Last checked at 27 Apr 2011 16:54
Registration number 3687441
Analyst Investment Management Plc Directors' report and financial statements for the year ended 30 November 2010Company informationDirectors Bharat Amin D. John L King (appointed 25 March 2010) Surbjit Chadda Robert Lambourne (resigned 25 March 2010)Secretary Surbjit ChaddaCompany number 3687441
Registered office 49 Wokingham Road
Earley Reading Berkshire RG6 1LGRegistrar Capita Financial Administration Limited Customer Service Centre 2 The Boulevard City One Office Park Gelderd Road Leeds LS12 6NTAuditors SRLV Chartered Accountants 89 New Bond Street London W1S 1DABankers Barclays Bank Plc 1st Floor 99 Hatton Garden London EC1N 8DN 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 - 20 Notice of Annual General Meeting 21 - 23 Proxy Forms 24 - 25 Chairman's Statement for the year ended 30 November 2010Performance ReviewThe company made a loss in the year to 30th November 2010 of £76,403 (2009: £32,391) after interest and tax. This resulted in an increased loss per share of1.036 pence (2009: 0.439 pence) following the transfer of CF Analyst UK Fund byCapita ACD Services Ltd. As a result the core existing funds under managementsubstantially decreased from £4.968 million to £0.482 million. No managementand/or performance fees were earned on the existing funds of £0.482 millionunder management. Management and/or performance fees earned from CF Analyst UKFund prior to the transfer by Capita ACD Services Ltd during the year were £8,509 compared to the fees earned in 2009 of £95,607.The two additional new investment managers, Paul Cosgrove and Vicente ManchenoSagrario have brought with them £17.5 million investment funds for managementwhich are expected to generate a contribution to profit as from the second halfof 2011.
In addition, Surbjit Chadda and I shall bring in, as from 1 June 2011, investment funds for management of £3 million. These funds are expected to generate a contribution to fee income as from the second half of 2011.
Cost of sales were kept under control and were £27,594 (2009: £36,249) and decreased by £8,655 following the departure of Ade Roberts.
Administrative expenses were kept under control and remained in line with theprevious year. Savings on Directors fees of £2,500 and premises cost of £12,000were offset by an increase in telephone, computer and travelling costs incurredin generating new clients and abortive costs with regards to the launch of theGold Fund which was abandoned following the departure of Sandeep Jaitley.
The value of funds under management increased from approximately £4.968 million at 1st December 2009 to around £18 million at 30th November 2010.
CF Analyst UK Fund
Capita sent us a Notice of Termination which came into effect on 17th February2010, at which point they appointed new managers to the Fund. The reason Capitahave given for their decision as mentioned in their letter to shareholders (whoare all generated by and known to Analyst) of CF Analyst UK Fund is as follows"Having reviewed the Fund's portfolio of assets, a significant proportion ofwhich is held in cash, and having discussed the Fund's past and proposedinvestment strategy with Analyst Investment Management plc, the investmentmanager of the Fund, we believe that the interest of investors will be bestserved by the Fund's asset allocation and strategy being reconsidered by a newinvestment manager with a view to being aligned more closely with the Fund'sinvestment objective".Capita have not only appointed a new investment manager but also changed thename of the fund without prior consultation and approval of the shareholders(these are not generated by and/or personally known to Capita) of CF Analyst UKFund.Capita sent a Notice of an EGM dated 16 December 2010 to be held on 7 January2011 for the renamed CF UK Fund (previously CF Analyst UK Fund) to propose aresolution for CF UK Fund to be merged into Walker Cripps UK Growth Fund. Asignificant number of shareholders did not receive this Notice until 23December 2010 and some after Christmas in breach of the required 21 day noticeperiod.
We attended the EGM and informed the board of directors, and the investment manager and compliance officer of CF UK Fund, that a significant number of shareholders did not receive the Notice of an EGM 21 days prior to the meeting and this should be recorded in the minutes and reported to the FSA. We requested a copy of the minutes should be sent to us. To date we have not received it.
