JUDGES CAPITAL PLC
DIRECTORS’ REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2003
JUDGES CAPITAL PLC
COMPANY INFORMATION
Directors
Hon AR Hambro
Mr DE Cicurel
Mr RJ Elman
Mr GC Reece
(Appointed 4 December 2002)
(Appointed 4 December 2002)
(Appointed 4 December 2002)
(Appointed 4 December 2002)
Company Secretary
Mr RJ Elman
Company number
4597315
Registered office
Auditors
Nominated Advisor
Stockbroker
Registrars
Principal Bankers
Solicitors
1 Bickenhall Mansions
Bickenhall Street
London
W1U 6BP
Grant Thornton
Chartered Accountants
& Registered Auditors
8 West Walk
Leicester
LE1 7NH
Shore Capital & Corporate Ltd
Bond Street House
14 Clifford Street
London
W1S 4JU
Shore Capital Stockbrokers Ltd
Bond Street House
14 Clifford Street
London
W1S 4JU
Capita IRG PLC
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
Bank of Scotland
14 Friar Lane
Leicester
LE1 5RA
Faegre Benson Hobson Audley
7 Pilgrim Street
London
EC4V 6LB
JUDGES CAPITAL PLC
CONTENTS
Chairman’s Statement
Directors' report
Report of the independent auditors
Profit and loss account
Balance sheet
Cash flow statement
Notes to the cash flow statement
Page
1
2 – 3
4
5
6
7
8
Other notes to the financial statements
9 - 13
Notice of Annual General Meeting
14 - 15
JUDGES CAPITAL PLC
CHAIRMAN’S STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2003
Following its successful debut on the Alternative Investment Market on 7th January 2003, your company
has pursued its strategy as an activist investor.
The focus of our approach is to acquire strategic stakes in undervalued quoted companies and to propose
changes likely to result in enhanced shareholder value. Our main theme is the encouragement of public to
private transactions to take advantage of different perceptions of value between traditional stock market
investors and private equity funds. We also consider transactions that would result in an increase of our
financial resources.
I am pleased to report satisfactory results for Judges for the period since commencing trading on AIM. We
have made a number of investments in quoted companies and retained at the period-end a strong balance
sheet with approximately £0.7 million of our net £1.8 million fundraising still in cash. The net assets (£1.69
million) plus net unrealised profits on investments (£0.09 million), amounted to £1.78 million, broadly
equivalent to the net amount raised on admission to AIM.
The result for the period is a net loss of £125,872. Due to our relatively small size, we have been vigilant in
keeping a tight rein on our administrative expenses, which were £204,859 for the period and include costs
of £17,297 relating to an abortive transaction.
Our portfolio of active investments at the period end were as follows:
§
§
§
§
together with David Cicurel (Investments) and Starlight Investments, an 11.7% holding in
Pilkington’s Tiles plc which owns an attractive real estate site in Poole, Dorset;
together with certain co-investors, a 2% shareholding in a quoted support services company;
a 2.2% shareholding in an engineering company operating in a niche sector (partly acquired after
the period end); and
a 3.8% shareholding in Lionheart plc, an £11.6m cash shell which entered members’ voluntary
liquidation. Following the period end Lionheart plc shareholders received a payment of 140p per
share giving us a small profit of £16,000 on our investment of £368,000. We are anticipating a
further payment of up to 13p per share (equivalent to £35,000), the timing of which is uncertain.
Over the course of the last 12 months, we have experienced a challenging climate for our business model.
The opportunity for arbitrage between public and private company valuations has been eroded by a strong
recovery in quoted small company shares. Over the period, the FTSE SmallCap index finished the year
48% above its March low point and showed a 33% increase for the year. Whilst we continue to see a
potential for creating value from our activist approach, increased ratings applied at present to small quoted
companies are affecting our ability to acquire significant blocks of shares in target companies at suitable
prices. This investment climate invites us to be selective and prudent.
We are conscious of our small size and continue to review transactions capable of increasing our size and
enhancing shareholder value at the same time. We look forward to reporting progress on such
opportunities in the coming year.
The Board wishes to take the opportunity of thanking our shareholders for their continued support and
looks forward to creating further attractive returns from our existing portfolio over the forthcoming months.
Alex Hambro
Chairman
Date: 31 March 2004
- 1 -
JUDGES CAPITAL PLC
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2003
The directors present their report and financial statements for the period ended 31 December 2003.
