FEEDBACK PLC
Report of the Directors and
Consolidated Financial Statements
For the year ended 31 May 2013
FEEDBACK PLC
CONTENTS
Company Information
Executive Chairman’s Statement
Directors’ Report
Corporate Governance Statement
Independent Auditors Report
Consolidated Income and Expenditure Account
Consolidated Statement of Changes in Equity
Consolidated Balance Sheet
Company Balance Sheet
Consolidated Cash Flow Statement
Company Cash Flow Statement
Notes to the Financial Statements
Notice of Annual General Meeting
Page
2
3
4 – 6
7 – 8
9
10
11
12
13
14
15
16 – 32
33 – 35
2
FEEDBACK PLC
COMPANY INFORMATION
Directors
Secretary
Registered Office
N S Shepheard, Chairman & Chief Executive
S G Barrell
Temple Secretaries Limited
Maple Barn
Beeches Farm Road
Uckfield
East Sussex
TN22 2QD
Registered Number
00598696
Auditors
Nominated Advisor and Broker
Solicitors
Bankers
Registrars
haysmacintyre
26 Red Lion Square
London
WC1R 4AG
Sanlam Securities UK Limited
10 King William Street
London
EC4N 7TW
Bates Wells & Braithwaite London LLP
2-6 Cannon Street
London
EC4M 6YH
NatWest
7 High Street
Crowborough
East Sussex
TN6 2PU
Share Registrars Limited
Suite E, First Floor
9 Lion and Lamb Yard
Farnham
Surrey
GU9 7LL
2
FEEDBACK PLC
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 31 MAY 2013
Dear fellow shareholders
The 2013 financial year proved to be a defining year for Feedback which resulted in the disposal of the Group’s remaining
operating business, Feedback Data plc (“Feedback Data”), and the Company being reclassified as an Investing Company under
the AIM Rules.
As predicted when the half year results were announced, the restructuring of Feedback within the context of the strict cash
constraints imposed over several years proved a very challenging environment. Feedback Data continued to experience reduced
activity from key customers whilst the introduction of new products to the channel suffered a number of delays and setbacks.
Whilst there was always the prospect of a recovery in Feedback Data’s markets, it remained illusive. Significant steps were taken
to reduce overhead and minimise costs but the lack of an immediate and wholesale turnaround in Feedback Data still left the
Company without critical mass and generating significant losses. In the board’s view this was an unsustainable position.
Following a detailed review of the investment necessary to return the company to profitability the Board examined its strategic
options and concluded that the disposal of Feedback Data was the best route to secure value for shareholders. After considering
a number of alternative approaches the Company agreed, and sought shareholder approval for, the disposal of Feedback Data to
Belgravium Technologies plc. The transaction was concluded on 31 May 2013 for a cash consideration of £600,000 that was
used to repay bank debt and for working capital purposes.
Following the year end the Group also completed the disposal of its former head office in Crowborough to Orbit South
Housing Association Limited for a cash consideration of £940,000. This sale was approved by shareholders and was completed
on 30 July 2013.
Following completion of the disposal of Feedback Data and the property the Company now has one employee (being the
executive Director) and approximately £700,000 of cash.
The disposal of the trading businesses and its former head office means, under Rule 15 of the AIM Rules, the company was
reclassified as an Investing Company and adopted the Investing Policy which was approved by Shareholders in May 2013. The
Company has a technology focussed investing policy and is actively seeking opportunities in this sector.
The Board has reviewed several opportunities and continues to pursue others. It will update the market as appropriate.
Nick Shepheard
Chairman
5 November 2013
3
FEEDBACK PLC
DIRECTORS REPORT
FOR THE YEAR ENDED 31 MAY 2013
The Directors present their report and the audited financial statements for the year ended 31 May 2013.
PRINCIPAL ACTIVITIES OF THE GROUP
The principal activity of the Group during the year was the design, manufacture and marketing of electronic, electrical and
computer based equipment for access control and time and attendance monitoring. On 31 May 2013, the Company divested itself
of its sole operating subsidiary, Feedback Data plc, and under Rule 15 of the AIM Rules the Company has been reclassified as an
Investing company and has adopted an Investing Policy which was approved by shareholders.
REVIEW OF THE BUSINESS
The Chairman’s Statement on page 3 includes a general review of the Group’s business for the year. The Directors continued to
monitor the performance of the Group and as indicated in the Chairman’s statement the Directors considered that the disposal of
the operating subsidiary, Feedback Data plc, and the group becoming an investment company, was in the best interests
of stakeholders.
FUTURE DEVELOPMENTS IN THE BUSINESS
Following the disposal of Feedback Data Limited on 31 May 2013 the company has become an investment company. The
Directors are reviewing various opportunities for the business within the investment policy agreed.
GROUP RESULTS AND DIVIDENDS
The Group loss (2012 – loss) for the year after taxation amounted to £ 348,000 (2012: £1,819,000).
No dividends are payable for the year under review.
PRINCIPAL RISKS AND UNCERTAINTIES
Investing strategy
The Board will consider all viable strategic opportunities to maximise value for shareholders, including acquisitions that fall within
the terms of our investing policy. The Board regularly reviews progress and considers risks. The company’s long term future is
dependent upon finding a suitable acquisition within its investment policy and on being able to raise the funding necessary to
follow through with any investment.
If we adopt the wrong strategy or implement it poorly the Group may be negatively impacted.
Economic and market risks
During the year, the impact of the global economic downturn continued to drive demand for value from customers. Challenges to
funding, competitor pricing and product costs affected the performance of the Group in terms of both sales and costs. Our focus
was on delivering quality products that solved problems and completely satisfied customer needs, and at prices that represented
clear value for all our customers. This was achieved through reviewing our customer relationships, management of costs,
development of sales propositions and tuning our promotion and marketing activity. While external costs affected our business
the Group continued to mitigate their impact on profitability.
Liquidity
Management of liquidity risk concentrated on the maintenance of appropriate credit lines and funding sources to ensure adequate
cash resources for the Group’s operations.
FEEDBACK DATA PLC
Feedback Data’s main business was selling access control equipment and software that enabled central monitoring of fully
integrated access, fire and security systems in larger organisations. The Company also supplied time and attendance terminals
together with software for use with this hardware.
The customers were both value added resellers and end users. The Company concentrated on supplying units for incorporation in
enterprise systems in complex environments for customers with sophisticated needs. Products were designed in co-operation
with the customers who were mainly based in the UK and Europe.
Feedback Data plc was sold on 31 May 2013.
FEEDBACK BLACK BOX COMPANY LIMITED
Feedback Black Box Company’s main business was developing bespoke data-based electronic hardware products for customer
markets of third-party organisations. The business ceased to trade on 5 June 2012.
RESEARCH AND DEVELOPMENT
The Group continued its policy of investing in development and marketing of improved, innovative, data capture and access
control products, particularly with increasing software content during its ownership of Feedback Data plc. Subsequent to the
disposal of Feedback Data plc there is no current investment in research and development.
4
FEEDBACK PLC
DIRECTORS REPORT
FOR THE YEAR ENDED 31 MAY 2013
DIRECTORS
The Directors of the Company during the year were:
S G Barrell
(Appointed 11 November 2012)
N S Shepheard
D Barton (Resigned 16 October 2012)
M P Bird
(Resigned 31 May 2013)
Professor J H Westcott
(Resigned 11 November 2012)
SECRETARY
Temple Secretaries Limited
SIGNIFICANT SHAREHOLDERS
Shareholders who have notified the company of shareholdings in excess of 3%:
T W G Charlton
M G Burt
Trustees of D Barton
Feedback PLC (Pension Protection Fund)
W R Ruffler
Prof J H Westcott
N S Shepheard
H L Carrette
No. of Shares
%
19,238,397
16,595,930
16,044,871
14,846,411
9,397,893
5,999,287
5,000,000
5,000,000
14.69
12.67
12.25
11.34
7.18
4.58
3.82
3.82
DIRECTORS’ BIOGRAPHIES
Nicholas Steven Shepheard, Chairman & Chief Executive Director
Nick spent ten years as an independent consultant advising technology companies on corporate and go-to-market strategy. He
had a short engagement in this role in 2007 and was appointed to the Board as Chairman and Chief Executive in February 2012.
Nick’s early career included Dun & Bradstreet and Butterworths law publishers before time at TSO as General Manager of the
London, Edinburgh and Belfast Gazettes.
Mark Peter Bird, Group Sales Director (resigned 31 May 2013)
Mark joined the Board in February 2012 as Group Sales Director. Prior to this he was a founding Director of a software start-up
and he has previously held board positions as either sales or managing Director in a number of companies including Steljes Ltd
which operates in the education sector.
