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0uncons | GB00B08S4K30_2008_AR_english_01.txt_b0 | GB00B08S4K30_2008_AR_english_01.txt | 4 Where the proxy form is executed by an individual it must be signed by that individual or by his or her attorney. 5 Where the proxy form is executed by joint shareholders it may be signed by any of the members, but the vote of the member whose name stands first in the register of members of the company will be accepted to the exclusion of the votes of the other joint holders. 6 Where the proxy form is executed by a corporation it must be either under its seal or under the hand of an officer or attorney duly authorised. 7 If the proxy form is signed and returned without any indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether and how he/she votes, as he/she will on any other matters to arise at the meeting. 8 To be valid, the form of proxy together with, if applicable, the power of attorney or other authority under which it is signed, or a certified copy thereof, must be received by Equiniti at Aspect House, Spencer Road, Lancing BN99 6DA not later than 12.30pm on Monday 23 June 2008. 9 The "vote withheld" option is provided to enable a member to abstain from voting on the resolution; however, it should be noted that a "vote withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "for" and "against" the resolution.
Attendance indication Shareholders who intend to be present at the annual general meeting are requested to place a tick in the box below in order to assist with administrative arrangements.
I intend to attend the annual general meeting of Northern Investors Company PLC at 12.30pm on Wednesday 25 June 2008 at the Thistle Hotel, Neville Street, Newcastle upon Tyne NE1 5DF
Signed:
Date:
2008
BUSINESS REPLY SERVICE Licence No. SEA10850
Third fold and tuck in
First Fold
EQUINITI ASPECT HOUSE SPENCER ROAD LANCING BN99 6ZR
Second fold
Designed and produced by The Roundhouse Newcastle upon Tyne
Northern Investors Company PLC
Northumberland House Princess Square Newcastle upon Tyne NE1 8ER
Tel: 0191 244 6000 Fax: 0191 244 6001 E-mail: nic@nvm.co.uk
www.nvm.co.uk
| 4 |
0uncons | GB00B08S4K30_2008_AR_english_01.txt_b1 | GB00B08S4K30_2008_AR_english_01.txt | of such person in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter alongside the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). Any alteration or deletion must be signed or initialled. 2 A member may appoint more than one proxy in relation to a meeting, provided that the proxy is appointed to exercise the rights attached to a different share or shares held by him. To appoint more than one proxy, please contact Equiniti on 0871 384 2030 for (an) additional form(s), or you may photocopy this form. Please indicate alongside the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by placing an X in the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned in the same envelope together. 3 Use of the proxy form does not preclude a member from attending and voting in person. 4 Where the proxy form is executed by an individual it must be signed by that individual or by his or her attorney. 5 Where the proxy form is executed by joint shareholders it may be signed by any of the members, but the vote of the member whose name stands first in the register of members of the company will be accepted to the exclusion of the votes of the other joint holders. 6 Where the proxy form is executed by a corporation it must be either under its seal or under the hand of an officer or attorney duly authorised. 7 If the proxy form is signed and returned without any indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether and how he/she votes, as he/she will on any other matters to arise at the meeting. 8 To be valid, the form of proxy together with, if applicable, the power of attorney or other authority under which it is signed, or a certified copy thereof, must be received by Equiniti at Aspect House, Spencer Road, Lancing BN99 6DA not later than 12.30pm on Monday 23 June 2008. 9 The "vote withheld" option is provided to enable a member to abstain from voting on the resolution; however, it should be | 5 |
0uncons | 60652127.txt_0 | 60652127.txt | Annual Report
2004
TFG Capital
Investment Engineering
TFG CAPITAL AG AT A GLANCE
Key data on the company
in thousand Operating income EBITDA Write-down on financial assets and securities classified as current assets EBIT Net profit/loss for the year Cash flow Net Asset Value (as of December 31)
2000 44,376 31,011 10,673 20,338 17,613 56,764 206,040
Subgroup
2001
2002
10,029
13,498
980
6,726
105,492
54,719
105,968
47,814
105,273
47,727
24,646
15,232
80,740
41,470
2003 9,380 4,989 6,226 1,300 1,607 7,416 37,510
2004 7,103
565 493 12 212 5,394 39,595
Key data on the TFG share
respectively on the end of December2000 Share price in (closing rate Frankfurt's floor) Earnings per share (DVFA/SG) in Liquid funds and securities per share in Number of outstanding shares Market capitalisation in thousand Freefloat in %
2001
28.00 2.73 6.29 9,901,000 277,228 83.12
2002
4.70 9.52
3.50 11,000,000
51,700 84.24
2003
0.96 4.40
2.14 11,000,000
10,560 84.24
2004
1.77 0.06
2.11 11,000,000
19,470 77.00
2.05 0.02 1.97 11,898,500 24,392 76.00
4b27is PERSPECTIVES
Letter to the shareholders Key events Impulses for the future The TFG Portfolio The share
4 6 8 10 26
MANAGEMENT
2b389is REPORT
Market Business development Employees Portfolio Net assets and financial position
30 32 33 33 34
Segment reporting
35
Company's risk situation
35
Outlook | 0 |
0uncons | 60652127.txt_1 | 60652127.txt | rate Frankfurt's floor) Earnings per share (DVFA/SG) in Liquid funds and securities per share in Number of outstanding shares Market capitalisation in thousand Freefloat in %
2001
28.00 2.73 6.29 9,901,000 277,228 83.12
2002
4.70 9.52
3.50 11,000,000
51,700 84.24
2003
0.96 4.40
2.14 11,000,000
10,560 84.24
2004
1.77 0.06
2.11 11,000,000
19,470 77.00
2.05 0.02 1.97 11,898,500 24,392 76.00
4b27is PERSPECTIVES
Letter to the shareholders Key events Impulses for the future The TFG Portfolio The share
4 6 8 10 26
MANAGEMENT
2b389is REPORT
Market Business development Employees Portfolio Net assets and financial position
30 32 33 33 34
Segment reporting
35
Company's risk situation
35
Outlook
38
ANNUAL FINANCIAL
4b606is STATEMENTS
Balance sheet Income statement Cash flow statement Notes
42 44 45 46
Corporate governance
62
Auditor's report
64
Supervisory Board report
65
Perspectives Letter to the shareholders
To our shareholders and stakeholders,
4
At this point in our Company's last annual report, we announced our expectation that TFG Capital AG would return to profitability. Following the heavy losses of the previous three years, some of you may have greeted this with scepticism. However, we were confident that we had stabilised the Company at a level that formed the basis for future growth.
Admittedly, earnings of EUR 212,000 can hardly be described as "ample", and are nowhere near the level of previous years. Nonetheless, we are not so arrogant as to refer to the profit as "peanuts". The first year of the post-restructuring era is now behind us. It was a challenge the likes of which the Company and its employees never had to face before. Our target for 2004 was to preserve the existing substance of the Company. The result for the two divisions, Private and | 1 |
0uncons | 60652127.txt_2 | 60652127.txt |
38
ANNUAL FINANCIAL
4b606is STATEMENTS
Balance sheet Income statement Cash flow statement Notes
42 44 45 46
Corporate governance
62
Auditor's report
64
Supervisory Board report
65
Perspectives Letter to the shareholders
To our shareholders and stakeholders,
4
At this point in our Company's last annual report, we announced our expectation that TFG Capital AG would return to profitability. Following the heavy losses of the previous three years, some of you may have greeted this with scepticism. However, we were confident that we had stabilised the Company at a level that formed the basis for future growth.
Admittedly, earnings of EUR 212,000 can hardly be described as "ample", and are nowhere near the level of previous years. Nonetheless, we are not so arrogant as to refer to the profit as "peanuts". The first year of the post-restructuring era is now behind us. It was a challenge the likes of which the Company and its employees never had to face before. Our target for 2004 was to preserve the existing substance of the Company. The result for the two divisions, Private and Public, shows that this has been achieved. With our strategy of a balanced portfolio made up of investments with capital tie-ups of different lengths and different opportunity / risk profiles, we will stabilise the income situation of the Company.
However, at TFG, there hardly ever seems to be a financial year that is not impacted by extraordinary events. On 11 February this year, Oliver Borrmann and Ralph Günther were appointed to the Company's Management Board after F. Michael Stallmann resigned with immediate effect. At the same time, Mr. Stallmann sold a 12.5% stake to Berlin-based bmp AG, where Messrs. Borrmann and Günther also serve as management board members. At the instigation of the new shareholder, an early-stage investment specialist, the reorientation of TFG towards the venture capital business was announced. There was also talk of merging the two companies. However, as result of various developments, the new Management Board members were dismissed on 3 May 2005.
You, dear shareholders, have made your views on the future of the Company clear to us in recent months in many letters and e-mails. TFG can count itself lucky to have such a committed and informed group of | 2 |
0uncons | 60652127.txt_3 | 60652127.txt | Public, shows that this has been achieved. With our strategy of a balanced portfolio made up of investments with capital tie-ups of different lengths and different opportunity / risk profiles, we will stabilise the income situation of the Company.
However, at TFG, there hardly ever seems to be a financial year that is not impacted by extraordinary events. On 11 February this year, Oliver Borrmann and Ralph Günther were appointed to the Company's Management Board after F. Michael Stallmann resigned with immediate effect. At the same time, Mr. Stallmann sold a 12.5% stake to Berlin-based bmp AG, where Messrs. Borrmann and Günther also serve as management board members. At the instigation of the new shareholder, an early-stage investment specialist, the reorientation of TFG towards the venture capital business was announced. There was also talk of merging the two companies. However, as result of various developments, the new Management Board members were dismissed on 3 May 2005.
You, dear shareholders, have made your views on the future of the Company clear to us in recent months in many letters and e-mails. TFG can count itself lucky to have such a committed and informed group of people among its shareholders. You can be sure that the TFG team will continue to stand by its company and stick to the investment approach established last year. Our results for 2004 show that this approach of focusing more strongly on listed small caps on account of the general market situation was a good decision. In addition, investments in unlisted companies are resulting from our status as an investment holding company alone. However, with regard to new investments in the private investments sector, we will concentrate primarily on companies that are looking for a financial investor with the necessary expertise and sufficient capital for their expansion. Companies in very early development phases are only of interest to us in exceptional cases. Breaking into the black in 2004 was only the start. We intend to build on this and gradually increase income by further enhancing the value of our equity holding portfolio. In addition, the next few years will again be characterised by expansion of the Company. In this respect, we would like to thank you for your loyalty, and are determined to be able to report mostly good news to you for the current year.
Andrea Lengeling Member of the Executive Board
5
Perspectives Key events
Transfer of the business operations of TFG Venture Capital AG, the former personally liable partner, | 3 |
0uncons | 60652127.txt_b0 | 60652127.txt | presented to us, within the framework of our own audit and following an extensive report by the auditors on the audit of the annual financial statements for 2004, we approved the result of the audit of the annual financial statements. We agree with the proposal of the Management Board to transfer 50% of the net income for the financial year 2004 of EUR 211,664.14 to the other revenue reserves, in accordance with the Articles of Association. Furthermore, we propose to the Annual General Meeting the transfer of the remaining net income of EUR 105,832.07 to the other revenue reserves as well. In this case, the cost of a distribution would clearly exceed the income available for distribution. Composition of the Supervisory Board and the Management Board Effective 31 December 2003, J. Wolfgang Posselt resigned his position on the Supervisory Board. In his place, Dr. Michael Tigges, Düsseldorf, was appointed as a member of the Supervisory Board by way of court resolution, effective 20 February 2004. On 11 February 2005, F. Michael Stallmann resigned his position on the Management Board with immediate effect. The Supervisory Board accepted his resignation and appointed Oliver Borrmann and Ralph Günther as new Management Board members of TFG Capital AG also with effect from 11 February 2005. Effective 11 March 2005, Xaver Zimmerer resigned his position on the Supervisory Board. At the request of TFG shareholders, Dr. Robert Orth was appointed as his successor by way of resolution by the Gelsenkirchen Local Court from 31 March 2005 onwards.
Frankfurt / Main, April 25, 2005 The Supervisory Board
Heinrich Fischer Chairman
66
Contact
TFG Capital AG Unternehmensbeteiligungsgesellschaft Ophoffstraße 22 45768 Marl
Phone Fax e-Mail Internet
02365 978 0 0 02365 978 0 33 info@tfg.de www.tfg.de
Imprint Text
TFG Capital AG, Marl IR.on AG, Köln
Design
IR.on AG, Köln
Photo evidence Rüdiger Nehmzow, Düsseldorf (1) Archive IR.on AG (14)
TFG Capital AG Unternehmensbeteiligungsgesellschaft Marl
www.tfg.de
| 4 |
0uncons | 60652127.txt_b1 | 60652127.txt | Code, the Supervisory Board reviewed its own efficiency. In particular, this review focused on the timely and comprehensive information process of the Supervisory Board, its composition and cooperation.
In January 2004, the Management Board and the Supervisory Board issued an updated declaration of conformity in accordance with Article 161 AktG, and made this permanently accessible to the shareholders of TFG on the Company's homepage. TFG Capital AG largely conforms to the recommendations of the "Government Commission on the German Corporate Governance Code" in the version of 21 May 2003. All deviations were explained to shareholders in detail and justified in the declaration of conformity.
Audit of the annual financial statements The annual financial statements prepared by the Management Board in accordance to the regulations of the German Commercial Code and the accompanying management report for the financial year from 1 January 2004 to 31 December 2004 were audited by Prof. Schwantag Dr. Kraushaar GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, in accordance with the resolution of the Annual General Meeting on 7 July 2004 and the resultant audit mandate. The auditor granted an unqualified auditor's opinion.
65
On the basis of the documents regarding the annual financial statements and the management report presented to us, within the framework of our own audit and following an extensive report by the auditors on the audit of the annual financial statements for 2004, we approved the result of the audit of the annual financial statements. We agree with the proposal of the Management Board to transfer 50% of the net income for the financial year 2004 of EUR 211,664.14 to the other revenue reserves, in accordance with the Articles of Association. Furthermore, we propose to the Annual General Meeting the transfer of the remaining net income of EUR 105,832.07 to the other revenue reserves as well. In this case, the cost of a distribution would clearly exceed the income available for distribution. Composition of the Supervisory Board and the Management Board Effective 31 December 2003, J. Wolfgang Posselt resigned his position on the Supervisory Board. In his place, Dr. Michael Tigges, Düsseldorf, was appointed as a member of the Supervisory Board by way of court resolution, effective 20 February 2004. On 11 February 2005, F. Michael Stallmann resigned his position on the Management Board with immediate effect. The Supervisory Board accepted his resignation and appointed Oliver Borrmann and Ralph Günther as new Management Board members of TFG | 5 |
0uncons | NL0000289817_2005_AR_english_01.txt_0 | NL0000289817_2005_AR_english_01.txt | 05
ROLINCO
ANNUAL REPORT 2005
R O L I N C O N. V.
CONTENTS
General information Report of the supervisory board Report of the management board Financial statements Balance sheet Profit and loss account Cash-flow summary Notes Other data Spread of net assets List of securities Purchases and sales
G E N E R A L I N F O R M AT I O N
2 R O L I N C O N. V. 1 4 (investment company with a variable capital, having 5 its registered office in Rotterdam, the Netherlands) 11 Coolsingel 120 11 Postbus 973 11 NL-3000 AZ Rotterdam 11 Tel. +31 - 10 - 224 12 24 12 Fax +31 - 10 - 411 52 88 18 Internet: www.robeco.com 20 21 Supervisory Board 22 Paulus C. van den Hoek, chairman
Gilles Izeboud Johan Kremers (until 21 April 2005) Philip Lambert (as of 21 April 2005) Dirk P.M. Verbeek
Management Board
Arnout van Rijn Volker Wytzes
Fund manager
Arnout van Rijn
International Advisory Board
Martin S. Feldstein Toyoo Gyohten Paul J. Keating Karl O. Pöhl H. Onno C.R. Ruding
Secretary of the Company
David H. Cross
Management Board of Robeco Groep N.V.
(the holding company of the Robeco Group) George A. Möller (chairman) Stefan T. Bichsel (until 31 December 2005) Leni M.T. Boeren Sander van Eijkern Hans H. van der Koogh (until 8 February 2005) Constant T.L. Korthout Niek F. Molenaar
2
ROLINCO
1
Robeco (Schweiz) AG, Uraniastrasse 12, CH-8001 Zurich, is the fund's appointed representative in Switzerland. Copies of the prospectus, Articles of Association, (semi)annual reports and a list of all purchases and sales in the fund's securities portfolio during the reporting period are available from the above address free of charge. UBS AG, Bahnhofstrasse 45, CH-8098 Zurich, is the fund's paying agent in Switzerland.
GENERAL MEETING OF SHARE | 0 |
0uncons | NL0000289817_2005_AR_english_01.txt_1 | NL0000289817_2005_AR_english_01.txt | S. Feldstein Toyoo Gyohten Paul J. Keating Karl O. Pöhl H. Onno C.R. Ruding
Secretary of the Company
David H. Cross
Management Board of Robeco Groep N.V.
(the holding company of the Robeco Group) George A. Möller (chairman) Stefan T. Bichsel (until 31 December 2005) Leni M.T. Boeren Sander van Eijkern Hans H. van der Koogh (until 8 February 2005) Constant T.L. Korthout Niek F. Molenaar
2
ROLINCO
1
Robeco (Schweiz) AG, Uraniastrasse 12, CH-8001 Zurich, is the fund's appointed representative in Switzerland. Copies of the prospectus, Articles of Association, (semi)annual reports and a list of all purchases and sales in the fund's securities portfolio during the reporting period are available from the above address free of charge. UBS AG, Bahnhofstrasse 45, CH-8098 Zurich, is the fund's paying agent in Switzerland.
GENERAL MEETING OF SHAREHOLDERS
The General Meeting of Shareholders will be held on 27 April 2006 at 11:15 hours at the Hilton Rotterdam, Weena 10, Rotterdam, the Netherlands. Holders of share certificates to bearer wishing to attend and vote at the meeting should apply for a written statement from the Euroclear Netherlandsaffiliated institution where their shares are held, which will give admission to the meeting. The institutions affiliated with Euroclear Netherlands should submit a copy of this statement to ABN AMRO Bank N.V. stating the number of shares held for the shareholder concerned prior to the meeting, and which will be frozen until after the meeting. This statement should be submitted not later than 20 April 2006. Holders of K shares should lodge their share certificates not later than 20 April 2006 with one of the banks mentioned in the convening notice of 6 April 2006. Holders of subshares or an account with Robeco Group Accounts System in Rotterdam, Banque Robeco S.A. in Paris or Robeco Bank Belgium in Brussels wishing to attend the meeting should inform the management board in writing not later than 20 April 2006. This report is also published in Dutch, French and German. Only the original Dutch edition is binding and will be submitted to | 1 |
0uncons | NL0000289817_2005_AR_english_01.txt_2 | NL0000289817_2005_AR_english_01.txt | HOLDERS
The General Meeting of Shareholders will be held on 27 April 2006 at 11:15 hours at the Hilton Rotterdam, Weena 10, Rotterdam, the Netherlands. Holders of share certificates to bearer wishing to attend and vote at the meeting should apply for a written statement from the Euroclear Netherlandsaffiliated institution where their shares are held, which will give admission to the meeting. The institutions affiliated with Euroclear Netherlands should submit a copy of this statement to ABN AMRO Bank N.V. stating the number of shares held for the shareholder concerned prior to the meeting, and which will be frozen until after the meeting. This statement should be submitted not later than 20 April 2006. Holders of K shares should lodge their share certificates not later than 20 April 2006 with one of the banks mentioned in the convening notice of 6 April 2006. Holders of subshares or an account with Robeco Group Accounts System in Rotterdam, Banque Robeco S.A. in Paris or Robeco Bank Belgium in Brussels wishing to attend the meeting should inform the management board in writing not later than 20 April 2006. This report is also published in Dutch, French and German. Only the original Dutch edition is binding and will be submitted to the General Meeting of Shareholders.
SIMPLIFIED AND FULL PROSPECTUS
A simplified prospectus with information on Rolinco N.V. and its associated costs and risks is available. This simplified prospectus and the full prospectus are available at the company's office and via www.robeco.com.
SUPERVISORY BOARD
Paulus C. van den Hoek, chairman (67)
Dutch nationality. Appointed in 1990 and last reappointed in 2005. Lawyer and partner at Stibbe, lawyers and notaries, in Amsterdam, the Netherlands, since 1965. Former Dean of the Dutch National Bar (81/84). Supervisory director of ASM International, Bührmann, Euronext Amsterdam, Robeco Groep N.V., Robeco and Rorento.
Gilles Izeboud (63)
Dutch nationality. Appointed in 2004. Former partner at PricewaterhouseCoopers. Deputy justice of the Enterprise Section of the Amsterdam Court of Appeal. Supervisory director of Bührmann, Endex, Robeco Groep N.V., Robeco and Rorento.
Philip Lambert (59)
Dutch nationality. Appointed in | 2 |
0uncons | NL0000289817_2005_AR_english_01.txt_3 | NL0000289817_2005_AR_english_01.txt | the General Meeting of Shareholders.
SIMPLIFIED AND FULL PROSPECTUS
A simplified prospectus with information on Rolinco N.V. and its associated costs and risks is available. This simplified prospectus and the full prospectus are available at the company's office and via www.robeco.com.
SUPERVISORY BOARD
Paulus C. van den Hoek, chairman (67)
Dutch nationality. Appointed in 1990 and last reappointed in 2005. Lawyer and partner at Stibbe, lawyers and notaries, in Amsterdam, the Netherlands, since 1965. Former Dean of the Dutch National Bar (81/84). Supervisory director of ASM International, Bührmann, Euronext Amsterdam, Robeco Groep N.V., Robeco and Rorento.
