CHELVERTON SMALL COMPANIES ZDP PLC
ANNUAL FINANCIAL REPORT FOR THE YEAR
ENDED 30 APRIL 2017
The full Annual Report and Accounts can be accessed via the
Investment Manager's website at www.chelvertonam.com or by
contacting the Company Secretary on telephone 01245 398960.
This Report and Accounts should be read in conjunction with the
Report and Accounts of Chelverton Small Companies Dividend Trust
PLC (“SCDT”).
Strategic Report
The Strategic Report has been prepared in accordance with
Section 414A of the Companies Act 2006 (the “Act”). Its purpose is
to inform members of the Company and help them understand how the
Directors have performed their duty under Section 172 of the Act to
promote the success of the Company.
Chairman’s
Statement
My report on the Group’s activities for the year ended
30 April 2017 is contained within the
Annual Report of SCDT. A copy of the full SCDT Annual Report can be
found on the Investment Manager’s website, www.chelvertonam.com or
is available for inspection at the National Storage Mechanism
(“NSM”) which is situated at www.morningstar.co.uk/uk/nsm.
Lord Lamont of Lerwick
Chairman
14 July 2017
Investment
Manager’s Report
For details of the Group’s activities, development and
performance during the year to 30 April
2017 shareholders should refer to the Annual Report of SCDT,
which can be found on the Investment Manager’s website,
www.chelvertonam.com or is available for inspection at the NSM,
which is situated at www.morningstar.co.uk/uk/nsm.
David
Horner
Chelverton Asset Management Limited
14 July 2017
Other Statutory
Information
Company
Activities, Strategy & Business Model
Chelverton Small Companies ZDP PLC (“SCZ” or the “Company”) was
incorporated on 13 July 2012 as a
wholly owned subsidiary of SCDT, together referred to as the
“Group”. SCZ was especially formed for the issuing of Zero Dividend
Preference (“ZDP”) shares. It raised £8,500,000 before expenses on
28 August 2012 by a placing of 8,500,000 ZDP shares, which are
listed on the UK Official List and admitted to trading on the
London Stock Exchange.
On 1 August 2016, SCZ changed its
name from Small Companies ZDP PLC.
On the 24 March 2017 £1,146,150
was raised before expenses by placing an additional 849,000 ZDP
shares, which are listed on the UK Official List and admitted to
trading on the London Stock Exchange.
Pursuant to a loan agreement between SCZ and SCDT, SCZ has lent
the proceeds of these placings to SCDT. The loan is non-interest
bearing and is repayable three business days before the ZDP share
redemption date of 8 January 2018, or
if required by SCZ, at any time prior to that date in order to
repay the ZDP share entitlement. The funds are to be managed in
accordance with the investment policy of SCDT.
SCZ investment objective
& policy
The objective of SCZ is to provide the final capital entitlement
of the ZDP shares to the holders of the ZDP shares at the
redemption date of 8 January 2018.
The proceeds of the placing of the ZDP shares have been lent to
SCDT under a loan agreement and the funds are managed in accordance
with the investment policy of SCDT.
SCZ has a capital structure comprising unlisted Ordinary shares
and ZDP shares listed on the Official List and traded on the London
Stock Exchange by way of a standard listing. SCZ is a wholly owned
subsidiary of SCDT which is a closed-ended investment company. On
28 August 2012, SCZ placed 8,500,000
ZDP shares at 100p per share and this raised a net total of £8.3
million. The expenses of the placing were borne by SCDT. On
24 March 2017, SCZ placed an
additional 849,000 ZDP shares at 135p per share and this raised a
net total of £1.1 million. The expenses of the placing were
borne by SCDT.
A contribution agreement between SCDT and SCZ has also been made
whereby SCDT will undertake to contribute such funds as would
ensure that SCZ will have in aggregate sufficient assets on
8 January 2018 to satisfy the final
capital entitlement of the ZDP shares of 136.70p per share, being
£12,780,083 in total. This assumes that the parent company and the
Company have sufficient assets as at 8 January 2018 to repay the ZDP shares. To this
extent the Company is reliant upon the investment performance of
the parent company and subject to the principal risks as set out in
the Annual Report of SCDT.
To protect the interests of ZDP shareholders, the loan agreement
contains a restriction on the Group incurring any other borrowings
(other than short-term indebtedness in the normal course of
business, such as when settling share transactions) except where
such borrowings are for the purpose of paying the final capital
entitlement due to holders of ZDP shares.
Based on the value of the Group’s assets as at 30 April 2017 they would have to fall at a rate
of 29.5% per annum for the Company to be unable to meet the full
capital repayment entitlements of the ZDP shares on the scheduled
repayment date of 8 January 2018.
The proceeds of the ZDP issue are being invested by SCDT in
accordance with the investment objective and policy of SCDT, which
is as follows (as extracted from the Annual Report of SCDT):
- The Company’s assets comprise investments in equities in order
to achieve its investment objectives. It is the aim of the Company
to provide both income and capital growth predominantly through
investment in mid and smaller capitalised UK companies admitted to
the Official List of the UK Listing Authority and traded on the
London Stock Exchange Main Market or traded on AIM.
- The Company will not invest in preference shares, loan stock or
notes, convertible securities or fixed interest securities or any
similar securities convertible into shares; nor will it invest in
the securities or other investment trusts or in unquoted
companies.
- There is no set limit on the Company’s gearing.
Performance
The Board reviews performance by reference to a number of key
performance indicators (“KPIs”) and considers that the most
relevant KPI is that which communicates the financial performance
and strength of the Company as a whole being:
- Total return per ZDP share
This is set out below:
|
2017 |
|
2016 |
|
Revenue |
Capital |
Total |
|
Revenue |
Capital |
Total |
|
£’000 |
£’000 |
£’000 |
|
£’000 |
£’000 |
£’000 |
|
|
|
|
|
|
|
|
| Return per ZDP
share |
- |
7.37p |
7.37p |
|
- |
7.02p |
7.02p |
Further KPIs for the parent company can be found in SCDT’s
Annual Report.
Principal Risks
and Uncertainties Facing the Company
Due to the Company’s dependence on SCDT to repay the loan and
provide a contribution to meet the capital entitlement of the ZDP
shareholders other risks faced by the Company are considered to be
the same as for SCDT and these are defined in note 24 of SCDT’s
Annual Report.
Employees,
Environmental, Human Rights and Community Issues
The Board recognises the requirement under Section 414C of the
Act to detail information about employees, human rights and
community issues, including information about any policies it had
in relation to these matters and the effectiveness of these
policies. The Company has no employees and the Board is comprised
entirely of non-executive Directors. Day-to-day management of
the Company and SCDT is delegated to the Investment Manager
(details of the respective management agreements are set out in the
Director’s Report of SCDT’s Annual Report). The Company itself has
no environmental, human rights or community policies. However in
carrying out its activities in relationships with suppliers, by way
of SCDT, the Company aims to conduct itself responsibly, ethically
and fairly.
