Fiske Regulatory News (FKE)

29 Aug 2008 07:00



Fiske Plc 

('Fiske' or 'the Company')

Final Results

Fiske Plc (the 'Company') announces its final results for the twelve months ended 31 May 2008. 

Highlights:

The Company makes a profit in the second half of the year despite difficult market conditions;

The Company's dividend is being maintained at 3p thus reflecting the strength of the balance sheet and its confidence going forward.

In accordance with rule 26 of the AIM Rules for Companies this information is also available, under the Investors section, at the Company's website, http://www.fiskeplc.com .

For further information please contact:

• Gerry Beaney/Fiona Kindness Grant Thornton UK LLP (Nominated Adviser)

(tel: 020 7383 5100)

• Gerard Luchini, Fiske Plc - Compliance Officer

(tel: 020 7448 4700)

Chairman's Statement

After an encouraging first half year to November 2007 the next six months witnessed tougher conditions. We were profitable in this period but it was marginal. Profit for the second half was £33,000, making a total of £433,000 for the year against last year's £904,000. We maintained our strict control of costs and our strong balance sheet was further improved by the firm's holding in Euroclear shares valued at 31 May 2008 at £1,248,000.

The principal reason for our lower commission revenue in 2008 is that we judge it to be in the best interests of our clients to have a high level of liquidity in their portfolios and thus dealing activity has reduced. In our view this situation will prevail for the rest of the calendar year. Investors are experiencing a banking and credit crisis of a scale that, seeking precedents, we would need to go back 75 years to the 1930s. The 1974 so called secondary banking crisis, which in fact was a full blown banking crisis, was essentially limited to London. The current problems are totally international in nature although the initial spark was sub-prime mortgages in the US. Hopefully 2009 should begin to see increasing stability followed by a restoration of confidence although on a more subdued basis. However the problems will get worse before they get better.

We have the security of a good balance sheet, a growing flow of regular fee income and confidence that we will come through these turbulent times successfully. Accordingly the Board has decided to maintain our second interim dividend at 3p per share.

Earlier this year Byron Harrison decided for personal family reasons to return to Singapore where he has lived for some 15 years. We respect his wishes and he leaves with our goodwill. He remains a significant shareholder.

After the Annual General Meeting this year I will be retiring as Chairman and from the Board. I joined the Board as an independent non-executive Director in November 2002 and so will have been a Director for six years and Chairman for four years. It has been an absorbing period and I leave the company in good shape.

It is the intention of the Board to appoint Clive Harrison, the founder of the company and currently the

Chief Executive, as Chairman to succeed me. We are aware that for fully quoted companies in the UK it is not considered best practice to combine the roles of Chairman and Chief Executive. However Fiske is AIM listed, it is a small company and it is not intended that this arrangement should be permanent. In those circumstances we feel it to be in the best interest of the company. Succession and the successful continuation and growth of the business are the primary goals of the Board.

M J Allen

Chairman

29 August 2008

Consolidated Income Statement

For the year ended 31 May 2008

 

		Notes		2008 £'000		2007 £'000
Fee and commission income		3		3,769		4,516
Fee and commission expenses		3		(913	)	(1,148	)
Net fee and commission income				2,856		3,368
Other income		3		200		114
TOTAL REVENUE				3,056		3,482
Profit on disposal of available-for-sale investments				7		14
(Loss)/profit on investments held for trading				(88	)	63
Operating expenses				(2,706	)	(2,699	)
Write-down of goodwill		12		-		(75	)
Amortisation of intangibles		13		(96	)	(106	)
OPERATING PROFIT		6		173		679
Investment revenue				36		26
Finance income		7		228		202
Finance costs		8		(4	)	(4	)
Profit on disposal of property, plant and equipment				-		1
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION				433		904
Taxation		9		(116	)	(312	)
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION				317		592
PROFIT ATTRIBUTABLE TO EQUITY SHAREHOLDERS				317		592
Basic earnings per share		11		3.8p		7.1p
Diluted earnings per share		11		3.8p		7.1p

Consolidated Balance Sheet

31 May 2008

		Notes		2008 £'000		2007 £'000
ASSETS
NON-CURRENT ASSETS
Goodwill		12		375		375
Other intangible assets		13		45		141
Property, plant and equipment		14		106		152
Available-for-sale investments		16		1,437		542
TOTAL NON-CURRENT ASSETS				1,963		1,210
CURRENT ASSETS
Trade and other receivables		17		8,584		22,552
Investments held for trading		18		353		213
Cash and cash equivalents		19		3,786		4,411
TOTAL CURRENT ASSETS				12,723		27,176
TOTAL ASSETS				14,686		28,386
LIABILITIES
CURRENT LIABILITIES
Trade and other payables		20		9,009		23,161
Current tax liabilities				113		288
TOTAL CURRENT LIABILITIES				9,122		23,449
NON-CURRENT LIABILITIES
Deferred tax liabilities		21		312		118
TOTAL NON-CURRENT LIABILITIES				312		118
TOTAL LIABILITIES				9,434		23,567
EQUITY
Share capital		22		2,087		2,078
Share premium		23		1,187		1,185
Revaluation reserve		23		850		286
Retained earnings		23		1,128		1,270
SHAREHOLDERS' EQUITY				5,252		4,819
TOTAL EQUITY AND LIABILITIES				14,686		28,386

These financial statements were approved by the Board of Directors and authorised for issue on 29 August 2008.

Signed on behalf of the Board of Directors

C F Harrison

Chief Executive Officer

Company Balance Sheet

31 May 2008

 

		Notes		2008 £'000		2007 £'000
ASSETS
NON-CURRENT ASSETS
Goodwill		12		375		375
Other intangible assets		13		45		141
Property, plant and equipment		14		106		152
Investments in subsidiary undertakings		15		432		432
Available-for-sale investments		16		1,437		542
TOTAL NON-CURRENT ASSETS				2,395		1,642
CURRENT ASSETS
Trade and other receivables		17		8,584		22,552
Investments held for trading		18		353		213
Cash and cash equivalents		19		3,786		4,411
TOTAL CURRENT ASSETS				12,723		27,176
TOTAL ASSETS				15,118		28,818
LIABILITIES
CURRENT LIABILITIES
Trade and other payables		20		9,494		23,646
Current tax liabilities				113		288
TOTAL CURRENT LIABILITIES				9,607		23,934
NON-CURRENT LIABILITIES
Deferred tax liabilities		21		312		118
TOTAL NON-CURRENT LIABILITIES				312		118
TOTAL LIABILITIES				9,919		24,052
EQUITY
Share capital		22		2,087		2,078
Share premium		23		1,187		1,185
Revaluation reserve		23		850		286
Retained earnings		23		1,075		1,217
SHAREHOLDERS' EQUITY				5,199		4,766
TOTAL EQUITY AND LIABILITIES				15,118		28,818

These financial statements were approved by the Board of Directors and authorised for issue on 29 August 2008.