Principal activities and review of the business
The principal activity of the company is that of undertaking investments.
The company was incorporated on 21 November 2002 and commenced trading on 4 December 2002. The
period reported on in these financial statements is the period from incorporation to 31 December 2003. A
review of the company’s activities during the period and of its prospects is included in the Chairman’s
Statement.
Results and dividends
The results for the period are set out on page 5. The directors do not recommend payment of a dividend
for the period.
Directors
The following directors have held office during the period:
Hon AR Hambro 1 – non executive
Mr DE Cicurel
Mr RJ Elman
Mr GC Reece 1 – non executive
Ludgate Nominees Limited
Ludgate Secretarial Services Limited
1 Member of the audit committee and remuneration committee
(Appointed 4 December 2002)
(Appointed 4 December 2002)
(Appointed 4 December 2002)
(Appointed 4 December 2002)
(Appointed 21 November 2002 and resigned 4 December 2002)
(Appointed 21 November 2002 and resigned 4 December 2002)
Directors' interests
The directors' interests in the shares of the company were as stated below:
Hon AR Hambro
Mr DE Cicurel
Mr RJ Elman
Mr GC Reece
*Held through David Cicurel (Investments) Limited
Hon AR Hambro
DE Cicurel
RJ Elman
GC Reece
*Held through David Cicurel (Investments) Limited
Ordinary of 5p each
31 December 2003
-
526,356*
-
-
0%
24.99%
0%
0%
21 November 2002
-
-
-
-
416,667
31 December 2003
Convertible Redeemable of 1p each
21 November 2002
-
-
-
-
8.33%
4,166,667* 83.33%
4.17%
4.17%
208,333
208,333
The conversion terms of the convertible redeemable shares are detailed in note 9 to the financial
statements. Following a full conversion of the shares to ordinary shares the directors’ interests in the
enlarged share capital of the company would be as follows:
No of Shares
23,923
765,590
11,962
11,962
Percentage
1.0%
32.0%
0.5%
0.5%
Hon AR Hambro
DE Cicurel
RJ Elman
GC Reece
- 2 -
JUDGES CAPITAL PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2003
Auditors
Grant Thornton were appointed auditors to the company and in accordance with section 385 of the
Companies Act 1985, a resolution proposing that they be re-appointed will be put to the Annual General
Meeting.
Payment policy
The company’s policy is to agree terms and conditions with suppliers before business takes place and to
pay agreed invoices in accordance with the terms of payment. Trade creditors of the company at the
period end amount to 12 days.
Directors' responsibilities
United Kingdom company law requires the directors to prepare financial statements for each financial year
which give a true and fair view of the state of affairs of the company and of the profit or loss of the
company for that period. In preparing those financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
-
- make judgments and estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the company will continue in business.
The directors are responsible for keeping proper accounting records which 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 1985. 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.
Corporate Governance
The Directors have established an audit committee and a remuneration committee with formally delegated
duties and responsibilities. The members of both committees are the non-executive Directors.
The audit committee determines the terms of engagement of the Company’s auditors and, in consultation
with the Company’s auditors, the scope of the audit. The audit committee has unrestricted access to the
Company’s auditors. The remuneration committee reviews the scale and structure of the executive
Director’s remuneration and the terms of their service contracts. The remuneration of the non-executive
Directors is determined by the Board as a whole.
On behalf of the board
RJ Elman
31 March 2004
- 3 -
JUDGES CAPITAL PLC
REPORT OF THE INDEPENDENT AUDITORS
TO THE MEMBERS OF JUDGES CAPITAL PLC
We have audited the financial statements of Judges Capital plc for the period ended 31 December 2003
which comprise the principal accounting policies, the profit and loss account, the balance sheet, the
cashflow statement and associated notes 1 to 3 and other notes 1 to 16. These financial statements have
been prepared under the historical cost convention and the accounting policies set out therein.
This report is made solely to the company’s members, as a body, in accordance with Section 235 of the
Companies Act 1985. 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 the directors and auditors
The directors’ responsibilities for preparing the Annual Report and the financial statements in accordance
with United Kingdom law and accounting standards are set out in the statement of directors’
responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory
requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and whether
the financial statements have been properly prepared in accordance with the Companies Act 1985. We
also report to you if, in our opinion, the directors' report is not consistent with the financial statements, if the
company has not kept proper accounting records, if we have not received all the information and
explanations we require for our audit, or if information specified by law regarding directors' remuneration
and transactions with the company is not disclosed.