The resolution was resoundingly rejected by 67.1 % of the votes cast.
We have been in consultation with our legal advisers with regards to exploringwhat options would be available to us in removing Capita as the AuthorisedCorporate Directors of CF UK Fund. One of the options available is to call anEGM to remove Capita. We are assessing the cost of exercising such an option.
Investment Review
During this financial year the collective fund, CF UK Fund, increased itsassets by £158,235 from £4.352m to nearly £4.491 million. The unit share pricewent up from 94.41 pence to 114.18 pence. The Fund achieved a return of 21.38%(2009: 11.63%), and 19.63% (2009: negative 5.05%) since the launch date on 1stDecember 2005. The benchmark performance of the FTSE All Share Index in 2010was 11.52% (2009: 24.11%), and since the launch date 23.21% (2009: negative4.42%).
As previously mentioned, a decision was taken to stay out of the market during 2009 and remain substantially liquid pending a return to a less volatile investment environment.
This year, however, there has been an improvement to market conditions. Accordingly, we have sold our investments in Dr Pepper and Cadburys, and reduced or sold all our holdings in small caps to focus on FTSE 100 stocks. The cash in the portfolio has been invested in Inmarsat, Vodafone, Dragon Hill, GlaxoSmithKline, AMEC, BHP Billiton, BG Group, Anglo Pacific Group and BAT.
Outlook
Our new investment managers, Paul Cosgrove and Vicente Sagrario, have broughtwith them funds for investment of £17.5 million in the first half of thecurrent year, 2011, with prospects of more by the end of the financial year. Inaddition, Surbjit Chadda and I plan to introduce new funds totalling £3 millionby 1 June 2011.
We plan to write to all the investors in the Fund and recommend that they move to Hargreave Hale where we will set up individual client accounts. We have received indications that at least 40% of these investors will move their accounts.
Our relocation to Reading and the departure of the previous investment manageron 30th November 2009 has saved the Company an estimated £45,000 as plannedwhich has been offset by the increase in costs with regards to Paul Cosgroveand Vicente Sagrario, telecommunications, computer equipment and travel, andthe abortive costs of the gold fund.The markets have remained volatile with the political problems in the Arabworld, the earthquake in Japan, floods in Australia, a substantial increase incommodity and oil prices, the US Republican controlled Congress in combativemood against President Obama, and the threat of inflation and rising interestrates. All this has created considerable market uncertainty. As a result,investors have become more cautious and seem to be holding onto cash despitethe low interest rate environment. Given these circumstances, we have done wellin our active marketing campaign to attract new funds. As the investment teambuilds its track record, I am confident this will result in our ability toattract additional investment funds for management.
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Bharat AminChairman27 April 2011 Directors' Report for the year ended 30 November 2010
The directors present their report and the financial statements for the year ended 30 November 2010.
Principal activity
The principal activity of the company was the provision of discretionary and advisory investment management services.
Results and dividends
The results for the year are disclosed in the profit and loss account. At theyear end, the company had £18 million of funds under management. The directorsare unable to recommend payment of a final dividend (2009: nil).
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 concernThe financial statements have been prepared on the going concern basis. Thedirectors gave due consideration to the going concern and liquidity riskguidance issued by the Financial Reporting Council. Following their assessment,the directors believe that there is currently no risk to the going concernstatus of the company as the company has more than sufficient cash reserves tomeet its expenses over the next 12 months.
Payments of creditors
It is the company's policy to settle trade liabilities in accordance with theterms and conditions of its suppliers. During the year the average number ofdays' credit obtained from suppliers was 15 days (2009: 15 days).
Key Performance Indicators
The financial key performance indicators relate to the results reported for theyear which are disclosed in the Chairman's report. The non-financial keyperformance indicators relate to fund management services provided which aredisclosed in the Chairman's report.
