TIDMSDVZ TIDMSDV
CHELVERTON SMALL COMPANIES ZDP PLC
ANNUAL FINANCIAL REPORT FOR THE YEARED 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 GBP8,500,000 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 GBP1,146,150 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 GBP8.3 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
GBP1.1 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 GBP12,780,083 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
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'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 GBP650 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 GBP1, 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 GBP1 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 GBP1.35 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 GBP12,714,640 (2016:
GBP10,837,500) and total net assets amounted to GBP13,000 (2016: GBP13,000).
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 30 April 2016
ZDP shares 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/nsm
http:///.
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 GBP
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 GBP
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 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income - - - - - -
- 633 633 - 597 597
Provision for
contribution from SCDT
regarding the capital
entitlement of the ZDP
shares
Return before finance - 633 633 - 597
costs and taxation 597
Appropriations in - (633) (633) - (597) (597)
respect of ZDP shares
- - - -
Net return after - -
finance costs and
before taxation
Taxation on ordinary 2 - - - - - -
activities
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
GBP'000 GBP'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 GBP
'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 GBP633,000 (2016:
GBP597,000) 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 GBP8,500,000 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 GBP1,146,150 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
GBP'000 GBP'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 633 597
agreement
12,308 10,529
Loans and receivables
6. Trade and other receivables
2017 2016
GBP'000 GBP'000
Intercompany account 13 13
7. Share capital
Allotted, issued:
2017 2017 2016 2016
Number of GBP'000 Number of GBP'000
shares shares
Ordinary shares of 100p each -
issued and partly paid as to 50,000 12,500 50,000 12,500
25p each
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, GBP12,780,083 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 GBP54,031,154 (2016: GBP
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 Net asset
value per Net assets value per Net assets
share attributable share attributable
2017 2017 2016 2016
pence GBP'000 pence GBP'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 Auditor
shares
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 GBP3,166,333, 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.
END
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