Annual Financial Report
Registration number 3687441
Analyst Investment Management Plc
Directors' report and financial statements
for the year ended 30 November 2009
Analyst Investment Management Plc
Company information
Directors Bharat Amin
Robert Lambourne
Surbjit Chadda
Secretary Surbjit Chadda
Company number 3687441
Registered office 49 Wokingham Road
Earley
Reading
Berkshire
RG6 1LG
Registrar Capita Financial Administration Limited
Customer Service Centre
2 The Boulevard
City One Office Park
Gelderd Road
Leeds LS12 6NT
Auditors Sedley Richard Laurence Voulters
Chartered Accountants
1 Conduit Street
London
W1S 2XA
Bankers Barclays Bank Plc
1st Floor
99 Hatton Garden
London
EC1N 8DN
SG Hambros Bank Ltd
SG House
41 Tower Hill
London
EC3N 4SG
Contents
Page
Chairman's Statement 4 - 6
Directors' report 7 - 9
Auditors' report 10 - 11
Profit and loss account 12
Balance sheet 13
Cash flow statement 14
Notes to the financial statements 15 - 19
Notice of Annual General Meeting 20 - 22
Proxy Forms 23 - 24
Analyst Investment Management Plc
Chairman's Statement
for the year ended 30 November 2009
Performance Review
The company made a loss in the year to 30th November 2009 of
£32,391 (2008: £65,652) after interest and tax. This resulted in a decreased
loss per share of 0.439 pence (2008: 0.89 pence) following a substantial
increase in fees from £41,160 in 2008 to £95,607.
Administrative expenses were kept under control and remained in
line with the previous year. Savings would have been greater had we not
incurred substantial legal and professional costs dealing with the previous
investment manager, the regulatory authorities, and organising the transfer of
the Authorised Corporate Director (ACD) from Capita ACD Services Ltd (Capita)
to Marlborough Fund Managers Ltd (Marlborough),
The value of funds under management fell from approximately £5.158
million at 1st December 2008 to around £4.968 million at 30th November 2009.
CF Analyst UK was voted Number 1 Fund for the calendar year 2008 by
both the Daily Telegraph and the publication This is Money. The value of the
Fund at 30th November 2009 was down by 5.05% compared to FTSE which was down
by 4.42% since launch on 1st December 2005.
Two additional investment managers have been appointed. Paul
Cosgrove (44), who previously worked for BZW Stockbrokers, and Vicente
Mancheno Sagrario (46), who previously worked for Credit Suisse Private Bank
in Gibraltar and is a former member of the Spanish Stock Exchange. Paul and
Vicente have been approved by the FSA and bring with them £6 million of
investment funds for management.
In addition, we are currently discussing the terms of an
arrangement with Sandeep Jaitly (30), a research analyst and fund manager who
previously worked for Crispin Odey and Soditic. Sandeep has passed his
investment management examinations and is individually approved by the FSA. He
is setting up a Gold Fund to generate additional income from holding physical
gold with a target of US$5 million to be launched on 1 April 2010. The
proposed gold fund has the support of a leading international authority on
gold and is also supported by other gold market experts.
We have entered into an informal arrangement with Hargreave Hale,
stockbrokers and fund managers, who will provide the company with research
material and from time to time will invite us to attend briefings to
institutions by quoted companies.
Our relocation to Reading was completed during the financial year,
and the previous investment manager departed on 30th November 2009. These two
events will save the company £45,000 in annual costs.
CF Analyst UK Fund
Following the collapse of the major US investment bank, Lehman's,
in September 2008, the markets and financial systems across the globe were in
meltdown mode. There was potential risk of systematic failure in the banking
system. Availability of capital was scarce, interbank lending disappeared,
businesses started to grind to a halt, and equity and bond markets were in
freefall.