John Hugh Westcott, D.Sc., F.R.Eng., F.R.S. – Non-Executive Director and Life President (resigned 11 November 2012)
A founder Director of the Company and Emeritus Professor of Control Systems and a Senior Research Fellow at Imperial College.
He guided the Company on specification and design of equipment. He was a Member of the Group’s Remuneration and
Audit Committees.
David Barton, Non-Executive Director (resigned 16 October 2012)
Having qualified as a Chartered Accountant with Coopers & Lybrand, he decided to leave the profession to pursue a commercial
career. He has been actively engaged in numerous business sectors including banking, property, media and manufacturing. He
was Chairman of the Group’s Remuneration and Audit Committees.
Simon Barrell, Non-Executive Director (appointed 11 November 2012)
Simon qualified as a chartered accountant with Arthur Young in 1983. He then joined an accountancy practice in Nairobi, Kenya
as a Senior Manager. On his return to the UK in 1987, he joined Binder Hamlyn. In 1994 he was appointed finance director of
Napier Brown & Company Limited and in 2003 as finance Director of Napier Brown Foods Plc. Since leaving Napier Brown &
Company Plc in 2005 he has been finance Director in an executive and non-executive capacity for a number of public companies
and continues to act as an adviser to listed and non-listed companies. He is on both the Audit and Remuneration Committees.
EMPLOYMENT POLICIES
The Group is committed to employee involvement in the business and there are consultative procedures available for
management and other employees to discuss matters of mutual interest.
The Group has a policy of non-discrimination in respect of sex, colour, religion, race, nationality or ethnic origin and the
recruitment of disabled persons is only subject to any overriding consideration of access and safety.
5
FEEDBACK PLC
DIRECTORS REPORT
FOR THE YEAR ENDED 31 MAY 2013
CREDITOR PAYMENT POLICIES
The Group’s policy for all suppliers is to fix terms of payment when agreeing the terms of each business transaction, to ensure the
supplier is aware of those terms and to abide by the agreed terms of payment. Payment terms for the year ended 31 May 2013
averaged 45 days (2012: 48 days).
TREASURY POLICY
The Group has adopted formal treasury policies to control its financial instruments. It is a Group Treasury policy not to undertake
transactions of a speculative nature. The Group utilised short-term Group overdraft facilities. Group cash flows are managed
centrally and surplus cash is invested in short-term financial instruments. Export business was, wherever possible, carried out in
sterling, in order to reduce exchange rate losses
Compliance with these policies is monitored by the Board. Other than for currency disclosures, the Group has taken advantage of
the exemption permitting it not to treat short-term debtors and creditors as financial instruments.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Group and parent Company financial statements in accordance with applicable
laws and regulations.
Company law requires the Directors to prepare Group and parent Company financial statements for each financial year. Under
that law the Directors are required to prepare the Group and parent Company financial statements in accordance with
International Financial Reporting Standards (IFRS) as adopted by the EU.
The financial statements are required by law to give a true and fair view of the state of affairs of the Group and parent Company
and of the profit and loss of the Group for that period.
In preparing each of the Group and parent Company financial statements the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
•
•
state whether they have been prepared in accordance with IFRS’s as adopted by the EU subject to any material
departures disclosed and explained in the parent Company financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the
parent Company will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the
financial position of the Group and parent Company and to enable them to ensure that the financial statements comply with the
Companies Act 2006 and Article 4 of the IAS Regulation. They have general responsibility for taking such steps as are
reasonably open to safeguard the assets of the Group and parent Company and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations the Directors are also responsible for preparing a Directors’ Report to comply with that law
and those regulations.
In determining how amounts are presented within terms in the income statement and balance sheet the Directors have had
regard to the substance of the reported transaction or arrangement in accordance with generally accepted accounting principles
or practice.
AUDIT INFORMATION
The Directors who were in office on the date of approval of these financial statements have confirmed, as far as they are aware,
there is no relevant audit information of which the auditors are unaware.
Each of the Directors have confirmed that they 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 auditors are aware of that
information.
A resolution to reappoint haysmacintyre as auditors to the Company will be proposed at the Annual General Meeting.
BY ORDER OF THE BOARD ON 5 NOVEMBER 2013
N S Shepheard
Director
6
FEEDBACK PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 MAY 2013
Under the AIM rules the Group is not obliged to implement the provisions of the Combined Code. However, the Group is
committed to applying the principles of good governance contained in the Combined Code as appropriate to a Group of this size.
The Board will continue to review compliance with the Code at regular intervals.
In common with other organisations of a similar size, the Executive Director is heavily involved in the day-to-day running of the
business. The Board of Directors meets regularly and is responsible for formulating strategy, and for the trading subsidiaries
historically, monitoring financial performance and approving major items of capital expenditure. All Directors have access to the
advice and services of the Company Secretary.
During the year the Board comprised two Executive Directors including the Chairman and up to two Non-Executive Directors. In
view of the size and management structure of Feedback Plc, the Company has not complied with certain minor aspects of the
Combined Code as discussed below.
BOARD OF DIRECTORS
The Board included up to two Non-Executive Directors. The Board has scheduled monthly meetings each year and others as
required. The Board retains full responsibility for the direction and control of the Group. No strategic powers have been delegated
and for these reasons the Board did not have, during the year, a formal schedule of matters specifically reserved to it (Paragraph
A1 of the Code).
There is currently no formal agreed procedure for Directors in the furtherance of their duties to take independent professional
advice as necessary at the Company's expense (paragraph A5 of the Code).
NON-EXECUTIVE DIRECTORS
The appointment of Non-Executive Directors is a matter for the Board as a whole. Although recommended by the Code, there is
currently no formal selection process. The Non-Executive Directors have contracts for services for an unspecified period.
(Paragraph A7 of the Code). Non-Executive Directors are subject to re-election every three years.
Terms and conditions of appointment of the Non-Executive Directors are available for inspection.
EXECUTIVE DIRECTORS
Directors are appointed by the Board of Directors but stand for election by the shareholders at the Annual General Meeting. The
Executive Directors are subject to re-election every three years.
BOARD COMMITTEES
A Remuneration Committee was in place comprising the two Non-Executive Directors. The Remuneration Committee had two
scheduled meetings in the year. Both serving members attended both meetings held in the year. As there is now only one Non-
Executive Director he is responsible for reviewing the remuneration of the Chairman.
An Audit Committee was in place comprising the two Non-Executive Directors. The Company's approach to internal control is
described below. The Audit Committee had two scheduled meetings in the year. Both serving members attended both meetings
held in the year. As there is now only one Non-Executive Director the Chairman and the Non-Executive Director review the
financial statements with the auditors.
There is no Nomination Committee. Given the size of the Group, the Board do not consider a Nomination Committee appropriate
(paragraph A4 of the Code).
PERFORMANCE EVALUATION
There is currently no formal performance evaluation of the board, its committees and its individual directors (paragraph A6.1 of
the Code).
COMMUNICATION WITH SHAREHOLDERS
The Directors are available to shareholders at any time to discuss strategy and governance matters.
In addition, all Company announcements are published on the Company’s website, together with financial results.
All shareholders have the opportunity to ask questions and express their views at the Company’s Annual General Meeting, at
which all Directors are available to take questions.
With the exception of the matters referred to above the Company has complied throughout the financial year with provisions of
Section 1 of Revised Combined Code, issued in July 2008.
AUDIT AND INTERNAL CONTROL
The primary role of the Audit Committee was to keep under review the Group’s financial systems and controls and its financial
reporting procedures. In fulfilling this role, the Committee received and reviews work carried out by the external auditors and their
findings.
The Board had overall responsibility for operating and monitoring the system of internal control within the Group and for
monitoring its effectiveness. The system includes an on-going process for identifying, evaluating and managing significant
7
FEEDBACK PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 MAY 2013
AUDIT AND INTERNAL CONTROL (continued)
business risks. Although no system of internal control can provide absolute assurance against material misstatement or loss, the
Group's system was designed to provide the directors with reasonable assurance that any material problems were identified on a
timely basis and dealt with appropriately.
Guidance on the Turnbull Report was issued in September 1999 and gave guidance to Directors on the requirements of the
Combined Code for reviewing the effectiveness of the Group's system of internal control, encompassing operational, compliance
and risk management matters in addition to the traditional financial issues. The Audit Committee reviewed the effectiveness of the
internal controls on an annual basis on behalf of the Board and considered that, given the small size of the Company and the
close involvement of the Executive Directors in the day to day operations, it had complied with the requirements in the Combined
Code and the Turnbull Report in the year under review and up to the date of approval of the Annual Report and Accounts.