We read the other information contained in the Annual Report and consider whether it is consistent with the
audited financial statements. This other information comprises only the Chairman’s Statement and the
Directors’ Report. We consider the implications for our report if we become aware of any apparent
misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend
to any other information.
Basis of opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing
Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the significant estimates and
judgments made by the directors in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the company's circumstances, consistently applied and adequately
disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the
financial statements are free from material misstatement, whether caused by fraud or other irregularity or
error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in
the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of the company's affairs as at
31 December 2003 and of its loss for the period then ended and have been properly prepared in
accordance with the Companies Act 1985.
Grant Thornton
Chartered Accountants
Registered Auditor
31 March 2004
Chartered Accountants
& Registered Auditors
8 West Walk LE1 7NH
- 4 -
JUDGES CAPITAL PLC
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2003
Administrative expenses
Operating loss
Profit on disposal of investments
Investment income
Other interest receivable and similar income
Loss on ordinary activities before taxation
Tax on loss on ordinary activities
Loss on ordinary activities after taxation
Loss per ordinary share
All operations are continuing operations.
Period ended
31 December 2003
Notes
£
2
3
4
10
5
(204,859)
-------
(204,859)
30,049
14,750
34,188
-------
(125,872)
-
-------
(125,872)
-------
(6.7p)
-------
There are no recognised gains and losses other than those passing through the profit and loss account.
The company was incorporated on 21 November 2002 and so there is no comparable period.
- 5 -
JUDGES CAPITAL PLC
BALANCE SHEET
AS AT 31 DECEMBER 2003
Current assets
Debtors
Investments
Cash at bank and in hand
Creditors: amounts falling due within one year
Total assets less current liabilities
Capital and reserves
Called up share capital
Share premium account
Profit and loss account
Shareholders' funds
Equity interests
Non-equity interests
2003
Notes
£
£
6
7
8
9
10
10
11
18,912
1,007,336
703,647
-------
1,729,895
(42,455)
-------
1,687,440
-------
117,818
1,695,494
(125,872)
--------
1,687,440
-------
1,674,940
12,500
-------
1,687,440
-------
The financial statem ents were approved by the Board on 31 March 2004
RJ Elman
Director
DE Cicurel
Director
- 6 -
JUDGES CAPITAL PLC
CASH FLOW STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2003
Period ended
31 December 2003
£
£
Net cash outflow from operating activities
(166,566)
Returns on investments and servicing of finance
Interest received
34,188
-------
Net cash inflow from returns on investments and servicing of finance
34,188
Net cash outflow before management of liquid resources and financing
Management of liquid resources
Purchase of investments
Receipts from sale of investments
Financing
Issue of Ordinary shares
Issue of Convertible Redeemable shares
Expenses paid in connection with share issues
Net proceeds from issue of shares
Decrease in debt
Net cash inflow from financing
Increase in cash in the period
- 7 -
(1,039,372)
62,085
-------
2,001,002
12,500
(200,190)
-------
1,813,312
-
-------
-------
(132,378)
(977,287)
1,813,312
-------
703,647
-------
JUDGES CAPITAL PLC
NOTES TO THE CASH FLOW STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2003
1
Reconciliation of operating loss to net cash outflow from operating activities
2003
£
(204,859)
(4,162)
42,455
-------
(166,566)
-------
31
December
2003
£
21
November
2002
£
Cash flow
£
-
-------
703,647
-------
703,647
-------
-
-------
-------
-
-------
1,007,336
-------
-------
1,710,983
-------
1,007,336
-------
-------
1,710,983
-------
2003
£
703,647
1,007,336
-------
1,710,983
-
-------
1,710,983
-------
Operating loss
Increase in debtors
Increase in creditors due within one year
Net cash outflow from operating activities
2
Analysis of net funds
Net cash:
Cash at bank and in hand
Liquid resources:
Current asset investments
Net funds
3
Reconciliation of net cash flow to movement in net funds
Increase in cash in the period
Cash outflow from increase in liquid resources
Movement in net funds in the period
Opening net funds
Closing net funds
- 8 -
JUDGES CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2003
1
Accounting policies
1.1
1.2
1.3
1.4
Accounting convention
The financial statements are prepared under the historical cost convention.