Accordingly, a decision was taken to maintain a high level of
liquidity until conditions improved sufficiently to enable us to take
investment decisions with a greater degree of certainty. This strategy has
been vindicated by the fund having out-performed its peers for the calendar
year 2008, and as a result we earned performance fees of £58,724. Furthermore,
we did not have any material redemptions or loss of investors during 2009.
The Authorised Corporate Director (ACD) Agreement between Analyst
Investment Management plc (AIM) and Capita expired on 1 December 2008, and
since that time we have been in discussions with Capita in order to achieve a
smooth handover of the ACD function from them to Marlborough. An ACD Agreement
between AIM and Marlborough was signed and it was expected the transfer would
take place before 28th February 2010.
However, Capita sent us a Notice of Termination which came into
effect on 17th February 2010, at which point they appointed new managers to
the Fund. The reason Capita have given for their decision is that they
consider our recent investment strategy document to be unsatisfactory, which
they regard as a breach of their agreement with us. We are in discussions with
Marlborough and lawyers to decide what action to take to remedy the situation.
Investment Review
During this financial year the collective fund, CF Analyst UK Fund,
increased its assets by £483,603 from £3.864m to nearly £4.352 million. The
Fund achieved a return of 11.63% (2008: negative 14.58%), and negative 5.05%
(2008: negative 9.91%) since the launch date on 1st December 2005. The
benchmark performance of the FTSE All Share Index in 2009 was 24.11% (2008:
negative 31.93%), and since the launch date negative 4.42% (2008: negative
13.57%).
As previously mentioned, a decision was taken to remain
substantially liquid pending a return to a less volatile investment
environment.
In recent weeks, however, there has been an improvement to market
conditions. Accordingly, we have sold our investments in Dr Pepper and
Cadburys, and reduced our holding in Games Workshop. Investments were made in
BP, Vodafone, RTZ, Glaxo, GKN, Provident Life, British Land, National Grid,
Scottish and Southern, and BAT.
Outlook
Our new investment managers, Paul Cosgrove and Vicente Sagrario,
are bringing with them funds for investment in excess of £6 million in the
first half of the year, with a prospect of substantially more by the end of
the financial year. We also look forward to completing an agreement with
Sandeep Jaitly prior to the anticipated launch of the Gold Fund on 1st April
2010.
We are going to write to all the investors in the CF Analyst UK
Fund and recommend that they move to Hargreave Hale where we plan to set up
individual client accounts. We have received indications that investors
representing over 40% of the fund will move their accounts.
It is with regret that I have to announce that Mr R E Lambourne
will be stepping down from the Board with effect from the date of the Annual
General Meeting. He and I agreed in the autumn of 2009 that he would resign as
a director to allow him to spend more time on his other business interests
once we had achieved a number of objectives. The board is recommending the
appointment of Mr D J L King as a non-executive director to replace Mr
Lambourne, effective from the date of the AGM. The arrangements we have
concluded with Paul and Vicente, and we hope to conclude with Sandeep, now
allow us to make these changes. I would like to thank Mr Lambourne for his
contribution whilst on the board. Mr Lambourne has undertaken to retain his
shareholding for a minimum of two years from the date of the AGM.
After more than three years dealing with time consuming personnel
and other administrative issues, we now have a team who are dedicated with
clear objectives, and focussed on building a quality fund management business.
This will give us an opportunity now to organise an active marketing campaign
to attract new funds. With UK base rates at historical lows of 0.5% we plan to
invest some of the liquid funds in corporate bonds and alternative investments
to generate better investment income and capital growth.
Because of the steps achieved this year, as described above, we now
have the platform to develop the business. I am confident this should result
in an improved performance. The slow economic improvement which seems to be
happening in the UK provides a further positive reason for confidence.
Chairman.
Bharat Amin.
2 March 2010
Directors' Report
for the year ended 30 November 2009
The directors present their report and the financial statements for
the year ended 30 November 2009.
Principal activity
The principal activity of the company was the provision of
discretionary investment management services.
