REG - Fiske PLC - Final Results <Origin Href="QuoteRef">FKE.L</Origin> - Part 2
01/09/2017 07:06
- Part 2: For the preceding part double click ID:nRSA5068Pa
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.
(u) 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.
(v) 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 and share buyback information,
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 requires operating segments to be identified on the basis of internal
reports about components of the Group that are regularly reviewed by the Chief
Executive to allocate resources to the segments and to assess their
performance. 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:
2017 2016
£'000 £'000
Commission receivable 2,234 1,951
Investment management fees 970 680
3,204 2,631
Commission payable to associates (472) (447)
Commission payable to third parties (4) (4)
(476) (451)
2,728 2,180
Other income 99 71
2,827 2,251
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), A R
Fiske-Harrison 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 receives a commission element generated 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:
2017 2017 2016 2016
No. £'000 No. £'000
Dealing and sales 10 636 10 638
Settlement 5 270 6 288
Administration 7 281 6 279
22 1,187 22 1,205
Employees', including Directors', costs comprise:
2017 2016
£'000 £'000
Wages, salaries and other staff costs 1,196 1,235
Bonus 31 -
Social security costs 160 148
1,387 1,383
5 Directors' remuneration
(a) Directors' emoluments comprise:
2017 2016
£'000 £'000
Emoluments 487 488
Highest paid Director's remuneration:
Emoluments 129 124
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:
Grosssalary Fees Commission Benefits Total
31 May 2017 £'000 £'000 £'000 £'000 £'000
C F Harrison 110 - - 6 116
J P Q Harrison 113 - - 16 129
F G Luchini 112 - - 9 121
A D Meech 49 - 14 18 81
M H W Perrin - 20 - 1 21
A R Fiske-Harrison - 18 - 1 19
384 38 14 51 487
-
20
-
1
21
A R Fiske-Harrison
-
18
-
1
19
384
38
14
51
487
Grosssalary Fees Commission Benefits Total
31 May 2016 £'000 £'000 £'000 £'000 £'000
C F Harrison 110 - - - 110
J P Q Harrison 114 - - 10 124
F G Luchini 86 - - 32 118
A D Meech 65 - 15 16 96
M H W Perrin - 20 - 1 21
A R Fiske-Harrison - 18 - 1 19
375 38 15 60 488
-
20
-
1
21
A R Fiske-Harrison
-
18
-
1
19
375
38
15
60
488
6 Operating (loss)
2017 2016
£'000 £'000
The operating loss is arrived at after charging:
Auditor's remuneration:Fees payable to the Company's auditor - for the audit of the Company's annual accounts 59 59
Non-audit fees:- Other services pursuant to legislation: Interim review 6 6
- Audit of client money and custody assets 8 8
- Tax services 7 7
Net foreign exchange losses - -
Depreciation of property, plant and equipment 14 26
Amortisation of intangible assets 36 -
Operating lease rentals - Land and buildings 222 222
- Other 5 5
The profit for the financial year dealt with in the financial statements of
the parent Company was £31,000 (2016: loss of £1,316,000) 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
2017 2016
£'000 £'000
Interest receivable:
Banks 10 8
10 8
8 Finance costs
2017 2016
£'000 £'000
Interest payable:
Bank loans, overdrafts and other interest payable 1 1
9 Tax
Analysis of tax on ordinary activities:
2017 2016
£'000 £'000
Current tax
Current year - -
Prior year adjustment - -
- -
Deferred tax
Current year - -
Prior year adjustment - -
Total tax credit to Statement of Comprehensive Income - -
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 19.83% (2016: 20%).
The (credit)/charge for the year can be reconciled to the profit per the
Statement of Comprehensive Income as follows:
2017 2016
£'000 £'000
Profit / (loss) before tax 31 (1,316)
Charge on profit/(loss) on ordinary activities at standard rate 6 (263)
Effect of:
Expenses not deductible in determining taxable profit 8 7
Non-taxable income (34) (8)
Losses not relieved 20 264
Small company relief - -
Adjustment to tax charge in respect of prior years - -
- -
10 Share Option Scheme
The Employee Share Option Scheme, which is controlled by Fiske plc held shares
to the benefit of employees, waived the entitlement to any dividend on its
holding of 9,490 ordinary shares of 25p each (2016: 9,490 ordinary shares of
25p each).