Signed on behalf of the Board of Directors

C F Harrison

Chief Executive Officer

Consolidated and Company Cash Flow Statement

For the year ended 31 May 2008

 

			2008				2007
			Group		Company		Group		Company
	Notes		£'000		£'000		£'000		£'000
CASH (USED IN)/GENERATED FROM OPERATING ACTIVITIES	24		(304	)	(304	)	207		207
INVESTING ACTIVITIES
Interest received			228		228		202		202
Dividends received			37		37		26		26
Proceeds on disposal of available-for-sale investments			65		65		153		153
Proceeds on disposal of property, plant and equipment			-		-		5		5
Purchases of available-for-sale investments			(192	)	(192	)	(90	)	(90	)
Purchases of property, plant and equipment			(11	)	(11	)	(25	)	(25	)
NET CASH GENERATED FROM INVESTING ACTIVITIES			127		127		271		271
FINANCING ACTIVITIES
Proceeds from issue of ordinary share capital			11		11		-		-
Dividends paid			(459	)	(459	)	(332	)	(332	)
NET CASH USED IN FINANCING ACTIVITES			(448	)	(448	)	(332	)	(332	)
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS			(625	)	(625	)	146		146
Cash and cash equivalents at beginning of year			4,411		4,411		4,265		4,265
Cash and cash equivalents at end of year			3,786		3,786		4,411		4,411

Consolidated Statement of Recognised Income and Expense

For the year ended 31 May 2008

 

		2008		2007
		£'000		£'000
Gains on revaluation of available-for-sale investments taken to equity		762		136
Deferred tax on revaluation of available-for-sale investments		(198	)	(41	)
INCOME RECOGNISED DIRECTLY IN EQUITY TRANSFERS		564		95
Transfers to profit or loss on sale of available-for-sale investments		-		3
PROFIT FOR THE PERIOD		317		592
TOTAL RECOGNISED INCOME AND EXPENSE FOR THE PERIOD		881		690
Attributable to equity shareholders		881		690

Notes to the Accounts

For the year ended 31 May 2008

1. Accounting policies

Adoption of new and revised standards

The Group has adopted the requirements of International Financial Reporting Standards and International Accounting Standards as endorsed by the EU (collectively "IFRSs") for the first time for the purpose of preparing consolidated financial statements for the year ended 31 May 2008. Transitional disclosures are provided in note 30. In the current year, the Group has adopted IFRS 7 Financial Instruments: Disclosures which is effective for annual reporting periods beginning on or after 1 January 2007, and the related amendments to IAS 1 Presentation of Financial Statements. The impact of the adoption of IFRS 7 and the changes to IAS 1 has been to expand the disclosures required in these financial statements regarding the Group's financial instruments and management of capital (see note 28).

At the date of authorisation of these financial statements, the following Standard which has not been applied in these financial statements was in issue but not yet effective: 

IFRS 8 Operating Segments  The directors anticipate that the adoption of this Standard in future periods will have no material impact on the financial statements of the Group.

(a) Basis of Preparation

These financial statements have been prepared in accordance with IFRS and International Financial Reporting Interpretations Committee ("IFRIC") and with the Companies Act 1985. The consolidated financial statements have been prepared under the historical cost convention, with the exception of financial instruments, which are stated in accordance with IAS 39 Financial Instruments: recognition and measurement.

(b) Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the company and entities controlled by the company (its subsidiaries) made up to 31 May each year. Control is achieved where the company has the power to govern the financial and operating policies of an investee entity so as to obtain benefit from its activities. All intragroup transactions, balances, income and expenses are eliminated on consolidation.

(c) Revenue recognition

The Group follows the principles of IAS 18, 'Revenue Recognition', in determining appropriate revenue recognition policies. Therefore, revenue is recognised to the extent that it is probable that the economic benefits associated with the transaction will flow into the Group.

Stockbroking: Revenue comprises commission and other fees and is recognised when receivable in accordance with the trade date of the underlying transaction.

Corporate Finance: Revenue comprises the value of services supplied by the Group, exclusive of value added tax and retainer fees which are recognised over the length of time of the agreement.

Other income includes dividend income on available-for-sale investments, recognised when an unconditional right to receive the income has been established.

(d) Business combinations

The acquisition of subsidiaries is accounted for using the purchase method. The cost of acquisition is measured as the aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date. As permitted by IFRS 1, the Group has chosen not to restate, under IFRS, business combinations that took place prior to 1 June 2006 the date of transition to IFRS.

 (e) Goodwill

Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any impairment. Goodwill which is recognised as an asset is reviewed for impairment at least annually. Any impairment is recognised immediately and is not subsequently reversed.

For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently where there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying value of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying value of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Goodwill arising on acquisitions before the date of transition to IFRSs has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date.

(f) Property, plant and equipment

All property, plant and equipment are shown at cost less subsequent depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of items. Depreciation is charged so as to write off the cost or valuation of assets over their useful economic lives, using the straight-line method, which are considered to be as follows:

 

Office refurbishment		-		5 years
Office furniture and equipment		-		4 years
Computer equipment		-		3 years

The assets' residual values and useful lives are reviewed, and if appropriate asset values are written down to their estimated recoverable amounts, at each balance sheet date. Gains and losses on disposals are determined by comparing proceeds with the carrying amounts, and are included in the income statement.

(g) Impairment of intangible assets

Our policy is to amortise intangible assets over the life of the contract, in this instance, the period to 31 October 2008.

At each balance sheet date, the Group reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

 (h) Available-for-sale investments

Investments previously classified as fixed asset investments have been re-classified as available-for-sale investments, and initially recognised at fair value. Subsequent available-for-sale investments are recognised and derecognised on a trade date where a purchase or sale of an investment is effected under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at cost, including transaction costs.

