TIDMFKE
RNS Number : 5068P
Fiske PLC
01 September 2017
1 September 2017
Fiske Plc
('Fiske' or 'the Company')
Final Results
Fiske is pleased to announce its final results for the twelve
months ended 31 May 2017.
In accordance with rule 26 of the AIM Rules for Companies, this
information is also available under the Investor Relations section
of the Company's website, http://www.fiskeplc.com .
For further information please contact:
-- Gerard Luchini, Fiske Plc - Company Secretary
(tel: 020 7448 4700)
-- Salmaan Khawaja/Richard Tonthat/Harrison Clarke, Grant
Thornton UK LLP (Nominated Adviser)
(tel: 020 7383 5100)
Chairman's Statement
Trading
We are pleased to report a return to profit for the year to May
2017. Our pre-tax profit was GBP31,000 which compares to a loss for
the comparable period in 2016 of GBP1,316,000. Our revenues rose by
22% whilst our operating expenses fell by 13%. This has led to our
significant improvement in profitability.
Whilst our commission revenues rose by 15% to GBP2,234,000
(2016: GBP1,951,000) our investment management fees rose by 43% to
GBP970,000 (2016: GBP680,000). This was in part due to the
integration of our ISA business onto our new platform alongside the
appreciation of our assets under management and the gradual
migration of clients to a fee based charging structure.
The annual dividend from our Euroclear holding was received at
the end of the second half which means we have received the
majority of two years dividends in the year to May 2017.
A portion of the 2017 dividend remains unpaid whilst we reclaim
part of the Swiss withholding tax.
During the year currency movements have led to an appreciation
in the carrying value of our holding in Euroclear which is
denominated in Euros. The relative strength of the Euro against
Sterling has resulted in a further appreciation of GBP243,000. Our
holding is now valued at GBP2.44 million.
We maintain our strong financial position with a further
improvement in our cash balances to GBP1,035,000 at 31 May 2017.
This is up from GBP863,000 at 30 November 2016 and GBP405,000 at 31
May 2016.
Acquisition
We are pleased to have announced on 27 July 2017 the acquisition
of Fieldings Investment Management. Fieldings is a discretionary
and advisory investment portfolio management company with assets
under management of GBP165 million. The Company's turnover for the
year to 30 September 2016 was GBP1.32 million, its pre-tax profit
was GBP315,000 and its net assets were GBP2.1 million which are
substantially in cash. We will be welcoming six new investment
managers and two support staff to Fiske as the Fieldings' team move
into our offices during September. This acquisition is part of our
ongoing strategy to welcome new portfolio managers with established
client relationships to increase our assets under management.
As part of the transaction to acquire the Fieldings business in
July 2017 and in order to maintain our capital ratios we have
raised additional equity capital of GBP1.35 million. This has
further strengthened our capital base.
Dividend
The Board has resolved not to pay a second interim dividend for
the full year to 31 May 2017.
Markets
In the interim statement released on 13 February 2017 it was
noted that the Dow Jones Industrial Index had broken through the
mystical 20,000 point level. It now stands at 21,703 still
propelled by five of the leading technology stocks and little else.
The Federal Reserve has made it clear that higher interest rates
are imminent and that their balance sheet, inflated by quantitative
easing, will be reduced. It is emphasised that both measures will
be gradual. Markets in both bonds and equities do not normally like
an environment of rising interest rates and it will be interesting
to see to what extent this new scenario is already priced into
current market levels. London as usual will be heavily influenced
by the direction of Wall Street. When taking into account the
current worldwide geopolitical situation it is likely we will
experience more volatile markets in the autumn. We expect this will
have little influence on our business.
Outlook
The first half of our financial year has begun in a positive
fashion with business levels in line with the previous year. We
will be devoting time in the next few months to the integration of
the Fieldings team and look forward to working with our new
colleagues.
Annual General Meeting
As I do each year, I would like to invite our shareholders to
attend our Annual General Meeting. We would like the opportunity to
meet you and for you to meet the management of the Company in which
you are invested. This year the Annual General Meeting is on 28
September 2017 at Fiske's offices in Salisbury House at 12.30pm.
Please note that entry to the building only can be made via the
London Wall or Finsbury Circus entrances.
Clive Fiske Harrison
Chairman
31 August 2017
Strategic Report
The Directors set out below their Strategic Report on the
Company for the year ended 31 May 2017.
Activities and business Strategy
The principal activity of Fiske plc and its subsidiary
undertakings is the provision of financial intermediation which
consists of private client and institutional stockbroking, and
private client investment management. Fiske plc is the trading
entity of the Group and is authorised and regulated by the
Financial Conduct Authority and is a member of The London Stock
Exchange.
The firm's core strategy is to focus on delivering a high
quality of service to clients. This entails giving both private and
institutional clients a personalised service delivered by
experienced individuals. The Board intends to maintain a strong
balance sheet and to enable clear, unbiased advice to be given to
clients.
The firm is capitalised with equity capital, with no debt and
does not use financial instruments excepting its intra-day Crest
cap.
