Lders
Annual Report
for the year ended 31 December 2013
COMPANY NUMBER: 2933559
Athelney Trust plc
CONTENTS
Directors of the Company
Chairman's Statement and Business Review
Investment and Portfolio Analysis
Strategic Report
Report of the Directors
Corporate Governance Statement
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
Form of Proxy
2 - 3
4 - 9
10 - 12
13 - 15
16 - 20
21 - 25
26 -27
28 - 30
31
32
33
34
35 - 42
43
44 - 53
54
1
Athelney Trust plc
DIRECTORS OF THE COMPANY
The Directors of the Company are:
Hugo Deschampsneufs, non-executive Chairman
Hugo Deschampsneufs, aged 68, 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 an 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 54, 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. In 2013 he resigned his
membership of The Institute of Chartered Accountants in England and Wales, as his career is now fully involved in
Fund Management.
Robin Boyle, Managing Director
The assets of the Company have been managed since formation by Robin Boyle, the Managing Director of the
Company. Aged 69, he has spent the last forty nine 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, now Brady Exploration plc an AIM-traded commercial investigations and
stocktaking business.
Jonathan Lancelot Addison, non-executive Director
Jon Addison, aged 61, 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) which 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 Pricewaterhouse Coopers 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, 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.
2
Athelney Trust plc
DIRECTORS OF THE COMPANY
(CONTINUED)
Dr Emmanuel Clive Pohl, alternate non-executive Director
Manny Pohl, aged 60, is the Chairman and CEO of investment house EC Pohl & Co which he founded after he stepped
down in June 2012 as Managing Director and Chair of the Investment Committee of Hyperion Asset Management
Limited. Manny founded Hyperion in 1996 and headed the business through its evolution into today’s independent,
highly acclaimed fund manager with in excess of Au$3.2 billion in funds under management. Manny holds
engineering and MBA degrees from the University of Witwatersrand and a doctorate in Business Administration
(Economics) from Potchefstroom University.
Manny has over 29 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. Furthermore, his engineering background gives him a methodical and disciplined approach to his role. He
has served on the Boards of several major corporations in his native South Africa and his 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 enclose the results for the year ended 31 December 2013. The salient points are as follows:
• Audited Net Asset Value (“NAV”) was 219.3p per share (31 December 2012: 149.1p) an increase of 47 per
cent.
• Revenue return per ordinary share was 6.1p, (31 December 2012: 5.4p).
• Recommended final dividend of 5.5p per share (2012: 5p), an increase of 10 per cent.
Review of 2013
I had an out-of-body experience when a banker complained to me that a £4million pay packet was not enough.- Sir
Philip Hammond, Chairman of Royal Bank of Scotland (apparently, someone the banker knew was earning £6m at a
rival bank).
I can calculate the motion of the planets but not the madness of people.- Sir Isaac Newton, having lost all his money in
the South Sea Bubble.
I do say that it would be a nice thing if we could raise enuff Hemp [marijuana] to pay our rates. – John Adams, (1763)
before becoming a founding father of the United States.
In God we trust: everyone else bring data. – Mike Bloomberg, mayor of New York 2001-13.
The year 2013 might be remembered for what didn’t happen rather than what did. The Eurozone managed to avoid a
collapse with all the inmates of the intensive care ward showing signs of recovery, particularly plucky Ireland. The
possible meltdown as a result of the US defaulting on its debt was avoided yet again. There were no oil shocks or
signs of financial distress, with the possible exception of China where bad debts seem to be escalating fast.
So, a pretty dull year then? Well, er, no actually! All the major markets rose, New York by 26.5 per cent, Tokyo by
an astonishing 56.7 per cent and London, burdened with a large proportion of commodity shares, by just 14.4 per cent.
Shanghai, partly for the above reason, actually fell by 6.8 per cent. In smaller markets, Argentina rose by 88.9 per cent
and Pakistan and Greece by 49.4 per cent and 28.1 per cent respectively. As for the fallers, the list was led by Brazil
15.5 per cent, Chile 13.5 per cent and Turkey 13.3 per cent.
Back to London, where small companies had a wonderful year with the Athelney Trust NAV being up by 47 per cent
and the Small Cap, Fledgling and AIM indices following on with 29.6 per cent, 26.8 per cent and 20.2 per cent rises
respectively.
I thought that we had all learned our lesson from the financial crisis not to deal in stuff that we didn’t understand so
was rather surprised to see Goldman Sachs, a well-known bank, flogging Autocallable Contingent Coupon Buffered
Equity-Linked Medium-term Notes. But just to remind everyone, if you don’t understand it, don’t invest.
A worrying puritanical streak has entered the economic debate and I confess to have been as guilty as anyone.
Celebration of our unexpected recovery tends to be followed soon after by complaints that Britain has the wrong sort
of growth, fuelled by household debt and consumption. This mood may be strong but I am beginning to believe that it
is wrong: consumption is the whole purpose of economic activity and allows us to meet all our material aims and
ambitions in the pursuit of happiness.
It is also deeply patronising for those of us in comfortable circumstances to worry that hoi polloi are consuming too
much for their own good or for that of the economy as a whole. True, Britain’s household liabilities as a proportion of
GDP rose from 70 per cent in 1998 to 106 per cent in 2007 but that was not to buy frivolous nonsense but was extra
borrowing taken on by young people to buy increasingly expensive houses.
4
Athelney Trust plc
CHAIRMAN’S STATEMENT AND BUSINESS REVIEW
(CONTINUED)
Naturally, there are legitimate concerns about the strength of the recovery but most are not about consumption but, for
example, Britain’s enduring trade deficit says less about spending than about the ability of the economy to supply the
goods that Britishers want. The only alternative to increased household spending would have been worse: stagnation,
higher unemployment, lower incomes and deteriorating public finances – just have a look at France if you are not
convinced.
The release of Grand Theft Auto V shows that computer games have matured from a cottage industry into big business
so that the development cost of £170m rivals that of a Hollywood film. Sales will be helped by the outrage about a
game which allows a young, single, keyboard-bound nerd to imagine himself a career criminal but older gentlemen
seeking relaxation are an untapped market, so Athelney Games Inc. is proud to launch Robin B, Semi-retired
Stockbroker. Immerse yourself in his world of taking a stroll to a country pub, braving midges and cow-pats on the
way. Take a trip with him to buy a new suit. Travel with him to the City to have a liquid lunch with an old colleague.
Can he stay awake going home? Can’t fail, surely?
Plans for airports and other infrastructure projects are back to front. The saga of the Channel tunnel and the railway
connecting it to London took a couple of decades. High Speed 2 looks like another 20 years. Fourteen years elapsed
between the decision to build the last nuclear power station and its completion, the current nuclear renaissance started
in 2006 and will not produce an outcome before 2022.
The search for a lasting solution to increasing airport capacity in the south-east has taken half a century so far. As long
as we treat every project in isolation, delays are inevitable as the process gets bogged down in the battles between
winners and losers, the latter worried about house prices and back gardens.
What is missing is the bigger picture of our needs, in other words a national infrastructure plan. West Londoners
would probably be losers from a new Heathrow runway. As long as the question is narrowly phrased, they have every
reason to complain yet they would most likely gain from all the other infrastructure projects proposed as part of a
broader, long-term development plan including easier access to the north via HS2 and more power stations. So,
decisions about new railway lines and airports should be taken together rather than on a case-by-case basis. Or is that
too much to ask?
A story about fracking? The residents of Balcombe in West Sussex were not amused when a team of diggers arrived to
start poking around under the North Downs. Just think about the possible damage to the water supply and what about
earthquakes? No, the year is 1841 and the result was a tunnel for the London to Brighton Railway plus a handsome
new viaduct and the villagers were given a free railway station. This time I’m sure that they are in line for cheap
fracked gas.
Rarely has an ugliness competition between banks been so fierce. In November, we were all treated (if that is the right
word) to tales of alleged rent-boys and drugs about Paul Flowers, the former chairman of the Co-operative Bank.
Then it emerged that the Serious Fraud Office was looking into allegations that the Royal Bank of Scotland had
defrauded small business customers of the bank by pushing them into bankruptcy then grabbing their assets. What is
absolutely certain is that RBS has failed to support its small business customers.
If RBS were a smallish bank, it would probably not matter very much that its treatment of customers was so shabby
but this badly run giant dominates the market. On the eve of the financial crisis, its share of loans to small business
was about 40 per cent: despite the taxpayers’ bail-out, that share has now fallen to 33 per cent. It makes one doubt
whether the bail-out was such a good idea after all.
5
Athelney Trust plc
CHAIRMAN’S STATEMENT AND BUSINESS REVIEW
(CONTINUED)
In describing Paul Flowers as a latter-day Falstaff, surely the Financial Times made an enormous mistake. Yes,
Falstaff slept with prostitutes and drank enormous quantities of sherris wine but in doing so he certainly never
intended to pay for either since he was permanently broke. He was the philosopher of the Boar’s Head in Eastcheap,
a lovable rogue who not only made us laugh at him and with him but also at ourselves. He is to England what Don
Quixote is to Spain and delights each new generation that discovers him: I am not only witty in myself but the cause
that wit is in other men. None of this can be said for Mr Flowers: liken him to Cloten or Caliban but not to Valiant
Jack Falstaff.
It is disappointing that Alex Salmond wants to keep the pound rather than bring back the bawbee and the groat. There
are obvious reasons to retain sterling although should anyone really want the thing? Before the Great War, the pound
bought almost $5, now it is about $1.67. The loss of empire and the cost of two world wars did not help, although this
performance is comparable to the disastrous fall in Scotland’s currency against England’s the last time each were
independent of each other.