At subsequent reporting dates, available-for-sale investments are measured at fair value. Gains or losses arising from changes in fair value are recognised directly in equity, until the security is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is included in the net profit or loss for the period. Impairment losses recognised in profit or loss are not subsequently reversed through profit or loss. 

The fair values of available-for-sale investments quoted in active markets are determined by reference to the current quoted bid price. Where independent market prices are not available, fair values may be determined using valuation techniques with reference to observable market data.

(i) Trade and other receivables

Trade and other receivables are measured at initial recognition at fair value. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

(j) Investments held for trading

Investments, which from time to time may include derivatives, including traded options and warrants traded on an exchange, are measured at market value.

(k) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to known amounts of cash and are subject to insignificant risk of changes in value. Such investments are normally those with original maturities of three months or less.

(l) Client money

The company holds money on behalf of clients in accordance with the Client Money Rules of the Financial Services Authority. With the exception of money arising in the course of clients' transactions, as disclosed in note 19, such monies and the corresponding liability to clients are not shown on the face of the balance sheet as the company has no beneficial entitlement thereto. The amount so held on behalf of clients at the year end is stated in note 27.

(m) Trade and other payables

Trade and other payables are recognised initially at fair value, which is the agreed market price at the time goods or services are provided. The Group accrues for all goods and services consumed but as yet unbilled at amounts representing management's best estimate of fair value.

(n) Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

(o) Dividends

Interim equity dividends are recognised when paid.

(p) Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

When the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the income statement over the remaining vesting period.

Where equity instruments are granted to persons other than employees, the income statement is charged with the fair value of the goods and services received.

There has been no material share options charge to the income statement to date and therefore no disclosure appears in these financial statements.

(q) Taxation

The tax expense represents the sum of the tax currently payable and the deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

(r) Foreign currencies

The individual financial statements of each group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group company are expressed in pounds sterling, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.

In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical costs in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.

(s) Leases

Operating lease rentals are charged to the income statement on a straight-line basis over the term of the lease. Reverse premiums and similar incentives received to enter into operating lease agreements are released to income statement over the period to the date on which the rent is first expected to be adjusted to the prevailing market rate. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.

2. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group's accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period.

Allowance for bad debts

The Group makes provision for any outstanding monies due from clients which it believes will not be recovered. This is based on past experience and detailed analysis of the outstanding position particularly with regard to the value of customers' portfolios relative to the monies owed.

Fair value of investments

The Group currently holds an investment in Euroclear Plc, which is held as an available-for-sale financial asset and measured at fair value at the balance sheet date. The Euroclear Plc shares do not trade in an active market, and therefore a view is formed as to fair value based on the most recent published earnings and the net asset value.

Impairment

The assets on the balance sheet are reviewed for any indications of impairment. This is done with reference to the recoverability and market value of the assets concerned but may involve an element of judgement or estimation in determining whether there are any indications of impairment and if so, the extent of any impairment loss.

3. Total Revenue

Total revenue comprises:

 

		2008		2007
		£'000		£'000
Commission receivable		3,248		3,701
Corporate finance and retainer fees		121		463
Investment management fees		400		352
		3,769		4,516
Commission payable to associates		(886	)	(1,102	)
Commission payable to third parties		(27	)	(46	)
		(913	)	(1,148	)
		2,856		3,368
Other income		200		114
		3,056		3,482

All revenue in the current and prior year is generated in the UK and derives solely from the provision of financial services.

4. Staff Costs

The average number of employees, including directors, employed by the company within each category of persons was:

 

		2008		2007
		No.		No.
Dealing and sales		8		7
Settlement		9		9
Administration		8		8
		25		24
Employees', including directors', costs comprise:
		2008		2007
		£'000		£'000
Wages, salaries and other staff costs		1,317		1,298
Social security costs		152		146
		1,469		1,444

5. Directors

(a) Directors' emoluments comprise:

 

		2008				2007
		£'000				£'000
Emoluments		673				469
Highest paid director's remuneration:
Emoluments		131				133

Information regarding directors' share options is shown under Directors' Interests in the Directors' Report.

The emoluments of the directors for the current and previous year are as follows:

 

		Gross
		salary		Bonus		Fees		Commission		Benefits		Total
31 May 2008		£'000		£'000		£'000		£'000		£'000		£'000
M J Allen		-		-		31		-		-		31
A J Andrews		89		20		-		-		1		110
B A F Harrison (i)		90		5		-		-		-		95
C F Harrison		78		20		-		-		33		131
J P Q Harrison		67		5		-		-		1		73
F G Luchini		96		5		-		-		2		103
A D Meech		66		5		-		26		3		100
S J Cockburn		-		-		15		-		-		15
M H W Perrin		-		-		15		-		-		15
		486		60		61		26		40		673

(i) Resigned 31 March 2008.

 

		Gross
		salary		Bonus		Fees		Commission		Benefits		Total
31 May 2007		£'000		£'000		£'000		£'000		£'000		£'000
M J Allen		-		-		31		-		-		31
A J Andrews		1		-		-		-		-		1
B A F Harrison		75		-		-		-		1		76
C F Harrison		99		10		-		-		24		133
J P Q Harrison		1		-		-		-		-		1
F G Luchini		92		-		-		-		3		95
A D Meech		64		-		-		27		3		94
S J Cockburn		-		-		15		-		-		15
M H W Perrin		-		-		23		-		-		23
		332		10		69		27		31		469

(b) Directors' balances

The directors' trading balances have been included within trade receivables and payables and directors' current account balances are included in other payables.

Directors and staff are entitled to deal in securities through Fiske plc in accordance with "in house" dealing rules, which include the provision that directors and staff are entitled to reduced commission rates.