The key elements of the system, which had been designed to meet the specific needs and business risks of the Group, include:
•
•
clearly defined organisation structures with segregation of duties wherever practicable;
agreement of Group short term financial objectives and business plans;
• monthly review by the Board of Group Financial Statements and monitoring of results against budgets;
•
•
Board control over treasury, taxation, legal, insurance and personnel issues;
Board control over appraisal, review and authorisation of capital expenditure.
In common with organisations of similar size the Executive Directors were heavily involved in the day to day running of the
business. The directors believe that although the Company's controls may be slightly less formal than those of larger companies,
the close involvement of the Executive Directors more than compensated for this.
The Board believes that it is not currently appropriate for the Company to maintain an internal audit function because of the small
size of the Group following the recent disposals of subsidiaries.
The Audit Committee considered the independence and objectivity of the external auditors on an annual basis, with particular
regard to non-audit services. The split between audit and non-audit fees for the year and information on the nature of the non-
audit fees appear in note 6 to the financial statements. The non-audit fees are considered by the Committee not to affect the
independence or objectivity of the auditors. The Audit Committee monitors such costs in the context of the audit fee for the year,
ensuring that the value of non-audit services does not increase to a level where it could affect the auditors’ objectivity and
independence. The Audit Committee also received an annual confirmation of independence from the auditors.
GOING CONCERN
After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing
the accounts. Further information in respect of the Director’s consideration of going concern is included in note 1(c) to the
financial statements.
8
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
FEEDBACK PLC
We have audited the financial statements of Feedback Plc for the year ended 31 May 2013 which comprise the Statement of
Comprehensive Income, the Consolidated and Company Statements of Changes in Equity, the Consolidated and Company
Balance Sheets, the Consolidated and Company Cash Flow Statements and the related notes. The financial reporting framework
that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted
by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of
the Companies Act 2006.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to
state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for
the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Directors’ Responsibilities Statement set out on page 6, 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 the
financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable
assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an
assessment of: whether the accounting policies are appropriate to the company’s circumstances and have been consistently
applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall
presentation of the financial statements. In addition we read all the financial and non financial information in the Directors’ Report
to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material
inconsistencies we consider the implication for our report.
Opinion on financial statements
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31
May 2013 and of the group’s loss for the year then ended;
the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European
Union; and
the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union and as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as
regards the group financial statements, Article 4 of the IAS Regulation.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared
is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in
our opinion:
•
•
•
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not
been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
George Crowther (Senior statutory auditor)
for and on behalf of haysmacintyre, Statutory Auditor
26 Red Lion Square
London
WC1R 4AG
9
FEEDBACK PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2013
Note
2013
£000
Continuing
2013
£000
Discontinued
2013
£000
Total Continuing
2012
£000
2012
£000
Discontinued
2012
£000
Total
REVENUE
Cost of Sales
GROSS PROFIT
Other Operating Expenses
OPERATING LOSS
Net finance expense
(Loss)/profit on ordinary
activities before taxation
Tax charge
LOSS/(PROFIT) ON
ORDINARY ACTIVITIES
AFTER TAX
Profit/(loss) on disposal of
discontinued operations
(Loss)/profit for the year
attributable to the equity
Shareholders of the Company
Other comprehensive
income/(expense)
Translation differences on
overseas operations
Total comprehensive
expense for the year
LOSS PER SHARE (pence)
4
5
6
7
9
-
-
-
(492)
(492)
(57)
709
(890)
(181)
-
1,719
1,719
(1,010)
(1,010)
709
-
-
-
7,046
7,046
(4,598)
(4,598)
2,448
2,448
(1,382)
(509)
(2,353)
(2,862)
(673)
(509)
(57)
(13)
95
-
95
(23)
(414)
(13)
(427)
(23)
(549)
(181)
(730)
(522)
-
-
-
-
(549)
(181)
(730)
(522)
72
(450)
12
-
382
382
-
(1,369)
(1,369)
(549)
201
(348)
(522)
(1,297)
(1,819)
(3)
(351)
10
(1,809)
Basic and diluted
11
(0.42)
0.15
(0.27)
(0.42)
(1.05)
(1.47)
The notes on pages 16 to 32 form part of these financial statements.
10
FEEDBACK PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2013
GROUP
Share
Capital
£000
Share
Premium
£000
Capital
Reserve
£000
Retained
Earnings
£000
Translation
Reserve
£000
273
54
-
327
-
327
At 1 June 2011
New shares issued
Total comprehensive expense for the
year
At 31 May 2012
Total comprehensive expense for the
year
At 31 May 2013
COMPANY
At 1 June 2011
New shares issued
Total comprehensive expense for the
year
300
-
1,657
-
(214)
-
633
218
-
-
(1,819)
10
(1,809)
851
300
(162)
(204)
1,112
-
-
(348)
(3)
851
300
(510)
(207)
Share
Capital
£000
Share
Premium
£000
Retained
Earnings
£000
633
218
824
-
273
54
-
-
(1,148)
(1,148)
Total
£000
2,649
272
(351)
761
Total
£000
1,730
272
At 31 May 2012
327
851
(324)
854
Total comprehensive expense for the
year
At 31 May 2013
-
-
(73)
327
851
(397)
(73)
781
The notes on pages 16 to 32 form part of these financial statements.
11
FEEDBACK PLC
CONSOLIDATED BALANCE SHEET
AT 31 MAY 2013
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets
Current assets
Inventories
Trade receivables
Other receivables
Cash and cash equivalents
Non current assets held for sale
Total assets
LIABILITIES
Non-current liabilities
Deferred tax liabilities
Current liabilities
Trade payables
Other payables
Bank borrowings
Total liabilities
TOTAL NET ASSETS
EQUITY
Capital and reserves attributable to the
Company’s equity shareholders
Called up share capital
Share premium account
Capital reserve
Translation reserve
Retained earnings
TOTAL EQUITY
Notes
£000
£000
£000
£000
2013
2012
-
-
15
342
102
434
-
14
15
16
17
13
9
18
20
-
-
-
357
940
1,297
-
536
536
761
327
851
300
(207)
(510)
761
316
343
160
-
228
688
158
73
330
403
819
1,050
2,272
86
1,074
1,160
1,112
327
851
300
(204)
(162)
1,112
The financial statements were approved and authorised for issue by the Board of Directors on
5 November 2013 and were signed below on its behalf by:
N.S. Shepheard
Chairman
The notes on pages 16 to 32 form part of these financial statements.
12
FEEDBACK PLC
COMPANY BALANCE SHEET
AT 31 MAY 2013
ASSETS
Non-current assets
Property, plant and equipment
Investments
Current assets
Other receivables
Cash and cash equivalents
Total assets
LIABILITIES
Current liabilities
Trade payables
Other payables
Bank borrowings
Total current liabilities
TOTAL NET ASSETS
EQUITY
Capital and reserves attributable to the
Company’s equity shareholders
Called up share capital
Share premium account
Retained earnings
TOTAL EQUITY
Co. Number 00598696
Notes
£000
£000
£000
£000
2013
2012
973
340
14
12
17
18
20
-
-
1,313
1,313
102
430
-
532
781
327
851
(397)
781
1,108
-
34
140
174
1,108
1,282
90
197
141
428
854
327
851
(324)
854
The financial statements were approved and authorised for issue by the Board of Directors on
5 November 2013 and were signed below on its behalf by:
N.S. Shepheard
Chairman
The notes on pages 16 to 32 form part of these financial statements.
13
FEEDBACK PLC
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MAY
Cash flows from operating activities
Loss before tax
Adjustments for:
Impairment provision against property
Net finance expenditure
Depreciation and amortisation
Loss on disposal of property, plant and equipment
Foreign exchange difference
Decrease /(increase) in inventories
Decrease in trade receivables
Decrease in other receivables
Decrease/(increase) in trade payables
Decrease in other payables
Net cash generated by/(used in) operating activities
Cash flows from investing activities
Purchase of tangible fixed assets
Purchase of intangible assets
Net cash disposed of with subsidiary
Net proceeds from sale of subsidiary
Net cash used in investing activities
Cash flows from financing activities
Interest paid
Proceeds of share issue
Net cash used from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
2013
2012
£000
£000
£000
£000
(730)
(427)
110
57
241
17
3
193
31
136
36
39
(9)
(126)
(11)
570
(57)
-
-
13
508
-
(10)
(310)
(81)
42
(286)
434
(51)
(258)
-
-
863
133
310
(117)
424
(309)
(13)
272
(57)
500
(158)
342
259
(167)
9
(158)
The notes on pages 16 to 32 form part of these financial statements.