Results and dividends
The results for the year are disclosed in the profit and loss
account. At the year end, the company had £4.968 million of funds under
management.
The directors are unable to recommend payment of a final dividend.
Review of the business and future developments
A business review for the year and future developments are set out
in the Chairman's statement.
Principal risks and uncertainties
The directors continue to assess the risks facing the company of
having one main revenue stream and have identified other revenue streams which
are being reviewed at present.
Going concern
The financial statements have been prepared on the going concern
basis. The directors gave due consideration to the going concern and liquidity
risk guidance issued by the Financial Reporting Council. Following their
assessment, the directors believe that there is currently no risk to the going
concern status of the company as the company has more than sufficient cash
reserves to meet its expenses over the next 12 months.
Payments of creditors
It is the company's policy to settle trade liabilities in
accordance with the terms and conditions of its suppliers. At 30 November
2009, the average number of days' credit obtained from suppliers was 15 days
(2008: 15 days).
Key Performance Indicators
The financial key performance indicators relate to the results
reported for the year which are disclosed in the Chairman's report. The
non-financial key performance indicators relate to fund management services
provided which are disclosed in the Chairman's report.
Post balance sheet events
On 17 February 2010 Capita Financial Managers Limited, as the
Authorised Corporate Director of the CF Analyst UK Fund, terminated their
Investment Advisory Agreement with Analyst Investment Management plc as the
investment manager of the fund. Full details of this are reported in the
Chairman's statement.
In December 2009 Mr Ade Roberts, a previous director and employee
of the company has brought an employment tribunal claim against the company
for unfair dismissal. The company's solicitors are reviewing the position of
the claim. In the opinion of the directors the claim will be unsuccessful.
IFRS Adoption
The company does not currently intend to adopt IFRS until it is required to do
so.
Directors and their interests
The directors who served during the year and their interests in the
company are as stated below:
30/11/09 30/11/08
Bharat Amin (1) 2,140,752 2,140,752
Robert Lambourne 638,334 638,334
Surbjit Chadda - -
Ade Roberts (resigned 12 February 2009) - 46,666
(1) Including shares held by Mrs Mina Amin, spouse of Bharat Amin
Substantial shareholders
In addition to the directors' interests disclosed above, the
company has been notified of the following holdings of 3% or more in the
ordinary issued share capital of the company at 30 November 2009:
Number of Percentage of
ordinary share
shares capital
Rowanmoor Trustees Limited 966,666 13.10
Brewin Nominees Limited 866,167 11.74
G Black 460,000 6.23
T Black 460,000 6.23
M Wallace & A Wallace 417,894 5.66
D McGregor 333,333 4.52
P Winkworth 333,333 4.52
Financial assets
The company's principal financial instruments comprise mainly of
cash.
Market Risks
The company could be exposed to potential changes in global markets
and economic conditions that may be caused by fluctuations in monetary policy
resulting in increase in interest rates. The increased market volatility may
affect the valuation of our trading and investment positions.
Currency Risk
The company's income and expenses are denominated in sterling.
Accordingly, the company is not exposed to any significant currency risk.
Liquidity Risk
The company has sufficient cash to meet its operational
requirements.
Credit Risk
The company is exposed to credit risk to the extent that the prime
broker and custodian may be unable to fulfil their contractual obligations.
This risk, however, is considered minimal.
Regulatory Risk
The company operates within a highly regulated business sector. Any
change to regulatory and legislative policies could have an impact on the
company.
Directors' Report
for the year ended 30 November 2009
Management of risks
The directors continue to assess the risks facing the company and
the risks associated with investments are closely monitored by the directors.
Both the securing of new business and maintaining existing relationships are
essential to the company's success.
Directors' responsibilities
Directors are responsible for preparing the financial statements in
accordance with regulations, and United Kingdom Generally Accepted Accounting
Practice and applicable laws within it.
Company law requires the directors to prepare financial statements
for each financial year which give a true and fair view of the state of the
affairs of the company and of the profit or loss of the company for that year.