In the two centuries up to the fixing of the exchange rate in 1603, sterling rose 12 times against the Scots equivalent
(the bawbee was sixpence). Anyone tempted to suggest that Scotland have its own currency so that devaluation could
boost exports should, er, go away tae think again. In the long run, the competitive advantage would be wiped out by
higher inflation. Still, Scottish banknotes could probably feature lurid pictures of patriotic Highlanders slaughtering
Englishmen at Bannockburn.
Shares in Tweeter, a bankrupt electronics retailer, briefly soared 1,800 per cent in October as some investors mistook
the ticker symbol TWTRQ for TWTR, the latter chosen by Twitter ahead of its stock-market flotation. Trading was
halted but not before investors realized that the early bird does not always get the worm.
Yes, Billy Boy Ben Bernanke has made a real difference in his relatively short spell (2006-14) as Chairman of the US
Federal Reserve and deserves to be counted amongst those economists such as John Maynard Keynes who have made
a massive contribution in their specialist field. The history books will no doubt record the US Fed’s role in the great
financial upheavals of the age: it underestimated the impact of the housing bubble on the economy but its reaction to
the financial panic of 2006-08 was exemplary; its role in cleaning up the US banking system in 2009 was far-sighted
and its balance sheet expansion (QE) from 2010 onwards was more aggressive than most other central banks.
Essentially from the new Keynesian school of economics, he believed that there was a major role for the Fed in a time
of deep recession and scolded Congress for tightening tax/spend policies in 2010-13. What is clear, though, is that he
won the intellectual debate for an active monetary policy whereas many Republicans were extremely dubious about its
effectiveness. Thank goodness that he did so!
More recently, he has been an advocate of forward guidance alongside our own Mark Carney – this is quite a
controversial area but my own belief is that it has helped to ease monetary conditions. So what was his unique
contribution? Some would say that he saved the world (probably Gordon Brown would not agree) by flooding
markets with liquidity in the autumn of 2008. I would prefer to say that he fixed the US banking system in 2009 and
designed innovative monetary policies thereafter. A really tough act to follow.
I was interested to read in the FT that the most lavish event for the retiring Sir Mervyn King, the former governor of
the Bank of England, cost £4,672 or about £13.35 per head. Lavish? – try getting into Stamford Bridge or Old
Trafford with that sort of money and see how you get on!
At a time of economic growth, the greatest concern in financial markets is, naturally, that inflationary pressures would
force central banks to start raising interest rates ahead of the time-table that they had outlined.
At the close of Athelney’s year-end, inflationary expectations in the US reached as much as 2.3 per cent for the next
ten-year period. There is always one problem with this particular view and that is the evidence of deflationary
pressures: all the developed world’s central banks target 2 per cent inflation, which even the UK has hit and the US
and Europe are now well below.
6
Athelney Trust plc
CHAIRMAN’S STATEMENT AND BUSINESS REVIEW
(CONTINUED)
December’s meeting of the US Fed resulted in a document of 8,000 words and included plenty about tapering the
amount of stimulus it has been providing to markets but not a single use of the word deflation. Maybe that was
entirely correct but what about Japan where prime minister Shinzo Abe’s campaign to lift inflation has resulted in a
huge fall in the yen against all competitors? As the price of Japanese exports fall, so other countries suffer deflation.
Falling commodity prices also suggest that world economic growth remains feeble: metal prices have fallen by about
40 per cent from their 2011 ‘high.’ Here, the source of deflation is China – as economic growth in that country slows
and its communist leadership tries to shift from business investment to household consumption (i.e. the exact opposite
of what has been happening here at home), so demand for commodities falls. Lower commodity prices results in
lower inflation.
Why should deflation be such a problem? Usually inflation, which makes it harder for households to make ends meet,
is regarded as far more dangerous. The problem with deflation, though, is that it makes any debt that much more
expensive to pay off in real terms. This is particularly true in the Euro-zone. There, thanks to the sovereign debt
crisis, the countries of Europe have made little or no progress in clearing their outstanding piles of debt so the risk of
deflation is acute. Investors who have been worrying about inflation should realize that they have, in fact, been
engaged in a bout of wishful thinking.
Your Chairman has failed to get to grips with the Twitter revolution – I simply could not think of anything
misogynistic enough to say in 140 characters or less.
Is it really possible, as averred by the Centre for Economics and Business Research (CEBR), that the UK could
overtake Germany and France to become Europe’s biggest economy by 2030? Or is it that the CEBR is fond of a
good headline and who will remember a forecast like this in 16 years anyway?
I have been banging on for years about our problems such as the chronic shortage of skills, too much investment in
real estate, that our manufacturing sector is very good but too small, our productivity is poor and we have a modest
record of taking innovation out of the lab/workshop and turning it into commercial success. But maybe France and
Germany will also have problems over the next 16 years?
Italy and Spain may well continue to struggle with debt, joblessness, weak government and lack of social cohesion for
the foreseeable future so we can concentrate on Germany and our neighbour across the Channel. Germany will be top
dog for many years yet but it is not immune to low confidence in the rest of the euro-zone. Furthermore, its
demographics look really bad: the population is both ageing and set to decline in size. After two generations of
incredibly hard-working, frugal workers it would be a miracle to find the next one working even harder.
The French, meanwhile, believe themselves capable of overtaking Germany about the year 2040 but France is being
dragged in the wrong direction by a bloated public sector, high tax rates and its citizens’ sense of entitlement to a vast
range of welfare benefits. The CEBR forecasts that the UK will overtake France in about five years’ time.
So what are the factors which could work in our favour? Well, not being in the euro gives us a competitive exchange
rate when needed, the flexibility of our labour markets gives our companies the chance to be more efficient, we attract
foreign business investment and are reducing welfare costs. Furthermore, our attractive rates of tax have persuaded
hundreds of thousands of French people to make their careers and businesses here. So, with our good demographics it
really could happen, couldn’t it?
7
Athelney Trust plc
CHAIRMAN’S STATEMENT AND BUSINESS REVIEW
(CONTINUED)
I am indebted to the Private Eye magazine for the text in full of a recent speech by Lord (Neil) Kinnock:-
‘I am totally, utterly and utterly, totally appalled, disgusted and outraged by the suggestion I see being made on every
side that Ed Miliband is proving to be a totally, utter disaster as leader of the Labour Party. There are even those who
are idiotic enough to be suggesting that Mr Miliband is the worst leader that Labour ever had. This, in my view, is
utterly, totally, totally, utterly and utterly, totally wrong. As everyone who has made the most casual, cursory and
superficial study of British politics would know, there is only one man whose grasp of political issues, whose sense of
strategy and whose interminable oratorical wind-bagging have given him the undisputed claim to have been the most
utterly, utterly and totally, totally useless leader of the Labour Party or, indeed, possibly any other party at any time in
history. And that man, I can state without undue modesty and without fear of contradiction, is myself.’
Do you want to know how to have a tax holiday as a giant American multinational? First, set up two companies in
Ireland: the first, which is generally resident in that country, pays royalties to use intellectual property which
generates expenses that reduce the amount of tax paid in Ireland. The other company, which collects the royalties in a
tax-haven like the Caymans, is incorporated in Ireland but not tax resident there so avoiding Irish tax. Simples!
Results
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
80
13
14
36
5
12
During the year the Company realised capital profits arising on the sale of investments in the sum of £297,801
(31 December 2012: £183,707).
Portfolio Review
Holdings of Amlin, Catlin, Costain, F&C UK Real Estate, GLI Finance, Hydrogen, Juridica, Lancashire Holdings,
LondonMetric Property, Palace Finance, Picton Property Income, PLUS500, Redefine, Schroder REIT, Sprue Aegis,
Standard Life Property Income Trust and Tritax Big Box were all purchased for the first time. Additional holdings of
H & T Group and NewRiver Retail were also acquired. Albermarle & Bond, Consort Medical, Haynes Publishing
Group, Local Shopping REIT, McKay Securities, Mucklow Group, Office 2 Office, Paypoint, Personal Group
Holdings, Phoenix IT and Sweett Group were sold. In addition, a total of seventeen holdings were top-sliced to
provide capital for the new purchases.
Corporate Activity
A cash offer for Fiberweb was received and accepted, resulting in a 96.5 per cent profit.
8
Athelney Trust plc
CHAIRMAN’S STATEMENT AND BUSINESS REVIEW
(CONTINUED)
Dividend
The Board is pleased to recommend an increased annual dividend of 5.5p per ordinary share (2012: 5p). This
represents an increase of 10 per cent over the previous year. Subject to shareholder approval at the Annual General
Meeting on 9 April 2014, the dividend will be paid on 14 April 2014 to shareholders on the register on 21 March 2014.
For those patient investors who subscribed for Athelney Trust shares in the IPO of 1994, the annual return has now
risen to 11 per cent net of basic rate tax on the capital originally invested.
Update
The unaudited NAV at 28 February 2014 was 230.9p whereas the share price on the same day stood at 210p. Further
updates can be found on www.athelneytrust.co.uk
Prospects
What can we say about 2014? Central banks have been pulling out all the stops in monetary policy terms, not
just in the form of QE but in the low level of interest rates. In the first three centuries of its existence which
included deflation, depression and world wars, the Bank of England never felt the need to push interest rates as
low as they are now.
Markets will have to learn how to cope with threats to taper, tighten, unwind QE and increase interest rates.
This may take some time so we probably need a period of consolidation before asset prices can start to move
ahead again.
There again, it is likely that markets have got ahead of themselves in recent weeks: what we need are plenty of
good company results and dividends and further good news on employment, steady inflation and increasing
economic activity. A decent year for asset prices may eventually result.