Business Review
A combination of market conditions and higher trading volumes
resulted in an increase in commissions receivable. The significant
increase in investment management fees has materialised as expected
as a result of the investment in the firm's IT infrastructure and
resultant ability to benefit from revenues previously paid away to
third parties.
This increase in revenues combined with the return of
operational expenses to normal levels has led to a positive outlook
for the financial year to 31 May 2018.
Financial review and key performance indicators
The firm's activities resulted in a profit before tax of
GBP31,000 compared to a loss of GBP1,316,000 in the prior year. No
dividends were paid to shareholders in the year.
The results of the Group for the year are set out on page 12 and
the Consolidated Statement of Financial Position on page 13.
Future developments
As we have expressed before, the focus of our future growth will
be in the area of private client investment management. We believe
that we have the expertise to expand in this area and we expect
that this will be achieved both organically and by very selective
and probably small acquisitions which our strong balance sheet can
readily support. This will not only increase our recurring fee
income but also our commissions.
Risk management
The Group is exposed to a number of business risks. The risk
appetite of the Group is determined by the Board, members of whom
are also the principal shareholders. Monitoring of risks applicable
to the business is delegated to the Risk Committee whose principal
function is to identify and evaluate the key risk areas of the
business and ensure those risks can be managed at a level
acceptable to the Board.
The Group has identified the following as the key risks and
their mitigation:
-- 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 customer 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.
-- Market risk
The Group is mainly exposed to market risk in respect of its
trading as agent in equities and debt instruments and in its
exposure to counterparties in the market. Market exposure arising
from unsettled trades is closely monitored and managed during each
trading day.
Market risk also gives rise to variations in asset values and
thus management fees, and variations in the value of investments
held by Fiske, acting as principal.
-- Loss of staff
Staff are a key asset in the business and retaining the services
of key staff is essential to ongoing revenue generation and
development of the business. All Directors are shareholders in the
business with longstanding commitment to its prosperity.
-- Operational risk
There is a whole range of operational risks to which the Group
is exposed, including reputational risks and the Group seeks to
mitigate operational risk to acceptable residual levels, in
accordance with its risk appetite policy, by maintenance of its
control environment, which is managed through the Group's
operational risk management framework. The Group's controls include
appropriate segregation of duties and supervision of employees;
ensuring the suitability and capability of the employees; relevant
training programmes that enable employees to attain and maintain
competence, and identifying risks that arise from inadequacies or
failures in processes and systems.
The Group has a business continuity and disaster recovery plan
which provides, inter alia, back-up premises and back-office
systems and which is regularly reviewed.
Pillar 3 disclosures are published on the Company's website at
www.fiskeplc.com.
This Strategic Report was approved by the Board of Directors and
authorised for issue on 31 August 2017.
Signed on behalf of the Board of Directors
Clive Fiske Harrison
Chairman
Directors' Report
The Directors present their report together with the audited
financial statements for the year ended 31 May 2017. The Corporate
Governance Statement on page 7 forms part of this report.
Directors' interests - Shares
The Directors who served during the year and to the date of this
report and their beneficial interests, including those of their
spouses, at the end of the year in the shares of the Company were
as follows:
--------------- Ordinary Ordinary Ordinary
25p shares 25p shares 25p shares
at the date at 31 May at 31 May
of this 2017 2016
report.
------------------- ------------ ------------ -------------
C F Harrison* 2,334,828 2,334,828 2,334,828
J P Q Harrison 2,280,802 2,140,802 2,140,802
A R Fiske-Harrison 315,842 315,842 315,842
A D Meech 100,000 100,000 100,000
F G Luchini 54,990 54,990 45,000
M H W Perrin 35,000 15,000 15,000
* Including 218,000 (2016: 218,000) shares held by Mrs B
Harrison, wife of Mr C F Harrison at the date of this report.
Including 2,133,802 (2016: 2,133,802) shares held by LongSand
Limited, a company controlled by JPQ Harrison and 7,000 (2016:
7,000) shares held by Mrs A Harrison wife of Mr J P Q Harrison at
the date of this report.
Directors' interests - Share options
Details of Directors' options over ordinary shares are as
follows:
Number of options
Market
price
Granted Exercised Expired on date Date from
At start during during during At end Exercise of which
of year year year year of year price exercise exercisable
-------------- ---------- ------- --------- ------- --------- ---------- --------- ------------
F G Luchini -
Unapproved 75,000 - - - 75,000 28.75p - 1 May 2005
The closing mid-market price of the Company's ordinary 25p
shares at 31 May 2017 was 50.0p (2016: 44.0p).
Major shareholdings
Shareholders holding more than 3% of the shares of the Company
at the date of this report were:
Ordinary shares %
--------------------------------- ---------------- ------
C F Harrison 2,334,828 20.20
J P Q Harrison 2,280,802 19.73
Craven Hill Investments Limited 1,096,413 9.48
P G Turner 734,500 6.35
Miton Group 610,000 5.28
S J Cockburn* 481,227 4.16
Mrs C M Short 386,029 3.34
* Including 15,000 (2016: nil) shares held by Mrs J A Cockburn,
wife of Mr S J Cockburn at the date of this report
Capital Structure
Details of the authorised and issued share capital, together
with details of the movements in the Company's issued share capital
during the year are shown in note 22.
