j) 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.

(k) 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.

(l) 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.

(m) 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 as the Company has no beneficial entitlement thereto. The amount so held on behalf of clients at the year end is stated in note 27.

(n) 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.

(o) Equity instruments

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

(p) Dividends

Equity dividends are recognised when paid. 

(q) 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.

 

(r) 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.

(s) 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.

(t) 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 on the most recently published Euroclear Plc financial statements based on earnings per share.

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

Total revenue comprises:

	2009	2008
	£'000	£'000
Commission receivable	3,121	3,248
Corporate finance and advisory fees	15	121
Investment management fees	344	400
	3,480	3,769
Commission payable to associates	(818)	(886)
Commission payable to third parties	(45)	(27)
	(863)	(913)
	2,617	2,856
Other income	154	200
	2,771	3,056

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:

	2009	2008
	No.	No.
Dealing and sales	7	8
Settlement	9	9
Administration	8	8
	24	25
Employees', including Directors', costs comprise:
	2009	2008
	£'000	£'000
Wages, salaries and other staff costs	1,198	1,317
Social security costs	135	152
	1,333	1,469

5. Directors

(a) Directors' emoluments comprise:

	2009	2008
	£'000	£'000
Emoluments	547	673
Highest paid director's remuneration:
Emoluments	136	131

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:

		Bonus
	Gross	relating to
	salary	2007/2008	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.

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

 

		Bonus
	Gross	relating to
	salary	2006/2007	Fees	Commission	Benefits	Total
31 May 2008	£'000	£'000	£'000	£'000	£'000	£'000
M J Allen (i)	-	-	31	-	-	31
A J Andrews	89	20	-	-	1	110
B A F Harris (ii)	90	5	-	-	-	95
C F Harrison	78	20	-	-	33	131
J P Q Harrison	67	5	-	-	1	73
F G Luchini	96	5	-	-	2	103
A D Meech	66	5	-	26	3	100
S J Cockburn	-	-	15	-	-	15
M H W Perrin	-	-	15	-	-	15
	486	60	61	26	40	673

(i) Resigned 1 November 2008 (ii) Resigned 31 March 2008

(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 (loss)/profit

	2009	2008
	£'000	£'000
The operating (loss)/profit is arrived at after charging:
Auditors' remuneration for the audit	60	58
Other fees payable to auditors - Interim review	5	5
- Tax compliance	3	14
- PAYE advice	-	5
- VAT advice	-	7
Net foreign exchange losses	13	2
Depreciation of property, plant and equipment	56	57
Impairment of goodwill	145	-
Amortisation of intangible assets	45	96
Operating lease rentals - Land and buildings	189	171
- Other	5	5

The loss for the financial year dealt with in the financial statements of the parent Company was £150,000 (2008 -profit £317,000) 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

	2009	2008
	£'000	£'000
Interest receivable:
Banks	109	228
	109	228

 

8. Finance costs

	2009	2008
	£'000	£'000
Interest payable:
Bank loans, overdrafts and other interest payable	6	4

9. Tax

Analysis of tax charge on ordinary activities:

	2009	2008
	£'000	£'000
Current tax
Current year	12	115
Prior year adjustment	4	5
	16	120
Deferred tax
Current year	(5)	(4)
Total tax charge (to income statement)	11	116

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% (2008 - 28%).

The charge for the year can be reconciled to the profit per the income statement as follows:

		2009	2008
		£'000	£'000
(Loss)/profit before tax		(139)	433
(Credit)/charge on (loss)/profit on ordinary activities at standard rate		(39)	121
Effect of:
Expenses not deductible in determining taxable profit		18	10
Non taxable income		(9)	-
Effect of tax rate change		-	8
Double tax relief		(1)	(4)
Amortisation of goodwill		41	-
Small company relief		(3)	(24)
Adjustment to tax charge in respect of prior years		4	5
		11	116

 

10. Dividends paid

		2009		2008
		£'000		£'000
Second interim dividend paid in 2008/09 for the year 2007/08		249		249
First interim dividend		210		210
		459		459
Second interim dividend		169		249

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 and waived the entitlement to any dividend on its holding of 9,490 ordinary shares at 25p each (2008 -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.