H.B. Deschampsneufs
Chairman
5 March 2014
9
Athelney Trust plc
INVESTMENT AND PORTFOLIO ANALYSIS AT 31 DECEMBER 2013
Stock
Holding
Value (£)
Chemicals
Construction and materials
Treatt
Costain Group
Renew Holdings
Electronic and electrical
equipment
Food and beverages
General financial
Industrial engineering
Industrial transportation
Insurance
Media
Property Investment
Companies
Real Estate Investment &
Services
XP Power Limited
Sprue Aegis
Greencore Group
Wynnstay Group
Arbuthnot Banking Group
Camellia
Charles Taylor
GLI Finance
Jarvis Securities
Juridica Investments
Park Group
PLUS500
Randall & Quilter Investment
Holdings
S & U
Goodwin
Hill & Smith
Slingsby (H.C)
Vitec
ACM Shipping
Braemar Shipping Services
Fisher (James)
UK Mail
Abbey Protection
Amlin
Catlin
Chesnara
Hansard Global
Lancashire Holdings
4Imprint
Chime Communication
Huntsworth
M&C Saatchi
Quarto Group Inc Com
UTV Media
Wilmington Group
Picton Property Income
Standard Life Property Income
F & C UK Real Estate
Investments
Lok’n Store Group
Londonmetric Property
Mountview Estates
Palace Capital
Redefine
Schroder Real Estate
Investment Trust
10
5,500
11,000
55,000
4,000
25,000
32,500
14,500
2,250
500
25,000
100,000
27,500
22,000
140,000
17,500
40,000
8,000
1,300
12,500
4,000
6,500
22,500
12,000
3,000
15,500
35,000
9,500
7,500
16,000
30,000
5,000
8,000
20,000
70,000
20,000
40,500
20,000
42,500
100,000
65,000
64,500
30,000
25,000
1,500
20,000
85,000
95,000
SECTOR
£
42,350
%
0.99%
126,968
2.95%
94,520
2.20%
163,757
3.81%
667,022
15.52%
169,305
3.94%
252,168
5.87%
247,051
5.75%
445,265
10.36%
100,600
2.34%
42,350
30,443
96,525
63,520
31,000
72,443
91,314
32,153
43,270
62,938
50,750
122,375
28,380
77,350
54,206
70,800
124,800
47,437
64,375
15,990
41,503
51,750
67,080
37,470
95,868
39,200
43,586
43,500
51,440
28,800
40,525
53,440
67,350
48,125
66,600
64,800
42,950
102,000
55,750
44,850
53,696
58,875
34,550
102,750
49,550
50,575
47,263
397,259
9.24%
Athelney Trust plc
INVESTMENT AND PORTFOLIO ANALYSIS AT 31 DECEMBER 2013
(CONTINUED)
Stock
Holding
Value (£)
SECTOR
£
%
REITs
Retailers
Support services
Telecommunications
Travel and leisure
NewRiver Retail
Town Centre Securities
Tritax Big Box
H & T Group
Stanley Gibbons
Begbies Traynor
Communisis
Hydrogen
ISG
Latham (James)
Macfarlane Group
Matchtech
Nationwide Accident Repair
RWS Holdings
Smiths News
St Ives
Vianet Group
VP
KCOM Group
Air Partner
Cineworld
GVC Holdings
Photo-Me
25,000
27,500
60,000
22,000
35,000
60,000
100,000
40,000
18,000
14,000
160,000
18,500
45,000
5,500
50,000
50,000
32,500
21,500
73,750
63,181
61,272
31,515
121,450
24,300
56,500
42,000
47,340
57,400
53,600
105,450
28,350
51,535
117,875
86,250
24,375
143,083
198,203
4.61%
152,965
3.56%
838,058
19.48%
50,000
49,100
49,100
1.14%
18,000
25,000
30,000
40,000
100,890
94,938
105,900
52,600
354,328
8.24%
Portfolio Value
Net Current Assets
TOTAL VALUE
Shares in issue
£
£
£
4,298,919
100%
50,774
4,349,693
1,983,081
Audited NAV
219.3p
11
Athelney Trust plc
INVESTMENT AND PORTFOLIO ANALYSIS AT 31 DECEMBER 2013
(CONTINUED)
Portfolio By Sectors
8.24%
1.14%
2.95%
0.99%
2.20%
3.81%
19.48%
3.56%
4.61%
15.52%
3.94%
5.87%
5.75%
Chemicals
Food and beverages
Industrial transportation
Property Investment Companies
Retailers
Travel and leisure
9.24%
2.34%
10.36%
Construction and materials
General financial
Insurance
Real Estate - REITs
Support Services
Electronic and electrical equipment
Industrial engineering
Media
Real Estate Investments & Services
Telecommunications
Portfolio By Listing
5%
2%
38%
42%
11%
1%
1%
Non Indexed
Small Caps
Specialist Fund Market
ISDX
Fledgling
AIM FTSE Mid250
12
Athelney Trust plc
STRATEGIC REPORT
As explained within the Report of the Directors on page 16, the Company carries on business as an investment trust.
Investment trusts are collective closed-ended public limited companies.
Business Model
Board
The Board of Directors is responsible for the overall stewardship of the Company, including investment and dividend
policies, corporate and gearing strategy, corporate governance procedures and risk management. Biographical details
of the five male Directors, can be found on pages 2 to 3.
The Company has one male employee.
Investment Objective
The investment objective of the Trust is to provide shareholders with prospects of long-term capital growth with the
risks inherent in small cap. investment minimized through a wide spread of holdings over various industries and
sectors. The Fund Manager also considers that it is highly important to maintain a progressive dividend record.
Investment Policy
The assets of the Trust are allocated predominantly to companies with a market capitalization of less than £100m with
either a full listing on the London Stock Exchange or a trading facility on AIM or ISDX. The assets of the Trust have
been allocated in two main ways: first, to the shares of those companies which have grown steadily over the years in
terms of profits and dividends but, despite this progress, the market rating has remained low or very low; second, to
those companies whose shares are standing at a low level compared with the value of land, buildings or cash in the
balance sheet.
Strategy
The investment strategy employed by the Fund Manager in meeting the investment objective focuses on active stock
selection. The selection of individual holdings is based on analysis of, amongst other things, market positioning,
competitive advantage, financial strength and cash flows. The weighting of individual investments reflects the
Managers' conviction in those holdings and their aggregate views on asset allocation, including between UK and
overseas equities, corporate bonds, cash and gearing.
Investment of Assets
At each Board meeting, the Board considers compliance with the Company’s investment policy and other investment
restrictions during the reporting period. An analysis of the portfolio on 31 December 2013 can be found on pages 10 to
12 of the accounts.
Responsible Ownership
The Fund Manager takes a particular interest in corporate governance and social responsible investment policy. As
stated within the Corporate Governance Statement on pages 21 to 25. The Fund Manager’s current policy is available
on its website www.athelneytrust.co.uk. The Board supports the Fund Manager on his voting policy and their stance
towards environmental, social and governance issues.
13
Athelney Trust plc
STRATEGIC REPORT
(CONTINUED)
Environment Emissions
All of the Company’s activities are outsourced to third parties. As such it does not have any physical assets, property,
or operations of its own and does not generate any greenhouse gas or other emissions.
Social, Community and Human Rights Issues
The Company has only one employee and, as far as the Board is aware, no issues exist in respect of social, community
or human rights issues.
Review of Performance and Outlook
Reviews of the Company’s returns during the financial year, the position of the Company at the year end, and the
outlook for the coming year are contained in the Chairman’s Statement on pages 4 to 9 which forms part of the
Strategic Report.
Principal Risks and Uncertainties and Risk Management
As stated within the Corporate Governance Statement on pages 21 to 25, the Board applies the principles detailed in
the internal control guidance issued by the Financial Reporting Council, and has established a continuing process
designed to meet the particular needs of the Company in managing the risks and uncertainties to which it is exposed.
The principal risks and uncertainties faced by the Company are described below and in note 13 which provides
detailed explanations of the risks associated with the Company’s financial instruments.
• Market – the Company’s fixed assets consist almost entirely of listed securities and it is therefore exposed to
movements in the prices of individual securities and the market generally.
• Investment and strategic – incorrect investment strategy, asset allocation, stock selection and the use of gearing could
all lead to poor returns for shareholders.
• Regulatory – breach of regulatory rules could lead to suspension of the Company’s Stock Exchange listing, financial
penalties, or a qualified audit report. Loss of investment trust status could lead to the Company being subject to tax on
capital gains.
• Operational – failure of the accounting systems or disruption to its business, or that of other third party service
providers, could lead to an inability to provide accurate reporting and monitoring, leading to a loss of shareholders’
confidence.
• Financial – inadequate controls by the Fund Manager or other third party service providers could lead to
misappropriation of assets. Inappropriate accounting policies or failure to comply with accounting standards could lead
to misreporting or breaches of regulations. Breaching bond and loan borrowing facilities could lead to a loss of
shareholders’ confidence and financial loss for shareholders.
• Liquidity –the Company may have difficulty in meeting obligations associated with financial liabilities.
The Board seeks to mitigate and manage these risks through continual review, policy setting and enforcement of
contractual obligations. It also regularly monitors the investment environment and the management of the Company’s
investment portfolio. Investment risk is spread through holding a wide range of securities in different industrial
sectors.
14
Athelney Trust plc
STRATEGIC REPORT
(CONTINUED)
Statement Regarding Annual Report and Accounts
Following a detailed review of the Annual Report and Accounts by the Audit Committee, the Directors consider that
taken as a whole it is fair, balanced and understandable and provides the information necessary for shareholders to
assess the Company’s performance, business model and strategy.
BY ORDER OF THE BOARD
J. Girdlestone
Secretary
Waterside Court
Falmouth Road
Penryn
Cornwall
TR10 8AW
5 March 2014
15
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
2013. This report also contains certain information required in accordance with s992 of the Companies Act 2006.
Results and Dividends
The return on ordinary revenue activities before dividends for the year is £121,884 (2012: £107,956) as detailed on
page 31.
It is recommended that a dividend of 5.5p (2012: 5p) per ordinary share be paid.
Principal Activity and Status
The Company (company number: 02933559) is a public limited company and an investment company in terms of the
Companies Act 2006.