Post balance sheet events
There were no post balance sheet events.
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:
30/11/10 30/11/09
Bharat Amin (1) 2,140,752 2,140,752
D. John L King - -
Surbjit Chadda - -
(1) Including shares held by Mrs Mina Amin, spouse of Bharat Amin
Directors' Report for the year ended 30 November 2010
Substantial shareholders
In addition to the directors' interests disclosed above, the company has beennotified of the following holdings of 3% or more in the ordinary issued sharecapital of the company at 30 November 2010: Number of Percentage of ordinary shares share capitalBrewin Nominees Limited 1,499,501 20.32Rowanmoor Trustees Limited 966,666 13.10G Black 460,000 6.23T Black 460,000 6.23HSBC Global Custody Nominee (UK) Limited 433,333 5.87Barclayshare Nominees Limited 351,227 4.76P Winkworth 333,333 4.52Financial 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, euros and US dollars. We are exposed to currency risk on income received from the Iberia income and cash balances held in euros and US dollars. The Company is not exposed to any significant currency risk. We manage the risk by paying our consultants out of the same currency as which the income is earned and therefore minimising the currency movement to sterling. Translation risk is minimised as the balances in the overseas bank accounts are kept to a minimum and used to pay consultants and bills.
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.
Management of risks
The directors continue to assess the risks facing the company and the risksassociated with investments are closely monitored by the directors. Both thesecuring of new business and maintaining existing relationships are essentialto the company's success. Directors' Report for the year ended 30 November 2010
Directors' responsibilities
Directors are responsible for preparing the financial statements in accordancewith regulations, and United Kingdom Generally Accepted Accounting Practice andapplicable 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 thatdisclose with reasonable accuracy at any time the financial position of thecompany, and enables them to ensure that the financial statements comply withthe Companies Act 2006. They are also responsible for safeguarding the assetsof the company and for taking reasonable steps for the prevention and detectionof fraud and other irregularities.The directors are also responsible for the maintenance and integrity of thecorporate and financial information included on the company's website. It isimportant to bear in mind that legislation in the United Kingdom governing thepreparation and dissemination of financial statements may differ fromlegislation in other jurisdictions.
Statement of disclosure to auditor
So far as the directors are aware there is no relevant information of which thecompany's auditors are unaware, and the directors have taken all the steps thatthey ought to have taken as directors in order to make themselves aware of anyrelevant audit information and to establish that the company's auditors areaware of that information.
Auditors
A resolution proposing the re-appointment of SRLV as auditors of the company will be put to the Annual General Meeting.
This report was approved by the directors on 27 April 2011 and signed on their behalf by
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S S ChaddaDirector Independent auditors' report to the shareholders of Analyst Investment Management PlcWe have audited the financial statements of Analyst Investment Management Plcfor the year ended 30 November 2010 which comprise the Profit and Loss Account,the Balance Sheet, the Cash Flow Statement and the related notes 1 to 1 8. Thefinancial reporting framework that has been applied in their preparation isapplicable law and United Kingdom Accounting Standards (United KingdomGenerally Accepted Accounting Practice).This report is made solely to the company's members, as a body, in accordancewith Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has beenundertaken so that we might state to the company's members those matters we arerequired to state to them in an auditors' report and for no other purpose. Tothe fullest extent permitted by law, we do not accept or assume responsibilityto anyone other than the company and the company's members as a body, for ouraudit 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 thefinancial statements sufficient to give reasonable assurance that the financialstatements are free from material misstatement, whether caused by fraud orerror. This includes an assessment of: whether the accounting policies areappropriate to the company's circumstances and have been consistently appliedand adequately disclosed; the reasonableness of significant accountingestimates made by the directors; and the overall presentation of the financialstatements.