Current and Future
Developments
The current and future developments of the Company can be
reviewed as part of the Group’s activities for the year ended
30 April 2017 by reference to the
Annual Report and financial statements of SCDT.
Dividends
The Directors do not recommend the payment of a final dividend
in respect of the year ended 30 April
2017.
Gender
Diversity
The Board of Directors of the Company comprised four male
Directors during the year to 30 April
2017. While the Board recognises the benefit of diversity
the key criteria for the appointment of new directors will be the
appropriate skills and experience in the interest of shareholder
value. The Directors are satisfied that the Board currently
contains members with an appropriate breadth of skills and
experience. No new appointments to the Board have been made or are
contemplated at present.
On behalf of the Board
Lord Lamont of Lerwick
14 July
2017
Board of Directors
The Directors are:
The Rt Hon. Lord Lamont of Lerwick* (Chairman), was Chancellor of the
Exchequer between 1990 and 1993. Prior to his appointment, Lord
Lamont was Chief Secretary to the Treasury between 1989 and 1990.
Following his retirement from acting as a Member of Parliament in
1997, he has held numerous positions as a director of various
organisations and funds including, NM Rothschild and Sons Limited.
He is an adviser to BC Partners and Stanhope Capital.
Lord Lamont was appointed to the Board of SCZ on 27 July 2012 and has been a director of the
parent company, SCDT since 2006.
David Harris* is chief
executive of InvaTrust Consultancy Limited. The company specialises
in marketing issues relating to the investment and financial
services industry. He writes regular articles for the national and
trade press on investment matters. From 1995 to 1999 he was a
director of the AIC with specific responsibility for training and
education of independent financial advisers. He is a non-executive
director of the Character Group PLC, Aseana Properties Limited,
F&C Managed Portfolio Trust PLC and Manchester and London Investment Trust
PLC.
Mr Harris was appointed to the Board of SCZ on 27 July 2012 and has been a director of the
parent company, SCDT since 2000.
William van Heesewijk began his career with Lloyds Bank
International in 1981, working for both the merchant banking and
investment management arms. He has been involved in the investment
trust industry since 1987 in various capacities. During his tenure
with Fidelity Investments International, Gartmore Investment
Management PLC and BFS Investments PLC; he managed several launches
of onshore and offshore investment funds, including a number of
roll-overs and reconstructions involving complex capital structures
and across several geographic regions. His roles involved business
development, project management, sales and marketing. He is
Business Development Director of Chelverton Asset Management
Limited. He is a member of the Association of Investment Companies
Managers Forum.
Mr van Heesewijk was appointed to
the Board of SCZ on 13 July 2012 and
has been a director of the parent company, SCDT since 2005.
Howard Myles* was a
partner in Ernst & Young from 2001 to 2007 and was responsible
for the Investment Funds Corporate Advisory team. He was previously
with UBS Warburg from 1987 to 2001. Mr Myles began his career in
stockbroking in 1971 as an equity salesman and in 1975 joined
Touche Ross & Co where he
qualified as a chartered accountant. In 1978 he joined W Greenwell
& Co in the corporate broking team and in 1987 moved to SG
Warburg Securities, where he was involved in a wide range of
commercial and industrial transactions in addition to leading
Warburg’s corporate finance function for investment funds. He is
now a non-executive director of Lazard World Trust Fund, Aberdeen
Private Equity Fund Limited, Baker Steel Resources Trust Limited,
JPMorgan Brazil Investment Trust PLC and BBGI SICAV S.A.
Mr Myles was appointed to the Board of SCZ on 13 July 2012 and has been a director of the
parent company, SCDT since 2011. He is Audit Committee Chairman of
SCDT.
* Independent of the Investment Manager
Investment Manager, Secretary and
Registrar
Investment Manager: Chelverton Asset
Management Limited (‘Chelverton’)
Chelverton was formed in 1998 by David
Horner, who has considerable experience of analysing
investments and working with smaller companies. Chelverton is
largely owned by its employees.
Chelverton is a specialist fund manager focused on UK mid and
small companies and has a successful track record. At 31 May 2017, Chelverton had total funds under
management of approximately £650 million including two investment
trust companies and two OEICs. The fund management team comprises
David Horner, David Taylor and James
Baker.
Chelverton is authorised and regulated by the FCA.
Administrator and Corporate Secretary:
Maitland Administration Services Limited
Maitland Administration Services Limited provides company
secretarial and administrative services for the Group. The Maitland
group provides administration and regulatory oversight solutions
for a wide range of investment companies.
Registrar: Share Registrars
Limited
Share Registrars Limited is a CREST registrar established in
2004. The Company provides registration services to over 220
client companies.
Directors’ Report
The Directors present their Report and the financial statements
of the Company for the year ended 30 April 2017. The Company’s
registered number is 08142169.
Directors
Directors who served during the year ended 30 April 2017, all of whom are non-executive were
as follows:
Lord Lamont
D Harris
W van Heesewijk
H Myles
Biographical details of the Directors are given on page 6.
Under the Company’s Articles of Association, Directors are
required to retire at the first Annual General Meeting (“AGM”)
following their appointment, and thereafter at three-yearly
intervals.
The forthcoming Annual General Meeting (“AGM”) will be SCZ’s
fifth AGM. In accordance with the Articles of Association all
Directors stood for re-election at the first AGM in 2013 and at the
AGM held in 2016. Therefore, in accordance with the Articles of
Association, Mr van Heesewijk will
be the only director required to stand for re-election at the 2017
AGM due to his non-independence by virtue of his employment by
Chelverton.
None of the Directors nor any persons connected with them had a
material interest in any of the Company’s transactions,
arrangements or agreements during the period, except Mr
van Heesewijk who by virtue of his
employment with Chelverton is interested in the Investment
Management Agreement with the parent company. None of the Directors
has or has had any interest in any transaction which is or was
unusual in its nature or conditions or significant to the business
of the Company, and which was effected by the Company during the
current financial period.
There have been no loans or guarantees from the Company to any
Director at any time during the year or thereafter.
The Company’s Articles of Association provide the Directors of
the Company, subject to the provisions of UK legislation, with an
indemnity in respect of liabilities which they may sustain or incur
in connection with their appointment. Save for this, there are no
qualifying third party indemnities in place.
Formal performance evaluation of the Directors and the Board has
been carried out and the Board considers that all of the Directors
contribute effectively and have the skills and experience relevant
to the future leadership and direction of the Company.
The rules concerning the appointment and replacement of
Directors are contained in the Company’s Articles of
Association.
Corporate Governance
A formal statement on Corporate Governance is set out on pages 9
and 10 below.
Share Capital
At the year-end and at the date of this report, the issued share
capital of the Company comprised of 50,000 Ordinary shares and
9,349,000 ZDP shares.
50,000 Ordinary shares of £1, each partly paid as to 25p (and
each of which have been issued to SCDT), represent 0.53% of the
total share capital. Holders of Ordinary shares are entitled
to receive notice of, attend and vote at General Meetings of the
Company. Ordinary shares of the Company are not admitted to trading
on a regulated market.