14
FEEDBACK PLC
COMPANY CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MAY 2013
Cash flows from operating activities
Loss before tax
Adjustments for:
Provision against investment
Provision against intercompany receivable
Finance charges
Depreciation and amortisation
Loss on sale of fixed assets
(Increase)/decrease in other receivables
Increase/(decrease) in trade payables
Increase/(decrease) in other payables
Net cash used in operating activities
Cash flows from investing activities
Purchase of tangible fixed assets
Net proceeds from sale of subsidiary
Net cash used in investing activities
Cash flows from financing activities
Interest paid
Proceeds of share issue
Net cash used in financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
2013
2012
£000
£000
£000
£000
(503)
(776)
-
155
57
17
17
(18)
12
231
-
570
(57)
-
80
147
13
90
-
(33)
29
5
(33)
-
(13)
272
331
(445)
(33)
259
(219)
78
(141)
471
(32)
570
(57)
481
(141)
340
The notes on pages 16 to 32 form part of these financial statements.
15
FEEDBACK PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2013
1.
General information
The Group was a leader in international markets in design, manufacture and marketing of electronic, electrical and
computer based equipment. During the year the Company sold its remaining operating subsidiary, Feedback Data plc,
and on 31 May 2013 became an investment company.
The Company is a public limited company domiciled in the United Kingdom and incorporated under registered number
00598696 in England and Wales. The Company’s registered office is Maple Barn, Beeches Farm Road, Uckfield, East
Sussex, TN22 5QD
The Company is listed on AIM of the London Stock Exchange. These Financial Statements were authorised for issue by
the Board of Directors on the 5 November 2013
2.
Adoption of new and revised International Financial Reporting Standards
No new IFRS standards, amendments or interpretations became effective in 2012 which had a material effect on these
Financial Statements.
At the date of approval of these Financial Statements, the following IFRS Standards and Interpretations, which have not
been applied in these Financial Statements, were in issue but not yet effective. These new Standards, Amendments and
Interpretations are effective for accounting periods beginning on or after the dates shown below:
Standard
Description
Effective for annual periods
beginning on or after:
IFRS 7
IFRS 10
IFRS 11
IFRS 12
IFRS 13
IAS 12
IAS 19
Amendment – Transfer of financial assets
Consolidated Financial Statements
Joint Arrangements
Disclosure of interests in other entities
Fair value measurement
Deferred Tax: Recovery of Underlying Assets
Employee benefits
1 Jul 2011
1 Jan 2014
1 Jan 2013
1 Jan 2014
1 Jan 2013
1 Jan 2012
1 Jan 2013
There have been various amendments made to existing standards and interpretations as a result of the May 2010
improvements to IFRSs, which provide clarifications to existing requirements. Amendments have been made to the
following standards:
IFRS 3 ‘Business Combinations’ – transition requirements for contingent consideration; measurement of non-controlling
interest; and unreplaced and voluntary replaced share-based payment awards.
IFRS 7 ‘Financial Instruments’ – increased emphasis on the interaction between qualitative and quantitative disclosures.
IAS 1 ‘Presentation of Financial Statements’ – clarification of the presentation of the statement of changes in equity.
IAS 27 ‘Consolidated and Separate Financial Statements’ – transition requirements for amendments made as a result of
IAS 27 (revised).
IAS 34 ‘Interim Financial Reporting’ – accounting for significant events and transactions
The Group has not early adopted these amended standards and interpretations. The Directors do not anticipate that the
adoption of these standards and interpretations will have a material impact on the Group’s Financial Statements in the
periods of initial application.
3.
SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
These financial statements have been prepared in accordance with those IFRS standards and IFRIC interpretations
issued and effective or issued and early adopted as at the time of preparing these statements (November 2013). The
policies set out below have been consistently applied to all the years presented.
These consolidated financial statements have been prepared under the historical cost convention.
No separate income statement is presented for the parent Company as provided by Section 408, Companies Act 2006.
During the period the group disposed of its subsidiary Feedback Data plc, in the previous period the group disposed of
its subsidiaries Feedback Instruments Limited and Feedback Inc. Subsequent to the year end disposed of its property
(held by Brickshield Limited). For these reasons the results of these subsidiaries have been disclosed as discontinued
and the property classified ‘as held for sale’.
16
FEEDBACK PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MAY 2013
(b) Basis of consolidation
The Group financial statements consolidate the financial statements of Feedback plc and its subsidiaries (the ”Group”)
for the years ended 31 May 2012 and 2013.
The accounts of subsidiaries are prepared for the same reporting year as the parent company, using consistent
accounting policies. All inter-company balances and transactions, including unrealised profits arising from them, are
eliminated. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to
be consolidated from the date on which control is transferred out of the Group.
(c) Going Concern
The Group disposed of Feedback Data plc during the year and subsequent to the year end disposed of its investment
property for £940,000. The company become an investment company following the disposal of Feedback Data plc.
The Directors have produced forecasts which show that the company has adequate cash resources for at least the next
twelve months from the date of this report. However, to achieve significant investments in the future it may be necessary
to raise further capital. The Directors believe that the company is a going concern and has therefore prepared the
financial statements on a going concern basis
(d)
Intangible assets
Intangible assets were carried at cost less accumulated amortisation and accumulated impairment losses. An intangible
asset acquired as part of a business combination is recognised outside goodwill if the asset is separable or arises from
contractual or other legal rights and its fair value can be reliably measured.
The significant intangible assets related to software development of products were integral to the trade of the Group’s
data capture and access control products. Amortisation is recognised in other operating expenses in the income and
expenditure account.
The carrying value of intangible assets is reviewed for impairment whenever events or changes in circumstance indicate
that the carrying value may not be recoverable. Impairment losses are recognised in other operating expenses in the
income and expenditure account.
Research expenditure was recognised as an expense as incurred. Costs incurred on development projects (relating to
the design and testing of new or improved products) being recognised as intangible assets when it is probable that the
project will be a success, considering its commercial and technological feasibility, and costs can be measured reliably.
Other development expenditures were recognised as an expense as incurred. Development costs previously recognised
as an expense were not recognised as an asset in a subsequent period. Development costs that have a finite useful life
and that have been capitalised were amortised from the commencement of the commercial production of the product on
a straight line basis over a period of 36 months.
(e) Valuation of Investments
Investments held as non-current assets are stated at cost less any provision for impairment.
(f) Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities on the balance sheet.
(g) Goodwill
Business combinations on or after 1 April 2006 are accounted for under IFRS 3 using the purchase method. Any excess
of the cost of business combinations over the Group’s interest in the net fair value of the identifiable assets, liabilities
and contingent liabilities was recognised in the balance sheet as goodwill and is not amortised.
After initial recognition, goodwill is not amortised but is stated at cost less any accumulated impairment loss, with the
carrying value being reviewed for impairment, at least annually and whenever events or changes in circumstance
indicate that the carrying value may be impaired.
For the purposes of impairment testing, goodwill is allocated to the related cash generating units monitored by
management. Where the recoverable amount of the cash generating unit is less than its carrying amount, including
goodwill, an impairment loss is recognised in the income statement.
17
FEEDBACK PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MAY 2013
(h) Property, plant and equipment
All property, plant and equipment is stated at historical cost less depreciation. Depreciation on other assets is provided
on cost or valuation less estimated residual value in equal annual instalments over the estimated lives of the assets.
The rates of depreciation are as follows:
Buildings
Plant and equipment
Motor vehicles
2.5%p.a
10 – 50% p.a.
25 – 33% p.a.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised
in the income statement.
(i) Leases
Assets held under finance leases and the related lease obligations are recorded in the balance sheet at the fair value of
the leased assets at the inception of the leases. The amounts by which the lease payments exceed the recorded lease
obligations are treated as finance charges which are amortised over each lease term to give a constant rate of charge
on the remaining balance of the obligation. Rental costs under operating leases are charged to the income statement in
equal annual amounts over the period of the lease.
(j)
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost represents materials, direct labour and
appropriate production overheads.
(k) Foreign currency
Transactions denominated in foreign currencies are translated into sterling at the rates ruling at the date of the
transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated
at the rates ruling at that date. These translation differences are dealt with in the income statement. Assets and
liabilities of the overseas subsidiaries are translated into sterling at the closing rate of exchange and trading results at
the average rate of exchange for the period. These translation differences are dealt with as a movement in reserves.