Investments
All investments are treated as current assets reflecting the company’s strategic investment policy
to actively pursue appropriate and profitable exit routes on all investments. Current asset
investments are stated at the lower of cost and net realisable value.
Investment income
Investment income comprises dividends declared during the accounting period and interest
receivable on quoted and unquoted investments.
Deferred taxation
Deferred tax is provided in full in respect of taxation deferred by timing differences between the
treatment of certain items for taxation and accounting purposes. The deferred tax balance has not
been discounted.
Cashflow statement
Movement of liquid resources relates to net cost of current investments acquired and sold in the
period. All current asset investments are held as liquid resources.
2
Operating loss
2003
£
Operating loss is stated after charging:
Profit on disposal of investments
Costs relating to abortive transaction
Auditors' remuneration
Remuneration of auditors for non-audit work (tax advisory)
30,049
17,297
7,000
9,594
-------
In addition fees were paid to the auditors in respect of work undertaken as part of the flotation of
the company. The costs of £9,400 were charged against share premium.
3
Investment income
Income from current asset investments
4
Taxation
Current tax charge
Factors affecting the tax charge for the period
Loss on ordinary activities before taxation
Loss on ordinary activities before taxation multiplied by standard rate of UK
corporation tax of 30%.
Losses carried forward
- 9 -
2003
£
14,750
-------
-
-------
(125,872)
-------
(37,762)
37,762
-------
JUDGES CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2003
5 Loss per ordinary share
Loss per share is calculated by dividing the loss for the period of £125,872 by the weighted average
number of shares in issue during the period of 1,888,649. As there is a loss for the period there is no
dilutive affect arising from the convertible redeemable shares.
6 Debtors
Other debtors
Prepayments and accrued income
7 Current asset investments
2003
£
14,750
4,162
-------
18,912
-------
Unquoted investments
Quoted investments
Historical
Cost
£
368,467
638,869
1,007,336
Market
valuation
£
Period end value
Directors'
valuation
£
420,750
679,756
679,756
420,750
Total
Valuation
£
420,750
679,756
1,100,506
Net unrealised gain
-
40,887
52,283
93,170
8
Creditors: amounts falling due within one year
Trade creditors
Accruals and deferred income
Social security and other taxes
9 Share capital
Authorised
10,000,000 Ordinary shares of 5p each
5,000,000 Convertible Redeemable shares of 1p each
Allotted, called up and fully paid
2,106,356 Ordinary shares of 5p each
5,000,000 Convertible Redeemable shares of 1p each, quarter paid
- 10 -
2003
£
6,273
33,470
2,712
-------
42,455
-------
2003
£
500,000
50,000
-------
550,000
-------
105,318
12,500
-------
117,818
-------
JUDGES CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2003
Convertible Redeemable Shares
On 4 December 2002 the company issued 5,000,000 Convertible Redeemable Shares of 1p
nominal value each a quarter paid up for cash. The principal terms of the Convertible Redeemable
Shares are as follows:
§ There is no right to participate in the profits of the company.
§ On a winding up or other return of capital the surplus assets remaining after payment of
liabilities shall be applied:
i)
First in repaying the capital paid up on the Ordinary Shares;
ii)
Secondly in repaying the capital paid up on the Convertible Redeemable Shares; and
iii) Thirdly distributed amongst the holders of the Ordinary Shares according to the amounts
paid up.
§ The holders of the Convertible Redeemable Shares are not entitled to attend or vote at
General Meetings of the company unless the meeting considers a resolution for winding up the
company.
§ On payment to the company of the aggregate of (i) a sum equal to any amount which has not
been called or which is otherwise unpaid in respect of all of the Convertible Redeemable
Shares to be converted and (ii) a further sum equal to 95 pence multiplied by the number of
Ordinary Shares to be issued as a result of the conversion less the amount paid up or deemed
paid up (including the amount referred to in (i) above) in respect of the Convertible
Redeemable Shares to be converted (“Conversion Price”), each holder of Convertible
Redeemable Shares shall be entitled to convert all or any of his Convertible Redeemable
Shares into such number of fully paid Ordinary Shares which represents 0.24 per cent of the
number of Ordinary Shares in issue, assuming that all the Convertible Redeemable Shares
remaining capable of being convertible into Ordinary Shares at the date of which the
conversion takes place had been converted at the time, for every 100,000 Convertible
Redeemable Shares so converted and so in proportion for any greater or lesser number of
Convertible Redeemable Shares (“Conversion Rate”).
