REG - Fiske PLC - Final Results <Origin Href="QuoteRef">FKE.L</Origin> - Part 2
20/08/2015 09:40
- Part 2: For the preceding part double click ID:nRST5556Wa
2015 2014
Group and Company £'000 £'000
At 1 June 2014:
Valuation 2,365 2,296
Unrealised appreciation (1,561) (1,492)
Cost 804 804
Additions 5 -
Cost of disposals - -
At 31 May 2015:
Cost 809 804
Unrealised appreciation 1,408 1,561
Valuation 2,217 2,365
being:
Listed 164 158
Unlisted 2,053 2,207
Available-for-sale investments carried at fair value 2,217 2,365
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
2015 2014
Group and Company £'000 £'000
Counterparty debtors 2,846 4,378
Trade receivables 1,182 1,034
4,028 5,412
Corporation tax recoverable 38 -
Other debtors 20 12
Prepayments and accrued income 374 386
4,460 5,810
Trade receivables
Included in the Group's trade receivables balance are debtors with a carrying
amount of £877,000 (2014: £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 were still considered recoverable,
and were subsequently recovered.
Ageing of past due but not impaired trade receivables:
2015 2014
£'000 £'000
0 - 15 days 836 13
16 - 30 days 41 -
31 - 60 days - 1
877 14
Counterparty receivables
Included in the Group's counterparty receivables are debtors with a carrying
amount of £21,000 (2014: £10,000) 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 were still considered recoverable,
and were subsequently recovered.
Ageing of past due but not impaired counterparty receivables:
2015 2014
£'000 £'000
0 - 30 days 3 7
31 - 60 days 18 3
21 10
18 Investments held for trading
2015 2014
Group and Company £'000 £'000
Listed 13 124
The investments included above are represented by holdings of listed equity
securities.
19 Cash and cash equivalents
Cash and cash equivalents includes £493,000 (2014: £1,405,000) 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
2015 2014
Group Group
£'000 £'000
Counterparty creditors 1,811 5,172
Trade payables 2,625 1,543
4,436 6,715
Sundry creditors and accruals 596 496
5,032 7,211
21 Deferred taxation
Capital allowances Available-for-sale investments TaxLosses Deferred tax liability
Group and Company £'000 £'000 £'000 £'000
At 1 June 2014 - 300 - 300
Credit for the year (1) - (94) (95)
Credit in respect of prior year - - - -
Charge to Statement of Comprehensive Income
- in respect of current year - - - -
- in respect of change in corporation tax rate - (34) - (34)
At 31 May 2015 (1) 266 (94) 171
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
2015 2014
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 (2014: 9,490 ordinary shares of 25p each) held for the
benefit of employees.
At 31 May 2015 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 2015 the Group had outstanding commitments for future minimum lease
payments under non-cancellable operating leases which fall due as follows:
2015 2014
Land and buildings Other Land and buildings Other
£'000 £'000 £'000 £'000
In the next year 103 5 177 5
In the second to fifth years inclusive - 2 103 7
Total commitment 103 7 280 12
In June 2010, the Company entered into a new lease over its premises at London
Wall for a period of 10 years, with a five year break clause.
25 Clients' money
At 31 May 2015 amounts held by the Company on behalf of clients in accordance
with the Client Money Rules of the Financial Conduct Authority amounted to
£40,335,000 (2014: £38,254,000). 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
2015 2014
Group and Company £'000 £'000
Available-for-sale investments 2,217 2,365
Loans and receivables - Trade and other receivables 4,460 5,810
Loans and receivables - Cash and cash equivalents 2,456 3,957
Investments held at fair value through profit and loss 13 124
Financial liabilities at amortised cost - Trade and other payables 5,032 7,211
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).
2015
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 13 - - 13
Available-for-sale financial assets
Quoted equities 164 - - 164
Unquoted equities - - 2,053 2,053
Total 177 - 2,053 2,230
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 2014 2,207 2,207
Purchases - -
Total gains or losses: (154) (154)
Balance at 31 May 2015 2,053 2,053
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 and stock is held until settlement is
effected.
The Group does not have any significant credit risk exposure to 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 nil 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 £111,000 (2014: increase/decrease by £118,000).