Gilles Izeboud (63)
Dutch nationality. Appointed in 2004. Former partner at PricewaterhouseCoopers. Deputy justice of the Enterprise Section of the Amsterdam Court of Appeal. Supervisory director of Bührmann, Endex, Robeco Groep N.V., Robeco and Rorento.
Philip Lambert (59)
Dutch nationality. Appointed in 2005. Head of Unilever Corporate Pensions in London. Chairman of the investment committee of the Algemeen Burgerlijk Pensioenfonds [ABP, the largest Dutch pension fund] and member of the investment committee of ABN AMRO Pensioenfonds. Supervisory director of Robeco Groep N.V., Robeco and Rorento.
Dirk P.M. Verbeek (55)
Dutch nationality. Appointed in 2001 and reappointed in 2003. Member of the executive board of Aon Group in Chicago, USA, and chairman/CEO of the executive board of Aon Holdings in Rotterdam, the Netherlands. Supervisory director of Robeco Groep N.V., Robeco and Rorento.
N.B. Only supervisory directorships at listed companies and the Robeco Group are mentioned.
ROLINCO
3
REPORT OF THE SUPERVISORY BOARD
We herewith present the Rolinco N.V. accounts for the financial year 2005 together with the report of the management board. The way in which the supervisory board carries out its supervisory duties is significantly determined by the structure of the Robeco Group. Discussion | 3 |
0uncons | NL0000289817_2005_AR_english_01.txt_b0 | NL0000289817_2005_AR_english_01.txt | el Emerging Markets Fonds Robeco Institutioneel Europees Small & Midcap Fonds VNU
Switzerland Roche Holding
United Kingdom Centrica Compass Group Rio Tinto Shell Transport & Trading Tesco
France BNP Paribas Peugeot
Italy Unicredito Italiano
Sweden Skandinaviska Enskilda Bank/A
Japan Takeda Chemical Toyota Motor
E X C H A N G E R AT E S
31/12/2005 31/12/2004 EUR 1
AUD
1.6080
CAD
1.3779
CHF
1.5546
CNY
9.5192
GBP
0.6871
HKD
9.1457
JPY 139.2223
KRW 1,192.3482
NOK 7.9870
SEK
9.3875
SGD
1.9614
TWD 38.7399
USD
1.1796
1.7340 1.6282 1.5456 11.2490 0.7080 10.5650 139.2824 1,407.0957 8.2325 9.0327 2.2189 43.0747 1.3592
31/12/2005 31/12/2004
EUR
EUR
AUD 1 CAD 1 CHF 1 CNY 1 GBP 1 HKD 1 JPY 100 KRW 100 NOK 1 SEK 1 SGD 1 TWD 1 USD 1
0.6219 0.7257 0.6433 0.1051 1.4554 0.1093 0.7183 0.0838 0.1252 0.1065 0.5098 0.0258 0.8478
0.5767 0.6140 0.6470 0.0889 1.4125 0.0947 0.7180 0.0711 0.1215 0.1107 0.4507 0.0232 0.7357
22
ROLINCO
Printers: PlantijnCasparie Capelle a/d IJssel. This report is printed on environmentally-friendly paper.
ROLINCO 23
RG 5077E - 04'06
| 4 |
0uncons | NL0000289817_2005_AR_english_01.txt_b1 | NL0000289817_2005_AR_english_01.txt | United Kingdom 888 Holdings Diageo Partygaming Petrofac
30,000 300,000
France Total Fina Elf Vivendi Universal (EUR)
Belgium 600,000 RHJ International
133,400 1,800,000
220,000 300,000
Japan Fanuc Shinsei Bank Sony Yamanouchi Pharmaceutical
China 110,000,000 Semiconductor Manufacturing
Shares
310,000 770,000 470,000 260,000 480,000 135,000 230,000 231,959 630,000 530,000 670,000 200,000
180,000
464,001 795
296
178,266
100,000
2,000,000 1,424,853
263,828 4,315,385 3,558,996
160,000 110,000
2,200,000
500,000
500,000 222,900
SALES
United States Apache Corporation Cendant Corporation Constellation Brands General Electric Gillette IBM Johnson & Johnson McGraw-Hill Medco Health Solutions Merck Pfizer Sysco
Canada Canadian Natural Resource
Netherlands Reed Elsevier Robeco Institutioneel Emerging Markets Fonds Robeco Institutioneel Europees Small & Midcap Fonds VNU
Switzerland Roche Holding
United Kingdom Centrica Compass Group Rio Tinto Shell Transport & Trading Tesco
France BNP Paribas Peugeot
Italy Unicredito Italiano
Sweden Skandinaviska Enskilda Bank/A
Japan Takeda Chemical Toyota Motor
E X C H A N G E R AT E S
31/12/2005 31/12/2004 EUR 1
AUD
1.6080
CAD
1.3779
CHF
1.5546
CNY
9.5192
GBP
0.6871
HKD
9.1457
JPY 139.2223
KRW 1,192.3482
NOK 7.9870
SEK
9.3875
SGD
1.9614
TWD 38.7399
USD
1.1796
1.7340 1.6282 1.5456 11.2490 0.7080 10. | 5 |
0uncons | GB0002631934_2008_AR_english_01.txt_0 | GB0002631934_2008_AR_english_01.txt | Baronsmead VCT plc
2008
Annual report & accounts for the year ended 30 September 2008
Investment Objective
Baronsmead VCT is a tax efficient listed company which aims to achieve long-term capital growth and generate tax-free dividends and capital distributions for private investors.
Investment Policy
* To invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on AiM.
* Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value.
Further details on investment policy and risk management are contained in the Directors' Report on pages 17 and 18.
Contents
Financial Highlights
1
Summary Since Launch
2
Chairman's Statement
4
Manager's Review
7
Investment Portfolio
10
Ten Largest Investments
12
Creating Shareholder Value
14
Board of Directors
16
Report of the Directors
17
Directors' Remuneration Report
23
Statement of Directors' Responsibilities 24
Independent Auditors' Report
25
Accounts
26
Notice of Annual General Meeting 42
Shareholder Information
43
Corporate Information
Dividend policy
The Board wishes to maintain a minimum dividend level of around 5.5p per ordinary share if possible, but this depends primarily on the level of realisations achieved and it cannot be guaranteed. There will be variations in the amount of dividends paid year on year. Since launch the average annual tax-free dividend paid to shareholders has been 7.2p per ordinary share (equivalent to a pre-tax return of 10.7p per ordinary share for a higher rate taxpayer). For shareholders who received up front tax reliefs of 20% or 40%, their returns would have been even higher.
www.baronsmeadvct.co.uk
Secondary market in the shares of Baronsmead VCT
Shares can be bought and sold using a stockbroker, just like shares in any other listed company. Qualifying purchasers (individuals over the age of 18 and UK resident for tax purposes) can receive VCT dividends (including capital distributions of realised gains on investments) that are not subject to income tax, and capital gains tax is not payable on disposal of the VCT shares. | 0 |
0uncons | GB0002631934_2008_AR_english_01.txt_1 | GB0002631934_2008_AR_english_01.txt |
26
Notice of Annual General Meeting 42
Shareholder Information
43
Corporate Information
Dividend policy
The Board wishes to maintain a minimum dividend level of around 5.5p per ordinary share if possible, but this depends primarily on the level of realisations achieved and it cannot be guaranteed. There will be variations in the amount of dividends paid year on year. Since launch the average annual tax-free dividend paid to shareholders has been 7.2p per ordinary share (equivalent to a pre-tax return of 10.7p per ordinary share for a higher rate taxpayer). For shareholders who received up front tax reliefs of 20% or 40%, their returns would have been even higher.
www.baronsmeadvct.co.uk
Secondary market in the shares of Baronsmead VCT
Shares can be bought and sold using a stockbroker, just like shares in any other listed company. Qualifying purchasers (individuals over the age of 18 and UK resident for tax purposes) can receive VCT dividends (including capital distributions of realised gains on investments) that are not subject to income tax, and capital gains tax is not payable on disposal of the VCT shares.
There is no minimum time for which VCT shares bought in the secondary market need to be held, and they can be sold in the normal way. The UK tax treatment of VCTs is on a first in first out basis and therefore tax advice should be obtained before shareholders dispose of their shares and also if they deferred Capital Gains Tax in respect of new shares acquired prior to 6 April 2004.
If you have sold or otherwise transferred all of your ordinary shares in Baronsmead VCT plc, please forward this document and the accompanying form of proxy as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was, or is being, effected, for delivery to the purchaser or transferee.
Financial Highlights
-11.3% NAV per share decrease to 83.72p before deduction of dividends. After payment of dividends totalling 8p per share in the year to 30 September 2008, the NAV was 75.72p. The FTSE All-Share Index fell 25.12% over the same period.
+100.9% NAV total return since launch in 1995, representing annualised total return of 5.6% (on original | 1 |
0uncons | GB0002631934_2008_AR_english_01.txt_2 | GB0002631934_2008_AR_english_01.txt |
There is no minimum time for which VCT shares bought in the secondary market need to be held, and they can be sold in the normal way. The UK tax treatment of VCTs is on a first in first out basis and therefore tax advice should be obtained before shareholders dispose of their shares and also if they deferred Capital Gains Tax in respect of new shares acquired prior to 6 April 2004.
If you have sold or otherwise transferred all of your ordinary shares in Baronsmead VCT plc, please forward this document and the accompanying form of proxy as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was, or is being, effected, for delivery to the purchaser or transferee.
Financial Highlights
-11.3% NAV per share decrease to 83.72p before deduction of dividends. After payment of dividends totalling 8p per share in the year to 30 September 2008, the NAV was 75.72p. The FTSE All-Share Index fell 25.12% over the same period.
+100.9% NAV total return since launch in 1995, representing annualised total return of 5.6% (on original subscription at launch) before taking account of tax relief and 7.0% after allowing for initial income tax relief of 20%. 7.2p Average annual tax free dividend per share equivalent to 10.7p for higher rate tax payers. +£3.4m Net capital profits from 13 exits; £11.6m new investment. £8m Prospectus fund raising launched in September 2008. Dividend history since launch
1
Summary Since Launch
Baronsmead VCT plc
Net asset value total return and share price total return since launch against the FTSE All-share index total return
AIC methodology : The NAV total return to the investor, including the original amount invested (rebased to 100) from launch, assuming that dividends paid were re-invested at NAV of the Company at the time the shares were quoted ex-dividend. Transaction costs are not taken into account.
Performance Summary to 30 September 2008
Total return
1 year %
5 year %
10 Year %
Since launch %
Net asset value Share price FTSE All-share
* Source: ISIS EP LLP and AIC. These returns for BVCT ignore | 2 |
0uncons | GB0002631934_2008_AR_english_01.txt_3 | GB0002631934_2008_AR_english_01.txt | subscription at launch) before taking account of tax relief and 7.0% after allowing for initial income tax relief of 20%. 7.2p Average annual tax free dividend per share equivalent to 10.7p for higher rate tax payers. +£3.4m Net capital profits from 13 exits; £11.6m new investment. £8m Prospectus fund raising launched in September 2008. Dividend history since launch
1
Summary Since Launch
Baronsmead VCT plc
Net asset value total return and share price total return since launch against the FTSE All-share index total return
AIC methodology : The NAV total return to the investor, including the original amount invested (rebased to 100) from launch, assuming that dividends paid were re-invested at NAV of the Company at the time the shares were quoted ex-dividend. Transaction costs are not taken into account.
Performance Summary to 30 September 2008
Total return
1 year %
5 year %
10 Year %
Since launch %
Net asset value Share price FTSE All-share
* Source: ISIS EP LLP and AIC. These returns for BVCT ignore up front tax reliefs and the impact of receiving dividends tax free.
Performance Record
(11.9) (16.1) (22.3)
+38.4 +54.1 +44.5
+67.9 +79.4 +43.3
+100.9 +97.1 +107.9
Year ended 31 August 1996 1997 1998 1999 2000 2001
At 30 September
2002 2003 2004 2005 (restated) 2006 2007
2008
Total net
assets £m 8.5
20.7 22.5 22.2 33.9 27.0
18.7 31.3 34.8 61.7 63.0 60.1
48.4
Ordinary Share
A
Share
Net asset
Net asset
price
value
value
(mid)
total return*
p
p
%
94.31
90.00
102.67
101.03
95.00
114.22
105.00
98.00
123.00
100.07
84 | 3 |
0uncons | GB0002631934_2008_AR_english_01.txt_b0 | GB0002631934_2008_AR_english_01.txt | 772 15,288,013 13,214,507 12,911,492 17,240,702
100.00
67,537,139
Percentage of shares
0.08 3.90 9.17 22.64 19.57 19.12 25.52
100.00
Additional Information
The information provided in this report has been produced in order for shareholders to be informed of the activities of the Company during the period it covers. ISIS EP LLP does not give investment advice and the naming of companies in this report is not a recommendation to deal in them.
Baronsmead VCT plc is managed by ISIS EP LLP which is Authorised and regulated by the FSA. Past performance is not necessarily a guide to future performance. Stock markets and currency movements may cause the value of investments and the income from them to fall as well as rise and investors may not get back the amount they originally invested. Where investments are made in unquoted securities and smaller companies, their potential volatility may increase the risk to the value of, and the income from, the investment.
44
Summerhall Corporate 48379
Corporate Information
Directors
Gillian Nott OBE Andrew Crossley* Godfrey Jillings Peter Lawrence
Secretary
Paul Forster, FCIS
Registered Office
100 Wood Street London EC2V 7AN
Investment Manager
ISIS EP LLP 100 Wood Street London EC2V 7AN
Investor Relations
Michael Probin 020 7506 5796
Registered Number
03035709
*Chairman of the Audit Committee Senior Independent Director
Registrars and Transfer Office
Computershare Investor Services PLC PO Box 82 The Pavilions Bridgwater Road Bristol BS99 6ZZ Tel: 0870 703 0137
Auditors
KPMG Audit Plc Saltire Court 20 Castle Terrace Edinburgh EH1 2EG
Solicitors
Martineau No 1 Colmore Square Birmingham B4 6AA
VCT Status Adviser
PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH
Website
www.baronsmeadvct.co.uk
Investment Manager T 020 7506 5600 www.isisep.com
100 Wood Street London EC2V 7AN T 020 7506 5600 F 020 7506 5665 www.baronsmeadvcts.co.uk
| 4 |
0uncons | GB0002631934_2008_AR_english_01.txt_b1 | GB0002631934_2008_AR_english_01.txt | .
Please call Michael Probin (020 7506 5796) or Paul Forster (020 7506 5652) if you or your adviser have any questions about this process.
Financial Calendar
15 December 2008
Thirteenth Annual General Meeting
May 2009
Announcement of interim results and posting of interim report
November 2009
Announcement of final results for year to 30 September 2009
There were 3,220 holders of Ordinary Shares as at 30 September 2008. Their shareholdings (including shares held in treasury) are analysed as follows:
Size of shareholding
12,000 2,0015,000 5,00110,000 10,00125,000 25,00150,000 50,001100,000 Over 100,000
Total
Number of shareholders
77 689 863 946 378 191 76
3,220
Ordinary Shares
Percentage of total
number of shareholders
Number of shares
2.39 21.40 26.80 29.38 11.74 5.93 2.36
53,927 2,635,726 6,192,772 15,288,013 13,214,507 12,911,492 17,240,702
100.00
67,537,139
Percentage of shares
0.08 3.90 9.17 22.64 19.57 19.12 25.52
100.00
Additional Information
The information provided in this report has been produced in order for shareholders to be informed of the activities of the Company during the period it covers. ISIS EP LLP does not give investment advice and the naming of companies in this report is not a recommendation to deal in them.
Baronsmead VCT plc is managed by ISIS EP LLP which is Authorised and regulated by the FSA. Past performance is not necessarily a guide to future performance. Stock markets and currency movements may cause the value of investments and the income from them to fall as well as rise and investors may not get back the amount they originally invested. Where investments are made in unquoted securities and smaller companies, their potential volatility may increase the risk to the value of, and the income from, the investment.
44
Summerhall Corporate 48379
Corporate Information
Directors
Gillian Nott OBE Andrew Crossley* | 5 |
0uncons | GB0031256109_2007_AR_english_01.txt_0 | GB0031256109_2007_AR_english_01.txt | ANNUAL REPORT AND ACCOUNTS
FOR THE YEAR ENDED 31 DECEMBER 2007
Contents
About Hygea VCT plc Chairman's Statement Investment Review Shareholder Information Details of Advisers Details of Directors Directors' Report Directors' Remuneration Report Corporate Governance Report of the Independent Auditor Profit & Loss Account Balance Sheet Cash Flow Statement Notes to the Financial Statements Notice of Annual General Meeting Proxy Form
HYGEA VCT PLC ANNUAL REPORT 2007
Page 2 3 5
11 13 14 15 18 20 24 26 27 28 29 35
HYGEA VCT PLC ANNUAL REPORT 2007
About Hygea VCT plc
Hygea VCT plc ("Hygea" or "Company") is a Venture Capital Trust ("VCT") which aims to provide shareholders with attractive long-term returns by investing in quoted and unquoted MedTech companies.
The Board manages the Company. The Company was launched in October 2001 and raised over £7.0 million (£6.8 million net of expenses) through an offer for subscription.
Financial Highlights
Ordinary shares Net assets (£'000s) Net revenue loss before tax (£'000s) Net asset value per share ("NAV") Revenue loss per share
Year to
Year to
31 December 2007 31 December 2006
4,608 (164)
61.2p (2.2p)
4,294 (167)
56.8p (2.2p)
PAGE 2
HYGEA VCT PLC ANNUAL REPORT 2007
Chairman's Statement
I am pleased to present the 2007 annual report to shareholders in Hygea VCT plc.
At 31 December 2007, the Company had a portfolio of 15 investments; 5 AIM quoted holdings and 10 unquoted holdings. It is encouraging to see that the net asset value has continued its modest appreciation at 61.2p at the 31 December 2007 compared with 56.8p at 31 December 2006 and 60.2p at 30 June 2007.
In my letter to shareholders on 14 January 2008, I reported on news and progress in some of our portfolio companies and further details are set out in the Investment Review. Whilst our portfolio of unquoted companies has not changed during the year, we have, during the year and since the year end, added to our holdings in Hallmarq Veterinary Imaging Limited, Insense Limited, Prosurgics Limited | 0 |
0uncons | GB0031256109_2007_AR_english_01.txt_1 | GB0031256109_2007_AR_english_01.txt | Revenue loss per share
Year to
Year to
31 December 2007 31 December 2006
4,608 (164)
61.2p (2.2p)
4,294 (167)
56.8p (2.2p)
PAGE 2
HYGEA VCT PLC ANNUAL REPORT 2007
Chairman's Statement
I am pleased to present the 2007 annual report to shareholders in Hygea VCT plc.
At 31 December 2007, the Company had a portfolio of 15 investments; 5 AIM quoted holdings and 10 unquoted holdings. It is encouraging to see that the net asset value has continued its modest appreciation at 61.2p at the 31 December 2007 compared with 56.8p at 31 December 2006 and 60.2p at 30 June 2007.
In my letter to shareholders on 14 January 2008, I reported on news and progress in some of our portfolio companies and further details are set out in the Investment Review. Whilst our portfolio of unquoted companies has not changed during the year, we have, during the year and since the year end, added to our holdings in Hallmarq Veterinary Imaging Limited, Insense Limited, Prosurgics Limited, Glide Pharmaceutical Technologies Limited and ImmunoBiology Limited. During the year we have taken the opportunity to realise eight of our AIM holdings in order to provide liquidity for these follow on investments as well as working capital.
Background
Over the period, many of the Hygea investees have made good progress bringing step change within their respective market niches by harnessing various technologies to develop products and/or services with the potential to disrupt current players most of the investees are now overcoming one of the key hurdles, namely market acceptance.
In contrast, many major bioscience corporations are tightening their budgets, putting pressure on prices and volumes of purchases and reduction in some development projects. Although apparently negative, this situation provides a range of new opportunities for most of the Hygea investees as they are well placed to benefit from companies increasing outsourcing and showing increased interest in licensing new products/knowhow.
The investment climate within the bioscience sector remains sluggish as the lack of good exits is deterring some investors and making many major VC groups more cautious about prospects and therefore valuations. Despite this, a number of the investees have secured additional funding during the year, reflecting their intrinsic value, and where appropriate your Board has made follow on investments rather than | 1 |
0uncons | GB0031256109_2007_AR_english_01.txt_2 | GB0031256109_2007_AR_english_01.txt | , Glide Pharmaceutical Technologies Limited and ImmunoBiology Limited. During the year we have taken the opportunity to realise eight of our AIM holdings in order to provide liquidity for these follow on investments as well as working capital.
Background
Over the period, many of the Hygea investees have made good progress bringing step change within their respective market niches by harnessing various technologies to develop products and/or services with the potential to disrupt current players most of the investees are now overcoming one of the key hurdles, namely market acceptance.
In contrast, many major bioscience corporations are tightening their budgets, putting pressure on prices and volumes of purchases and reduction in some development projects. Although apparently negative, this situation provides a range of new opportunities for most of the Hygea investees as they are well placed to benefit from companies increasing outsourcing and showing increased interest in licensing new products/knowhow.
The investment climate within the bioscience sector remains sluggish as the lack of good exits is deterring some investors and making many major VC groups more cautious about prospects and therefore valuations. Despite this, a number of the investees have secured additional funding during the year, reflecting their intrinsic value, and where appropriate your Board has made follow on investments rather than risk suffering dilution.