(l) Revenue recognition
Revenue, which is stated net of Value Added Tax, represents the total amount receivable in the ordinary course of
business after eliminating intra-Group transactions.
(m) Pension Costs
The Company operated a defined contribution pension scheme during the year. The pension charge represents the
amounts payable by the Company to the scheme in respect of the year.
Defined benefit scheme
The Company formerly operated a defined benefit pension scheme. During 2007 the scheme was transferred to the
Pension Protection Fund (PPF) for assessment. The PPF completed its assessment and confirmed the transfer in
February 2012. The Company no longer makes contributions to the scheme and on the basis that it has no ongoing
obligations in relation to the scheme it does not recognise the deficit/surplus on its balance sheet.
(n) Taxation
The tax expense represents the sum of the current tax expense and deferred tax expense.
The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in
the income statement because it excludes items of income or expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated by using
tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is
accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available
against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the
temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction which affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and
associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the
liability is settled based upon tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is charged or credited in the income statement, except when it relates to items credited or charged directly
to equity, in which case the deferred tax is also dealt with in equity.
18
FEEDBACK PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MAY 2013
(o) Financial instruments
In relation to the disclosures made in note 19:
•
•
short term debtors and creditors are not treated as financial assets or financial liabilities except for the
currency disclosures.
the Group does not hold or issue derivative financial instruments for trading purposes.
(p) Employee share options
The Group has applied the requirements of IFRS 2 Share-based Payment. In accordance with the transitional
provisions, IFRS 2 has been applied to all grants of equity instruments after 7 November 2002 that were unvested as of
1 April 2006.
The Group issues equity-settled share-based payment transactions to certain employees. Equity-settled share-based
payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of
equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s
estimate of shares that will eventually vest. Fair value is measured by use of the Black Scholes option pricing model.
The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-
transferability, exercise restrictions, and behavioural considerations.
(q) Non current Assets held for Sale
Non current assets held for sale are measured at the lower of carrying amount and fair value less costs to sell.
Assets are recognised as held for sale and are redesignated within current assets when available for immediate sale in
their present condition subject only to completion of terms. A sale is only considered to be highly probable when the
appropriate level of management is committed to a plan to sell the asset, and an active marketing program to locate a
buyer has been initiated.
(r) Key sources of estimating uncertainty
The preparation of financial statements requires management and the Board of Directors to make estimates and
judgments that affect reported amounts of assets, liabilities, revenues and expenses. These estimates are based on
historical experience and various other assumptions that management and the Board of Directors believe are
reasonable under the circumstances, the results which form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources.
•
•
Stock provisions – provisions were made against slow moving stock based on sales and production reports from
prior periods. If sales of particular products did not meet past levels there is a risk that stock provisions can be
understated.
Intangible assets - were recognised only when it is probable that a project will be a success. There is a risk
therefore that a project previously assessed as likely to be successful fails to reach the desired level of
commercial or technological feasibility
19
FEEDBACK PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MAY 2013
4.
SEGMENTAL REPORTING
The Directors have determined the operating segments based on the management reports that are used to make
strategic decisions. The Group’s business was analysed below between the Instruments segment and the Data
segment. The Instruments segment primarily related to the former subsidiary companies Feedback Instruments plc and
Feedback Incorporated which were disposed of last year. The Data segment relates to the subsidiary company
Feedback Data plc which was disposed of on 31 May 2013. Details of these companies are included in the
Directors’ Report.
On the 30 May 2013 the group disposed of its Data business (see Note 12). The results therefore include the results of
the Data business for the full year to 31 May 2013.
On the 23 May 2012 the group disposed of its Instruments business. For this reason the results shown below disclose
the results of the Instruments business for the period to 23 May 2012.
Data
£000
1,551
-
(38)
-
-
-
135
Data
£000
1,925
-
(286)
781
(602)
179
185
Other
£000
168
(57)
(692)
1,297
(536)
761
-
Other
£000
186
(13)
(452)
2,524
(2,138)
386
33
Total
£000
1,719
(57)
(730)
1,297
(536)
761
135
Total
£000
7,046
(13)
(427)
3,305
(2,740)
565
309
Year ended 31 May 2013
Instruments
£000
Revenue
External
Finance expense
Loss before tax
Balance sheet
Assets
Liabilities
Capital expenditure
Year ended 31 May 2012
Revenue
External
Finance expense
Loss before tax
Balance sheet
Assets
Liabilities
Capital expenditure
-
-
-
-
-
-
-
Instruments
£000
4,935
-
311
-
-
91
20
FEEDBACK PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MAY 2013
4.
SEGMENTAL REPORTING (continued)
Reported segments’ assets are reconciled to total assets as follows:
Segment assets for reportable segments
Unallocated:
Inter-company receivables adjustment
Intangible assets
Investments
Total assets per the balance sheet
Reported segments’ liabilities are reconciled to total assets as follows:.
Segment liabilities for reportable segments
Inter-company payables adjustment
Deferred tax
Total liabilities per the balance sheet
2013
£000
2012
£000
1,297
3,305
-
-
-
(1,223)
330
(140)
1,297
2,272
2013
£000
536
-
-
2012
£000
2,740
(1,666)
86
536
1,160
External revenue by
location of customer
2013
£000
2012
£000
United Kingdom
Rest of Europe
United States of America
Other Americas
Asia
Africa
Middle East
Total
1,431
288
-
-
-
-
-
1,719
3,070
644
445
498
1,040
384
965
7,046
Total assets by
location of assets
2013
£000
1,297
-
-
-
-
-
-
2012
£000
2,258
14
-
-
-
-
-
1,297
2,272
Capital expenditure by
location of assets
2013
£000
2012
£000
135
-
-
-
-
-
-
135
309
-
-
-
-
-
-
309
5
OTHER OPERATING EXPENSES
Distribution costs
Administrative costs:
Research and development
Other
2013
£000
2012
£000
-
1,821
243
1,139
1,382
619
422
2,862
21
FEEDBACK PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MAY 2013
6.
OPERATING LOSS
This is stated after charging/(crediting)
Depreciation and amortisation
Owned assets
Auditors’ remuneration
Audit of parent company and group accounts
Audit of subsidiaries
Tax and other services
Operating lease rentals
Plant and machinery
Land and buildings
Write off of intercompany loan
Impairment of property held for sale
Write back of stock provisions
7.
NET FINANCE COSTS
On bank loans and overdrafts
2013
£000
2012
£000
241
11
8
9
65
4
367
110
-
2013
£000
57
57
508
12
33
10
92
11
-
273
(260)
2012
£000
13
13
The bank overdraft borrowings included are in sterling and based upon varying margins above NatWest Bank base
rate depending upon the overdraft level utilised.
8.
DIRECTORS AND EMPLOYEES
Number of employees
Production
Selling and distribution
Administration
Research and development
Staff costs
Wages and salaries
Redundancy payments
Social security costs
Payments to defined contribution pension scheme
2013
2012
Average
Year end
Average
Year end
2
9
5
2
18
-
-
2
-
2
24
30
4
9
67
2013
£000
640
60
69
35
804
3
9
9
4
25
2012
£000
1,690
-
196
58
1,944
22
FEEDBACK PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MAY 2013
8.
DIRECTORS AND EMPLOYEES (continued)
The value of all elements of remuneration received by each Director in the year was as follows:
Salary
£000
Fees
£000
Benefits in
kind
£000
Pension
contributions
£000
Total
£000
Year ended 31 May 2013
Executive Directors
M P Bird (Resigned 31 May 2013)
N S Shepheard
Non-executive Directors
D Barton (Resigned 16 October 2012)
Professor J H Westcott (Resigned 11
November 2012)
S G Barrell (Appointed 11 November
2012)*
Total
Year ended 31 May 2012
Executive Directors
M P Bird
D J Marks (Resigned 14 October 2011)
N S Shepheard
Non-executive Directors
D Barton
Professor J H Westcott
Total
85
100
-
-
185
95
88
100
-
11
294
-
-
-
-
13
13
-
-
-
9
3
12
-
-
-
-
-
1
1
-
-
-
2
-
4
-
-
-
-
4
4
3
-
-
-
7
89
100
-
-
13
202
100
92
100
9
14
315
Mr N S Shepheard holds options over 4,000,000 (2012: 4,000,000) shares exercisable on or after February 2014. Mr M
P Bird holds options over no shares (2012: 1,000,000). Further details can be found under Note 20.
* S G Barrell is paid consultancy fees through and agreement with SGB Consulting.
