Athelney Trust plc
Annual Report
for the year ended 31 December 2010
COMPANY NUMBER: 02933559
Athelney Trust plc
CONTENTS
Directors of the Company
Chairman's Statement and Business Review
Corporate Governance Statement
Investment and Portfolio Analysis
Report of the Directors
Directors’ Remuneration Report
Independent Auditors’ Report
Income Statement
Reconciliation of Movements in Shareholders’ Funds
Balance Sheet
Cash Flow Statement
Notes to the Financial Statements
Officers and Financial Advisers
Notice of Annual General Meeting
For your notes
Form of Proxy
2 - 3
4 - 7
8 - 11
12 - 14
15 - 18
19 - 20
21 - 22
23
24
25
26
27 - 34
35
36 - 37
38
39 - 40
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Athelney Trust plc
DIRECTORS OF THE COMPANY
The Directors of the Company are:
Hugo Deschampsneufs, non-executive Chairman
Hugo Deschampsneufs, aged 65, has spent his entire working career in finance and is a fellow of the Institute of Chartered
Accountants in England and Wales (FCA). He qualified with Binder Hamlyn. He has worked for the Rank Organisation
and National CSS Inc., a subsidiary of Dunn & Bradstreet. In 1979 he joined Manchester Exchange & Investment Bank,
leaving in 1989 as Director of Leasing Operations. For the next 20 years, he held the position of Finance Director of
Longriver Holdings Limited, a group with assets of £70 million, specialising in the leasing of fixture-type assets to local
authorities, in which his diverse roles encompassed the disciplines of marketing and legal. He currently acts as adviser in
the leasing industry. His work in both the accounting profession and investment banking has given him extensive
knowledge in a wide-ranging variety of business sectors. He has considerable experience of asset management both as a
non-executive Director of Dunbar Boyle & Kingsley Holdings, the holding company of a firm of stockbrokers, and as a
Director of Athelney Trust plc since its formation.
David Horner, non-executive Director
David Horner aged 51, qualified as a Chartered Accountant in 1985 with Touche Ross & Co before joining 3i Corporate
Finance Limited in 1986 where he was a manager giving corporate finance advice. In May 1993, he joined Strand Partners
Limited and was appointed a Director in January 1994, where he carried out a range of corporate finance assignments
identifying, structuring and managing investments in quoted and unquoted companies. In October 1997 he left to set up
Chelverton Asset Management Limited, which specialises in managing portfolios of private companies and small to
medium-sized public companies. He was responsible for setting up Chelverton Growth Trust plc and, since May 1999, has
managed the Small Companies Dividend Trust plc.
Robin Boyle, Managing Director
The assets of the Company have been managed since formation by Robin Boyle, the Managing Director of the Company.
Aged 66, he has spent the last forty two years in a number of different roles with institutional fund management and stock
broking firms but always retaining an intense interest in Small Caps. His first job in the City of London was with the
company that eventually became Gartmore; he then went on to Panmure Gordon, Hoare Govett and Capel-Cure Myers
before becoming founder, major shareholder and Managing Director of a private stock broking business, Dunbar Boyle &
Kingsley, which he sold in 1994. From 2000 to 2006 he was co-manager of Small Companies Dividend Trust Plc run by
Chelverton Asset Management Limited. Between 2006 and 2008 he was non-executive Director of Capcon Holdings plc,
an AIM-traded commercial investigations and stocktaking business.
Additional Directors
On 28 June 2010 the Board appointed Jonathan Addison as a director (non-executive) of the company and Manny Pohl as
an alternate director, both appointments will be submitted for shareholder approval at the next Annual General Meeting.
Their respective C.Vs are:
Jonathan Lancelot Addison, non-executive Director
Jon Addison, aged 57, has over 30 years experience in the investment management industry, including wide experience in
superannuation. Currently he is the Investment Manager, (part time), formally Fund Manager of the Meat Industry
Employee Superannuation Fund (MIESF) whom he joined in 1999 and where he is responsible for the investment
management of the fund. Prior to his appointment to MIESF, Jon was a Director and Asset Consultant within the corporate
finance section of PricewaterhouseCoopers and in this role was responsible for establishing an investment consulting
practice with clients ranging from superannuation funds to insurance funds and funds managers. Prior to that, he was a
manager Investment Consultant at Sedgwick Noble Lowndes. Jon holds Non Executive Directorships with, African
Enterprise Limited, African Enterprise New Zealand Limited, African Enterprise International, Hawksbridge Limited,
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Athelney Trust plc
DIRECTORS OF THE COMPANY
(CONTINUED)
Global Masters Fund, TPCG Limited and Phosphagenics Limited. Jon holds a Bachelor of Economics Degree and a
postgraduate diploma from the Institute of Company Secretaries and is a member of the Australian Institute of Company
Directors and has addressed a number of Australian and International conferences on investment related matters.
Dr Emmanuel Clive Pohl, alternate non-executive Director
Manny Pohl, aged 56, founded Hyperion Asset Management Limited in 1996 and has headed the business through its
evolution into today’s independent funds management company with A$2.6 bn in funds under management. He is
responsible for managing the overall business as well as the investment of client portfolios. Manny has nearly 25 years of
investment experience, initially as head of research for leading South African broking firm, Davis Borkum Hare, followed
by Westpac Investment Management in Australia after he emigrated to Australia in 1994. His engineering background
gives him a methodical and disciplined approach to his role. Manny holds engineering and MBA degrees from the
University of Witwatersrand and a doctorate in Business Administration (Economics) from Potchefstroom University. He
has served on the Boards of several major corporations in his native South Africa and adopted home Australia.
3
Athelney Trust plc
Waterside Court, Falmouth Road, Penryn, Cornwall, TR10 8AW
Telephone: 01326 378 288 Email: hugo@athelneytrust.co.uk
CHAIRMAN’S STATEMENT AND BUSINESS REVIEW
I have the pleasure of enclosing the results for the year ended 31 December 2010. The salient points are as follows:
(cid:120) Audited Net Asset Value (“NAV”) was 142p per share (31 December 2009: 127p) an increase of 11.9 per cent.
(cid:120) Gross Revenue increased by 15.7 per cent to £142,303 (31 December 2009: £122,963).
(cid:120) On a like-for-like basis gross revenue rose by 5.49 per cent to £129,715 compared with the full year to 31
December 2009 of £122,963
Revenue return per ordinary share was 5.7p, an increase of 7.5 per cent (31 December 2009: 5.3p).
Recommended dividend of 4.9p per share (2009: 4.75p), an increase of 3.2 per cent.
(cid:120)
(cid:120)
Review of 2010
The salary of the chief executive of the large corporation is not a market award for achievement. It is frequently in the
nature of a warm personal gesture by the individual to himself – J.K. Galbraith.
My overriding impression of 2010 was of one catastrophe followed by another: the terrible loss of life in the Haiti
earthquake, the volcanic ash at Eyjafjallajokull (how does one pronounce that by the way?) which brought Europe and its
airlines to ground in May, floods, fires and other earthquakes too numerous to mention, and the travel chaos at Christmas.
Nor must I forget the BP oil spill.* Then there was the General Election, the formation of a Coalition Government,
followed by the Comprehensive Spending Review which promised to sort out this country’s budgetary problems in a mere
four years. In between all that, we had the sight of European politicians taking on the markets and having their bluff called.
First they were caught out on Greece, where a no-bailout agreement became a £65bn rescue. Next, they created a bailout
fund of £400bn hoping that the size of the thing would shock markets into submission: six months later Ireland had to be
saved. Politicians then agreed a permanent fund, due in 2013, which made matters worse by being subsequently diluted. O
dear!
Against expectations, 2010 was a year when it was hard to lose money: all one needed to grasp was that the eurozone’s
fringes had a serious problem and so avoid anything to do with Portugal, Ireland, Italy, Greece and Spain. New York rose
by 13 per cent, London by 11 per cent and, although Tokyo fell by 2 per cent, the strong currency would have produced an
overall gain of 11 per cent if one was investing using British pounds. So much for the major markets: plusses for smaller
markets saw Argentina +51 per cent, Indonesia +44 per cent, Thailand +40 per cent, Chile and Denmark +36 per cent and
Columbia +35 per cent. If you didn’t get too many of those (I certainly didn’t) then perhaps you avoided these: Greece-36
per cent, Spain-19 per cent, China –17 per cent (this gets my vote for the one major surprise) and Italy –12 per cent. As to
picking out the best investments for 2010, I think that Paul the Octopus (so good at forecasting the results of World Cup
football matches) would have been hard pressed. Equity markets in fashionable areas like China and Brazil went
backwards, the oil price went sideways, as did property prices. Defying its critics (including me), gold continued its
apparently inexorable rise.
Commodities promised much but some, like cocoa, lost ground: others, such as cotton, posted strong gains but not even a
heat-seeking missile could track the violent swings in many commodities. Perhaps to calm themselves down, investors
turned to fine wines. The value of investment-grade Claret rose by 32% on the back of demand from Asia but wine has a
great advantage over all other types of investment in that both winners and losers may buy the stuff – the former to
celebrate, the latter to commiserate. No wonder the average annual return on fine wine over the past fifteen years is more
than 15%, a performance which few other asset classes can match. More of this later.