8,500,000 ZDP shares of £1 each were issued on 28 August 2012, pursuant to the placing ZDP
shares represent 99.42% of the total share capital. 849,000
additional ZDP shares for a total consideration of £1.35 each were
issued on 24 March 2017.
Holders of ZDP shares are entitled to receive notice of, attend
and vote at those General Meetings where ZDP shareholders are
entitled to vote. They are not entitled to attend or vote at any
General Meeting of the Company unless the business includes any
resolution to vary, modify or abrogate any of the special rights
attached to the ZDP shares.
Shareholders’ funds and market
capitalisation
At 30 April 2017 the Company had a
market capitalisation of £12,714,640 (2016: £10,837,500) and total
net assets amounted to £13,000 (2016: £13,000).
ISA status
The ZDP shares are eligible for inclusion in ISAs.
Management agreements
The Group’s assets are managed by Chelverton under an agreement
(‘the Investment Management Agreement’) dated 30 April 2006 (effective from 1 December 2005) with the parent company. A
periodic fee is payable quarterly in arrears at an annual rate of
1% of the value of the gross assets under management of the
Group.
These fees are met entirely by the parent company.
The Investment Management Agreement may be terminated by twelve
months’ written notice. There are no additional arrangements in
place for compensation beyond the notice period.
Under another agreement (‘the Administration Agreement’) dated
1 January 2015, company secretarial
services and the general administration of the Group are undertaken
by Maitland Administration Services Limited. Their fee is subject
to review at intervals of not less than three years. The
Administration Agreement may be terminated by six months’ written
notice.
Management fee
The management fee for the Group is charged to and paid in full
by SCDT.
Company Information
- The Company’s capital structure and voting rights are
summarised on pages 8 and 9.
- SCZ is a wholly-owned subsidiary of SCDT.
- The rules concerning the appointment and replacement of
Directors are covered by Article 22 of the Company’s Articles of
Association.
- There are no restrictions concerning the transfer of securities
in the Company; no special rights with regard to control attached
to securities; no agreements between holders of securities
regarding their transfer known to the Company; and no agreements
which the Company is party to that might affect its control
following a successful takeover bid.
- There are no agreements between the Company and its Directors
that provide compensation for loss of office or as a result of a
takeover.
Viability Statement
The Board reviews the performance and progress of the Company
over various time periods and uses these assessments, regular
updates from the Investment Manager and a continuing programme of
monitoring risk, to assess the future viability of the Company. The
Directors consider that a period until the maturity of the ZDPs on
8 January 2018 is the most
appropriate time horizon to consider the Company’s viability and
after careful analysis, the Directors believe that the Company is
viable over this time period.
The Board has reviewed the viability statement of SCDT and has
assessed that SCDT has the necessary financial strength to fulfil
the obligations to SCZ under the loan agreement. SCDT has a liquid
investment portfolio invested predominantly in readily realisable
smaller capitalised.
The Directors have a reasonable expectation that the Company
will be able to continue in operation and meet its liabilities as
they fall due over the period of the assessment.
Going concern
The Company has adopted the going concern basis in preparing the
financial statements consistent with the parent company. The parent
company has adequate financial resources to ensure SCZ will have in
aggregate sufficient assets to satisfy the accrued capital
entitlement and future capital entitlement of the ZDP shares.
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to report from its
operations, nor does it have any responsibility for any other
emission-producing sources under the Companies Act 2006 (Strategic
Report and Directors’ Report) Regulations 2013.
Statement on Corporate Governance
The Company is committed to maintaining high standards of
corporate governance and the Directors are accountable to
shareholders for the governance of the Company’s affairs.
As set out in the Prospectus dated 1 August 2012, SCZ, as
a company with a standard listing, is not required to comply with
the UK Corporate Governance Code and does not intend to do so. In
the Directors’ opinion, the interests of SCZ and SCZ shareholders
are adequately covered by the governance procedures applicable to
SCDT. For example SCDT’s Audit Committee considers the financial
reporting procedures and oversees the internal control and risk
management systems for the Group as a whole and the Directors see
no benefit in convening a separate Audit Committee for SCZ.
Auditor
The Auditor, Hazlewoods LLP, has indicated their willingness to
continue in office until such time as the audit tender process for
the 2018 audit is completed, and a resolution proposing their
re-appointment and authorising the Directors to determine their
remuneration for the ensuing year will be submitted at the
forthcoming Annual General Meeting on 7
September 2017.
The Directors who were in office on the date of approval of
these financial statements have confirmed, as far as they are each
aware, that there is no relevant audit information of which the
Auditors are unaware. Each of the Directors have confirmed that
they have taken all the steps that they ought to have taken as
Directors in order to make themselves aware of any relevant audit
information and to establish that it has been communicated to the
Auditor. The Directors consider that the accounts taken as a
whole are fair, balanced and understandable.
Annual General Meeting
A formal Notice convening the second Annual General Meeting to
be held on 7 September 2017 can be
found on page 26.
On behalf of the Board
Lord Lamont of Lerwick
Chairman
14 July 2017
Directors’ Remuneration Report
The Board has prepared this report, in accordance with the
requirements of Schedule 8 to the Large and Medium-sized Companies
and Groups (Accounts and Reports) (Amendments) Regulations 2013.
Ordinary resolutions for the approval of this report and the
Directors’ Remuneration Policy shall be put to shareholders at the
forthcoming AGM.
The law requires the Group’s Auditor, Hazlewoods LLP, to audit
certain disclosures provided. Where disclosures have been audited,
they are indicated as such. The Auditor’s opinion is included in
their report on pages 14 to 16.
Report from the Company Chairman
As set out in the Directors’ Report, the Company has a standard
listing and is not required to comply with the UK Corporate
Governance Code and does not intend to do so. The Board of the SCDT
considers the Directors’ remuneration for the Group as a whole.
Directors’ Remuneration Policy
The Remuneration Policy for the Company is that no fees are
payable to the Directors in connection with their duties to SCZ.
An Ordinary resolution was put to shareholders to approve
this Policy at the AGM held on 17 September
2014. It is intended that in accordance with the
regulations, an ordinary resolution to approve the Directors’
remuneration policy will be put to shareholders at least once every
three years. Accordingly, a resolution to approve the Remuneration
Policy will be considered at the AGM on 7
September 2017.
Directors are also not eligible for bonuses, pension benefits,
share options, long-term incentive schemes or other benefits, as
the Board does not consider such arrangements or benefits necessary
or appropriate.
The Directors do receive fees relating to their duties to the
parent company, SCDT. This policy will continue for future
years and is set out in full in the Directors’ Remuneration Report
of SCDT.
Directors’ service contracts
None of the Directors has a contract of service with the Company
or the parent company, nor has there been any contract or
arrangement between the Company and any Director at any time during
the period. The terms of their appointment provide that a Director
shall retire and be subject to re-election at the first AGM after
their appointment, and at least every three years after that. A
Director’s appointment can be terminated in accordance with the
Articles and without compensation.