Using the Investment Template described in the circular of 9 July 2007 provides a simple means of ensuring that we are supporting companies with a clear view of their future.
We remain confident about delivering value to shareholders over the three to five year period referred to in the circular dated 9 July 2007. This confidence is based on the quality of the management teams within the portfolio and the Hygea structure of the Board and the Commercial Advisory Committee.
Investment Management
Following the passing of the resolutions at our Extraordinary General Meeting on 30 July 2007, the Board has assumed responsibility for investment management. This has led to a reduction in our expenses which have fallen from £249,000 in 2006 to £193,000 in 2007. This latter figure includes the investment management fee for the period to 30 July 2007 as well as costs associated with the EGM. Your Board is therefore confident on an ongoing basis that normal running expenses of the Company will be less than 3% of NAV per annum on the basis of our current net asset value.
NAV
As stated above, the net asset value at 31 December 2007 was 61.2p. We have taken the opportunity to increase the value of our holding in DxS Limited where significant progress has | 2 |
0uncons | GB0031256109_2007_AR_english_01.txt_3 | GB0031256109_2007_AR_english_01.txt | risk suffering dilution.
Using the Investment Template described in the circular of 9 July 2007 provides a simple means of ensuring that we are supporting companies with a clear view of their future.
We remain confident about delivering value to shareholders over the three to five year period referred to in the circular dated 9 July 2007. This confidence is based on the quality of the management teams within the portfolio and the Hygea structure of the Board and the Commercial Advisory Committee.
Investment Management
Following the passing of the resolutions at our Extraordinary General Meeting on 30 July 2007, the Board has assumed responsibility for investment management. This has led to a reduction in our expenses which have fallen from £249,000 in 2006 to £193,000 in 2007. This latter figure includes the investment management fee for the period to 30 July 2007 as well as costs associated with the EGM. Your Board is therefore confident on an ongoing basis that normal running expenses of the Company will be less than 3% of NAV per annum on the basis of our current net asset value.
NAV
As stated above, the net asset value at 31 December 2007 was 61.2p. We have taken the opportunity to increase the value of our holding in DxS Limited where significant progress has been made during the year and we are valuing the holding in line with the value attributed by the syndicate leader. As I have said before, BVCA valuation guidelines have not allowed us to attribute significantly higher values to other unquoted investments at this stage despite encouraging progress which is being made by many of them and which is referred to in the Investment Review. Our AIM holdings are valued at bid price at 31 December 2007.
Share issue
The board has decided to take advantage of its authority to make a top-up issue of up to 750,000 shares at 50p, following interest shown by existing shareholders and other parties. If fully subscribed, this issue will raise in excess of £360,000 net of expenses. The purpose of the issue is to provide the Company with additional investment monies for existing investee companies and working capital. UK taxpayers should receive 30% tax relief on applications. Existing shareholders will be given priority over other applicants and applications will close on 30 April 2008, with an earlier allotment of shares being made on 2 April 2008 to assist those earlier subscribers looking to qualify for tax relief in respect of the 2007/08 tax year. Whilst the issue price represents a discount to net asset value of some 18%, in view of | 3 |
0uncons | GB0031256109_2007_AR_english_01.txt_b0 | GB0031256109_2007_AR_english_01.txt | Resolution number
FOR
AGAINST WITHHELD
1. To receive and adopt the financial statements for the year to 31 December 2007
2. To approve the Directors' Remuneration Report
3. To re-elect Mr J Hustler as a director
4. To re-appoint Hyman Capital Services Limited as Auditor of the Company and to authorise the directors to determine their remuneration
5. To authorise the Directors to allot shares under Section 80 of the Companies Act 1985 (Ordinary Resolution)
6. To disapply Section 89(1) of the Companies Act 1985 and allot shares on a non rights issue basis (Special Resolution)
7. To authorise the Directors to make market purchases of its own shares (Special Resolution)
Signed:.................................................................................................... Dated:........................................................ 2008
NOTES
1. To be valid, the proxy form must be received by the Registrars of Hygea VCT plc at, Capita Registrars, Proxies Department, PO Box 25, Beckenham, Kent, BR3 4BR no later than 48 hours before the commencement of the meeting.
2. Where this form of proxy is executed by a corporation it must be either under its seal or under the hand of an officer or attorney duly authorised.
3. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided.
4. The `Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a `Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes `For' and `Against' a resolution.
5. If the proxy form is signed and returned without any indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether and how he/she votes.
6. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
¡
First fold
¡
Third fold and tuck in BUSINESS REPLY SERVICE
Licence No. MB 122
Capita Registrars Proxies Department PO Box 25 BECKENHAM Kent BR3 4BR
Second fold
Perivan Financial Print 211853
| 4 |
0uncons | GB0031256109_2007_AR_english_01.txt_b1 | GB0031256109_2007_AR_english_01.txt | in the ordinary shares of the Company kept in accordance with Section 325 of the Companies Act 1985 and a copy of the Memorandum and Articles of Association of the Company will be available for inspection at the registered office of the Company during usual business hours on any weekday from the date of this notice until the Annual General Meeting, and for at least 15 minutes prior to the commencement of the meeting until its conclusion.
PAGE 36
Proxy Form
Hygea VCT plc Annual General Meeting 22 July 2008
I/We.......................................................................................................................................................... (BLOCK CAPITALS PLEASE)
of...............................................................................................................................................................
being a member of Hygea VCT plc, hereby appoint............................................................................................
of...............................................................................................................................................................
or failing him/her the Chairman of the meeting to be my/our proxy and vote for me/us on my/our behalf at the annual general meeting of the Company to be held on 22 July 2008, notice of which was sent to shareholders with the directors' report and the accounts for the year ended 31 December 2007, and at any adjournment thereof. The proxy will vote as indicated below in respect of the resolutions set out in the notice of meeting:
Resolution number
FOR
AGAINST WITHHELD
1. To receive and adopt the financial statements for the year to 31 December 2007
2. To approve the Directors' Remuneration Report
3. To re-elect Mr J Hustler as a director
4. To re-appoint Hyman Capital Services Limited as Auditor of the Company and to authorise the directors to determine their remuneration
5. To authorise the Directors to allot shares under Section 80 of the Companies Act 1985 (Ordinary Resolution)
6. To disapply Section 89(1) of the Companies Act 1985 and allot shares on a non rights issue basis (Special Resolution)
7. To authorise the Directors to make market purchases of its own shares (Special Resolution)
Signed:.................................................................................................... Dated:........................................................ 2008
NOTES
1. To be valid, the proxy form must be received by the Registrars of Hygea VCT plc at, Capita Registrars, Proxies Department, PO Box 25, Beckenham, Kent, BR3 4BR no later than 48 hours before the commencement of the meeting.
2. | 5 |
0uncons | 61211411.txt_0 | 61211411.txt | Innovision Research & Technology plc
Annual Report & Accounts 2009
Touch is the new click...
Our Objective:
To be a leading semiconductor systems business developing and supplying advanced Integrated Circuit (IC) solutions that enable wireless connectivity applications, focused primarily on near-field data communications and Radio Frequency Identification (RFID) markets.
Contents
1
Our Products
18
Income Statement
2
The Chairman's and the Chief Executive's Report
19
Balance Sheet
8
Board of Directors
20
Statement of Changes in Shareholders' Equity
10
Directors and Advisors
21
Cash Flow Statement
11
Directors' Report
22
Accounting Policies
14
Corporate Governance Compliance Statement
27
Notes to the Financial Statements
16
Statement of Directors' Responsibilities
IBC
Notice of Annual General Meeting
17
Independent Auditor's Report
Financial Summary Year Ended
31 March 2005 £'000
31 March 2006 £'000
31 March 2007 £'000
31 March 2008 £'000
31 March 2009 £'000
Revenue Loss for the year Cash and cash equivalents Equity Earnings per share
1,561 (2,126) 6,737
7,305 (5.22)
1,650 (3,022) 4,075
4,812 (6.42)
3,485 (1,451) 1,836
3,481 (3.08)
3,400 (1,956) 5,588
7,819 (3.41)
1,192 (2,589) 3,585
5,259 (4.20)
The amounts disclosed for 2005 and 2006 are stated on the basis of UK GAAP because it is not practicable to restate amount for periods prior to the date of transition to IFRS.
About Innovision Research & Technology plc
We are leading the way in providing RFID semiconductor intellectual property (IP) to customers for integration into and across their product range. Our Gem® IP allows customers to offer Near Field Communication (NFC) as a feature and compete in this market which is primarily targeted at the next generation of mobile handsets and consumer electronic devices | 0 |
0uncons | 61211411.txt_1 | 61211411.txt |
31 March 2009 £'000
Revenue Loss for the year Cash and cash equivalents Equity Earnings per share
1,561 (2,126) 6,737
7,305 (5.22)
1,650 (3,022) 4,075
4,812 (6.42)
3,485 (1,451) 1,836
3,481 (3.08)
3,400 (1,956) 5,588
7,819 (3.41)
1,192 (2,589) 3,585
5,259 (4.20)
The amounts disclosed for 2005 and 2006 are stated on the basis of UK GAAP because it is not practicable to restate amount for periods prior to the date of transition to IFRS.
About Innovision Research & Technology plc
We are leading the way in providing RFID semiconductor intellectual property (IP) to customers for integration into and across their product range. Our Gem® IP allows customers to offer Near Field Communication (NFC) as a feature and compete in this market which is primarily targeted at the next generation of mobile handsets and consumer electronic devices.
The NFC activity builds on and extends our existing business supplying innovative RFID and UHF IC solutions, utilising skills, expertise and IP, developed over many years and across a diverse range of applications worldwide.
The Company's primary product is semiconductor IP, which our customers licence for integration into their own ICs and endsystem products. To achieve the ultimate goal of licence and royalty income we undertake pre-engineering studies, custom silicon chip design, the building of prototypes and complete development through to production.
Our licensing approach has significant benefits both in reducing marketing, manufacturing and distribution costs and, through its royalty structure, ensuring participation in successful end products in selected markets.
To complement the semiconductor IP we have developed a range of tickets using our Jewel® chips and complete NFC tags using our own Topaz® chips for use as smart points, in smart posters, and within consumer and other devices. We also sell these chips to distributors for manufacture, printing and onward sale.
The majority of our technology developments come from in-house custom chip design and R&D capability, with a particular strength in mixed-signal and RF CMOS design. The Company is listed on the Alternative Investment Market (AIM) of the London Stock Exchange and continues to | 1 |
0uncons | 61211411.txt_2 | 61211411.txt | .
The NFC activity builds on and extends our existing business supplying innovative RFID and UHF IC solutions, utilising skills, expertise and IP, developed over many years and across a diverse range of applications worldwide.
The Company's primary product is semiconductor IP, which our customers licence for integration into their own ICs and endsystem products. To achieve the ultimate goal of licence and royalty income we undertake pre-engineering studies, custom silicon chip design, the building of prototypes and complete development through to production.
Our licensing approach has significant benefits both in reducing marketing, manufacturing and distribution costs and, through its royalty structure, ensuring participation in successful end products in selected markets.
To complement the semiconductor IP we have developed a range of tickets using our Jewel® chips and complete NFC tags using our own Topaz® chips for use as smart points, in smart posters, and within consumer and other devices. We also sell these chips to distributors for manufacture, printing and onward sale.
The majority of our technology developments come from in-house custom chip design and R&D capability, with a particular strength in mixed-signal and RF CMOS design. The Company is listed on the Alternative Investment Market (AIM) of the London Stock Exchange and continues to invest in the development of new technologies and the enhancement and commercialisation of its near-field data communications product range.
For further information, visit our website at www.innovision-group.com
Our Products
GEM
®
NFC IP
The GEM® NFC IP has been designed primarily for integration as a system-on-chip (SoC) solution by our customers for deployment within a mobile handset environment. The IP has been realised using the 90nm Low Power process node from TSMC but is specifically designed to be portable across a wide range of processes and geometries.
The GEM® NFC IP supports all of the NFC Forum operational modes including the following key features:
· NFC IP blocks for solutions supporting relevant interface and protocol sections:
NFCIP-1 (ISO/IEC 18092). NFCIP-2 (ISO/IEC 21481). ISO/IEC 14443A. ISO/IEC 14443B. JIS (X) 6319-4 (FeliCa). ISO/IEC 15693.
· Data rates 106, 212 & 424 kbps (plus ISO/IEC 15693 low & high data rates and upgrade path to 8 | 2 |
0uncons | 61211411.txt_3 | 61211411.txt | invest in the development of new technologies and the enhancement and commercialisation of its near-field data communications product range.
For further information, visit our website at www.innovision-group.com
Our Products
GEM
®
NFC IP
The GEM® NFC IP has been designed primarily for integration as a system-on-chip (SoC) solution by our customers for deployment within a mobile handset environment. The IP has been realised using the 90nm Low Power process node from TSMC but is specifically designed to be portable across a wide range of processes and geometries.
The GEM® NFC IP supports all of the NFC Forum operational modes including the following key features:
· NFC IP blocks for solutions supporting relevant interface and protocol sections:
NFCIP-1 (ISO/IEC 18092). NFCIP-2 (ISO/IEC 21481). ISO/IEC 14443A. ISO/IEC 14443B. JIS (X) 6319-4 (FeliCa). ISO/IEC 15693.
· Data rates 106, 212 & 424 kbps (plus ISO/IEC 15693 low & high data rates and upgrade path to 848 kbps and higher).
· Designed to support NFC Forum-defined:
Peer-to-Peer mode. Reader/Writer mode. Card Emulation mode. NFC Forum Mode Switch operation.
· Card emulation modes with:
Automatic protocol & bit rate detection support. Automatic tag selection and collision resolution (anticollision) loops.
· Secure Element interface options:
NFC Wired Interface, NFC-WI according to ECMA 373 Single Wire Protocol, SCPx070113: Smart cards; UICCCLF interface; Physical and logical characteristics (Release 7) V0.8.0 (2007-06). Custom interface options.
· Optional Battery-off mode:
Protection against large field is always present. Carrier detection even when standby or battery-off. RF Field derived power supply to UICC providing >5mA@1.8V. Field Power Supply Unit operates from 3 A/m, customisable.
RFID IP
We have developed multi-frequency RFID for use in passport, asset tracking and Electronic Product Code (EPC) standards-compliant applications covering 125KHz, 13.56MHz, 800-900MHz, 2.4GHz+ and higher | 3 |
0uncons | 61211411.txt_b0 | 61211411.txt | oint Baker Tilly UK Audit LLP as auditor of the Company and to authorise the Directors to set its remuneration.
Resolution 3: To reappoint Malcolm Alexander William Baggott as a Non-Executive Chairman.
Resolution 4: To reappoint Dr Ian Mark Buckley-Golder as a Non-Executive Director.
Resolution 5: To appoint Dr Stephen John Morris as a Director.
By order of the Board
Brian McKenzie, Company Secretary, 10 June 2009 Registered Office: 33 Sheep Street, Cirencester, Gloucestershire, GL7 1RQ
NOTES:
Proxies
(a)
A member entitled to attend and vote may appoint a proxy or proxies who need not be a member of the Company to
attend (and on a poll to vote) instead of him or her. Forms of proxy need to be deposited at the registered office of
the Company not later than 48 hours before the time of the meeting. Completion of a form of proxy will not preclude
a member attending and voting in person at the meeting.
Documents on display
(b)
The register of Directors' interests in the share capital and debentures of the Company is available for inspection
at the Company's registered office during normal business hours from the date of this notice until the date of the
annual general meeting and will be available for inspection at the place of the annual general meeting for at least
15 minutes prior to and during the meeting.
Right to attend and vote
(c) Pursuant to regulation 34 of the Uncertificated Securities Regulations 1995, the Company specifies that in order to have the right to attend and vote at the meeting (and also for the purpose of calculating how many votes a person entitled to attend and vote may cast), a person must be entered on the register of holders of the ordinary shares of the Company by no later than 4.30 pm on 31st August 2009, being 48 hours before the time fixed for the meeting. Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
33 Sheep Street Cirencester Gloucestershire GL7 1RQ United Kingdom
t +44(0)1285 888200 f +44(0)1285 888190
www.innovision-group.com
| 4 |
0uncons | 61211411.txt_b1 | 61211411.txt | provisions Investment income
(2,923)
130 2
890 29 45
(216)
(2,075)
164 -
596 68 (35)
(298)
Operating cash flows before movements in working capital (Increase) / decrease in inventories Decrease / (increase) in receivables Decrease in payables
(2,043) (74)
1,232 (10)
(1,580) 9
(325) (142)
Cash used in operations
(895)
(2,038)
44
Innovision Research & Technology plc Annual Report & Accounts 2009
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting of Innovision Research & Technology plc will be held at 33 Sheep Street, Cirencester, Gloucestershire, GL7 1RQ on 2 September 2009 at 4.30 p.m., for the following purposes:
ORDINARY BUSINESS Resolution 1: To receive and adopt the accounts for the year ended 31 March 2009, together with the reports of the Directors and auditor thereon.
Resolution 2: To reappoint Baker Tilly UK Audit LLP as auditor of the Company and to authorise the Directors to set its remuneration.
Resolution 3: To reappoint Malcolm Alexander William Baggott as a Non-Executive Chairman.
Resolution 4: To reappoint Dr Ian Mark Buckley-Golder as a Non-Executive Director.
Resolution 5: To appoint Dr Stephen John Morris as a Director.
By order of the Board
Brian McKenzie, Company Secretary, 10 June 2009 Registered Office: 33 Sheep Street, Cirencester, Gloucestershire, GL7 1RQ
NOTES:
Proxies
(a)
A member entitled to attend and vote may appoint a proxy or proxies who need not be a member of the Company to
attend (and on a poll to vote) instead of him or her. Forms of proxy need to be deposited at the registered office of
the Company not later than 48 hours before the time of the meeting. Completion of a form of proxy will not preclude
a member attending and voting in person at the meeting.
Documents on display
(b)
The register of Directors' interests in the share capital and debent | 5 |
0uncons | GB0006111909_2005_AR_english_01.txt_0 | GB0006111909_2005_AR_english_01.txt | 05Murray International Trust PLC Annual Report and Accounts 31 December 2005
Contents
1
Corporate Summary
Annual Report
3
Your Board
6
Highlights
8
Historic Financial Record
9
Ten Year Record
10
Chairman's Statement
12
Summary of Investment Changes during the Year
12
Summary of Net Assets
13
Portfolio of Investments Twenty Largest Investments
15
Portfolio of Investments
18
The Investment Process
19
Investment Manager's Report
22
Attribution Analysis
23
Distribution of Investments
25
Distribution of Equity Investments
Directors' Report and Financial Statements
28
Directors' Report
33
Directors' Remuneration Report
35
Statement of Corporate Governance
41
Statement of Directors' Responsibilities in Relation to the Financial Statements
42
Independent Auditors' Report
43
Income Statement
44
Balance Sheet
45
Reconciliation of Movements in Shareholders' Funds
46
Cash Flow Statement
47
Notes to the Financial Statements
Annual General Meeting
65
Notice of Meeting
Information
68
Information about the Manager
69
Shareholder Information
70
Marketing Strategy
71
Other ways to Invest in Murray International Trust PLC
72
Glossary of Terms and Definitions
73
Corporate Information
Financial Calendar
27 April 2006 19 May 2006 August 2006 14 August 2006 15 November 2006 14 February 2007 February 2007
Annual General Meeting Payment of proposed final dividend for 2005 (6.65p) Half yearly results announced Payment of proposed first interim dividend (3.80p) Payment of proposed second interim dividend (3.80p) Payment of proposed third interim dividend (3.80p) Final results announced for year ending 31 December 2006
Dividend Record
1st Interim 2005 2nd Interim 2005 3rd Interim 2005 Proposed final 2005 Total dividend 2005
Rate 3.55p 3.55p 3.55p 6.65p 17.30p
xd date 20 July 2005 19 October 2005 | 0 |
0uncons | GB0006111909_2005_AR_english_01.txt_1 | GB0006111909_2005_AR_english_01.txt | Shareholders' Funds
46
Cash Flow Statement
47
Notes to the Financial Statements
Annual General Meeting
65
Notice of Meeting
Information
68
Information about the Manager
69
Shareholder Information
70
Marketing Strategy
71
Other ways to Invest in Murray International Trust PLC
72
Glossary of Terms and Definitions
73
Corporate Information
Financial Calendar
27 April 2006 19 May 2006 August 2006 14 August 2006 15 November 2006 14 February 2007 February 2007
Annual General Meeting Payment of proposed final dividend for 2005 (6.65p) Half yearly results announced Payment of proposed first interim dividend (3.80p) Payment of proposed second interim dividend (3.80p) Payment of proposed third interim dividend (3.80p) Final results announced for year ending 31 December 2006
Dividend Record
1st Interim 2005 2nd Interim 2005 3rd Interim 2005 Proposed final 2005 Total dividend 2005
Rate 3.55p 3.55p 3.55p 6.65p 17.30p
xd date 20 July 2005 19 October 2005 18 January 2006 19 April 2006
Record date 23 July 2005 21 October 2005 20 January 2006 21 April 2006
Payment date 15 August 2005 16 November 2005 15 February 2006 19 May 2006
Corporate Summary
The Company Murray International Trust is an investment trust traded on the London Stock Exchange and is a constituent of the FTSE Actuaries All-Share Index. Some 25,000 of its Shareholders are private investors. Murray International Trust is differentiated from other investment trusts in that it offers the advantages of exposure to world markets while maintaining the higher income generally associated with the UK equity market. The Company will be invested in a diversified portfolio of international equities and fixed income securities.