Overall, then, a pretty decent year – indeed, with two victories against Australia in both Rugby and cricket and the Ryder
Cup coming back to Europe, some of us reckoned it was not at all bad.
*BP lost 340,000 times what it saved by not running a particular test on its Macondo well in the Gulf of Mexico. Source –
Tim Harford, author of the Undercover Economist.
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Athelney Trust plc
CHAIRMAN’S STATEMENT AND BUSINESS REVIEW
(CONTINUED)
Look around the world and the forces are massing. On one side are Californian prison guards, London tube drivers, French
railworkers, Greek civil servants and teachers everywhere. Opposite stand various cash-strapped governments. Even the
mere mention of cuts has brought public-sector workers onto the streets of Europe: when the austerity plans are put into
action, expect much worse. Perhaps not a re-run as fought out so brutally between capital and labour in Thatcher’s Britain,
more as one between the taxpayers and the ‘tax eaters’ (William Cobbett). Politicians have repeatedly given in to the
unions by increasing pensions, adding holidays or dropping reforms as well as bumping up pay. This time they have to
fight because they are so short of money but it is crucial that the war must be won in the right way.
Amid all the pain of austerity, there exists a huge opportunity to redesign government by focusing on productivity and
improving services, not just cutting costs. The immediate battle will be over benefits – holidays are often absurdly
generous but the real issue is pensions. Sixty-five should be the minimum retirement age for those who work in classrooms
and offices and new civil servants should be switched to defined-contribution pensions.
Private sector productivity has soared in the West over the last 25 years – companies have achieved this because they have
the freedom to manage, to experiment, to expand successful initiatives, to close down bad ones, to promote talented people.
Across the sector, unions have fought all of this, most cruelly in education. It is harder to reconstruct government than
business but even small productivity gains can bring large savings. The coming battle should be about delivering better
services, not about cutting resources and focusing on productivity should help politicians redefine the debate. The
imminent retirement of the baby-boomers is a chance to hire a new generation of workers with different contracts.
Politicians face a choice: push ahead, reform and create jobs in the long term or give in again, cut services and raise more
taxes.
The debate about bankers’ pay often generates plenty of heat but precious little light yet it is vitally important that the rules
on pay should make banks safer. I have long believed that bonuses (both immediate and deferred) should be paid in new
shares, which would strengthen the bank’s ability to absorb losses, even if the bankers sold their bonus shares in the
secondary market. But now we have a new type of security called cocos (Do you mean cocoa?: Ed.) which would be
absolutely ideal for the job. Cocos (Contingent Convertible Bonds) convert into ordinary shares in situations of great
financial stress and would consequently strengthen the capital of the issuing bank. Unlike bonuses paid in new shares,
however, the cocos would offer no upside gain, the best outcome being that the holder would be repaid at maturity. Having
to hold their cocos to maturity would align the bankers’ interests with the depositors and other bondholders rather than the
equity investors. Surely that would make for safer banks. Paradoxically, this might mean bonuses going up initially but
that would be a price well worth paying.
Shock number one, shortly after Athelney Trust’s year end, was contained in the announcement that inflation as measured
by the Consumer Price Index had shot up to 3.7 per cent for the year 2010. Immediately, there were calls to tighten policy
by raising interest rates but, like many a knee-jerk reaction, this would be just plain wrong since there is every sign that this
overshooting might not continue. Why not? According to the Treasury, the latest average forecast for growth of the
economy in 2011 is 1.9 per cent compared with the even more muted forecast from the O.E.C.D. of a mere 1.2 per cent.
Broad money (M4) rose by only 2 per cent in the year to September and there is a huge tightening under way because of
spending cuts and tax and National Insurance rises. The O.E.C.D. says that the output gap, the difference between actual
and potential output, is as high as 4 per cent. Unemployment is at 8 per cent and unit labour costs are only rising at 1.5 per
cent and there is no sign of that ominous trend, the wage-price spiral. In short, leave interest rates well alone unless there is
some sign that inflationary expectations are rising and that they are being reflected in wage settlements.
The second shock was the news, issued just a couple of weeks after the first, that the economy had shrunk by 0.5 per cent
in the fourth quarter of 2010. The cold winter kept customers away from hotels, airports and leisure centres and stopped
building work. Statisticians reckon that, without the bad weather, the economy would have been flat but that is far from
certain. Business surveys had indicated that progress was slowing but there was still some growth yet history tells us that it
is not unusual for recoveries to stall. Experience cautions against reacting to one set of bad numbers but what if cold
weather was not to blame and it became obvious that the economy had lost momentum? That Mr Osborne has a plan for
fixing the budget deficit is welcome (it would be very nice if America had one, too) and the spending cuts should not be
delayed but the introduction of new taxes should be scrapped if more bad figures emerge.
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Athelney Trust plc
CHAIRMAN’S STATEMENT AND BUSINESS REVIEW
(CONTINUED)
Now we turn from an economy that can scarcely grow at all to one which is growing so fast that some economists believe
that it will overtake that of America in the next 40 years – China. But are things quite as rosy as they appear to be?
Thinking back, I remember in the 1970s we were told that Japan would overtake the U.S. about the year 2000 and, even
harder to believe, in the 1960s it was forecast that Russia would become the top economy, based on the rapid growth in the
1950s as the latter industrialized.
Perhaps forecasts about China have more to them – output has grown by 9.9 per cent per year since 1979. In three decades,
only once has annual growth dropped below 4 per cent: over the same period, the U.K. has only twice grown by more than
4 per cent. To my mind, this rate of progress is unsustainable as productivity catches up with other developing countries.
Japan, South Korea and Taiwan sustained their high growth only for about three decades. After Japan’s period of
industrialization, growth halved to 4.6 per cent for the next 25 years before slowing down to virtually nothing. What could
cause a slowdown in China? Fiscal and monetary tightening to control food inflation could work too well. The housing
bubble in the large cities could burst, leaving indebted individuals and local authorities in a mess. Finally, the state-
controlled banks may need another huge injection of cash to make up for all their wild lending in recent years. Any or all
of these suggests to me that China is not the right place to invest at the moment.
O no, not more about Europe I hear you cry! But yes, I would like to mention the Europe Financial Stability Fund (EFSF)
because I don’t think that it is anything like big enough or designed well enough. The U.S. Treasury’s Troubled Asset
Relief Programme (TARP) started out as a vehicle for buying up toxic assets from U.S. banks and subsequently became
something completely different, a way of recapitalizing those banks. The EFSF has raised money in the market towards
the rescue of Ireland and as part of its mission to provide liquidity for those countries frozen out of capital markets. In
practice, the size of the fund is only £220 billion and I worry that it would not be enough to fund Ireland, Greece and
Portugal. But just think about Spain, which has £400 billion of financing needs up to the end of 2013, Belgium has £160
billion and Italy a whopping £700 billion – and that is before we get round to the banks. Many are under-capitalized –
Spain’s cajas (savings banks) may need up to £75 billion, for example. Like the TARP, the EFSF must change tack and
raise a great deal more money.
Now that Mr Gordon Brown has run away to Scotland, I find I must direct my steady gaze at Ed Balls, recently appointed
shadow chancellor after a long stint as Chief Secretary to the Treasury in the last Labour Government. He is attempting to
portray the Conservatives as the bankers’ best friends: in the absence of any deal forcing banks to lend more to small
business, Mr Balls claimed that it was ‘typical of a Conservative Party which has not been on the case with the banks since
it took office and opposed tougher regulation throughout the last decade before the global financial crisis hit.’ Could this
be the same Mr Balls whose speech to the City of London Corporation in October 2006 included the boast that ‘our light-
touch and risk-based regulatory approach – combined with the great pool of talent gathered from across the planet – that
underpins London’s success as a modern international financial centre.’ And again, this time to the British Bankers’
Association, ‘It is your success and the strength of the economy that enables you to fulfil your wider social
responsibilities.’ Is this man a hypocrite? Surely not.
Finally, under this sub-heading, some clever people at the International Monetary Fund (IMF) have pointed out the close
correlation of price movements between fine wine and crude oil, although they do not start from the same place. A bottle
of really good Claret bottled in 1982, for instance, might cost north of £3,000 whereas the equivalent amount of Chateau
Brent sells for only 30p. Yet between 1998 and 2010, there was a correlation of over 90 per cent between changes in oil
and wine prices. Emerging markets have accounted for more than 100 per cent of the increase in global oil demand, while
oil consumption in rich countries has declined. Similarly, rising incomes in emerging countries has encouraged wine
drinking, whereas consumption in Europe, notably France and Italy, has declined. China overtook Britain in 2010 as the
biggest export market for Claret. Much of the demand from Asia is for drinking, not investment, whereas wine has become
a fashionable way to diversify a portfolio here in Europe. Western wine buffs accuse the Chinese of not knowing how to
drink good wine, horrified by reports of good reds being mixed with Coca-Cola or being knocked back in one (Shurely
shum mishtake: Ed.).