23
FEEDBACK PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MAY 2013
9.
TAXATION LOSS ON ORDINARY ACTIVITIES
(a)
The tax charge for the year:
UK Corporation tax
Current tax
Deferred tax charge
(b)
Tax reconciliation
Loss on ordinary activities before tax
Loss on ordinary activities at the standard rate of
corporation tax in the UK of 24% (2012 - 26 % )
Effects of:
Expenses non deductible for tax purposes
Depreciation for the period in excess of capital allowances
Excess tax losses carried forward
Other timing differences
Tax charge for the year
2013
£000
-
-
-
-
2012
£000
-
-
23
23
(730)
(427)
(175)
(110)
66
4
108
(3)
-
114
9
73
(62)
23
(c)
Factors which may affect future tax charges
In view of the tax losses carried forward there is a deferred tax amount of approximately £152,000 (2012:
£1,086,000) which has not been recognised in these Financial Statements. This contingent asset will be realised
when the Group makes sufficient taxable profits in the relevant Company.
(d) Deferred tax - group
The deferred tax included in the balance sheet is as follows:
Deferred tax liability
Deferred tax on development expenditure
As at 1 June 2012
Charge in the year
Disposed with subsidiary undertaking
(e)
Deferred tax - company
2013
£000
86
-
(86)
-
2012
£000
63
23
-
86
In view of the tax losses carried forward there is a deferred tax amount of approximately £105,000 (2012:
£104,000) which has not been recognised in these Financial Statements. This contingent asset will be realised
when the Group makes sufficient taxable profits in the relevant Company.
24
FEEDBACK PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MAY 2013
10.
RESULTS OF FEEDBACK PLC
As permitted by Section 408 of the Companies Act 2006, the income and expenditure account of the parent Company is
not presented as part of these financial statements. The Company’s loss for the financial year is £73,000 (2012:
£1,148,000) which is dealt with in the financial statements of the parent Company.
11.
LOSS PER SHARE
.
Basic earnings per share is calculated by reference to the loss on ordinary activities after taxation of £348,000
(2012: £1,819,000) and on the weighted average of 130,949,746 (2012: 123,679,889) shares in issue.
12.
INVESTMENTS
COMPANY - Shares in Group undertakings
Cost
At 1 June 2012
Disposal of Feedback Data Limited
At 31 May 2013
Provisions
At 1 June 2012
Provided in the year
At 31 May 2013
Net Book Value
At 31 May 2013
At 31 May 2012
Total
£000
2,007
(140)
1,867
1,867
-
1,867
-
140
All of the above investments are unlisted.
Particulars of principal subsidiary companies during the year, all the shares of which being beneficially held by
Feedback PLC, were as follows:
Company
Activity
Feedback Data plc
Feedback Black Box
Company Limited
Design, manufacture and sale of
computer peripheral equipment for
industry and commerce
Design, manufacture and sale of
electronic equipment for the leisure
industry
Feedback Data GmbH
Distribution of products for Feedback
Data plc
Brickshield Limited
Holding company of property located at
Park Road, Crowborough
Country of operation
and incorporation
Proportion of
Shares held
England
England
Germany
England
100%
Ordinary £1
100%
Ordinary £1
100%
Specific capital
100%
Ordinary £1
Feedback Data GbmH is a subsidiary of Feedback plc following the transfer of ownership from Feedback Data plc on
31 May 2013.
All the subsidiary companies have been included in these consolidated financial statements.
During the year under review the group disposed of its interests in Feedback Data plc. The results of this subsidiary are
included in the income statement to the date of the disposal, 31 May 2013.
Feedback Black Box Company Limited ceased to trade on 5 June 2012. The results of this subsidiary are included in
the income statement to the date of cessation of trade, 5 June 2013.
During the prior year the group disposed of its interests in Feedback Instruments Limited and Feedback Incorporated.
The results of these subsidiaries are included in the income statement to the date of the disposal, 23 May 2012.
25
FEEDBACK PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MAY 2013
12.
INVESTMENTS (continued)
Disposal of subsidiary undertaking, Feedback Data plc.
Intangible assets
Tangible assets
Current assets
Inventories
Debtors
Cash
Deferred tax
Net liabilities
Total assets disposed of
Net proceeds
Profit on disposal
£’000
264
13
277
123
323
11
(86)
(460)
188
(570)
382
On the acquisition of the entire issued share capital of Feedback Data plc, the buyer assumed all assets, liabilities and
TUPE obligations of the Company.
The cash flows relating to Feedback Data plc were as follows:
Operating cash flows
Investing cash flows
2013
£’000
225
(138)
2012
£’000
(274)
(185)
The turnover and loss after tax included in the consolidated accounts for the year ended 31 May 2012 in respect of
Feedback Data plc was £1,925,000 and £150,000 respectively.
13.
ASSETS HELD FOR SALE
At 31 May 2011
Reclassification from property, Plant and Equipment (note 14)
Impairment
At 31 May 2012
Impairment in the year
At 31 May 2013
Land & Buildings
£000
-
1,323
(273)
1,050
(110)
940
Total
£000
-
1,323
(273)
1,050
(110)
940
Reclassification: As at 31 May 2012 the group was actively seeking to dispose of its property. The asset has therefore
been reclassified as held for sale. Subsequent to the 31 May 2013 the property was sold for £940,000 and therefore a
further impairment charge of £110,000 has been made in the year.
26
FEEDBACK PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MAY 2013
14.
PROPERTY, PLANT AND EQUIPMENT
GROUP
Cost of valuation
At 31 May 2011
Additions
Disposal
Reclassification
At 31 May 2012
Additions
Disposal
Disposed with subsidiary
Retired in the year
At 31 May 2013
Depreciation
At 31 May 2011
Charge for the year
Disposal
Reclassification
At 31 May 2012
Charge for the year
Disposal
Disposed with subsidiary
Retired in the period
At 31 May 2013
Net Book Value
At 31 May 2013
At 31 May 2012
Total
£000
2,315
51
(509)
(1,441)
416
9
(85)
(65)
(275)
-
810
146
(495)
(118)
343
49
(65)
(52)
(275)
-
-
73
Land and
Buildings
£000
Plant and
Equipment
£000
Motor
Vehicles
£000
855
51
(504)
-
402
9
(71)
(65)
(275)
-
700
121
(492)
-
329
49
(51)
(52)
(275)
-
-
73
19
-
(5)
-
14
-
(14)
-
-
-
16
1
(3)
-
14
-
(14)
-
-
-
-
-
1,441
-
-
(1,441)
-
-
-
-
-
-
94
24
-
(118)
-
-
-
-
-
-
-
-
27
FEEDBACK PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MAY 2013
14.
PROPERTY, PLANT AND EQUIPMENT (continued)
COMPANY
Cost or valuation
At 31 May 2011
Additions
At 31 May 2012
Disposals
Retired in the year
At 31 May 2013
Depreciation
At 31 May 2011
Charge for the year
At 31 May 2012
Disposals
Charge for the year
Retired in the year
At 31 May 2013
Net Book Value
At 31 May 2013
At 31 May 2012
15.
INTANGIBLE ASSETS
GROUP
Cost
At 31 May 2011
Additions
Disposed on sale of subsidiary
At 31 May 2012
Additions
Disposed on sale of subsidiary
At 31 May 2013
Amortisation
At 31 May 2011
Charge for the year
Disposed on sale of subsidiary
At 31 May 2012
Charge for the year
Disposed on sale of subsidiary
At 31 May 2013
Net Book Value
At 31 May 2013
At 31 May 2012
28
Plant and
Equipment
£000
Total
£000
292
33
325
(50)
(275)
-
201
90
291
(33)
17
(275)
-
-
34
292
33
325
(50)
(275)
-
201
90
291
(33)
17
(275)
-
-
34
Development
Expenditure
£000
4,095
258
(2,236)
2,117
126
(2,243)
-
3,363
362
(1,938)
1,787
192
(1,979)
-
-
330
FEEDBACK PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MAY 2013
16.
INVENTORIES
Raw materials and consumables
Work in progress
17.
OTHER RECEIVABLES
Amounts falling due within one year
Amounts owing by subsidiary undertakings
Other receivables
Prepayments
18.