Headline earnings per share has been calculated in accordance with the definition in the Institute of Investment Management Research ("IIMR") Statement of Investment Practice No. 1, 'The Definition of IIMR Headline Earnings', in order to take out the exceptional gain arising on disposal of certain fixed asset investment, as follows:

			Diluted	Diluted
31 May 2009	Basic eps	Headline eps	Basic eps	Headline eps
	£'000	£'000	£'000	£'000
Loss on ordinary activities after taxation	(150)	(150)	(150)	(150)
Adjustment to reflect impact of dilutive share options	-	-	1	1
Losses	(150)	(150)	(149)	(149)
Number of shares (000's)	8,353	8,353	8,399	8,399
Losses per share (pence)	(1.8)	(1.8)	(1.8)	(1.8)
			Diluted	Diluted
31 May 2008	Basic eps	Headline eps	Basic eps	Headline eps
	£'000	£'000	£'000	£'000
Profit on ordinary activities after taxation	317	317	317	317
Adjustment to reflect impact of dilutive share options	-	-	4	4
Earnings	317	317	321	321
Number of shares (000's)	8,331	8,331	8,400	8,400
Earnings per share (pence)	3.8	3.8	3.8	3.8
			31 May 2009	31 May 2008
Number of shares (000's):
Weighted average number of shares			8,353	8,331
Dilutive effect of share option scheme			46	69
			8,399	8,400

 

12. Goodwill

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

The impairment loss for the year is a result of the value of the original acquired investment management contracts of the Ionian Group suffering a diminution in value at 31 May 2009, due to the fall in value of the investments under management.

13. Other intangible assets

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

 

14. Property, plant and equipment

	Office
	furniture and	Computer	Office
Group	equipment	equipment	refurbishment	Total
	£'000	£'000	£'000	£'000
Cost
At 1 June 2008	130	106	175	411
Additions	1	24	-	25
Disposals	-	(1)	-	(1)
At 31 May 2009	131	129	175	435
Accumulated depreciation
At 1 June 2008	128	92	85	305
Charge for the year	2	20	34	56
Disposals	-	(1)	-	(1)
At 31 May 2009	130	111	119	360
Net book value
At 31 May 2009	1	18	56	75
At 31 May 2008	2	14	90	106

	Office
	furniture and	Computer	Office
Company	equipment	equipment	refurbishment	Total
	£'000	£'000	£'000	£'000
Cost
At 1 June 2008	130	98	175	403
Additions	1	24	-	25
At 31 May 2009	131	122	175	428
Accumulated depreciation
At 1 June 2008	128	84	85	297
Charge for the year	2	20	34	56
At 31 May 2009	130	104	119	353
Net book value
At 31 May 2009	1	18	56	75
At 31 May 2008	2	14	90	106

 

15. Investment in subsidiary undertakings

	2009	2008
Company	£'000	£'000
Cost at 1 June 2008	432	432
Additions	273	-
Cost at 31 May 2009	705	432

The following are the principal subsidiaries of the Company at 31 May 2009 and at the date of these financial statements.

Incorporated in the UK:

		Proportion of
		nominal value and
	Class of	voting rights held by	Nature of
	shares	parent company	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 total consideration of £273,000.

	Book and
	fair value
	£'000
Net assets acquired	123
Goodwill	150
Total cost of acquisition	273
Satisfied by:
Allotment of 85,470 new Ordinary Shares in Fiske plc	51
Cash paid	160
Cash payable in the year to 31 May 2010	62
Total consideration	273
Gross cash outflow arising in the year on acquisition:
Cash consideration paid	(160)
Cash and cash equivalents acquired	160
	-

16. Available-for-sale investments

	2009	2008
Group and Company	£'000	£'000
Listed	165	189
Unlisted	1,068	1,248
Available-for-sale investments carried at fair value	1,233	1,437

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

	2009			2008
	Group	Company		Group	Company
	£'000	£'000		£'000	£'000
Counterparty debtors	2,989	2,989		4,755	4,755
Trade receivables	7,060	7,060		3,473	3,473
	10,049	10,049		8,228	8,228
Other debtors	67	67		84	84
Prepayments and accrued income	548	545		272	272
	10,664	10,661		8,584	8,584