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Athelney Trust plc
CHAIRMAN’S STATEMENT AND BUSINESS REVIEW
(CONTINUED)
Results
Gross Revenue increased by 15.7 per cent compared to 2009 but this amount included a special dividend of £12,588 from
GVC Holdings, formerly Gaming VC Holdings. If that is excluded altogether then, on a like-for-like basis, Gross Revenue
actually rose by 5.49 per cent. However, if GVC had declared an unchanged interim dividend (in fact, it declared no
interim at all) and a correspondingly smaller special dividend, then Gross Revenue would have increased by 9.6 per cent.
Companies paying dividends
Companies sold (therefore no true comparison)
Companies purchased (therefore no true comparison)
Increased total dividends in the year
Reduced total dividends in the year
No change in dividend
Capital Gains
Number
64
11
14
27
22
2
During the year the Company realised capital profits arising on the sale of investments in the sum of £93,459 (31
December 2009: £118,623).
Portfolio Review
Holdings of ACM Shipping, Chaucer Holdings, Hardy Underwriting Bermuda, Haynes Publishing Group, HMV, Local
Shopping REIT, Morson Group, Omega Insurance, Paypoint, Randall & Quilter and Wincanton were all purchased for the
first time. Additional holdings of Alumasc, Charles Taylor Consulting, Renew Holdings, Macfarlane Group, Matchtech,
Mucklow Group and Town Centre Securities were also acquired. Havelock Europe, NWF Group, Severfield Rowen and
WSP Group were all sold. In addition, a total of four holdings were top-sliced to provide capital for the new purchases.
Dividend
The Board is pleased to recommend an increased annual dividend of 4.9p per ordinary share (2009: 4.75p). This represents
an increase of 3.2 per cent over the previous year. Subject to shareholder approval at the Annual General Meeting on 27
April 2011, the dividend will be paid on 4 May 2011 to shareholders on the register on 8 April 2011.
Update
The unaudited NAV at 28 February 2011 was 142.1 p whereas the share price on the same day stood at 135p. Further
updates can be found on www.athelneytrust.co.uk
Prospects
What about 2011? Well, it doesn’t take a rocket scientist to work out that it is going to be a very hard year for us as
consumers. The rise in VAT, increases in income tax and National Insurance, inflation likely to be running at 5% in the
Spring/Summer period, more unemployment and so on will all impact on our ability to spend in the shops. As investors,
though, we may do better – I have pencilled in a gain in equity markets of 8-12% for the year with a rise in total dividends
thanks to BP (and Lloyds in 2012).
H.B. Deschampsneufs
Chairman
28 February 2011
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Athelney Trust plc
CORPORATE GOVERNANCE STATEMENT
Combined Code
The Board is committed to achieving and demonstrating high standards of Corporate Governance as set out in the
Combined Code on Corporate Governance (Combined Code) published in June 2008. The Combined Code can be found
on the Financial Reporting Council (FRC) website www.frc.org.uk. The Board considers that it has complied with all the
provisions of the Combined Code except in matters identified and explained below.
The Board also confirms that, to the best of its knowledge and understanding, procedures were in place to meet the
requirements of the Combined Code relating to internal controls throughout the year under review. This statement
describes how the principles of the Combined Code have been applied in the affairs of the company.
The Company has not complied with the provisions of the Combined Code in respect of the following:
(cid:120) Due to the size of the Board, formal performance evaluations of the Chairman, the Board, its Committees
and individual Directors are not undertaken. Instead it is felt more appropriate to address matters as and
when they arise.
(cid:120) Due to the size of the Board, it is felt inappropriate to appoint a senior independent non-executive
Director.
(cid:120) All the Directors have service contracts but no limit has been imposed on the overall length of service,
however all Directors are required to retire and, if appropriate, seek re-election at least every three years.
The recommendation of the Code is for fixed term renewable contracts.
(cid:120)
(cid:120)
The Company has just one employee, other than Board members, the Company Secretary, whose line of
communication in relation to whistle-blowing is to the Chairman of the Company.
The Company does not have a Nominations Committee, as a Board of only five Directors who liaise
continuously throughout the year and are aware of their obligations to consider recruitment of further
directors as and when the occasion occurs, such a Committee is not considered necessary.
The Board
The Board currently comprises:
Robin Boyle, Managing Director
Hugo Deschampsneufs, Chairman (non-executive)
David Horner, non-executive
Jonathan Addison, non-executive
Manny Pohl, alternate non-executive
Hugo Deschampsneufs and David Horner are members of the Audit Committee and the Remuneration Committee, David
Horner being Chairman of each Committee.
Board Responsibilities and Relationship with Investment Manager
The Board is responsible for the investment policy and strategic and operational decisions of the Company and for ensuring
that the Company is run in accordance with all regulatory and statutory requirements. These matters include:
(cid:120)
(cid:120)
(cid:120)
The maintenance of clear investment objectives and risk management policies, changes to which require Board
approval;
The monitoring of the business activities of the Company, including investment performance and annual
budgeting; and
Review of matters delegated to the Investment Manager and Company Secretary.
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Athelney Trust plc
CORPORATE GOVERNANCE STATEMENT
(CONTINUED)
The Investment Manager ensures that Directors have timely access to all relevant management and financial information to
enable informed decisions to be made and contacts the Board as required for specific guidance. The Company Secretary
and Investment Manager prepare monthly reports for Board consideration on matters of relevance, for example current
valuation and portfolio changes, dividend comparisons with previous years, cash availability and requirements and a
breakdown of shareholdings by listing and sector. The Board takes account of Corporate Governance best practice.
In consequence of being a company with only five Directors, a Directors’ and Officers’ Liability Insurance policy has not
been arranged but is a matter constantly under review by the Board.
Committees of the Board
The Board has appointed a number of Committees as set out below to which certain Board functions have been delegated.
Each of these Committees has formal written terms of reference, which clearly define their responsibilities and incorporate
the best practice recommendation and requirements of the Combined Code.
Board Membership
At the year end the Board consisted of five Directors. The Directors believe that the Board has the balance of skills,
experience, ages and length of service to enable it to provide effective leadership and proper governance of the Company.
The Directors possess a range of business and financial expertise relevant to the direction of the Company and consider that
they commit sufficient time to the Company’s affairs. Brief biographical details of the Directors can be found on page 2.
The Directors of the Company meet at regular Board Meetings, held at least once a quarter and additional meetings and
telephone meetings are arranged as necessary. During the year to 31 December 2010, the Board met five times and all
Directors were present at all Board Meetings with the exception of Jonathan Addison and Manny Pohl who were elected on
28 June 2010. Of the three Board Meetings following appointment, none were attended by Jonathan Addison and Manny
Pohl attended one.
Chairman and Senior Independent Director
The Chairman, Hugo Deschampsneufs, is independent. He considers himself to have sufficient time to commit to the
Company’s affairs.
Given the size and nature of the Board it is not considered appropriate to appoint a senior independent Director.
Directors’ Independence
In accordance with the Listing Rules for investment entities, the Board has reviewed the status of its individual Directors
and the Board as a whole. The non-executive Directors are considered by the Board to be independent and free of any
business or other relationship which could interfere with the exercise of their independent judgement.
Hugo Deschampsneufs and David Horner were appointed at the 2010 Annual General Meeting for a term to expire at the
next Annual General Meeting. Jonathan Addison and Manny Pohl were appointed by the Board on 28 June 2010. All four
non-executive Directors offer themselves for re-election at the forthcoming Annual General Meeting.
Audit Committee
The Audit Committee comprises two of the independent Directors, with David Horner as Chairman. The Committee met
once during the year ended 31 December 2010. Both committee members were present. It is intended that the Committee
will meet at least once a year, to approve the Company’s Annual Report and Accounts.
9
Athelney Trust plc
CORPORATE GOVERNANCE STATEMENT
(CONTINUED)
The primary responsibilities of the Audit Committee are: to review the effectiveness of the internal control environment of
the Company and monitor adherence to best practice in corporate governance; to make recommendations to the Board in
relation to the re-appointment of the Auditors and to approve their remuneration and terms of engagement; to review and
monitor the Auditors’ independence and objectivity and the effectiveness of the audit process and to provide a forum
through which the Company’s Auditors report to the Board. The Audit Committee also has responsibility for monitoring
the integrity of the financial statements and accounting policies of the Company and for reviewing the Company’s financial
reporting and internal control procedures. Committee members consider that individually and collectively they are
appropriately experienced to fulfil the role required.
The Audit Committee has direct access to the Company’s Auditors, Clement Keys Chartered Accountants. A formal
statement of independence is received from the external auditors each year.
The Chairman of the Audit Committee will be present at the Annual General Meeting to deal with any questions relating to
the accounts.
The Committee met once during the year.
Remuneration Committee
The Remuneration Committee comprises Hugo Deschampsneufs and David Horner. David is Chairman. The Committee
will meet as necessary to determine and approve Directors’ fees, following proper consideration of the role that individual
Directors fulfil in respect of Board and Committee responsibilities, the time committed to the Company’s affairs and
remuneration levels generally within the Investment Trust Sector.
Under Listing Rule 15.6.6, the Code principles relating to directors’ remuneration do not apply to an investment trust
company other than to the extent that they relate specifically to non-executive directors. Detailed information on the
remuneration arrangements can be found in the Directors’ remuneration report on pages 19 to 20 and in note 4 to the
financial statements.
The Committee met once during the year and both committee members were present at the meeting.