Directors’ emoluments for the year
(audited)
No fees are payable to the Directors regarding their duties to
SCZ.
Directors’ beneficial and family interests
(audited)
|
30 April
2017
ZDP shares |
30 April
2016
ZDP shares |
| Lord Lamont |
10,000 |
10,000 |
| D Harris |
Nil |
Nil |
| H Myles |
Nil |
Nil |
|
|
|
| W van Heesewijk |
Nil |
Nil |
|
|
|
The Directors’ interests in the shares of the parent company are
shown in the Annual Report of SCDT.
Your Company’s performance
The objective of SCZ is to provide the accrued capital
entitlement to the ZDP shareholders. The Company has lent all of
its assets to SCDT and therefore the performance of the Company is
best reflected by looking at the performance of SCDT. The
Directors’ remuneration report within the Annual Report of SCDT
contains a graph comparing the total return (assuming all dividends
are reinvested) to SCDT Ordinary shareholders, compared to the
total shareholder return of the MSCI UK Small Cap Index. A copy of
SCDT’s Annual Report can be found on the Investment Manager’s
website www.chelvertonam.com or is available for inspection at the
NSM, which is situated at www.morningstar.co.uk/uk/nsmhttp:///.
The graph below compares the return to ZDP shareholders with the
MSCI UK Small Cap Index. The MSCI UK Small Cap Index has been
selected as it is considered to represent a broad equity market
index against which the performance of the SCDT’s assets may be
adequately assessed.
Click here for graph.
There has been no demonstration of relative importance of spend
on pay for the Company as no remuneration is payable to
Directors.
Approval
The Directors’ Remuneration Report was approved by the Board on
14 July 2017.
On behalf of the Board of Directors
Lord Lamont of Lerwick
Chairman
14 July 2017
Statement of Directors’
Responsibilities
in respect of the Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulations. The Directors have elected to prepare financial
statements in accordance with International Financial Reporting
Standards (‘IFRSs’) as adopted by the European Union (“EU”).
Company law requires the Directors to prepare such financial
statements in accordance with IFRSs and the Companies Act 2006.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they present fairly the
financial position, financial performance and cash flows of the
Company for that period.
In preparing the Company’s financial statements, the Directors
are required to:
- select suitable accounting policies in accordance with
International Accounting Standard (“IAS”) 8: ‘Accounting Policies,
Changes in Accounting Estimates and Errors’ and then apply them
consistently;
- present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable
information;
- provide additional disclosures when compliance with specific
requirements in IFRSs is insufficient to enable users to understand
the impact of particular transactions, other events and conditions
on the Company’s financial position and financial performance;
- state that the Company has complied with IFRSs, subject to any
material departures disclosed and explained in the financial
statements; and
- make judgements and estimates that are reasonable and
prudent.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the Company’s financial statements comply with the Companies Act
2006 and Article 4 of the IAS Regulation. They are also responsible
for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The Directors are responsible for ensuring that the Directors’
Report and other information included in the Annual Report is
prepared in accordance with applicable company law. They are also
responsible for ensuring that the Annual Report includes
information required by the Listing Rules of the Financial Conduct
Authority.
The Directors are responsible for the integrity of the
information relating to the Company on the Investment Manager’s
website. Legislation in the UK governing the preparation and
dissemination of financial statements differs from legislation in
other jurisdictions.
The Directors confirm that, to the best of their knowledge and
belief:
- the financial statements, prepared in accordance with IFRSs as
adopted by the EU, give a true and fair view of the assets,
liabilities, financial position and profit of the Company;
- the Annual Report includes a fair review of the development and
performance of the Company, together with a description of the
principal risks and uncertainties faced; and
- the Annual Report is fair, balanced and understandable and
provides the information necessary for shareholders to assess the
Company’s performance, business model and strategy.
On behalf of the Board of Directors
Lord Lamont of Lerwick
Chairman
14 July 2017
Independent Auditor’s Report
to the members of Chelverton Small Companies ZDP PLC
We have audited the financial statements of the Company for the
year ended 30 April 2017 which
comprise the Statement of Comprehensive Income, the Balance Sheet
and the related notes. The financial reporting framework that has
been applied in their preparation is applicable law and IFRSs as
adopted by the EU.
This report is made solely to the Company’s members, as a body,
in accordance with chapter 3 of part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them in
an audit report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s members as a body,
for our audit work, for this report or for the opinions we have
formed.
Respective responsibilities of
Directors and Auditor
As explained more fully in the Statement of Directors’
Responsibilities set out on page 13, the Directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view. Our responsibility
is to audit and express an opinion on the financial statements in
accordance with applicable law and International Standards on
Auditing (UK and Ireland). Those
standards required us to comply with the Auditing Practices Board’s
(‘APB’s’) Ethical Standards for Auditors.
Scope of the audit of the financial
statements
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are
appropriate to the Company’s circumstances and have been
consistently applied and adequately disclosed; the reasonableness
of significant accounting estimates made by the Directors; and the
overall presentation of the financial statements. In addition, we
read all the financial and non-financial information in the
Strategic Report and the Directors’ Report to identify material
inconsistencies with the audited financial statements and to
identify any information that is apparently materially incorrect
based on, or materially inconsistent with the knowledge acquired by
us in the course of performing the audit. If we become aware of any
apparent material misstatements or inconsistencies we consider the
implications for our report.
Opinion on financial statements
In our opinion the financial statements:
- give a true and fair view of the state of the Company’s affairs
as at 30 April 2016 and of its net
return and comprehensive income for the year then ended;
- have been properly prepared in accordance with IFRSs as
adopted by the EU;
- have been prepared in accordance with the requirements of the
Companies Act 2006 and Article 4 of the IAS regulations.
Our assessment of risks of material
misstatement
Without modifying our opinion, we highlight the following matter
that is, in our judgement, likely to be most important to users’
understanding of our audit. Our audit procedures relating to this
matter were designed in the context of our audit of the financial
statements as a whole, and not to express an opinion on individual
transactions, balances or disclosures.
Management override of financial
controls
The Company operates a system of financial controls to mitigate
its vulnerability to fraud and its financial statements to material
error and is reliant upon the efficacy of these controls to ensure
that its financial statements present a true and fair view. The
financial statements contain a number of significant accounting
estimates that require an element of judgement on behalf of
management and that are, therefore, potentially open to
manipulation. Our audit work included, but was not restricted to, a
review of all significant management estimates and detailed
consideration of all material judgements applied during the
completion of the financial statements. We also reviewed material
journal entries processed by management during the period. The
Company’s principal accounting policies are included in note 2.