In preparing the financial statements the directors are required
to:
- select suitable accounting policies and apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the financial
statements;
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will continue in
business.
The directors are responsible for keeping proper accounting records
that disclose with reasonable accuracy at any time the financial position of
the company, and enables 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 for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The directors are also responsible for the maintenance and
integrity of the corporate and financial information included on the company's
website. It is important to bear in mind that legislation in the United
Kingdom governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Statement of disclosure to auditor
So far as the directors are aware there is no relevant information
of which the company's auditors are unaware, and the directors have taken all
the steps that they ought to have taken as directors in order to make
themselves aware of any relevant audit information and to establish that the
company's auditors are aware of that information.
Auditors
A resolution proposing the re-appointment of Sedley Richard
Laurence Voulters as auditors of the company will be put to the Annual General
Meeting.
This report was approved by the directors on 2 March 2010 and
signed on their behalf by
.................................
S S Chadda
Director
Independent auditors' report to the shareholders
of Analyst Investment Management Plc
We have audited the financial statements of Analyst Investment
Management Plc for the year ended 30 November 2009 which comprise the Profit
and Loss Account, the Balance Sheet, the Cash Flow Statement and the related
notes 1 to 18. The financial reporting framework that has been applied in
their preparation is applicable law and United Kingdom Accounting Standards
(United Kingdom Generally Accepted Accounting Practice).
This report is made solely to the company's members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the company's members those
matters we are required to state to them in an auditors' report and for no
other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company and the company's
members as a body, for our audit work, for this report, or for the opinions we
have formed.
Respective responsibilities of directors and auditors
As described in the Statement of Directors' Responsibilities on
page 9 the company's directors are responsible for the preparation of the
financial statements in accordance with applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting Practice)
and for being satisfied that they give a true and fair view.
Our responsibility is to audit the financial statements in
accordance with relevant legal and regulatory requirements and International
Standards on Auditing (UK and Ireland). Those standards require us to comply
with the Auditing Practices Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give reasonable
assurance that the financial statements are free from material misstatement,
whether caused by fraud or error. This includes an assessment of: whether the
accounting policies are appropriate to the company's circumstances and have
been consistently applied and adequately disclosed; the reasonableness of
significant accounting estimates made by the directors; and the overall
presentation of the financial statements.
Opinion on financial statements
In our opinion the financial statements:
- give a true and fair view of the state of the company's affairs
as at 30 November 2009 and of its loss for the year then ended;
- have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
- have been prepared in accordance with the requirements of the
Companies Act 2006.
Independent auditors' report to the shareholders of Analyst
Investment Management Plc (continued)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors' Report for
the financial year for which the financial statements are prepared is
consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where
the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns
adequate for the audit have not been received from branches not visited by us;
or
- the 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.
Date: 2 March 2010
Senior Statutory Auditor 1 Conduit Street
on behalf of Sedley Richard Laurence Voulters London
Statutory Auditor W1S 2XA
Profit and loss account
for the year ended 30 November 2009
2009 2008
Notes £ £
Turnover 2 95,607 41,160
Cost of sales (36,249) (36,738)
_______ _______
Gross profit 59,358 4,422
Administrative expenses (98,550) (97,821)
_______ _______
Operating loss 3 (39,192) (93,399)
Other interest receivable and
similar income 4 6,801 27,747
_______ _______
Loss on ordinary
activities before taxation (32,391) (65,652)
Tax on loss on ordinary 6 - -
activities
_______ _______
Loss for the year (32,391) (65,652)
_______ _______
Earnings per share (pence) 7 (0.439) (0.890)
_______ _______
The profit and loss account has been prepared on the basis
that all operations are continuing operations.
There are no recognised gains or losses other than the profit or
loss for the above two financial years.
