Annual Report and Accounts
For the year ended 31 May 2017
0
Contents
Chairman’s Statement
Strategic Report
Directors’ Report
Corporate Governance
Directors’ Responsibilities Statement
Independent Auditor’s Report to the Members of Fiske plc
Consolidated Statement of Total Comprehensive Loss
Consolidated Statement of Financial Position
Parent Company Statement of Financial Position
Group and Parent Company Statement of Changes in Equity
Group and Parent Company Cash Flow Statement
Notes to the Accounts
Company Information
Notice of Annual General Meeting
Notes to Notice of Annual General Meeting
Page
2
4
6
8
10
11
12
13
14
15
16
17
34
35
37
Fiske plc
Page 1
Chairman’s Statement
Trading
We are pleased to report a return to profit for the year to May 2017. Our pre-tax profit was £31,000 which compares
to a loss for the comparable period in 2016 of £1,316,000. Our revenues rose by 22% whilst our operating expenses
fell by 13%. This has led to our significant improvement in profitability.
Whilst our commission revenues rose by 15% to £2,234,000 (2016: £1,951,000) our investment management fees
rose by 43% to £970,000 (2016: £680,000). This was in part due to the integration of our ISA business onto our new
platform alongside the appreciation of our assets under management and the gradual migration of clients to a fee
based charging structure.
The annual dividend from our Euroclear holding was received at the end of the second half which means we have
received the majority of two years dividends in the year to May 2017.
A portion of the 2017 dividend remains unpaid whilst we reclaim part of the Swiss withholding tax.
During the year currency movements have led to an appreciation in the carrying value of our holding in Euroclear
which is denominated in Euros. The relative strength of the Euro against Sterling has resulted in a further
appreciation of £243,000. Our holding is now valued at £2.44 million.
We maintain our strong financial position with a further improvement in our cash balances to £1,035,000 at 31 May
2017. This is up from £863,000 at 30 November 2016 and £405,000 at 31 May 2016.
Acquisition
We are pleased to have announced on 27 July 2017 the acquisition of Fieldings Investment Management. Fieldings
is a discretionary and advisory investment portfolio management company with assets under management of £165
million. The Company’s turnover for the year to 30 September 2016 was £1.32 million, its pre-tax profit was
£315,000 and its net assets were £2.1 million which are substantially in cash. We will be welcoming six new
investment managers and two support staff to Fiske as the Fieldings’ team move into our offices during September.
This acquisition is part of our ongoing strategy to welcome new portfolio managers with established client
relationships to increase our assets under management.
As part of the transaction to acquire the Fieldings business in July 2017 and in order to maintain our capital ratios
we have raised additional equity capital of £1.35 million. This has further strengthened our capital base.
Dividend
The Board has resolved not to pay a second interim dividend for the full year to 31 May 2017.
Fiske plc
Page
2
Markets
In the interim statement released on 13 February 2017 it was noted that the Dow Jones Industrial Index had broken
through the mystical 20,000 point level. It now stands at 21,703 still propelled by five of the leading technology
stocks and little else. The Federal Reserve has made it clear that higher interest rates are imminent and that their
balance sheet, inflated by quantitative easing, will be reduced. It is emphasised that both measures will be gradual.
Markets in both bonds and equities do not normally like an environment of rising interest rates and it will be
interesting to see to what extent this new scenario is already priced into current market levels. London as usual will
be heavily influenced by the direction of Wall Street. When taking into account the current worldwide geopolitical
situation it is likely we will experience more volatile markets in the autumn. We expect this will have little influence
on our business.
Outlook
The first half of our financial year has begun in a positive fashion with business levels in line with the previous year.
We will be devoting time in the next few months to the integration of the Fieldings team and look forward to
working with our new colleagues.
Annual General Meeting
As I do each year, I would like to invite our shareholders to attend our Annual General Meeting. We would like the
opportunity to meet you and for you to meet the management of the Company in which you are invested. This year
the Annual General Meeting is on 28 September 2017 at Fiske’s offices in Salisbury House at 12.30pm. Please note
that entry to the building only can be made via the London Wall or Finsbury Circus entrances.
Clive Fiske Harrison
Chairman
31 August 2017
Fiske plc
Page
3
Strategic Report
The Directors set out below their Strategic Report on the Company for the year ended 31 May 2017.
Activities and business Strategy
The principal activity of Fiske plc and its subsidiary undertakings is the provision of financial intermediation which
consists of private client and institutional stockbroking, and private client investment management. Fiske plc is the
trading entity of the Group and is authorised and regulated by the Financial Conduct Authority and is a member of
The London Stock Exchange.
The firm’s core strategy is to focus on delivering a high quality of service to clients. This entails giving both private
and institutional clients a personalised service delivered by experienced individuals. The Board intends to maintain a
strong balance sheet and to enable clear, unbiased advice to be given to clients.
The firm is capitalised with equity capital, with no debt and does not use financial instruments excepting its intra-
day Crest cap.
Business Review
A combination of market conditions and higher trading volumes resulted in an increase in commissions receivable.
The significant increase in investment management fees has materialised as expected as a result of the investment in
the firm’s IT infrastructure and resultant ability to benefit from revenues previously paid away to third parties.
This increase in revenues combined with the return of operational expenses to normal levels has led to a positive
outlook for the financial year to 31 May 2018.
Financial review and key performance indicators
The firm’s activities resulted in a profit before tax of £31,000 compared to a loss of £1,316,000 in the prior year. No
dividends were paid to shareholders in the year.
The results of the Group for the year are set out on page 12 and the Consolidated Statement of Financial Position on
page 13.
Future developments
As we have expressed before, the focus of our future growth will be in the area of private client investment
management. We believe that we have the expertise to expand in this area and we expect that this will be achieved
both organically and by very selective and probably small acquisitions which our strong balance sheet can readily
support. This will not only increase our recurring fee income but also our commissions.
Risk management
The Group is exposed to a number of business risks. The risk appetite of the Group is determined by the Board,
members of whom are also the principal shareholders. Monitoring of risks applicable to the business is delegated to
the Risk Committee whose principal function is to identify and evaluate the key risk areas of the business and ensure
those risks can be managed at a level acceptable to the Board.
The Group has identified the following as the key risks and their mitigation:
Credit risk
Credit risk refers to the risk that a third party will default on its contractual obligations resulting in financial loss to
the Group.
Third party receivables consist of customer balances, spread across institutional and private clients. Ongoing credit
evaluation is performed on the financial condition of accounts receivable and stock is held until settlement is
effected.
The Group does not have any significant credit risk exposure to any group of third parties having similar
characteristics.
Fiske plc
Page
4
Strategic Report (continued)
Market risk
The Group is mainly exposed to market risk in respect of its trading as agent in equities and debt instruments and in
its exposure to counterparties in the market. Market exposure arising from unsettled trades is closely monitored and
managed during each trading day.
Market risk also gives rise to variations in asset values and thus management fees, and variations in the value of
investments held by Fiske, acting as principal.
Loss of staff
Staff are a key asset in the business and retaining the services of key staff is essential to ongoing revenue generation
and development of the business. All Directors are shareholders in the business with longstanding commitment to its
prosperity.
Operational risk
There is a whole range of operational risks to which the Group is exposed, including reputational risks and the
Group seeks to mitigate operational risk to acceptable residual levels, in accordance with its risk appetite policy, by
maintenance of its control environment, which is managed through the Group’s operational risk management
framework. The Group’s controls include appropriate segregation of duties and supervision of employees; ensuring
the suitability and capability of the employees; relevant training programmes that enable employees to attain and
maintain competence, and identifying risks that arise from inadequacies or failures in processes and systems.
The Group has a business continuity and disaster recovery plan which provides, inter alia, back-up premises and
back-office systems and which is regularly reviewed.
Pillar 3 disclosures are published on the Company’s website at www.fiskeplc.com.
This Strategic Report was approved by the Board of Directors and authorised for issue on 31 August 2017.
Signed on behalf of the Board of Directors
Clive Fiske Harrison
Chairman
Fiske plc
Page
5
Directors’ Report
The Directors present their report together with the audited financial statements for the year ended 31 May 2017.
The Corporate Governance Statement on page 7 forms part of this report.
Directors’ interests - Shares
The Directors who served during the year and to the date of this report and their beneficial interests, including those
of their spouses, at the end of the year in the shares of the Company were as follows:
Ordinary
25p shares
at 31 May
2016
2,334,828
C F Harrison*
2,140,802
J P Q Harrison†
315,842
A R Fiske-Harrison
100,000
A D Meech
45,000
F G Luchini
M H W Perrin
15,000
* Including 218,000 (2016: 218,000) shares held by Mrs B Harrison, wife of Mr C F Harrison at the date of this
report.