Our application of materiality
We apply the concept of materiality in planning and performing
our audit, in evaluating the effect of any identified misstatements
and in forming our opinion. For the purpose of determining whether
the financial statements are free from material misstatement, we
define materiality as the magnitude of a misstatement or an
omission from the financial statements or related disclosures that
would make it probable that the judgement of a reasonable person,
relying on the information would have been changed or influenced by
the misstatement of omission. We also determine a level of
performance materiality which we use to determine the extent of
testing needed to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the financial statements as a
whole.
We established materiality for the financial statements as a
whole to be £123,000, which is 1% of the value of the Company’s
total assets. For income and expenditure items we determined that
misstatements of lesser amounts than materiality for the financial
statements as a whole would make it probable that the judgement of
a reasonable person, relying on the information would have been
changed or influenced by the misstatement or omission. Accordingly,
we established materiality for revenue items within the income
statement to be £31,000.
An overview of the scope of our
audit
Our audit approach was based on a thorough understanding of the
Company’s business and is risk-based. The maintenance of the
Company’s accounting records is outsourced to third-party service
providers. Accordingly, our audit work is focused on obtaining an
understanding of, and evaluating, internal controls at the Company
and the third-party service providers. We undertook substantive
testing on significant transactions, balances and disclosures, the
extent of which was based on various factors such as our overall
assessment of the control environment, the effectiveness of
controls over individual systems and the management of specific
risks.
Opinion on other matters prescribed by
the Companies Act 2006
In our opinion:
- the part of the Directors’ remuneration report to be audited
has been properly prepared in accordance with the Companies Act
2006;
- the information given in the Strategic Report and the
Directors’ Report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
- the Strategic Report and Directors’ Report have been prepared
in accordance with applicable legal requirements.
In the light of our knowledge and understanding of the Group and
its environment obtained in the course of the audit, we have not
identified material misstatements in the Strategic Report and the
Directors’ Report.
Matters on which we are required to
report by exception
We have nothing to report in respect of the following:
Under the ISAs (UK and Ireland), we are required to report to you if,
in our opinion, information in the Strategic Report and the
Directors’ Report is:
- materially inconsistent with the information in the audited
financial statements; or
- apparently materially incorrect based on, or materially
inconsistent with, our knowledge of the Company acquired in the
course of performing our audit; or
- is otherwise misleading.
In particular, we are required to consider whether we have
identified any inconsistencies between our knowledge acquired
during the audit and the Directors’ Statement that they consider
the Annual Report is fair, balanced and understandable and whether
the Annual Report appropriately discloses those matters that we
communicated to the Audit Committee which we consider should be
disclosed.
Under the Companies Act 2006 we are required to report to you
if, in our opinion:
- adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
- the financial statements and the part of the Directors’
remuneration report to be audited 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.
Under the Listing Rules we are required to review:
- the Directors’ statement, set out on page 10 in relation to
going concern;
Scott
Lawrence (Senior Statutory Auditor),
For and on behalf of Hazlewoods LLP, Statutory Auditor
Cheltenham
14 July 2017
Statement of Comprehensive Income
for the year ended 30 April
2017
|
|
|
2017 |
|
|
|
2016 |
|
|
|
Revenue |
Capital |
Total |
|
Revenue |
Capital |
Total |
|
Note |
£'000 |
£'000 |
£'000 |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
| Income |
|
- |
- |
- |
|
- |
- |
- |
Provision for contribution from SCDT regarding the capital
entitlement of the ZDP shares |
|
-
|
633 |
633 |
|
-
|
597 |
597 |
| Return before
finance costs and taxation |
|
- |
633 |
633 |
|
- |
597 |
597 |
|
|
|
|
|
|
|
|
|
| Appropriations in
respect of ZDP shares |
|
- |
(633) |
(633) |
|
- |
(597) |
(597) |
Net return after finance costs and before taxation |
|
- |
- |
- |
|
- |
- |
- |
|
|
|
|
|
|
|
|
|
| Taxation on
ordinary activities |
2 |
- |
- |
- |
|
- |
- |
- |
|
|
|
|
|
|
|
|
|
| Net return after
taxation |
|
- |
- |
- |
|
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Return per ZDP
share |
4 |
- |
7.37p |
7.37p |
|
- |
7.02p |
7.02p |
The total column of this statement is the Statement of
Comprehensive Income of the Company, prepared in accordance with
IFRSs, as adopted by the EU. All revenue and capital return columns
in the above statement derive from continuing operations. No
operations were acquired or discontinued during the year. All
of the net return for the period is attributable to the
shareholders of the company. The supplementary revenue and
capital columns are presented for information purposes as
recommended by the Statement of Recommended Practice issued by the
AIC.
Balance Sheet
as at 30 April 2017
|
Note |
2017 |
|
2016 |
|
|
£'000 |
|
£'000 |
|
|
|
|
|
| Non-current
assets |
|
|
|
|
| Loans and
receivables |
5 |
12,308 |
|
10,529 |
|
|
|
|
|
| Current
assets |
|
|
|
|
| Trade and other
receivables |
6 |
13 |
|
13 |
|
|
|
|
|
| Total
assets |
|
12,321 |
|
10,542 |
|
|
|
|
|
| Current
liabilities |
|
|
|
|
| ZDP shares |
8 |
(12,308) |
|
(10,529) |
|
|
|
|
|
| Net assets |
|
13 |
|
13 |
|
|
|
|
|
| Represented
by: |
|
|
|
|
| Share capital |
7 |
13 |
|
13 |
|
|
|
|
|
| Equity
shareholders’ funds |
|
13 |
|
13 |
|
|
|
|
|
These financial statements were approved by the Board of
Chelverton Small Companies ZDP PLC and authorised for issue on
14 July 2017 and were signed on
behalf of the Company by:
Lord Lamont of Lerwick,
Chairman
14 July 2017
Company Registered No: 08142169
Notes to the Financial Statements
as at 30 April 2017
1. General information
SCZ is a company incorporated and registered in England and Wales on 13 July
2012 with limited liability under the Companies Act 2006.
All of its Ordinary shares are held by SCDT. It is not regulated by
the Financial Conduct Authority or any commission.
The financial information of the Company for the year ended
30 April 2017 and the year ended
30 April 2016 has also been consolidated into the results of
SCDT.
2. Accounting policies
Basis of preparation
The financial statements of the Company have been prepared in
conformity with IFRSs issued by the International Accounting
Standards Board (as adopted by the EU), and Interpretations issued
by the International Financial Reporting Interpretations Committee,
and applicable requirements of UK company law, and reflect the
following policies which have been adopted and applied
consistently.
The accounting policies adopted in the preparation of the
financial statements are consistent with those of the previous
financial year. There were no IFRS standards or IFRIC
interpretations adopted for the first time in these financial
statements that had a material impact on these financial
statements.