Balance sheet
as at 30 November 2009
2009 2008
Notes £ £ £ £
Current assets
Debtors 8 12,464 12,025
Cash at bank and in hand 462,300 496,862
_______ _______
474,764 508,887
Creditors: amounts falling
due within one year 9 (3,500) (5,232)
_______ _______
Net current assets 471,264 503,655
_______ _______
Net assets 471,264 503,655
_______ _______
Capital and reserves
Called up share capital 10 184,444 184,444
Share premium account 1,100,642 1,100,642
Profit and loss account 11 (813,822) (781,431)
_______ _______
Equity shareholders' funds 12 471,264 503,655
_______ _______
The financial statements were approved by the directors on 2 March 2010 and
signed on their behalf by
.................................
S S Chadda
Director
Company Registration No. 3687441
Cash flow statement
for the year ended 30 November 2009
2009 2008
Notes £ £
Reconciliation of operating loss to net
cash outflow from operating activities
Operating loss (39,192) (93,399)
Decrease in debtors (439) (5,208)
Decrease in creditors (1,732) (15,300)
_______ _______
Net cash outflow from operating activities (41,363) (113,907)
_______ _______
Cash flow statement
Net cash outflow from operating activities (41,363) (113,907)
Returns on investments and servicing of 15 6,801 27,747
finance
_______ _______
Decrease in cash in the year (34,562) (86,160)
_______ _______
Reconciliation of net cash flow to movement 16
in net debt
Decrease in cash in the year (34,562) (86,160)
Net funds at 1 December 2008 496,862 583,022
_______ _______
Net funds at 30 November 2009 462,300 496,862
_______ _______
Notes to the financial statements
for the year ended 30 November 2009
1. Accounting policies
1.1. Accounting convention
The financial statements are prepared under the historical cost
convention in accordance with applicable United Kingdom Accounting Standards
(United Kingdom Generally Accepted Accounting Practice) which have been
applied consistently and the Companies Act 2006.
1.2. Turnover
Turnover by the company comprises management fees from segregated accounts and
collective fund. Investment management charges on the segregated accounts are
due and payable annually in arrears if a cash return is achieved. Out
performance fees are paid only at the end of the investment period and are
based on the investments in the segregated accounts and collective fund
outperforming the FT All Share Index. Investment management charges on the CF
Analyst UK Funds are paid monthly in arrears, and the performance fee is paid
annually in arrears and is based on out-performance of the FT All Share Index.
1.3. Leasing
Rentals payable under operating leases are charged against income
on a straight line basis over the lease term.
1.4. Deferred taxation
Deferred tax is recognised in respect of all timing differences
that have originated but not reversed at the balance sheet date where
transactions or events have occurred at that date that will result in an
obligation to pay more, or a right to pay less or to receive more, tax, with
the following exceptions: deferred tax assets are recognised only to the
extent that the directors consider that it is more likely than not that there
will be suitable taxable profits from which the future reversal of the
underlying timing differences can be deducted. Deferred tax is measured on an
undiscounted basis at the tax rates that are expected to apply in the periods
in which timing differences reverse, based on tax rates and laws enacted or
substantively enacted at the balance sheet date.
2. Turnover
The company's turnover for the year derives from the fund
management activities carried out in the UK.
2009 2008
£ £
Class of business
Fund management fees 95,607 41,160
_______ _______
The turnover for 2009 includes the performance fee of £58,724 earned in the year to
30 November 2008.
3. Operating loss 2009 2008
£ £
Operating loss is stated after charging:
- Operating lease rentals 30,000 30,000
_______ _______
The auditors' remuneration:
- Audit of accounts 3,500 5,000
_______ _______
4. Interest receivable and similar income 2009 2008
£ £
Bank interest 6,801 27,747
_______ _______
5. Employees
Number of employees
The average monthly numbers of employees 2009 2008
(including directors) during the year were: Number Number
Management 4 4
_______ _______
Employment costs 2009 2008
£ £
Wages and salaries 29,910 30,009
Social security costs 3,113 3,144
_______ _______
33,023 33,153
_______ _______
5.1. Directors' emoluments 2009 2008
£ £
Remuneration and other emoluments 29,910 30,009
_______ _______
In addition fees of £18,000 (2008: £18,000) were paid to Mr Bharat
Amin and £6,000 (2008: £6,000) to Mr Robert Lambourne, which was paid to his
personal company.