Ordinary Shares
On 21 November 2002 the company issued 40 Ordinary Shares at par for cash.
On 7 January 2003 the company issued 2,106,316 Ordinary Shares at 95p. The resulting share
premium of £1,895,684 was credited to the share premium account after deducting the expenses
of the issue totaling £200,190.
10
Statement of movements on reserves
Retained loss for the period
Premium on shares issued during the period
Balance at 31 December 2003
Share premium
account
£
-
1,695,494
-------
1,695,494
-------
Profit and loss
account
£
(125,872)
-
-------
(125,872)
-------
- 11 -
JUDGES CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2003
11
Reconciliation of movements in shareholders' funds
Loss for the financial period
Proceeds from issue of shares
Net addition to shareholders' funds
Opening shareholders' funds
Closing shareholders' funds
12
Directors' emoluments
Emoluments for qualifying services
Highest paid director
13
Employees
Number of employees
There were no employees during the period apart from the four directors.
Employment costs
Wages and salaries
Social security costs
2003
£
(125,872)
1,813,312
-------
1,687,440
-
-------
1,687,440
-------
2003
£
62,786
-------
25,000
-------
2003
£
62,000
5,057
-------
67,057
-------
14
Related Party Transactions
In addition to the amounts paid to the directors the following transactions took place:
D Cicurel
Amounts of £25,000 were paid to David Cicurel (Investments) Limited, a company indirectly
controlled by The David Cicurel Settlement, of which David Cicurel is a potential beneficiary. This
represents a contribution towards the costs of using the offices and administrative services of that
company. This arrangement is monitored by the non-executive Directors.
D Cicurel is a director of Dawnay, Day & Co. Limited which is a member of the same group as
Dawnay, Day Corporate Finance Limited which received fees of £90,793 for acting as the
Nominated Advisor to the company.
The company acquired shares in Lionheart plc from David Cicurel (Investments) Limited for a cash
consideration of £97,299 which represented a no loss, no gain for that company. The price paid by
the company was below the prevailing market price at the date of the transaction.
R Elman
R Elman is a partner of Elman Wall, a firm of Chartered Accountants who provide bookkeeping and
accounting services to the company, at a cost of £12,000 in the period.
- 12 -
JUDGES CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2003
15
Financial Instruments
The company uses financial instruments, other than derivatives comprising borrowings, cash and
various items such as short term debtors and creditors that arise directly from its operations. The
main purpose of these financial instruments is to raise finance for the company’s operations.
The main risk arising from the company’s financial instruments is liquidity risk. The board reviews
and agrees policies for managing each of these risks and they are summarised below.
Short term debtors and creditors have been excluded from all the following disclosures:
Management of liquid resources
Judges Capital endeavours to balance its portfolio with approximately five positions at any one time.
These special situations will, ideally, be at different stages of maturity, in different sectors and will
involve different levels of management co-operation.
Judges Capital may invite co-investors to participate in an individual transaction for which they will
pay Judges Capital a share of their profits. This could serve to boost the return on the funds
invested in a target and enable Judges Capital to pursue a strategy, such as an outright bid for a
target, that might otherwise lead to an imbalance in the portfolio.
16
Share options
In lieu of payment for advisory services to the company Shore Capital and Corporate Limited was
granted the right to subscribe for 100,000 Ordinary Shares at a subscription price of 102.5 pence
per share. This right is exercisable at any time until 31 December 2004.
- 13 -
JUDGES CAPITAL PLC
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the first Annual General Meeting of Judges Capital PLC, (“the Company”) will
be held at 14 New Burlington Street, London W1S 3BQ on 17th June 2004, at 11.00 am for the purpose of
dealing with the following business of which items 4 and 5 are special business.
ORDINARY BUSINESS
1
2
3
To receive the reports of the directors and the auditors and the audited accounts of the Company for
the period ended 31 December 2003.
To re-elect Ralph Julian Elman who retires by rotation, as a Director.
To re-appoint Grant Thornton as auditors to hold office from the conclusion of this meeting until the
conclusion of the next general meeting at which accounts are laid before the Company and to
authorise the directors to fix the remuneration of the auditors.