At the date of authorisation of the financial statements, the
following Standards which have not been applied in these financial
statements were in issue but were not yet effective:
• IFRS 7 Financial Instruments: Disclosures – Amendments
requiring disclosures about the initial application of IFRS 9
(effective 1 January 2015 or
otherwise when IFRS 9 is first applied)
• IFRS 9 Financial Instruments – Classification and measurement
of financial assets (effective 1 January
2018)
• IFRS 9 Financial Instruments – Classification and measurement
of financial liabilities and de-recognition requirements from IAS
39 Financial Instruments Recognition and Measurement (effective
1 January 2018)
The Directors do not expect that the adoption of the Standards
listed above will have a material impact on the financial
statements of the Company in future periods.
Convention
The financial statements are presented in Sterling, rounded to
the nearest £’000. The financial statements have been prepared on a
going concern basis. Where presentational guidance set out in the
Statement of Recommended Practice regarding the Financial
Statements of Investment Trust Companies and Venture Capital Trusts
(‘SORP’), issued by the AIC in January
2009, is consistent with the requirements of IFRSs, the
Directors have sought to prepare the financial statements on a
consistent basis compliant with the recommendations of the
SORP.
Segmental reporting
The Company does not engage in any business activities from
which it can earn revenues and therefore segmental reporting does
not apply.
Loans and receivables
The Company holds a non-interest bearing secured loan in SCDT.
Under IAS 39 ‘Financial Instruments: Recognition and Measurement’
the loan is carried at amortised cost using the effective interest
method. Amortised cost represents the initial cost of the loan plus
a proportion of the expected surplus on redemption. The expected
surplus on redemption is allocated to capital at a constant rate
over the life of the loan.
Expenses
All operating expenses of the Company are borne by SCDT.
ZDP shares
ZDP shares issued by the Company are treated as a liability
under IAS 32 ‘Financial Instruments: Disclosure and Presentation’,
and are shown in the Balance Sheet at their redemption value at the
Balance Sheet date. The appropriations in respect of the ZDP shares
necessary to increase the Company’s liabilities to the redemption
values are allocated to capital in the Statement of Comprehensive
Income. This treatment reflects the Board’s long-term expectations
that the entitlements of the ZDP shareholders will be satisfied out
of gains arising on SCDT investments held primarily for capital
growth.
Cash flow statement
The Company is a wholly-owned subsidiary of SCDT and the cash
flows of the Company are included in the consolidated cash flow
statement of the parent undertaking. There were no cash flows
during the year ended 30 April 2017
or 30 April 2016 therefore no cash
flow statement is presented within the financial statements.
In the year ended 30 April 2017, the
receipt of loan funding from the issue of ZDP shares was received
directly by SCDT.
Taxation
There is no charge to UK income taxation as the Company does not
have any income. There are no deferred tax assets in respect of
unrelieved excess expenses as all expenses are borne by SCDT.
3. Directors’ remuneration/Management
fee
The Directors and Manager are remunerated by SCDT and the
amounts in respect of their services as Directors and Manager of
SCZ are not separately identifiable.
4. Return per share
ZDP shares
The capital return per ZDP share is based on appropriations of
£633,000 (2016: £597,000) and on 8,586,063 (2016: 8,500,000) ZDP
shares, being the weighted average number of ZDP shares in issue
during the year.
5. Loans and receivables
The Company has entered into a loan agreement with SCDT whereby
the Company lent SCDT the gross proceeds of £8,500,000 raised from
the placing on 28 August 2012 of
8,500,000 ZDP shares at 100p. The loan is non-interest bearing and
is secured on SCDT’s total assets by a floating charge debenture
entered into between the Company and SCDT. The loan is repayable
three business days prior to the ZDP share redemption date of
8 January 2018 or, if required by the
Company at any time prior to that date in order to repay the ZDP
share entitlement.
On 24 March 2017, the company lent
SCDT the gross proceeds of £1,146,150 raised from the additional
placing of 849,000 ZDP shares at 135p each. The loan is
non-interest bearing and is secured on SCDT’s total assets by a
floating charge debenture entered into between the Company and
SCDT. The loan is repayable three business days prior to the ZDP
share redemption date of 8 January
2018 or, if required by the Company at any time prior to
that date in order to repay the ZDP share entitlement.
A contribution agreement between the Company and SCDT has also
been entered into whereby SCDT will undertake to contribute such
funds as would ensure that the Company will have in aggregate
sufficient assets on 8 January 2018
to satisfy the final capital entitlement of the ZDP shares.
|
2017 |
|
2016 |
|
£’000 |
|
£’000 |
|
|
|
|
| Loan opening book value |
10,529 |
|
9,932 |
| Issue of 849,000 ZDP
shares 24 March 2017 |
1,146 |
|
- |
| Amount receivable from
SCDT under the contribution agreement |
633 |
|
597 |
Loans and receivables |
12,308 |
|
10,529 |
6. Trade and other receivables
|
2017 |
|
2016 |
|
£’000 |
|
£’000 |
|
|
|
|
| Intercompany account |
13 |
|
13 |
7. Share capital
Allotted, issued:
|
2017 |
2017 |
|
2016 |
2016 |
|
Number of
shares |
£’000 |
|
Number of shares |
£’000 |
| Ordinary shares of 100p each –
issued and partly paid as to 25p each |
50,000 |
12,500 |
|
50,000 |
12,500 |
| ZDP shares of 100p each |
8,500,000 |
8,500,000 |
|
8,500,000 |
8,500,000 |
| ZDP shares of 135p each |
849,000 |
1,146,150 |
|
- |
- |
The Company was incorporated on 13 July
2012 with 50,000 ordinary shares in issue partly paid as to
25p each. All of the ordinary shares are held by SCDT.
On 28 August 2012, 8,500,000 ZDP
shares were issued at 100p each. The share issue costs were borne
by SCDT.
On 24 March 2017, 849,000
additional ZDP shares were issued at 135p each. The share
costs were borne by SCDT.
As to dividends
Ordinary shares are entitled to any revenue profits which the
Company may determine to distribute as dividends in respect of any
financial period. It is not expected that any such dividends will
be declared.
The holders of ZDP shares are not entitled to dividends or other
distributions out of the revenue or any other profits of the
Company.
As to capital on a winding up
On a winding up, and after payment of SCZ’s liabilities in full,
holders of ZDP shares are entitled to a payment of an amount equal
to 100p per share, increased daily from 28
August 2012 at such compound rate as will give an
entitlement to 136.70p for each ZDP share at 8 January 2018, £12,780,083 in total.
Following payment of the capital entitlement to the ZDP
shareholders, Ordinary shareholders are entitled to any surplus
assets of the Company.
As to voting
Holders of Ordinary shares are entitled to receive notice of,
attend and vote at General Meetings of the Company.
Holders of ZDP shares are entitled to receive notice of, attend
and vote at those general meetings where ZDP shareholders are
entitled to vote. They are not entitled to attend or vote at any
general meeting of the Company unless the business includes any
resolution to vary, modify or abrogate any of the special rights
attached to the ZDP shares.