The holders of Ordinary Shares are entitled to receive notice of
and to attend and vote at any General Meeting of the Company. Every
member present at such a meeting shall, upon a show of hands, have
one vote. Upon a poll, holders of all shares shall have one vote
for every share held. All ordinary shares are entitled to
participate in any distributions of the Company's profits or
assets.
There are no restrictions on the transfer of the Company's
ordinary shares. Fiske plc's ordinary 25p shares are traded solely
on the AIM market.
Going Concern
After making due and careful enquiry, 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 as set out in
note 1 to the accounts.
Directors' indemnities
The Company has made qualifying third party indemnity provisions
for the benefit of its Directors which were renewed during the year
and remain in force at the date of this report.
Disclosure of information to auditor
Each of the persons who is a Director at the date of approval of
this annual report confirms that:
(i) so far as the Director is aware, there is no relevant audit
information of which the Company's auditor is unaware; and
(ii) the Director has taken all the steps that he/she ought to have taken as a Director to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of Section s418 of the Companies Act
2006.
Auditor
The Directors review the terms of reference for the auditor and
obtain written confirmation that the firm has complied with its
relevant ethical guidance on ensuring independence. Deloitte LLP
provide audit services to the Company and Group as well as tax
compliance and advisory services. The Board reviews the level of
their fees to ensure they remain competitive and to ensure no
conflicts of interest arise.
Deloitte LLP has expressed a willingness to continue in office
as auditor and a resolution to reappoint them will be proposed at
the forthcoming Annual General Meeting.
By Order of the Board
J P Q Harrison Salisbury House
Chief Executive Officer London Wall
31 August 2017 London EC2M 5QS
Corporate Governance
The Board has given consideration to the code provisions set out
in the UK Corporate Governance Code issued, from time to time, by
the Financial Reporting Council. As an AIM listed company, Fiske
plc is not required to comply with the Code, however, the Directors
have chosen to provide certain information which they believe will
be helpful, having regard to the scale and nature of the Group's
activities.
Board Composition
The Board currently comprises six people. The non-executive
directors are Martin Perrin and Alexander Fiske-Harrison. The Board
considers each non-executive director to be independent in
character and judgement. Notwithstanding that Martin Perrin has
been non-executive director of Fiske plc for over ten years the
Board believes that he takes an independent view of issues
concerning the Company and is expected to, and does, challenge
executive directors as and when necessary. It is believed that no
individual or small group of individuals can determine the Board's
decisions.
Biographies of directors are set out at the back of these Report
and Accounts immediately prior to the Notice of Annual General
Meeting. In proposing retiring directors for re-election at the
Annual General Meeting, the Board has considered the skills,
experience and contribution of each, as part of an ongoing
process.
Board Duties
It is the responsibility of Board members to discharge their
duties in the best interests of the Company and to accept their
collective responsibility for the long-term success of the Company.
The Board, under the leadership of the Chairman, decides the
strategic aims of the Company, ensures that the necessary financial
and human resources are in place in order to meet the Company's
objectives and ensures that obligations to shareholders are
met.
Management is responsible for the day-to-day running of the
Company, including the terms and conditions of employment;
interviewing and hiring of staff; the systems and controls in place
to provide a suitable service to our clients (as required by the
regulator), and ensuring the firm has sound administrative and
accounting procedures in place.
Whilst much of their work is either executed formally within
full board metings, or in informal working parties, in line with
the provisions of the Corporate Governance Code, the Board has
formally established three committees namely the Remuneration and
Nomination Committee, Audit Committee and the Risk Committee as
described below. The terms of reference of these committees can be
viewed on our website at www.fiskeplc.com.
Remuneration and Nomination Committee
The principal function of this committee is to determine the
policy on key executives' remuneration in order to attract, retain
and motivate high calibre individuals with a competitive
remuneration package. It evaluates the skills, experience,
independence and knowledge of current and prospective board members
and makes recommendations to the Board as to the composition
thereof. The Committee consists of C F Harrison (Chairman), A R
Fiske-Harrison and M H W Perrin.
Fiske has not used any external search consultancy nor open
advertising in the past appointments of directors. This has been
deemed unnecessary as the executive directors are promoted from
existing staff members. The non-executive directors are well known
to the Company and fulfil the criteria set down by the Nomination
Committee.
Remuneration for executives comprises basic salary, a
performance-related bonus, share options and other benefits in
kind. Full details of Directors' remuneration and share options
granted are given in the notes to the financial statements and the
Directors' Report.
Audit Committee
The Audit Committee, comprises M H W Perrin (Chairman), C F
Harrison and A R Fiske-Harrison. The Committee meets at least twice
a year. The committee reviews the Company's external audit
arrangements, including the cost-effectiveness of the audit and the
independence and objectivity of the external auditor. It also
reviews the interim and full year financial statements prior to
their submission to the Board, the application of the Group's
accounting
policies, any changes to financial reporting requirements and
such other related matters as the Board may direct. The external
auditor and executive Directors may be invited to attend the
meetings.