OTHER PAYABLES
Amounts falling due within one year
Other payables
Other taxes and social security
Accruals and deferred income
2013
£000
-
-
-
2013
£000
-
-
15
15
2013
£000
349
22
63
434
Group
2012
£000
308
8
316
Company
2013
£000
2012
£000
-
-
-
-
-
-
Group
Company
2012
£000
-
14
146
160
2013
£000
960
-
13
973
2012
£000
1,097
-
11
1,108
Group
Company
2012
£000
124
44
520
688
2013
£000
346
22
62
430
2012
£000
122
22
53
197
Included within other payables is a loan and interest thereon from a company connected to a shareholder of £345,000
(2012 £101,000). The loan attracted interest at 12% per annum and was secured on the group’s property. The loan was
repayable within 6 months and was fully repaid on 31 July 2013 following the sale on the property.
19.
FINANCIAL INSTRUMENTS
The Group’s overall risk management programme seeks to minimise potential adverse effects on the Group’s
financial performance.
The Group’s financial instruments comprise cash and cash equivalents and various items such as trade payables and
receivables that arise directly from its operations. The Group is exposed through its operations to the following risks:
• Credit risk
•
•
Foreign currency risk
Liquidity risk
• Cash flow interest rate risk
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This
note describes the Group’s objectives, policies and processes for managing those risks. Further quantitative information
in respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks and consequently the
objectives, policies and processes are unchanged from the previous period.
29
FEEDBACK PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MAY 2013
19.
FINANCIAL INSTRUMENTS (continued)
The Board has overall responsibility for the determination of the Group’s risk management policies. The objective of the
Board is to set policies that seek to reduce the risk as far as possible without unduly affecting the Group’s
competitiveness and effectiveness. Further details of these policies are set out below:
Credit risk
The Group was exposed to credit risk primarily on its trade receivables, which were spread over a range of customers
and countries, a factor that helped to dilute the concentration of the risk.
It was Group policy, implemented locally, to assess the credit risk of each new customer before entering into binding
contracts. Each customer account was then reviewed on an ongoing basis (at least once a year) based on available
information and payment history.
The maximum exposure to credit risk is represented by the carrying value in the balance sheet.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk
at the reporting date was:
Current financial assets
Trade and other receivables
Cash and cash equivalents
Analysis of trade receivables £’000
Cash, loans and receivables
2013
£000
15
342
357
2012
£000
503
-
503
2013
2012
Total
Current
30 days past
due
90 days past
due
-
343
-
103
-
163
-
30
90 days past
due
-
47
The Group policy made provisions against those debts that were overdue, unless there were grounds for believing that
all or some of the debts would be collected. During the year the value of provisions made in respect of bad and doubtful
debts was £Nil (2012: £3,000) which represented 0% (2012: 1%) of revenue. This provision was included within the
management and administration costs in the comparative Consolidated Income Statement.
Foreign currency risk
Foreign exchange transaction risk arose when the Group entered into transactions denominated in a currency other
than their functional currency. The general policy for the Group was to sell to customers in the same currency that goods
are purchased in, reducing the transactional risk. Where transactions were not matched excess foreign currency
amounts generated from trading were converted back to sterling and required foreign currency amounts were converted
from sterling and the use of forward currency contracts was considered.
Foreign exchange translation risk arises on translation of the balance sheets of Group operations whose functional
currency is different to that of the Group as a whole.
The Group’s main foreign currency risk was the short-term risk associated with accounts receivable and payable
denominated in currencies that were not the subsidiaries functional currency. The risk arose on the difference in the
exchange rate between the time invoices were raised/received and the time invoices were settled/paid. For sales
denominated in foreign currencies the Group tried to ensure that the purchases associated with the sale were in the
same currency.
30
FEEDBACK PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MAY 2013
19.
FINANCIAL INSTRUMENTS (continued)
The following table shows the net assets exposed to exchange rate risk that the Group has at 31 May 2013:
Trade receivables
Cash and cash equivalents
Trade payables
2013
£000
-
3
-
3
2012
£000
41
109
(5)
145
The Group was exposed to currency risk because it undertook trading transactions in US dollars and euros. The
Directors did not generally consider it necessary to enter into derivative financial instruments to manage the exchange
risk arising from its operations, but from time to time when the Directors considered foreign currencies were weak and it
was known that there would be a requirement to purchase those currencies, forward arrangements may have been
entered into. There were no outstanding forward arrangements as at 31 May 2013.
Liquidity risk
Cash flow forecasting is performed in the operating entities of the Group. Rolling forecasts of the Group’s liquidity
requirements are monitored to ensure it has sufficient cash to meet operational needs.
Current financial liabilities
Trade and other payables
Overdraft
Financial liabilities measured
at amortised cost
2013
£000
536
-
2012
£000
916
158
The following are maturities of financial liabilities, including estimated contracted interest payments.
Carrying
amount
Contractual
cash flow
6 months or
less
6-12 months
1 or more
years
2013
Trade and other payables
Overdraft
2012
Trade and other payables
Overdraft
Cash flow interest rate risk
536
-
916
158
536
-
916
158
536
-
916
158
-
-
-
-
-
-
-
-
The Group presently has no substantial interest rate exposure.
Capital under management
The Group considers its capital to comprise its ordinary share capital, share premium, capital reserve and accumulated
retained earnings.
The group’s objectives when managing the capital are:
•
•
To safeguard the group’s ability to remain a going concern.
To maximise returns for shareholders in order to meet capital requirements and appropriately adjust the capital
structure, the group may issue new shares, dispose of assets to pay down debt, return capital to shareholders and
vary dividend payments.
31
FEEDBACK PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MAY 2013
20.
SHARE CAPITAL
Allotted, called up and fully paid share capital:
130,946,746 New Ordinary Shares of 0.25p each (2012: 130,946,746)
2013
£000
327
327
2012
£000
327
327
Share Options
Share options are granted to Directors and employees. Options are conditional on the employee completing a specific
length of service (the vesting period). The options are exercisable from the end of the vesting period and lapse after ten
years after the grant date. The Group has no legal or constructive obligation to repurchase or settle the options in cash.
Share options are valued using the Black-Scholes option pricing model and no performance conditions are included in
the fair value calculations. The risk free rate was 2.67%. The expected volatility is based on historical volatility over the
last two years and is estimated to be 55%. The average share price during the year was 0.73 pence. During the year the
Company had the following share options in issue:
Number of options
At June 1
2012
1,000,000
3,000,000
1,000,000
5,000,000
.
Granted
Cancelled
At 31 May
2013
Exercise price
(pence)
Exercise date
-
-
-
-
1,000,000
1,000,000
3,000,000
-
1.63
1.13
1.13
24/02/14 to 23/02/21
13/10/14 to 12/10/21
1,000,000
4,000,000
All 4,000,000 of the options at 31 May 2013 are only exercisable upon meeting of certain performance conditions
relating to shares reaching mid-market criteria for a minimum period of 90 days.
All share options vest three years after the grant date. Each option can only be exercised from three years after the
grant date to ten years after the date of grant.
21.
FINANCIAL COMMITMENTS
The Company gave cross guarantees in respect of bank and other borrowings of its UK subsidiary undertakings at the
year end of £300,000 (2012: £400,000). This guarantee was cancelled on 25 July 2013.
22.
PENSIONS
The Company operated a defined contribution scheme during the year and the assets of the scheme are held
separately from those of the Group in an independently administered fund. The pension cost represents contributions
payable and amounted to £35,000 (2012: £58,000). There were no outstanding or prepaid contributions at the year end.
22.
Post Balance Sheet Events
On the 31 July 2013 the company’s subsidiary Brickshield Limited sold its property for £940,000.
32
FEEDBACK PLC
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Feedback Plc (the “Company”) will be held at Sanlam Securities
UK Limited, 10 King William Street, London EC4N 7TW on 29 November 2013 at 11 am. You will be asked to consider and, if
thought fit, pass the resolutions below.
Resolutions 5 and 6 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.
As Ordinary Resolutions:
1. To receive and adopt the Company's annual accounts for the financial year ended 31 May 2013 together with the Directors'
report and the auditors' report on those accounts.
2. To re-elect N S Shepheard, who retires by rotation pursuant to the articles of association of the Company and who, being
eligible, offers himself for re-election as a Director.
3. To re-appoint haysmacintyre as auditors of the Company to hold office until the conclusion of the next annual general
meeting and to authorise the Directors to fix their remuneration.
4. THAT, in substitution for all previous authorities and in accordance with section 551 of the Companies Act 2006 (the "Act"),
the Directors be and they are hereby generally and unconditionally authorised to allot shares in the Company or grant rights
to subscribe for or convert any securities into shares (“Rights”), provided that this authority shall be limited to the allotment of
up to an aggregate nominal amount of £108,031provided that this authority shall expire at the earlier of the next annual
general meeting of the Company or 30 November 2014 and that the Company may before such expiry make an offer or
agreement which would or might require shares or Rights to be granted in pursuance of any such offer or agreement
notwithstanding that the authority conferred hereby has expired.