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 2015 would have been £1,000 higher (2014:
£6,000 higher) and vice versa if prices were lower.
Cash
The Group's financial cash asset of £2,456,000 (2014: £3,957,000) 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 £20,000
(2014: £22,000) 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 Group and Company received, by way of a service fee, £nil (2014: £81,632)
from The Investment Company Plc, a company of which M.H.W Perrin 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 2015, commission earned from this by the Company amounted to
£1,207 (2014: £2,404).
During the year, the Directors each received dividends attributable to their
respective shareholdings, as disclosed in the Directors' Report, amounting to
0.6p (2014: 0.6p) 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.
Company Information
DIRECTORSClive Fiske Harrison ChairmanJames Philip Quibell Harrison Chief Executive OfficerFrancis Gerard Luchini Compliance REGISTERED OFFICE3rd Floor, Salisbury House London WallLondon EC2M 5QS NOMINATED ADVISERGrant Thornton UK LLP 30 Finsbury SquareLondon EC2P 2YU
Director and Company SecretaryAlan Dennis Meech DirectorMartin Henry Withers Perrin*Alexander Rupert Fiske Harrison **Non
-Executive
REGISTERED NUMBER02248663 AUDITORDeloitte LLPLondon
AIM ListingLon:FKEISIN: GB0003353157Sedol: 0335315 REGISTRARSCapita Asset Services Limited The Registry34 Beckenham RoadBeckenham, Kent BR3 4TU
Details of the Directors and their backgrounds are as follows:
Clive Fiske HarrisonChairmanClive Harrison started his career with Panmure Gordon in 1961 and moved to Hodgson & Baker
(subsequently renamed Sandleson & Co) in 1965. He founded Fiske & Co in 1973 and has been senior partner and latterly Chief
Executive officer since that time. He retired from the role of Chief Executive following the AGM on 25 September 2014.
James Philip Quibell HarrisonChief Executive OfficerJames Harrison joined Fiske in 1996 in the private client investment
department and now manages a substantial client portfolio. He was Company Secretary from 2001 to 2005 and he was appointed to
the Board as an Executive Director in May 2007. On 25 September 2014, following the AGM he was appointed as the Chief Executive
Officer. He is responsible for the day to day running of the Company.
Francis Gerard LuchiniCompliance DirectorGerard Luchini joined Fiske as Compliance Officer in July 1997 and became a Director in
January 1998. He was formerly a Compliance Officer with the Royal Bank of Canada. He has responsibility for all compliance and
regulatory matters at the firm. He was appointed Company Secretary in 2005.
Alan Dennis MeechDirectorAlan Meech joined Fiske as a dealer in 1985 and became a Director in May 1989. He was previously with J
M Finn. His role at Fiske, principally on the dealing desk, also includes responsibility for some areas of credit control.
Martin Henry Withers PerrinNon-ExecutiveMartin Perrin joined the Board as a non-executive Director in November 2003. He is a
chartered accountant with wide experience of operations and finance in industry. He is Chairman of the Audit Committee and the
Risk Management Committee and is a member of the Remuneration and Nomination Committee. He is a Director of The Investment
Company Plc and Vipera plc.
Alexander Rupert FiskeHarrisonNon-ExecutiveAlexander Fiske Harrison joined the Board as a non-executive Director in April 2015.
He has previously worked for the Financial Times Group where he was involved in setting up the FT Magazine in 2003 and has also
worked as a trainee stockbroker at Fiske plc. Alexander is currently a director of St. Botolph's Securities Limited and Mersea
Island Securities Limited, both of which are investment companies. Alexander also sits on the Board of Mephisto Productions
Limited, a company involved the production of film and theatre.
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 on 24 September 2015 at
12.30 pm 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 2015.
2. To re-elect Martin Henry Withers Perrin as a director of the
Company.
3. To re-elect Clive Fiske Harrison as a director of the Company.
4. To re-elect Francis Gerard Luchini as a director of the Company.
5. 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 6 as an ordinary Resolution and as to Resolutions
7 and 8 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 £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.
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 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.
8. 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 5 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 BoardF G LuchiniSecretary20 August 2015 Registered office:Salisbury HouseLondon WallLondon 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
Asset Services, 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 12.30 pm 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.
This information is provided by RNS
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