TIDMATY
RNS Number : 1440L
Athelney Trust PLC
28 December 2018
Athelney Trust PLC
Legal Entity Identifier:
213800ON67TJC7F4DL05
Athelney Trust Plc
Notice of Extraordinary General Meeting
Notice is hereby given that an Extraordinary General Meeting of
Athelney Trust Plc will be held at 11.30 am on Tuesday 22 January
2019 at Druces LLP, Salisbury House, London Wall, London, EC2M 5PS,
for the purpose of considering Agenda item one, and if thought fit,
passing the following Ordinary Resolutions:
Ordinary Resolution 1
The proposed re-appointment of Robin Boyle as a Director of the
Company
Ordinary Resolution 2
The proposed appointment of David Lawman as a Director of the
Company
Ordinary Resolution 3
The proposed appointment of Paul Coffin as a Director of the
Company
Ordinary Resolution 4
The proposed termination of Dr Emmanuel Pohl as a Director of
the Company
Ordinary Resolution 5
The proposed termination of Simon Moore as a Director of the
Company
Ordinary Resolution 6
The proposed termination of Jemma Jackson as a Director of the
Company
Ordinary Resolution 7
The proposed termination of Jason Pohl as alternate Director of
the Company
Ordinary Resolution 8
The termination of the appointment of any Director appointed on
or after the date of this notice, and prior to the consideration of
this resolution at a general meeting of the Company.
By order of the Board of Directors
Simon Moore Chairman
Dated: 28 December 2018
A form of proxy is enclosed with this notice. Completion and
return of the form of proxy will not prevent a shareholder from
attending and voting in person at the meeting. To be effective, the
instrument appointing a proxy and any authority under which it is
executed must be lodged in accordance with the notes annexed to the
form of proxy below
Comment from the Board of Athelney Trust Plc.
With reference to the Extraordinary General Meeting (EGM) to be
held on Tuesday 22 January 2019, the Board wish to share their
perspective and provide background information which may be helpful
to shareholders.
At a Board meeting held on the 24(th) September 2018 the
Directors at the time (being Dr Manny Pohl, Robin Boyle and Simon
Moore) discussed the matter of succession to Robin Boyle's 24 year
tenure as Managing Director and Fund Manager, as Robin Boyle (aged
74) had been seeking to resolve this issue for some time. Some
shareholders had also asked for clarity in our planning for Robin
Boyle's successor. All three Directors agreed to an orderly,
audited smooth handover of two or three years, with Dr Manny Pohl
taking over as Managing Director and Fund Manager at the end of
this period.
On the 25(th) September 2018 Robin Boyle met with John
Girdlestone, the Company Secretary, when this matter was discussed.
In discussion Robin Boyle had expressed his wish to retire on the
31(st) May 2019, which was contrary to the timescale agreed one day
earlier.
On the 26(th) September 2018, in a telephone conversation with
John Girdlestone, Robin Boyle informed him that he had resigned by
email, as Managing Director and Fund Manager at 5.30am that morning
and this to be with immediate effect, which was contrary to his
decision seven hours earlier.
On 30(th) September 2018 Robin Boyle tweeted that he had
resigned and confirmed his resignation with Reuters at an
interview.
Subsequently Robin Boyle served notice on the Company in
accordance with Section 303 Companies Act 2006 to call an EGM for
the purposes of a number of resolutions, the details of which are
listed below and appear in the Proxy Form attached. As Robin Boyle
has more than a 5% holding in the Company, the Board is obliged to
call an EGM to consider these Resolutions.
AGA
Item One
The current Directors would like in the near future to formally
propose the Company make a Tender Offer and Share Issue, two issues
of importance within this proposal.
Firstly, Robin Boyle, holds a shareholder's agreement with
Global Masters Fund (Dr Manny Pohl's interest) under the terms of
this agreement he has to offer his shareholdings to Global Masters
Fund prior to selling on the open market.
Those of you who were shareholders in 2008 will recall being
notified in this respect at that time when Global Masters Fund
acquired a 9.9% interest in the Company. This agreement has been
summarised in the notes to our Annual Accounts every year since
then (see page 31, note 2 in our most recent accounts).
Dr Manny Pohl indicated to Robin Boyle that he was now
interested in receiving that offer. Robin Boyle declined giving the
reason that he would now require the shareholdings in Athelney
Trust Plc held by his friends, clients and family to be offered the
same terms.
It is for this reason the Board propose the Tender Offer which
will then allow Robin Boyle's friends, clients and family and other
shareholders to dispose of their shares if this is what they wish
to do.
However, this would seriously deplete the size of the company
and the Directors therefore propose a share issue to secure growth
in the Company. Dr Manny Pohl has secured new investors keen to
acquire Robin Boyle's and his close associates interest. The
Directors undertake to market the Company to new investors with the
intention of doubling the size of the Company. This will improve
liquidity in dealing in our shares and helps to reduce our annual
ongoing charge figure since fixed running costs would be spread
over a larger asset base.
In addition Dr Manny Pohl has with immediate effect reduced the
Fund Manager's monthly cost from 1% of the net asset value to 0.75%
(to provide an example, based on the November asset value this
would have the effect of saving the Company a monthly sum of
GBP1072.)
Item Two
Ordinary resolution to appoint Robin Boyle as a Director of
Athelney Trust Plc.
Robin Boyle has given exemplary service to the Company over a 24
year period achieving excellent results both as to capital and
dividend growth.