6. Operating profit

 

			2008 £'000	2007 £'000
The operating profit is arrived at after charging:
Auditors' remuneration for the audit			58	62
Other fees payable to auditors - Interim review			5	7
		- Tax compliance	14	16
		- IFRS advice	5	-
		- PAYE advice	7	23
Operating lease rentals - Land and buildings			171	175
	- Other		4	1

7. Finance income

 

	2008£'000	2007 £'000
Interest receivable:
Banks	228	202
	228	202

8. Finance costs

 

	2008	2007
	£'000	£'000
Interest payable:
Bank loans, overdrafts and other interest payable	4	4

9. Tax

Analysis of tax charge on ordinary activities

 

	2008	2007
	£'000	£'000
Current tax
Current year	115	289
Prior year adjustment	5	16
	120	305
Deferred tax
Current year	(4)	7
Total tax charge (to income statement)	116	312

Factors affecting the tax charge for the year

The standard rate of tax for the year, based on the United Kingdom standard rate of corporation tax, is 28% (2007 -30%).

The charge for the year can be reconciled to the profit per the income statement as follows:

 

		2008			2007
		£'000			£'000
Profit before tax		433			904
Charge on profit on ordinary activities at standard rate		121			271
Effects of:
Expenses not deductible in determining taxable profit		10			42
Effect of tax rate change		8			-
Capital allowances less than/(in excess of) depreciation		-			(1	)
Double tax relief		(4	)		(3	)
Small company relief		(24	)		(13	)
Adjustment to tax charge in respect of prior years		5			16
Current year total		116			312

10. Dividends paid

 

		2008			2007
		£'000			£'000
Second interim paid in 2007/08 for the year 2006/07		249			166
First interim dividend		210			166
		459			332
Second interim dividend proposed		250			249

The dividends listed above were or will be paid to holders of 8,340,245 ordinary 25p shares.

The Employee Share Option Scheme, which held shares to the benefit of nominated employees, waived the entitlement to any dividend on its holding of 9,490 ordinary shares at 25p each (2007 - 9,490 ordinary shares of 25p each).

11. Earnings per share

Basic earnings per share has been calculated by dividing the profit on ordinary activities after taxation by the weighted average number of shares in issue during the year. Diluted earnings per share is basic earnings per share adjusted for the effect of conversion into fully paid shares of the weighted average number of share options during the year.

Headline earnings per share has been calculated in accordance with the definition in the Institute of Investment Management Research ("IIMR") Statement of Investment Practice No. 1, 'The Definition of IIMR Headline Earnings', in order to take out the exceptional gain arising on disposal of certain available-for-sale investments, as follows:

 

31 May 2008		Basic eps		Headline eps		Diluted Basic eps		Diluted Headline eps
		£'000		£'000		£'000		£'000
Profit on ordinary activities after taxation		317		317		317		317
Adjustment to reflect impact of dilutive share options		-		-		4		4
Earnings		317		317		321		321
Number of shares (000's)		8,331		8,331		8,400		8,400
Earnings per share (pence)		3.8		3.8		3.8		3.8

 

31 May 2007		Basic eps		Headline eps		Diluted Basic eps		Diluted Headline eps
		£'000		£'000		£'000		£'000
Profit on ordinary activities after taxation		592		592		592		592
Add: Goodwill written off after taxation		-		75		-		75
Adjustment to reflect impact of dilutive share options		-		-		2		2
Earnings		592		667		594		669
Number of shares (000's)		8,300		8,300		8,379		8,379
Earnings per share (pence)		7.1		8.0		7.1		8.0

 

						31 May 2008		31 May 2007
Number of shares (000's):
Weighted average number of shares						8,331		8,300
Dilutive effect of share option scheme						69		79
						8,400		8,379

12. Goodwill

 

Group and Company		Fund Management acquisition		Total
		£'000		£'000
Cost
At 1 June 2006		1,146		1,146
At 1 June 2007		1,146		1,146
At 31 May 2008		1,146		1,146
Accumulated amortisation
At 1 June 2006		696		696
Charge for the year		75		75
At 1 June 2007		771		771
At 31 May 2008		771		771
Net book value
At 31 May 2008		375		375
At 31 May 2007		375		375

13. Other intangible assets

 

Group and Company		Systems licence		Total
		£'000		£'000
Cost
At 1 June 2006		282		282
At 1 June 2007		282		282
At 31 May 2008		282		282
Accumulated amortisation
At 1 June 2006		35		35
Charge for the year		106		106
At 1 June 2007		141		141
Charge for the year		96		96
At 31 May 2008		237		237
Net book value
At 31 May 2008		45		45
At 31 May 2007		141		141

14. Property, plant and equipment

 

		Office
		furniture and		Computer		Office
Group		equipment		equipment		refurbishment		Total
		£'000		£'000		£'000		£'000
Cost
At 1 June 2007		139		136		175		450
Additions		2		9		-		11
Disposals		(11	)	(39	)	-		(50	)
At 31 May 2008		130		106		175		411
Accumulated depreciation
At 1 June 2007		132		116		50		298
Charge for the year		7		15		35		57
Disposals		(11	)	(39	)	-		(50	)
At 31 May 2008		128		92		85		305
Net book value
At 31 May 2008		2		14		90		106
At 31 May 2007		7		20		125		152

 

		Office
		furniture and		Computer		Office
Company		equipment		equipment		refurbishment		Total
		£'000		£'000		£'000		£'000
Cost
At 1 June 2007		139		128		175		442
Additions		2		9		-		11
Disposals		(11	)	(39	)	-		(50	)
At 31 May 2008		130		98		175		403
Accumulated depreciation
At 1 June 2007		132		108		50		290
Charge for the year		7		15		35		57
Disposals		(11	)	(39	)	-		(50	)
At 31 May 2008		128		84		85		297
Net book value
At 31 May 2008		2		14		90		106
At 31 May 2007		7		20		125		152

15. Investment in subsidiary undertakings

 

		2008		2007
Company		£'000		£'000
Cost		432		432

The following is the principal subsidiary of the company at 31 May 2008 and at the date of these financial statements.

Incorporated in the UK:

 

				Proportion of
				nominal value and
		Class of		voting rights held by		Nature of
		shares		parent company		business
Ionian Group Limited		Ordinary		100%		Intermediate holding company

16. Available-for-sale investments

 

		2008		2007
Group and Company		£'000		£'000
Listed		189		62
Unlisted		1,248		480
Available-for-sale investments carried at fair value		1,437		542

The shares included above represent investments in equity securities that present the Group with the opportunity for return through dividend income and capital gains. These shares are not held for trading and are accordingly classified as available-for-sale.