Company Secretary
The Company Secretary, John Girdlestone FCA, is responsible for ensuring that Board and Committee procedures are
followed and that applicable regulations are complied with. The Secretary also ensures timely delivery of information and
reports and that the statutory obligations of the Company are met.
Independent Professional Advice
There is an agreed procedure for Directors to seek independent professional advice if necessary at the Company’s expense.
Institutional Investors – Use of Voting Rights
The Investment Manager and Managing Director, Robin Boyle, in the absence of explicit instruction from the Board, is
empowered to exercise discretion in the use of the Company’s voting rights.
Going Concern
After due consideration, the Directors have concluded that the Company has adequate resources to continue in operational
existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the
financial statements.
10
Athelney Trust plc
CORPORATE GOVERNANCE STATEMENT
(CONTINUED)
Internal Control Review
The Board is responsible for establishing and maintaining the Company’s systems of internal control and for reviewing
their effectiveness. Adequate internal controls are in place for identifying, evaluating and managing risks faced by the
Company. This process, together with key procedures established with a view to providing effective financial control, has
been in place for the full financial year and up to the date the financial statements were approved.
Internal Control Assessment Process
The Directors acknowledge their responsibility for the Company’s system of internal controls and for reviewing its
effectiveness on a regular basis. The system of internal controls is designed to manage rather than eliminate risk and can
only provide reasonable but not absolute assurance against material misstatement or loss. This responsibility covers the
key business, operational, compliance and financial risks facing the company.
The procedures in place ensure that consideration is given regularly to the nature and extent of the risks facing the
Company and that they are being actively monitored. Where changes in risk have been identified during the year they also
provide a mechanism to assess whether further action is required to manage the risks identified. The Board confirms that
these procedures have been in place throughout the Company’s financial year, are operating effectively and continue to be
in place up to the date of approval of this Report.
Internal Audit
The company does not have an internal audit function. The day-to-day management functions are dealt with by the
Managing Director, Robin Boyle, and Company Secretary, John Girdlestone, where each is aware of the daily undertakings
of the other. The Board as a whole receives regular monthly reports clearly setting out the transactions of that month.
The Audit Committee carries out an annual review of the need for an internal audit function. The Committee continues to
believe that the compliance and internal control systems and the internal audit function provided by the Investment
Manager and Company Secretary give sufficient assurance that a sound system of internal control, which safeguards
shareholders’ investment and the Company’s assets, is maintained. An internal audit function, specific to the trust, is
therefore considered unnecessary.
Dialogue with Shareholders
The Board place great importance on communication with shareholders and all Directors are available to enter into
dialogue with shareholders. Major shareholders of the Company are offered the opportunity to meet with the independent
non-executive Directors of the Board to ensure that their views are understood. The Annual General Meeting provides a
forum for communication with all shareholders, who are encouraged to attend and vote. During the AGM, the Board,
including the Investment Manager, are available to discuss issues affecting the Company and shareholders have the
opportunity to address questions to them.
The Annual and Half Yearly Reports of the Company are prepared by the Board and its advisers to present a full and
readily understandable review of the Company’s performance. Copies are available for downloading from the Company’s
website www.athelneytrust.co.uk and on request from the Company Secretary on 01326 378288. Copies of the Annual
Report are mailed to shareholders who have requested paper copies.
Voting Policy
The Company has given discretionary voting powers to the Investment Manager, Robin Boyle. The Manager votes against
resolutions he believes may damage shareholders’ rights or economic interests.
R.G. Boyle
Managing Director
11 March 2011
11
Athelney Trust plc
INVESTMENT AND PORTFOLIO ANALYSIS AT 31 DECEMBER 2010
Stock
Holding
Value (£)
Aerospace and defence
Chemicals
Construction and materials
Umeco
Treatt
Alumasc
Clarke (T)
Renew Holdings
Electronic and electrical equipment
XP Power Ltd
Food and beverages
General financial
Healthcare equipment and services
Industrial engineering
Industrial transportation
Insurance
Media
Wynnstay Group
Albemarle & Bond
Arbuthnot Banking Group
Camellia
Charles Taylor Consulting
Jarvis Securities
Park Group
Randall & Quilter
RSM Tenon
S & U
Consort Medical
Tristel
Fenner
Goodwin
Hill & Smith
Slingsby (H.C)
Vitec
ACM Shipping
Braemar Shipping Services
Clarkson
Fisher (James)
Wincanton
Chaucer Holdings
Chesnara
Hardy Underwriting Bermuda
Omega Insurance
Personal Group Holdings
Chime Communications
Haynes Publishing Group
Huntsworth
M&C Saatchi Plc
Quarto Group Inc Com
12
13,750
10,500
42,000
26,700
70,000
10,000
20,000
15,000
10,000
1,000
25,000
25,000
200,000
29,042
62,000
8,000
8,000
75,000
16,000
3,000
20,000
4,000
13,000
16,000
13,000
5,000
5,500
14,000
65,000
16,000
15,000
30,000
17,500
20,000
15,000
55,000
45,000
40,500
SECTOR
£
60,809
37,800
%
2.19%
1.37%
115,532
4.17%
60,809
37,800
51,660
30,972
32,900
104,200
104,200
3.77%
58,600
47,100
40,600
94,250
41,250
33,750
62,000
26,210
35,650
47,360
38,800
45,750
57,087
37,500
55,100
26,000
76,050
34,720
68,900
56,550
27,473
24,150
33,963
37,680
41,250
28,800
49,000
44,400
34,050
38,638
57,150
52,650
58,600
2.12%
428,170
15.46%
84,550
3.06%
251,737
9.10%
211,793
7.66%
190,693
6.89%
226,888
8.20%
Athelney Trust plc
INVESTMENT AND PORTFOLIO ANALYSIS AT 31 DECEMBER 2010
(CONTINUED)
Stock
Holding
Value (£)
SECTOR
£
%
27,200
0.98%
148,056
5.35%
74,700
2.70%
153,340
5.54%
376,830
13.63%
89,288
3.23%
126,500
4.57%
27,200
38,500
26,100
36,156
47,300
58,500
16,200
19,200
58,140
76,000
55,800
26,880
60,000
40,250
35,400
29,100
39,050
32,850
57,500
49,800
39,488
30,800
64,500
31,200
2,766,686
100%
49,476
2,816,162
1,983,081
Mining
Real Estate - REITs
Real Estate - Real Estate
Investments & Services
Retailers
Support services
Technology software and services
Travel and leisure
ATH Resources
Local Shopping REIT
McKay Securities
Mucklow Group
Town Centre Securities
Mountview Estates
Smart (J) & Co.
HMV
H & T Group
Stanley Gibbons
Interior Services Group
Latham (James)
Macfarlane Group
Matchtech
Morson Group
Nationwide Accident Repair
Paypoint
RWS Holdings
VP
Group NBT
Phoenix IT
Air Partner
Cineworld
GVC Holdings
Portfolio Value
Net Current Assets
TOTAL VALUE
Shares in issue
Audited NAV
142p
40,000
70,000
22,500
12,500
27,500
1,500
4,000
60,000
17,000
47,500
30,000
14,000
200,000
17,500
30,000
30,000
11,000
9,000
25,000
12,000
15,000
7,000
30,000
30,000
£
£
£
13
Athelney Trust plc
INVESTMENT AND PORTFOLIO ANALYSIS AT 31 DECEMBER 2010
(CONTINUED)
Portfolio By Sectors
2.19% 1.37%
4.18%
4.57%
3.23%
3.77%
2.12%
15.46%
3.06%
0.00%
9.10%
13.63%
5.54%
2.70%
5.35%
0.98%
Aerospace and defence
Electronic and electrical equipment
Healthcare equipment and services
Industrial transportation
Mining
Retailers
Travel and leisure
8.20%
6.89%
7.66%
Chemicals
Food and beverages
House, leisure and personal goods
Insurance
Real Estate - REITs
Support Services
Construction and materials
General financial
Industrial engineering
Media
Real Estate Investments & Services
Technology software and services
Portfolio By Listing
35%
13%
4%
48%
Fledgling
Non Indexed
Small Caps
AIM
14
REPORT OF THE DIRECTORS OF
Athelney Trust plc
The directors present their report and audited financial statements of the Company for the year ended 31 December 2010.
This report also contains certain information required in accordance with s992 of the Companies Act 2006.
Principal Activity and Business Review
The principal activity of the Company is that of an investment trust. The investment objectives of the Company are to
achieve long term capital growth while at the same time producing a progressive income return.
Investments made by the Company are primarily in the equity securities of both unquoted and quoted UK companies,
including smaller companies with a market capitalisation of below £50 million.
During the period, the Company followed the normal activities of an investment trust. Details of these are given in the
Chairman’s Statement and Business Review on pages 4 to 7.
Current and Future Developments
A review of the main features of the year and outlook is contained in the Chairman’s Statement and Business Review on
pages 4 – 7.
Environmental Issues
The Board has taken steps to reduce any adverse impact on environmental issues and will continue to address this
important matter.
Social and Community Issues
The Company has only two employees and, as far as the Board is aware, no issues exist in respect of social or community
issues.