Given the size of the Company, Fiske does not have an internal
audit function. When appropriate, the external auditor, Deloitte,
is consulted for assistance and specific review exercises.
Risk Committee
The Risk Committee, comprising M H W Perrin (Chairman), C F
Harrison and J P Q Harrison, meets at least twice a year. The
committee identifies and evaluates the key risk areas of the
business and ensures those risks can be managed at a level
acceptable to the Board. It makes recommendations to the Board in
relation to capital adequacy matters.
Attendance at meetings
In the year to 31 May 2017, attendance at meetings can be
quantified as:
Scheduled Remuneration Audit committee Risk Committee
Board meetings and Nomination
committee
Number of meetings
in the year 7 1 2 2
Clive Harrison 7/7 1/1 2/2 2/2
James Harrison 5/7 - - 2/2
Alan Meech 6/7 - - -
Gerard Luchini 6/7 - - -
Martin Perrin 7/7 1/1 2/2 2/2
Alexander Fiske-Harrison 6/7 1/1 2/2 -
Internal Control
The Board of Directors recognises that it is responsible for the
Group's systems of internal control and for reviewing their
effectiveness. Such systems, which include financial, operational
and compliance controls and risk management, have been designed to
provide reasonable, but not absolute, assurance against material
misstatement or loss. They include:
-- the ongoing identification, evaluation and management of the
significant risks faced by the Group;
-- regular consideration by the Board of actual financial results;
-- compliance with operating procedures and policies;
-- annual review of the Group's insurance cover;
-- defined procedures for the appraisal and authorisation of
capital expenditure and capital disposals; and
-- regular consideration of the Group's liquidity position.
When reviewing the effectiveness of the systems of internal
control, the Board has regard to:
-- a quarterly report from the Compliance Director covering FCA
regulatory matters and conduct of business rules;
-- the level of customer complaints;
-- the prompt review of daily management reports including
previous days' bargains, unsettled trades and outstanding
debtors;
-- the regular reconciliation of all bank accounts, internal accounts and stock positions; and
-- Management Committee meetings of Executive Directors for the
day-to-day running of the business.
Customers
The Directors set it as a priority that customers and their
affairs are well looked after, and customers and their treatment is
specifically reviewed at each Board meeting. The Board believes
that building good relationships with clients over a sustained
period of time creates a better investment environment and basis
for the Company's future.
Further information
Shareholders may review more detail on Fiske's Corporate
Governance on our website at www.fiskeplc.com.
Directors' Responsibilities Statement
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
are required to prepare the Group financial statements in
accordance with International Financial Reporting Standards (IFRSs)
as adopted by the European Union and have also chosen to prepare
the parent company financial statements under IFRSs as adopted by
the EU. Under company law the Directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Group and the
Company and of the profit or loss of the Group for that period. In
preparing these financial statements, International Accounting
Standard 1 requires that Directors:
-- properly select and apply accounting policies;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
-- provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the entity's financial position and financial
performance; and
-- make an assessment of the Company's ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and to enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Responsibility statement
We confirm that to the best of our knowledge:
-- the financial statements, prepared in accordance with
International Financial Reporting Standards as adopted by the
European Union, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the company
and the undertakings included in the consolidation taken as a
whole;
-- the strategic report includes a fair review of the
development and performance of the business and the position of the
company and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face; and
-- the annual report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the company's performance,
business model and strategy.
This responsibility statement was approved by the board of
directors on 31 August 2017 and is signed on its behalf by:
J P Q Harrison
Chief Executive Officer
31 August 2017
Independent Auditor's Report to the Members of Fiske plc
We have audited the financial statements of Fiske plc for the
year ended 31 May 2017 which comprise the Consolidated Statement of
Total Comprehensive Income, the Consolidated and Parent Company
Statements of Financial Position, the Group and Parent Company
Statement of Changes in Equity, the Group and Parent Company Cash
Flow Statement, and the related notes 1 to 28. The financial
reporting framework that has been applied in their preparation is
applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union and as applied in
accordance with the provisions of the Companies Act 2006.
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Respective responsibilities of Directors and auditor
As explained more fully in the Directors' Responsibilities
Statement, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view. Our responsibility is to audit and express an
opinion on the financial statements in accordance with applicable
law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's
Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are
appropriate to the Group's and the parent Company's circumstances
and have been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by the
Directors; and the overall presentation of the financial
statements. In addition, we read all the financial and
non-financial information in the annual report to identify material
inconsistencies with the audited financial statements and to
identify any information that is apparently materially incorrect
based on, or materially inconsistent with, the knowledge acquired
by us in the course of performing the audit. If we become aware of
any apparent material misstatements or inconsistencies we consider
the implications for our report.