As Special Resolutions:
5. THAT, subject to the passing of resolution 5 above, but in substitution for all previous authorities, and in accordance with
section 570 of the Act, the Directors be and they are hereby empowered to allot equity securities (as defined in section 560 of
the Act) pursuant to the authority conferred by the previous resolution as if section 561(1) of the Act did not apply to any such
allotment, provided that this power shall be limited to the allotment of equity securities:
a.
in connection with an offer of such equity securities by way of rights to holders of ordinary shares in proportion
(as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or
other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or
any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or
stock exchange and;
b. up to an aggregate nominal amount of £65,473 provided that this authority shall expire at the earlier of the next
annual general meeting of the Company or 30 November 2014 and that the Company may before such expiry
make an offer or agreement which would or might require equity securities to be granted in pursuance of any
such offer or agreement notwithstanding that the authority conferred hereby has expired.
6. THAT, for the purposes of section 701 of the Act, the Company be and is hereby generally and unconditionally authorised to
make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of £0.25 each in the capital of
the Company ("Ordinary Shares") provided that:
a.
b.
the maximum number of Ordinary Shares which may be purchased is 19,628,917 (representing 14.99% of the
Company's issued share capital);
the minimum price which may be paid for each Ordinary Share is £0.25 and the maximum price (exclusive of
expenses) which may be paid for such shares is 5 per cent above the average of the middle market quotations
derived from the Daily Official List of London Stock Exchange plc for the five business days before the
purchase is made;
c. unless previously renewed, revoked or varied, the authority hereby conferred shall expire at the conclusion of
the next annual general meeting of the Company to be held in 2013 or, if earlier, on the date which is [6
months] after the date of the passing of this resolution; and
d.
the Company may make a contract or contracts to purchase Ordinary Shares under the authority hereby
conferred prior to the expiry of such authority which contract or contracts will or maybe executed wholly or
partly after the expiry of such authority, and may make a purchase of Ordinary Shares in pursuance of any
such contract or contracts.
Dated 5 November 2013
By Order of the Board
N S Shepheard, Director
Registered Address: Maple Barn, Beeches Farm Road, Uckfield, East Sussex TN22 5QD
Registered Number: 00598696
33
Explanatory Notes to the Notice of Annual General Meeting
The notes on the following pages give an explanation of the proposed resolutions. Resolutions 1 to 5 are proposed as ordinary
resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the
resolution. Resolutions 4, 5 and 6 are proposed as special resolutions. This means that for each of those resolutions to be
passed, at least three-quarters of the votes cast must be in favour of the resolution.
Resolution 1: Approval of the annual report and accounts
The Company is required to present its report and accounts to shareholders at its AGM. This provides an opportunity to discuss
the performance of the Company during the year, its management and prospects for the future.
Resolution 2: Re-election of director
The Company's articles of association require one-third (but if the number of current Directors of the Board is not three or a
multiple of three, as close to one-third as possible (but no more)), of the Board to retire and seek re-election at each AGM. As a
consequence, Nicholas Steven Shepheard retires by rotation and being eligible, the Board proposes his re-election as a Director
of the Company.
Resolution 3: Auditors reappointment and remuneration
It is a requirement that the Company’s auditor must be reappointed at each general meeting at which financial statements are
laid, in effect, at each AGM. After considering relevant information, the Audit Committee recommended to the Board the
reappointment of haysmacintyre. The resolution proposes haysmacintyre’s reappointment and to authorise the Directors to
determine their remuneration.
Resolution 4: Directors' power to allot relevant securities
Under section 551 of the Act, relevant securities may only be issued with the consent of the shareholders, unless the
shareholders pass a resolution generally authorising the Directors to issue shares without further reference to the shareholders.
This resolution authorises the general issue of shares up to an aggregate nominal value of £108,031, which is equal to one third
of the nominal value of the current share capital of the Company. Such authority will expire at the conclusion of the next AGM of
the Company or six months after the Company’s accounting reference date (whichever is the earlier).
Resolution 5: Disapplication of pre-emption rights on equity issues for cash
Section 561 of the Act requires that a company issuing shares for cash must first offer them to existing shareholders following a
statutory procedure which, in the case of a rights issue, may prove to be both costly and cumbersome. This resolution excludes
that statutory procedure as far as rights issues are concerned. It also enables the Directors to allot shares up to an aggregate
nominal value of £65,473, which will be equal to 20% of the nominal value of the current share capital of the Company, assuming
resolution 5 being passed. The Directors believe that the powers provided by this resolution will maintain a desirable degree of
flexibility. Unless previously revoked or varied, the disapplication will expire on the conclusion of the next AGM of the Company
or six months after the Company’s accounting reference date (whichever is the earlier).
Resolution 6: Purchase of own shares
This resolution seeks authority for the Company to buy its own shares. This resolution would be limited to £49,072representing
approximately 14.99% of the Company’s issued share capital, at the latest practicable date prior to the publication of the notice of
AGM.
In some circumstances, companies may find it advantageous to use surplus funds to purchase their own shares in the market.
This can lead to increases in future earnings on those shares not purchased. The Directors confirm that they will only purchase
shares where they believe the effect would be in the best interests of shareholders.
Notes
1.
2.
3.
4.
5.
A member of the Company entitled to attend and vote at the meeting convened by this notice is entitled to appoint one
or more proxies to exercise any of his rights to attend, speak and vote at that meeting on his behalf. A proxy need not
be a member of the Company but must attend the meeting to represent you.
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 Share Registrars on 01252 821390, overseas callers should call +44 1252 821390.
A Form of Proxy is enclosed. To be effective, the Form of Proxy together with any power of attorney or other written
authority under which it is signed, or a notarially certified copy or a certified copy in accordance with the Powers of
Attorney Act 1971 of such power or written authority must be completed signed and to be valid the proxy must be duly
executed and deposited with the Company at the offices of the Company’s registrars, Share Registrars Limited, Suite E,
First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL, or by scan and email to Share Registrars at
proxies@shareregistrars.uk.com, not later than 11.00 a.m. on 27 November 2013.
Completion and return of a Form of Proxy will not prevent a member from attending and voting in person if he or she
so wishes.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 to be entitled to attend and vote at the
meeting (and for the purposes of the determination by the Company’s register of members not less than 48 hours before
the time of the meeting or, in the event that the meeting is adjourned, on the Register of Members of the Company not
less than 48 hours before the time of any adjourned meeting, and only such members shall be entitled to attend and
vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the
Register of Members after 11.00 a.m. on 27 November 2013 or, in the event that the meeting is adjourned, not less than
34
6.
7.
8.
9.
48 hours before the time of any adjourned meeting, shall be disregarded in determining the rights of any person to
attend and vote at the meeting.
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 any other joint holders. For these purposes, seniority shall be 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, the Form of Proxy must be executed under its common seal or signed on its behalf by a
duly authorised attorney or duly authorised officer of the corporation.
A vote withheld option is provided on the Form of Proxy to enable you to instruct your proxy not to vote on any particular
resolution. However, it should be noted that a vote withheld in this way is not a “vote’ in law and will not be counted in
the calculation of the proportion of votes “For” and “Against” a resolution.
To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that
the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any
amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a
proxy and would like to change the instructions using another hard-copy Form of Proxy, please contact Share
Registrars. If you submit more than one valid proxy appointment, the appointment received last before the latest time
for the receipt of proxies will take precedence.
10.
In order to revoke a proxy instruction, you will need to inform the Company using one of the following methods:
By sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Share
Registrars Ltd, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL. In the case of a
member which is a company, the revocation notice must be executed under its common seal or signed on its
behalf by an officer of the company or an attorney for the company. Any power of attorney or any other
authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must
be included with the revocation notice.
In either case, the revocation notice must be received by Share Registrars no later than 11.00 a.m. on
27 November 2013.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then,
subject to the paragraph directly below, your proxy appointment will remain valid.
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.
11.
As at 5.00 p.m. on the date immediately prior to this notice the Company’s issued share capital comprised 130,946,746
ordinary shares of 0.25 pence each (“Ordinary Shares”). Each Ordinary Share carries the right to one vote at a general
meeting of the Company and therefore the total number of voting rights in the Company as at 5.00 p.m. on the date
immediately prior to this Notice is 130,946,746.
35
Feedback plc
Maple Barn, Beeches Farm Road, Uckfield, East Sussex TN22 5QD
www.fbk.com