The Company carries on business as an investment trust. It has been approved by HM Revenue & Customs as an
investment trust.
Directors
Biographical details of the Directors, all of whom are non-executive, can be found on pages 2 and 3.
As explained in more detail in the Corporate Governance Statement on pages 21 to 25, the Board has agreed that all
Directors will retire annually. Accordingly, the five Directors will retire at the Annual General Meeting. Being
eligible, the five Directors offer themselves for re-election.
The Board confirms that, following the evaluation process set out in the Corporate Governance Statement on pages 21
to 25, the performance of each of the Directors seeking re-election continues to be effective and demonstrates
commitment to the role. The Board therefore believes that it is in the interests of shareholders that these Directors are
re-elected. In addition to any power of removal conferred by the Companies Acts, the Company may by special
resolution remove any Director without notice.
Directors’ Deeds of Indemnity
Each Director of the Company is entitled to be indemnified to the extent permitted by the Companies Act 2006 against
liabilities incurred by any of them in the execution of their duties and exercise of their powers.
Conflicts of Interest
Each Director has a statutory duty to avoid a situation where he has, or could have, a direct or indirect interest which
conflicts, or may conflict, with the interests of the Company. A Director will not be in breach of that duty if the
relevant matter has been authorised by the Board in accordance with the Company’s Articles of Association. The
Board has approved a protocol for identifying and dealing with conflicts and conducts a review of actual or possible
conflicts at least annually. No conflicts or potential conflicts were identified during the year.
16
REPORT OF THE DIRECTORS OF
Athelney Trust plc
(CONTINUED)
Capital Structure
At 31 December 2013 the Company’s capital structure consisted of 1,983,081 Ordinary Shares of 25p each (2012:
1,983,081 Ordinary Shares of 25p each).
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 2013
78,038
428,175
20,000
1 January 2013
78,038
448,970
20,000
H.B. Deschampsneufs’ interest includes 19,163 (2012:19,163) shares held in his Self-Invested Personal Pension. R.G.
Boyle’s interest includes 16,970 (2012:16,970) shares held in his Self-Invested Personal Pension. D.A. Horner’s
interest includes 20,000 (2012:20,000) shares owned by a pension fund in which D.A. Horner has an interest.
Dr. E.C. Pohl and EC Pohl & Co, a company which he controls and which manages portfolios for clients, have a
controlling interest in Global Masters Fund which itself holds 220,679 (2012: 180,279) shares in the company. There
have been no changes in the above Directors’ interests up to 28 February 2014.
Included within R.G. Boyle’s holding is an interest in Trehellas House Limited, a company which holds 391,600
(2012: 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 on
behalf of its clients 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.
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
428,175
220,679
114,000
87,500
78,038
75,000
60,000
% of issue
21.59
11.13
5.75
4.41
3.94
3.78
3.03
On 6 January 2014 Mr G.W and Mrs D.J Whicheloe each sold 5000 shares this makes their revised percentage 5.24.
There have been no other changes in the above major shareholdings in the company up to 28 February 2014.
17
REPORT OF THE DIRECTORS OF
Athelney Trust plc
(CONTINUED)
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.
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.
Going Concern
In assessing the going concern basis of accounting, the Directors have had regard to the guidance issued by the
Financial Reporting Council. They have considered the current cash position of the Company, and forecast revenues
for the current financial year. The Directors have also taken into account the Company’s investment policy, which is
described on page 13 and which is subject to regular Board monitoring processes, and is designed to ensure that the
Company is invested in mainly liquid, listed securities.
The Company retains title to all assets held by its custodian. Note 13 to the accounts sets out the financial risk profile
of the Company and indicates the effect on its assets and liabilities of falls and rises in the value of securities, market
rates of interest and changes in exchange rates.
The Directors believe, in the light of the controls and review processes noted above and bearing in mind the nature of
the Company’s business and assets, that the Company has adequate resources to continue in operational existence for
the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the accounts.
Financial Instruments
The Company’s financial instruments comprise its investment portfolio, cash balances and debtors and creditors that
arise directly from its operations such as sales and purchases awaiting settlement and accrued income. The financial
risk management objectives and policies arising from its financial instruments and the exposure of the Company to
risk are disclosed in note 13 to the accounts.
18
REPORT OF THE DIRECTORS OF
Athelney Trust plc
(CONTINUED)
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with
applicable law and regulations.
Under company law the Directors are required 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). The Financial Statements
are required by law to 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 accounting 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 proper accounting records that disclose with reasonable accuracy at any time
the financial position of the Company and enable them to ensure that its Financial Statements comply with the
Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, a Directors’
Remuneration Report and a Corporate Governance Statement.
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.
The Directors confirm to the best of their knowledge:
-
the financial statements, which have been prepared in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), give a true and
fair view of the assets, liabilities, financial position and net return of the company; and
- the Strategic Report and Report of the Directors 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 that it faces.
19
REPORT OF THE DIRECTORS OF
Athelney Trust plc
(CONTINUED)
Disclosure of Information to Auditors
The Directors confirm that, so far as each of them is aware, there is no relevant audit information of which the
Company’s auditor is unaware and the Directors have taken all the steps that they ought to have taken as Directors in
order to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware
of that information.
Auditors
Clement Keys LLP have expressed their willingness to continue in 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
5 March 2014
20
Athelney Trust plc
CORPORATE GOVERNANCE STATEMENT
Shareholders hold the directors of a company responsible for the stewardship of that company’s affairs. Corporate
governance is the process by which a board of directors discharges this responsibility. The Company’s arrangements in
respect of corporate governance are explained in this report.
The Company is required to comply with, or to explain its non-compliance with, the relevant provisions of the UK
Corporate Governance Code issued by the Financial Reporting Council (the ‘FRC’) in September 2012 which can be
found at www.frc.org.uk. The Association of Investment Companies issued its own Code of Corporate Governance in
February 2013 (the ‘AIC Code’), which can be found at www.theaic.co.uk and which has been approved by the FRC
as it addresses all the principles of the UK Corporate Governance Code as well as setting out additional principles and
recommendations on issues which are of specific relevance to investment trusts. The Board considers that reporting
against the principles and recommendations of the AIC Code provides better information to shareholders than the UK
Corporate Governance Code on its own.
The Company has not complied with the provisions of the Corporate Governance Code in respect of the following:
• 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.
• Due to the size of the Board, it is felt inappropriate to appoint a senior independent non-executive
Director.
• 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.
• 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.
•
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.
At the end of the year the Board consisted of five independent Directors. The Board has agreed that all Directors will
retire annually and, if appropriate, seek re-election. The biographies of all the Directors are contained on pages 2 and
3.
The Board believes that each Director is independent in character and that there are no relationships or circumstances
which are likely to affect his judgement. All Directors receive relevant training, collectively or individually, as
necessary. 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.
The Directors of the Company meet at regular Board Meetings, during the year to 31 December 2013, the Board met
three times with all Directors present.
Individual Directors may, at the expense of the Company, seek independent professional advice on any matter that
concerns them in the furtherance of their duties.
21
Athelney Trust plc
CORPORATE GOVERNANCE STATEMENT
(CONTINUED)
The Board subscribes to the view expressed in the AIC Code that long-serving Directors should not be prevented from
forming part of an independent majority. It does not consider that the length of a Director’s tenure reduces his ability
to act independently. The Board’s policy on tenure is that continuity and experience are considered to add significantly
to the strength of the Board and, as such, no limit on the overall length of services of any of the Company’s Directors,
including the Chairman, has been imposed, although the Board believes in the merits of periodic and progressive
refreshment of its composition.
The basis on which the Company aims to generate value over the longer term is set out in the Strategic Report on
pages 13 to 15. All matters, including corporate and gearing strategy, investment and dividend policies, corporate
governance procedures and risk management are reserved for the approval of the Board of Directors. The Board
receives full information on the Company’s investment performance, assets, liabilities and other relevant information
in advance of Board meetings.
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:
• 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.
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.
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 2013 Annual General Meeting for a term to expire at
the next Annual General Meeting. All four non-executive Directors offer themselves for re-election at the forthcoming
Annual General Meeting.
22
Athelney Trust plc
CORPORATE GOVERNANCE STATEMENT
(CONTINUED)
Remuneration Committee
The Remuneration Committee comprises Hugo Deschampsneufs and David Horner with David Horner as 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 26 to 27 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 Company Secretary also ensures timely delivery of
information and reports and that the statutory obligations of the Company are met.
All the directors have access to the advice and services of the company secretary.
Independent Professional Advice and Director’s Training
There is an agreed procedure for Directors to seek independent professional advice if necessary at the Company’s
expense.
The Chairman liaises on a regular basis with the other Directors and the Company Secretary to ensure that they are
maintaining adequate training and continuing professional development.
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.
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.
Audit Committee
The Audit Committee is chaired by David Horner and attended by Hugo Deschampsneufs. The committee met once
during the year. The duties of the committee include reviewing the Annual and Interim Accounts, the system of
internal controls, and the terms of appointment and remuneration of the auditor, Clement Keys LLP (CK), including its
independence and objectivity. It is also the forum through which CK reports to the Board of Directors.
Much of the Board’s corporate governance responsibility is discharged through the Audit Committee. This Committee
operates within clearly defined written terms of reference which are available upon request at the Company’s
registered office.
23
Athelney Trust plc
CORPORATE GOVERNANCE STATEMENT
(CONTINUED)
Significant Issues Considered by the Audit Committee in Relation to the Financial Statements
Matter
Investment Portfolio Valuation
The Company’s portfolio is invested predominantly in
listed securities. Although most of the securities are
highly liquid and listed on recognised stock exchanges,
errors in the portfolio valuation could have a material
impact on the Company’s net asset value per share.
Misappropriation of Assets
Misappropriation of the Company’s investments or
cash balances could have a material impact on its net
asset value per share.