Opinion on financial statements
In our opinion:
-- the financial statements give a true and fair view of the
state of the Group's and the parent company's affairs as at 31 May
2017 and of the Group's profit for the year then ended;
-- the group financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union;
-- the parent company financial statements have been properly
prepared in accordance with IFRSs as adopted bythe European Union
and as applied in accordance with the provisions of the Companies
Act 2006; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Report and
the Directors' Report for the financial year for which the
financial statements are prepared is consistent with the financial
statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if, in
our opinion:
-- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the parent company financial statements are not in agreement
with the accounting records and returns; or
-- certain disclosures of Directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Russell S Davis FCA, Senior Statutory Auditor
for and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
31 August 2017
Consolidated Statement of Total Comprehensive Income
For the year ended 31 May 2017
Notes 2017 2016
GBP'000 GBP'000
----------------------------------------------------- ----- --------- ---------
Continuing Operations
Fee and commission income 3 3,204 2,631
Fee and commission expenses 3 (476) (451)
----------------------------------------------------- ----- --------- ---------
Net fee and commission income 2,728 2,180
Other income 3 99 71
----------------------------------------------------- ----- --------- ---------
Total Revenue 2,827 2,251
----------------------------------------------------- ----- --------- ---------
Profit on disposal of available-for-sale investments - 9
Profit / (loss) on investments held for trading 66 (12)
Operating expenses (3,039) (3,613)
Operating (loss) 6 (146) (1,365)
Investment revenue 168 42
Finance income 7 10 8
Finance costs 8 (1) (1)
Profit / (loss) on ordinary activities before
taxation 31 (1,316)
Taxation 9 - -
----------------------------------------------------- ----- --------- ---------
Profit / (loss) on ordinary activities after
taxation 31 (1,316)
----------------------------------------------------- ----- --------- ---------
Other comprehensive income/(loss)
Items that may subsequently be reclassified
to profit or loss
Movement in unrealised appreciation of investments 244 128
Deferred tax on movement in unrealised appreciation
of investments (25) (30)
----------------------------------------------------- ----- --------- ---------
Net other comprehensive income/(loss) 219 98
----------------------------------------------------- ----- --------- ---------
Total comprehensive income/(loss) attributable
to equity shareholders 250 (1,218)
----------------------------------------------------- ----- --------- ---------
Earnings /(Loss) per ordinary share
Basic 11 0.4p (15.6p)
Diluted 11 0.4p (15.6p)
----------------------------------------------------- ----- --------- ---------
All results are from continuing operations.
Consolidated Statement of Financial Position
31 May 2017
Notes 2017 2016
GBP'000 GBP'000
------------------------------- ----- --------- ---------
Non-current Assets
Goodwill 12 395 395
Other intangible assets 13 144 90
Property, plant and equipment 14 10 17
Available-for-sale investments 16 2,444 2,200
------------------------------- ----- --------- ---------
Total non-current assets 2,993 2,702
------------------------------- ----- --------- ---------
Current Assets
Trade and other receivables 17 2,315 2,835
Investments held for trading 18 19 16
Cash and cash equivalents 19 1,035 405
------------------------------- ----- --------- ---------
Total current assets 3,369 3,256
------------------------------- ----- --------- ---------
Current liabilities
Trade and other payables 20 2,650 2,520
Total current liabilities 2,650 2,520
------------------------------- ----- --------- ---------
Net current assets 719 736
------------------------------- ----- --------- ---------
Non-current liabilities
Deferred tax liabilities 21 225 201
------------------------------- ----- --------- ---------
Total non-current liabilities 225 201
------------------------------- ----- --------- ---------
Net Assets 3,487 3,237
------------------------------- ----- --------- ---------
EQUITY
Share capital 22 2,115 2,115
Share premium 1,222 1,222
Revaluation reserve 1,459 1,240
Retained losses (1,309) (1,340)
------------------------------- ----- --------- ---------
Shareholders' equity 3,487 3,237
------------------------------- ----- --------- ---------
These financial statements were approved by the Board of
Directors and authorised for issue on 31 August 2017.
Signed on behalf of the Board of Directors
J P Q Harrison
Chief Executive Officer
Parent Company Statement of Financial Position
31 May 2017
Notes 2017 2016
GBP'000 GBP'000
--------------------------------------- ----- --------- ---------
Non-current Assets
Goodwill 12 230 230
Other intangible assets 13 144 90
Property, plant and equipment 14 10 17
Investments in subsidiary undertakings 15 165 165
Available-for-sale investments 16 2,444 2,200
--------------------------------------- ----- --------- ---------
Total non-current assets 2,993 2,702
--------------------------------------- ----- --------- ---------
Current Assets
Trade and other receivables 17 2,315 2,835
Investments held for trading 18 19 16
Cash and cash equivalents 19 1,035 405
--------------------------------------- ----- --------- ---------
Total current assets 3,369 3,256
--------------------------------------- ----- --------- ---------
Current liabilities
Trade and other payables 20 2,650 2,520
Total current liabilities 2,650 2,520
--------------------------------------- ----- --------- ---------
Net current assets 719 736
--------------------------------------- ----- --------- ---------
Non-current liabilities
Deferred tax liabilities 21 225 201
--------------------------------------- ----- --------- ---------
Total non-current liabilities 225 201
--------------------------------------- ----- --------- ---------
Net Assets 3,487 3,237
--------------------------------------- ----- --------- ---------
EQUITY
Share capital 22 2,115 2,115
Share premium 1,222 1,222
Revaluation reserve 1,459 1,240
Retained losses (1,309) (1,340)
--------------------------------------- ----- --------- ---------
Shareholders' equity 3,487 3,237
--------------------------------------- ----- --------- ---------
These financial statements were approved by the Board of
Directors and authorised for issue on 31 August 2017.