17. Trade and other receivables

 

		2008				2007
		Group		Company		Group		Company
		£'000		£'000		£'000		£'000
Counterparty debtors		4,755		4,755		17,916		17,916
Trade receivables		3,473		3,473		4,207		4,207
		8,228		8,228		22,123		22,123
Other debtors		84		84		98		98
Prepayments and accrued income		272		272		331		331
		8,584		8,584		22,552		22,552

Trade receivables

Included in the Group's trade receivables balance are debtors with a carrying amount of £127,000 (2007 - £82,000) which are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts are still considered recoverable.

Ageing of past due but not impaired trade receivables:

 

		2008		2007
		£'000		£'000
0 - 15 days		126		82
16 - 30 days		-		-
31 - 60 days		1		-
		127		82

Counterparty receivables

Included in the Group's counterparty receivables are debtors with a carrying amount of £304,000 (2007 - £217,000) which are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts are still considered recoverable.

Ageing of past due but not impaired counterparty receivables:

 

		2008		2007
		£'000		£'000
0 - 30 days		219		128
31 - 60 days		85		89
		304		217

18. Investments held for trading

 

		2008				2007
		Group		Company		Group		Company
		£'000		£'000		£'000		£'000
Listed		353		353		213		213

19. Cash and cash equivalents

Cash and cash equivalents includes £774,000 (2007 - £921,000) received in the course of settlement of client bargains.

This amount is held by the company in trust on behalf of clients but may be utilised to complete settlement of outstanding bargains.

20. Trade and other payables

 

		2008				2007
		Group		Company		Group		Company
		£'000		£'000		£'000		£'000
Counterparty creditors		5,106		5,106		5,087		5,087
Trade payables		3,517		3,517		17,555		17,555
		8,623		8,623		22,642		22,642
Amount owed to group undertakings		-		485		-		485
Sundry creditors and accruals		386		386		519		519
		9,009		9,494		23,161		23,646

21. Deferred taxation

 

				Available-
		Capital		for-sale		Deferred tax
Group and Company		allowances		investments		liability
		£'000		£'000		£'000
At 1 June 2007		(5	)	123		118
Credit for the year		(4	)	-		(4	)
Charge to statement of recognised income and expense		-		198		198
At 31 May 2008		(9	)	321		312

22. Called up share capital

 

		2008				2007
		No. of shares				No. of shares
		'000		£'000		'000		£'000
Authorised:
Ordinary shares of 25p		12,000		3,000		12,000		3,000
Allotted and fully paid:
Ordinary shares of 25p		8,350		2,087		8,310		2,078

Included within the allotted and fully paid share capital were 9,490 ordinary shares of 25p each (2007 - 9,490 ordinary shares of 25p each) held for the benefit of employees.

At 31 May 2008 the following options to subscribe for ordinary shares of 25p each granted to staff and associates (being in addition to those granted to directors as set out in the Directors' Report) were outstanding:

 

						Date from
Grant date		No. of options		Exercise price		which exercisable
11 September 2003		25,000		50.00p		11 September 2006
11 November 2003		37,500		80.00p		12 November 2006

23. Reconciliation of shareholders' funds and statement of movement on reserves

 

	Share		Share		Revaluation		Retained
Group	capital		premium		reserve		earnings		Total
	£'000		£'000		£'000		£'000		£'000
Balance at 1 June 2006	2,078		1,185		188		1,010		4,461
Revaluation of available-for-sale investments	-		-		98		-		98
Profit for the financial year	-		-		-		592		592
Dividends paid	-		-		-		(332	)	(332	)
Balance at 1 June 2007	2,078		1,185		286		1,270		4,819
Issue of ordinary share capital	9		2		-		-		11
Revaluation of available-for-sale investments	-		-		762		-		762
Deferred tax on revaluation of available-for-sale
investments	-		-		(198	)	-		(198	)
Profit for the financial year	-		-		-		317		317
Dividends paid	-		-		-		(459	)	(459	)
Balance at 31 May 2008	2,087		1,187		850		1,128		5,252

 

	Share		Share		Revaluation		Retained
Company	capital		premium		reserve		earnings		Total
	£'000		£'000		£'000		£'000		£'000
Balance at 1 June 2006	2,078		1,185		188		957		4,408
Revaluation of available-for-sale investments	-		-		98		-		98
Profit for the financial year	-		-		-		592		592
Dividends paid	-		-		-		(332	)	(332	)
Balance at 1 June 2007	2,078		1,185		286		1,217		4,766
Issue of ordinary share capital	9		2		-		-		11
Revaluation of available-for-sale investments	-		-		762		-		762
Deferred tax on revaluation of available-for-sale
investments	-		-		(198	)	-		(198	)
Profit for the financial year	-		-		-		317		317
Dividends paid	-		-		-		(459	)	(459	)
Balance at 31 May 2008	2,087		1,187		850		1,075		5,199

24. Notes to cash flow statement

 

	2008				2007
	Group		Company		Group		Company
	£'000		£'000		£'000		£'000
Operating profit	173		173		679		679
Profit on disposal of available-for-sale investments	(7	)	(7	)	(14	)	(14	)
Depreciation of property, plant and equipment	57		57		61		61
Write-down of goodwill	-		-		75		75
Amortisation of intangibles	96		96		106		106
Increase in investments held for trading	(140	)	(140	)	(213	)	(213	)
Decrease/(increase) in receivables	13,968		13,968		(15,755	)	(15,755	)
(Decrease)/increase in payables	(14,152	)	(14,152	)	15,443		15,443
Cash (used in)/generated by operations	(5	)	(5	)	382		382
Interest paid	(4	)	(4	)	(4	)	(4	)
Tax paid	(295	)	(295	)	(171	)	(171	)
Net cash (used in)/generated from operating activities	(304	)	(304	)	207		207

25. Contingent liabilities

In the ordinary course of business, the company has given letters of indemnity in respect of lost certified stock transfers and share certificates. While the contingent liability arising thereon is not quantifiable, it is not believed that any material liability will arise under these indemnities.

26. Financial commitments

Operating leases

At 31 May 2008 the company was committed to making the following payments during the next year in respect of operating leases:

 

		2008				2007
		Land and				Land and
		buildings		Other		buildings		Other
		£'000		£'000		£'000		£'000
Leases which expire:
Within two to five years		172		5		175		5

27. Clients' money

At 31 May 2008 amounts held by the company on behalf of clients in accordance with the Client Money Rules of the Financial Services Authority amounted to £44,981,000 (2007 - £42,194,000). The company has no beneficial interest in these amounts and accordingly they are not included in the balance sheet.