† Including 2,133,802 (2016: 2,133,802) shares held by LongSand Limited, a company controlled by JPQ Harrison
and 7,000 (2016: 7,000) shares held by Mrs A Harrison wife of Mr J P Q Harrison at the date of this report.
Directors’ interests - Share options
Details of Directors’ options over ordinary shares are as follows:
Ordinary
25p shares
at the date of
this report.
2,334,828
2,280,802
315,842
100,000
54,990
35,000
Ordinary
25p shares
at 31 May
2017
2,334,828
2,140,802
315,842
100,000
54,990
15,000
Number of options
At start
of year
Granted
during
year
Exercised
during
year
Expired
during
year
At end
of year
Exercise
price
Market price
on date of
exercise
Date from which
exercisable
F G Luchini - Unapproved
75,000
-
-
-
75,000
28.75p
-
1 May 2005
The closing mid-market price of the Company’s ordinary 25p shares at 31 May 2017 was 50.0p (2016: 44.0p).
Major shareholdings
Shareholders holding more than 3% of the shares of the Company at the date of this report were:
C F Harrison
J P Q Harrison
Craven Hill Investments Limited
P G Turner
Miton Group
S J Cockburn*
Mrs C M Short
Ordinary shares
2,334,828
2,280,802
1,096,413
734,500
610,000
481,227
386,029
%
20.20
19.73
9.48
6.35
5.28
4.16
3.34
* Including 15,000 (2016: nil) shares held by Mrs J A Cockburn, wife of Mr S J Cockburn at the date of this report
Capital Structure
Details of the authorised and issued share capital, together with details of the movements in the Company’s issued
share capital during the year are shown in note 22.
The holders of Ordinary Shares are entitled to receive notice of and to attend and vote at any General Meeting of the
Company. Every member present at such a meeting shall, upon a show of hands, have one vote. Upon a poll, holders
of all shares shall have one vote for every share held. All ordinary shares are entitled to participate in any
distributions of the Company’s profits or assets.
There are no restrictions on the transfer of the Company's ordinary shares. Fiske plc's ordinary 25p shares are traded
solely on the AIM market.
Fiske plc
Page
6
Directors’ Report (continued)
Going Concern
After making due and careful enquiry, the Directors have formed a judgement at the time of approving the financial
statements, that there is a reasonable expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future. For this reason the Directors continue to adopt the going concern basis in
preparing the financial statements as set out in note 1 to the accounts.
Directors’ indemnities
The Company has made qualifying third party indemnity provisions for the benefit of its Directors which were
renewed during the year and remain in force at the date of this report.
Disclosure of information to auditor
Each of the persons who is a Director at the date of approval of this annual report confirms that:
(i) so far as the Director is aware, there is no relevant audit information of which the Company’s auditor is
unaware; and
(ii) the Director has taken all the steps that he/she ought to have taken as a Director to make himself/herself
aware of any relevant audit information and to establish that the Company’s auditor is aware of that
information.
This confirmation is given and should be interpreted in accordance with the provisions of Section s418 of the
Companies Act 2006.
Auditor
The Directors review the terms of reference for the auditor and obtain written confirmation that the firm has
complied with its relevant ethical guidance on ensuring independence. Deloitte LLP provide audit services to the
Company and Group as well as tax compliance and advisory services. The Board reviews the level of their fees to
ensure they remain competitive and to ensure no conflicts of interest arise.
Deloitte LLP has expressed a willingness to continue in office as auditor and a resolution to reappoint them will be
proposed at the forthcoming Annual General Meeting.
By Order of the Board
J P Q Harrison
Chief Executive Officer
31 August 2017
Salisbury House
London Wall
London EC2M 5QS
Fiske plc
Page
7
Corporate Governance
The Board has given consideration to the code provisions set out in the UK Corporate Governance Code issued,
from time to time, by the Financial Reporting Council. As an AIM listed company, Fiske plc is not required to
comply with the Code, however, the Directors have chosen to provide certain information which they believe will
be helpful, having regard to the scale and nature of the Group’s activities.
Board Composition
The Board currently comprises six people. The non-executive directors are Martin Perrin and Alexander Fiske-
Harrison. The Board considers each non-executive director to be independent in character and judgement.
Notwithstanding that Martin Perrin has been non-executive director of Fiske plc for over ten years the Board
believes that he takes an independent view of issues concerning the Company and is expected to, and does,
challenge executive directors as and when necessary. It is believed that no individual or small group of individuals
can determine the Board’s decisions.
Biographies of directors are set out at the back of these Report and Accounts immediately prior to the Notice of
Annual General Meeting. In proposing retiring directors for re-election at the Annual General Meeting, the Board
has considered the skills, experience and contribution of each, as part of an ongoing process.
Board Duties
It is the responsibility of Board members to discharge their duties in the best interests of the Company and to accept
their collective responsibility for the long-term success of the Company. The Board, under the leadership of the
Chairman, decides the strategic aims of the Company, ensures that the necessary financial and human resources are
in place in order to meet the Company’s objectives and ensures that obligations to shareholders are met.
Management is responsible for the day-to-day running of the Company, including the terms and conditions of
employment; interviewing and hiring of staff; the systems and controls in place to provide a suitable service to our
clients (as required by the regulator), and ensuring the firm has sound administrative and accounting procedures in
place.
Whilst much of their work is either executed formally within full board metings, or in informal working parties, in
line with the provisions of the Corporate Governance Code, the Board has formally established three committees
namely the Remuneration and Nomination Committee, Audit Committee and the Risk Committee as described
below. The terms of reference of these committees can be viewed on our website at www.fiskeplc.com.
Remuneration and Nomination Committee
The principal function of this committee is to determine the policy on key executives’ remuneration in order to
attract, retain and motivate high calibre individuals with a competitive remuneration package. It evaluates the skills,
experience, independence and knowledge of current and prospective board members and makes recommendations to
the Board as to the composition thereof. The Committee consists of C F Harrison (Chairman), A R Fiske-Harrison
and M H W Perrin.
Fiske has not used any external search consultancy nor open advertising in the past appointments of directors. This
has been deemed unnecessary as the executive directors are promoted from existing staff members. The non-
executive directors are well known to the Company and fulfil the criteria set down by the Nomination Committee.
Remuneration for executives comprises basic salary, a performance-related bonus, share options and other benefits
in kind. Full details of Directors’ remuneration and share options granted are given in the notes to the financial
statements and the Directors’ Report.
Audit Committee
The Audit Committee, comprises M H W Perrin (Chairman), C F Harrison and A R Fiske-Harrison. The Committee
meets at least twice a year. The committee reviews the Company’s external audit arrangements, including the cost-
effectiveness of the audit and the independence and objectivity of the external auditor. It also reviews the interim
and full year financial statements prior to their submission to the Board, the application of the Group’s accounting
Fiske plc
Page
8
Corporate Governance (continued)
policies, any changes to financial reporting requirements and such other related matters as the Board may direct. The
external auditor and executive Directors may be invited to attend the meetings.
Given the size of the Company, Fiske does not have an internal audit function. When appropriate, the external
auditor, Deloitte, is consulted for assistance and specific review exercises.
Risk Committee
The Risk Committee, comprising M H W Perrin (Chairman), C F Harrison and J P Q Harrison, meets at least twice a
year. The committee identifies and evaluates the key risk areas of the business and ensures those risks can be
managed at a level acceptable to the Board. It makes recommendations to the Board in relation to capital adequacy
matters.
Attendance at meetings
In the year to 31 May 2017, attendance at meetings can be quantified as:
Number of meetings in the year
Clive Harrison
James Harrison
Alan Meech
Gerard Luchini
Martin Perrin
Alexander Fiske-Harrison
Scheduled
Board
meetings
7
7/7
5/7
6/7
6/7
7/7
6/7
Remuneration
and
Nomination
committee
1
1/1
-
-
-
1/1
1/1
Audit
committee
Risk
Committee
2
2/2
-
-
-
2/2
2/2
2
2/2
2/2
-
-
2/2
-
the ongoing identification, evaluation and management of the significant risks faced by the Group;
regular consideration by the Board of actual financial results;
Internal Control
The Board of Directors recognises that it is responsible for the Group’s systems of internal control and for
reviewing their effectiveness. Such systems, which include financial, operational and compliance controls and risk
management, have been designed to provide reasonable, but not absolute, assurance against material misstatement
or loss. They include:
compliance with operating procedures and policies;
annual review of the Group’s insurance cover;
defined procedures for the appraisal and authorisation of capital expenditure and capital disposals; and
When reviewing the effectiveness of the systems of internal control, the Board has regard to:
a quarterly report from the Compliance Director covering FCA regulatory matters and conduct of business
regular consideration of the Group’s liquidity position.
rules;
the level of customer complaints;
the prompt review of daily management reports including previous days’ bargains, unsettled trades and
outstanding debtors;
the regular reconciliation of all bank accounts, internal accounts and stock positions; and
Management Committee meetings of Executive Directors for the day-to-day running of the business.