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 2010 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: 27 April 2011Marc VoultersSenior Statutory AuditorFor and on behalf of SRLV 89 New Bond StreetChartered Accountants LondonStatutory Auditor W1S 1DA Profit and loss account for the year ended 30 November 2010 2010 2009 Notes £ £Turnover 2 43,129 95,607Cost of sales (27,594) (36,249) _______ _______ Gross profit 15,535 59,358Administrative expenses (101,938) (98,550) _______ _______Operating loss 3 (86,403) (39,192)Other interest receivable andsimilar income 4 10,000 6,801 _______ _______Loss on ordinaryactivities before taxation (76,403) (32,391)Tax on loss on ordinary activities 6 - - _______ _______Loss for the year (76,403) (32,391) _______ _______Loss per share (pence) 7 (1.036) (0.439) _______ _______
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 theabove two financial years. Balance sheet as at 30 November 2010 2010 2009Notes £ £ £ £Fixed assetsTangible assets 8 8,249 -Current assetsDebtors 9 28,846 12,464Cash at bank and in hand 368,258 462,300 _______ _______ 397,104 474,764Creditors: amounts fallingdue within one year 10 (10,492) (3,500) _______ _______Net current assets 368,612 471,264 _______ ________Net assets 394,861 471,264 _______ _______Capital and reservesCalled up share capital 11 184,444 184,444Share premium account 1,100,642 1,100,642Profit and loss account 12 (890,225) (813,822) _______ _______Equity shareholders' funds 13 394,861 471,264 _______ _______
The financial statements were approved by the directors on 27 April 2011 and signed on their behalf by
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S S Chadda
Director
Company Registration No. 3687441
Cash flow statement for the year ended 30 November 2010 2010 2009 Notes £ £
Reconciliation of operating loss to net
cash outflow from operating activities
Operating loss (86,403) (39,192)Add back depreciation charge 2,750 -Purchase of tangible fixed assets (10,999) -Increase in debtors (16,382) (439)Increase/(decrease) in creditors 6,992 (1,732) _______ _______Net cash outflow from operating activities (104,042) (41,363) _______ _______Cash flow statementNet cash outflow from operating activities (104,042) (41,363)Returns on investments and servicing of finance 16 10,000 6,801 _______ _______Decrease in cash in the year (94,042) (34,562) _______ _______
Reconciliation of net cash flow to movement in net debt 17
Decrease in cash in the year (94,042) (34,562)Net funds at 1 December 2009 462,300 496,862 _______ _______Net funds at 30 November 2010 368,258 462,300 _______ _______1. Accounting policies1.1. Accounting conventionThe financial statements are prepared under the historical cost convention inaccordance with applicable United Kingdom Accounting Standards (United KingdomGenerally Accepted Accounting Practice) which have been applied consistentlyand the Companies Act 2006.1.2. TurnoverTurnover by the company comprises fees generated from the management ofindividual segregated accounts and the collective fund. The turnover is earnedfrom the following services: investment management fees, gate keeping services,commissions received for security transactions based on trades executed,security administration fees based on quarterly fees paid for assets held andforeign currency transaction fees generated.
Investment management fees on segregated accounts are paid on a performance basis only. The performance fees are paid only at the end of the investment period and are based on the investments in the segregated accounts outperforming the FT All Share Index. Gatekeeping fees on the individual accounts are due and payable quarterly in advance.
During the year Investment management fees were charged on the CF Analyst UK Funds until investment management was transferred away from the Company by Capita ACD Services Ltd on 17 February 2010. The fees were paid monthly in arrears. No performance fee was earned in this period.
1.3. Tangible fixed assets and depreciation
Tangible fixed assets are initially recognised at cost.
Depreciation is provided at rates calculated to write off the cost less residual value of each asset over its expected useful life, as follows:
Fixtures, fittings
and equipment - 25% Straight Line
1.4. Leasing
Rentals payable under operating leases are charged against income on a straight line basis over the lease term.