Action
The portfolio is valued at bid price at the end of each
month by the custodians Speirs & Jeffrey Limited.
The portfolio is valued at bid price at the end of each
month by the custodians Speirs & Jeffrey Limited. The
portfolio is agreed on a monthly basis by the company
secretary during the completion of the monthly accounts.
Income Recognition
Incomplete or inaccurate income recognition could
have an adverse effect on the Company’s net asset
value and earnings per share and its level of dividend
cover.
The level of income received for the year is agreed on a
monthly basis with the Fund Manager, the company
secretary and the dividend forecast for the year.
The Audit Committee reviews the scope and results of the audit and, during the year, considered and approved CK’s
plan for the audit of the financial statements for the year ended 31 December 2013. At the conclusion of the audit CK
did not highlight any issues to the Audit Committee which would cause it to qualify its audit report nor did it highlight
any fundamental internal control weaknesses. CK issued an unqualified audit report which is included on pages 28 to
30.
The Audit Committee also reviews the provision of non audit services by the auditor. It has been agreed that all non-
audit work to be carried out by the auditor must be approved in advance by the Audit Committee. In addition to
statutory audit fees of £10,260 (2012: £10,260) CK received fees for audit related regulatory reporting services of
£1,050 for the year (2012: £1,050) which related to the work completed on the review of the interim accounts. The
Audit Committee does not consider that the provision of such non-audit services is a threat to the objectivity and
independence of the conduct of the audit.
As part of the review of auditor independence and effectiveness, CK has confirmed that it is independent of the
Company and has complied with relevant auditing standards. In evaluating CK, the Audit Committee has taken into
consideration the standing, skills and experience of the firm and the audit team. The appointment has not been put out
to tender notwithstanding CK’s tenure over many years as the Audit Committee, from direct observation and enquiry,
remains satisfied that CK continues to provide effective independent challenge in carrying out its responsibilities.
Following professional guidelines, the audit partner rotates after five years. On the basis of this assessment, the Audit
Committee has recommended the continuing appointment of CK to the Board. CK’s performance will continue to be
reviewed annually taking into account all relevant guidance and best practice.
24
Athelney Trust plc
CORPORATE GOVERNANCE STATEMENT
(CONTINUED)
Relations with Shareholders
The Company places great importance on communication with shareholders and welcomes their views. The Chairman
and other Directors are available to meet shareholders. The Annual General Meeting of the Company provides a
forum, both formal and informal, for shareholders to meet and discuss issues with the Directors of the Company.
The notice of the Annual General Meeting, to be held in London on 9 April 2014, is set out on pages 44 to 51. The
Annual Report and Notice of Annual General Meeting are sent to shareholders at least 20 working days before the
Meeting.
Internal Control
The Board is responsible for the Company’s system of internal control and for reviewing its effectiveness. It has
therefore established an ongoing process designed to meet the particular needs of the Company in managing the risks
to which it is exposed, consistent with the internal control guidance issued by the Financial Reporting Council.
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 and is consistent with the
internal control guidance issued by the Financial Reporting Council.
The Board has reviewed the need for an internal audit function. It has decided that the systems and procedures
employed by the Directors, provide sufficient assurance that a sound system of internal control, which safeguards the
Company’s assets, is maintained. An internal audit function specific to the Company is therefore considered
unnecessary.
Corporate Governance and Social Responsible Investment Policy
The Board is aware of its duty to act in the interests of the company. The Board acknowledges that there are risks
associated with investment in companies which fail to conduct business in a socially responsible manner. The
Investment Manager considers social environmental and ethical factors which may affect the performance or value of
the company's investments. The Directors, through the Manager, encourage companies in which investments are held
to adhere to best practice in the area of Corporate Governance. They believe that this can best be achieved by entering
into a dialogue with company management to encourage them, where necessary, to improve their policies in this area.
The Company's ultimate objective is to deliver superior long term returns for Shareholders which the Board believe
will be produced on a sustainable basis by investing in companies which adhere to best practice in the area of
Corporate Governance. Accordingly the Fund Manager will seek to favour companies which pursue best practice in
this area.
Waterside Court
Falmouth Road
Penryn
Cornwall
TR10 8AW
5 March 2014
BY ORDER OF THE BOARD
J. Girdlestone
Secretary
25
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 28 and 30.
Remuneration Committee
The Company has a Remuneration Committee comprising Hugo Deschampsneufs and David Horner. David Horner
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 2014. The remuneration of the non-executive Directors is 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 five financial years ended 31 December 2013, 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.
Athe lne y's Share holde r Re turn and NAV agains t Be nchmarks of AIM All-Share and Small
Caps
(figure s have be e n re base d to 100 at 31 De cembe r 2005)
170.00
160.00
150.00
140.00
130.00
120.00
110.00
100.00
90.00
80.00
70.00
60.00
Dec-09
Dec-10
Dec-11
Dec-12
Dec-13
*Assuming all dividends are reinvested
Past Performance is no guarantee of future performance.
NAV
Shareholder Return
AIM All Share
Ye ar End
Small Caps
26
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 (Non-executive)
Manny Pohl (alternate Non-executive)
2013
£
10,000
45,000
7,500
-
-
62,500
2012
£
10,000
45,000
7,500
-
-
62,500
Approval
The Directors’ Remuneration Report was approved by the Board on 5 March 2014.
J. Girdlestone
Company Secretary
27
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
ATHELNEY TRUST PLC
We have audited the financial statements of Athelney Trust plc for the year ended 31 December 2013, which comprise
the Income Statement, the Reconciliation of Movements in Shareholders’ Funds, the Balance Sheet, the Cash Flow
Statement and the related notes 1 to 14. 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 auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Statement of Directors’ Responsibilities set out on page 19, 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 (APB’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. In addition, we read all the financial
and non-financial information in the Annual Report to identify material inconsistencies with the audited financial
statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent
with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent
material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion the financial statements:
•
•
•
give a true and fair view of the state of the Company’s affairs as at 31 December 2013 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.
Our assessment of risks of material misstatement
We identified the following risks of material misstatement that had the greatest effect on the overall audit strategy, the
allocation of resources in the audit, and directing the efforts of the audit engagement team:
Valuation and existence of investments:
Due to the materiality of investments in the context of the financial statements as a whole.
Completeness of investment income:
Due to the materiality of the investment income in the context of revenue results for the year.
28
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
(CONTINUED)
ATHELNEY TRUST PLC
Our application of materiality
We apply the concept of materiality both in planning and performing our audit. This assists us in determining the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on our audit and on the
financial statements and in forming our audit opinion. We also took into account that matters below these thresholds
may still be considered material for qualitative reasons.
We determined materiality for the financial statements as a whole to be £72,200. This has been calculated by reference
to several benchmarks of the financial statements and approximates to approximately 2.5% of investment assets. Due
to the significance of the company’s net assets compared to the amounts in the revenue column of the Income
Statement, we calculated a separate materiality for the revenue column of the Income Statement of £14,900.
We agreed with the audit committee to report to it all corrected and uncorrected misstatements we identified through
our audit with a value in excess of £3,600 in addition to other audit misstatements below that threshold that we believe
warranted reporting on qualitative grounds.
An overview of the scope of our audit
In establishing the overall approach to our audit, we assessed the risk of material misstatement, taking into account the
nature, likelihood and potential magnitude of any misstatement, together with an assessment of the control
environment. Following this assessment, we determined the extent of testing required in each area within the financial
statements. We considered the main areas of focus to be investment valuation and existence and investment income.
We obtained audit evidence primarily through substantive procedures.
Our procedures over the existence, completeness and valuation of the company’s investment portfolio included, but
were not limited to:
•
•
•
•
agreeing investment holdings to third party documentation;
designing audit procedures to check that such investments have been correctly valued (at bid price);
reviewing acquisitions and disposals of shares in the period to test whether all have been recorded accurately;
and
reviewing investment values after the balance sheet date, to consider the implications for the financial
statements where there have been material changes.
Our procedures over the completeness of investment income included but were not limited to:
•
•
•
for a sample of investments held confirming that the income that should have been received has been received
and recorded within the accounting records;
assessing whether any dividend receipts should be treated as capital receipts; and
ensuring that income has been recognised in accordance with the company’s accounting policies.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
•
•
the information given in the Strategic Report and Directors’ Report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with
the Companies Act 2006.
29
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
(CONTINUED)
ATHELNEY TRUST PLC
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the ISAs (UK and Ireland), we are required to report to you if, in our opinion, information in the annual report
is:
• materially inconsistent with the information in the audited financial statements; or
•
apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Company
acquired in the course of performing our audit; or
otherwise misleading.
•
In particular, we are required to consider whether we have identified any inconsistencies between our knowledge
acquired during the audit and the directors’ statement that they consider the annual report is fair, balanced and
understandable, and whether the annual report appropriately discloses those matters that we communicated to the audit
committee which we consider should have been disclosed.
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
•
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
•
certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Under the Listing Rules we are required to review:
•
•
•
the directors’ statement, set out on page 18, in relation to going concern; and
the part of the Corporate Governance Statement relating to the Company’s compliance with the nine
provisions of the UK Corporate Governance Code specified for our review; and
certain elements of the report to shareholders by the Board on directors’ remuneration.