Objective The primary aim of Murray International Trust is to achieve a total return greater than its benchmark by investing predominantly in equities worldwide. Within this objective the Manager will seek to increase the Company's revenues in order to maintain an above average dividend yield.
History Murray International Trust started its life in 1907 as The Scottish Western Investment Company Limited. The Scottish Western of the early days was very highly geared but it was mainly invested in bonds, though the international spread was just as great with countries such as Argentina, China, Japan, Canada and many others appearing in the portfolio | 1 |
0uncons | GB0006111909_2005_AR_english_01.txt_2 | GB0006111909_2005_AR_english_01.txt | 18 January 2006 19 April 2006
Record date 23 July 2005 21 October 2005 20 January 2006 21 April 2006
Payment date 15 August 2005 16 November 2005 15 February 2006 19 May 2006
Corporate Summary
The Company Murray International Trust is an investment trust traded on the London Stock Exchange and is a constituent of the FTSE Actuaries All-Share Index. Some 25,000 of its Shareholders are private investors. Murray International Trust is differentiated from other investment trusts in that it offers the advantages of exposure to world markets while maintaining the higher income generally associated with the UK equity market. The Company will be invested in a diversified portfolio of international equities and fixed income securities.
Objective The primary aim of Murray International Trust is to achieve a total return greater than its benchmark by investing predominantly in equities worldwide. Within this objective the Manager will seek to increase the Company's revenues in order to maintain an above average dividend yield.
History Murray International Trust started its life in 1907 as The Scottish Western Investment Company Limited. The Scottish Western of the early days was very highly geared but it was mainly invested in bonds, though the international spread was just as great with countries such as Argentina, China, Japan, Canada and many others appearing in the portfolio. Although the range of currencies was much smaller, multi currency or even gold-backed bonds were all the rage, as many of the era's bond certificates show.
The big move into equities came after the 1930s slump, when bond defaults forced the purchase of higher yielding equities to fund the costs of the trust's gearing. The Managers were not slow to spot an opportunity, but it started as Hobson's choice, and was only later trumpeted as brilliant foresight.
In 1929 just under 20% of the assets were in equities, in 1940 38%, in 1948 51% of the assets, which were still only £2.65 million. After deducting the preference shares (which were repaid in 1999) and debentures, the Company was effectively over 100% geared into equities by the start of the great post war boom.
After a number of amalgamations, the Company emerged as a generalist investment trust. However, there was an excess of trusts with a similar broad remit, so towards the end of the 1970s the Board defined the investment brief more narrowly as growth in income and capital through a well diversified portfolio.
Symbolised by the name change from Murray Western to Murray International Trust in 1984 | 2 |
0uncons | GB0006111909_2005_AR_english_01.txt_3 | GB0006111909_2005_AR_english_01.txt | . Although the range of currencies was much smaller, multi currency or even gold-backed bonds were all the rage, as many of the era's bond certificates show.
The big move into equities came after the 1930s slump, when bond defaults forced the purchase of higher yielding equities to fund the costs of the trust's gearing. The Managers were not slow to spot an opportunity, but it started as Hobson's choice, and was only later trumpeted as brilliant foresight.
In 1929 just under 20% of the assets were in equities, in 1940 38%, in 1948 51% of the assets, which were still only £2.65 million. After deducting the preference shares (which were repaid in 1999) and debentures, the Company was effectively over 100% geared into equities by the start of the great post war boom.
After a number of amalgamations, the Company emerged as a generalist investment trust. However, there was an excess of trusts with a similar broad remit, so towards the end of the 1970s the Board defined the investment brief more narrowly as growth in income and capital through a well diversified portfolio.
Symbolised by the name change from Murray Western to Murray International Trust in 1984, the focus has since been on a relatively high yielding portfolio of equities in a well diversified mix of overseas markets supported by a substantial UK component.
Benchmark The Company's benchmark is a composite index made up as to 40% of the FTSE World-UK and 60% of the FTSE World exUK.
Capital Structure The Company's issued share capital as at 10 March 2006 consisted of 86,556,123 Ordinary shares of 25p each and 1,087,799 B Ordinary shares of 25p each. The difference between the rights of the B Ordinary Shareholders and that of the Ordinary Shareholders is contained in the glossary on page 72.
Total Assets and Net Asset Value At 31 December 2005, the Company had Total Assets* of £609.2 million and a Net Asset Value per Ordinary and B Ordinary share of 597.5p.
* See definition on page 72.
Murray International Trust PLC 1
Corporate Summary continued
Borrowings The borrowings at 31 December 2005 of £82.8 million represent 15.9% of Net Assets. Committed and uncommitted borrowing facilities to the Company are detailed in Note 14. Financial covenants contained within | 3 |
0uncons | GB0006111909_2005_AR_english_01.txt_b0 | GB0006111909_2005_AR_english_01.txt | dividing the middle-market price per share by the earnings per share. The calculation assumes no change in earnings but in practice the multiple reflects the stock market's view of a company's prospects and profit growth potential.
The name given to all borrowings including debentures, long and short term loans and overdrafts that are to be used for investment purposes, reciprocal foreign currency loans, currency facilities to the extent that they are drawn down, index-linked securities, and all types of preference or preferred capital.
The measure of the annualised total return on the current price of a security up to the date of its repayment. The calculation is based on aggregated income and capital returns, no account being taken of taxation.
Total Assets less current liabilities, excluding any short term loans (£7,896,000 as at 31 December 2005).
Total Return involves reinvesting the net dividend in the month that the share price goes xd. The NAV Total Return involves investing the same net dividend in the NAV of the Company on the date to which that dividend was earned, eg quarter end, half year or year end date.
72 Murray International Trust PLC
Corporate Information
Directors J F H Trott (Chairman) Lady Balfour of Burleigh D H Benson J D Best A C Shedden
Secretaries and Registered Office Aberdeen Asset Management PLC 123 St Vincent Street Glasgow G2 5EA Registered in Scotland Company Number 6705
Points of Contact The Chairman and Company Secretary At the registered office of the Company
Manager Aberdeen Asset Managers Limited Customer Services Department: 0500 00 00 40
Registrars Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Shareholder Helpline: 0870 162 3100
Custodian Bankers JP Morgan Chase Bank
Auditors Ernst & Young LLP
Solicitors McGrigors
Stockbroker UBS Arbuthnot
Trustee of the Debenture Stockholders The Governor and Company of the Bank of Scotland
Murray International Trust PLC 73
Aberdeen Asset Managers Limited 10 Queen's Terrace Aberdeen AB10 1YG Tel 01224 631999 Fax 01224 647010 123 St. Vincent Street Glasgow G2 5EA Tel 0141 306 7400 Fax 0141 306 7401
Authorised and regulated by The Financial Services Authority Member of the Aberdeen Asset Management Group of Companies
02 1050_0305
| 4 |
0uncons | GB0006111909_2005_AR_english_01.txt_b1 | GB0006111909_2005_AR_english_01.txt | the converted Ordinary shares will be entitled will be the final dividend for the current year.
The amount by which the market price per share of an investment trust is lower than the net asset value per share. The discount is normally expressed as a percentage of the net asset value per share.
Earnings per share divided by Dividends per share expressed as a ratio.
The annual dividend expressed as a percentage of the share price.
Revenue attributable to equity Shareholders divided by the weighted average number of Ordinary shares and/or B Ordinary shares in the period.
The value of total assets less liabilities. Liabilities for this purpose included current and long-term liabilities. The net asset value divided by the number of shares in issue produces the net asset value per share.
All costs charged to revenue and capital, excluding performance fees, taxation, finance costs, the costs of purchases of share capital and the costs of buying and selling investments.
Total Assets including all debt being used for investment purposes divided by Shareholders' funds.
The amount by which the market price per share of an investment trust exceeds the net asset value per share. The premium is normally expressed as a percentage of the net asset value per share.
The ratio is calculated by dividing the middle-market price per share by the earnings per share. The calculation assumes no change in earnings but in practice the multiple reflects the stock market's view of a company's prospects and profit growth potential.
The name given to all borrowings including debentures, long and short term loans and overdrafts that are to be used for investment purposes, reciprocal foreign currency loans, currency facilities to the extent that they are drawn down, index-linked securities, and all types of preference or preferred capital.
The measure of the annualised total return on the current price of a security up to the date of its repayment. The calculation is based on aggregated income and capital returns, no account being taken of taxation.
Total Assets less current liabilities, excluding any short term loans (£7,896,000 as at 31 December 2005).
Total Return involves reinvesting the net dividend in the month that the share price goes xd. The NAV Total Return involves investing the same net dividend in the NAV of the Company on the date to which that dividend was earned, eg quarter end, half year or year end date.
72 Murray International Trust PLC
Corporate Information
Directors J F H Trott (Chairman) Lady Balf | 5 |
0uncons | GB0003463402_2008_AR_english_01.txt_0 | GB0003463402_2008_AR_english_01.txt | F&C US Smaller Companies PLC
Report and Accounts 2008
Objective
The objective of F&C US Smaller Companies PLC is to achieve long-term capital growth by investing in a diversified portfolio
of quoted US smaller and medium sized companies.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised financial adviser. If you have sold or otherwise transferred all your ordinary shares in F&C US Smaller Companies PLC please forward this document, together with the accompanying documents, immediately to the purchaser or transferee or to the stockbroker, bank or agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Visit the website at www.fandcussmallers.com Registered in England with company registration number 02781968. Potential investors are reminded that the value of investments and the income from them may go down as well as up and investors may not receive back the full amount invested. Tax benefits may vary as a result of statutory changes and their value will depend on individual circumstances.
F&C US Smaller Companies PLC
Financial Highlights Contents
Summary of results
Attributable to equity shareholders Net assets
30 June 30 June
2008
2007
% Change
£55.98m £73.18m
-23.5
Net asset value per share 269.32p 336.06p
Russell 2000 Index
(sterling adjusted)
346.54 415.53
Share price
245.50p 300.50p
Increase in net asset value per share since inception on 8 March 1993
Increase since 8 March 1993 in the Russell 2000 Index
(sterling adjusted)
-19.9 -16.6 -18.3 178.9 119.2
Financial Highlights
1
Chairman's Statement
2
Manager's Review
5
Twenty Largest Equity Holdings
8
List of Investments
10
Management and Advisers
11
Directors
| 0 |
0uncons | GB0003463402_2008_AR_english_01.txt_1 | GB0003463402_2008_AR_english_01.txt | as well as up and investors may not receive back the full amount invested. Tax benefits may vary as a result of statutory changes and their value will depend on individual circumstances.
F&C US Smaller Companies PLC
Financial Highlights Contents
Summary of results
Attributable to equity shareholders Net assets
30 June 30 June
2008
2007
% Change
£55.98m £73.18m
-23.5
Net asset value per share 269.32p 336.06p
Russell 2000 Index
(sterling adjusted)
346.54 415.53
Share price
245.50p 300.50p
Increase in net asset value per share since inception on 8 March 1993
Increase since 8 March 1993 in the Russell 2000 Index
(sterling adjusted)
-19.9 -16.6 -18.3 178.9 119.2
Financial Highlights
1
Chairman's Statement
2
Manager's Review
5
Twenty Largest Equity Holdings
8
List of Investments
10
Management and Advisers
11
Directors
12
Directors' Report and Business Review
13
Directors' Remuneration Report
20
Corporate Governance Statement
21
Statement of Directors' Responsibilities
25
in Respect of the Financial Statements
Independent Auditors' Report
26
Income Statement
27
Reconciliation of Movements in Shareholders' Funds 28
Balance Sheet
29
Cash Flow Statement
30
Notes on the Accounts
31
Ten Year Record
44
Notice of Annual General Meeting
46
Information for Shareholders
58
How to Invest
59
Financial calendar Annual general meeting
20 November 2008
Half-yearly results for 2009 announced
February 2009
Final results for 2009 announced September 2009
Report and Accounts 2008
1
Chairman's Statement
Gordon Grender | Chairman
The year to 30 June 2008 was a difficult period for the US equity market. The net asset value ("NAV") per share of the Company fell 19.9% to 269.32p. This compared to a decline of 16.6% in | 1 |
0uncons | GB0003463402_2008_AR_english_01.txt_2 | GB0003463402_2008_AR_english_01.txt | 12
Directors' Report and Business Review
13
Directors' Remuneration Report
20
Corporate Governance Statement
21
Statement of Directors' Responsibilities
25
in Respect of the Financial Statements
Independent Auditors' Report
26
Income Statement
27
Reconciliation of Movements in Shareholders' Funds 28
Balance Sheet
29
Cash Flow Statement
30
Notes on the Accounts
31
Ten Year Record
44
Notice of Annual General Meeting
46
Information for Shareholders
58
How to Invest
59
Financial calendar Annual general meeting
20 November 2008
Half-yearly results for 2009 announced
February 2009
Final results for 2009 announced September 2009
Report and Accounts 2008
1
Chairman's Statement
Gordon Grender | Chairman
The year to 30 June 2008 was a difficult period for the US equity market. The net asset value ("NAV") per share of the Company fell 19.9% to 269.32p. This compared to a decline of 16.6% in our benchmark, the sterling-adjusted Russell 2000 Index and 14.2% in the sterling-adjusted Standard & Poor's Composite Index.
The poor absolute returns this year were disappointing but occurred against a backdrop of a severe financial crisis, which began in the US and spread across the globe. As a result of this, riskier assets, such as smaller companies, performed badly as investors fled to what they perceived as safer assets. Performance was also less than our benchmark: as I mentioned in my half-yearly statement, this was an especially poor period for the value style of investing, which is the style employed by your Company. In the year to 30 June 2008, the Russell 2000 Value Index* performed poorly compared to the Russell 2000, falling 22.6% in sterling terms, notably worse than the portfolio.
On a brighter note I can report that performance compared to our benchmark improved in the second half of the financial year, although not all the losses versus the benchmark were clawed back. The longterm performance of the Company is strong: over the last five years the NAV per share rose by 34.6% compared to a gain in our benchmark of 27.5%. Since inception in March 1993, the NAV per share has risen by 178.9%, | 2 |
0uncons | GB0003463402_2008_AR_english_01.txt_3 | GB0003463402_2008_AR_english_01.txt | our benchmark, the sterling-adjusted Russell 2000 Index and 14.2% in the sterling-adjusted Standard & Poor's Composite Index.
The poor absolute returns this year were disappointing but occurred against a backdrop of a severe financial crisis, which began in the US and spread across the globe. As a result of this, riskier assets, such as smaller companies, performed badly as investors fled to what they perceived as safer assets. Performance was also less than our benchmark: as I mentioned in my half-yearly statement, this was an especially poor period for the value style of investing, which is the style employed by your Company. In the year to 30 June 2008, the Russell 2000 Value Index* performed poorly compared to the Russell 2000, falling 22.6% in sterling terms, notably worse than the portfolio.
On a brighter note I can report that performance compared to our benchmark improved in the second half of the financial year, although not all the losses versus the benchmark were clawed back. The longterm performance of the Company is strong: over the last five years the NAV per share rose by 34.6% compared to a gain in our benchmark of 27.5%. Since inception in March 1993, the NAV per share has risen by 178.9%, whereas the sterling-adjusted Russell 2000 Index gained 119.2%.
* The Russell 2000 Value Index is an index of stocks within the Russell 2000 that have below average valuation.
Market review During the year under review the Russell 2000 Index dropped 17.3% in dollar terms; the major US equity indices also fell but by less: the Standard & Poors Composite Index dropped 14.9% and the technology-orientated NASDAQ Composite Index, retreated 11.9%.
The movement in the US dollar-sterling exchange rate had little effect this year. The Company's investments are denominated in dollars but are valued in the portfolio in sterling. The 0.8% rise in the dollar against sterling this year meant that shareholders' losses were less by a corresponding amount than if there had been no exchange rate movement. The dollar appeared to stabilise against sterling after several years of falls. This reflected the perception that the UK economy would weaken whereas in the US, interest rate cuts made a recovery there more likely.
The US stock market was hit by bouts of selling during the year. The Russell 2000 bottomed in March, subsequently staging a rally that petered out in June. Investors' main concerns were as follows: firstly, the financial crisis that resulted | 3 |
0uncons | GB0003463402_2008_AR_english_01.txt_b0 | GB0003463402_2008_AR_english_01.txt | 500 and the minimum top-up is £250. Investments in the ISA can be made online.
ISA investments can also be phased over three or six months. This is especially useful near the end of the tax year when the option for monthly investment is no longer viable.
F&C charges £60 + VAT a year to cover any ISAs or PEPs held, no matter how many tax years' ISAs have been taken out with them, or how many ISAs or PEPs have been transferred to them.
Potential investors are reminded that the value of investments and the income from them may go down as well as up and investors may not receive back the full amount invested. Tax benefits may vary as a result of statutory changes and their value will depend on individual circumstances.
Contact details For further details on the savings plans and application forms, please contact Investor Services on 0800 136 420 info@fandc.com or broker support on 08457 992 299 adviser.enquiries@fandc.com (UK calls charged at the local rate) Fax 0131 243 1315 You can also find more information on the website: www.fandc.com If you wish to write to us, the address is: Investor Services Team, F&C Management Limited, 80 George Street, Edinburgh EH2 3BU
If you have trouble reading small print, please let us know. We can provide literature in alternative formats, for example, large print or on audiotape. Please call 0845 600 3030 for more details.
The information on this page has been issued and approved by F&C Management Limited, authorised and regulated in the UK by the Financial Services Authority ("FSA").
Report and Accounts 2008
59
Notes
60
F&C US Smaller Companies PLC
Registered office: Exchange House, Primrose Street, London EC2A 2NY Tel: 020 7628 8000 Fax: 020 7628 8188 www.fandcussmallers.com info@fandc.com Registrars: Computershare Investor Services PLC, PO Box 82, The Pavilions, Bridgwater Road, Bristol BS99 7NH Tel: 0870 889 4089 Fax: 0870 703 6142 www.computershare.com web.queries@computershare.co.uk
USS/ANN/08
| 4 |
0uncons | GB0003463402_2008_AR_english_01.txt_b1 | GB0003463402_2008_AR_english_01.txt | earnings of their own, almost everyone under the age of 75 is eligible. This means that you can invest on behalf of nonworking spouses or partners and children.
Child Trust Fund ("CTF") F&C has launched a CTF so that parents can invest the Government voucher issued to all children born since 1 September 2002. There are no initial or annual plan charges and there is only 0.5% government stamp duty on any purchases. Parents and grandparents (or other relatives or friends) can add contributions totalling £1,200 a year. You can invest from £25 each month via Direct Debit or from £100 for lump sums once you have invested your voucher.
Individual Savings Account ("ISA") Prior to 6 April 2008, individuals could invest up to £7,000 each year in F&C's Maxi ISA, or £4,000 in the Mini ISA. From 6 April 2008, there is no longer any distinction between the maxi and mini ISAs and the annual ISA investment limit has risen to £7,200 per annum. From the same date, all existing Personal Equity Plans have been reclassified as ISAs.
The minimum monthly Direct Debit is £50, minimum lump sum investment is £500 and the minimum top-up is £250. Investments in the ISA can be made online.
ISA investments can also be phased over three or six months. This is especially useful near the end of the tax year when the option for monthly investment is no longer viable.
F&C charges £60 + VAT a year to cover any ISAs or PEPs held, no matter how many tax years' ISAs have been taken out with them, or how many ISAs or PEPs have been transferred to them.
Potential investors are reminded that the value of investments and the income from them may go down as well as up and investors may not receive back the full amount invested. Tax benefits may vary as a result of statutory changes and their value will depend on individual circumstances.
Contact details For further details on the savings plans and application forms, please contact Investor Services on 0800 136 420 info@fandc.com or broker support on 08457 992 299 adviser.enquiries@fandc.com (UK calls charged at the local rate) Fax 0131 243 1315 You can also find more information on the website: www.fandc.com If you wish to write to us, the address | 5 |
0uncons | DK0060136273_2012_AR_english_01.txt_0 | DK0060136273_2012_AR_english_01.txt | Annual report 2012
Table of Contents
Management report
1
Financial overview
1
Annual review
2
Commercial basis
7
Corporate management
8
Risk management
12
Social responsibility
16
Profit and Loss Account
17
Balance Sheet as at 31. December
18
Cash Flow Analysis
19
Equity
20
Notes
21
Applied accounting policies
41
Signatures by the Board of Directores and Ex4e5cutives
Auditors report
46
Management and auditors
48
This is an unofficial translation of an original document in the Danish language. In the event of disputes or misunderstanding arising from the interpretation of any part of the translation, the Danish language version shall prevail
Management report
Financial overview
(DKK 1,000)
Profit and loss account
Net interest income Net interest and fee income Operational expenditure herof staff and administrative expenses herof payment to sector solutions Basic result Profit before value adjustments, writedowns and tax Value adjustments Writedowns on loans herof writedowns on sector solutions Profit from holdings in affiliated companies Profit before tax for the financial year Profit for the financial year
Selected asstes and liabilities
Equity Capital base
Total deposits Loans and other amounts due Total assets / liabilities Off-balance sheet items
Selected keys figures
Solvency ratio
pct.
Individual solvency demand ratio
pct.
Core capital ratio
pct.
Profit on own funds before tax
pct.
Basic earning / costs
Extra cover in relation to the
statutory liquidity requirement
pct.
The year's loss and writedown
pct.