28. Financial instruments

Capital risk management

The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders. The Group's capital structure consists of cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. The Group has no debt.

Externally imposed capital requirement

The Group is subject to the minimum capital requirements imposed by the Financial Services Authority (FSA), and has complied with those requirements throughout both financial periods. Capital adequacy and capital resources are monitored by the Group on the basis of the Capital Requirements Directive. The Group has a strong balance sheet, and has maintained regulatory capital at a level in excess of its capital requirement. The Group's capital requirement is under continuous review as part of the Internal Capital Adequacy Assessment Process.

Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis for measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument, are disclosed in the accounting policies in note 1.

Categories of financial instruments

 

		2008				2007
		Group		Company		Group		Company
		£'000		£'000		£'000		£'000
Available-for-sale investments		1,437		1,437		542		542
Trade and other receivables		8,584		8,584		22,552		22,552
Investments held for trading		353		353		213		213
Cash and cash equivalents		3,786		3,786		4,411		4,411
Trade and other payables		9,009		9,494		23,161		23,646

The carrying value of each class of financial asset denoted above approximates to its fair value.

The Group's finance function monitors and manages the financial risks relating to the operations of the Group. The Group is exposed to market risk, other price risk, interest rate risk, credit risk and liquidity risk.

The Board of Directors monitor risks and implement policies to mitigate risk exposures.

Market risk

The Group is mainly exposed to market risk in respect of its trading as agent in equities and debt instruments. There has been no change to the Group's exposure to market risks or the manner in which it manages and measures the risks.

Other price risk

The Group is exposed to equity price risks arising from equity instruments. Equity instruments are designated as available for sale and are held for strategic rather than trading purposes. The Group does not actively trade these investments.

Interest rate risk management

The Group has no borrowings and is therefore not exposed to interest rate risk in that respect. The Group's exposure to interest rates on financial assets is detailed in the liquidity risk management section of this note.

Credit risk management

Credit risk refers to the risk that a third party will default on its contractual obligations resulting in financial loss to the Group. Trade receivables consist of a large number of customers, spread across institutional and private clients. Ongoing credit evaluation is performed on the trading history and financial condition of accounts receivable.

The Group does not have any significant credit risk exposure to any single third party or any group of third parties having similar characteristics. The credit risk on liquid funds is limited because the third parties are banks with high credit-ratings assigned by international credit-rating agencies.

The amount that best represents its maximum exposure to credit risk at the reporting date is £8,312,000 (2007 - £22,221,000). In respect of the credit quality of financial assets that are neither past due or impaired the directors are of the opinion that such balances are fully recoverable.

Liquidity risk management

The Group manages liquidity risk by maintaining adequate reserves and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. In respect of counterparty creditors and trade payables the amounts due are all payable between 0 - 30 days.

Sensitivity analysis

Equity

The fair values of all available-for-sale investments and their exposure to equity price risks at the reporting date are based on the accounting policy in note 1(h). If equity prices had been 5% higher/lower the revaluation reserve would increase/decrease by £72,000 (2007 - increase/decrease by £27,000)

In respect of investments held for trading purposes and their exposure to equity price risks at the reporting date, if equity prices had been 5% higher, net profit for the year ended 31 May 2008 would have been £18,000 higher (2007 - £11,000 higher) and vice versa if prices were lower.

Cash

The Group's financial cash asset of £3,786,000 (2007 - £4,411,000) is held at a fixed interest rate and is available on demand. The financial statements are not materially affected by reasonable interest rate movements.

29. Related party transactions Group

Transactions between the company and its subsidiaries which are related parties, have been eliminated on consolidation and are not disclosed in this note.

Directors' transactions

The Group and Company received by way of a service fee £111,000 (2007 - £111,000) from The Investment Company Plc, a company of which S. J. Cockburn is a director and holds an interest.

30. Reconciliation of equity, net assets and profit under UK GAAP to IFRS

Fiske Plc reported under UK GAAP in its previously published financial statements for the year ended 31 May 2007. The analyses that follow show reconciliations of equity, net assets and profit as at 31 May 2007 to the revised equity, net assets and profit as reported in these financial statements. In addition there is a reconciliation of net assets under UK GAAP to IFRS at the transition date of the Group, being 1 June 2006.

(i) Reconciliation of equity at 1 June 2006 (Date of transition to IFRS)

 

				Effect of transition to IFRS
Group				UK GAAP		Re-measurement		Re-classification		IFRS
		Notes		£'000		£'000		£'000		£'000
ASSETS
NON-CURRENT ASSETS
Goodwill		a		-		-		450		450
Other intangible assets		c		697		-		(450	)	247
Fixed asset investments				176		268		(444	)	-
Tangible fixed assets				192		-		(192	)	-
Property, plant and equipment		d		-		-		192		192
Available-for-sale investments		e		-		-		444		444
TOTAL NON-CURRENT ASSETS				1,065		268		-		1,333
CURRENT ASSETS
Trade and other receivables				-		-		6,804		6,804
Market and client debtors				6,518		-		(6,518	)	-
Other debtors				298		-		(298	)	-
Cash and cash equivalents				4,265		-		-		4,265
TOTAL CURRENT ASSETS				11,081		-		(12	)	11,069
TOTAL ASSETS				12,146		268		(12	)	12,402
LIABILITIES
CURRENT LIABILITIES
Trade and other payables				-		-		7,718		7,718
Creditors: amounts falling due within one year				7,873		-		(7,873	)	-
Current tax liabilities		f		-		-		155		155
TOTAL CURRENT LIABILITIES				7,873		-		-		7,873
NON-CURRENT LIABILITIES
Deferred tax liabilities		g		-		80		(12	)	68
TOTAL NON-CURRENT LIABILITIES				-		80		(12	)	68
TOTAL LIABILITIES				7,873		80		(12	)	7,941
EQUITY
Share capital				2,078		-		-		2,078
Share premium				1,185		-		-		1,185
Revaluation reserve				-		188		-		188
Retained earnings				1,010		-		-		1,010
Shareholders' equity				4,273		188		-		4,461
TOTAL EQUITY AND LIABILITIES				12,146		268		(12	)	12,402