Customers
The Directors set it as a priority that customers and their affairs are well looked after, and customers and their
treatment is specifically reviewed at each Board meeting. The Board believes that building good relationships with
clients over a sustained period of time creates a better investment environment and basis for the Company’s future.
Further information
Shareholders may review more detail on Fiske’s Corporate Governance on our website at www.fiskeplc.com.
Fiske plc
Page
9
Directors’ Responsibilities Statement
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the
Directors are required to prepare the Group financial statements in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the European Union and have also chosen to prepare the parent
company financial statements under IFRSs as adopted by the EU. Under company law the Directors must not
approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of
the Group and the Company and of the profit or loss of the Group for that period. In preparing these financial
statements, International Accounting Standard 1 requires that Directors:
properly select and apply accounting policies;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable
and understandable information;
provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to
enable users to understand the impact of particular transactions, other events and conditions on the entity's
financial position and financial performance; and
make an assessment of the Company's ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company
and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included
on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Responsibility statement
We confirm that to the best of our knowledge:
the financial statements, prepared in accordance with International Financial Reporting Standards as adopted
by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss
of the company and the undertakings included in the consolidation taken as a whole;
the strategic report includes a fair review of the development and performance of the business and the
position of the company and the undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face; and
the annual report and financial statements, taken as a whole, are fair, balanced and understandable and
provide the information necessary for shareholders to assess the company’s performance, business model and
strategy.
This responsibility statement was approved by the board of directors on 31 August 2017 and is signed on its behalf
by:
J P Q Harrison
Chief Executive Officer
31 August 2017
Fiske plc
Page 10
Independent Auditor’s Report to the Members of Fiske plc
We have audited the financial statements of Fiske plc for the year ended 31 May 2017 which comprise the
Consolidated Statement of Total Comprehensive Income, the Consolidated and Parent Company Statements of
Financial Position, the Group and Parent Company Statement of Changes in Equity, the Group and Parent Company
Cash Flow Statement, and the related notes 1 to 28. The financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European
Union and as applied in accordance with the provisions of the Companies Act 2006.
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditor
As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility
is to audit and express an opinion on the financial statements in accordance with applicable law and International
Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s
Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or
error. This includes an assessment of: whether the accounting policies are appropriate to the Group’s and the parent
Company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of
significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In
addition, we read all the financial and non-financial information in the annual report to identify material
inconsistencies with the audited financial statements and to identify any information that is apparently materially
incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the
audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications
for our report.
Opinion on financial statements
In our opinion:
the financial statements give a true and fair view of the state of the Group’s and the parent company’s affairs as
at 31 May 2017 and of the Group’s profit for the year then ended;
the group financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union;
the parent company financial statements have been properly prepared in accordance with IFRSs as adopted
bythe European Union and as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Report and the Directors’ Report for the financial year for
which the financial statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to
you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Russell S Davis FCA, Senior Statutory Auditor
for and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
31 August 2017
Fiske plc
Page
11
Consolidated Statement of Total Comprehensive Income
For the year ended 31 May 2017
Continuing Operations
Fee and commission income
Fee and commission expenses
Net fee and commission income
Other income
Total Revenue
Profit on disposal of available-for-sale investments
Profit / (loss) on investments held for trading
Operating expenses
Operating (loss)
Investment revenue
Finance income
Finance costs
Profit / (loss) on ordinary activities before taxation
Taxation
Profit / (loss) on ordinary activities after taxation
Other comprehensive income/(loss)
Items that may subsequently be reclassified to profit or loss
Movement in unrealised appreciation of investments
Deferred tax on movement in unrealised appreciation of investments
Net other comprehensive income/(loss)
Total comprehensive income/(loss) attributable to equity shareholders
Earnings /(Loss) per ordinary share
Basic
Diluted
All results are from continuing operations.
Notes
2017
£’000
2016
£’000
3
3
3
6
7
8
9
11
11
3,204
(476)
2,728
99
2,827
-
66
(3,039)
(146)
168
10
(1)
31
-
31
244
(25)
219
250
0.4p
0.4p
2,631
(451)
2,180
71
2,251
9
(12)
(3,613)
(1,365)
42
8
(1)
(1,316)
-
(1,316)
128
(30)
98
(1,218)
(15.6p)
(15.6p)
Fiske plc
Page
12
Consolidated Statement of Financial Position
31 May 2017
Non-current Assets
Goodwill
Other intangible assets
Property, plant and equipment
Available-for-sale investments
Total non-current assets
Current Assets
Trade and other receivables
Investments held for trading
Cash and cash equivalents
Total current assets
Current liabilities
Trade and other payables
Total current liabilities
Net current assets
Non-current liabilities
Deferred tax liabilities
Total non-current liabilities
NET ASSETS
EQUITY
Share capital
Share premium
Revaluation reserve
Retained losses
SHAREHOLDERS’ EQUITY
Company number 02248663
Notes
2017
£’000
2016
£’000
12
13
14
16
17
18
19
20
21
22
395
144
10
2,444
2,993
2,315
19
1,035
3,369
2,650
2,650
719
225
225
395
90
17
2,200
2,702
2,835
16
405
3,256
2,520
2,520
736
201
201
3,487
3,237
2,115
1,222
1,459
(1,309)
3,487
2,115
1,222
1,240
(1,340)
3,237
These financial statements were approved by the Board of Directors and authorised for issue on 31 August 2017.
Signed on behalf of the Board of Directors
J P Q Harrison
Chief Executive Officer
Fiske plc
Page
13
Parent Company Statement of Financial Position
31 May 2017
Company number 02248663
Notes
2017
£’000
2016
£’000
Non-current Assets
Goodwill
Other intangible assets
Property, plant and equipment
Investments in subsidiary undertakings
Available-for-sale investments
Total non-current assets
Current Assets
Trade and other receivables
Investments held for trading
Cash and cash equivalents
Total current assets
Current liabilities
Trade and other payables
Total current liabilities
Net current assets
Non-current liabilities
Deferred tax liabilities
Total non-current liabilities
NET ASSETS
EQUITY
Share capital
Share premium
Revaluation reserve
Retained losses
SHAREHOLDERS’ EQUITY
12
13
14
15
16
17
18
19
20
21
22
230
144
10
165
2,444
2,993
2,315
19
1,035
3,369
2,650
2,650
719
225
225
230
90
17
165
2,200
2,702
2,835
16
405
3,256
2,520
2,520
736
201
201
3,487
3,237
2,115
1,222
1,459
(1,309)
3,487
2,115
1,222
1,240
(1,340)
3,237
These financial statements were approved by the Board of Directors and authorised for issue on 31 August 2017.
Signed on behalf of the Board of Directors
J P Q Harrison
Chief Executive Officer
Fiske plc
Page
14
Group and Parent Company Statement of Changes in Equity
For the year ended 31 May 2017
Balance at 1 June 2015
Revaluation of available-for-sale
investments
Deferred tax on revaluation of available-
for-sale investments
Loss for the financial year
Balance at 1 June 2016
Revaluation of available-for-sale
investments
Deferred tax on revaluation of available-
for-sale investments
Profit for the financial year
Share
capital
£’000
Share
premium
£’000
Revaluation
reserve
£’000
Retained
earnings
£’000
Total
£’000
2,115
1,222
1,142
(24)
4,455
-
-
-
-
-
-
128
(30)
-
2,115
1,222
1,240
-
-
-
-
-
-
244
(25)
-
-
128
-
(1,316)
(1,340)
-
-
31
(30)
(1,316)
3,237
244
(25)
31
Balance at 31 May 2017
2,115
1,222
1,459
(1,309)
3,487
Fiske plc
Page
15
Group and Parent Company Cash Flow Statement
For the year ended 31 May 2017
Operating (loss)
Profit on disposal of available-for-sale investments
Depreciation of property, plant and equipment
(Increase) in investments held for trading
Decrease in receivables
(Decrease) / increase in payables
Cash generated from/ (used in) operations
Tax paid
Net cash generated from/ (used in) operating activities
Investing activities
Interest received
Investment income received
Interest paid
Proceeds on disposal of available-for-sale investments
Purchases of property, plant and equipment
Purchases of other intangible assets
Net cash generated from investing activities
Financing activities
Dividends paid
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
2017
£’000
(146)
-
50
(3)
482
130
513
38
551
10
168
(2)
-
(7)
(90)
79
-
-
630
405
1,035
2016
£’000
(1,365)
(9)
26
(3)
1,625
(2,512)
(2,238)
-
(2,238)
8
42
(1)
154
(16)
-
187
-
-
(2,051)
2,456
405
Fiske plc
Page
16
Notes to the Accounts
For the year ended 31 May 2017
1 Accounting policies
General information
Fiske plc is a limited company incorporated in the United Kingdom and registered in England and Wales,
company number 02248663. The address of its registered office and principal place of business are disclosed in
the Company Information page of the Financial Statements.