Commitment to contribute to the
capital entitlement of the ZDP shares
The Company has entered a contribution agreement with its parent
company, SCDT, pursuant to which SCDT will undertake to contribute
such funds as would ensure that SCZ will have in aggregate
sufficient assets on 8 January 2018
to satisfy the final capital entitlement of the ZDP shares or, if
required by the Company, the accrued capital entitlement at any
time prior to that date. This assumes that SCDT has sufficient
assets to repay the capital entitlement of the ZDP shares. As at
30 April 2017, the Group had total
assets less current liabilities available for repayment of the ZDP
shares of £54,031,154 (2016: £45,606,258). The value of the Group’s
assets would have to fall at a rate
of
29.3% (2016: 30.0%) per annum for it to be unable to meet the full
capital repayment entitlement of the ZDP shares on the scheduled
repayment date of 8 January 2018.
Duration
The Articles of Association provide that the Directors shall
convene a general meeting of the Company to be held on 8 January 2018 or, if that is not a business day,
on the immediately following business day, at which a special
resolution will be proposed requiring the Company to be wound up
unless the Directors shall have previously been released from their
obligations to do so by a special resolution of the Company (such
special resolution having been sanctioned by any necessary class
approval). If no variation of such date is approved and the Company
is not wound up on such date, any holder of more than 1,000 ZDP
shares shall have the right to requisition a general meeting of the
Company to consider a resolution to wind it up.
At the general meeting, those shareholders present, in person or
by proxy or by duly authorised representative who vote in favour of
the resolution to wind up the Company will collectively have such
total number of votes on a poll as is one more than the number of
votes which are required to be cast for the resolution to be
carried. The vote will be taken on a poll.
8. Net asset value per share
The net asset value per ZDP share and the net assets
attributable to the ZDP shareholders are as follows:
|
Net asset value per
share |
Net assets attributable |
|
Net asset value per
share |
Net assets attributable |
|
2017 |
2017 |
|
2016 |
2016 |
|
pence |
£’000 |
|
pence |
£’000 |
|
|
|
|
|
|
| ZDP shares |
131.65 |
12,308 |
|
123.87 |
10,529 |
9. Ultimate parent undertaking
The Company is a wholly owned subsidiary of SCDT which is
registered in England and
Wales under company number
03749536.
10. Related party transactions
The funds lent to SCDT are managed by Chelverton, a company in
which Mr van Heesewijk, a Director
of the Company, has an interest. The Investment Manager is
remunerated by SCDT and the amounts in respect of its services as
Investment Manager of SCZ are not separately identifiable.
11. Financial instruments
Investment objective and investment
policy
The objective of SCZ is to provide the final capital entitlement
of the ZDP shares to the holders of the ZDP shares at the
redemption date of 8 January
2018.
The Company will fulfil its investment objective through the
contribution agreement it has with SCDT, as detailed in note 5 and
7. The contribution from SCDT will provide the capital entitlement
of the ZDP shareholders. The principal risk the Company faces is
therefore, that SCDT would not have sufficient assets to repay the
loan and to make a contribution to fulfil the amount of the capital
entitlement due to the ZDP shareholders. Covenants are in place
between SCDT and the Company that ensure that SCDT will not
undertake certain actions in relation to both itself and the
Company.
Due to the Company’s dependence on SCDT to repay the loan and
provide a contribution to meet the capital entitlement of the ZDP
shareholders other risks faced by the Company are considered to be
the same as for SCDT and these are defined in note 24 of SCDT’s
Annual Report.
SCDT has considerable financial resources and therefore the
Directors believe that the Company is well placed to manage its
business risks and also believe that SCDT will have sufficient
resources to continue in operational existence for the foreseeable
future.
Directors and Advisers
Directors
| Lord Lamont of Lerwick
(Chairman) |
|
| David Harris |
|
| William van
Heesewijk |
|
| Howard Myles |
|
|
|
Principal Group Advisers
| Investment
Manager |
Secretary and
Registered Office |
| Chelverton Asset
Management Limited |
Maitland
Administration Services Limited |
| 12b George Street |
Springfield Lodge |
| Bath BA1 2EH |
Colchester Road,
Chelmsford |
| Tel: 01225 483030 |
Essex CM2 5PW |
|
Tel: 01245 398950 |
|
|
| Registrar and
Transfer Office for the ZDP shares |
Auditor |
| Share Registrars
Limited |
Hazlewoods LLP |
| Suite E, First
Floor |
Windsor House |
| 9 Lion and Lamb
Yard |
Bayshill Road |
| Farnham |
Cheltenham GL50
3AT |
| Surrey GU9 7LL |
|
| Tel: 01252 821390 |
|
|
www.shareregistrars.uk.com |
|
|
|
Shareholder Information
Sources of further information
The Company’s ZDP shares are listed on the London Stock
Exchange.
The Company’s ZDP NAV is released to the London Stock Exchange
on a weekly basis and published monthly via the AIC.
Information about the Company and SCDT can be obtained on the
Manager’s website: www.chelvertonam.com. Any enquiries can also be
emailed to cam@chelvertonam.com.
Share registrar enquiries
The register for the ZDP shares is maintained by Share
Registrars Limited. In the event of queries regarding your holding,
please contact the Registrar on 01252 821390. Changes of name
and/or address must be notified in writing to the Registrar.
Chelverton Small Companies ZDP PLC
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of the
Company will take place at 11.30am
(or as soon thereafter as the Annual General Meeting of the parent
company, Chelverton Small Companies Dividend Trust PLC has
concluded) on Thursday, 7 September 2017 at the offices of
Chelverton Asset Management, 3rd Floor, 20 Ironmonger
Lane, London, EC2V 8EP for the
following purposes:
Ordinary Business: Ordinary
Resolutions
1. To receive the Report of the Directors and the
audited financial statements for the period ended 30 April 2017.
2. To receive and approve the Directors’
remuneration report for the period ended 30 April 2017.
3. To re-elect Mr van
Heesewijk as a Director.
4. To re-appoint Hazlewoods LLP as Auditor and to
authorise the Directors to determine their remuneration.
Special Business
To consider, and if thought fit to pass the following Resolution
which will be proposed as an Ordinary Resolution
5. To receive and approve the Directors’
Remuneration Policy as set out in the Directors’ Remuneration
Report.
6. THAT the Directors be and are hereby generally
and unconditionally authorised pursuant to Section 551 of the
Companies Act 2006 (‘the Act’) to exercise all the powers of the
Company to allot shares and to grant rights to subscribe for, or to
convert any security into, shares in the Company (‘the Rights’) up
to an aggregate nominal value equal to £3,166,333, being one-third
of the issued ZDP share capital as at 30
April 2017, during the period commencing on the date of the
passing of this resolution and expiring (unless previously renewed,
varied or revoked by the Company in general meeting) at the
conclusion of the Annual General Meeting of the Company to be held
in 2017, or fifteen months from the passing of this resolution,
whichever is earlier (the ‘Period of Authority’).
The Directors may, at any time prior to the expiry of the Period
of Authority, make offers or agreements which would or might
require shares to be allotted and/or Rights to be granted after the
expiry of the Period of Authority and the Directors may allot
shares or grant Rights in pursuance of such offers or agreements as
if the authority had not expired.