Trade receivables

Included in the Group's trade receivables balance are debtors with a carrying amount of £143,000 (2008 -£127,000) 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:

	2009	2008
	£'000	£'000
0 - 15 days	132	126
16 - 30 days	1	-
31 - 60 days	10	1
	143	127

Counterparty receivables

Included in the Group's counterparty receivables are debtors with a carrying amount of £306,000 (2008 - £304,000) 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:

	2009	2008
	£'000	£'000
0 - 30 days	64	219
31 - 60 days	242	85
	306	304

18. Investments held for trading

	2009			2008
	Group	Company		Group	Company
	£'000	£'000		£'000	£'000
Listed	187	187		353	353

19. Cash and cash equivalents

Cash and cash equivalents includes £294,000 (2008 - £774,000) 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

	2009			2008
	Group	Company		Group	Company
	£'000	£'000		£'000	£'000
Counterparty creditors	6,319	6,319		5,106	5,106
Trade payables	4,071	4,071		3,517	3,517
	10,390	10,390		8,623	8,623
Amount owed to group undertakings	-	563		-	485
Sundry creditors and accruals	446	442		386	386
	10,836	11,395		9,009	9,494

21. Deferred taxation

		Available-
	Capital	for-sale	Deferred tax
Group and Company	allowances	investments	liability
	£'000	£'000	£'000
At 1 June 2008	(9)	321	312
Credit for the year	(5)	-	(5)
Credit to statement of recognised income and expense	-	(50)	(50)
At 31 May 2009	(14)	271	257

22. Called up share capital

		2009			2008
	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	8,350		2,087

During the year the Company issued 85,470 new ordinary shares at an issue price of 58.5 pence per share as part of the consideration payable upon the acquisition of Vor Financial Strategy Limited.

Included within the allotted and fully paid share capital were 9,490 ordinary shares of 25p each (2008 - 9,490 ordinary shares of 25p each) held for the benefit of employees.

At 31 May 2009 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:

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

 

  

23. Reconciliation of shareholders' funds and statement of movement on reserves

	Share	Share	Revaluation	Retained
Group	capital	premium	reserve	earnings	Total
	£'000	£'000	£'000	£'000	£'000
Balance at 1 June 2007	2,078	1,185	286	1,270	4,819
Issue of ordinary share capital	9	2	-	-	11
Revaluation of available-for-sale investments	-	-	762	-	762
Deferred tax on revaluation of available-for-sale
investments	-	-	(198)	-	(198)
Profit for the financial year	-	-	-	317	317
Dividends paid	-	-	-	(459)	(459)
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 31 May 2009	2,109	1,216	722	520	4,567
	Share	Share	Revaluation	Retained
Company	capital	premium	reserve	earnings	Total
	£'000	£'000	£'000	£'000	£'000
Balance at 1 June 2007	2,078	1,185	286	1,217	4,766
Issue of ordinary share capital	9	2	-	-	11
Revaluation of available-for-sale investments	-	-	762	-	762
Deferred tax on revaluation of available-for-sale
investments	-	-	(198)	-	(198)
Profit for the financial year	-	-	-	317	317
Dividends paid	-	-	-	(459)	(459)
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
net of tax	-	-	(128)	-	(128)
Loss for the financial year	-	-	-	(150)	(150)
Dividends paid	-	-	-	(458)	(458)
Balance at 31 May 2009	2,109	1,216	722	467	4,514

 

24. Notes to cash flow statement

	2009			2008
	Group	Company		Group	Company
	£'000	£'000		£'000	£'000
Operating (loss)/profit	(294)	(294)		173	173
Profit on disposal of available-for-sale investments	-	-		(7)	(7)
Depreciation of property, plant and equipment	56	56		57	57
Write-down of goodwill	145	145		-	-
Amortisation of intangibles	45	45		96	96
Decrease/(increase) in investments held for trading	166	166		(140)	(140)
Impairment of available-for-sale investments	27	27		-	-
(Increase)/decrease in receivables	(2,001)	(2,077)		13,968	13,968
Increase/(decrease) in payables	1,659	1,839		(14,152)	(14,152)
Cash used in operations	(197)	(93)		(5)	(5)
Interest paid	(6)	(6)		(4)	(4)
Tax paid	(117)	(117)		(295)	(295)
Net cash used in operating activities	(320)	(216)		(304)	(304)

25. 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.