Principal Risks and Risk Management
The major risks associated with the Company are market and liquidity risk. The Company has established a framework for
managing these risks. The Directors have guidelines for the management of investments and financial instruments.
The Company’s assets consist mainly of listed securities and its principal risks are therefore market-related. The Company
is also exposed to currency risk in respect of a small number of investments held in overseas markets. More detailed
explanations of these risks and the way which they are managed are contained in note 13 to the accounts.
Directors and Their Interests
The directors who held office during the year and their interest in the ordinary shares of the Company are stated below:
H.B. Deschampsneufs
R.G. Boyle
D.A. Horner
31 December 2010
78,038
443,970
20,000
1 January 2009
78,038
443,970
20,000
H.B. Deschampsneufs’ interest includes 19,163 (2009: 19,163) shares held in his Self-Invested Personal Pension. R.G.
Boyle’s interest includes 16,970 (2009: 16,970) shares held in his Self-Invested Personal Pension. D.A. Horner’s interest
includes 20,000 (2009: 20,000) shares owned by a pension fund in which D.A. Horner has an interest. Dr. E.C. Pohl holds
an interest of 5,000 shares in Global Masters Fund and an effective 20% interest in Hyperion Asset Management, a
company that has a controlling interest in Global Masters Fund. There have been no changes in the above Directors’
interests up to 28 February 2011.
15
REPORT OF THE DIRECTORS OF
Athelney Trust plc
(CONTINUED)
Included within R.G. Boyle’s holding is an interest in Trehellas House Limited, a company which holds 391,600 (2009:
391,600) ordinary shares representing 19.75 per cent of the company’s share capital. R.G. Boyle has separately entered into
an agreement with Hyperion Asset Management Limited giving Hyperion Asset Management Limited the ability to acquire
such number of shares from Trehellas House Limited as shall when taken with their existing holding not exceed 29.9% of
the issued equity share capital of the company. The price for any such sale and purchase has been agreed at the net tangible
asset value of each share as determined by the most recent published statement. This agreement amounts to a right of first
refusal only and there is no obligation on Trehellas House Limited to sell its shares at any particular time or, having
determined to sell those shares, no obligation on Hyperion Asset Management Limited to buy.
The Company does not have any contract of significance subsisting during the year, with any other company in which a
Director is or was materially interested.
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Directors' Report and the Financial Statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors
have elected to prepare the Financial Statements in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve
the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company
and of the total return of the Company for that period. In preparing these Financial Statements, the Directors are required
to:
select suitable accounting policies and then apply them consistently;
-
- make judgments and estimates that are reasonable and prudent;
-
state whether applicable UK Accounting Standards have been followed, subject to any material departures
disclosed and explained in the financial statements;
prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
-
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the preparation and dissemination of Financial
Statements and other information included in annual reports may differ from legislation in other jurisdictions.
Statement Under the Disclosure and Transparency Rules 4.1.12
The Directors confirm to the best of their knowledge:
- the financial statements, prepared in accordance with UK Accounting Standards, give a true and fair view of the
assets, liabilities, financial position and net return of the company; and
- the Directors Report includes a fair review of the development and performance of the business and the position
of the Company, together with a description of the principal risks and uncertainties it faces.
Capital Structure
At 31 December 2010 the Company’s capital structure consisted of 1,983,081 Ordinary Shares of 25p each (2009:
1,802,802 Ordinary Shares of 25p each).
16
REPORT OF THE DIRECTORS OF
Athelney Trust plc
(CONTINUED)
Allotment of Ordinary Shares
At the Annual General Meeting held on 5 May 2010 the shareholders approved the placing of 180,279 new Ordinary
Shares of 25p to Global Masters Fund and these were allotted at 120.15p per new ordinary share.
Dividends
The Ordinary Shares carry a right to receive dividends which are declared from time to time by an Ordinary Resolution of
the Company (up to the amount recommended by the Directors) and to receive any interim dividends which the Directors
may resolve to pay.
Capital Entitlement
On a winding up, after meeting the liabilities of the Company, the surplus assets will be paid to ordinary shareholders in
proportion to their shareholdings.
Voting
On a show of hands, every ordinary shareholder present in person or by proxy has one vote and on a poll every ordinary
shareholder present in person has one vote for every share he/she holds and a proxy has one vote for every share in respect
of which he/she is appointed.
Results and Dividends
The return on ordinary revenue activities before dividends for the year is £109,742 (2009: £94,825) as detailed on page 23.
It is recommended that a final dividend of 4.9p (2009: Nil) per ordinary share be paid. For the year 2009, an interim
dividend of 4.75p was paid on 1 April 2010.
Significant Shareholders
The Directors have been notified of the following major shareholdings in the Company that represent greater than 3% of
the voting rights:
Mr R.G. Boyle
Global Masters Fund
Mr G.W. & Mrs D.J. Whicheloe
NS Salvesen and Salvesen Family Trust
Mr H.B. Deschampsneufs
Mrs E. Davison
Mr D.C. & Mrs B.I. Mattey
Ordinary Shares
443,970
180,279
114,000
87,500
78,038
75,000
60,000
% of issue
22.39
9.09
5.75
4.41
3.94
3.78
3.03
There have been no changes in the above major shareholdings in the company up to 28 February 2011.
Tax Status
The Directors have considered the Close Company Tax Status of the Company and do not believe that the Company is a
Close Company.
17
REPORT OF THE DIRECTORS OF
Athelney Trust plc
(CONTINUED)
Payment of Suppliers
It is the Company’s policy to obtain the best possible terms for all business and, therefore, there is no consistent policy as
to the terms used. The Company contracts the terms on which business will take place throughout the year with its
suppliers. There are accrued expenses outstanding at the end of the year, all of which appear as creditors in the balance
sheet.
Disclosure of Information to Auditors
Each of the persons who are directors at the time when this Directors’ Report is approved has confirmed that:
-
-
so far as each Director is aware, there is no relevant audit information of which the Company’s auditors are
unaware; and
each Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of
any relevant audit information and to establish that the Company’s auditors are aware of that information.
The above confirmation is given and should be interpreted in accordance with the provision of Section 418(2) of the
Companies Act 2006.
Auditors
Clement Keys have expressed their willingness to continuing office as Auditors and a resolution proposing that they be re-
appointed and to authorise the Directors to determine their remuneration will be put to the Annual General Meeting.
BY ORDER OF THE BOARD
J. Girdlestone
Secretary
Waterside Court
Falmouth Road
Penryn
Cornwall
TR10 8AW
11 March 2011
18
Athelney Trust plc
DIRECTORS’ REMUNERATION REPORT
The Board has prepared this Report in accordance with the requirements of Section 421 of the Companies Act 2006. An
Ordinary Resolution will be put to the members to approve the Report at the forthcoming Annual General Meeting
The law requires the Company’s Auditors to audit certain disclosures provided. Where disclosures have been audited, they
are indicated as such. The Auditors’ opinion is included in their report on pages 21 and 22.
Remuneration Committee
The Company has a Remuneration Committee comprising Hugo Deschampsneufs and David Horner. David chairs the
meetings. The Committee considers and approves Directors’ remuneration.
Policy on Directors’ Remuneration
The Board’s policy is that remuneration of non-executive Directors should reflect the experience of the Board as a whole
and is determined with reference to comparable organisations and appointments. It is intended that this policy will
continue for the year ended 31 December 2011. The remuneration of the non-executive Directors are determined within the
limits set out in the Company’s Articles of Association. Directors are not eligible for bonuses, pension benefits, share
options, long-term incentive schemes or other benefits.
Directors’ Service Contracts
All the Directors have a service contract with the Company. The terms of their appointment provide that a Director shall
retire and be subject to re-election at the first annual general meeting after their appointment and at least every three years
after that.
The Managing Director Robin Boyle has a service contract commencing 21 August 2008 which provides for retirement by
the Company giving one year’s written notice and by Robin Boyle giving six months’ written notice.
The service contracts for the four non-executive Directors, Hugo Deschampsneufs and David Horner, Jonathan Addison
and Manny Pohl provide for their contract to continue until the Annual General Meeting following the appointment and for
renewal at each subsequent Annual General Meeting. Their service contracts commenced 21 August 2008 and 19 August
2008 and 28 June 2010 (for Jonathan Addison and Manny Pohl) respectively.
Company Performance
The graph below compares, for the six financial years ended 31 December 2010, the total return (assuming all dividends
are reinvested) to ordinary shareholders compared to the total shareholder return on a notional investment made up of
shares in the component parts of the AIM All-Share Index and Small Caps Index. The comparison is made between AIM
All-Share and Small Caps as the majority of investment holdings by the Company are a constituent of one or the other of
these two indices.
Athelney's Shareholder Return and NAV against Benchmarks of AIM All-Share and
Small Caps
(figures have been rebased to 100 at 31 December 2005)
160.00
140.00
120.00
100.00
80.00
60.00
40.00
20.00
-
*Assuming all dividends are reinvested
Past Performance is no guarantee of future performance.