 (ii) Reconciliation of equity at 31 May 2007

 

				Effect of transition to IFRS
Group				UK GAAP		Re-measurement		Re-classification		IFRS
		Notes		£'000		£'000		£'000		£'000
ASSETS
NON-CURRENT ASSETS
Goodwill		a		-		-		375		375
Other intangible assets		c		516		-		(375	)	141
Fixed asset investments				133		409		(542	)	-
Tangible fixed assets				152		-		(152	)	-
Property, plant and equipment		d		-		-		152		152
Available-for-sale investments		e		-		-		542		542
TOTAL NON-CURRENT ASSETS				801		409		-		1,210
CURRENT ASSETS
Trade and other receivables				-		-		22,552		22,552
Market and client debtors				22,123		-		(22,123	)	-
Other debtors				434		-		(434	)	-
Current asset investments				213		-		(213	)	-
Investments held for trading				-		-		213		213
Cash and cash equivalents				4,411		-		-		4,411
TOTAL CURRENT ASSETS				27,181		-		(5	)	27,176
TOTAL ASSETS				27,982		409		(5	)	28,386
LIABILITIES
CURRENT LIABILITIES
Trade and other payables				-		-		23,161		23,161
Creditors: amounts falling due within one year				23,449		-		(23,449	)	-
Current tax liabilities		f		-		-		288		288
TOTAL CURRENT LIABILITIES				23,449		-		-		23,449
NON-CURRENT LIABILITIES
Deferred tax liabilities		g		-		123		(5	)	118
TOTAL NON-CURRENT LIABILITIES				-		123		(5	)	118
TOTAL LIABILITIES				23,449		123		(5	)	23,567
EQUITY
Share capital				2,078		-		-		2,078
Share premium				1,185		-		-		1,185
Revaluation reserve				-		286		-		286
Retained earnings				1,270		-		-		1,270
Shareholders' equity				4,533		286		-		4,819
TOTAL EQUITY AND LIABILITIES				27,982		409		(5	)	28,386

 (iii) Reconciliation of profit for the year ended 31 May 2007

 

				Effect of transition to IFRS
Group		UK GAAP		Re-measurement		Re-classification		IFRS
		£'000		£'000		£'000		£'000
Gross commission and similar income		4,516		-		(4,516	)	-
Fee and commission income		-		-		4,516		4,516
Fee and commission expenses		-		-		(1,148	)	(1,148	)
Net fee and commission income		4,516		-		(1,148	)	3,368
Other income		177		-		(63	)	114
Commission payable		(1,148	)	-		1,148		-
GROSS PROFIT/TOTAL INCOME		3,545		-		(63	)	3,482
Profit on disposal of available-for-sale investments		-		-		14		14
Profit/(loss) on disposal of investments		14		-		(14	)	-
Profit on investments held for trading		-		-		63		63
Operating expenses		(2,699	)	-		-		(2,699	)
Write-down of goodwill		-		-		(75	)	(75	)
Amortisation of intangibles		(181	)	-		75		(106	)
OPERATING PROFIT		679		-		-		679
Investment revenue		26		-		-		26
Finance income		202		-		-		202
Finance costs		(4	)	-		-		(4	)
Profit on disposal of property, plant and equipment		1		-		-		1
Profit on ordinary activities before taxation		904		-		-		904
Taxation		(312	)	-		-		(312	)
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION		592		-		-		592
Profit attributable to equity shareholders		592		-		-		592

 (iv) Reconciliation of equity at 1 June 2006 (Date of transition to IFRS)

 

						Effect of transition to IFRS
Company				UK GAAP		Re-measurement		Re-classification		IFRS
				£'000		£'000		£'000		£'000
ASSETS
NON-CURRENT ASSETS
Goodwill		a		-		-		450		450
Other intangible assets		c		697		-		(450	)	247
Fixed Asset investments				176		268		(444	)	-
Tangible fixed assets				192		-		(192	)	-
Property, plant and equipment		d		-		-		192		192
Investments in subsidiary undertakings				432		-		-		432
Available-for-sale investments		e		-		-		444		444
TOTAL NON-CURRENT ASSETS				1,497		268		-		1,765
CURRENT ASSETS
Trade and other receivables				-		-		6,804		6,804
Market and client debtors				6,518		-		(6,518	)	-
Other debtors				298		-		(298	)	-
Cash and cash equivalents				4,265		-		-		4,265
TOTAL CURRENT ASSETS				11,081		-		(12	)	11,069
TOTAL ASSETS				12,578		268		(12	)	12,834
LIABILITIES
CURRENT LIABILITIES
Trade and other payables				-		-		8,203		8,203
Creditors: amounts falling due within one year				8,358		-		(8,358	)	-
Current tax liabilities		f		-		-		155		155
TOTAL CURRENT LIABILITIES				8,358		-		-		8,358
NON-CURRENT LIABILITIES
Deferred tax liabilities		g		-		80		(12	)	68
TOTAL NON-CURRENT LIABILITIES				-		80		(12	)	68
TOTAL LIABILITIES				8,358		80		(12	)	8,426
EQUITY
Share capital				2,078		-		-		2,078
Share premium				1,185		-		-		1,185
Revaluation reserve				-		188		-		188
Retained earnings				957		-		-		957
Shareholders' equity				4,220		188		-		4,408
TOTAL EQUITY AND LIABILITIES				12,578		268		(12	)	12,834

 (v) Reconciliation of equity at 31 May 2007

 