Signed on behalf of the Board of Directors
J P Q Harrison
Chief Executive Officer
Group and Parent Company Statement of Changes in Equity
For the year ended 31 May 2017
Share Share Revaluation Retained
capital premium reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------ --------- --------- ------------ ---------- --------
Balance at 1 June 2015 2,115 1,222 1,142 (24) 4,455
Revaluation of available-for-sale
investments - - 128 - 128
Deferred tax on revaluation
of available-for-sale investments - - (30) - (30)
Loss for the financial
year - - - (1,316) (1,316)
Balance at 1 June 2016 2,115 1,222 1,240 (1,340) 3,237
Revaluation of available-for-sale
investments - - 244 - 244
Deferred tax on revaluation
of available-for-sale investments - - (25) - (25)
Profit for the financial
year - - - 31 31
Balance at 31 May 2017 2,115 1,222 1,459 (1,309) 3,487
------------------------------------ --------- --------- ------------ ---------- --------
Group and Parent Company Cash Flow Statement
For the year ended 31 May 2017
2017 2016
GBP'000 GBP'000
----------------------------------------------------- --------- ---------
Operating (loss) (146) (1,365)
Profit on disposal of available-for-sale investments - (9)
Depreciation of property, plant and equipment 50 26
(Increase) in investments held for trading (3) (3)
Decrease in receivables 482 1,625
(Decrease) / increase in payables 130 (2,512)
------------------------------------------------------ --------- ---------
Cash generated from/ (used in) operations 513 (2,238)
Tax paid 38 -
------------------------------------------------------ --------- ---------
Net cash generated from/ (used in) operating
activities 551 (2,238)
Investing activities
Interest received 10 8
Investment income received 168 42
Interest paid (2) (1)
Proceeds on disposal of available-for-sale
investments - 154
Purchases of property, plant and equipment (7) (16)
Purchases of other intangible assets (90) -
Net cash generated from investing activities 79 187
------------------------------------------------------ --------- ---------
Financing activities
Dividends paid - -
----------------------------------------------------- --------- ---------
Net cash used in financing activities - -
----------------------------------------------------- --------- ---------
Net increase / (decrease) in cash and cash
equivalents 630 (2,051)
Cash and cash equivalents at beginning of
year 405 2,456
Cash and cash equivalents at end of year 1,035 405
------------------------------------------------------ --------- ---------
Notes to the Accounts
For the year ended 31 May 2017
1 Accounting policies
General information
Fiske plc is a limited company incorporated in the United
Kingdom and registered in England and Wales, company number
02248663. The address of its registered office and principal place
of business are disclosed in the Company Information page of the
Financial Statements.
The principal activities of the Company are described in the
Directors' Report.
New and revised IFRSs in issue but not yet effective
At the date of authorisation of these financial statements, The
Group has not applied the following new and revised IFRSs that have
been issued but are not yet effective and had not yet been adopted
by the EU:
IFRS 9 Financial Instruments
IFRS 15 Revenue from Contracts with Customers
IFRS 16 Leases
IFRS 2 (amendments) Classification and Measurement of Share-based
Payment Transactions
IAS 7 (amendments) Disclosure Initiative
IAS 12 (amendments) Recognition of Deferred Tax Assets for Unrealised
Losses
IFRS 10 and IAS Sale or Contribution of Assets between an Investor
28 (amendments) and its Associate or Joint Venture
The directors do not expect that the adoption of the Standards
listed above will have a material impact on the financial
statements of the Group in future periods, except that IFRS 9 will
impact both the measurement and disclosures of financial
instruments and IFRS 16 will have an impact on the reported assets,
liabilities, income statement and cash flows of the Group.
Furthermore, extensive disclosures will be required by IFRS 16.
Beyond the information above, it is not practicable to provide a
reasonable estimate of the effect of IFRS 9 and IFRS 15 until a
detailed review has been completed.
(a) Basis of preparation
These financial statements have been prepared in accordance with
the requirements of IFRS implemented by the Group for the year
ended 31 May 2017 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 Strategic Report on pages 4 and 5. 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 subsidiary entities controlled by the
Company made up to 31 May each year. Control is achieved where the
Company is exposed, or has rights, to variable returns from its
involvement with an investee company and has the ability to affect
those returns through its power over the other entity; power
generally arises from holding a majority of voting rights
(d) Revenue recognition
The Group follows the principles of IAS 18, 'Revenue
Recognition', in determining appropriate revenue recognition
policies. In principle, therefore, revenue is recognised to the
extent that the economic benefits associated with the transaction
will flow into the Group.
-- Commission: Commission income and expenses are recognised on a trade date basis.
-- Fees: Investment management, administration and corporate
finance fees are recognised when earned with retainer fees being
recognised over the length of time of the agreement.
-- Dividend income: Dividend income is recognised when the right
to receive payment is established.