By order of the
Board
|
Registered office: |
| Maitland Administration Services
Ltd |
Springfield Lodge |
| Secretary |
Colchester Road,
Chelmsford |
| 14 July 2017 |
Essex CM2 5PW |
Explanatory Notes to the Notice of Annual General Meeting
1. The holders of the
Ordinary shares have the right to receive notice, attend, speak and
vote at the Annual General Meeting. Holders of ZDP shares have the
right to receive notice of general meetings of the Company but do
not have any right to attend, speak and vote at any general meeting
of the Company unless the business of the meeting includes any
resolution to vary, modify or abrogate any of the special rights
attached to ZDP shares.
2. A member entitled to
attend, vote and speak at this meeting may appoint one or more
persons as his/her proxy to attend, speak and vote on his/her
behalf at the meeting. A proxy need not be a member of the Company.
If multiple proxies are appointed they must not be appointed in
respect of the same shares. To be effective, the enclosed
form of proxy, together with any power of attorney or other
authority under which it is signed or a certified copy thereof,
should be lodged at the office of the Company Secretary, Maitland
Administration Services Limited, Springfield Lodge, Colchester
Road, Chelmsford, CM2 5PW not
later than 48 hours before the time of the meeting. The appointment
of a proxy will not prevent a member from attending the meeting and
voting and speaking in person if he/she so wishes. A member present
in person or by proxy shall have one vote on a show of hands and on
a poll shall have one vote for every Ordinary share of which he/she
is the holder.
3. A person to whom this
notice is sent who is a person nominated under Section 146 of the
Companies Act 2006 to enjoy information rights (a “Nominated
Person”) may, under an agreement between him/her and the
shareholder by whom he/she was nominated, have a right to be
appointed (or to have someone else appointed) as a proxy for the
Annual General Meeting. If a Nominated Person has no such proxy
appointment or does not wish to exercise it, he/she may, under any
such agreement, have a right to give instructions to the
shareholder as to the exercise of voting rights. The statements of
the rights of members in relation to the appointment of proxies in
Note 2 above do not apply to a Nominated Person. The rights
described in that Note can only be exercised by registered members
of the Company.
4. As at July 2017
(being the last business day prior to the publication of this
notice) the Company’s issued voting share capital and total voting
rights amounted to 50,000 Ordinary shares of 100p partly paid as to
25p each, all of which are held by the parent company. In addition,
there are 9,349,000 ZDP shares of 100p each in issue with no voting
rights attached.
5. The Company specifies that only those
Ordinary shareholders registered on the Register of Members of the
Company as at 11.30am on 5 September 2017 (or in the event that the
meeting is adjourned, only those shareholders registered on the
Register of Member of the Company as at 11.30am on the day which is 48 hours prior to the
adjourned meeting) shall be entitled to attend in person or by
proxy and vote at the Annual General Meeting in respect of the
number of shares registered in their name at that time. Changes to
entries on the Register of Members after that time shall be
disregarded in determining the rights of any person to attend or
vote at the meeting.
6. Any question relevant to the business
of the Annual General Meeting may be asked at the meeting by anyone
permitted to speak at the meeting. You may alternatively submit
your question in advance by letter addressed to the Company
Secretary at the registered office.
7. In accordance with Section 319A of the
Companies Act 2006, the Company must cause any question relating to
the business being dealt with at the meeting put by a member
attending the meeting to be answered. No such answer need be given
if:
a. to do so would:
i. Interfere unduly with the preparation for the meeting,
or
ii. involve the disclosure of confidential
information;
b. the answer has already
been given on a website in the form of an answer to a question;
or
c. it is undesirable in
the interests of the Company or the good order of the meeting that
the question be answered.
8. Shareholders should note that it is
possible that, pursuant to requests made by shareholders of the
Company under section 527 of the Companies Act 2006, the Company
may be required to publish on a website a statement setting out any
matter relating to: (i) the audit of the Company’s accounts
(including the auditor’s report and the conduct of the audit) that
are to be laid before the Annual General Meeting; or (ii) any
circumstances connected with an auditor of the Company ceasing to
hold office since the previous meeting at which annual accounts and
reports were laid in accordance with section 437 of the Companies
Act 2006. The Company may not require the shareholders requesting
any such website publication to pay its expenses in complying with
sections 527 or 528 of the Companies Act 2006. Where the Company is
required to place a statement on a website under section 527 of the
Companies Act 2006, it must forward the statement to the Company’s
auditor not later than the time when it makes the statement
available on the website. The business which may be dealt with at
the Annual General Meeting includes any statement that the Company
has been required under section 527 of the Companies Act 2006 to
publish on a website.
9. A person authorised by a corporation is
entitled to exercise (on behalf of the corporation) the same powers
as the corporation could exercise if it were an individual member
of the Company (provided, in the case of multiple corporate
representatives of the same corporate shareholder, they are
appointed in respect of different shares owned by the corporate
shareholder or, if they are appointed in respect of those same
shares, they vote those shares in the same way). To be able to
attend and vote at the meeting, corporate representatives will be
required to produce prior to their entry to the meeting evidence
satisfactory to the Company of their appointment. Corporate
shareholders can also appoint one or more proxies in accordance
with Note 2. On a vote on a resolution on a show of hands, each
authorised person has the same voting rights to which the
corporation would be entitled. On a vote on a resolution on a poll,
if more than one authorised person purports to exercise a power in
respect of the same shares:
a. if they purport to
exercise the power in the same was as each other, the power is
treated as exercised in that way;
b. if they do not purport
to exercise the power in the same way as each other, the power is
treated as not exercised.
10. Members satisfying the
thresholds in Section 338 of the Companies Act 2006 may require the
Company to give, to members of the Company entitled to receive
notice of the Annual General Meeting, notice of a resolution which
those members intend to move (and which may properly be moved) at
the Annual General Meeting. A resolution may properly be moved at
the Annual General Meeting unless (i) it would, if passed, be
ineffective (whether by reason of any inconsistency with any
enactment or the Company’s constitution or otherwise); (ii) it is
defamatory of any person; or (iii) it is frivolous or vexatious. A
request made pursuant to this right may be in hard copy or
electronic form, must identify the resolution of which notice is to
be given, must be authenticated by the person(s) making it and must
be received by the Company not later than six weeks before the date
of the Annual General Meeting.
11. Members satisfying the thresholds in Section 338A
of the Companies Act 2006 may request the Company to include in the
business to be dealt with at the Annual General Meeting any matter
(other than a proposed resolution) which may properly be included
in the business at the Annual General Meeting. A matter may
properly be included in the business at the Annual General Meeting
unless (i) it is defamatory of any person or (ii) it is frivolous
or vexatious. A request made pursuant to this right may be in hard
copy or electronic form, must identify grounds for the request,
must be authenticated by the person(s) making it and must be
received by the Company not later than six weeks before the date of
the Annual General Meeting.