Lending in relation to equity capital
Stock value / net book value per share
2012
187.570 273.216 195.836 175.383
7.316
82.588 26.392 47.876
0
26 61.130 47.120
757.656 717.457 4.503.086 3.609.442 6.657.446 880.905
16,6 9,7
17,3 8,4 | 0 |
0uncons | DK0060136273_2012_AR_english_01.txt_1 | DK0060136273_2012_AR_english_01.txt | herof writedowns on sector solutions Profit from holdings in affiliated companies Profit before tax for the financial year Profit for the financial year
Selected asstes and liabilities
Equity Capital base
Total deposits Loans and other amounts due Total assets / liabilities Off-balance sheet items
Selected keys figures
Solvency ratio
pct.
Individual solvency demand ratio
pct.
Core capital ratio
pct.
Profit on own funds before tax
pct.
Basic earning / costs
Extra cover in relation to the
statutory liquidity requirement
pct.
The year's loss and writedown
pct.
Lending in relation to equity capital
Stock value / net book value per share
2012
187.570 273.216 195.836 175.383
7.316
82.588 26.392 47.876
0
26 61.130 47.120
757.656 717.457 4.503.086 3.609.442 6.657.446 880.905
16,6 9,7
17,3 8,4
1,42
206,5 1,0 4,8
0,48
2011
2010
185.611 256.862 195.895 177.162
10.785
187.442 254.386 194.717 172.694
16.153
65.317 4.905
38.260 0
102 32.064 23.281
63.840 24.340 39.267 12.120
38 48.951 36.785
705.476 683.688
4.398.012 3.948.183 6.586.366
945.600
680.714 767.567
4.482.541 3.819.926 6.550.058 1.439.574
15,3 8,5
16,0 4,6
1,33
170,4 0,8 5,6
0,50
15,7 8,0
14,3 7,4
1,33
211,5 0,7 5,6
0,66
2009
2008
194.090 255.073 | 1 |
0uncons | DK0060136273_2012_AR_english_01.txt_2 | DK0060136273_2012_AR_english_01.txt |
1,42
206,5 1,0 4,8
0,48
2011
2010
185.611 256.862 195.895 177.162
10.785
187.442 254.386 194.717 172.694
16.153
65.317 4.905
38.260 0
102 32.064 23.281
63.840 24.340 39.267 12.120
38 48.951 36.785
705.476 683.688
4.398.012 3.948.183 6.586.366
945.600
680.714 767.567
4.482.541 3.819.926 6.550.058 1.439.574
15,3 8,5
16,0 4,6
1,33
170,4 0,8 5,6
0,50
15,7 8,0
14,3 7,4
1,33
211,5 0,7 5,6
0,66
2009
2008
194.090 255.073 193.562 166.484
21.154
184.176 245.580 176.461 165.711
5.502
67.069 30.996 46.999 13.880
87 51.153 39.969
73.198 -24.921 30.728
5.947
2.973 20.522 17.766
635.710 701.561
4.276.901 3.893.372 6.294.894 1.404.110
588.239 725.304
4.172.662 4.235.007 6.518.733 1.390.640
14,2 8,0
11,7 8,4
1,35
195,1 0,9 6,1
0,65
13,0 8,0 9,5 3,4
1,41
100,5 0,5 7,2
0,65
The whole set of survey and key figures is available in note 1.
Basisresult
Mio. kr.
80 60
Profit for the financial year
Mio. kr.
80 | 2 |
0uncons | DK0060136273_2012_AR_english_01.txt_3 | DK0060136273_2012_AR_english_01.txt | 193.562 166.484
21.154
184.176 245.580 176.461 165.711
5.502
67.069 30.996 46.999 13.880
87 51.153 39.969
73.198 -24.921 30.728
5.947
2.973 20.522 17.766
635.710 701.561
4.276.901 3.893.372 6.294.894 1.404.110
588.239 725.304
4.172.662 4.235.007 6.518.733 1.390.640
14,2 8,0
11,7 8,4
1,35
195,1 0,9 6,1
0,65
13,0 8,0 9,5 3,4
1,41
100,5 0,5 7,2
0,65
The whole set of survey and key figures is available in note 1.
Basisresult
Mio. kr.
80 60
Profit for the financial year
Mio. kr.
80
60
Equity
Mio. kr.
800 700
40
40
600
20
20
500
0 08 09 10 11 12
0 08 09 10 11 12
400 08 09 10 11 12
Profit on own funds before tax
in %
12,0
9,0
6,0
3,0
0,0 08 09 10 11 12
1
Management report
Annual Report
Doubling of the profit for the year The profit before loan impairments, exchange rate adjustments and taxes was DKK 82.6 m., which is above expectations when the year started and at the top of the framework of DKK 70 85 m. to which the bank adjusted its expectations in connection with the half-year report.
The profit before stock price adjustments and taxes was DKK 34.7 m., constituting an improvement of DKK 7.6 m. from 2011.
The positive stock price adjustments of the year under review were DKK 26.4 m., which was DKK 21.5 m. more than in 2011.
The profit before tax of DKK 61.1 m. equ | 3 |
0uncons | DK0060136273_2012_AR_english_01.txt_b0 | DK0060136273_2012_AR_english_01.txt | cash flow analysis, key and main figures, notes and applied accounting policies. The Financial statement has been prepared in accordance with the Danish Financial Business Act.
Management's responsibility for the annual report Management is responsible for the preparation and fair presentation of the annual report in accordance with the Danish Financial Business Act. Furthermore management has the responsibility for the internal control relevant to the preparation and fair presentation of an annual report that is free from material misstatement, whether due to fraud or error.
Auditors' responsibility Our responsibility is to express an opinion on the annual report based on our audit. We conducted our audit in accordance with International Standards on Auditing and further Danish Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the annual report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual report. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the annual report, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the bank's preparation and fair presentation of the annual report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the bank's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the annual report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Our audit did not result in any qualification.
Opinion In our opinion, the annual report gives a true and fair view of the bank's financial position at 31 December 2012 and of the results of the bank's operations for the financial year 1 January - 31 December 2012 in accordance with the Danish Financial Business Act.
Statement on the management report We have in accordance with the Financial Business Act read the management report. We have not performed any additional procedures in addition to the audit of the financial statements. It is in this context we believe that the information in the management report is consistent with the financial statement.
Aarhus, 20 February 2013
KPMG Statsautoriseret Revisionspartnerselskab
Jakob Nyborg State Authorised Public Accountant
Jon Midtgaard State Authorised Public Accountant
47
| 4 |
0uncons | DK0060136273_2012_AR_english_01.txt_b1 | DK0060136273_2012_AR_english_01.txt | for our audit opinion. The audit has not resulted in any qualification. Opinion In my opinion, the procedures and internal controls established, including the risk management organised by Management relevant to the bank's reporting processes and significant business risks, are working satisfactorily. Furthermore, in our opinion, the Annual Report gives a true and fair view of the bank's financial position at 31 December 2012 and of the bank's financial performance and cash flows for the financial year 1 January 31 December 2012 in accordance with the Danish Financial Business Act. Statement on the management report I have in accordance with the Financial Business Act read the management report. I have not performed any additional procedures in addition to the audit of the financial statements. It is in this context I believe that the information in the management report is consistent with the financial statement.
Grenaa, 20 February 2013
Internal audit
Jens Reckweg Manager Internal audit
46
The independent auditors' report
To capital owners in Djurslands Bank A / S
Report on the Financial Statement
We have audited the Annual Report of Djurslands Bank A/S for the financial year 1 January 31 December 2012. The Financial statement includes the profit and loss account, comprehensive income, balance sheet, equity, cash flow analysis, key and main figures, notes and applied accounting policies. The Financial statement has been prepared in accordance with the Danish Financial Business Act.
Management's responsibility for the annual report Management is responsible for the preparation and fair presentation of the annual report in accordance with the Danish Financial Business Act. Furthermore management has the responsibility for the internal control relevant to the preparation and fair presentation of an annual report that is free from material misstatement, whether due to fraud or error.
Auditors' responsibility Our responsibility is to express an opinion on the annual report based on our audit. We conducted our audit in accordance with International Standards on Auditing and further Danish Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the annual report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual report. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the annual report, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the bank's preparation and fair presentation of the annual report in order to design audit procedures that are appropriate in the circumstances | 5 |
0uncons | GB0008006420_2006_AR_english_01.txt_0 | GB0008006420_2006_AR_english_01.txt | ASIAN ASSETS
Premier Asian Assets Trust Limited
annual report & accounts for the year ended 31 July 2006
2006
Premier Asset Management
Investment objective and policy
The Company's investment objectives as set out in the prospectus, were, in order of priority, to repay the bank facility, to satisfy the indexed capital entitlement on the Japanese Index shares, to satisfy the final capital entitlement of the Income shares and to provide a geared capital return for the holders of the Capital shares.
The Company also intends to pay annual dividends on the Japanese Index shares and to pay quarterly dividends on the Income shares. This intention runs alongside the capital objectives stated above.
The Company has two principal portfolios, an Asian Growth portfolio and an Income portfolio.
The Asian Growth portfolio is intended to generate capital growth and will mainly comprise securities which are listed on a Japanese or other recognised Asian stock market. Investments will be made in companies which are based in Asia or investment trusts and closed-end investment companies which invest in the region.
The Income portfolio may include at any time high yielding Sterling equity securities, Eurobonds and other fixed interest securities, income shares and other securities issued by investment companies and in particular may include reverse convertible bonds and other similar securities. All these securities are quoted on a recognised stock exchange. To service some or all of the interest payable under the bank facility, a proportion of this part of the portfolio may consist of high yielding Yen denominated securities. In view of the dividend requirements of the Japanese Index shares and the Income shares, a significant proportion of the Income portfolio consists of Sterling denominated assets.
The Board has adopted a policy to invest no more than 15% of gross assets in other UK listed investment companies.
contents Investment objective and policy
Inside front cover
Company summary
2
Company highlights
3
Chairman's review
4
Investment Manager's report
6
Investment portfolio
12
Company details
15
Financial summary
16
Directors
18
Investment Manager, Adviser and Secretary
19
Report of the Directors
20
Directors' Remuneration report
29
Statement of Directors' responsibilities
31
Independent Auditors' report
32
Income Statement
34
Balance sheet
35
Reconciliation of movements in
net assets | 0 |
0uncons | GB0008006420_2006_AR_english_01.txt_1 | GB0008006420_2006_AR_english_01.txt | securities. All these securities are quoted on a recognised stock exchange. To service some or all of the interest payable under the bank facility, a proportion of this part of the portfolio may consist of high yielding Yen denominated securities. In view of the dividend requirements of the Japanese Index shares and the Income shares, a significant proportion of the Income portfolio consists of Sterling denominated assets.
The Board has adopted a policy to invest no more than 15% of gross assets in other UK listed investment companies.
contents Investment objective and policy
Inside front cover
Company summary
2
Company highlights
3
Chairman's review
4
Investment Manager's report
6
Investment portfolio
12
Company details
15
Financial summary
16
Directors
18
Investment Manager, Adviser and Secretary
19
Report of the Directors
20
Directors' Remuneration report
29
Statement of Directors' responsibilities
31
Independent Auditors' report
32
Income Statement
34
Balance sheet
35
Reconciliation of movements in
net assets attributable to shareholders
36
Statement of cash flows
38
Notes to the accounts
39
Notice of Annual General Meeting
62
Shareholder information
63
Glossary of terms
65
Proxy form
67
Directory of Advisers and Service Providers
69
Registered in Guernsey No. 36898
1
Company summary
Launch date Wind-up date Domiciled Year end Shareholder funds Market capitalisation Bank Loan Japanese Index shares Income shares Capital shares Geared Ordinary Units
Dividends
Dividend history
Investment Manager Investment Adviser Secretary Management Fee
31 July 2000
31 July 2007
Guernsey
31 July
£30.2 million at 31 July 2006
£29.9 million at 31 July 2006
JPY3.29 billion
21,675,001
85,000,000: aiming to redeem at 100p on 31 July 2007
85,000,000
One Income share and one Capital share may be held together and traded as a Geared Ordinary Unit
Paid on Income shares and Geared Ordinary | 1 |
0uncons | GB0008006420_2006_AR_english_01.txt_2 | GB0008006420_2006_AR_english_01.txt | attributable to shareholders
36
Statement of cash flows
38
Notes to the accounts
39
Notice of Annual General Meeting
62
Shareholder information
63
Glossary of terms
65
Proxy form
67
Directory of Advisers and Service Providers
69
Registered in Guernsey No. 36898
1
Company summary
Launch date Wind-up date Domiciled Year end Shareholder funds Market capitalisation Bank Loan Japanese Index shares Income shares Capital shares Geared Ordinary Units
Dividends
Dividend history
Investment Manager Investment Adviser Secretary Management Fee
31 July 2000
31 July 2007
Guernsey
31 July
£30.2 million at 31 July 2006
£29.9 million at 31 July 2006
JPY3.29 billion
21,675,001
85,000,000: aiming to redeem at 100p on 31 July 2007
85,000,000
One Income share and one Capital share may be held together and traded as a Geared Ordinary Unit
Paid on Income shares and Geared Ordinary units quarterly and on Japanese Index shares annually
In respect of year 31 July
Income shares/
Units
2006
2.65p
2005
1.00p
2004
1.00p
2003
1.00p
2002
6.00p
2001
9.00p
Japanese Index shares 0.7743p 0.6634p 0.5216p 0.4643p 0.50991p 0.72658p
Premier Fund Managers Limited
Gainwell Securities Company Limited
Nova Fund Services Limited
0.85% per annum, plus performance fee. This is charged 80% to Capital and 20% to Revenue.
Financial calendar
Year end Annual General Meeting Half-year end Interim results announced
31 July December 31 January April
2
Company highlights
Total return performance
Gross assets* Assets attributable to shareholders* Asian Growth portfolio (£)** TOPIX Index (£) Income portfolio** FTSE 100 Index
Share price and NAV returns
Japanese Index share
Income share
Capital share
Geared | 2 |
0uncons | GB0008006420_2006_AR_english_01.txt_3 | GB0008006420_2006_AR_english_01.txt | units quarterly and on Japanese Index shares annually
In respect of year 31 July
Income shares/
Units
2006
2.65p
2005
1.00p
2004
1.00p
2003
1.00p
2002
6.00p
2001
9.00p
Japanese Index shares 0.7743p 0.6634p 0.5216p 0.4643p 0.50991p 0.72658p
Premier Fund Managers Limited
Gainwell Securities Company Limited
Nova Fund Services Limited
0.85% per annum, plus performance fee. This is charged 80% to Capital and 20% to Revenue.
Financial calendar
Year end Annual General Meeting Half-year end Interim results announced
31 July December 31 January April
2
Company highlights
Total return performance
Gross assets* Assets attributable to shareholders* Asian Growth portfolio (£)** TOPIX Index (£) Income portfolio** FTSE 100 Index
Share price and NAV returns
Japanese Index share
Income share
Capital share
Geared Ordinary Unit (1 Capital and 1 Income share)
% change
+15.2 +31.0 +24.2 +21.7 +11.3 +16.1
31 July 2006 31 July 2005 (restated)
NAV Mid price NAV Mid price NAV Mid price NAV Mid price
94.39p 91.00p 11.50p 11.50p
0.11p 11.50p 12.00p
78.34p 70.00p
8.80p 9.00p
0.13p 8.80p 9.00p
% change
+20.5 +30.0 +30.7 +27.8
-15.4 +30.7 +33.3
Japanese Index shares
From Launch (31 July 2000) to 31 July 2006
Price per share 130 120 110 100 90 80 70 60 50 40 30
Jul 00 Jul 01
Jul 02
Share Price Net Asset Value (NAV)
Jul 03 Jul 04 Jul 05 Jul 06
Source: Fundamental Data Ltd
Income shares
From Launch (31 July 2000) to 31 July 2006
| 3 |
0uncons | GB0008006420_2006_AR_english_01.txt_b0 | GB0008006420_2006_AR_english_01.txt | `the Chairman of the Meeting' and insert the name of the person appointed proxy in the space provided.
2. If the appointor is a corporation, this form must be under its common seal or under the hand of some officer or attorney duly authorised in that behalf.
3. In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should be stated.
4. If this form is returned without any indication as to how the person appointed proxy shall vote, the Chairman will exercise his discretion as to how he votes or whether he abstains from voting.
5. To be valid, this form must be completed and deposited at the office of the Company's Registrar not less than 48 hours before the time fixed for holding the Meeting or adjourned Meeting.
67
Do not affix Postage Stamps if posting in Gt. Britain, Channel Islands, or N. Ireland
Third fold and tuck in
BUSINESS REPLY SERVICE Licence No. GU 170
1
Anson Registrars Limited PO Box 426 Anson House St. George's Place St. Peter Port GUERNSEY CHANNEL ISLANDS GY1 3WX
First fold
Second fold
Directory of Advisers and Service Providers
Directors Manager Investment Adviser Secretary and Registered Office
Registrar
Stockbroker Custodian Auditors
D S Copperwaite (Chairman) C N Fish E Milgram
Premier Fund Managers Limited Eastgate Court High Street Guildford Surrey GU1 3DE Tel: 01483 306090
Gainwell Securities Company Limited Room 19111913 Two Pacific Place 88 Queensway Hong Kong
Nova Fund Services Limited PO Box 488 Anson Court La Route des Camps St. Martin Guernsey GY1 6BR Tel: 01481 231994
Anson Registrars Limited PO Box 426 Anson House St. George's Place St. Peter Port Guernsey GY1 3WX Tel: 01481 711301
UBS 1 Finsbury Avenue London EC2M 2PP
RBSI Trustee Services (Guernsey) Limited Royal Bank Place 1 Glategny Esplanade St. Peter Port Guernsey
RSM Robson Rhodes LLP 30 Finsbury Square London EC2P 2YU
69
Notes
70
| 4 |
0uncons | GB0008006420_2006_AR_english_01.txt_b1 | GB0008006420_2006_AR_english_01.txt | share (the NAV total return).
65
Notes
66
Proxy form
BLOCK CAPITALS PLEASE I/We, the undersigned, being a member/members of the above-named Company, hereby appoint the Chairman of the Meeting/
as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at Anson Court, La Routes des Camps, St. Martin, Guernsey at 2.30pm on Friday, 1 December 2006 and at any adjournment thereof.
Signature
Dated
Please indicate with an X in the spaces below how you wish your votes to be cast
Ordinary resolutions
Resolution 1 To receive the Report of the Directors and the audited accounts for the year ended 31 July 2006.
For Against
Resolution 2 To re-elect Mr C N Fish as a Director.
Resolution 3 To reappoint RSM Robson Rhodes LLP as Auditors and to authorise the Directors to determine their remuneration.
Notes
1. A member may appoint a proxy of his or her own choice. If such an appointment is made, delete the words `the Chairman of the Meeting' and insert the name of the person appointed proxy in the space provided.
2. If the appointor is a corporation, this form must be under its common seal or under the hand of some officer or attorney duly authorised in that behalf.
3. In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should be stated.
4. If this form is returned without any indication as to how the person appointed proxy shall vote, the Chairman will exercise his discretion as to how he votes or whether he abstains from voting.
5. To be valid, this form must be completed and deposited at the office of the Company's Registrar not less than 48 hours before the time fixed for holding the Meeting or adjourned Meeting.
67
Do not affix Postage Stamps if posting in Gt. Britain, Channel Islands, or N. Ireland
Third fold and tuck in
BUSINESS REPLY SERVICE Licence No. GU 170
1
Anson Registrars Limited PO Box 426 Anson House St. George's Place St. Peter Port GUERNSEY CHANNEL ISLANDS GY1 3 | 5 |
0uncons | GB0030517261_2008_AR_english_01.txt_0 | GB0030517261_2008_AR_english_01.txt | The Monks Investment Trust PLC
Annual Report and Accounts 30 April 2008
Contents
1 Company Summary
24 Directors' Remuneration Report
2 One Year Summary
25 Independent Auditors' Report
3 Five Year Summary
26 Income Statement
4 Chairman's Statement
27 Balance Sheet
6 Managers' Portfolio Review 9 Distribution of Portfolio 9 Investment Changes 10 Thirty Largest Equity Holdings 11 Classification of Investments 12 List of Investments 17 Ten Year Record 18 Directors and Management 19 Directors' Report
28 Reconciliation of Movements in Shareholders' Funds
29 Cash Flow Statement 30 Notes to Accounts 43 Notice of Annual General Meeting 45 Appendix to the Notice of Annual
General Meeting 47 Further Shareholder Information 47 Analysis of Shareholders
23 Statement of Directors' Responsibilities
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your ordinary shares in The Monks Investment Trust PLC, please forward this document and the accompanying form of proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was or is being effected for delivery to the purchaser or transferee.
COMPANY SUMMARY
Company Summary
Monks' objective is to invest internationally to achieve capital growth, which takes priority over income and dividends.
Investment Policy
Monks invests principally in a portfolio of international quoted equities. The Company is prepared to move freely between different markets as opportunities arise. Asset classes other than equities may be purchased from time to time including fixed interest holdings, unquoted securities and derivatives. The equity portfolio may be relatively concentrated for a global fund.
Further details of the Company's investment policy are given on the Directors' Report.
Comparative Index
The principal index against which performance is measured is the FTSE World Index (in sterling terms). The composition of the portfolio is likely to vary substantially from that of the index.
Management Details
Baillie Gifford & Co are appointed as investment managers and secretaries to the Company. The management contract can be terminated on 12 months' notice. | 0 |
0uncons | GB0030517261_2008_AR_english_01.txt_1 | GB0030517261_2008_AR_english_01.txt | Investment Trust PLC, please forward this document and the accompanying form of proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was or is being effected for delivery to the purchaser or transferee.