(e) Segment reporting
IFRS 8 requires that an entity disclose financial and
descriptive information about its reportable segments, which are
operating segments or aggregations of operating segments. Operating
segments are identified on the basis of internal reports that are
regularly reviewed by the Chief Executive Officer to allocate
resources and to assess performance. Using the Group's internal
management reporting as a starting point the single reporting
segment set out in note 3 has been identified.
(f) Business combinations
The acquisition of subsidiaries is accounted for using the
purchase method. The cost of acquisition is measured as the
aggregate of the fair values, at the date of exchange, of the
assets given, liabilities incurred or assumed, and equity
instruments issued by the Group in exchange for control of the
acquiree, plus any costs directly attributable to the business
combination. The acquiree's identifiable assets, liabilities and
contingent liabilities that meet the conditions for recognition
under IFRS 3 are recognised at their fair value at the acquisition
date. As permitted by IFRS 1, the Group has chosen not to restate,
under IFRS, business combinations that took place prior to 1 June
2006, the date of transition to IFRS.
(g) Goodwill
Goodwill arising on consolidation represents the excess of the
cost of acquisition over the Group's interest in the fair value of
the identifiable assets and liabilities of a subsidiary, associate
or jointly controlled entity at the date of acquisition. Goodwill
is initially recognised as an asset at cost and is subsequently
measured at cost less any impairment. Goodwill which is recognised
as an asset is reviewed for impairment at least annually. Any
impairment is recognised immediately and is not subsequently
reversed.
For the purpose of impairment testing, goodwill is allocated to
each of the Group's cash-generating units expected to benefit from
the synergies of the combination. Cash-generating units to which
goodwill has been allocated are tested for impairment annually, or
more frequently where there is an indication that the unit may be
impaired. If the recoverable amount of the cash-generating unit is
less than the carrying value of the unit, the impairment loss is
allocated first to reduce the carrying amount of any goodwill
allocated to the unit and then to the other assets of the unit pro
rata on the basis of the carrying value of each asset in the unit.
An impairment loss recognised for goodwill is not reversed in a
subsequent period.
On disposal of a subsidiary, associate or jointly controlled
entity, the attributable amount of goodwill is included in the
determination of the profit or loss on disposal. Goodwill arising
on acquisitions before the date of transition to IFRSs has been
retained at the previous UK GAAP amounts subject to being tested
for impairment at that date.
(h) Software and software licences
The direct cost of acquisition of software licences is
capitalised (if in relation to a significant installation) and,
upon being brought into use, amortised as noted below. The cost of
minor licenses, and the cost of deployment and associated costs to
implement significant installations are expensed as incurred.
(i) 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
Software - 6 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.
(j) 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.
(k) Available-for-sale investments
Available-for-sale investments are recognised and derecognised
on a trade date where a purchase or sale of an investment is
effected under a contract whose terms require delivery of the
investment within the timeframe established by the market
concerned, and are initially measured at cost.
At subsequent reporting dates, available-for-sale investments
are measured at fair value. Gains or losses arising from changes in
fair value are recognised directly in equity, until the security is
disposed of or is determined to be impaired, at which time the
cumulative gain or loss previously recognised in equity is included
in the net profit or loss for the period. Impairment losses
recognised in profit or loss are not subsequently reversed through
profit or loss.
The fair values of available-for-sale investments quoted in
active markets are determined by reference to the current quoted
bid price. Where independent market prices are not available, fair
values may be determined using valuation techniques with reference
to observable market data.
(l) 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.
(m) Investments held for trading
Investments held for trading are measured at market value.
(n) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand
deposits, and other short-term highly liquid investments that are
readily convertible to known amounts of cash and are subject to
insignificant risk of changes in value. Such investments are those
with original maturities of three months or less.
(o) Client money
The Company holds money on behalf of clients in accordance with
the Client Money Rules of the Financial Conduct Authority. With the
exception of money arising in the course of clients' transactions,
as disclosed in note 19, such monies and the corresponding
liability to clients are not shown on the face of the balance
sheet. The amount so held on behalf of clients at the year-end is
stated in note 25.
(p) Trade and other payables
Trade and other payables are measured at initial recognition at
fair value, and are subsequently measured at amortised cost using
the effective interest rate method. The Group accrues for all goods
and services consumed but as yet unbilled at amounts representing
management's best estimate of fair value.
(q) Equity instruments
Equity instruments issued by the Company are recorded at the
proceeds received, net of direct issue costs.
(r) Dividends
Equity dividends are recognised when paid.
(s) 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.
(t) Taxation
The tax expense represents the sum of the tax currently payable
and the deferred tax.
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible. The Group's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet
date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the
balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises
from the initial recognition of goodwill or from the initial
recognition (other than in a business combination) of other assets
and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates,
except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in the income
statement, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset where there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Group intends to settle its
current tax assets and liabilities on a net basis.