The principal activities of the Company are described in the Directors’ Report.
New and revised IFRSs in issue but not yet effective
At the date of authorisation of these financial statements, The Group has not applied the following new and
revised IFRSs that have been issued but are not yet effective and had not yet been adopted by the EU:
IFRS 9
IFRS 15
IFRS 16
IFRS 2 (amendments)
IAS 7 (amendments)
IAS 12 (amendments)
Financial Instruments
Revenue from Contracts with Customers
Leases
Classification and Measurement of Share-based Payment Transactions
Disclosure Initiative
Recognition of Deferred Tax Assets for Unrealised Losses
Sale or Contribution of Assets between an Investor and its Associate or Joint
Venture
IFRS 10 and IAS 28
(amendments)
The directors do not expect that the adoption of the Standards listed above will have a material impact on the
financial statements of the Group in future periods, except that IFRS 9 will impact both the measurement and
disclosures of financial instruments and IFRS 16 will have an impact on the reported assets, liabilities, income
statement and cash flows of the Group. Furthermore, extensive disclosures will be required by IFRS 16. Beyond
the information above, it is not practicable to provide a reasonable estimate of the effect of IFRS 9 and IFRS 15
until a detailed review has been completed.
(a)
Basis of preparation
These financial statements have been prepared in accordance with the requirements of IFRS implemented by the
Group for the year ended 31 May 2017 as adopted by the European Union and International Financial Reporting
Interpretations Committee and with the Companies Act 2006. The Group financial statements have been prepared
under the historical cost convention, with the exception of financial instruments, which are stated in accordance
with IAS 39 Financial Instruments: recognition and measurement. The principal accounting policies are set out
below.
Fiske plc
Page
17
Notes to the Accounts
For the year ended 31 May 2017
(b) Going concern basis
The Group’s activities, together with the factors likely to affect its future development, performance and position
are set out in the Strategic Report on pages 4 and 5. It also includes the Group’s objectives, policies and processes
for managing its business risk objectives, which includes its exposure to credit, market and operational risks. The
Group continues to hold a substantial cash resource. After making enquiries, the Directors have formed a
judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Group
has adequate resources to continue in operational existence for the foreseeable future. For this reason the
Directors continue to adopt the going concern basis in preparing the financial statements
(c)
Basis of consolidation
The Group financial statements incorporate the financial statements of the Company and subsidiary entities
controlled by the Company made up to 31 May each year. Control is achieved where the Company is exposed, or
has rights, to variable returns from its involvement with an investee company and has the ability to affect those
returns through its power over the other entity; power generally arises from holding a majority of voting rights
(d) Revenue recognition
The Group follows the principles of IAS 18, ‘Revenue Recognition’, in determining appropriate revenue
recognition policies. In principle, therefore, revenue is recognised to the extent that the economic benefits
associated with the transaction will flow into the Group.
Commission: Commission income and expenses are recognised on a trade date basis.
Fees: Investment management, administration and corporate finance fees are recognised when earned
with retainer fees being recognised over the length of time of the agreement.
Dividend income: Dividend income is recognised when the right to receive payment is established.
(e)
Segment reporting
IFRS 8 requires that an entity disclose financial and descriptive information about its reportable segments, which
are operating segments or aggregations of operating segments. Operating segments are identified on the basis of
internal reports that are regularly reviewed by the Chief Executive Officer to allocate resources and to assess
performance. Using the Group’s internal management reporting as a starting point the single reporting segment set
out in note 3 has been identified.
(f)
Business combinations
The acquisition of subsidiaries is accounted for using the purchase method. The cost of acquisition is measured as
the aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and
equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable
to the business combination. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the
conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date. As permitted by
IFRS 1, the Group has chosen not to restate, under IFRS, business combinations that took place prior to 1 June
2006, the date of transition to IFRS.
(g) Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the
fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of
acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any
impairment. Goodwill which is recognised as an asset is reviewed for impairment at least annually. Any
impairment is recognised immediately and is not subsequently reversed.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected
to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are
tested for impairment annually, or more frequently where there is an indication that the unit may be impaired. If
the recoverable amount of the cash-generating unit is less than the carrying value of the unit, the impairment loss
is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of
the unit pro rata on the basis of the carrying value of each asset in the unit. An impairment loss recognised for
goodwill is not reversed in a subsequent period.
On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included
in the determination of the profit or loss on disposal. Goodwill arising on acquisitions before the date of transition
to IFRSs has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date.
Fiske plc
Page
18
Notes to the Accounts
For the year ended 31 May 2017
(h)
Software and software licences
The direct cost of acquisition of software licences is capitalised (if in relation to a significant installation) and,
upon being brought into use, amortised as noted below. The cost of minor licenses, and the cost of deployment
and associated costs to implement significant installations are expensed as incurred.
(i)
Property, plant and equipment
All property, plant and equipment are shown at cost less subsequent depreciation and impairment. Cost includes
expenditure that is directly attributable to the acquisition of items. Depreciation is charged so as to write off the
cost or valuation of assets over their useful economic lives, using the straight-line method, which is considered to
be as follows:
Office refurbishment
Office furniture and fittings
Computer equipment
Software
- 5 years
- 4 years
- 3 years
- 6 years
The assets’ residual values and useful lives are reviewed, and if appropriate asset values are written down to their
estimated recoverable amounts, at each balance sheet date. Gains and losses on disposals are determined by
comparing proceeds with the carrying amounts, and are included in the income statement.
(j)
Impairment of intangible assets
The Group’s policy is to amortise the intangible assets over the life of the contract.
At each balance sheet date, the Group reviews the carrying amounts of its intangible assets to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Where the asset does not generate cash flows that are independent from other assets, the Group estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is
recognised as an expense immediately.
(k) Available-for-sale investments
Available-for-sale investments are recognised and derecognised on a trade date where a purchase or sale of an
investment is effected under a contract whose terms require delivery of the investment within the timeframe
established by the market concerned, and are initially measured at cost.
At subsequent reporting dates, available-for-sale investments are measured at fair value. Gains or losses arising
from changes in fair value are recognised directly in equity, until the security is disposed of or is determined to be
impaired, at which time the cumulative gain or loss previously recognised in equity is included in the net profit or
loss for the period. Impairment losses recognised in profit or loss are not subsequently reversed through profit or
loss.
The fair values of available-for-sale investments quoted in active markets are determined by reference to the
current quoted bid price. Where independent market prices are not available, fair values may be determined using
valuation techniques with reference to observable market data.
(l)
Trade and other receivables are measured at initial recognition at fair value, and are subsequently measured at
amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable
amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. The allowance
recognised is measured as the difference between the asset’s carrying amount and the present value of estimated
future cash flows discounted at the effective interest rate computed at initial recognition.
(m)
Investments held for trading are measured at market value.
(n) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid
investments that are readily convertible to known amounts of cash and are subject to insignificant risk of changes
in value. Such investments are those with original maturities of three months or less.
Investments held for trading
Trade and other receivables
Fiske plc
Page
19
Notes to the Accounts
For the year ended 31 May 2017
Dividends
Equity instruments
Share-based payments
Trade and other payables
(o) Client money
The Company holds money on behalf of clients in accordance with the Client Money Rules of the Financial
Conduct Authority. With the exception of money arising in the course of clients’ transactions, as disclosed in note
19, such monies and the corresponding liability to clients are not shown on the face of the balance sheet. The
amount so held on behalf of clients at the year-end is stated in note 25.
(p)
Trade and other payables are measured at initial recognition at fair value, and are subsequently measured at
amortised cost using the effective interest rate method. The Group accrues for all goods and services consumed
but as yet unbilled at amounts representing management’s best estimate of fair value.
(q)
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
(r)
Equity dividends are recognised when paid.
(s)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the
income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the
number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative
amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting
conditions are factored into the fair value of the options granted. As long as all other vesting conditions are
satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative
expense is not adjusted for failure to achieve a market vesting condition.
When the terms and conditions of options are modified before they vest, the increase in the fair value of the
options, measured immediately before and after the modification, is also charged to the income statement over the
remaining vesting period. Where equity instruments are granted to persons other than employees, the income
statement is charged with the fair value of the goods and services received. There has been no material share
options charge to the income statement to date and therefore no disclosure appears in these financial statements.