26. Financial commitments 

Operating leases

At 31 May 2009 the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases which fall due as follows:

	2009			2008
	Land and			Land and
	buildings	Other		buildings	Other
	£'000	£'000		£'000	£'000
In the next year	178	5		172	5
In the second to fifth years inclusive	103	7		272	12
Total commitment	281	12		444	17

27. Clients' money

At 31 May 2009 amounts held by the Company on behalf of clients in accordance with the Client Money Rules of the Financial Services Authority amounted to £39,584,000 (2008 - £44,981,000). The Company has no beneficial interest in these amounts and accordingly they are not included in the balance sheet.

 

28. 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, 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

	2009			2008
	Group	Company		Group	Company
	£'000	£'000		£'000	£'000
Available-for-sale investments	1,233	1,233		1,437	1,437
Trade and other receivables	10,664	10,661		8,584	8,584
Investments held for trading	187	187		353	353
Cash and cash equivalents	3,143	3,087		3,786	3,786
Trade and other payables	10,836	11,395		9,009	9,494

The carrying value of each class of financial asset denoted above approximates to its 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, interest rate risk, credit 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, 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 banks with high credit-ratings assigned by international credit-rating agencies.

The amount that best represents its maximum exposure to credit risk at the reporting date is £10,116,000 (2008 -£8,312,000). In respect of the credit quality of financial assets that are neither past due or impaired the Directors are of the opinion that such balances are fully recoverable.

 

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 30 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(h). If equity prices had been 5% higher/lower the revaluation reserve would increase/decrease by £62,000 (2008 - increase/decrease by £72,000).

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 2009 would have been £9,000 higher (2008 - £18,000 higher) and vice versa if prices were lower.

Cash

The Group's financial cash asset of £3,143,000 (2008 - £3,786,000) is held at a fixed interest rate and is available on demand. The financial statements are not materially affected by interest rate movements.

29. Related party transactions 

Group

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

Directors' transactions

The Company paid fees amounting in total of £4,453 (2008 - £4,504) 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 £114,000 (2008 - £111,000) from The Investment Company Plc, a company of which S J Cockburn is a Director and holds an interest.

 

Notice of Meeting

The Companies Act 2006 (the "2006 Act") will come fully into force on 1 October 2009 and as a result references to sections under the Companies Act 1985 will be replaced by references to the relevant sections in the 2006 Act. As a consequence, the format of resolutions 6, 7 and 8 of the Notice of Annual General Meeting may appear different.

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 1 October 2009 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 2009.

2. To re-elect Clive Fiske Harrison as a Director of the company.

3. To re-elect Francis Gerard Luchini as a Director of the company.

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

5. 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 6 as an ordinary Resolution and as to Resolutions 7, 8 and 9 as special Resolutions:

6.	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 £623,640 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.

7.

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.

8.

THAT the Directors be granted power pursuant to Section 571 of the Companies Act 2006 (the "2006 Act") 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 6 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 95 of the Companies Act 1985 be revoked provided that such revocation shall not have retrospective effect.

9.	THAT with effect from the end of this Meeting:

	(a)	the Articles of Association of the Company be amended by deleting all the provisions of the Company's Memorandum of Association which, by virtue of section 28 Companies Act 2006, are to be treated as provisions of the Company's Articles of Association; and
	(b)	the Articles of Association produced to the meeting and initialled by the chairman of the Meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.

By Order of the Board

F G Luchini	Registered office:
Secretary	Salisbury House
	London Wall
28 August 2009	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 Meeting at the place of the meeting for 15 minutes prior to the meeting until its conclusion.
3.	Pursuant to section 360B of the Companies Act 2006 (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 29 September 2009 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.

 

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