Audited Final Results to 30 September 2024 and Notice of AGM
10/03/2025 07:01
| Gledhow Investments plc (GDH) Gledhow Investments plc: Audited Final Results to 30 September 2024 and Notice of AGM 10-March-2025 / 07:00 GMT/BST 10 March 2025 Gledhow Investments plc ("Gledhow" or the "Company") AQSE: GDH Audited Final Results to 30 September 2024 Notice of Annual General Meeting IhavethepleasureinpresentingyourCompany’s AnnualReportandFinancialStatementsfortheyearended 30 September 2024. WhilsttheCompany’stradingactivityhasreducedwithlowlevelsoffundraisinginthesmallmicrocapUKpublic markets, the directors continue to follow an investment strategy, through investing in small undervalued or fast growing companies, with the investment objective of achieving long term capital growth in excess of the FTSE All Share Index. Opportunities in the UK public markets are presenting themselves and the Company is taking some advantage of market volatility. TheCompanyhadcashof£150,426attheyear-end(2023:£174,052).Thepre-taxlosswas£422,980(2023:pre- tax loss of £285,740). In what proved to be a difficult year in the public markets, the market value of the Company’s investments declined by £419,412. The Company has continued to hold positions in AIM, LSE and Aquis Stock Exchange Growth Market traded companies, including those companies at early stages of development, and some pre-IPO investments. Of the companies in the portfolio at the year end, the Company held approximately 22% in Aquis Growth Market companies, approximately 63% in AIM and LSE quoted/listed companies, and a remaining small percentage in privatecompanies,havinginvestedonapre-IPObasis.Sincetheyearend,theCompanyhasmanagedtoselldown someoftheAquisGrowthMarketportfolio.Thedirectorscontinuetocautionthatthereisahistoricallyperceived lack of liquidity generally in Aquis Growth Market traded companies. Since the year end, the Company hasmade approximately £92,000 (of which £52,236 has already been recognised in the statement of comprehensive income for the year ended 30 September 2024, as part of the fair value adjustment on investments) in net profits ontheexerciseandsaleofMobileStreamsPLCshares,followingtheexerciseofwarrants.Asattoday’sdate,the Company has unaudited cash of approximately £220,000. TheCompanydoesnotrecommendthepaymentofadividendfortheyearendto30September2024. The Notice of Annual General Meeting (“AGM”) is set out at the back of the annual report and accounts. The AGM Notice is being posted to shareholders and will be held on 4 April 2025 at 3.00 pm at the offices of Peterhouse Capital Ltd, 3rd Floor, 80 Cheapside, London, EC2V 6EE. GRMiller ManagingDirector The full audited accounts will shortly be available at the Company website athttp://www.gledhowinvestments.com/ The Directors of the Company accept responsibility for the contents of this announcement. For further information please contact: Guy Miller020 7220 9795(Gledhow Investments plc) Auditor conclusions relating to going concern In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the company’s ability to continue to adopt the going concern basis of accounting included assessing the directors’ plans for the future, confirming investment and cash balances, together with fixed operating costs for the foreseeable future. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a goingconcernforaperiodofatleasttwelvemonthsfromwhenthefinancialstatementsareauthorisedforissue. StatementofComprehensiveIncomefortheyearended30September2024
StatementofFinancialPositionasat30September2024
StatementofChangesinEquityfortheyearended30September2024
StatementofCashFlowsfortheyearended30September2024
Notice of Annual General Meeting NoticeisherebygiventhattheAnnualGeneralMeetingofGledhowInvestmentsplc(“theCompany”)willbeheld at3.00pmonFriday4April2025attheofficesofPeterhouseCapitalLimited,3rdFloor,80Cheapside,London, EC2V6EEtoconsiderthefollowingresolutionsofwhichnumbers1to5willbeproposedasordinaryresolutions and numbers 6 and 7 as special resolutions: Toreceivetheannualreportandaccountsfortheyearended30September2024. Tore-electGHMelametasadirectoroftheCompany. Tore-electGRMillerasadirectoroftheCompany. Tore-appointtheauditorsoftheCompanyandtoauthorisethedirectorstofixtheirremuneration. Toconsiderand,ifthoughtfit,passthefollowingresolutionwhichwillbeproposedasanordinaryresolution: Thatthedirectorsbegenerallyandunconditionallyauthorisedundersection551oftheCompaniesAct2006 (theAct) to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company on and subject to such terms as the directors may determine up to a total nominal amountof£2,500,000,suchauthorityshallexpireattheconclusionofthenextannualgeneralmeetingofthe Company after the date of the passing of this resolution unless renewed, varied or revoked by the Company ingeneralmeeting.Thedirectorsshallbeentitled,underthisauthority,tomakeatanytimepriortotheexpiry of this authority any offer or agreement which would or might require relevant securities to be allotted after the expiry of this authority. Toconsiderand,ifthoughtfit,passthefollowingresolutionsasspecialresolutions: That, subject to the passing of resolution 5 in this notice, the