6. Taxation on ordinary activities
No taxation arises on the results for the year.
Unrelieved operating tax losses of approximately £770,695 (2008:
£737,902) remain available for
offset against future taxable trading profits.
7. Earnings per share
The loss per share is based on the loss after taxation of £32,391
and the weighted average number of ordinary shares of 2.5p each in issue
during the period of 7,377,777.
There are no financial instruments with dilutive effects.
8. Debtors 2009 2008
£ £
Trade debtors 3,012 2,450
Prepayments and accrued income 9,452 9,575
_______ _______
12,464 12,025
_______ _______
9. Creditors: amounts falling due 2009 2008
within one year £ £
Accruals and deferred income 3,500 5,232
_______ _______
10. Share capital 2008 2007
£ £
Authorised equity
10,000,000 Ordinary shares of 2.5 pence each 250,000 250,000
_______ _______
Allotted, called up and fully paid equity
7,377,777 Ordinary shares of 2.5 pence each 184,444 184,444
_______ _______
11. Statement of movement on the Profit & loss account Profit & Loss Account
£
Balance at 1 December 2008 (781,431)
Loss for year (32,391)
_______
Balance at 30 November 2009 (813,822)
_______
12. Reconciliation of movements in shareholders' funds 2009 2008
£ £
Loss for the year (32,391) (65,652)
_______ _______
Net deduction from shareholders' funds (32,391) (65,652)
Opening shareholders' funds 503,655 569,307
_______ _______
Closing shareholders' funds 471,264 503,655
_______ _______
13. Financial commitments
At 30 November 2009 the company had annual commitments under non-cancellable
operating leases as follows:
Plant and Plant and
Machinery Machinery
2009 2008
£ £
Expiry date:
Within one year 192 459
Between one and five years - 192
_______ _______
192 651
_______ _______
14. Related party transactions
Rent of £30,000 (2008: £30,000) and directors fees of £18,000
(2008: £18,000) were invoiced by Angel Morgan Limited, a company owned by Mr
Bharat Amin and who is a director of this company. The director's fees were
disclosed in note 5.1 on page 17.
Accountancy fees of £9,000 (2008: £9,000) were invoiced by
Berkshire Properties Limited, a company in which Mr Surbjit Chadda has a
shareholding and who is a director of this company.
At the year end there were no amounts outstanding.
15. Gross cash flows
2009 2008
£ £
Returns on investments and servicing of finance
Interest received 6,801 27,747
_______ _______
16. Analysis of changes in net funds
Opening Cash Closing
balance flows balance
£ £ £
Cash at bank and in hand 496,862 (34,562) 462,300
_______ _______ _______
Net funds 496,862 (34,562) 462,300
_______ _______ _______
17. Post balance sheet event
On 17 February 2010 Capita Financial Managers Limited, as the
Authorised Corporate Director of the CF Analyst UK Fund, terminated their
Investment Advisory Agreement with Analyst Investment Management plc as the
investment manager of the fund. Full details of this are reported in the
Chairman's statement.
In December 2009 Mr Ade Roberts, a previous director and employee
of the company has brought an employment tribunal claim against the company
for unfair dismissal. The company's solicitors are reviewing the position of
the claim. In the opinion of the directors the claim will be unsuccessful.
18. Ultimate controlling party
There is no ultimate controlling party.
ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Analyst
Investment Management Plc will be held at the offices of Sedley Richard
Laurence Voulters, Chartered Accountants, 1 Conduit Street, London.W1S 2XA on
Thursday, 25 March 2010 at 11.30 a.m. for the following purposes:
Ordinary business
1. To receive the reports of the directors and auditors and the
financial statements for the year ended 30 November 2009.