						Effect of transition to IFRS
Company				UK GAAP		Re-measurement		Re-classification		IFRS
				£'000		£'000		£'000		£'000
ASSETS
NON-CURRENT ASSETS
Goodwill		a		-		-		375		375
Other intangible assets		c		516		-		(375	)	141
Fixed asset investments				133		409		(542	)	-
Tangible fixed assets				152		-		(152	)	-
Property, plant and equipment		d		-		-		152		152
Investments in subsidiary undertakings				432		-		-		432
Available-for-sale investments		e		-		-		542		542
TOTAL NON-CURRENT ASSETS				1,233		409		-		1,642
CURRENT ASSETS
Trade and other receivables				-		-		22,552		22,552
Market and client debtors				22,123		-		(22,123	)	-
Other debtors				434		-		(434	)	-
Current asset investments				213		-		(213	)	-
Investments held for trading				-		-		213		213
Cash and cash equivalents				4,411		-		-		4,411
TOTAL CURRENT ASSETS				27,181		-		(5	)	27,176
TOTAL ASSETS				28,414		409		(5	)	28,818
LIABILITIES
CURRENT LIABILITIES
Trade and other payables				-		-		23,646		23,646
Creditors: amounts falling due within one year				23,934		-		(23,934	)	-
Current tax liabilities		f		-		-		288		288
TOTAL CURRENT LIABILITIES				23,934		-		-		23,934
NON-CURRENT LIABILITIES
Deferred tax liabilities		g		-		123		(5	)	118
TOTAL NON-CURRENT LIABILITIES				-		123		(5	)	118
TOTAL LIABILITIES				23,934		123		(5	)	24,052
EQUITY
Share capital				2,078		-		-		2,078
Share premium				1,185		-		-		1,185
Revaluation reserve				-		286		-		286
Retained earnings				1,217		-		-		1,217
Shareholders' equity				4,480		286		-		4,766
TOTAL EQUITY AND LIABILITIES				28,414		409		(5	)	28,818

Notes to reconciliations of equity and profit

a) Goodwill

As a result of the adoption of IAS 38, 'Intangible Assets', goodwill previously recognised within other intangible assets has been re-classified to goodwill on the face of the balance sheet.

b) Amortisation

As a result of the adoption of IFRS 3, 'Business Combinations', goodwill is no longer subject to amortisation. Rather its value is appraised annually for any further impairment.

c) Other intangible assets

'Other intangible assets' consist of investment in rights to certain software used in the Company's back office systems, less amortisation expensed since acquisition.

d) Property, plant and equipment

As a result of the adoption of IAS 16, 'Property, Plant and Equipment', items previously classified as tangible fixed assets have been re-classified as property, plant and equipment.

e) Available-for-sale investments

Assets previously classified as fixed asset investments have been re-classified as available-for-sale investments, and recognised at fair value as detailed in the accounting policies. Fair value adjustments to available-for-sale investments

are taken directly to the revaluation reserve.

f) Current tax liabilities

As a result of the adoption of IAS 12, 'Income Taxes', current tax liabilities are shown as a separate line item on the face of the balance sheet.

g) Deferred tax assets and liabilities

The revaluation of available-for-sale investments has given rise to a deferred tax liability. The deferred tax asset arising from UK GAAP accounting has been netted against this liability in arriving at a net deferred tax liability.

Notice of Meeting

Notice is hereby given that an Annual General Meeting of Fiske plc will be held at Salisbury House, London Wall, London EC2M 5QS (entrance via Circus Place) on Wednesday 1 October 2008 at 12.30 p.m. for the following purposes:

Ordinary Business:

1. To receive the Report of the Directors and Auditors and the Accounts for the year ended 31 May 2008.

2. To re-elect Stephen John Cockburn as a director of the company.

3. To reappoint the Deloitte & Touche LLP as auditors and to authorise the board to fix their remuneration.

Special Business:

To consider and, if thought fit, to pass the following Resolutions which will be proposed as to Resolution 4 as an Ordinary Resolution and as to Resolutions 5, 6 and 7 as special resolutions:

4. THAT:

(a) the directors be generally and unconditionally authorised pursuant to section 80 of the Companies Act 1985 ("the Act") to allot any relevant securities (as defined in section 80(2) of the Act) of the company up to a maximum aggregate nominal amount of £626,100 provided that:

(b) this authority shall expire at the conclusion of the next Annual General Meeting of the company after the passing of this resolution unless previously varied, revoked or renewed by the company in general meeting; and

(c) the company shall be entitled to make, prior to the expiry of such authority, any offer or agreement which would or might require relevant securities to be allotted after the expiry of such authority and the directors may allot any relevant securities pursuant to such offer or agreement as if such authority had not expired; and

(d) all prior authorities to allot relevant securities be revoked but without prejudice to the allotment of any relevant securities already made or to be made pursuant to such authorities.

5. THAT:

(a) the company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 163(3) of the Act) of ordinary shares of 25p each in the capital of the company ("ordinary shares") on such terms and in such manner as the directors may from time to time determine provided that:

(b) the maximum number of ordinary shares hereby authorised to be acquired is 834,973;

(c) the minimum price which may be paid for an ordinary share is 25p;

(d) the maximum price which may be paid for an ordinary share is an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which an ordinary share is contracted to be purchased;

(e) unless previously revoked or varied, the authority hereby conferred shall expire at the close of the next Annual General Meeting of the company or 18 months from the date on which this resolution is passed, whichever shall be the earlier; and

(f) the company may make a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase ordinary shares in pursuance of any such contract.

6. THAT:

(a) the directors be granted power pursuant to section 95 of the Companies Act 1985 ("the Act") to allot equity securities (within the meaning of section 94 of the Act) wholly for cash pursuant to the authority conferred on them by Resolution 7 contained in the Notice of the Annual General Meeting of the company of which this Resolution forms part as if section 89(1) of the Act did not apply to any such allotment provided that this power shall be limited to:

(b) the allotment of equity securities, in connection with a rights issue, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange or otherwise in any territory; and for the purposes of this resolution "rights issue" means an offer of equity securities to holders of ordinary shares in proportion to their respective holdings (as nearly as may be); and

(c) the allotment of equity securities up to an aggregate nominal value of £104,350; and

(d) shall expire at the conclusion of the next Annual General Meeting of the company or, if earlier, the date 15 months from the date of passing of this resolution unless previously varied, revoked or renewed by the company in general meeting provided that the company may, before such expiry, make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities pursuant to any such offer or agreement as if the power hereby conferred had not expired; and

(e) all prior powers granted under section 95 of the Act be revoked provided that such revocation shall not have retrospective effect.

7. THAT:

(a) pursuant to Section 9 of the Companies Act 1985, the existing Articles of Association of the Company be deleted in their entirety and the new Articles contained in the document submitted to the Meeting and for the purposes of identification signed by the Chairman, be approved and adopted as the Articles of Association of the Company.

By order of the Board

 

F G Luchini		Registered office:
Secretary		Salisbury House
		London Wall
29 August 2008		London EC2M 5QS

ENDFR FKFKBABKDFFB