11 Earnings / (loss) 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 2017 Basic DilutedBasic
£'000 £'000
Profit on ordinary activities after taxation 31 31
Adjustment to reflect impact of dilutive share options - -
Earnings 31 31
Number of shares (000's) 8,451 8,477
Earnings per share (pence) 0.4 0.4
31 May 2016 Basic DilutedBasic
£'000 £'000
Loss on ordinary activities after taxation (1,316) (1,316)
Adjustment to reflect impact of dilutive share options - -
Loss (1,316) (1,316)
Number of shares (000's) 8,451 8,477
Loss per share (pence) (15.6) (15.6)
31 May 2017 31 May 2016
Number of shares (000's):
Weighted average number of shares 8,451 8,451
Dilutive effect of share option scheme 26 26
8,477 8,477
12 Goodwill
Positive goodwill arising out of Fund management acquisitions Group Company
£'000 £'000
Cost
At 1 June 2015 1,311 1,146
Additions - -
At 1 June 2016 1,311 1,146
Additions - -
At 31 May 2017 1,311 1,146
Accumulated impairment losses
At 1 June 2015 916 916
Impairment losses for the year - -
At 1 June 2016 916 916
Impairment losses for the year - -
At 31 May 2017 916 916
Carrying amount
At 31 May 2017 395 230
At 1 June 2016 395 230
At 1 June 2015 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
the cash generating units, which is two acquired subsidiaries, Vor Financial
Strategy and Ionian Group Limited. The recoverable amount of the cash
generating units is determined by calculating the fair value, on the basis of
2.5% of assets under management, less costs to sell. At 31 May 2017 the fair
value less cost to sell of the goodwill was in excess of its carrying amount
by £67k at Vor (2016: £47.5k) and £7k at Ionian (2016: £49k)
13 Other intangible assets
Systemslicence
Group and Company £'000
Cost
At 1 June 2015 372
Additions -
Disposals (282)
At 1 June 2016 90
Additions 90
Disposals -
At 31 May 2017 180
Accumulated amortisation
At 1 June 2015 282
Charge for the year -
On disposals (282)
At 1 June 2016 -
Charge for the year 36
At 31 May 2017 36
Net book value
At 31 May 2017 144
At 31 May 2016 90
At 31 May 2015 90
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 2015 134 157 175 466
Additions - 16 - 16
Disposals - - - -
At 1 June 2016 134 173 175 482
Additions 3 4 - 7
Disposals - - - -
At 31 May 2017 137 177 175 489
Accumulated depreciation
At 1 June 2015 124 140 175 439
Charge for the year 9 17 - 26
Disposals - - - -
At 1 June 2016 133 157 175 465
Charge for the year 2 12 - 14
Disposals - - - -
At 31 May 2017 135 169 175 479
Net book valueAt 31 May 2017 2 8 - 10
At 31 May 2016 1 16 - 17
At 31 May 2015 10 17 - 27
15 Investment in subsidiary undertakings
2017 2016
Company £'000 £'000
Cost at 1 June 2016 and 31 May 2017 165 165
The following are the subsidiaries of the Company at 31 May 2017 and at the
date of these financial statements.
Incorporated in the UK: Class of shares Proportion ofNominal value and voting rights held by parent company Nature of business
VOR Financial Strategy Ordinary 100% Investment
Ionian Group Limited Ordinary 100% Investment
Fiske Nominees Limited Ordinary 100% Nominee
16 Available-for-sale investments
2017 2016
Group and Company £'000 £'000
At 1 June 2015:
Valuation 2,200 2,217
Unrealised appreciation (1,536) (1,408)
Cost 664 809
Additions
Cost of disposals - (145)
At 31 May 2016:
Cost 664 664
Unrealised appreciation 1,780 1,536
Valuation 2,444 2,200
being:
Listed 6 5
Unlisted 2,438 2,195
Available-for-sale investments carried at fair value 2,444 2,200
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
2017 2016
Group and Company £'000 £'000
Counterparty receivables 977 1,947
Trade receivables 484 489
1,461 2,436
Corporation tax recoverable - 38
Other debtors 106 22
Prepayments and accrued income 748 339
2,315 2,835
Counterparty receivables
Included in the Group's counterparty receivables are debtors with a carrying
amount of £90,000 (2016: £905,000) 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:
2017 2016
£'000 £'000
0 - 15 days 89 720
16 - 30 days - 165
31 - 45 days 1 20
46 - 60 days - -
90 905
Trade receivables
Included in the Group's trade receivables balance are debtors with a carrying
amount of £278 (2016: £nil) 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:
2017 2016
£'000 £'000
0 - 15 days 136 -
16 - 30 days 100 -
31 - 60 days 42 -
278 -
18 Investments held for trading
2017 2016
Group and Company £'000 £'000
Listed 19 16
The investments included above are represented by holdings of listed equity
securities.