Robin Boyle aged 74, has spent over fifty years in a number of
different roles with institutional fund management and stock
broking firms but always retaining an intense interest in Small
Caps. His first job in the City of London was with the company that
eventually became Gartmore; he then went on to Panmure Gordon,
Hoare Govett and Capel-Cure Myers before becoming founder, major
shareholder and Managing Director of a private stockbroking
business, Dunbar Boyle & Kingsley, which he sold in 1994. From
2000 to 2006 he was co-manager of Small Companies Dividend Trust
Plc run by Chelverton Asset Management Limited. Between 2006 and
2008 he was non-executive Director of Capcon Holdings plc.
Item Three
Ordinary resolution to appoint Mr David Lawman as a Director of
Athelney Trust Plc.
In Robin's request for this resolution he does not quote the age
of Mr Lawman, and he did not provide a CV.
Item Four
Ordinary resolution to appoint Paul Coffin as a Director of
Athelney Trust Plc.
In Robin's request for this resolution he does not quote the age
of Mr Coffin, and he did not provide a CV.
Item Five
Ordinary resolution to terminate Dr Emmanuel Pohl as a Director
of Athelney Trust Plc.
In 2008 Robin Boyle was instrumental in securing the support of
Dr Manny Pohl to become a Director and significant shareholder of
Athelney Trust Plc.
Dr Manny Pohl is Chairman and Chief Investment Officer of E C
Pohl & Co ("ECP"), an investment management company and has
been a major shareholder in Athelney trust for many years.
E C Pohl & co is licensed by the Australian Financial
services (licence no.421704).
The EC Pohl Group of Companies, comprising ECP Asset Management
and its four listed entities have consistently grown their funds
under management to currently in excess of AUD$1.0 Bn (GBP570
m).
Their investment performance as reflected by Morningstar in
their "Australian Institutional Sector Survey" published in
September 2018 shows ECP Asset Management's Flagship Fund as the
2nd best performing Australian Equity strategy out of 60 peers over
the twelve months to September 2018, the 4th best over five years
and the best performing manager in the survey over 10 years.
Furthermore, and in a rather turbulent 2018, ECP was the best
performer among 21 Australian specialist small company fund
managers. Global Masters Fund, a listed investment company with a
global equities' portfolio has out-performed the MSCI by 10.4% over
the past year and produced a 15.3% return compared to a 7.2% return
for the MSCI over the past five years.
Within the Global Masters Fund portfolio, ECP manages a UK
portfolio of stocks which increased by 6.5% over the twelve months
to September 2018, outperforming the FTSE All Share which had only
increased by 1.9%. ECP Asset Management has six investment
professionals based in Sydney whose cv's are available on their
website www.ecpam.com and details for their four listed investment
companies, three listed in Australia and one in the UK are as
follows;
-- Flagship Investments (ASX code:FSI)
AUD50m https://flagshipinvestments.com.au
-- Barrack St Investments (ASX code: BST)
AUD23m http://www.barrackst.com
-- Global Masters Fund Limited (ASX code: GFL)
AUD26m www.globalmastersfund.com.au
-- Athelney Trust plc (LSE code: ATY)
GBP5m www.athelneytrust.co.uk
Manny has over 30 years of investment experience, and has served
on the Boards of several major corporations in his native South
Africa, the UK and his adopted home Australia.
Item Six
Ordinary resolution to terminate Mr Simon Moore as a Director of
Athelney Trust Plc.
Mr Boyle was instrumental in recruiting Mr Simon Moore to the
Board strongly recommending him due to his considerable ability
within the field of Investment Trusts.
Simon was appointed a Director on 1 May 2015.
Simon Moore, aged 57, was until recently a Senior Investment
Manager with 7IM, who has been an investment trust analyst since
1994 and has worked with several stockbrokers in the City of London
including Williams de Broe, Teather & Greenwood and Collins
Stewart. He was also Head of Research at Tilney Bestinvest, a
national UK Financial Adviser with GBP11bn under management. Simon
is a long standing member of two important committees at the
Association of Investment Companies: the Statistics committee and
the Property and Infrastructure Forum. In 2013 & 2014 Simon was
chosen as one of the Citywire Wealth Manager Top 100 most
influential people in UK private client fund selection. Simon is a
scientist by training and has worked at two start up UK
biotechnology companies, before passing on his knowledge and
passion as a science tutor for the Open University. He has a
Biochemistry BSc from Imperial College, and an MSc in Computer
modelling of molecules from Birkbeck College. He is a member of the
UK Society of Investment Professionals and the CFA institute.
Item Seven
Ordinary resolution to terminate Jemma Jackson as Director of
Athelney Trust Plc.
Jemma only recently joined the Board on 1 December 2018.
Jemma is a much needed recruit to the Board who brings
complementary strengths to the board, with almost two decades in
financial communications, primarily in the investment trust
sector.
Jemma Jackson, aged 41, has a long record in the investment
company sector, spending 16 years at the Association of Investment
Companies (AIC). She worked on a diverse range of issues, managing
the AIC's media relations as part of a highly regarded,
award-winning team.
Jemma also has a broad asset management, wealth management and
investment platform experience, leading the public relations at
Seven Investment Management for almost two years, before moving on
to join Interactive Investor. She holds a first class degree in
English and History from University of Wales, Swansea.
Item 8
Ordinary resolution to terminate Jason Pohl as an Alternate
Director of Athelney Trust Plc
Jason is the alternate to Dr Manny Pohl.
Jason has six years of professional experience in fundamental
bottom-up investment research at ECP Asset Management Pty Ltd.
Originally pursuing a legal career, Jason spent his initial
stages of his professional career working for Ashurst (previously
Blake Dawson) before being admitted as a Legal Practitioner in the
NSW Supreme Court.
The Directors recommend it is in the best interests of Athelney
Trust Plc that shareholders vote FOR item 1 in the agenda and
AGAINST items 2 through to 9.
A copy of this announcement can be downloaded from our website
www.athelneytrust.co.uk
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END
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