(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
GBP'000 GBP'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. GBP'000 No. GBP'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
GBP'000 GBP'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
GBP'000 GBP'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:
Gross Fees Commission Benefits Total
salary
31 May 2017 GBP'000 GBP'000 GBP'000 GBP'000 GBP'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
-------------------- -------- -------- ------------ ---------- --------
Gross Fees Commission Benefits Total
salary
31 May 2016 GBP'000 GBP'000 GBP'000 GBP'000 GBP'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
-------------------- -------- -------- ------------ ---------- --------
6 Operating (loss)
2017 2016
GBP'000 GBP'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 GBP31,000 (2016: loss of
GBP1,316,000) 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
GBP'000 GBP'000
--------------------- ------- -------
Interest receivable:
Banks 10 8
--------------------- ------- -------
10 8
--------------------- ------- -------
8 Finance costs
2017 2016
GBP'000 GBP'000
-------------------------------------------------- ------- -------
Interest payable:
Bank loans, overdrafts and other interest payable 1 1
-------------------------------------------------- ------- -------
9 Tax
Analysis of tax on ordinary activities:
2017 2016
GBP'000 GBP'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
GBP'000 GBP'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 Diluted
Basic
GBP'000 GBP'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 Diluted
Basic
GBP'000 GBP'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
Group Company
----------------------------------
Positive goodwill arising out of GBP'000 GBP'000
Fund management acquisitions
---------------------------------- -------- --------
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 GBP67k at Vor (2016: GBP47.5k) and GBP7k at
Ionian (2016: GBP49k)
13 Other intangible assets
Systems
licence
Group and Company GBP'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 Computer Office refurbishment Total
and equipment equipment
Group and Company GBP'000 GBP'000 GBP'000 GBP'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 value
At 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 GBP'000 GBP'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.
Proportion of
Nominal value
and voting rights
Incorporated in the Class held by parent
UK: of shares 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 GBP'000 GBP'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 GBP'000 GBP'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 GBP90,000 (2016: GBP905,000) 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
GBP'000 GBP'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 GBP278 (2016: GBPnil) 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
GBP'000 GBP'000
------------- ------- -------
0 - 15 days 136 -
16 - 30 days 100 -
31 - 60 days 42 -
------------- ------- -------
278 -
------------- ------- -------
18 Investments held for trading
2017 2016
Group and Company GBP'000 GBP'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 GBPnil (2016: GBPnil)
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
GBP'000 GBP'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 Available- Tax Deferred
allowances for-sale Losses tax liability
investments
Group and Company GBP'000 GBP'000 GBP'000 GBP'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 GBP'000 No. of GBP'000
shares shares
-------------------------- ----------- -------- ----------- --------
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 Land and
buildings Other buildings Other
GBP'000 GBP'000 GBP'000 GBP'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 GBP36,229,000 (2016: GBP36,729,000). 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 GBP'000 GBP'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 Level Level
1 2 3 Total
GBP'000 GBP'000 GBP'000 GBP'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 Unquoted
assets equities Total
GBP'000 GBP'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
GBP122,000 (2016: increase/decrease by GBP110,000).
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 GBP1,000 higher (2016: GBP1,000 higher) and
vice versa if prices were lower.
Cash
The Group's financial cash asset of GBP1,035,000 (2016:
GBP405,000) 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 GBP20,000 (2016:
GBP20,000) 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 GBP3,883 (2016: GBP1,960).
During the year, the Directors each received no dividends
attributable to their respective shareholdings, as disclosed in the
Directors' Report (2016: GBPnil).
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
GBP2.3 million (subject to adjustment in relation to completion
accounts and the amount of Assets Under Management as at 31 July
2017) and up to GBP0.78m 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 GBP165 million.
Fieldings' turnover for the year to 30 September 2016 was GBP1.32
million, its pre-tax profit was GBP315,000 and its net assets were
GBP2.1 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 GBP1,550,000.
Following this, the total number of ordinary shares in issue became
11,560,205.
Company Information
DIRECTORS REGISTERED OFFICE NOMINATED ADVISER
Clive Fiske Harrison 3(rd) Floor, Salisbury Grant Thornton UK
Chairman House LLP
James Philip Quibell London Wall 30 Finsbury Square
Harrison London EC2M 5QS London EC2P 2YU
Chief Executive Officer
Francis Gerard Luchini
Compliance Director
and Company Secretary
Alan Dennis Meech
Director
Martin Henry Withers
Perrin*
Alexander Rupert Fiske-Harrison
*
*Non-Executive
REGISTERED NUMBER AUDITOR
02248663 Deloitte LLP
LEI: 213800Z5PKJOV7GWXE43 London
AIM Listing REGISTRARS
Lon: FKE Capita Asset Services
ISIN: GB0003353157 Limited
Sedol: 0335315 The Registry
34 Beckenham Road
Beckenham, Kent BR3
4TU
Details of the Directors and their backgrounds are as follows:
Clive Fiske Harrison Chairman
Clive 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 Harrison Chief Executive Officer
James 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 Luchini Compliance Director
Gerard 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 Meech Director
Alan 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 Perrin Non-Executive
Martin 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-Harrison Non-Executive
Alexander 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 GBP867,015 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 GBP722,512; 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 Board Registered office:
F G Luchini Salisbury House
Secretary London Wall
31 August 2017 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 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
The company news service from the London Stock Exchange
END
FR OKDDBABKDOFN
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