19 Cash and cash equivalents
Cash and cash equivalents includes £nil (2016: £nil) 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
2017 2016
Group Group
£'000 £'000
Counterparty payables 1,525 1,920
Trade payables - -
1,525 1,920
Sundry creditors and accruals 1,125 600
2,650 2,520
21 Deferred taxation
Capital allowances Available-for-sale investments TaxLosses Deferred tax liability
Group and Company £'000 £'000 £'000 £'000
At 1 June 2016 (1) 296 (94) 201
Credit for the year - - - -
Credit in respect of prior year - - - -
Charge to Statement of Comprehensive Income
- in respect of current year - 24 - 24
- in respect of change in corporation tax rate - - - -
At 31 May 2017 (1) 320 (94) 225
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
2017 2016
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 (2016: 9,490 ordinary shares of 25p each) held for the
benefit of employees.
At 31 May 2017 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 2017 the Group had outstanding commitments for future minimum lease
payments under non-cancellable operating leases which fall due as follows:
2017 2016
Land and buildings Other Land and buildings Other
£'000 £'000 £'000 £'000
In the next year 368 5 227 5
In the second to fifth years inclusive 1,144 20 1,442 20
Total commitment 1,511 25 1,669 25
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 2017 amounts held by the Company on behalf of clients in accordance
with the Client Money Rules of the Financial Conduct Authority amounted to
£36,229,000 (2016: £36,729,000). 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.
Categories of financial instruments
2017 2016
Group and Company £'000 £'000
Available-for-sale investments 2,444 2,220
Loans and receivables - Trade and other receivables 2,315 2,835
Loans and receivables - Cash and cash equivalents 1,035 405
Investments held at fair value through profit and loss 19 16
Financial liabilities at amortised cost - Trade and other payables 2,650 2,520
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).
2017
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 19 - - 19
Available-for-sale financial assets
Quoted equities 6 - - 6
Unquoted equities - - 2,438 2,438
Total 25 - 2,438 2,463
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 2016 2,195 2,195
Purchases - -
Total gains or losses: 243 243
Balance at 31 May 2017 2,438 2, 438
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(k). If equity prices had been 5% higher/lower the revaluation reserve
would increase/decrease by £122,000 (2016: increase/decrease by £110,000).
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 2017 would have been £1,000 higher (2016:
£1,000 higher) and vice versa if prices were lower.
Cash
The Group's financial cash asset of £1,035,000 (2016: £405,000) 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
(2016: £20,000) 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
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 2017, commission earned from this by the Company amounted to
£3,883 (2016: £1,960).
During the year, the Directors each received no dividends attributable to
their respective shareholdings, as disclosed in the Directors' Report (2016:
£nil).
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.
28 Post balance sheet events
On 27 July 2017, the company exchanged contracts for the acquisition of the
whole of the issued share capital of Fieldings Investment Management Limited
for initial cash consideration of £2.3 million (subject to adjustment in
relation to completion accounts and the amount of Assets Under Management as
at 31 July 2017) and up to £0.78m deferred cash consideration, which is
contingent on the level of Assets Under Management attributable to Fieldings
and its team over the three years to 31 July 2020. Fieldings is a
discretionary and advisory investment portfolio management company with assets
under management of £165 million. Fieldings' turnover for the year to 30
September 2016 was £1.32 million, its pre-tax profit was £315,000 and its net
assets were £2.1 million which are substantially in cash. This acquisition is
part of our ongoing strategy to welcome new portfolio managers with
established client relationships to increase our assets under management. This
transaction completed on 17 August 2017.
The fair values of the acquired assets and liabilities as at the acquisition
date, together with the goodwill on acquisition, have not been disclosed as
the accounts as at 31 July 2017 have yet to be finalised.
On 17 August 2017 the Company issued 3,100,000 new ordinary shares at a price
of 50p each, raising gross proceeds £1,550,000. Following this, the total
number of ordinary shares in issue became 11,560,205.
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 NUMBER02248663LEI: 213800Z5PKJOV7GWXE43 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 2015.
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 2015, 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 Fiske-HarrisonNon-ExecutiveAlexander Fiske-Harrison joined the Board as a non-executive Director in April 2014.
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 28 September 2017 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 2017.
2. To re-elect Martin Henry Withers Perrin as a director of the
Company.
3. To re-elect Alexander Rupert Harrison as a director of the Company.
4. 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:
5. 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 £867,015 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.
6. 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 1,156,020;
(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.
7. 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 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 £722,512; 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 LuchiniSecretary31 August 2017 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.
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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