1.5. Deferred taxation
Deferred tax is recognised in respect of all timing differences that haveoriginated but not reversed at the balance sheet date where transactions orevents have occurred at that date that will result in an obligation to paymore, or a right to pay less or to receive more, tax, with the followingexceptions: deferred tax assets are recognised only to the extent that thedirectors consider that it is more likely than not that there will be suitabletaxable profits from which the future reversal of the underlying timingdifferences can be deducted. Deferred tax is measured on an undiscounted basisat the tax rates that are expected to apply in the periods in which timingdifferences reverse, based on tax rates and laws enacted or substantivelyenacted at the balance sheet date.
1.6 Foreign Currency
Foreign currency transactions arising from operating activities are translatedfrom local currency into pounds sterling at the exchange rates prevailing atthe date of the transaction. Monetary assets and liabilities denominated inforeign currencies at the period end are translated at the period-end exchangerate. Foreign currency gains or losses are credited or charged to the profitand loss account as they arise.
2. Turnover
The company's turnover for the year derives from the fund managementactivities. 2010 2009 £ £Class of businessFund management fees 43,129 95,607 _______ _______The turnover for 2009 includes the performance fee of £58,724 earned in theyear to 30 November 2008.3. Operating loss 2010 2009 £ £
Operating loss is stated after charging:
- Operating lease rentals 18,000 30,000 _______ _______The auditors' remuneration:- Audit of accounts 4,000 3,500 _______ _______4. Interest receivable and similar income 2010 2009 £ £Bank interest 10,000 6,801 _______ _______ 5. EmployeesNumber of employeesThe average monthly numbers of employees 2010 2009(including directors) during the year were: Number NumberManagement 3 4 _______ _______ Employment costs 2010 2009 £ £Wages and salaries - 29,910Social security costs - 3,113 _______ _______ - 33,023 _______ _______ 5.1. Directors' emoluments 2010 2009 £ £Remuneration and other emoluments - 29,910 _______ _______
In addition fees of £18,000 (2009: £18,000) were paid to Mr Bharat Amin, £1,500 to Mr D. John L King (2009: NIL) and £2,000 (2009: £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 (2009: £ nil)
Unrelieved operating tax losses of approximately £ 850,149 (2009: £770,695) remain available for offset against future taxable trading profits.
7. Loss per share
The loss per share is based on the loss after taxation of £ 76,403 (2009: £ 32,391) and the weighted average number of ordinary shares of 2.5p each in issue during the period of 7,377,777. (2009: 7,377,777).
There are no financial instruments with dilutive effects.
Fixtures, 8. Tangible fixed assets fittings and equipment Total £ £CostAt 1 December 2009 - -Additions 10,999 10,999 _______ _______At 30 November 2010 10,999 10,999 _______ _______ DepreciationAt 1 December 2009 - - Charge for the year 2,750 2,750 _______ _______ At 30 November 2010 2,750 2,750 _______ _______Net book valuesAt 30 November 2010 8,249 8,249 _______ _______ At 30 November 2009 - - _______ _______9. Debtors 2010 2009 £ £Trade debtors - 3,012Prepayments and accrued income 28,846 9,452 _______ _______ 28,846 12,464 _______ _______10. Creditors: amounts falling due 2010 2009within one year £ £Accruals and deferred income 10,492 3,500 _______ _______ 11. Share capital 2010 2009 £ £Authorised equity10,000,000 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 _______ _______12. Statement of movement on the Profit & loss account Profit & Loss Account £Balance at 1 December 2009 (813,822)Loss for year (76,403) _______Balance at 30 November 2010 (890,225) _______13. Reconciliation of movements in shareholders' funds 2010 2009 £ £Loss for the year (76,403) (32,391) _______ _______Net deduction from shareholders' funds (76,403) (32,391)Opening shareholders' funds 471,264 503,655 _______ _______ Closing shareholders' funds 394,861 471,264 _______ _______
14. Financial commitments
At 30 November 2010 the company had annual commitments under non-cancellable operating leases as follows:
Plant and Plant and Machinery Machinery 2010 2009 £ £Expiry date:Within one year - 192Between one and five years - - _______ _______ - 192 _______ _______
15. Related party transactions
Directors fees of £18,000 (2009: £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.