(t)
The tax expense represents the sum of the tax currently payable and the deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported
in the income statement because it excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill
or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction
that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and
associates, except where the Group is able to control the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it
is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the
asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items
charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the
Group intends to settle its current tax assets and liabilities on a net basis.
Taxation
Fiske plc
Page
20
Notes to the Accounts
For the year ended 31 May 2017
Foreign currencies
(u)
The individual financial statements of each Group company are presented in the currency of the primary economic
environment in which it operates (its functional currency). For the purpose of the Group Financial Statements, the
results and financial position of each Group Company are expressed in pounds sterling, which is the functional
currency of the Company, and the presentation currency for the Group Financial Statements.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s
functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies
are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are
denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was
determined. Non-monetary items that are measured in terms of historical costs in a foreign currency are not
retranslated.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are
included in profit or loss for the period. Exchange differences arising on the retranslation of non-monetary items
carried at fair value are included in profit or loss for the period except for differences arising on the retranslation
of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-
monetary items, any exchange component of that gain or loss is also recognised directly in equity.
(v)
Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant
lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a
straight-line basis over the lease term.
Leases
2 Critical accounting judgements and key uncertainties of estimation uncertainty
In the application of the Group’s accounting policies, which are described in note 1, the Directors are required to
make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions are based on historical experience
and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period.
Allowance for bad debts
The Group makes provision for the element of client receivables where and to the extent it believes will not be
recovered from clients. This is based on past experience and detailed analysis of the outstanding position
particularly with regard to the value of customers’ portfolios relative to the amounts owed.
Fair value of investments
The Group currently holds an investment in Euroclear Plc, which is held as an available-for-sale financial asset
and measured at fair value at the balance sheet date. The Euroclear Plc shares do not trade in an active market, and
therefore fair value is calculated with reference to the most recently published Euroclear Plc financial statements
and share buyback information, using a Directors’ valuation.
Impairment
The assets on the balance sheet are reviewed for any indications of impairment. This is done with reference to the
recoverability and market value of the assets concerned but may involve an element of judgement or estimation in
determining whether there are any indications of impairment and if so, the extent of any impairment loss.
Fiske plc
Page
21
Notes to the Accounts
For the year ended 31 May 2017
3 Total revenue and segmental analysis
IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group
that are regularly reviewed by the Chief Executive to allocate resources to the segments and to assess their
performance. Pursuant to this, the Group continues to identify a single reportable segment, being UK-based
financial intermediation. Within this single reportable segment, total revenue comprises:
Commission receivable
Investment management fees
Commission payable to associates
Commission payable to third parties
Other income
2017
£’000
2,234
970
3,204
(472)
(4)
(476)
2,728
99
2,827
2016
£’000
1,951
680
2,631
(447)
(4)
(451)
2,180
71
2,251
Substantially all revenue in the current and prior year is generated in the UK and derives solely from the provision
of financial intermediation.
4 Staff remuneration and costs
Remuneration policies are recommended to the Board by the Remuneration Committee. The Committee consists
of C F Harrison (Chairman), A R Fiske-Harrison and M H W Perrin.
Remuneration for executives comprises basic salary, a performance-related bonus, and other benefits in kind, and
may include share options. This remuneration takes into account:
market rates;
the need to attract, retain and motivate high calibre individuals with a competitive remuneration package;
comparability across different functions within the firm;
loyalty and effort; and
effectiveness.
The FCA’s Remuneration Code applies to certain of the firm’s staff. As set out in note 5 below Alan Meech
receives a commission element generated by him and this is usually less than 33% of the total remuneration
earned by him though it is not capped as such. All other Code Staff have salaries that are in the main fixed and any
performance-related pay reflects a share of a bonus pool available to all employees. This bonus pool reflects the
profitability of the firm in that year and is allotted according to merit.
The average number of employees, including Directors, employed by the Company within each category of
persons, and their aggregate remuneration was:
Dealing and sales
Settlement
Administration
Employees’, including Directors’, costs comprise:
Wages, salaries and other staff costs
Bonus
Social security costs
2017
No.
10
5
7
22
2017
£’000
636
270
281
1,187
2016
No.
10
6
6
22
2017
£’000
1,196
31
160
1,387
2016
£’000
638
288
279
1,205
2016
£’000
1,235
-
148
1,383
Fiske plc
Page
22
Notes to the Accounts
For the year ended 31 May 2017
5 Directors’ remuneration
(a) Directors’ emoluments comprise:
Emoluments
Highest paid Director’s remuneration:
Emoluments
2017
£’000
487
2016
£’000
488
129
124
Information regarding Directors’ share options is shown under Directors’ Interests in the Directors’ Report.
The emoluments of the Directors for the current and previous year are as follows:
31 May 2017
C F Harrison
J P Q Harrison
F G Luchini
A D Meech
M H W Perrin
A R Fiske-Harrison
31 May 2016
C F Harrison
J P Q Harrison
F G Luchini
A D Meech
M H W Perrin
A R Fiske-Harrison
6 Operating (loss)
Gross
salary
£’000
110
113
112
49
-
-
384
Gross
salary
£’000
110
114
86
65
-
-
375
Fees
£’000
-
-
-
-
20
18
38
Commission
£’000
-
-
-
14
-
-
14
Fees
£’000
-
-
-
-
20
18
38
Commission
£’000
-
-
-
15
-
-
15
Benefits
£’000
6
16
9
18
1
1
51
Benefits
£’000
-
10
32
16
1
1
60
Total
£’000
116
129
121
81
21
19
487
Total
£’000
110
124
118
96
21
19
488
The operating loss is arrived at after charging:
Auditor’s remuneration:
Fees payable to the Company’s auditor
-
for the audit of the Company’s annual accounts
Non-audit fees:
- Other services pursuant to legislation: Interim review
- Audit of client money and custody assets
- Tax services
Net foreign exchange losses
Depreciation of property, plant and equipment
Amortisation of intangible assets
Operating lease rentals - Land and buildings
- Other
2017
£’000
2016
£’000
59
6
8
7
-
14
36
222
5
59
6
8
7
-
26
-
222
5
The profit for the financial year dealt with in the financial statements of the parent Company was £31,000 (2016:
loss of £1,316,000) before dividend.
Fiske plc
Page
23
Notes to the Accounts
For the year ended 31 May 2017
As permitted by Section 408 of the Companies Act 2006, no separate income statement is presented in respect of
the parent Company.
7 Finance income
Interest receivable:
Banks
8 Finance costs
Interest payable:
Bank loans, overdrafts and other interest payable
9 Tax
Analysis of tax on ordinary activities:
Current tax
Current year
Prior year adjustment
Deferred tax
Current year
Prior year adjustment
Total tax credit to Statement of Comprehensive Income
2017
£’000
10
10
2017
£’000
2016
£’000
8
8
2016
£’000
1
1
2017
£’000
2016
£’000
-
-
-
-
-
-
-
-
-
-
-
-
Factors affecting the tax charge for the year
The standard rate of tax for the year, based on the United Kingdom standard rate of corporation tax, is 19.83%
(2016: 20%).
The (credit)/charge for the year can be reconciled to the profit per the Statement of Comprehensive Income as
follows:
Profit / (loss) before tax
Charge on profit/(loss) on ordinary activities at standard rate
Effect of:
Expenses not deductible in determining taxable profit
Non-taxable income
Losses not relieved
Small company relief
Adjustment to tax charge in respect of prior years
2017
£’000
31
6
8
(34)
20
-
-
-
2016
£’000
(1,316)
(263)
7
(8)
264
-
-
-
Fiske plc
Page
24
Notes to the Accounts
For the year ended 31 May 2017
10 Share Option Scheme
The Employee Share Option Scheme, which is controlled by Fiske plc held shares to the benefit of employees,
waived the entitlement to any dividend on its holding of 9,490 ordinary shares of 25p each (2016: 9,490 ordinary
shares of 25p each).
11 Earnings / (loss) per share
Basic earnings per share has been calculated by dividing the profit on ordinary activities after taxation by the
weighted average number of shares in issue during the year. Diluted earnings per share is basic earnings per share
adjusted for the effect of conversion into fully paid shares of the weighted average number of share options during
the year.