Simon Atkins FCA
Senior Statutory Auditor
for and on behalf of
Clement Keys LLP
Chartered Accountants
Statutory Auditor
No. 8 Calthorpe Road
Edgbaston
Birmingham
B15 1QT
5 March 2014
30
Athelney Trust plc
INCOME STATEMENT
(INCORPORATING THE REVENUE ACCOUNT)
For the Year Ended 31 December
2013
For the Year Ended 31 December
2012
Note Revenue
Capital
Total
Revenue
Capital
Total
Gains on investments
held at fair value
Income from
investments
Investment
Management expenses
Other expenses
Net return on ordinary
activities before taxation
Taxation
8
2
3
3
5
Net return on ordinary
activities after taxation 6
£
£
£
£
£
£
-
1,466,773 1,466,773
-
601,046
601,046
155,571
-
155,571
141,049
-
141,049
(5,765)
(53,034)
(58,799)
(5,774)
(52,847)
(58,621)
(27,922)
(42,804)
(70,726)
(27,319)
(39,658)
(66,977)
121,884
1,370,935 1,492,819
107,956
508,541
616,497
-
-
-
-
-
-
121,884
1,370,935 1,492,819
107,956
508,541
616,497
Net return per
ordinary share
6
6.1p
69.1p
75.3p
5.4p
25.6p
31.1p
Dividend per ordinary share
paid during the year 7
5.0p
4.95p
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 35 to 42 form part of these financial statements.
31
Athelney Trust plc
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS
Called-up
Share
Share
Capital Premium
£
£
Capital
reserve
realised
£
Capital
Total
reserve Revenue Shareholders’
Funds
£
reserve
£
unrealised
£
Balance brought forward
at 1 January 2012
Net profits on realisation
of investments
Increase in unrealised
appreciation
Expenses allocated to
capital
Profit for the year
Dividend paid in year
Shareholders’ Funds at
31 December 2012
Balance brought forward
at 1 January 2013
Net profits on realisation
of investments
Increase in unrealised
appreciation
Expenses allocated to
capital
Profit for the year
Dividend paid in year
Shareholders’ Funds at
31 December 2013
495,770
545,281
660,826
522,543
213,273
2,437,693
-
-
-
-
-
-
-
-
-
-
183,707
-
-
417,339
-
-
(92,505)
-
-
-
-
-
-
107,956
(98,162)
183,707
417,339
(92,505)
107,956
(98,162)
495,770
545,281
752,028
939,882
223,067
2,956,028
495,770
545,281
752,028
939,882 223,067
2,956,028
-
-
-
-
-
-
-
-
-
-
297,801
-
-
1,168,972
-
-
(95,838)
-
-
-
-
- 121,884
(99,154)
-
297,801
1,168,972
(95,838)
121,884
(99,154)
495,770
545,281
953,991
2,108,854 245,797
4,349,693
The notes on pages 35 to 42 form part of these financial statements.
32
Athelney Trust plc
BALANCE SHEET AS AT 31 DECEMBER 2013
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
2013
£
2012
£
4,298,919
2,859,671
41,782
24,709
66,491
(15,717)
50,774
90,209
21,369
111,578
(15,221)
96,357
Total assets less current liabilities
4,349,693
2,956,028
Provisions for liabilities and charges
-
-
Net assets
4,349,693
2,956,028
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
953,991
2,108,854
245,797
4,349,693
219.3p
495,770
545,281
752,028
939,882
223,067
2,956,028
149.1p
Approved and authorised for issue by the Board of Directors on 5 March 2014.
……………………………….
R.G. Boyle
Director
The notes on pages 35 to 42 form part of these financial statements.
33
Athelney Trust plc
CASHFLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2013
2013
£
£
2012
£
£
Net cash inflow/(outflow) from operating
activities
Taxation
Corporation tax paid
Capital Expenditure and Financial
Investment
Purchases of investments
Sales of investments
Net cash inflow from Capital Expenditure
and Financial Investment
Equity dividends paid
Increase in cash in the year
Reconciliation of operating net revenue to
net cash outflow from operating activities
Revenue on ordinary activities before taxation
Decrease/(increase) in debtors
Increase in creditors
Investment management expenses charged to
capital
Other expenses charged to capital
Net cash inflow/(outflow) from operating
activities
Reconciliation of net cashflow to movement
in net funds
Cash at bank and in hand
74,969
-
(722,310)
749,835
(308,880)
425,776
27,525
(99,154)
3,340
£
121,884
48,427
496
(53,034)
(42,804)
74,969
(17,319)
-
116,896
(98,162)
1,415
£
107,956
(32,860)
90
(52,847)
(39,658)
(17,319)
Net funds
at
31.12.2012
£
21,369
Cashflow
£
3,340
Net funds at
31.12.2013
£
24,709
The notes on pages 35 to 42 form part of these financial statements.
34
Athelney Trust plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
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.
The financial statements have been prepared on the assumption that approval as an investment trust will
continue to be granted. The financial statements, and the net asset value per share figures, have been
prepared in accordance with UK Generally Accepted Accounting Practice (UK GAAP).
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.
35
Athelney Trust plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
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 financial
statements 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 Main Market listed investments
UK AIM traded shares
2013
£
155,543
28
155,571
2013
£
94,552
60,991
155,543
2012
£
141,018
31
141,049
2012
£
94,597
46,421
141,018
36
Athelney Trust plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
3. Return on Ordinary Activities Before Taxation
2013
£
2012
£
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
Average number of employees:
Chairman
Investment
Administration
37
17,500
45,000
10,260
-
1,050
32,035
6,065
8,241
9,374
129,525
2013
£
62,500
5,495
67,995
24,250
2,290
26,540
86,750
7,785
94,535
1
2
1
4
17,500
45,000
10,260
100
1,050
31,307
5,847
7,638
6,896
125,598
2012
£
62,500
5,583
68,083
23,500
2,224
25,724
86,000
7,807
93,807
1
2
1
4
Athelney Trust plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
5. Taxation
(i) On the basis of these financial statements no provision has been made for corporation tax (2012: Nil).
(ii) Factors affecting the tax charge for the year
The tax charge for the period is lower than (2012: lower than) the average small company rate of
corporation tax in the UK 20 per cent. The differences are explained below:
2013
£
2012
£
Total return on ordinary activities before tax
1,492,819
616,497
Total return on ordinary activities multiplied by the average
small company rate of corporation tax 20% (2012: 20%)
298,564
123,299
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
(27,412)
(233,794)
(59,560)
22,202
-
(24,072)
(83,468)
(36,741)
20,982
-
The Company has unrelieved excess revenue management expenses of £82,300 at 31 December 2013 (2012:
£67,123) and £102,597 (2012: £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 2012, 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 2012. 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 on
ordinary activities after
taxation
Weighted average number
of shares
£
Revenue
2013
£
Capital
£
Total
£
Revenue
2012
£
Capital
£
Total
121,884
1,370,935 1,492,819
107,956
508,541
616,497
1,983,081
1,983,081
Return per ordinary share
6.1p
69.1p
75.3p
5.4p
25.6p
31.1p
38
Athelney Trust plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
7. Dividend
Final dividend in respect of 2012 of 5p (2012: a final
dividend of 4.95p was paid in respect of 2011) per share
2013
£
99,154
2012
£
98,162
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 5.5p (2012: 5p) per ordinary share be paid amounting to a total of
£109,069. For the year 2012, a final dividend of 5p was paid on 12 April 2013 amounting to a total of
£99,154.
Revenue available for distribution
Final dividend in respect of financial year ended
31 December 2013
Undistributed Revenue Reserve
8. Investments
Movements in year
Valuation at beginning of year
Purchases at cost
Sales - proceeds
- realised gains on sales
Increase in unrealised appreciation
Valuation at end of year
Book cost at end of year
Unrealised appreciation at the end of the year
UK Main Market listed
investments
UK AIM traded shares
39
2013
£
121,884
(109,069)
12,815
2013
£
2,859,671
722,310
(749,835)
297,801
1,168,972
4,298,919
2,190,065
2,108,854
4,298,919
2,679,736
1,619,183
4,298,919
2012
£
107,956
(99,154)
8,802
2012
£
2,375,521
308,880
(425,776)
183,707
417,339
2,859,671
1,919,789
939,882
2,859,671
1,754,504
1,105,167
2,859,671
Athelney Trust plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
8. Investments (continued)
Gains on investments
Realised gains on sales
Increase in unrealised appreciation
2013
£
297,801
1,168,972
1,466,773
2012
£
183,707
417,339
601,046
The purchase costs and sales proceeds above include transaction costs of £4,496 (2012: £2,305) and £3,615
(2012: £1,719) 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
(2012: 1,983,081 Ordinary Shares of 25p)
2013
£
37,105
4,677
41,782
2013
£
3,198
172
12,347
15,717
2013
£
2012
£
76,299
13,910
90,209
2012
£
2,975
172
12,074
15,221
2012
£
2,500,000
2,500,000
495,770
495,770
40
Athelney Trust plc
FOR THE YEAR ENDED 31 DECEMBER 2013
NOTES TO THE FINANCIAL STATEMENTS
12. Reserves
Share
premium
account
£
545,281
-
-
-
-
-
545,281
2013
Capital
reserve
realised
£
752,028
297,801
-
(95,838)
-
-
953,991
Capital
reserve
unrealised
£
939,882
-
1,168,972
-
-
-
2,108,854
Revenue
reserve
£
223,067
-
-
-
121,884
(99,154)
245,797
Balance at 1 January 2013
Net gains on realisation of investments
Increase in unrealised appreciation
Expenses allocated to capital
Profit for the year
Dividend paid in year
Balance at 31 December 2013
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 2.76 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.
41
Athelney Trust plc
FOR THE YEAR ENDED 31 DECEMBER 2013
NOTES TO THE FINANCIAL STATEMENTS
14. Net Asset Value Per Share
The net asset value per share is based on net assets of £4,349,693 (2012: £2,956,028) divided by 1,983,081
(2012: 1,983,081) ordinary shares in issue at the year end.