directors be empowered under section 570 of the CompaniesAct 2006 (“theAct”) to allot equity securities (within the meaning of section 560 of theAct) for cash under the authority given by resolution 5 in this notice as if sub-section 561(1) of the Act did not apply to such allotment, provided that this power shall be limited:totheallotmentofequitysecuritiesinconnectionwithanofferofsuchsecuritiestoholdersofordinary shares where the equity securities for which ordinary shares are respectively entitled to subscribe are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them, but subjecttosuchexclusionsorotherarrangementsasthedirectorsmaydeemnecessaryorexpedient in relation to fractional entitlements or any legal or practical problems under the laws of any overseas territory or the requirements of any regulatory body or stock exchange; and totheallotment(otherwisethanundersub-paragraph(a)above)ofequitysecuritiesforcashuptoatotal nominal value of £2,500,000; andshallexpireonthedateofthenextannualgeneralmeetingoftheCompany,orifearlier,15monthsafter thedateofpassingthisresolution,savethattheCompanymaybeforesuchexpirymakeanofferoragreement whichwouldormightrequireequitysecuritiestobeallottedaftersuchexpiryandtheBoardmayallotequity securities under such offer or agreement as if the power conferred by this resolution had not expired. ThattheCompanybegenerallyandunconditionallyauthorisedtomakemarketpurchaseswithinthemeaning of section 693(4) of Companies Act 2006 (the Act) of its ordinary shares of 1p each in the capital of the Company (“shares”) on such terms and in such manner as the directors may from time to time determine, provided that:themaximumnumberofsharesauthorisedtobepurchasedis13,143,351beingthenumberrepresenting 15%oftheissuedordinarysharecapitaloftheCompany,excludingordinarysharesheldintreasury,at the date of the meeting; theminimumprice(exclusiveofexpenses)whichmaybepaidpershareis1p(beingthenominalvalue per share) and the maximum price which may be paid per share is an amount equal to 20% higher than theaverageofthemiddlemarketquotationspershareasderivedfromtheAQSEGrowthMarketforthe fifteen business days immediately preceding the day on which the shares are purchased; theauthorityshallexpireattheconclusionofthenextannualgeneralmeetingoftheCompany;and the Company may make a contract to purchase shares under the authority before the expiry of the authority,andmaymakeapurchaseofsharesundersuchcontracteventhoughtheauthorityhasended. ByOrderoftheBoardRegisteredOffice: MilnerHouse GHMelamet14ManchesterSquare SecretaryLondonW1U3PP Dated:7March2025 Notes: Shareholders,theirdulyappointedrepresentativesorproxiesareentitledtoattend,speakandvoteattheAGM.AshareholdercanappointtheChairmanofthemeetingoranyoneelseastheirproxyandtheirproxyneednotbeamemberoftheCompany.Ashareholdermayappointmorethanoneproxy,providedthateach proxy is appointed to exercise the rights attached to different ordinary shares. To appoint more than one proxy, the proxy form should be photocopiedand completed for each proxy holder.The proxy holder’s name should be written on the proxy form together with the number of shares in relation to whichtheproxyisauthorisedtoact.Theboxontheproxyformmustalsobetickedtoindicatethattheproxyinstructionisoneofmultipleinstructionsbeinggiven.All proxy forms must be signed and, to be effective, must be lodged at the registered office of the company, or emailed toinfo@gledhowinvestments.com,not later than 48 hours before the time of the meeting or any adjourned meeting. InaccordancewithRegulation41oftheUncertificatedSecuritiesRegulations2001,onlythosemembersenteredontheCompany’sregisterofmemberson the Company’s register of members at 48 hours (excluding non-business days) before the time appointed for the holding of the meeting shall be entitledto vote in respect of the number of shares registered in their names at that time. If the meeting is adjourned by more than 48 hours, then to be so entitled, ashareholder must be entered on the Company’s Register of Members at the time which is 48 hours (excluding non-business days) before the time appointedfor holding the adjourned meeting or, if the Company gives notice of the adjourned meeting, at the time specified in that notice. Forms of proxy, together with any power of attorney or other authority under which it is executed or a notarially certified copy thereof, must be completedand, to be valid, must reach the Company’s registered office not less than 48 hours (excluding non-business days) before the time appointed for the holdingof the meeting. As at the close of business on 2 February 2024, the Company’s issued share capital comprised 97,571,428 ordinary shares of 1p each, including 9,949,084ordinarysharesof1peachheldintreasury.Eachordinaryshare,excludingtreasuryshares,carriestherighttoonevoteatageneralmeetingoftheCompany,and therefore the total number of voting rights in the Company as at the time and date given above is 87,622,344. Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. |
| ISIN: | GB0008842717 |
| Category Code: | MSCM |
| TIDM: | GDH |
| Sequence No.: | 378375 |
| EQS News ID: | 2097426 |
| End of Announcement | EQS News Service |