Dec-05
Dec-06
Dec-07
Dec-08
Dec-09
Dec-10
NAV
Shareholder Return *
AIM All Share
Small Caps
Year End
19
Athelney Trust plc
DIRECTORS’ REMUNERATION REPORT
(CONTINUED)
Directors’ remuneration for the year (audited information)
The Directors who served in the year received the following remuneration in the form of salaries:
Hugo Deschampsneufs (Chairman, non-executive)
Robin Boyle (Managing Director)
David Horner (Non-executive)
Jonathan Addison
Manny Pohl
2010
£
10,000
45,000
7,500
-
-
62,500
2009
£
8,333
40,000
6,667
-
-
55,000
Approval
The Directors’ Remuneration Report was approved by the Board on 11 March 2011.
J. Girdlestone
Company Secretary
20
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF
ATHELNEY TRUST PLC
We have audited the financial statements of Athelney Trust plc for the year ended 31 December 2010, which comprise the
Income Statement, the Reconciliation of Movements in Shareholders’ Funds, the Balance Sheet, the Cash Flow Statement
and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and
United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters
we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors’ Responsibilities set out on page 16, the Directors are responsible for
the preparation of the Financial Statements and for being satisfied that they give a true and fair view. Our responsibility is
to audit and express an opinion on the Financial Statements in accordance with applicable law and International Standards
on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards
for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the Financial Statements sufficient to give
reasonable assurance that the Financial Statements are free from material misstatement, whether caused by fraud or error.
This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have
been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the
Directors; and the overall presentation of the financial statements.
Opinion on financial statements
In our opinion the Financial Statements:
(cid:120)
(cid:120)
(cid:120)
give a true and fair view of the state of the Company’s affairs as at 31 December 2010 and of its net return and
cash flows for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
(cid:120)
(cid:120)
(cid:120)
the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006;
the information given in the Directors’ Report for the financial year for which the Financial Statements are
prepared is consistent with the Financial Statements; and
the information given in the Corporate Governance Statement set out on pages 8 to 11 with respect to internal
control and risk management systems in relation to financial reporting processes and about share capital structures
is consistent with the financial statements.
21
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF
ATHELNEY TRUST PLC
(CONTINUED)
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our opinion:
(cid:120)
(cid:120)
adequate accounting records have not been kept, or returns adequate for our audit have not been received from
branches not visited by us; or
the financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
(cid:120)
certain disclosures of Directors’ remuneration specified by law are not made; or
(cid:120) we have not received all the information and explanations we require for our audit; or
(cid:120)
a Corporate Governance Statement has not been prepared by the company.
Under the Listing Rules we are required to review:
(cid:120)
(cid:120)
(cid:120)
the Directors’ Statement, set out in page 10, in relation to going concern;
the part of the Corporate Governance Statement relating to the Company’s compliance with the nine provisions of
the June 2008 Combined Code specified for our review; and
certain elements of the report to the shareholders by the Board on Directors’ Remuneration.
Simon Atkins ACA
Senior Statutory Auditor
for and on behalf of
Clement Keys
Chartered Accountants
Statutory Auditors
39/40 Calthorpe Road
Edgbaston
Birmingham
B15 1TS
11 March 2011
22
Athelney Trust plc
INCOME STATEMENT
(INCORPORATING THE REVENUE ACCOUNT)
For the Year Ended 31 December
2010
For the Year Ended 31 December
2009
Note Revenue
Capital
Total
Revenue
Capital
Total
£
£
£
£
£
£
Profits/(losses) on
investments held at fair
value
Income from
investments
Investment
Management expenses
Other expenses
8
2
3
3
Net return/(loss) on ordinary
activities before taxation
-
411,470
411,470
-
650,678
650,678
142,303
-
142,303
122,963
-
122,963
(5,783)
(52,752)
(58,535)
(5,121)
(46,839)
(51,960)
(26,778)
(41,018)
(67,796)
(23,017)
(40,301)
(63,318)
109,742
317,700
427,442
94,825
563,538
658,363
Taxation
5
-
-
-
-
-
-
Net return/(loss) on ordinary
activities after taxation 6
109,742
317,700
427,442
94,825
563,538
658,363
Net return/(loss) per
ordinary share
6
5.7p
16.5p
22.2p
5.3p
31.3p
36.5p
Dividend per ordinary share
paid during the year 7
4.75p
4.7p
The total column of this statement is the profit and loss account for the Company.
All revenue and capital items in the above statement derive from continuing operations.
No operations were acquired or discontinued during the above financial years.
A statement of movements of reserves is given in note 12.
A Statement of Total Recognised Gains and Losses is not required as all gains and losses of the Company have been reflected in the
above Statement.
The notes on pages 27 to 34 form part of these financial statements.
23
Athelney Trust plc
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS
Called-up
Share
Capital
£
Share
Premium
£
Capital
reserve
realised
£
Capital
reserve Revenue
reserve
£
unrealised
£
Total
Shareholders’
Funds
£
450,700
405,605
589,079
101,646
168,946
1,715,976
-
-
-
-
-
-
-
-
-
-
-
-
118,623
-
-
532,055
-
-
(87,140)
-
-
-
-
-
94,825
(84,732)
-
-
-
118,623
532,055
(87,140)
-
94,825
(84,732)
450,700
405,605
620,562
633,701
179,039
2,289,607
450,700
45,070
-
405,605
171,535
(31,859)
-
-
-
-
-
-
-
-
-
-
-
-
620,562
-
-
93,459
633,701
-
-
179,039
-
-
2,289,607
216,605
(31,859)
-
-
318,011
-
-
(93,770)
-
-
-
-
-
-
-
-
-
109,742
(85,633)
93,459
318,011
(93,770)
-
109,742
(85,633)
495,770
545,281
620,251
951,712
203,148
2,816,162
Balance brought forward
at 1 January 2009
Net gains on realisation
of investments
Increase in unrealised
appreciation
Expenses allocated to
capital
Taxation
Profit for the year
Dividend paid in year
Shareholders’ Funds at
31 December 2009
Balance brought forward
at 1 January 2010
Issue of ordinary shares
Share issue costs
Net profits on realisation
of investments
Increase in unrealised
appreciation
Expenses allocated to
capital
Taxation
Profit for the year
Dividend paid in year
Shareholders’ Funds at
31 December 2010
The notes on pages 27 to 34 form part of these financial statements.
24
Athelney Trust plc
BALANCE SHEET AS AT 31 DECEMBER 2010
Company Number: 02933559
Note
Fixed assets
Investments held at fair value through profit
and loss
Current assets
Debtors
Cash at bank and in hand
8
9
Creditors: amounts falling due within one
year
10
Net current assets
Total assets less current liabilities
Provisions for liabilities and charges
2010
£
2009
£
2,766,686
2,184,507
32,245
32,241
64,486
(15,010)
49,476
2,816,162
-
96,088
26,321
122,409
(17,309)
105,100
2,289,607
-
Net assets
2,816,162
2,289,607
Capital and reserves
Called up share capital
Share premium account
Other reserves (non distributable)
Capital reserve - realised
Capital reserve - unrealised
Revenue reserve (distributable)
Shareholders' funds - all equity
Net Asset Value per share
11
12
12
12
12
14
495,770
545,281
620,251
951,712
203,148
450,700
405,605
620,562
633,701
179,039
2,816,162
2,289,607
142p
127p
Approved and authorised for issue by the Board of Directors on 11 March 2011
……………………………….
R.G. Boyle
Director
The notes on pages 27 to 34 form part of these financial statements
25
Athelney Trust plc
CASHFLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2010
Net cash inflow/(outflow) from operating
activities
Taxation
Corporation tax paid
Capital Expenditure and Financial
Investment
Purchases of investments
Sale of investments
Net cash inflow from Capital Expenditure
and Financial Investment
Equity dividends paid
Financing
Issue of ordinary share capital
Share issue costs
Increase/(decrease) in cash in the year
Reconciliation of operating net revenue to
net cash inflow/(outflow) from operating
activities
Revenue on ordinary activities before taxation
Decrease/(increase) in debtors
(Decrease)/increase in creditors
Investment management expenses charged to
capital
Other expenses charged to capital
Reconciliation of net cashflow to movement
in net funds
Cash at bank and in hand
£
2010
£
77,516
-
£
2009
£
(38,477)
-
(433,724)
263,015
(442,039)
565,531
(170,709)
(85,633)
216,605
(31,859)
5,920
£
109,742
63,843
(2,299)
(52,752)
(41,018)
77,516
123,492
(84,732)
-
-
283
£
94,825
(30,998)
(15,164)
(46,839)
(40,301)
(38,477)
Net funds at
31.12.2009
£
26,321
Cashflow
£
5,920
Net funds at
31.12.2010
£
32,241
The notes on pages 27 to 34 form part of these financial statements
26
Athelney Trust plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
1. Accounting Policies
1.1 Basis of Preparation of Financial Statements
The financial statements are prepared on a going concern basis under the historical cost convention as
modified by the revaluation of investments held at fair value.
The financial statements are prepared in accordance with the Companies Act 2006, applicable UK accounting
standards and the provisions of the Statement of Recommended Practice “Financial Statements of Investment
Trust Companies and Venture Capital Trusts” (SORP) issued by the A.I.C. in January 2009.
1.2 Income
Income from investments including taxes deducted at source is recognised when the right to the return is
established (normally the ex-dividend date). UK dividend income is reported net of tax credits in accordance
with FRS 16 “Current Tax”. Interest is dealt with on an accruals basis.