Net asset value
2013
2012
219.3p
149.1p
42
Athelney Trust plc
OFFICERS AND FINANCIAL ADVISERS
H.B. Deschampsneufs (Chairman) Email: hugo@athelneytrust.co.uk
Email: robin@athelneytrust.co.uk
R.G. Boyle (Managing Director)
Email: dah@chelvertonam.com
D.A. Horner
Email: jladdison@bigpond.com
J.L. Addison
Email: manny.pohl@ecpohl.com
Dr. E.C. Pohl (Alternate Director)
J. Girdlestone
Waterside Court
Falmouth Road
Penryn
Cornwall, TR10 8AW
Waterside Court
Falmouth Road
Penryn
Cornwall, TR10 8AW
02933559
(Registered in England)
McClure Naismith LLP
49 Queen Street
Edinburgh
EH12 3NH
Speirs & Jeffrey Limited
50 George Square
Glasgow, G2 1EH
Clement Keys LLP
8 Calthorpe Road
Edgbaston
Birmingham, B15 1QT
HSBC Bank Plc
Market Street
Falmouth
Cornwall, TR11 3AA
Share Registrars Limited
Suite E First Floor
9 Lion & Lamb Yard
Farnham
Surrey, GU9 7LL
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: peter@shareregistrars.uk.com
Tel: 01252 821 390
City Road Communications
Limited
42-44 Carter Lane
London, EC4V 5EA
Email: paulquade@cityroad.uk.com
Tel: 0207 248 8010
Directors:
Secretary:
Registered Office:
Company Number:
Solicitor:
Stockbroker:
Auditors:
Banker:
Registrar:
Public Relations
Consultants:
43
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the content or action you should take, you should immediately consult your
stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under
the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all your shares in Athelney Trust plc please send this document,
together with the accompanying Form of Proxy to the purchaser or transferee or to the stockbroker, bank or
other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
____________________________________________________________________________________
ATHELNEY TRUST PLC
NOTICE OF ANNUAL GENERAL MEETING
Notice of the Annual General Meeting to be held at the offices of McClure Naismith LLP, Equitable House,
47 King William Street, London EC4R 9AF on 9 April 2014 at 4.30pm is set out at the end of this document.
The accompanying Form of Proxy for use at the Annual General Meeting should be completed and returned
and to be valid to reach John Girdlestone, C/O Athelney Trust plc, Waterside Court, Falmouth Road,
Penryn, Cornwall TR10 8AW as soon as possible but, in any event so as to arrive not later than 48 hours
prior to the meeting time being not later than 4.30pm on 7 April 2014.
44
Letter from the Chairman
Athelney Trust PLC
(Incorporated and registered in England and Wales with No. 02933559)
Directors
H. B. Deschampsneufs
R.G. Boyle
D.A. Horner
J.L. Addison
Dr E.C. Pohl
Registered office:
Waterside Court
Falmouth Road
Penryn
Cornwall TR10 8AW
To the holders of ordinary shares of 25p each (“Shares”) in the capital of Athelney Trust plc (“Company”).
5 March 2014
Dear Shareholder,
ANNUAL GENERAL MEETING
APPROVAL OF ANNUAL REPORT AND ACCOUNTS AND OTHER RESOLUTIONS
Introduction
The Annual General Meeting (“AGM”) of the Company is to be held on 9 April 2014 at 4.30pm at the offices of
McClure Naismith LLP, Equitable House, 47 King William Street, London EC4R 9AF. A copy of the notice
convening the AGM (the “Notice”) is set out at the end of this letter.
Your full attention is directed to the full terms of the Notice.
As you will see from the Notice, there are those additional items of special business to be considered at Resolutions
11, 12 & 13 and I am writing to you to explain its purpose.
In addition, the normal business of the Annual General Meeting including appointment of directors and the approval
of the Annual Report and Accounts for the year ended 31 December 2013 will be undertaken at this meeting.
Reference is made to those resolutions at the end of this letter. A copy of the Annual Report and Accounts is
enclosed.
Proposal
It is the belief of the directors of the Company (the “Directors” or the “Board”) that the Company would benefit
from the directors being authorised to allot further shares in the Company so that the Company may make offers and
enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to
subscribe for, or convert other securities into, shares to be granted after the authority ends. The directors further
believe that the statutory pre-emption rights contained in the Companies Act be disapplied and that the Company be
allowed to purchase its own shares.
Resolution 11 proposes as follows:
The authority given to the Directors to allot further shares or to grant rights to subscribe for, or to convert securities
into ordinary shares in the capital of the Company requires the prior authorisation of the shareholders in general
meeting under section 551 Companies Act 2006.
Upon the passing of the Resolution 11, the Directors will have the necessary authority until the date of the next
annual general meeting or, 9 April 2015 if earlier, to allot and/or grant equity securities (as defined in section 560(1)
of the Act), up to an aggregate nominal amount of £49,577.
In addition, upon the passing of Resolution 11, (pursuant to paragraph (ii) of Resolution 11) the Directors will have
authority, until the date of the next annual general meeting of the Company or 9 April 2015 if earlier, to allot and/or
grant equity securities (as defined in section 560(1) of the Act) in connection with a rights issue in favour of
Shareholders up to an aggregate nominal amount equal to £49,577 as reduced by the aggregate nominal amount of
any shares issued under paragraph (a)(i) of Resolution 11.
45
The Directors will continue to seek to renew this authority at each annual general meeting in accordance with
current best practice.
This limited authority will enable the Directors to issue shares when they believe it is in the interests of the
Company to do so. While the Company would always consider from time to time the best manner of financing the
Company, there is no present intention of issuing ordinary shares pursuant to Resolution 10.
Resolution 12 proposes as follows:
If the Directors wish to exercise the authority under Resolution 11 and offer Shares (or sell any shares which the
Company may purchase and elect to hold as treasury shares) for cash, the Companies Act 2006 requires that unless
shareholders have given specific authority for the waiver of their statutory pre-emption rights, the new shares must
be offered first to existing shareholders in proportion to their existing shareholdings.
Resolution 12 empowers the Directors until the date of the next annual general meeting of the Company or, 9 April
2015 if earlier, to allot and/grant equity securities for cash (or transfer shares which are from time to time held by
the Company in treasury)
(i) (a) by way of a rights issue (subject to certain exclusions), or (b) by way of an open offer or other offer of
securities (not being a rights issue) in favour of existing shareholders in proportion to their shareholdings (subject to
certain exclusions) or
(ii) otherwise than pursuant to (i) up to an aggregate nominal value of £49,577. The Directors will seek to renew
such authority and power at successive annual general meetings.
This limited authority will enable the Directors to issue shares when they believe it is in the interests of the
Company to do so.
As at 25 February 2014 (being the last practicable date prior to publication of this document), the Company held no
shares in treasury.
Resolution 13 proposes as follows:
That authority be granted to the directors to make market purchases (as defined in section 693 Companies Act 2006)
of ordinary shares of 25p in the capital of the Company. In this case the authority contained in the resolution will be
limited to a maximum number of ordinary shares of 25p each equivalent to 10 per cent of the issued ordinary shares
of the Company at a minimum price of 25 pence per share and a maximum price (exclusive of expenses) being an
amount equal to 105 per cent of the average of the middle market quotations for an ordinary share of the Company
(as derived from the Daily Official List of London Stock Exchange plc) for the five trading days immediately
preceding the day on which the share is contracted to be purchased. This authority will expire at the Annual General
Meeting for 2014 or on 9 April 2015 if sooner.
Other resolutions
The other resolutions proposed to be taken at the AGM are set out below and constitute the normal annual business
of the meeting.
Resolutions 1 to 10 relate to the receiving of the report and accounts; the declaration of a dividend; the approval of
the report of the remuneration committee; the re-election of the five directors who retire by rotation under the
articles of association; and the re-appointment of the auditors and approval of authority to set their remuneration.
Form of proxy and meeting arrangements
A form of proxy is enclosed for you to complete according to the instructions given in the Notice and on the proxy
form. The completed form should be sent to John Girdlestone, C/O Athelney Trust plc, Waterside Court, Falmouth
Road, Penryn, Cornwall TR10 8AW to be received not later than 48 hours before the start of the meeting being not
later than 4.30pm on 7 April 2014. Appointment of a proxy will not prevent you from attending and voting at the
meeting if you subsequently find that you are able to do so.
We would very much welcome you to the meeting, if you can attend, where there will be an opportunity for you to
ask questions relating to the business of the meeting.
46
Recommendation
I consider that all resolutions in the Notice are in the best interests of the Company and shareholders as a whole and I
recommend that you vote in favour of them.
Yours sincerely,
Hugo Deschampsneufs
Chairman
47
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Athelney Trust plc “the Company” will be held
at the offices of McClure Naismith LLP, 4th Floor, Equitable House, 47 King William Street, London, EC4R 9AF
on 9 April 2014 at 4.30 pm to consider the following Ordinary and Special business, of which Resolutions 1 to 10
will be proposed as Ordinary Resolutions and Resolutions 11 to 13 will be proposed as Special Resolutions:
ORDINARY BUSINESS
1
2
3
4
5
6
7
8
9
10
To receive and adopt the Company’s Accounts for the year ended 31 December 2013.
To declare a final dividend of 5.5p per ordinary share. It is intended that dividend cheques in respect of the
dividend will be posted on Monday 14 April 2014 to all shareholders on the register of members at close of
business on 21 March 2014.
To approve the Directors’ Remuneration Report for the year ended 31 December 2013.
To re-elect R.G. Boyle as a Director of the Company until the date of the next Annual General Meeting.
To re–elect H. B. Deschampsneufs as a Director of the Company until the date of the next Annual General
Meeting.
To re-elect D.A. Horner as a Director of the Company until the date of the next Annual General Meeting.
To re-elect J.L. Addison as a Director of the Company until the date of the next Annual General Meeting.
To re-elect Dr E.C. Pohl as a Director of the Company until the date of the next Annual General Meeting.
To re-appoint Clement Keys LLP as auditors to the Company and to authorise the Directors to fix their
remuneration.