SPECIAL BUSINESS
To consider and, if thought fit, to pass the following resolutions as to the resolution numbered 4 as an
Ordinary Resolution and as to the resolution numbered 5 as a Special Resolution:
ORDINARY RESOLUTION
4
THAT the directors of the Company be and are hereby generally and unconditionally authorised to
exercise all the powers of the Company to allot relevant securities (as defined for the purposes of
section 80 of the Companies Act 1985 (“the Act”)) up to an aggregate nominal amount of £52,659
provided that this authority unless renewed shall expire at the close of the next Annual General
Meeting of the Company, save that the Company may before such expiry make any offer, agreement
or arrangement which would or might require relevant securities to be allotted after such expiry and
the directors of the Company may allot the relevant securities in pursuance of such offer or agreement
or other arrangements as if the authority conferred hereby had not expired, this authority to replace
any previous authority under section 80 of the Act which is hereby revoked with immediate effect.
SPECIAL RESOLUTION
5
THAT:
(a) subject to and conditional upon the passing of resolution 4 above, the directors of the Company
be and they are hereby empowered pursuant to section 95(1) of the Act to allot equity securities
(as defined for the purposes of section 95 of the Act) for cash, pursuant to the authority granted
by resolution 4 above, as if section 89(1) of the Act did not apply to any such allotment, provided
that such power shall be limited to:
(i)
the allotment of equity securities in connection with a rights issue or open offer in favour of
ordinary shareholders where the equity securities attributable to the respective interests of
all ordinary shareholders are proportionate to the respective numbers of Ordinary Shares
held by them on the record date for such allotment, but subject to such exclusions as the
Directors may deem fit to deal with fractional entitlements or problems arising under the laws
of any overseas territory or the requirements of any regulatory body or stock exchange; and
(ii)
the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities
for cash up to an aggregate nominal amount of £52,659.
and, unless previously renewed, revoked or varied, such power shall expire at the close of the
next Annual General Meeting of the Company, save that the Company may before such expiry
make an offer, agreement or other arrangement which would or might require equity securities to
be allotted after such expiry and the directors of the Company may allot equity securities in
pursuance of such offer or agreement as if the power conferred hereby had not expired;
- 14 -
JUDGES CAPITAL PLC
NOTICE OF ANNUAL GENERAL MEETING (contd)
(b) For the purposes of this resolution:
(i)
“relevant rights issue” means an offer of equity securities open for acceptance for a period
fixed by the directors of the Company to holders on the register on a fixed record date of
ordinary shares in the Company in proportion (or as nearly as may be practicable) to their
respective holdings but subject in any case to such exclusions or other arrangements as
the directors of the Company may deem necessary or desirable to deal with fractional
entitlements or legal or practical problems under the laws of, or the requirements of, any
recognised regulatory body or any stock exchange in any territory; and
(ii)
the nominal amount of any securities shall be taken to be, in the case of rights to
subscribe for or convert any securities into shares of the Company, the nominal amount
of such shares, which may be allotted pursuant to such rights.
By Order of the Board
R J Elman
Company Secretary
26 April 2004
Notes:
Registered Office:
1 Bickenhall Mansions
Bickenhall Street
London W1U 6BP
1
2
3
4.
A member entitled to attend and vote at the meeting convened by the notice set out above is entitled
to appoint one or more proxies to attend and, on a poll, vote in his or her place. A proxy need not be
a member of the Company.
To be valid, the instrument appointing a proxy together with any power of attorney or other authority
under which it is signed or a notarially certified copy of such power or authority, must be deposited
at the registered office of the Company not less that 48 hours before the time fixed for the Annual
General Meeting or any adjournment thereof.
The completion and return of a form of proxy will not preclude a member from attending and voting
in person at the meeting should he or she so wish.
Pursuant to Regulation 34 of The Uncertificated Securities Regulations 1995 only those members
registered in the Register of Members of the Company as at 11 am on 15 June 2004 being not more
than 48 hours before the time fixed for the meeting are entitled to attend or vote at the meeting in
respect of the number of shares registered in their name at 11 am on 15 June 2004. Changes to
entries in the Register after 11 am on 15 June 2004 shall be disregarded in determining the right to
attend or vote at the meeting.
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Judges Capital PLC
14 New Burlington Street
London W1S 3BQ
Tel: 020 7437 4037
Fax: 020 7437 2607
E-mail: DECicurel@judges.uk.com