31 May 2017
Profit on ordinary activities after taxation
Adjustment to reflect impact of dilutive share options
Earnings
Number of shares (000’s)
Earnings per share (pence)
31 May 2016
Loss on ordinary activities after taxation
Adjustment to reflect impact of dilutive share options
Loss
Number of shares (000’s)
Loss per share (pence)
Number of shares (000’s):
Weighted average number of shares
Dilutive effect of share option scheme
Basic
£’000
31
-
31
8,451
0.4
Basic
£’000
(1,316)
-
(1,316)
8,451
(15.6)
Diluted
Basic
£’000
31
-
31
8,477
0.4
Diluted
Basic
£’000
(1,316)
-
(1,316)
8,477
(15.6)
31 May 2017
31 May 2016
8,451
26
8,477
8,451
26
8,477
Fiske plc
Page
25
Notes to the Accounts
For the year ended 31 May 2017
12 Goodwill
Positive goodwill arising out of Fund management
acquisitions
Cost
At 1 June 2015
Additions
At 1 June 2016
Additions
At 31 May 2017
Accumulated impairment losses
At 1 June 2015
Impairment losses for the year
At 1 June 2016
Impairment losses for the year
At 31 May 2017
Carrying amount
At 31 May 2017
At 1 June 2016
At 1 June 2015
Group
£’000
Company
£’000
1,311
-
1,311
-
1,311
916
-
916
-
916
395
395
395
1,146
-
1,146
-
1,146
916
-
916
-
916
230
230
230
Goodwill reflects cost, less any impairment provisions deemed appropriate. Further detail is set out in note 1 to the
accounts. Goodwill is allocated to the cash generating units, which is two acquired subsidiaries, Vor Financial
Strategy and Ionian Group Limited. The recoverable amount of the cash generating units is determined by
calculating the fair value, on the basis of 2.5% of assets under management, less costs to sell. At 31 May 2017 the
fair value less cost to sell of the goodwill was in excess of its carrying amount by £67k at Vor (2016: £47.5k) and
£7k at Ionian (2016: £49k)
13 Other intangible assets
Group and Company
Cost
At 1 June 2015
Additions
Disposals
At 1 June 2016
Additions
Disposals
At 31 May 2017
Accumulated amortisation
At 1 June 2015
Charge for the year
On disposals
At 1 June 2016
Charge for the year
At 31 May 2017
Net book value
At 31 May 2017
At 31 May 2016
At 31 May 2015
Systems
licence
£’000
Total
£’000
372
-
(282)
90
90
-
180
282
-
(282)
-
36
36
144
90
90
282
90
372
372
282
-
282
282
90
-
-
Fiske plc
Page
26
Notes to the Accounts
For the year ended 31 May 2017
14 Property, plant and equipment
Group and Company
Cost
At 1 June 2015
Additions
Disposals
At 1 June 2016
Additions
Disposals
At 31 May 2017
Accumulated depreciation
At 1 June 2015
Charge for the year
Disposals
At 1 June 2016
Charge for the year
Disposals
At 31 May 2017
Net book value
At 31 May 2017
At 31 May 2016
At 31 May 2015
15 Investment in subsidiary undertakings
Company
Cost at 1 June 2016 and 31 May 2017
Office
furniture and
equipment
£’000
Computer
equipment
£’000
Office
refurbishment
£’000
Total
£’000
134
-
-
134
3
-
137
124
9
-
133
2
-
135
2
1
10
157
16
-
173
4
-
177
140
17
-
157
12
-
169
8
16
17
175
-
-
175
-
-
175
175
-
-
175
-
-
175
-
-
-
466
16
-
482
7
-
489
439
26
-
465
14
-
479
10
17
27
2017
£’000
165
2016
£’000
165
The following are the subsidiaries of the Company at 31 May 2017 and at the date of these financial statements.
Incorporated in the UK:
VOR Financial Strategy
Ionian Group Limited
Fiske Nominees Limited
Class of
shares
Ordinary
Ordinary
Ordinary
Proportion of
Nominal value and
voting rights held by
parent company
100%
100%
100%
Nature of business
Investment
Investment
Nominee
Fiske plc
Page
27
Notes to the Accounts
For the year ended 31 May 2017
16 Available-for-sale investments
Group and Company
At 1 June 2015:
Valuation
Unrealised appreciation
Cost
Additions
Cost of disposals
At 31 May 2016:
Cost
Unrealised appreciation
Valuation
being:
Listed
Unlisted
Available-for-sale investments carried at fair value
2017
£’000
2,200
(1,536)
664
2016
£’000
2,217
(1,408)
809
-
(145)
664
1,780
2,444
6
2,438
2,444
664
1,536
2,200
5
2,195
2,200
The investments included above are represented by holdings of equity securities. These shares are not held for
trading and are accordingly classified as available-for-sale.
17 Trade and other receivables
Group and Company
Counterparty receivables
Trade receivables
Corporation tax recoverable
Other debtors
Prepayments and accrued income
2017
£’000
977
484
1,461
-
106
748
2,315
2016
£’000
1,947
489
2,436
38
22
339
2,835
Counterparty receivables
Included in the Group’s counterparty receivables are debtors with a carrying amount of £90,000 (2016: £905,000)
which are past due at the reporting date for which the Group has not provided as there has not been a significant
change in credit quality and the amounts were still considered recoverable, and were subsequently recovered.
Ageing of past due but not impaired counterparty receivables:
0 – 15 days
16 - 30 days
31 – 45 days
46 – 60 days
2017
£’000
2016
£’000
89
-
1
-
90
720
165
20
-
905
Fiske plc
Page
28
Notes to the Accounts
For the year ended 31 May 2017
Trade receivables
Included in the Group’s trade receivables balance are debtors with a carrying amount of £278 (2016: £nil) which
are past due at the reporting date for which the Group has not provided as there has not been a significant change
in credit quality and the amounts were still considered recoverable, and were subsequently recovered.
Ageing of past due but not impaired trade receivables:
0 – 15 days
16 – 30 days
31 – 60 days
18 Investments held for trading
Group and Company
Listed
2017
£’000
2016
£’000
136
100
42
278
2017
£’000
19
-
-
-
-
2016
£’000
16
The investments included above are represented by holdings of listed equity securities.
19 Cash and cash equivalents
Cash and cash equivalents includes £nil (2016: £nil) received in the course of settlement of client trades. This
amount is held by the Company in trust on behalf of clients but may be utilised to complete settlement of
outstanding trades.
20 Trade and other payables
Counterparty payables
Trade payables
Sundry creditors and accruals
21 Deferred taxation
2017
Group
£’000
1,525
-
1,525
1,125
2,650
2016
Group
£’000
1,920
-
1,920
600
2,520
Group and Company
At 1 June 2016
Credit for the year
Credit in respect of prior year
Charge to Statement of Comprehensive Income
-
-
in respect of current year
in respect of change in corporation tax rate
At 31 May 2017
Capital
allowances
£’000
Available-
for-sale
investments
£’000
Tax
Losses
£’000
Deferred tax
liability
£’000
(1)
-
-
-
-
(1)
296
-
-
24
-
320
(94)
-
-
-
-
(94)
201
-
-
24
-
225
Deferred tax assets and liabilities are recognised at a rate which is substantively enacted at the balance sheet date.
The rate to be taken in this case is 20%, being the anticipated rate of taxation applicable to the Company in the
future.
Fiske plc
Page
29
Notes to the Accounts
For the year ended 31 May 2017
22 Called up share capital
Authorised:
Ordinary shares of 25p
Allotted and fully paid:
Ordinary shares of 25p
2017
2016
No. of shares
£’000 No. of shares
£’000
12,000,000
3,000
12,000,000
3,000
8,460,205
2,115
8,460,205
2,115
Included within the allotted and fully paid share capital were 9,490 ordinary shares of 25p each (2016: 9,490
ordinary shares of 25p each) held for the benefit of employees.
At 31 May 2017 there were 75,000 outstanding options to subscribe for ordinary shares.
23 Contingent liabilities
In the ordinary course of business, the Company has given letters of indemnity in respect of lost certified stock
transfers and share certificates. While the contingent liability arising thereon is not quantifiable, it is not believed
that any material liability will arise under these indemnities.
24 Financial commitments
Operating leases
At 31 May 2017 the Group had outstanding commitments for future minimum lease payments under non-
cancellable operating leases which fall due as follows:
In the next year
In the second to fifth years inclusive
Total commitment
2017
Land and
buildings
£’000
368
1,144
1,511
Other
£’000
5
20
25
2016
Land and
buildings
£’000
227
1,442
1,669
Other
£’000
5
20
25
In June 2010, the Company entered into a new lease over its premises at London Wall for a period of 10 years,
with a five-year break clause.
25 Clients’ money
At 31 May 2017 amounts held by the Company on behalf of clients in accordance with the Client Money Rules of
the Financial Conduct Authority amounted to £36,229,000 (2016: £36,729,000). The Company has no beneficial
interest in these amounts and accordingly they are not included in the balance sheet.
26 Financial instruments
Capital risk management
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the
return to stakeholders. The Group’s capital structure consists of equity attributable to equity holders of the parent
company, comprising issued capital, reserves and retained earnings. The Group has no debt.