1.3 Investment Management Expenses
Of the two directors involved in investment management, 10% of their salaries have been charged to revenue
and the other 90% to capital. All other investment management expenses have been charged to capital. The
Board propose continuing this basis for future years.
1.4 Other Expenses
Expenses (including VAT) and interest payable are dealt with on an accruals basis and charged through the
Revenue and Capital Accounts in an allocation that the Board consider to be a fair distribution of the costs
incurred.
1.5 Investments
Listed investments comprise those listed on the Official List of the London Stock Exchange. Profits or losses
on sales of investments are taken to realised capital reserve. Any unrealised appreciation or depreciation is
taken to unrealised capital reserve.
Investments have been classified as “fair value through profit and loss” upon initial recognition.
Subsequent to initial recognition, investments are measured at fair value with changes in fair value recognised
in the Income Statement.
Securities of companies quoted on a recognised stock exchange are valued by reference to their quoted bid
prices at the close of the year.
1.6 Taxation
The tax effect of different items of income and expenses is allocated between capital and revenue on the same
basis as the particular item to which it relates, using the Company’s effective rate of tax for the year.
27
Athelney Trust plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
1. Accounting Policies (continued)
1.7 Deferred Taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed by the
balance sheet date. Deferred tax liabilities are recognised for all taxable timing differences but deferred tax
assets are only recognised if it is considered more likely than not that there will be suitable profits from which
the future reversal of the underlying timing differences can be deducted. Deferred tax assets and liabilities are
calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse.
Deferred tax assets and liabilities are not discounted.
1.8 Capital Reserves
Capital Reserve – Realised
Gains and losses on realisation of fixed asset investments are dealt with in this reserve.
Capital Reserve – Unrealised
Increases and decreases in the valuations of fixed asset investments are dealt with in this reserve.
1.9 Dividends
In accordance with FRS 21 “Events after the Balance Sheet Date”, dividends are included in the accounts in
the year in which they are paid.
1.10 Share Issue Expenses
The costs associated with issuing shares are written off against any premium arising on the issue of Share
Capital.
2. Income
Income from investments
UK dividend income
Bank interest
Total income
UK dividend income
UK listed investments
AIM investments
2010
£
142,095
208
142,303
2010
£
84,093
58,002
142,095
2009
£
122,666
297
122,963
2009
£
72,344
50,322
122,666
28
Athelney Trust plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
3. Return on Ordinary Activities Before Taxation
The following amounts (inclusive of VAT) are included
within investment management and other expenses:
Directors’ remuneration:
- Services as a director
- Otherwise in connection with management
Auditors’ remuneration:
- Audit Services - Statutory audit
- Audit Services - Statutory audit movement on accruals from
previous years
- Audit Services - Audit related regulatory reporting
Miscellaneous expenses:
- Other wages and salaries
- PR and communications
- Stock Exchange subscription
- Sundry investment management and other expenses
4. Employees
Costs in respect of Directors:
Wages and salaries
Social security costs
Costs in respect of administrator:
Wages and salaries
Social security costs
Total:
Wages and salaries
Social security costs
2010
£
17,500
45,000
9,960
904
1,146
30,454
3,051
8,061
10,255
126,331
2010
£
62,500
5,805
68,305
22,500
2,148
24,648
85,000
7,954
92,954
2009
£
15,000
40,000
9,365
-
1,466
25,703
7,448
7,321
8,975
115,278
2009
£
55,000
4,771
59,771
19,167
1,765
20,932
74,167
6,536
80,703
In addition to the above costs, £5,000 gross wages and £640 Employers National Insurance costs have been
charged against the Share Premium Account to reflect the administrative work undertaken by the Company
Secretary in respect of the issue of Ordinary Shares.
Average number of employees:
Chairman
Investment
Administration
1
2
1
4
1
2
1
4
29
Athelney Trust plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
5. Taxation
(i) On the basis of these financial statements no provision has been made for corporation tax (2009: Nil).
(ii) Factors affecting the tax charge for the year
The tax charge for the period is lower than the average small company rate of corporation tax in the UK
(21 per cent). The differences are explained below:
Total return on ordinary activities before tax
Total return on ordinary activities multiplied by the average
small company rate of corporation tax 21% (2009: 21%)
Effects of:
UK dividend income not taxable
Revaluation of shares not taxable
Capital gains not taxable
Unrelieved management expenses
Current tax charge for the year
2010
£
427,442
89,763
(22,973)
(57,347)
(29,062)
19,619
-
2009
£
658,363
138,256
(23,552)
(111,732)
(24,911)
21,939
-
The Company has unrelieved excess revenue management expenses of £31,191 at 31 December 2010 (2009:
£31,538) and £102,597 (2009: £102,597) of capital losses for Corporation Tax purposes and which are available
to be carried forward to future years. It is unlikely that the Company will generate sufficient taxable profits in the
future to utilise these expenses and therefore no deferred tax asset has been recognised.
For the year ended 31 December 2009, the Company received approval from HM Revenue and Customs under
Section 1158 of the Corporation Tax Act 2010, therefore the Company was not liable to Corporation Tax on any
realised investment gains for 2009. The Directors intend to continue to meet the conditions required to obtain
approval and therefore no deferred tax has been provided on any capital gains or losses arising on the revaluation
or disposal of investments.
6. Return per Ordinary Share
The calculation of earnings per share has been performed in accordance with FRS 22 “Earnings Per Share”.
Attributable return/(loss) on
ordinary activities after
taxation
Weighted average number of
shares
£
Revenue
2010
£
Capital
£
Total
£
Revenue
2009
£
Capital
£
Total
109,742
317,700
427,442
94,825
563,538
658,363
1,922,988
1,802,802
Return per ordinary share
5.7p
16.5p
22.2p
5.3p
31.3p
36.5p
30
Athelney Trust plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
7. Dividend
Interim dividend in respect of 2009 of 4.75p (2009: a final
dividend of 4.7p was paid in respect of 2008 ) per share
2010
£
85,633
2009
£
84,732
Set out below is the total dividend payable in respect of the financial year, which is the basis on which the
requirements of Section 1158 of the Corporation Tax Act 2010 are considered.
It is recommended that a final dividend of 4.9p (2009: Nil) per ordinary share be paid amounting to a total of
£97,171. For the year 2009, an interim dividend of 4.75p was paid on 1 April 2010 amounting to a total of
£85,633.
Revenue available for distribution
Final dividend in respect of financial year ended
31 December 2010
Undistributed Revenue Reserve
8. Investments
Movements in year
Valuation at beginning of year
Purchases at cost
Sales - proceeds
- realised gains/(losses) on sales
Increase/(decrease) in unrealised appreciation
Valuation at end of year
Book cost at end of year
Unrealised appreciation at the end of the year
UK listed investments
AIM investments
31
2010
£
2009
£
109,742
94,825
(97,171)
12,571
(85,633)
9,192
2010
£
2,184,507
487,124
(316,415)
93,459
318,011
2,766,686
1,791,407
975,279
2,766,686
1,789,421
977,265
2,766,686
2009
£
1,657,321
442,039
(565,531)
118,623
532,055
2,184,507
1,527,239
657,268
2,184,507
1,324,512
859,995
2,184,507
Athelney Trust plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
8. Investments continued
Gains on investment
Realised gains/(losses) on sales
Increase/(decrease) in unrealised appreciation
2010
£
93,459
318,011
411,470
2009
£
118,623
532,055
650,678
The purchase and sales proceeds above include transaction costs of £2,052 (2009: £2,188) and £1,327 (2009:
£2,898) respectively.
9. Debtors
Investment transaction debtors
Other debtors
10. Creditors: amounts falling due within one year
Social security and other taxes
Other creditors
Accruals and deferred income
11. Called Up Share Capital
Authorised
10,000,000 Ordinary Shares of 25p
Allotted, called up and fully paid
1,983,081 Ordinary Shares of 25p
(2009: 1,802,802 Ordinary Shares of 25p)
2010
£
17,432
14,813
32,245
2010
£
2,885
173
11,952
15,010
2010
£
2009
£
84,103
11,985
96,088
2009
£
3,690
171
13,448
17,309
2009
£
2,500,000
2,500,000
495,770
450,700
During the year 180,279 Ordinary Shares with an aggregate nominal value of £45,070 were issued for
consideration of £216,605. The premium of £171,535 has been recognised within the Share Premium Account
against which £31,859 has been charged in respect of share issue costs.
32
Athelney Trust plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
12. Reserves
Balance at 1 January 2010
Issue of ordinary share capital
Share issue costs
Net gains on realisation of investments
Increase in unrealised appreciation
Expenses allocated to capital
Profit for the year
Dividend paid in year
Share
premium
account
£
405,605
171,535
(31,859)
-
-
-
-
-
2010
Capital
reserve
realised
£
620,562
-
-
93,459
-
(93,770)
-
-
Capital
reserve
unrealised
£
633,701
-
-
-
318,011
-
-
-
Revenue
reserve
£
179,039
-
-
-
-
-
109,742
(85,633)
Balance at 31 December 2010
545,281
620,251
951,712
203,148
13. Financial Instruments
The Company’s financial instruments comprise equity investments, cash balances and debtors and creditors that
arise directly from its operations, for example, in respect of sales and purchases awaiting settlement. Short term
debtors and creditors are excluded from disclosure.