That subject to and in accordance with the provisions of the Companies Act 2006, the Company be permitted
to send, convey, and/or supply, all types of notices, documents or information to the members by means of
electronic equipment for the processing, storage and transmission of data, using wires, radio, optical
technologies or any other electronic means, including, without limitation, by making such notices, documents
or information available on a website. If this resolution is passed at the meeting, paper copies of annual and
half yearly accounts will only be forwarded to those shareholders who make a request in writing.
SPECIAL BUSINESS
11
Directors’ authority to allot shares
To resolve that the directors be generally and unconditionally authorised pursuant to and in accordance
with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares or
grant rights to subscribe for or to convert any security into shares:
(i) up to an aggregate nominal amount of £49,577; and
(ii) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a
further nominal amount of £49,577 (such amount to be reduced by the aggregate nominal amount
of shares allotted or rights to subscribe for or to convert any security into shares allotted or rights
to subscribe for or to convert any security into shares in the Company granted under paragraph (i)
above) in connection with an offer by way of a rights issue;
such authorities to apply in substitution for all previous authorities pursuant to section 551 of the
Companies Act 2006 and to expire at the conclusion of the next annual general meeting or on 9 April 2015,
whichever is the earlier but, in each case, so that the Company may make offers and enter into agreements
48
during the relevant period which would, or might, require shares to be allotted or rights to subscribe for, or
convert other securities into, shares to be granted after the authority ends.
For the purposes of this resolution “rights issue” means an offer to:
(a)
(b)
ordinary shareholders in proportion (or as near as may be practicable) to their existing holdings;
and
people who are holders of other equity securities if this is required by the rights of those securities
or, if the directors consider it necessary, as permitted by the rights of those securities;
to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable
document) which may be traded for a period before payment for the securities is due, but subject in both
cases to such exclusions or other arrangements as the directors may deem necessary or expedient in relation
to treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under
the laws of, any territory.
12
Limited disapplication of pre-emption rights
That, subject to the passing of Resolution 11 above, the directors be empowered to allot equity securities
(as defined in section 560(1) of the Companies Act 2006) wholly for cash:
(i)
pursuant to the authority given by paragraph (i) of Resolution 11 above or where the allotment
constitutes an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006
in each case:
(a)
(b)
in connection with a pre-emptive offer; and
otherwise than in connection with a pre-emptive offer, up to an aggregate nominal
amount of £49,577; and
(ii)
pursuant to the authority given by paragraph (ii) of Resolution 11 above in connection with a
rights issue, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment;
such power to expire at the conclusion of the next annual general meeting or on 9 April 2015, whichever is
the earlier, but so that the Company may make offers and enter into agreements during this period which
would, or might, require equity securities to be allotted after the power ends and the directors may allot
equity securities under any such offer or agreement as if the power had not ended.
For the purposes of this resolution:
(a)
(b)
(c)
(d)
“rights issue” has the same meaning as in Resolution 11 above;
“pre-emptive offer” means an offer of equity securities open for acceptance for a period fixed by
the directors to (a) holders (other than the Company) on the register on a record date fixed by the
directors of ordinary shares in proportion to their respective holdings and (b) other persons so
entitled by virtue of the rights attaching to any other equity securities held by them, but subject in
both cases to such exclusions or other arrangements as the directors may deem necessary or
expedient in relation to treasury shares, fractional entitlements, record dates, legal, regulatory or
practical problems in, or under the laws of, any territory;
references to an allotment of equity securities shall include a sale of treasury shares; and
the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or
convert any securities into shares of the Company, the nominal amount of such shares which may
be allotted pursuant to such rights.
49
13
Authority to purchase ordinary shares
That the Company be and is hereby generally and unconditionally authorised for the purposes of section
701 of the Companies Act 2006 to make market purchases (within the meaning of section 693 of the
Companies Act 2006) of ordinary shares of 25p each in the capital of the Company and where such shares
are held in treasury, the Company may use them for the purposes of its employees’ share plans, provided
that:
(a)
(b)
(c)
(d)
(e)
the maximum aggregate number of ordinary shares authorised to be purchased shall be such
amount as represents 10 per cent of the Company’s issued share capital from time to time;
the minimum price which may be paid for each ordinary share shall be 25p;
the maximum price, exclusive of expenses, which may be paid for each ordinary share shall be an
amount equal to the higher of (a) 105 per cent of the average closing price of the Company’s
ordinary shares as derived from the London Stock Exchange Daily Official List for the five
London business days immediately preceding the day on which such share is contracted to be
purchased or (b) the higher of the price of the last independent trade and the highest current bid as
stipulated by Article 5(1) of the Commission Regulation (EC) 22 December 2003 implementing
the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of
financial instruments (No 2273/2003);
this authority shall expire at the conclusion of the next annual general meeting or on 9 April 2015
whichever is the earlier, unless such authority is renewed before then; and
the Company may make a contract to purchase its ordinary shares under this authority before its
expiry which would or might be executed wholly or partly after the expiry, and may make a
purchase of its ordinary shares under that contract.
Dated 5 March 2014
By Order of the Board
John Girdlestone
Company Secretary
Registered office:
Waterside Court
Falmouth Road
Penryn
Cornwall TR10 8AW
50
Notes:
1.
2.
3.
4.
5.
A member entitled to attend and vote at the above Meeting is entitled to appoint one or more proxies to
attend and vote on his or her behalf. A proxy need not be a member of the Company.
Completion of a proxy will not prevent members from attending and voting in person if they so wish.
The Company specifies that for a member to be entitled to attend and vote at the meeting (and for the
determination by the Company of the number of votes they may cast) they must be entered on the
Company’s register of members by 48 hours before meeting (“the Specified Time”). Changes to entries on
the register after the Specified Time will be disregarded in determining the rights of any person to attend or
vote at the meeting.
Copies of all directors’ service contracts of more than one year’s duration will be available for inspection
at the Registered Office during normal business hours on weekdays from the date of this notice to the date
of the meeting convened by this notice and at the meeting itself for at least 15 minutes prior to and during
the meeting. At the date of this Notice there were no directors’ service contracts of more than one year’s
duration.
The register of directors’ interests will be produced at the commencement of the meeting and will remain
open and accessible during the continuance of the meeting to any person attending the meeting.
51
Notes:
52
Notes:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that
only those members registered on the Company's register of members at 4.30 pm on 7 April 2014; or, if this
Meeting is adjourned, at 6.00 pm on the day two days prior to the adjourned meeting, shall be entitled to
attend and vote at the Meeting.
As a member 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.
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 please contact the Company Secretary, John Girdlestone.
Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have
appointed a proxy and attend the meeting in person, your proxy appointment will automatically be
terminated.
A proxy does not need to be a member of the Company but must attend the meeting to represent you. To
appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If
you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be
deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are
responsible for ensuring that they attend the meeting and are aware of your voting intentions.
In order to facilitate voting by corporate representatives at the Meeting, arrangements will be put in place at
the Meeting so that:
(i)
(ii)
if a corporate member has appointed the Chairman of the Meeting as its corporate representative
with instructions to vote on a poll in accordance with the directions of all the other corporate
representatives for that member at the Meeting, then, on a poll, those corporate representatives will
give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as
corporate representative in accordance with those directions; and
if more than one corporate representative for the same corporate member attends the Meeting but
the corporate member has not appointed the Chairman of the Meeting as its corporate
representative, a designated corporate representative will be nominated, from those corporate
representatives who attend, who will vote on a poll and the other corporate representatives will
give voting directions to that designated corporate representative.
All joint holders should sign this form.
In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy will be
accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by
the order in which the names stand in the Register of Members in respect of the joint holding.
In the case of a corporation this proxy must be given under its Common Seal or signed on its behalf by an
attorney or officer duly authorised.
Any alterations made in this form should be initialled.
If you submit more than one valid proxy appointment, the appointment received last before the latest time
for receipt of proxies will take precedence.
This Proxy should be returned to John Girdlestone, C/O Athelney Trust plc, Waterside Court, Falmouth
Road, Penryn, Cornwall TR10 8AW.
53
ATHELNEY TRUST PLC
Company Number 02933559
Form of Proxy for use at the Annual General Meeting to be held on 9 April 2014
at the offices of McClure Naismith LLP
Equitable House, 47 King William Street, London EC4R 9AF
in
full)
(name
I/We
of
......................................................................................................hereby appoint the Chairman of the Meeting or
failing him ..........................................of ................................................................................... to act as my/our proxy
to attend, speak and vote at the Annual General Meeting of the Company to be held on 9 April 2014 and at any
adjournment thereof.
.................................................................(IN
CAPITALS)
BLOCK
I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box
with an “X”. If no indication is given below, my/our proxy will vote or abstain from voting at his or her discretion.
RESOLUTIONS
FOR AGAINST ABSTAIN DISCRETIONARY
1
2
3
4
5
6
7
8
9
To receive and adopt the Company’s Accounts
for the year ending 31 December 2013.
To declare a final dividend of 5.5 p per
ordinary share.
To approve the Directors’ Remuneration
Report for the year ended 31 December 2013.
To re-elect R.G Boyle as a Director until the
date of the next Annual General Meeting.
To re–elect H.B Deschampneufs as a Director
until the date of the next Annual General
Meeting (see comments on page 22).
To re-elect D.A Horner as a Director until the
date of the next Annual General Meeting (see
comments on page 22).
To re-elect J.L Addison as a Director until the
date of the next Annual General Meeting (see
comments on page 22).
To re-elect Dr E. C. Pohl as a Director until the
date of the next Annual General Meeting (see
comments on page 22).
To re-appoint Clement Keys LLP as the
Auditors and authorise the Directors to fix
their remuneration.
10 To permit the Company to send, convey,
and/or supply, all types of notices, documents
or information to the members by means of
electronic equipment.
11 To resolve that the Directors be generally and
unconditionally authorised to allot shares.
12 Limited disapplication of Pre-emption rights.
13 To Authorise purchase of own shares.
Your attention is drawn to the notes on the previous page.
Signature(s)......................................................
Dated............................................
54