Externally imposed capital requirement
The Group is subject to the minimum capital requirements required by the Financial Conduct Authority (FCA),
and has complied with those requirements throughout both financial periods. Capital adequacy and capital
resources are monitored by the Group on the basis of the Capital Requirements Directive. The Group has a strong
balance sheet, and has maintained regulatory capital at a level in excess of its regulatory requirement. The Group’s
capital requirement is under continuous review as part of the Internal Capital Adequacy Assessment Process.
Fiske plc
Page
30
Notes to the Accounts
For the year ended 31 May 2017
Categories of financial instruments
Group and Company
Available-for-sale investments
Loans and receivables - Trade and other receivables
Loans and receivables - Cash and cash equivalents
Investments held at fair value through profit and loss
Financial liabilities at amortised cost - Trade and other payables
2017
£’000
2,444
2,315
1,035
19
2,650
2016
£’000
2,220
2,835
405
16
2,520
The carrying value of each class of financial asset denoted above approximates to its fair value.
Fair value measurements recognised in the statement of financial position
The following table provides an analysis of financial instruments that are measured subsequent to initial
recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for
identical assets or liabilities;
Level 2 fair value measurements are those derived from inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived
from prices); and
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset
or liability that are not based on observable market data (unobservable inputs).
Financial assets at FVTPL
Derivative financial assets for trading
Non-derivative financial assets for trading
Available-for-sale financial assets
Quoted equities
Unquoted equities
Total
2017
Level 1
£’000
Level 2
£’000
Level 3
£’000
-
19
6
-
25
-
-
-
-
-
-
-
-
2,438
2,438
There were no transfers between levels during the year.
Reconciliation of Level 3 fair value measurements of financial assets
Available-for-sale financial assets
Balance at 1 June 2016
Purchases
Total gains or losses:
Balance at 31 May 2017
Unquoted
equities
£’000
2,195
-
243
2,438
Total
£’000
-
19
6
2,438
2,463
Total
£’000
2,195
-
243
2, 438
There were no reclassifications during the year. There were no financial liabilities subsequently measured at fair
value.
The Group’s finance function monitors and manages the financial risks relating to the operations of the Group.
The Group is exposed to market and other price risk, credit risk and to a very limited amount interest rate risk and
liquidity risk.
The Board of Directors monitors risks and implements policies to mitigate risk exposures.
Credit risk
Credit risk refers to the risk that a third party will default on its contractual obligations resulting in financial loss to
the Group. Third party receivables consist of customers’ balances, spread across institutional and private clients.
Ongoing credit evaluation is performed on the financial condition of accounts receivable and stock is held until
settlement is effected.
Fiske plc
Page
31
Notes to the Accounts
For the year ended 31 May 2017
The Group does not have any significant credit risk exposure to any group of third parties having similar
characteristics. The credit risk on liquid funds is limited because the third parties are one of the UK big four
clearing banks.
Market risk
The Group is mainly exposed to market risk in respect of its trading as agent in equities and debt instruments with
the volume of trading and thus transaction revenue retreating in market downturns, and to variations in asset
values and thus management fees. There has been no material change to the Group’s exposure to market risks or
the manner in which it manages and measures the risks.
Market risk also gives rise to variations in the value of investments held by Fiske, acting as principal. These are
designated as available-for-sale and are mostly held for strategic rather than trading purposes and not actively
traded.
Interest rate risk management
The Group has no borrowings and is therefore not exposed to interest rate risk in that respect. The Group’s
exposure to interest rates on financial assets is detailed in the liquidity risk management section of this note.
Liquidity risk management
The Group manages liquidity risk by maintaining adequate reserves and by continuously monitoring forecast and
actual cash flows and matching the maturity profiles of financial assets and liabilities. In respect of counterparty
creditors and trade payables the amounts due are all payable between nil and 15 days.
Sensitivity analysis
Equity
The fair values of all available-for-sale investments and their exposure to equity price risks at the reporting date
are based on the accounting policy in note 1(k). If equity prices had been 5% higher/lower the revaluation reserve
would increase/decrease by £122,000 (2016: increase/decrease by £110,000).
In respect of investments held for trading purposes and their exposure to equity price risks at the reporting date, if
equity prices had been 5% higher, net profit for the year ended 31 May 2017 would have been £1,000 higher
(2016: £1,000 higher) and vice versa if prices were lower.
Cash
The Group’s financial cash asset of £1,035,000 (2016: £405,000) is held at a fixed interest rate and is available on
demand. If prevailing interest rates during the year (approximately 0.5%) had been comparable with those
prevailing in the prior year (approximately 0.5%), bank interest receivable of £20,000 (2016: £20,000) would have
been substantially unchanged. A further reduction in rates in the period would have had no material impact.
27 Related party transactions
Transactions between the Company and its subsidiaries which are related parties have been eliminated on
consolidation and are not disclosed in this note as they are not material.
Directors’ transactions
Directors transact share-dealing business with the Company under normal staff business terms and in accordance
with applicable laws and regulations. In the year to 31 May 2017, commission earned from this by the Company
amounted to £3,883 (2016: £1,960).
During the year, the Directors each received no dividends attributable to their respective shareholdings, as
disclosed in the Directors’ Report (2016: £nil).
Details of Directors’ interests in ordinary shares and in share options are as disclosed in the Directors’ Report,
together with details of other significant holdings in the equity of the Company. The Company has no ultimate
controlling party.
Directors’ balances
The Directors’ trading balances have been included within trade receivables and payables and Directors' current
account balances are included in other payables.
Fiske plc
Page
32
Notes to the Accounts
For the year ended 31 May 2017
28 Post balance sheet events
On 27 July 2017, the company exchanged contracts for the acquisition of the whole of the issued share capital of
Fieldings Investment Management Limited for initial cash consideration of £2.3 million (subject to adjustment in
relation to completion accounts and the amount of Assets Under Management as at 31 July 2017) and up to
£0.78m deferred cash consideration, which is contingent on the level of Assets Under Management attributable to
Fieldings and its team over the three years to 31 July 2020. Fieldings is a discretionary and advisory investment
portfolio management company with assets under management of £165 million. Fieldings’ turnover for the year to
30 September 2016 was £1.32 million, its pre-tax profit was £315,000 and its net assets were £2.1 million which
are substantially in cash. This acquisition is part of our ongoing strategy to welcome new portfolio managers with
established client relationships to increase our assets under management. This transaction completed on 17 August
2017.
The fair values of the acquired assets and liabilities as at the acquisition date, together with the goodwill on
acquisition, have not been disclosed as the accounts as at 31 July 2017 have yet to be finalised.
On 17 August 2017 the Company issued 3,100,000 new ordinary shares at a price of 50p each, raising gross
proceeds £1,550,000. Following this, the total number of ordinary shares in issue became 11,560,205.
Fiske plc
Page
33
Company Information
DIRECTORS
Clive Fiske Harrison
Chairman
James Philip Quibell Harrison
Chief Executive Officer
Francis Gerard Luchini
Compliance Director and Company
Secretary
Alan Dennis Meech
Director
Martin Henry Withers Perrin*
Alexander Rupert Fiske-Harrison *
*Non-Executive
REGISTERED OFFICE
3rd Floor, Salisbury House
London Wall
London EC2M 5QS
REGISTERED NUMBER
02248663
LEI: 213800Z5PKJOV7GWXE43
AIM Listing
Lon: FKE
ISIN: GB0003353157
Sedol: 0335315
NOMINATED ADVISER
Grant Thornton
UK LLP
30 Finsbury Square
London EC2P 2YU
AUDITOR
Deloitte LLP
London
REGISTRARS
Capita Asset Services Limited
The Registry
34 Beckenham Road
Beckenham, Kent BR3 4TU
Details of the Directors and their backgrounds are as follows:
Clive Fiske Harrison Chairman
Clive Harrison started his career with Panmure Gordon in 1961 and moved to Hodgson & Baker
(subsequently renamed Sandleson & Co) in 1965. He founded Fiske & Co in 1973 and has been senior
partner and latterly Chief Executive officer since that time. He retired from the role of Chief Executive
following the AGM on 25 September 2015.
James Philip Quibell Harrison Chief Executive Officer
James Harrison joined Fiske in 1996 in the private client investment department and now manages a
substantial client portfolio. He was Company Secretary from 2001 to 2005 and he was appointed to the Board
as an Executive Director in May 2007. On 25 September 2015, following the AGM he was appointed as the
Chief Executive Officer. He is responsible for the day to day running of the Company.
Francis Gerard Luchini Compliance Director
Gerard Luchini joined Fiske as Compliance Officer in July 1997 and became a Director in January 1998. He
was formerly a Compliance Officer with the Royal Bank of Canada. He has responsibility for all compliance
and regulatory matters at the firm. He was appointed Company Secretary in 2005.