Fixed asset investments (see note 8) are valued at market bid price where available which equates to their fair
values. The fair values of all other assets and liabilities are represented by their carrying values in the balance
sheet.
The major risks associated with the Company are market and liquidity risk. The Company has established a
framework for managing these risks. The directors have guidelines for the management of investments and
financial instruments.
Market Risk
Market risk arises from changes in interest rates, valuations awarded to equities, movements in prices and the
liquidity of financial instruments.
At the end of the year the Company’s portfolio was invested in UK securities with the exception of 9.33 per cent,
which was invested in overseas securities.
Liquidity Risk
Liquidity Risk is the risk that the Company may have difficulty in meeting obligations associated with financial
liabilities. The Company has no borrowings; therefore there is no exposure to interest rate changes.
The company is able to reposition its investment portfolio when required so as to accommodate liquidity needs.
33
Athelney Trust plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
14. Net Asset Value Per Share
The net asset value per share is based on net assets of £2,816,162 (2009: £2,289,607) divided by 1,983,081 (2009:
1,802,802) ordinary shares in issue at the year end.
Net asset value
2010
142p
2009
127p
34
Athelney Trust plc
OFFICERS AND FINANCIAL ADVISERS
Email: hugo@athelneytrust.co.uk
Email: robin@athelneytrust.co.uk
Email: dah@chelvertonam.com
Email: jladdison@bigpond.com
Email: manny.pohl@hyperionam.com.au
Email: john@athelneytrust.co.uk
Tel: 01326 378 288
Website: www.athelneytrust.co.uk
Email: info@athelneytrust.co.uk
Tel: 01326 378 288
Email: awilliamson@McClureNaismith.com
Tel: 0131 272 8378
Email: graeme.dickie@speirsjeffrey.co.uk
Tel: 0141 248 4311
Email: simon.atkins@clementkeys.co.uk
Tel: 0121 456 4456
Email: enquiries@shareregistrars.uk.com
Tel: 01252 821 390
Email: cityroad@cityroad.uk.com
Tel: 0207 248 8010
Directors:
Secretary:
Registered Office:
H.B. Deschampsneufs (Chairman)
R.G. Boyle (Managing Director)
D.A. Horner
J.L. Addison
(Appointed 28 June 2010)
Dr. E.C. Pohl (Alternate Director)
(Appointed 28 June 2010)
J. Girdlestone
Waterside Court
Falmouth Road
Penryn
Cornwall, TR10 8AW
Waterside Court
Falmouth Road
Penryn
Cornwall, TR10 8AW
Company Number:
02933559
(Registered in England)
Solicitor:
Stockbroker:
Auditors:
Banker:
Registrar:
Public Relations
Consultants:
McClure Naismith
49 Queen Street
Edinburgh
EH12 3NH
Speirs & Jeffrey Limited
36 Renfield Street
Glasgow, G2 1NA
Clement Keys
39/40 Calthorpe Road
Edgbaston
Birmingham, B15 1TS
HSBC Bank Plc
Market Street
Falmouth
Cornwall, TR11 3AA
Share Registrars Limited
Craven House
West Street
Farnham
Surrey, GU9 7EN
City Road Communications
Limited
42-44 Carter Lane
London, EC4V 5EA
35
Athelney Trust plc
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the seventeenth Annual General Meeting of the Company will be held at the offices
of McClure Naismith LLP, Solicitors, Equitable House, 47 King William Street, London EC4R 9AF on Wednesday 27
April 2011 at 4.30p.m. for the following purposes:
As Ordinary Business
1. To receive and adopt the Company’s Accounts and the Report of the Directors and Auditors for the year ended 31
December 2010.
2. To declare a final dividend of 4.9p per ordinary share. It is intended that dividend cheques in respect of the
dividend will be posted on Wednesday 4 May 2011 to all shareholders on the register of members at close of
business on Friday 8 April 2011.
3. To approve the Directors’ Remuneration Report for the year ended 31 December 2010.
4. To re-elect R.G. Boyle as a Director of the Company.
5. To re-elect H.B. Deschampsneufs as Director of the Company until the date of the next Annual General Meeting.
6. To re-elect D.A. Horner as a Director of the Company until the date of the next Annual General Meeting.
7. To re-elect J.L. Addison as a Director of the Company until the date of the next Annual General Meeting.
8. To re-elect Dr. E.C. Pohl as an alternate Director of the Company until the date of the next Annual General
Meeting.
9. To re-appoint Clement Keys as Auditors and to authorise the Directors to fix their remuneration.
By Order of the Board
John Girdlestone
Secretary
17 March 2011
Registered Office: Waterside Court, Falmouth Road, Penryn, Cornwall, TR10 8AW
NOTES
(i)
A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his/her
stead. A proxy need not be a member of the Company. A form of proxy is enclosed with this Notice for use at
the Meeting. To be valid, completed forms of proxy (together with any Power of Attorney or other authority
under which it is executed or duly certified copy of any such Power or authority) must be deposited at the
Company’s Registered Office not less than 48 hours before the time fixed for this meeting.
Completion and return of a form of proxy will not prevent the member from attending and voting at the Meeting
in person.
36
Athelney Trust plc
(ii)
The register of Directors’ interests kept in accordance with Section 177 of the Companies Act 2006 and copies of
Directors’ service contracts will be available for inspection during normal business hours on any weekday
(Saturdays and public holidays excepted) at the Company’s Registered Office from the date of this Notice until
the date of the Meeting.
37
Athelney Trust plc
NOTES
38
(cid:6)
Athelney Trust plc
FORM OF PROXY
To be used at the Annual General Meeting to be held at 4.30pm on 27 April 2011
I/We ____________________________________________________________________________________
of ______________________________________________________________________________________
________________________________________________________________________________________
Being (a) shareholder(s) of Athelney Trust plc, hereby appoint the Chairman of the Meeting or (see Note (ii))
________________________________________________________________________________________
BLOCK
CAPITALS
PLEASE
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 the
offices of McClure Naismith LLP, Solicitors, Equitable House, 47 King William Street, London EC4R 9AF on Wednesday
27 April 2011 at 4.30p.m. (the “Meeting”), on the Ordinary Business to be submitted to the Meeting and at any
adjournment thereof.
Please indicate with an X in the appropriate space how you wish your votes to be cast. To abstain from voting on any
item in the notice, select the “Vote Withheld” box. 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 individual issue in respect of which voting is taking place.
If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote
(or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
Ordinary Business
For
Against
Vote
withheld
1
2
3
4
5
6
7
8
9
To receive and adopt the accounts for the year ended 31 December 2010
To declare a final dividend of 4.9p per ordinary share
To approve the Directors’ Remuneration Report for the year ended 31
December 2010
To re-elect R.G. Boyle as a Director
To re-elect H.B. Deschampsneufs as a Director until the date of the next
Annual General Meeting
To re-elect D.A. Horner as a Director until the date of the next Annual
General Meeting
To re-elect J.L. Addison as a Director until the date of the next Annual
General Meeting
To re-elect Dr. E.C. Pohl as a Director until the date of the next Annual
General Meeting
To re-appoint Clement Keys as Auditors and authorise the Directors to fix
the Auditors’ Remuneration
Signed_______________________________________________________Dated_________________________________
NOTES
39
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
As a shareholder of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend,
speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out
in these notes.
If you wish to appoint as your proxy some person other than the Chairman of the Meeting please insert in block
capitals the full name of the person of your choice, delete the words “the Chairman of the Meeting” and initial the
alteration. A proxy need not be a shareholder of the Company but must attend the Meeting to represent you and
you are responsible for ensuring that they attend the Meeting and are aware of your voting intentions.
You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different
shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more
than one proxy, you must contact the Company Secretary at the Registered Office of the Company (Waterside
Court, Falmouth Road, Penryn, Cornwall, TR10 8AW).
To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the
number of votes cast), shareholders must be registered in the Register of Members of the Company at 4.30p.m. on
08 April 2011 (or, in the event of any adjournment, 4.30p.m. on the date which is 48 hours before the time of the
adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in
determining the rights of any person to attend and vote at the Meeting.
To be valid, this proxy form, together with the power of attorney or other authority (if any) under which it is
signed, or notarially certified copy of such power of attorney, must be deposited at the Registered Office of the
Company (at the address set out in note (iii) above) not later than 48 hours before the time appointed for the
Meeting.
In the case of a corporation, this proxy form must be executed either under seal or under the hand of an officer or
attorney duly authorised.
In the case of joint holders, the vote of the senior shareholder who tenders a vote will be accepted to the exclusion
of the votes of the other joint holders. Seniority will be determined by the order in which the name stands in the
Register of Members.
(viii) Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006
to enjoy information rights (a “Nominated Person”) may, under an agreement between him and the shareholder
by whom he was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the
Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he may,
under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
(ix)
Completion of this proxy form will not prevent a shareholder from attending the Meeting and voting in person
should he or she wish. If you have appointed a proxy and attend the Meeting in person, your proxy appointment
will be automatically terminated.
40