Rent of £18,000 (2009: £ NIL) and Accountancy fees of £9,000 (2009: £9,000)were invoiced by Berkshire Properties Limited, a company in which Mr SurbjitChadda has a shareholding and who is a director of this company.
At the year end there were no amounts outstanding.
16. Gross cash flows 2010 2009 £ £
Returns on investments and servicing of finance
Interest received 10,000 6,801 _______ _______
17. Analysis of changes in net funds
Opening Cash Closing balance flows balance £ £ £Cash at bank and in hand 462,300 (94,042) 368,258 _______ _______ _______ Net funds 462,300 (94,042) 368,258 _______ _______ _______ 18. Contingent LiabilitiesIn December 2009 Mr Ade Roberts, a previous director and employee of thecompany brought an employment tribunal claim against the company for unfairdismissal. The claim is due to be heard at Tribunal later this year. Thecompany's solicitors are reviewing the position of the claim. In the opinion ofthe directors the claim will be unsuccessful and therefore its financial effectwill be Nil.
19. Ultimate controlling party
In the opinion of the directors it is the Board, as appointed by the shareholders, that directs the financial and operating policies of the company as no one person has control.
ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of Analyst InvestmentManagement Plc will be held at the offices of SRLV, Chartered Accountants, 89New Bond Street, London.W1S 1DA on Wednesday 18 May 2011 at 11.30 a.m. for thefollowing purposes:Ordinary business
1. To receive the reports of the directors and auditors and the financial
statements for the year ended 30 November 2010.
2. To reappoint SRLV, 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 tosection 551 of the Companies Act 2006 to exercise all the powers of the companyto allot, grant options and/or warrants over or otherwise deal with or disposeof the unissued share capital of the company provided that the authority herebygiven:
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 2012 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 beand they are hereby empowered pursuant to section 570 and section 573 of theCompanies Act 2006 to allot equity securities (as defined in section 560 ofthat Act) for cash pursuant to the authority conferred in that behalf by thepreceding ordinary resolution, as if section 561(1) of that Act did not applyto 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
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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 companyor 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 whichwould or might require equity securities to be allotted after such expiry andthe board may allot equity securities in pursuance of such an offer oragreement as if the power conferred hereby had not expired.7. Pursuant to article 51.2 of the company's articles of association that thecompany be and is hereby unconditionally and generally authorised to makemarket purchases (as defined in section 693(4) of the Companies Act 2006) ofordinary 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 18 May 2011;
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 SecretaryRegistered office:49 Wokingham RoadEarleyReadingBerkshireRG6 1LGDated this 27 April 2011 ANNUAL GENERAL MEETING
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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 behalfat the Annual General Meeting of the Company to be held at the offices of SRLV,Chartered Accountants, 89 New Bond Street, London.W1S 1DA on Wednesday, 18 May2011 at 11.30 a.m. and at any adjournment thereof, in the manner specifiedbelow.RESOLUTIONS DESCRIPTION FOR AGAINST Resolution No.1 To receive the directors' report and accounts for the year ended 30 November 2010 and the auditors report therein Resolution No.2 To re-appoint SRLV 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 Resolution No.5 Authority to allot, grant options and/or warrants, or otherwise dispose of the unissued share capital of the company. Resolution No.6 Authority to allot shares in connection with a rights issue or otherwise. Resolution No.7 Authority to purchase ordinary shares of the company. Signature ________________Dated ________________ 2011 PROXY FORM
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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 votewill be accepted to the exclusion of all others, seniority being determined bythe 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 orother authority (if any) under which it is executed or a certified copy of suchpower 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 thename in the space provided and strike out all other appointees. The proxy neednot 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.
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