2. To reappoint Sedley Richard Laurence Voulters, Chartered
Accountants, as auditors to hold office from the conclusion of this Annual
General Meeting until the conclusion of the next Annual General Meeting at
which financial statements are laid before the members.
3. To authorise the directors to fix the remuneration of the
auditors.
4. To re-elect Mr S S Chadda as a director, who is retiring by
rotation, as a director.
Special Business
To consider and, if thought fit, to pass resolution 5 as an
ordinary resolution and resolutions 6 and 7 as special resolutions.
5. That the directors be generally and unconditionally authorised
pursuant to section 551 of the Companies Act 2006 to exercise all the powers
of the company to allot, grant options and/or warrants over or otherwise deal
with or dispose of the unissued share capital of the company provided that the
authority hereby given:
(a) shall be limited to unissued shares in the share capital of the
company having an aggregate nominal value of £50,000; and
(b) shall expire at the end of the next Annual General Meeting of
the company to be held in 2011 unless previously renewed or varied save that
the directors may, notwithstanding such expiry, allot, grant options and/or
warrants over or otherwise deal with or dispose of any shares under this
authority in pursuance of an offer or agreement so to do made by the company
before the expiry of this authority.
Special Resolutions
6. Subject to the passing of the preceding ordinary resolution the
directors be and they are hereby empowered pursuant to section 570 and section
573 of the Companies Act 2006 to allot equity securities (as defined in
section 560 of that Act) for cash pursuant to the authority conferred in that
behalf by the preceding ordinary resolution, as if section 561(1) of that Act
did not apply to any such allotment, provided that this power shall be
limited:
(a) to the allotment of equity securities in connection with a
rights issue in favour of ordinary shareholders where the equity securities
respectively attributable to the interests of all ordinary shareholders are
proportionate (as nearly as may be) to the respective numbers of ordinary
shares held by them subject only to such exclusions or other arrangements as
the directors may deem necessary or expedient to deal with fractional
entitlements; and
ANNUAL GENERAL MEETING
.................... continued
(b) to the allotment (otherwise than pursuant to subparagraph (a)
above) of equity securities up to an aggregate nominal amount of £9,222
representing 5% of the present issued share capital of the company;
and shall expire on the date of the next Annual General Meeting of
the company or 15 months from the passing of this resolution, whichever is the
earlier, save that the company may before such expiry make an offer or
agreement which would or might require equity securities to be allotted after
such expiry and the board may allot equity securities in pursuance of such an
offer or agreement as if the power conferred hereby had not expired.
7. Pursuant to article 51.2 of the company's articles of
association that the company be and is hereby unconditionally and generally
authorised to make market purchases (as defined in section 693(4) of the
Companies Act 2006) of ordinary shares of 2.5 pence each in the capital of the
company, provided that:
(a) The maximum number of ordinary shares hereby authorised to be
acquired is 1,105,928 representing 14.99% of the present issued share capital
of the company as at 2 March 2010;
(b) The minimum price which may be paid for such shares is 2.5
pence per share which amount shall be exclusive of expenses;
(c) The maximum price which may be paid for such shares is, in
respect of a share contracted to be purchased on any day, an amount (exclusive
of expenses) equal to 105% of the average of the middle market quotations for
an ordinary share of the company taken from the Daily Official List of The
London Stock Exchange on the ten business days immediately preceding the day
on which the share is contracted to be purchased;
(d) the authority hereby conferred shall expire at the conclusion
of the next Annual General Meeting or fifteen months from the passing of this
resolution, whichever is the earlier; and
(e) the company may make a contract to purchase its own shares
under the authority hereby conferred prior to the expiry of such authority
which will or may be executed wholly or partly after the expiry of such
authority and may make a purchase of its own shares in pursuance of any such
contract.