Alan Dennis Meech Director
Alan Meech joined Fiske as a dealer in 1985 and became a Director in May 1989. He was previously with J
M Finn. His role at Fiske, principally on the dealing desk, also includes responsibility for some areas of credit
control.
Martin Henry Withers Perrin Non-Executive
Martin Perrin joined the Board as a non-executive Director in November 2003. He is a chartered accountant
with wide experience of operations and finance in industry. He is Chairman of the Audit Committee and the
Risk Management Committee and is a member of the Remuneration and Nomination Committee. He is a
Director of The Investment Company Plc and Vipera plc.
Alexander Rupert Fiske-Harrison Non-Executive
Alexander Fiske-Harrison joined the Board as a non-executive Director in April 2014. He has previously
worked for the Financial Times Group where he was involved in setting up the FT Magazine in 2003 and has
also worked as a trainee stockbroker at Fiske plc. Alexander is currently a director of St. Botolph's Securities
Limited and Mersea Island Securities Limited, both of which are investment companies. Alexander also sits
on the Board of Mephisto Productions Limited, a company involved the production of film and theatre.
Fiske plc
Page
34
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Fiske plc will be held at Salisbury House, London
Wall, London EC2M 5QS on 28 September 2017 at 12.30 pm for the following purposes:
Ordinary Business:
1.
2.
3.
4.
To receive the Report of the Directors and Auditor and the Accounts for the year ended 31 May 2017.
To re-elect Martin Henry Withers Perrin as a director of the Company.
To re-elect Alexander Rupert Harrison as a director of the Company.
To reappoint Deloitte LLP as auditor and to authorise the Board to fix their remuneration.
Special Business
To consider and, if thought fit, to pass the following Resolutions which will be proposed as to Resolution 6 as
an ordinary Resolution and as to Resolutions 7 and 8 as special Resolutions:
5. THAT for the purposes of section 551 Companies Act 2006 (“2006 Act”) (and so that expressions used in
this resolution shall bear the same meanings as in the said section 551):
(a)
the Directors be generally and unconditionally authorised to exercise all powers of the Company
to allot shares and to grant such subscription and conversion rights as are contemplated by
sections 551(1)(a) and (b) of the 2006 Act respectively up to a maximum nominal amount of
£867,015 to such persons and at such times and on such terms as they think proper during the
period expiring at the conclusion of the next Annual General Meeting of the Company (unless
previously varied, revoked or renewed by the Company in general meeting); and
the Company shall be entitled to make, prior to the expiry of such authority, any offer or
agreement which would or might require relevant securities to be allotted after the expiry of
such authority and the Directors may allot any relevant securities pursuant to such offer or
agreement as if such authority had not expired; and
all prior authorities to allot securities be revoked but without prejudice to the allotment of any
securities already made or to be made pursuant to such authorities.
the Company be and is hereby generally and unconditionally authorised for the purpose of
section 701 of the Companies Act 2006 (the “2006 Act”) to make market purchases (within the
meaning of section 693 of the 2006 Act) of ordinary shares of 25p each in the capital of the
Company (“ordinary shares”) on such terms and in such manner as the Directors may from time
to time determine provided that:
the maximum number of ordinary shares hereby authorised to be acquired is 1,156,020;
the minimum price which may be paid for an ordinary share is 25p;
the maximum price which may be paid for an ordinary share is an amount equal to 105% of the
average of the middle market quotations for an ordinary share as derived from The London
Stock Exchange Daily Official List for the five business days immediately preceding the day on
which an ordinary share is contracted to be purchased;
unless previously revoked or varied, the authority hereby conferred shall expire at the close of
the next Annual General Meeting of the Company or 18 months from the date on which this
resolution is passed, whichever shall be the earlier; and
the Company may make a contract to purchase ordinary shares under the authority hereby
conferred prior to the expiry of such authority, which contract will or may be executed wholly
or partly after the expiry of such authority, and may purchase ordinary shares in pursuance of
any such contract.
7. THAT the Directors be granted power pursuant to Section 570 of the Companies Act 2006 to allot equity
securities (within the meaning of section 560 of the 2006 Act) for cash, pursuant to the authority conferred
on them to allot such shares or grant such rights by Resolution 6 contained in the Notice of the Annual
General Meeting of the Company of which this Resolution forms part as if section 561(1) and sub sections
(1)-(6) of section 562 of the 2006 Act did not apply to any such allotment, provided that the power
conferred by this Resolution shall be limited to:
(a)
the allotment of equity securities in connection with an issue or offering in favour of holders of
equity securities and any other persons entitled to participate in such issue or offering where the
equity securities respectively attributable to the interests of such holders and persons are
Fiske plc
Page
35
6. THAT:
(a)
(b)
(c)
(b)
(c)
(d)
(e)
(f)
proportionate (as nearly as maybe) to the respective number of equity securities held or deemed
to be held by them on the record date of such allotment, subject only to such exclusions or other
arrangements as the Directors may consider necessary or expedient to deal with fractional
entitlements or legal or practical problems under the laws or requirements of any recognised
regulatory body or stock exchange in any territory; and
the allotment of equity securities up to an aggregate nominal value of £722,512; and
shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier,
the date 15 months from the date of passing of this Resolution unless previously varied, revoked
or renewed by the Company in general meeting provided that the Company may, before such
expiry, make any offer or agreement which would or might require equity securities to be
allotted after such expiry and the Directors may allot equity securities pursuant to any such offer
or agreement as if the power hereby conferred had not expired; and
all prior powers granted under section 571 of the Companies Act 2006 be revoked provided that
such revocation shall not have retrospective effect.
(b)
(c)
(d)
By Order of the Board
F G Luchini
Secretary
31 August 2017
Registered office:
Salisbury House
London Wall
London EC2M 5QS
Fiske plc
Page
36
Notes to Notice of Annual General Meeting
1.
2.
3.
4.
5.
6.
A member entitled to attend and vote at the Meeting convened by the above notice may appoint a proxy to
exercise all or any of his rights to attend, speak and vote at a meeting of the Company. A proxy need not
be a member of the Company. A member may appoint more than one proxy in relation to the Meeting,
provided that each proxy is appointed to exercise the rights attached to a different share or shares held by
that member. A form of proxy is enclosed. To be valid the enclosed form of proxy together with the
power of attorney or other authority, if any, under which it is signed or a notarially certified or office copy
thereof, must be delivered in accordance with instructions on it so as to be received by the Company’s
registrars, Capita Asset Services, Proxies, The Registry, 34 Beckenham Road, Beckenham BR3 4TU, not
less than two working days before the time appointed for holding the Meeting or any adjournment thereof.
Lodgement of a form of proxy will not prevent a member from attending and voting in person if so
desired.
Copies of contracts of service between the directors and the Company will be available at the registered
office of the Company on any weekday prior to the meeting (weekends and public holidays excepted)
during normal business hours. Copies of the above-mentioned documents will also be available on the
date of the Annual General Meeting at the place of the meeting for 15 minutes prior to the meeting until
its conclusion.
Pursuant to section 360B of the 2006 Act and regulation 41 of the Uncertificated Securities Regulations
2001, only shareholders registered in the register of members of the Company as at two working days
before the time appointed for holding the Meeting shall be entitled to attend and vote at the Meeting in
respect of the number of shares registered in their name at such time. If the Meeting is adjourned, the time
by which a person must be entered on the register of members of the Company in order to have the right
to attend and vote at the adjourned meeting is at 12.30 pm on the day preceding the date fixed for the
adjourned meeting. Changes to the register of members after the relevant times shall be disregarded in
determining the rights of any person to attend or vote at the Meeting.
In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy will
be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be
determined by the order in which names stand in the register of members of the Company in respect of the
relevant joint holding.
By attending the Meeting members agree to receive any communications made at the meeting.
In order to facilitate voting by corporate representatives at the Meeting, arrangements will be put in place
at the Meeting so that (i) if a corporate shareholder has appointed the Chairman of the Meeting as its
corporate representative to vote on a poll in accordance with the directions of all of the other corporate
representatives for that shareholder at the Meeting, then on a poll those corporate representatives will give
voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate
representative in accordance with those directions; and (ii) if more than one corporate representative for
the same corporate shareholder attends the Meeting but the corporate shareholder has not appointed the
Chairman of the Meeting as its corporate representative, a designated corporate representative will be
nominated, from those corporate representatives who attend, who will vote on a poll and the other
corporate representatives will give voting directions to that designated corporate representative. Corporate
shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and
Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of the
procedure. The guidance includes a sample form of appointment letter if the Chairman is being appointed
as described in (i) above.
Fiske plc
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