COMPANY SUMMARY
Company Summary
Monks' objective is to invest internationally to achieve capital growth, which takes priority over income and dividends.
Investment Policy
Monks invests principally in a portfolio of international quoted equities. The Company is prepared to move freely between different markets as opportunities arise. Asset classes other than equities may be purchased from time to time including fixed interest holdings, unquoted securities and derivatives. The equity portfolio may be relatively concentrated for a global fund.
Further details of the Company's investment policy are given on the Directors' Report.
Comparative Index
The principal index against which performance is measured is the FTSE World Index (in sterling terms). The composition of the portfolio is likely to vary substantially from that of the index.
Management Details
Baillie Gifford & Co are appointed as investment managers and secretaries to the Company. The management contract can be terminated on 12 months' notice.
Capital Structure
At the year end the Company's share capital consisted of 264,179,859 fully paid ordinary shares of 5p each. The Company has been granted authority to buy back a limited number of its own ordinary shares for cancellation. Long term gearing has been secured by the issue of £80 million (nominal value) of debenture stocks.
Management Fee
Baillie Gifford & Co's annual remuneration is 0.45% of total assets less current liabilities, calculated on a quarterly basis.
AIC
The Company is a member of the Association of Investment Companies.
Savings Vehicles
Monks shares can be held through a variety of savings vehicles (see page 48 for details).
Notes
None of the views expressed in this document should be construed as advice to buy or sell a particular investment.
Investment trusts are UK public listed companies and as such comply with the requirements of the UK Listing Authority. They are not authorised or regulated by the Financial Services Authority.
THE MONKS INVESTMENT TRUST PLC 1
ONE YEAR SUMMARY
One Year Summary
Total assets (before deduction of borrowings) Borrowings Equity shareholders' funds
Net asset value per | 1 |
0uncons | GB0030517261_2008_AR_english_01.txt_2 | GB0030517261_2008_AR_english_01.txt |
Capital Structure
At the year end the Company's share capital consisted of 264,179,859 fully paid ordinary shares of 5p each. The Company has been granted authority to buy back a limited number of its own ordinary shares for cancellation. Long term gearing has been secured by the issue of £80 million (nominal value) of debenture stocks.
Management Fee
Baillie Gifford & Co's annual remuneration is 0.45% of total assets less current liabilities, calculated on a quarterly basis.
AIC
The Company is a member of the Association of Investment Companies.
Savings Vehicles
Monks shares can be held through a variety of savings vehicles (see page 48 for details).
Notes
None of the views expressed in this document should be construed as advice to buy or sell a particular investment.
Investment trusts are UK public listed companies and as such comply with the requirements of the UK Listing Authority. They are not authorised or regulated by the Financial Services Authority.
THE MONKS INVESTMENT TRUST PLC 1
ONE YEAR SUMMARY
One Year Summary
Total assets (before deduction of borrowings) Borrowings Equity shareholders' funds
Net asset value per ordinary share (after deducting borrowings at fair value) Net asset value per ordinary share (after deducting borrowings at par) Share price FTSE World Index (in sterling terms)
Dividends paid and proposed Revenue earnings per ordinary share Total expense ratio* Discount (after deducting borrowings at fair value) Discount (after deducting borrowings at par)
30 April 2008
£1,110.4m £79.5m
£1,030.9m
386.5p 390.0p 348.0p
3.70p 4.53p 0.44% 10.0% 10.8%
30 April 2007
£1,112.4m £148.9m £963.4m
338.4p 343.1p 300.2p
3.15p 3.91p 0.59% 11.3% 12.5%
% change
14.2 13.7 15.9 (1.4) 17.5 15.9
Year's high and low Share price Net asset value (after deducting borrowings at fair value) Net asset value (after deducting borrowings at par) Discount ( | 2 |
0uncons | GB0030517261_2008_AR_english_01.txt_3 | GB0030517261_2008_AR_english_01.txt | ordinary share (after deducting borrowings at fair value) Net asset value per ordinary share (after deducting borrowings at par) Share price FTSE World Index (in sterling terms)
Dividends paid and proposed Revenue earnings per ordinary share Total expense ratio* Discount (after deducting borrowings at fair value) Discount (after deducting borrowings at par)
30 April 2008
£1,110.4m £79.5m
£1,030.9m
386.5p 390.0p 348.0p
3.70p 4.53p 0.44% 10.0% 10.8%
30 April 2007
£1,112.4m £148.9m £963.4m
338.4p 343.1p 300.2p
3.15p 3.91p 0.59% 11.3% 12.5%
% change
14.2 13.7 15.9 (1.4) 17.5 15.9
Year's high and low Share price Net asset value (after deducting borrowings at fair value) Net asset value (after deducting borrowings at par) Discount (after deducting borrowings at fair value) Discount (after deducting borrowings at par)
Year to 30 April 2008
High 355.8p 393.1p 397.5p
5.7% 7.0%
Low 297.5p 325.0p 329.4p
13.0% 14.0%
Year to 30 April 2007
High 300.2p 338.9p 343.7p
7.4% 9.2%
Low 233.7p 270.4p 276.4p
14.5% 16.3%
Total return per ordinary share Revenue Capital
Total
30 April 2008
4.53p 43.68p 48.21p
*The 2008 figure excludes the impact of recoverable VAT recognised during the year (see note 21 on page 38 for further details).
One Year Performance
(figures rebased to 100 at 30 April 2007)
120
115
110
105
Source: Thomson Financial Datastream/Baillie Gifford & Co NAV (after deducting borrowings at fair value) Share price FTSE World Index (in sterling terms) | 3 |
0uncons | GB0030517261_2008_AR_english_01.txt_b0 | GB0030517261_2008_AR_english_01.txt | 2,000 or from £100 per month or by transferring an ISA with a value of at least £2,000 from your existing manager.
Baillie Gifford's Children's Savings Plan
A cost-effective plan tailored especially to meet the requirements to save for children. You can invest a minimum of £250 or from £30 per month.
Online Management Service
You can now also open and manage your Share Plan and/or ISA online, through our secure Online Management Service (OMS) which can be accessed through the Baillie Gifford website at www.bailliegifford.com. OMS enables you to apply for, open and administer a Baillie Gifford Investment Trust Share Plan or Investment Trust ISA online. As well as being able to view the details of your plan online, the service also allows you to:
· get current valuations;
· make lump sum investments;
· switch between investment trusts (except where there is more than one holder);
· set up a direct debit to make regular investments; and
· update certain personal details.
Further Information
Client Relations Team Baillie Gifford Savings Management Limited Calton Square 1 Greenside Row EDINBURGH EH1 3AN
Tel: 0800 027 0133 We may record your call
E-mail: trustenquiries@bailliegifford.com Website: www.bailliegifford.com
Fax: 0131 275 3955
48 ANNUAL REPORT 2008
Directors
Chairman: JGD Ferguson
CC Ferguson EM Harley DCP McDougall
Registered Office
Computershare Investor Services PLC 2nd Floor Vintners' Place 68 Upper Thames Street London EC4V 3BJ
Registrar
Independent Auditors
Computershare Investor Services PLC PO Box 82 The Pavilions Bridgwater Road Bristol BS99 7NH Tel: 0870 707 1170
PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors Erskine House PO Box 90 6873 Queen Street Edinburgh EH2 4NH
Company registration No. 236964
Managers and Secretaries
Baillie Gifford & Co Calton Square 1 Greenside Row Edinburgh EH1 3AN Tel: 0131 275 2000 Website: www.bailliegifford.com
| 4 |
0uncons | GB0030517261_2008_AR_english_01.txt_b1 | GB0030517261_2008_AR_english_01.txt | possible unfavourable currency and market movements there is a risk that potential gains may be restricted in a rising market. Where derivatives are used for investment purposes there could be a high risk of loss to the Company due to the large and quick price movements of these contracts.
The generation of income is less important than Monks' aim of achieving capital growth. You should not expect a significant, or steady, annual income from the shares.
Tax rates and reliefs, as well as the tax treatment of ISAs, may change at any time in the future. The value of any tax benefits will depend on your individual circumstances.
Baillie Gifford Savings Vehicles
Monks' shares are traded on the London Stock Exchange. They can be bought through a stockbroker, by asking a professional adviser to do so, or through the following Baillie Gifford savings vehicles.
Baillie Gifford's Investment Trust Share Plan
You can invest from £250 or from £30 per month. The plan is designed to be a costeffective way of saving on a regular or lump sum basis.
Baillie Gifford's Investment Trust ISA
You can invest in a tax efficient way by investing a minimum of £2,000 or from £100 per month or by transferring an ISA with a value of at least £2,000 from your existing manager.
Baillie Gifford's Children's Savings Plan
A cost-effective plan tailored especially to meet the requirements to save for children. You can invest a minimum of £250 or from £30 per month.
Online Management Service
You can now also open and manage your Share Plan and/or ISA online, through our secure Online Management Service (OMS) which can be accessed through the Baillie Gifford website at www.bailliegifford.com. OMS enables you to apply for, open and administer a Baillie Gifford Investment Trust Share Plan or Investment Trust ISA online. As well as being able to view the details of your plan online, the service also allows you to:
· get current valuations;
· make lump sum investments;
· switch between investment trusts (except where there is more than one holder);
· set up a direct debit to make regular investments; and
· update certain personal details.
Further Information
Client Relations Team Baillie Gifford Savings Management Limited Calton Square 1 Greenside Row | 5 |
0uncons | GB0005323091_2008_AR_english_01.txt_0 | GB0005323091_2008_AR_english_01.txt | Gartmore Smaller Companies Trust p.l.c.
Report and Accounts for the year to 31 August 2008
www.gartmoresmallercostrust.co.uk
Contents
Page
The Company
2
Overview
3
The Board of Directors
4
Chairman's Statement
6
The Manager
8
Performance Attribution
8
Manager's Review
9
Financial Statistics
11
Principal Investments
12
Portfolio Analysis
13
Sector Classification and Weightings
14
Analysis of Net Assets and Shareholders' Funds
15
Dividend Calendar
15
Historical Record
15
Capital Performance
16
Report of the Directors
17
Statement of Directors' Responsibilities
25
Corporate Governance Statement
26
Directors' Remuneration Report
32
Independent Auditors' Report
34
Income Statement
36
Reconciliation of Movement in Shareholders' Funds
38
Balance Sheet
39
Cash Flow Statement
40
Notes to the Accounts
41
Notice of Annual General Meeting
51
Financial Calendar
56
Shareholder Information
56
Corporate Information
57
Gartmore Investment Trusts
58
How to Find Us
58
Investing in Gartmore Investment Trusts
59
Glossary of Terms
60
Gartmore Smaller Companies Trust p.l.c.
1
The Company
2
Investment Objective Gartmore Smaller Companies Trust p.l.c. (the Company) seeks long-term capital growth through investment in smaller UK listed companies and unlisted companies quoted on the Alternative Investment Market.
Investment Policy Asset Allocation: The Company invests in smaller UK listed companies and unlisted companies quoted on the Alternative Investment Market with growth potential. The majority of investments will be equities, although other forms of equity-related securities, including warrants and convertibles, may also be held. Cash and derivative instruments (such as futures and options) may be used for efficient portfolio management and as part of investment strategy, subject to the prior consent of the Board.
| 0 |
0uncons | GB0005323091_2008_AR_english_01.txt_1 | GB0005323091_2008_AR_english_01.txt | Flow Statement
40
Notes to the Accounts
41
Notice of Annual General Meeting
51
Financial Calendar
56
Shareholder Information
56
Corporate Information
57
Gartmore Investment Trusts
58
How to Find Us
58
Investing in Gartmore Investment Trusts
59
Glossary of Terms
60
Gartmore Smaller Companies Trust p.l.c.
1
The Company
2
Investment Objective Gartmore Smaller Companies Trust p.l.c. (the Company) seeks long-term capital growth through investment in smaller UK listed companies and unlisted companies quoted on the Alternative Investment Market.
Investment Policy Asset Allocation: The Company invests in smaller UK listed companies and unlisted companies quoted on the Alternative Investment Market with growth potential. The majority of investments will be equities, although other forms of equity-related securities, including warrants and convertibles, may also be held. Cash and derivative instruments (such as futures and options) may be used for efficient portfolio management and as part of investment strategy, subject to the prior consent of the Board.
Risk Diversification: Portfolio risk is managed by investing in a diversified spread of investments. The Company's Articles provide that at least 60% by value of the portfolio must be comprised of holdings which do not individually exceed in value 3% of Total Assets and that no holding, on acquisition, shall exceed in value 8% of Total Assets. However, this limitation does not apply to gilts or, in limited circumstances, to investment company holdings. The Company will not invest more than 15% of its total assets in other listed investment companies (including investment trusts).
Gearing: The Company has the power to borrow money (``gearing'') and does so at times when the Manager is confident that market conditions and opportunities exist to enhance investment returns. The Manager has discretion to borrow within limits and conditions set by the Board from time to time.
Benchmark Index For the purpose of tracking the Manager's performance, movements in the Company's net asset value are compared with the FTSE SmallCap (excluding Investment Companies) Index. The portfolio is comprised principally of investments listed on the main market, forming part of the FTSE SmallCap Index, the FTSE Fledgling Index or the FTSE 250 Index, and of unlisted | 1 |
0uncons | GB0005323091_2008_AR_english_01.txt_2 | GB0005323091_2008_AR_english_01.txt | Risk Diversification: Portfolio risk is managed by investing in a diversified spread of investments. The Company's Articles provide that at least 60% by value of the portfolio must be comprised of holdings which do not individually exceed in value 3% of Total Assets and that no holding, on acquisition, shall exceed in value 8% of Total Assets. However, this limitation does not apply to gilts or, in limited circumstances, to investment company holdings. The Company will not invest more than 15% of its total assets in other listed investment companies (including investment trusts).
Gearing: The Company has the power to borrow money (``gearing'') and does so at times when the Manager is confident that market conditions and opportunities exist to enhance investment returns. The Manager has discretion to borrow within limits and conditions set by the Board from time to time.
Benchmark Index For the purpose of tracking the Manager's performance, movements in the Company's net asset value are compared with the FTSE SmallCap (excluding Investment Companies) Index. The portfolio is comprised principally of investments listed on the main market, forming part of the FTSE SmallCap Index, the FTSE Fledgling Index or the FTSE 250 Index, and of unlisted investments quoted on the Alternative Investment Market. In view of this broad spread of investments, the Board considers that there is no single optimal benchmark of the Company's performance. The Company sources index and price data from Thomson Financial Datastream.
Capital Structure & Voting Rights The Company is an investment trust company with an issued share capital at 31 August 2008 comprising 13,855,000 Ordinary shares of 25p each. Ordinary shareholders are entitled on a poll at a general meeting to one vote in respect of each share held.
Total Assets and Equity Shareholders' Funds £76,454,000 at 31 August 2008
Market Capitalisation of Ordinary Shares £56,598,000 at 31 August 2008
Management Company The Company's investments are managed by Gartmore Investment Limited under an Agreement that provides for six months' notice of termination to be given by either side.
Management Fee The management fee, which is payable monthly in arrear, is calculated at a rate of 0.8% per annum on the aggregate value of the Company's net assets and borrowings.
ISA Status Maximum investment through an ISA of £7,200 for the 2008/2009 tax year.
AIC The Company is a member of The Association of Investment Companies | 2 |
0uncons | GB0005323091_2008_AR_english_01.txt_3 | GB0005323091_2008_AR_english_01.txt | investments quoted on the Alternative Investment Market. In view of this broad spread of investments, the Board considers that there is no single optimal benchmark of the Company's performance. The Company sources index and price data from Thomson Financial Datastream.
Capital Structure & Voting Rights The Company is an investment trust company with an issued share capital at 31 August 2008 comprising 13,855,000 Ordinary shares of 25p each. Ordinary shareholders are entitled on a poll at a general meeting to one vote in respect of each share held.
Total Assets and Equity Shareholders' Funds £76,454,000 at 31 August 2008
Market Capitalisation of Ordinary Shares £56,598,000 at 31 August 2008
Management Company The Company's investments are managed by Gartmore Investment Limited under an Agreement that provides for six months' notice of termination to be given by either side.
Management Fee The management fee, which is payable monthly in arrear, is calculated at a rate of 0.8% per annum on the aggregate value of the Company's net assets and borrowings.
ISA Status Maximum investment through an ISA of £7,200 for the 2008/2009 tax year.
AIC The Company is a member of The Association of Investment Companies.
Registered Office Gartmore House, 8 Fenchurch Place, London EC3M 4PB
Registered Number 230109, England and Wales
Gartmore Smaller Companies Trust p.l.c.
Overview
of the year to 31 August 2008
* Net Asset Value per Ordinary share declined by 22.2% to 551.8p, compared with a fall of 32.5% in the FTSE SmallCap (excluding Investment Companies) Index
* Over the 3-year period to 31 August 2008, the Net Asset Value per Ordinary share declined by 7.6%, compared with a fall of 18.8% in the FTSE SmallCap (excluding Investment Companies) Index
* Over the 5-year and 10-year periods to 31 August 2008, the Net Asset Value per Ordinary share increased by 36.8% and 51.8% respectively, compared with increases of 2.0% and 17.1% in the FTSE SmallCap (excluding Investment Companies) Index over the same periods
* Mid-market price per Ordinary share declined by 30.6% to 408.5p
* Net revenue after taxation increased from £418,000 to £689,000 | 3 |
0uncons | GB0005323091_2008_AR_english_01.txt_b0 | GB0005323091_2008_AR_english_01.txt | the share price.
Gearing
The term applied to the effect produced by borrowings and prior charge securities, which tends to exaggerate the return attributable to shareholders. This is often expressed as a percentage indicating the extra amount by which shareholders' funds would rise or fall if the total assets, before deducting borrowings and prior charges, were to rise or fall. This is calculated by dividing total assets, before deducting borrowings and prior charges, by Net Asset Value, expressed as a percentage. A figure of 100 would indicate that a company had no gearing.
Liquidity
In the context of the liquidity of shares in the stock market, this refers to the availability of buyers in the market for the share in question. Where the market in a particular share is described as liquid, that share will be in demand and holders wishing to sell their shares should find ready buyers. Conversely, where the market in a share is illiquid the difficulty of finding a buyer will tend to depress the price that might be negotiated for a sale.
Market Capitalisation (Market Cap)
The market value of a company as calculated by multiplying the mid-market price per share by the number of shares in issue.
Net Asset Value
Also described as Shareholders' Funds, Net Asset Value is the value of Total Assets less liabilities. Liabilities for this purpose include borrowings and prior charge securities as well as current liabilities.
Net Asset Value per share (NAV)
Net Asset Value divided by the number of shares in issue gives the Net Asset Value per share.
Premium
The amount by which the middle market price per share of an investment trust exceeds the net asset value per share. The premium is normally expressed as a percentage of the net asset value per share.
Prior charge
The term given to either borrowings or any class of security which, in a winding-up of the company, ranks ahead of the final beneficiary of surplus assets, usually ordinary or capital shares.
Total Expense Ratio
The total expenses (excluding interest) incurred by the Company expressed as a percentage of average equity shareholders' funds on a monthly basis.
60
Gartmore Smaller Companies Trust p.l.c.
Gartmore Smaller Companies Trust p.l.c.
Registered Office : Gartmore House 8 Fenchurch Place London EC3M 4PB
Telephone: 020 7782 2000
Registered No. 230109 England and Wales
Summerhall 48529
| 4 |
0uncons | GB0005323091_2008_AR_english_01.txt_b1 | GB0005323091_2008_AR_english_01.txt | investment trust holds a limited number of investments and one or more of those investments declines or is otherwise adversely affected, it may have a more profound effect on the investment trust's value than if a larger number of investments were held. If you choose to reinvest dividends to buy more shares in the same investment trust that paid the dividend, you should be aware that this will increase your investment risk exposure to the investment performance of that company. Investment trusts which specialise by investing in a particular region or market sector are more risky than those which hold a very broad spread of investments. ISA regulations have recently been reviewed by HM Treasury. However, they are still subject to Government legislation and as such their tax benefits and investment levels may be changed in the future.
Issued by Gartmore Investment Limited, which is authorised and regulated by the Financial Services Authority.
Gartmore Smaller Companies Trust p.l.c.
59
Glossary of Terms
Discount
The amount by which the middle market price per share of an investment trust is lower than the net asset value per share. The discount is normally expressed as a percentage of the net asset value per share.
Dividend Yield
The annual dividend expressed as a percentage of the share price.
Gearing
The term applied to the effect produced by borrowings and prior charge securities, which tends to exaggerate the return attributable to shareholders. This is often expressed as a percentage indicating the extra amount by which shareholders' funds would rise or fall if the total assets, before deducting borrowings and prior charges, were to rise or fall. This is calculated by dividing total assets, before deducting borrowings and prior charges, by Net Asset Value, expressed as a percentage. A figure of 100 would indicate that a company had no gearing.
Liquidity
In the context of the liquidity of shares in the stock market, this refers to the availability of buyers in the market for the share in question. Where the market in a particular share is described as liquid, that share will be in demand and holders wishing to sell their shares should find ready buyers. Conversely, where the market in a share is illiquid the difficulty of finding a buyer will tend to depress the price that might be negotiated for a sale.
Market Capitalisation (Market Cap)
The market value of a company as calculated by multiplying the mid-market price per share by the number of shares in issue.
Net Asset Value
Also described as Shareholders' Funds, | 5 |
0uncons | 61234207.txt_0 | 61234207.txt | ANNUAL REPORT YEAR ENDED 31 MARCH 2009
1
Baydonhill plc.