By order of the Board
Analyst Investment Management Plc
Company Secretary
Registered office:
49 Wokingham Road
Earley
Reading
Berkshire
RG6 1LG
Dated this 2 March 2010
ANNUAL GENERAL MEETING
.................... continued
Notes:
i. A member entitled to attend and vote at the Meeting may appoint
one or more proxies to attend and, on a poll, to vote instead of him/her. A
proxy need not be a member of the company.
ii. A form of proxy is provided with this notice. To be valid,
proxies must be received at 49 Wokingham Road, Reading, Berkshire. RG6 1LG no
later than 48 hours before the time fixed for the Meeting.
iii. Please indicate how you wish your votes to be cast by placing
a cross in the appropriate spaces. Unless otherwise indicated the proxy will
vote as he/she thinks fit or will abstain (including any other matter which
may properly come before the meeting.)
iv. Completion and return of this form of proxy will not prevent a
member from attending the Meeting and voting in person should the member wish
to do so.
v. There will be available for inspection at the Registered Office
during normal business hours from the date of this notice to the date of the
Annual General Meeting and at the place of the Meeting for 15 minutes prior to
and during the Meeting, the Register of Directors' Interests and copies of the
director's service contracts.
PROXY FORM
I/We (Note 8)______________________________________________________(block
letters please)
of
______________________________________________________________________________
being a member/members of Analyst Investment Management plc ("the Company")
hereby appoint
[ ] or, failing him, the duly appointed Chairman of the Meeting or
(Note 5) _______________________ as my/our proxy to vote for me/us and on
my/our behalf at the Annual General Meeting of the Company to be held at the
offices of Sedley Richard Laurence Voulters, Chartered Accountants, 1 Conduit
Street, London.W1S 2XA on Thursday, 25 March 2010 at 11.30 a.m. and at any
adjournment thereof, in the manner specified below.
RESOLUTIONS DESCRIPTION FOR AGAINST
To receive the directors'
report and
Resolution No. 1 accounts for the year ended 30
November 2009 and the auditors
report therein
To re-appoint Sedley Richard
Resolution No. 2 Laurence Voulters as auditors
of the Company
Resolution No. 3 To authorise the directors to
fix the remuneration of the
auditors.
Resolution No. 4 To re-appoint Mr S S Chadda as
Director
Authority to allot, grant
options and/or warrants, or
Resolution No. 5 otherwise dispose of the
unissued share capital of the
company.
Authority to allot shares in
connection with a rights issue
Resolution No. 6 or otherwise.
Resolution No. 7 Authority to purchase ordinary
shares of the company.
Signature ________________
Dated ________________ 2010
PROXY FORM
.................... continued
Notes:
1. Please indicate by an `X' in the space provided how you wish your votes to
be cast. Without such directions the proxy will vote or abstain at his/her
discretion.
2. In the case of a corporation, this form of proxy must be given under the
common seal, or under the hand of an officer, attorney or other person duly
authorised to sign it.
3. In the case of joint holders, the vote of the senior who tenders the vote
will be accepted to the exclusion of all others, seniority being determined by
the order in which names stand on the Register of Members.
4. To be valid, this form of proxy, duly executed, and the power of attorney
or other authority (if any) under which it is executed or a certified copy of
such power or authority must be received at 49 Wokingham Road, Reading,
Berkshire. RG6 1LG no later than 48 hours before the time appointed for the
Meeting.
5. If a member wishes to appoint any other person to act as proxy, insert the
name in the space provided and strike out all other appointees. The proxy need
not be a member of the Company.
6. Completion of this form will not preclude you from attending and voting at
the Meeting if you wish.
7. Any alteration to this form of proxy must be initialled.
8. Please insert your name and address.
Latest directors dealings
- 10 hours ago SSP Group
- 11 hours ago Real Estate Investors
- 11 hours ago WPP
- 11 hours ago Spectris
- 11 hours ago Clarkson