CONTENTS
Pages
Chairman's and Chief Executive Officer's Statement
2
Directors Report
3
Corporate Governance Statement
6
Independent Auditors' Report to the Members of Baydonhill plc
7
Profit and loss account
8
Balance sheet
9
Cash flow statement
10
Notes to the financial statements
11
Notice of Annual General Meeting
23
Proxy Form
26
Company Information
28
Annual Report & Accounts 2009
2
CHAIRMAN'S AND CHIEF EXECUTIVE OFFICER'S STATEMENT
INTRODUCTION During the year under review the Company has made significant progress, particularly in the development of its corporate client business. This has resulted in a substantial growth in the Company's gross revenue despite the continued challenges resulting from the downturn in the market for the private client foreign exchange business. Ongoing enhancements to the online trading platform have resulted in a very positive response from corporate clients and enabled significant improvements in operational processes.
While the Private Client Division has seen further declines in revenue and in the growth of new client numbers due to the current economic conditions, repeat business from the large existing private client base has lessened the impact.
FINANCIAL REVIEW The loss for the financial year was £1.4 million, compared to £1.5 million in 2008. This includes an operating loss of £1.06 million from the Corporate Division which relates to costs primarily associated with sales staff and the depreciation of the online system. This year was the first full year of sales activity for the Corporate Division and, as a result, operating costs remain high in relation to turnover as this side of the business becomes established. This is indicative of the corporate sales model and the directors expect this trend to reduce in the current financial year.
The operating loss of £1.3 million in 2009 (2008: £1.6 million) is after transaction charges of £250,000 (2008: £30,000) in the second half of the year, resulting from a change in Bank of Ireland's charging structure and a depreciation charge in respect of the online platform of £137,000 (2008: £30,081). In 2009 no adjustment is required in respect of FRS | 0 |
0uncons | 61234207.txt_1 | 61234207.txt | .
While the Private Client Division has seen further declines in revenue and in the growth of new client numbers due to the current economic conditions, repeat business from the large existing private client base has lessened the impact.
FINANCIAL REVIEW The loss for the financial year was £1.4 million, compared to £1.5 million in 2008. This includes an operating loss of £1.06 million from the Corporate Division which relates to costs primarily associated with sales staff and the depreciation of the online system. This year was the first full year of sales activity for the Corporate Division and, as a result, operating costs remain high in relation to turnover as this side of the business becomes established. This is indicative of the corporate sales model and the directors expect this trend to reduce in the current financial year.
The operating loss of £1.3 million in 2009 (2008: £1.6 million) is after transaction charges of £250,000 (2008: £30,000) in the second half of the year, resulting from a change in Bank of Ireland's charging structure and a depreciation charge in respect of the online platform of £137,000 (2008: £30,081). In 2009 no adjustment is required in respect of FRS20 (share based payments) as all the options in issue at 31 March 2009 had vested (2008: credit £82,000). The underlying operating performance has therefore improved in the year by approximately £740,000. The Company is working on a series of plans to reduce the transaction charges as a percentage of revenue in the next fiscal year.
Gross turnover for the Company for the year under review was £460 million, an increase of 56 per cent from the previous year's figure of £294 million. Gross profit (representing foreign exchange commissions earned net of payments to affiliates and bank charges) increased by 29 per cent to £2.7 million from £2.1 million in the previous year.
Shareholders' deficit at 31 March 2009 amounted to £1.6 million compared to a deficit of £0.3 million at 31 March 2008.
SECTOR REVIEW The Corporate Division has expanded rapidly with gross turnover of £314 million compared to £67 million in the prior year. Allowing for seasonal variations, the growth in revenue is strong and consistent with average monthly revenues in the last quarter and double that of the first quarter. As a result of the strong performance, the sales team was expanded in the third quarter of 2008.
The | 1 |
0uncons | 61234207.txt_2 | 61234207.txt | 20 (share based payments) as all the options in issue at 31 March 2009 had vested (2008: credit £82,000). The underlying operating performance has therefore improved in the year by approximately £740,000. The Company is working on a series of plans to reduce the transaction charges as a percentage of revenue in the next fiscal year.
Gross turnover for the Company for the year under review was £460 million, an increase of 56 per cent from the previous year's figure of £294 million. Gross profit (representing foreign exchange commissions earned net of payments to affiliates and bank charges) increased by 29 per cent to £2.7 million from £2.1 million in the previous year.
Shareholders' deficit at 31 March 2009 amounted to £1.6 million compared to a deficit of £0.3 million at 31 March 2008.
SECTOR REVIEW The Corporate Division has expanded rapidly with gross turnover of £314 million compared to £67 million in the prior year. Allowing for seasonal variations, the growth in revenue is strong and consistent with average monthly revenues in the last quarter and double that of the first quarter. As a result of the strong performance, the sales team was expanded in the third quarter of 2008.
The Private Client foreign exchange sector has experienced another challenging year, resulting in the Private Client Division's turnover dropping from £226 million in 2008 to £146 million in 2009.
FUNDRAISING Due to the downturn experienced by the Private Client Division and the delay in the launch of the Corporate Division's online trading platform, a facility of £600,000 was provided on 30 June 2008 by Wallich & Matthes BV, a wholly owned subsidiary of Ekwienox Limited. In addition, the remaining balance of £150,000 of the £700,000 convertible loan note issued by Ekwienox Fx Limited was drawn down during the year. The Company is pleased to confirm that the repayment dates for these loans have been extended to 30 September 2010.
On 20 April 2009 Ekwienox FX Limited ("Ekwienox") exercised warrants over 1,739,130 shares at 5.75 pence per share. On 2 June 2009 Ekwienox exercised warrants over 3,500,000 shares also at 5.75 pence per share. Furthermore, on 31 July 2009 Ekwienox exercised warrants over 1,749,070 and 560,000 shares at 5.75 pence per share and 6.25 p | 2 |
0uncons | 61234207.txt_3 | 61234207.txt | Private Client foreign exchange sector has experienced another challenging year, resulting in the Private Client Division's turnover dropping from £226 million in 2008 to £146 million in 2009.
FUNDRAISING Due to the downturn experienced by the Private Client Division and the delay in the launch of the Corporate Division's online trading platform, a facility of £600,000 was provided on 30 June 2008 by Wallich & Matthes BV, a wholly owned subsidiary of Ekwienox Limited. In addition, the remaining balance of £150,000 of the £700,000 convertible loan note issued by Ekwienox Fx Limited was drawn down during the year. The Company is pleased to confirm that the repayment dates for these loans have been extended to 30 September 2010.
On 20 April 2009 Ekwienox FX Limited ("Ekwienox") exercised warrants over 1,739,130 shares at 5.75 pence per share. On 2 June 2009 Ekwienox exercised warrants over 3,500,000 shares also at 5.75 pence per share. Furthermore, on 31 July 2009 Ekwienox exercised warrants over 1,749,070 and 560,000 shares at 5.75 pence per share and 6.25 pence per share, respectively. The exercise of these warrants raised £437,000 of additional working capital for the Company.
PEOPLE There has been a change to the composition of the Board in the period under review. Our thanks go to Ian Collins who left during the year.
The Company's employees have responded magnificently to the challenges that they have encountered throughout the year and the Board would like to thank them for their continuing dedication and support.
OUTLOOK The Directors expect that during 2010 there will be continued significant growth from the Corporate Division. In the first quarter of the fiscal year 2010, corporate revenue increased by 160 per cent and total revenue increased by 29 per cent over the same period in the fiscal year 2009. The increase in corporate revenue is a combination of new business and existing recurring business. The nature of the corporate sales model lends itself to a high level of first year costs associated with winning new business. The year under review was the first full year of sales activity and your Board expect the ratio of costs to revenue in subsequent years to reduce significantly.
The Directors believe that the current financial year will continue to be challenging for the Private Client Division. However, while the Company believes that this sector is unlikely to improve in the short term, it is | 3 |
0uncons | 61234207.txt_b0 | 61234207.txt | in the space provided. 2. Where this form of proxy is executed by a corporation it must be either under its seal or under the hand of an officer
or attorney duly authorised. 3. If the proxy form is signed and returned without any indication as to how the proxy shall vote, the proxy will exercise
his / her discretion as to whether and how he / she votes. 4. To be valid, the proxy form must be received by the Registrars no later than 48 hours before the commencement of
the meeting.
27 Baydonhill plc.
FIRST FOLD
SECOND FOLD
Neville Registrars Ltd. Neville House 18 Laurel Lane Halesowen B63 3DA
THIRD FOLD
AFFIX STAMP HERE
BAYDONHILL PLC
COMPANY INFORMATION
DIRECTORS William Eric Peacock Chairman Wayne Mitchell Sarah Collis Geoffrey Mayhill Charles McLeod
SECRETARY Graham Urquhart
COMPANY NUMBER 03910588
REGISTERED OFFICE 160 Brompton Road Knightsbridge, London SW3 1HW
AUDITORS PKF (UK) LLP Farringdon Place 20 Farringdon Road, London EC1M 3AP
NOMINATED ADVISORS John East & Partners Limited 10 Finsbury Square, London EC2A 1AD
REGISTRARS AND RECEIVING AGENTS Neville Registrars Ltd. Neville House 18 Laurel Lane, Halesowen West Midlands B63 3DA
SOLICITORS TO THE COMPANY Norton Rose 3 More London London SE1 2AQ
PRINCIPAL BANKERS Bank of Ireland Bow Bells House 1 Bread Street London EC4M 9BE
Annual Report & Accounts 2009 28
29 Baydonhill plc.
SHAREHOLDERS NOTES
Annual Report & Accounts 2009 30
31 Baydonhill plc.
SHAREHOLDERS NOTES
Annual Report & Accounts 2009 32
33 Baydonhill plc.
SHAREHOLDERS NOTES
Annual Report & Accounts 2009 34
Baydonhill plc.
160 Brompton Road, London SW3 1HW Tel: 020 7594 0584 Fax: 0870 330 5950
Email: enquiries@baydonhill.com
COMPANY NUMBER: 03910588
| 4 |
0uncons | 61234207.txt_b1 | 61234207.txt | held on 23 October 2009 at 9.30a.m., notice of which was sent to shareholders with the accounts for the year ended 31 March 2009, and at any adjournment thereof. The proxy will vote as indicated below in respect of the resolutions set out in the notice of meeting:
Resolution number
1. To receive and adopt the audited financial statements for the financial year ended 31 March 2009
For
Against Withheld
2. To re-elect Sarah Ann Collis as a director
3. To re-appoint PKF (UK) LLP as auditors
4. To authorise the directors to determine the remuneration of the Auditors
5. To authorise the directors to allot shares (Ordinary Resolution)
6. To disapply Section 561 of the Companies Act 2006 (Special Resolution)
7. To authorise the directors to make market purchases of its own shares by utilising distributable reserves of the Company (Special Resolution)
Signed:
Dated:
2009
NOTES 1. A member wishing to appoint a person other than the Chairman of the meeting as a proxy should insert the name
and address of such person in the space provided. 2. Where this form of proxy is executed by a corporation it must be either under its seal or under the hand of an officer
or attorney duly authorised. 3. If the proxy form is signed and returned without any indication as to how the proxy shall vote, the proxy will exercise
his / her discretion as to whether and how he / she votes. 4. To be valid, the proxy form must be received by the Registrars no later than 48 hours before the commencement of
the meeting.
27 Baydonhill plc.
FIRST FOLD
SECOND FOLD
Neville Registrars Ltd. Neville House 18 Laurel Lane Halesowen B63 3DA
THIRD FOLD
AFFIX STAMP HERE
BAYDONHILL PLC
COMPANY INFORMATION
DIRECTORS William Eric Peacock Chairman Wayne Mitchell Sarah Collis Geoffrey Mayhill Charles McLeod
SECRETARY Graham Urquhart
COMPANY NUMBER 03910588
REGISTERED OFFICE 160 Brompton Road Knightsbridge, London SW3 1HW
AUDITORS PKF (UK) LLP Farringdon Place 20 Farringdon Road, | 5 |
0uncons | GB00B3D74T59_2013_AR_english_01.txt_0 | GB00B3D74T59_2013_AR_english_01.txt | DOWNING THREE VCT PLC (formerly Downing Planned Exit VCT 3 plc)
Report & Accounts for the period ended 31 December 2013
SHAREHOLDER INFORMATION
Company name The Company changed its name to Downing THREE VCT plc on 16 December 2013. Previously the Company's name was Downing Planned Exit VCT 3 plc.
Share prices The Company's share prices can be found in various financial websites with the TIDM/EPIC codes shown below (pence per share):
`C' Shares `D' Shares
`F' Shares `H' Shares
TIDM/EPIC code: Latest share price (28 April 2014):
DP3C 80.5p
DP3D 67.5p
DP3F 85.0p
DP3H 100.0p
TIDM/EPIC code: Latest share price (28 April 2014):
`A' Shares DP3A
5.025p
`E' Shares DP3E 0.1p
Dividends Dividends will be paid by the registrar on behalf of the Company. Shareholders who wish to have dividends paid directly into their bank account, rather than by cheque to their registered address, can complete a mandate form for this purpose. Queries relating to dividends, shareholdings and requests for mandate forms should be directed to the Company's registrar, Capita Registrars, by calling 0871 664 0324 (calls cost 10p per minute plus network extras, lines open 8:30am to 5:30pm Monday to Friday), or by writing to them at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Mandate forms can be downloaded from Capita's website (see below).
Selling shares The Company's shares can be bought and sold in the same way as any other company listed on the London Stock Exchange, using a stockbroker. Disposing of shares may have tax implications, so Shareholders are urged to contact their independent financial adviser before making a decision.
Share certificates Share certificates issued in the Company's previous names, "Downing Protected VCT III plc" and "Downing Planned Exit VCT 3 plc", remain valid.
Notification of change of address Communications with Shareholders are mailed to the registered address held on the share register. In the | 0 |
0uncons | GB00B3D74T59_2013_AR_english_01.txt_1 | GB00B3D74T59_2013_AR_english_01.txt | their bank account, rather than by cheque to their registered address, can complete a mandate form for this purpose. Queries relating to dividends, shareholdings and requests for mandate forms should be directed to the Company's registrar, Capita Registrars, by calling 0871 664 0324 (calls cost 10p per minute plus network extras, lines open 8:30am to 5:30pm Monday to Friday), or by writing to them at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Mandate forms can be downloaded from Capita's website (see below).
Selling shares The Company's shares can be bought and sold in the same way as any other company listed on the London Stock Exchange, using a stockbroker. Disposing of shares may have tax implications, so Shareholders are urged to contact their independent financial adviser before making a decision.
Share certificates Share certificates issued in the Company's previous names, "Downing Protected VCT III plc" and "Downing Planned Exit VCT 3 plc", remain valid.
Notification of change of address Communications with Shareholders are mailed to the registered address held on the share register. In the event of a change of address or other amendment this should be notified to the Company's registrar, Capita Registrars, under the signature of the registered holder.
Financial calendar 17 June 2014 27 June 2014 August 2014
Annual General Meeting Final dividends paid Announcement of half yearly financial results
Other information for Shareholders Up to date Company information (including financial statements, share prices and dividend history) may be obtained from Downing's website at:
www.downing.co.uk
If you have any queries regarding your shareholding in Downing THREE VCT plc, please contact the registrar on the above number or visit Capita's website at www.capitaregistrars.com and click on "Shareholders and employees".
Share scam warning We have become aware that a significant number of shareholders of VCTs managed by both Downing and other VCT managers have recently received unsolicited telephone calls from a company purporting to be acting on behalf of a client who is looking to acquire their VCT shares at an attractive price. We believe these calls to be part of a "Boiler Room Scam". Shareholders are warned to be very suspicious if they receive any similar type of telephone call.
| 1 |
0uncons | GB00B3D74T59_2013_AR_english_01.txt_2 | GB00B3D74T59_2013_AR_english_01.txt | event of a change of address or other amendment this should be notified to the Company's registrar, Capita Registrars, under the signature of the registered holder.
Financial calendar 17 June 2014 27 June 2014 August 2014
Annual General Meeting Final dividends paid Announcement of half yearly financial results
Other information for Shareholders Up to date Company information (including financial statements, share prices and dividend history) may be obtained from Downing's website at:
www.downing.co.uk
If you have any queries regarding your shareholding in Downing THREE VCT plc, please contact the registrar on the above number or visit Capita's website at www.capitaregistrars.com and click on "Shareholders and employees".
Share scam warning We have become aware that a significant number of shareholders of VCTs managed by both Downing and other VCT managers have recently received unsolicited telephone calls from a company purporting to be acting on behalf of a client who is looking to acquire their VCT shares at an attractive price. We believe these calls to be part of a "Boiler Room Scam". Shareholders are warned to be very suspicious if they receive any similar type of telephone call.
Further information can be found on Downing's website under "Existing Investments". If you have any concerns, please contact Downing on 020 7416 7780.
CONTENTS
Company information Investment objectives and financial highlights Directors Chairman's Statement Investment Manager's Report `C' Share pool Review of Investments `C' Share pool Investment Manager's Report `D' Share pool Review of Investments `D' Share pool Investment Manager's Report `F' Share pool Review of Investments `F' Share pool Strategic Report Report of the Directors Directors' Remuneration Report Corporate governance Independent Auditor's Report Income statement Balance sheet Reconciliation of movements in Shareholders' funds Cash flow statement Notes to the accounts Notice of Annual General Meeting
Page
1 2 3 4 6 7 14 15 22 23 30 33 37 40 44 47 49 50 51 52 67
COMPANY INFORMATION
Registered number Directors Company secretary and registered office Investment and Administration Manager
Auditor VCT status advisers Registrars
Bankers
5334413 Michael Robinson (Chairman) Roger Jeynes Dennis Hale Grant Whitehouse 10 Lower Grosvenor Place London SW1W 0EN Downing Managers 3 Limited 10 Lower Grosvenor Place London SW1W 0EN Tel: 020 74 | 2 |
0uncons | GB00B3D74T59_2013_AR_english_01.txt_3 | GB00B3D74T59_2013_AR_english_01.txt | Further information can be found on Downing's website under "Existing Investments". If you have any concerns, please contact Downing on 020 7416 7780.
CONTENTS
Company information Investment objectives and financial highlights Directors Chairman's Statement Investment Manager's Report `C' Share pool Review of Investments `C' Share pool Investment Manager's Report `D' Share pool Review of Investments `D' Share pool Investment Manager's Report `F' Share pool Review of Investments `F' Share pool Strategic Report Report of the Directors Directors' Remuneration Report Corporate governance Independent Auditor's Report Income statement Balance sheet Reconciliation of movements in Shareholders' funds Cash flow statement Notes to the accounts Notice of Annual General Meeting
Page
1 2 3 4 6 7 14 15 22 23 30 33 37 40 44 47 49 50 51 52 67
COMPANY INFORMATION
Registered number Directors Company secretary and registered office Investment and Administration Manager
Auditor VCT status advisers Registrars
Bankers
5334413 Michael Robinson (Chairman) Roger Jeynes Dennis Hale Grant Whitehouse 10 Lower Grosvenor Place London SW1W 0EN Downing Managers 3 Limited 10 Lower Grosvenor Place London SW1W 0EN Tel: 020 7416 7780 www.downing.co.uk BDO LLP 55 Baker Street London W1U 7EU PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Tel: 0871 664 0324 (calls cost 10p per minute plus network extras, lines open 8:30am to 5:30pm Monday to Friday) www.capitaregistrars.com Bank of Scotland 33 Old Broad Street London BX2 1LB Royal Bank of Scotland London Victoria Branch 119/121 Victoria Street London SW1E 6RA
1
INVESTMENT OBJECTIVES
Downing THREE VCT plc is a venture capital trust established under the legislation introduced in the Finance Act 1995. The Company's principal objectives are to: maintain VCT status to enable Shareholders to benefit from tax reliefs available on an investment in a VCT; reduce the risks normally associated with VCT investments; target a tax-free return to investors of at least 9% per annum (based on a cost of 70p per share net of income tax
relief) over the | 3 |
0uncons | GB00B3D74T59_2013_AR_english_01.txt_b0 | GB00B3D74T59_2013_AR_english_01.txt | Any alterations to the Form of Proxy should be initialled. 4. To be valid, this Form of Proxy and the power of attorney or other written authority, if any, under which it is
signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to Downing LLP, 10 Lower Grosvenor Place, London SW1W 0EN not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the Annual General Meeting or adjourned meeting at which the person named in this Form of Proxy proposes to vote. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, and be delivered at the meeting at which the demand is made. 5. In the case of a corporation, this form must be under its common seal or under the hand of some officer or attorney duly authorised on that behalf. 6. In the case of joint holders, the vote of the senior holder tendering a vote will be accepted to the exclusion of the votes of the other joint holders. Seniority depends on the order in which the names stand in the register of members. 7. The completion and return of this Form of Proxy will not preclude you from attending and voting at the Annual General Meeting should you subsequently decide to do so. If a member appoints a proxy and that member attends the Annual General Meeting in person, the proxy appointment will automatically be terminated. 8. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Annual General Meeting.
10 Lower Grosvenor Place London SW1W 0EN
Tel: 020 7416 7780 Email: vct@downing.co.uk Web: www.downing.co.uk
Downing LLP is authorised and regulated by the Financial Conduct Authority
| 4 |
0uncons | GB00B3D74T59_2013_AR_english_01.txt_b1 | GB00B3D74T59_2013_AR_english_01.txt | attend and vote at the Annual General Meeting is also entitled to appoint one or more proxies to attend, speak and vote instead of that member. A member may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company but must attend the Annual General Meeting in order to represent his appointor. A member entitled to attend and vote at the meeting may appoint the Chairman or another person as his proxy although the Chairman will not speak for the member. A member who wishes his proxy to speak for him should appoint his own choice of proxy (not the Chairman) and give instructions directly to that person.
2. Delete "the Chairman of the meeting" if it is desired to appoint any other person and insert his or her name and address. If no name is inserted, the proxy will be deemed to have been given in favour of the Chairman of the meeting. If this Form of Proxy is returned without stating how the proxy shall vote on any particular matter the proxy will exercise his discretion as to whether, and if so how, he votes.
3. Any alterations to the Form of Proxy should be initialled. 4. To be valid, this Form of Proxy and the power of attorney or other written authority, if any, under which it is
signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to Downing LLP, 10 Lower Grosvenor Place, London SW1W 0EN not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the Annual General Meeting or adjourned meeting at which the person named in this Form of Proxy proposes to vote. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, and be delivered at the meeting at which the demand is made. 5. In the case of a corporation, this form must be under its common seal or under the hand of some officer or attorney duly authorised on that behalf. 6 | 5 |
0uncons | 61857133.txt_0 | 61857133.txt | IFRS Financial Statements and Shareholders' Report
Fiscal Year Ended December 31, 2012
Contents
FINANCIAL STATEMENTS
I.
Balance Sheets
1
II.
Income Statements
2
III. Statements of Comprehensive Income
3
IV. Cash Flow Statements
4
V.
Statements of Changes in Equity
5
VI. Notes to Financial Statements
1 General information
6
2 Basis of accounting and presentation
7
3 Management of financial risk
12
4 Intangible assets
14
5 Available-for-sale financial assets
14
6 Trade receivables and other current assets
15
7 Cash and cash equivalents
15
8 Share capital
15
9 Trade payables and other current liabilities
16
10 Revenues from ordinary activities
16
11 Other income
16
12 Operating expenses
17
13 Foreign exchange gain/loss
17
14 Amortization expense
17
15 Income tax
18
16 Earnings per share
19
17 Related parties
19
18 Assets held for sale
20
19 Option agreement with COLUMBUS
21
EURO Ressources S.A.
I
Balance Sheets
(in thousands of Euro)
NON-CURRENT ASSETS
Intangible assets Available-for-sale financial assets
CURRENT ASSETS
Trade receivables Other current assets Cash and cash equivalents Assets held for sale
TOTAL ASSETS
EQUITY
Share capital Additional paid-in capital Other reserves Net profit for the year
TOTAL EQUITY
NON-CURRENT LIABILITIES Deferred tax liabilities CURRENT LIABILITIES
Trade payables Other current liabilities Current income tax payable
TOTAL EQUITY AND LIABILITIES
Report to Shareholders Fiscal Year Ended December 31, 2012
Notes
As at December 31,
2012
6,441
As at December 31,
2011
7,019
4
6,235
7,019
5
206
-
22,296
18,629
6
11,131
11, | 0 |
0uncons | 61857133.txt_1 | 61857133.txt | ings per share
19
17 Related parties
19
18 Assets held for sale
20
19 Option agreement with COLUMBUS
21
EURO Ressources S.A.
I
Balance Sheets
(in thousands of Euro)
NON-CURRENT ASSETS
Intangible assets Available-for-sale financial assets
CURRENT ASSETS
Trade receivables Other current assets Cash and cash equivalents Assets held for sale
TOTAL ASSETS
EQUITY
Share capital Additional paid-in capital Other reserves Net profit for the year
TOTAL EQUITY
NON-CURRENT LIABILITIES Deferred tax liabilities CURRENT LIABILITIES
Trade payables Other current liabilities Current income tax payable
TOTAL EQUITY AND LIABILITIES
Report to Shareholders Fiscal Year Ended December 31, 2012
Notes
As at December 31,
2012
6,441
As at December 31,
2011
7,019
4
6,235
7,019
5
206
-
22,296
18,629
6
11,131
11,657
6
27
228
7
10,001
5,584
18
1,137
1,160
28,737
25,648
26,433
19,427
8
625
625
8
104
104
613
(4,452)
25,091
23,150
26,433
19,427
109
137
15.3
109
137
2,195
6,084
9
147
207
9
109
94
9
1,939
5,783
28,737
25,648
Page 1
The accompanying notes are an integral part of these audited IFRS financial statements.
EURO Ressources S.A.
Report to Shareholders Fiscal Year Ended December 31, 2012
II Income Statements
(in thousands of Euro, except per share amount)
Revenues from ordinary activities Operating expenses Amortization expense Other | 1 |
0uncons | 61857133.txt_2 | 61857133.txt | 657
6
27
228
7
10,001
5,584
18
1,137
1,160
28,737
25,648
26,433
19,427
8
625
625
8
104
104
613
(4,452)
25,091
23,150
26,433
19,427
109
137
15.3
109
137
2,195
6,084
9
147
207
9
109
94
9
1,939
5,783
28,737
25,648
Page 1
The accompanying notes are an integral part of these audited IFRS financial statements.
EURO Ressources S.A.
Report to Shareholders Fiscal Year Ended December 31, 2012
II Income Statements
(in thousands of Euro, except per share amount)
Revenues from ordinary activities Operating expenses Amortization expense Other Income
OPERATING PROFIT
Investment income Net foreign exchange loss
NET FINANCIAL EXPENSES PROFIT BEFORE INCOME TAX
Income tax expense
NET PROFIT
EARNINGS PER SHARE (/share)
Basic Diluted
For Fiscal Year Ended
December 31, December 31,
Notes
2012
2011
10
41,455
37,023
12
(900)
(957)
14
(666)
(606)
11
239
176
40,128
35,636
-
28
2
13
(303)
(294)
(275) 39,853
(292) 35,344
15.1
(14,762)
(12,194)
25,091
23,150
16
0.401
0.370
16
0.401
0.370
Page 2
The accompanying notes are an integral part of these audited IFRS financial statements. | 2 |
0uncons | 61857133.txt_3 | 61857133.txt | Income
OPERATING PROFIT
Investment income Net foreign exchange loss
NET FINANCIAL EXPENSES PROFIT BEFORE INCOME TAX
Income tax expense
NET PROFIT
EARNINGS PER SHARE (/share)
Basic Diluted
For Fiscal Year Ended
December 31, December 31,
Notes
2012
2011
10
41,455
37,023
12
(900)
(957)
14
(666)
(606)
11
239
176
40,128
35,636
-
28
2
13
(303)
(294)
(275) 39,853
(292) 35,344
15.1
(14,762)
(12,194)
25,091
23,150
16
0.401
0.370
16
0.401
0.370
Page 2
The accompanying notes are an integral part of these audited IFRS financial statements.
EURO Ressources S.A.
Report to Shareholders Fiscal Year Ended December 31, 2012
III Statements of Comprehensive Income
(in thousands of Euro)
NET PROFIT
OTHER COMPREHENSIVE INCOME (LOSS)
Currency translation adjustments
Unrealized gain (loss) on available-for-sale financial assets
Income tax impact on unrealized gain/loss on available-for-sale financial assets
Other comprehensive income (loss)
TOTAL COMPREHENSIVE INCOME
For Fiscal Year Ended
December 31, December 31,
2012
2011
25,091
23,150
134 (146)
51 39 25,130
(546) 29 (10)
(527) 22,623
Page 3
The accompanying notes are an integral part of these audited IFRS financial statements.
EURO Ressources S.A.
IV Cash Flow Statements
(in thousands of Euro)
Report to Shareholders Fiscal Year Ended December 31, 2012
CASH FLOW RELATING TO OPERATING ACTIVITIES
Notes
For | 3 |
0uncons | 61857133.txt_b0 | 61857133.txt | The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion the financial statements present fairly, in all material respects, the financial position of Euro Ressources S.A. as at December 31, 2012, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards.
Neuilly-sur-Seine, March 8, 2013
PricewaterhouseCoopers Audit
(signed) "Bruno Tesnière"
Bruno Tesnière
PricewaterhouseCoopers Audit, SA, 63, rue de Villiers, 92208 Neuilly-sur-Seine Cedex Téléphone: +33 (0)1 56 57 58 59, Fax: +33 (0)1 56 57 58 60, www.pwc.fr
Société d'expertise comptable inscrite au tableau de l'ordre de Paris - Ile de France. Société de commissariat aux comptes membre de la compagnie régionale de Versailles. Société Anonyme au capital de 2 510 460. Siège social : 63, rue de Villiers 92200 Neuilly-sur-Seine. RCS Nanterre 672 006 483. TVA n° FR 76 672 006 483. Siret 672 006 483 00362. Code APE 6920 Z. Bureaux : Bordeaux, Grenoble, Lille, Lyon, Marseille, Metz, Nantes, Neuilly-Sur-Seine, Nice, Poitiers, Rennes, Rouen, Strasbourg, Toulouse.
| 4 |
0uncons | 61857133.txt_b1 | 61857133.txt | interest in the Paul Isnard Properties.
Page 22
INDEPENDENT AUDITORS' REPORT
To the shareholders and Board of directors of Euro Ressources S.A.
Report on the financial statements
We have audited the accompanying financial statements of Euro Ressources S.A., which comprise the balance sheet as at December 31, 2012 and the statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management's responsibility for the financial statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor's responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion the financial statements present fairly, in all material respects, the financial position of Euro Ressources S.A. as at December 31, 2012, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards.
Neuilly-sur-Seine, March 8, 2013
PricewaterhouseCoopers Audit
(signed) "Bruno Tesnière"
Bruno Tesnière
PricewaterhouseCoopers | 5 |
0uncons | DK0016033889_2005_AR_english_01.txt_0 | DK0016033889_2005_AR_english_01.txt | Rella Holding A/S
Annual Report 2005
The Annual Report has been submitted to and approved by the Company's Annual General Meeting held on 30 March 2006 Chairman
Rella Holding A/S
1
_________________________________________________________________________________________________________________________________________________________________________________________________
CONTENTS
Page
STATEMENTS
Statement by the Board of Directors and the Management
2
Statement by the Company's independent auditor
3
MANAGEMENT REVIEW
Company information
4
Basic idea and objective
5
Summary of the year
6
Key figures and ratios
7
Directors' Report
8
Shareholder information
11
Review of the accounts
14
ACCOUNTS 1 JANUARY 31 DECEMBER 2005
Accounting principles
15
Profit and Loss Accounts for the year ended 31 December 2005
16
Balance Sheet at 31 December 2005
17
Cash Flow Statement
19
Notes on the Accounts
20
DEFINITION OF RATIOS
23
Rella Holding A/S
2
_________________________________________________________________________________________________________________________________________________________________________________________________
STATEMENT BY THE BOARD OF DIRECTORS AND THE MANAGEMENT
The Board of Directors and the Management have today considered and approved the Annual Report 2005 of Rella Holding A/S.
The Annual Report has been prepared in accordance with the Danish Financial Statements Act, Danish accounting guidelines and the requirements which Dansk Autoriseret Markedsplads A/S (Dansk AMP) poses on companies listed at Dansk AMP. In our opinion the accounting policies are appropriate and the Annual Report thus gives a true and fair view of the Company's assets, liabilities, financial position, and net profit.
The Annual Report is submitted for the approval of the Annual General Meeting of shareholders.
Copenhagen, 14 March 2006
MANAGEMENT Jens Arnth-Jensen
BOARD OF DIRECTORS
Henrik Christrup (Chairman)
Henning Arnth-Jensen
Jonna Kjeldsen
Henrik Schrøder
Rella Holding A/S
3
_________________________________________________________________________________________________________________________________________________________________________________________________
STATEMENT BY THE COMPANY'S INDEPENDENT AUDITOR
TO THE SHAREHOLDERS OF RELLA HOLDING A | 0 |
0uncons | DK0016033889_2005_AR_english_01.txt_1 | DK0016033889_2005_AR_english_01.txt |
STATEMENT BY THE BOARD OF DIRECTORS AND THE MANAGEMENT
The Board of Directors and the Management have today considered and approved the Annual Report 2005 of Rella Holding A/S.
The Annual Report has been prepared in accordance with the Danish Financial Statements Act, Danish accounting guidelines and the requirements which Dansk Autoriseret Markedsplads A/S (Dansk AMP) poses on companies listed at Dansk AMP. In our opinion the accounting policies are appropriate and the Annual Report thus gives a true and fair view of the Company's assets, liabilities, financial position, and net profit.
The Annual Report is submitted for the approval of the Annual General Meeting of shareholders.
Copenhagen, 14 March 2006
MANAGEMENT Jens Arnth-Jensen
BOARD OF DIRECTORS
Henrik Christrup (Chairman)
Henning Arnth-Jensen
Jonna Kjeldsen
Henrik Schrøder
Rella Holding A/S
3
_________________________________________________________________________________________________________________________________________________________________________________________________
STATEMENT BY THE COMPANY'S INDEPENDENT AUDITOR
TO THE SHAREHOLDERS OF RELLA HOLDING A/S
We have audited the Annual Report of Rella Holding A/S for the financial year 1 January 31 December 2005.
The Annual Report is the responsibility of the Company's Board of Directors and the Management. Our responsibility is to express an opinion on the Annual Report based on our audit.
BASIS OF OPINION
We conducted our audit in accordance with Danish Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance that the Annual Report is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Annual Report. An audit also includes assessing the accounting policies used and significant estimates made by the Board of Directors and the Management, as well as evaluating the overall Annual Report presentation. We believe that our audit provides a reasonable basis for our opinion.
Our audit has not resulted in any qualification.
OPINION
In our opinion, the Annual Report gives a true and fair view of the Company's financial position at 31 December 2005 and of the result of the Company's operations for the financial year 1 January 31 December 2005 in accordance with the Danish Financial Statements Act and Danish Accounting Standards.
Copenhagen, 14 March 2006 | 1 |
0uncons | DK0016033889_2005_AR_english_01.txt_2 | DK0016033889_2005_AR_english_01.txt | /S
We have audited the Annual Report of Rella Holding A/S for the financial year 1 January 31 December 2005.
The Annual Report is the responsibility of the Company's Board of Directors and the Management. Our responsibility is to express an opinion on the Annual Report based on our audit.
BASIS OF OPINION
We conducted our audit in accordance with Danish Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance that the Annual Report is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Annual Report. An audit also includes assessing the accounting policies used and significant estimates made by the Board of Directors and the Management, as well as evaluating the overall Annual Report presentation. We believe that our audit provides a reasonable basis for our opinion.
Our audit has not resulted in any qualification.
OPINION
In our opinion, the Annual Report gives a true and fair view of the Company's financial position at 31 December 2005 and of the result of the Company's operations for the financial year 1 January 31 December 2005 in accordance with the Danish Financial Statements Act and Danish Accounting Standards.
Copenhagen, 14 March 2006
Mortensen & Beierholm Statsautoriseret Revisionsaktieselskab
Thomas Benedictsen-Nislev State Authorized Public Accountant
Rella Holding A/S
4
_________________________________________________________________________________________________________________________________________________________________________________________________
COMPANY INFORMATION
COMPANY
Rella Holding A/S c/o Nykredit Portefølje Bank A/S Otto Mønsteds Plads 9 DK-1780 Copenhagen V
Telephone: Facsimile: Home page: E-mail:
0045 33 75 92 00 0045 33 75 91 70 www.rella.dk rella@rella.dk
CVR-no.: Founded: Domicile:
15 35 94 39 1 August 1991 Copenhagen
BOARD OF DIRECTORS Henrik Christrup, Chairman Henning Arnth-Jensen Jonna Kjeldsen Henrik Schrøder
MANAGEMENT
Jens Arnth-Jensen
AUDITORS
State Authorized Public Accountant Thomas Benedictsen-Nislev Mortensen & Beierholm Statsautoriseret Revisionsaktieselskab Vester Søgade 10 DK | 2 |
0uncons | DK0016033889_2005_AR_english_01.txt_3 | DK0016033889_2005_AR_english_01.txt |
Mortensen & Beierholm Statsautoriseret Revisionsaktieselskab
Thomas Benedictsen-Nislev State Authorized Public Accountant
Rella Holding A/S
4
_________________________________________________________________________________________________________________________________________________________________________________________________
COMPANY INFORMATION
COMPANY
Rella Holding A/S c/o Nykredit Portefølje Bank A/S Otto Mønsteds Plads 9 DK-1780 Copenhagen V
Telephone: Facsimile: Home page: E-mail:
0045 33 75 92 00 0045 33 75 91 70 www.rella.dk rella@rella.dk
CVR-no.: Founded: Domicile:
15 35 94 39 1 August 1991 Copenhagen
BOARD OF DIRECTORS Henrik Christrup, Chairman Henning Arnth-Jensen Jonna Kjeldsen Henrik Schrøder
MANAGEMENT
Jens Arnth-Jensen
AUDITORS
State Authorized Public Accountant Thomas Benedictsen-Nislev Mortensen & Beierholm Statsautoriseret Revisionsaktieselskab Vester Søgade 10 DK-1601 Copenhagen V
ANNUAL GENERAL MEETING
The Annual General Meeting will be held on 30 March 2006 at 16.00 at the Company's office, Otto Moensteds Plads 9, DK-1780 Copenhagen V.
Rella Holding A/S
5
_________________________________________________________________________________________________________________________________________________________________________________________________
BASIC IDEA AND OBJECTIVE
BASIC IDEA
Rella Holding A/S is a holding company for B-shares in Carl Allers Etablissement A/S.
It is Rella Holding A/S' basic idea to participate as a passive, long-term investor in Carl Allers Etablissement A/S, Scandinavia's leading publisher of consumer magazines with dominant market positions in Denmark, Norway, and Sweden as well as a rapidly growing market share in Finland.
Besides holding shares in Carl Allers Etablissement A/S, § 2 in Rella Holding A/S' articles of association specifies that the Company can "invest directly or indirectly in other listed or unlisted securities". Rella Holding A/S has no plans to do so but wishes to concentrate its efforts on the holding in Carl Allers E | 3 |
0uncons | DK0016033889_2005_AR_english_01.txt_b0 | DK0016033889_2005_AR_english_01.txt | ersk Oil Qatar A/S, Mærsk Olie
Algeriet A/S (BM).
Henning Arnth-Jensen
424,060
None
Jonna Kjeldsen
817,100*
Montra Hotel A/S (D). IC Electronic A/S, Rivimmo A/S (BM).
Henrik Schrøder
158,200
Johs. Rasmussen, Svebølle A/S, Penol A/S ( BF). Chr. Olsen Holding A/S, Zensys A/S (BM). TTiT AS, TTiT Ejendomme A/S (D and BM).
Management
Jens Arnth-Jensen
316,591
Ringkjoebing Landbobank A/S (ABM)
*Through Montra Foundation (BF) = Chairman, (BM) = Board member, (ABM)= Advisory Board Member, (D) = Managing Director
Rella Holding A/S
23
_________________________________________________________________________________________________________________________________________________________________________________________________
DEFINITION OF RATIOS
Ratios have been prepared in accordance with the Danish Society of Investment Professionals' "Recommendations and Ratios 1997".
The ratios used in the tables containing key figures and ratios for Rella Holding A/S and Carl Allers Etablissement A/S have been calculated in the following way:
Return on sales Return on assets Operating assets
Gross margin Solvency ratio Net profit Return on equity Earnings Per Share (EPS) Book value at year-end Pay-out ratio Price Earnings ratio (PE) Price/book value (PB)
Result of primary activities x 100 Turnover, net
Result of primary activities x 100 Average operating assets
Operating assets are total assets minus cash and liquid securities, other interest
bearing assets and shares in associated companies
Gross profit x 100 Turnover, net
Equity at year-end minus minority interests x 100 Total assets at year-end
Profit after tax minus the share belonging to minority interests
Net profit x 100 Average equity minus minority interests
Net profit Average number of shares
Equity excluding minority interests, year-end Number of shares at year-end
Total dividend payment Net profit
Market price EPS
Market price Book value
| 4 |
0uncons | DK0016033889_2005_AR_english_01.txt_b1 | DK0016033889_2005_AR_english_01.txt | ,262 24,883
0 97,145
% of share capital
2005
2004
1.44
1.07
0.02
0.37
-1,46
0.00
0.00
1.44
5. Information on related parties and transactions with such parties Rella Holding A/S has no related parties with a controlling interest.
Rella Holding A/S' related parties with a considerable influence are the Company's Board of Directors and Management.
During 2005, no transactions took place between the Company and its related parties.
6. Board of Directors and Management
Listed below are the Board of Directors' and the Management's shareholdings in Rella Holding A/S as well as their managerial positions in other Danish limited companies:
Board of Directors
Number of shares
Other managerial positions
Henrik Christrup, Chairman
0
Dana Lim A/S, A/S Dampskibsselskabet
D.F.K., Nyinvest A/S (BF). Mærsk Olie og
Gas A/S, Maersk Oil Qatar A/S, Mærsk Olie
Algeriet A/S (BM).
Henning Arnth-Jensen
424,060
None
Jonna Kjeldsen
817,100*
Montra Hotel A/S (D). IC Electronic A/S, Rivimmo A/S (BM).
Henrik Schrøder
158,200
Johs. Rasmussen, Svebølle A/S, Penol A/S ( BF). Chr. Olsen Holding A/S, Zensys A/S (BM). TTiT AS, TTiT Ejendomme A/S (D and BM).
Management
Jens Arnth-Jensen
316,591
Ringkjoebing Landbobank A/S (ABM)
*Through Montra Foundation (BF) = Chairman, (BM) = Board member, (ABM)= Advisory Board Member, (D) = Managing Director
Rella Holding A/S
23
_________________________________________________________________________________________________________________________________________________________________________________________________
DEFINITION OF RATIOS | 5 |
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