TIDMGDH
31 January 2018
Gledhow Investments plc
("Gledhow" or the "Company")
Final Audited Results for the Financial Year ended 30 September 2017 and Notice
of Annual General Meeting
I have pleasure in presenting your company's Annual Report and Financial
Statements for the year ended 30 September 2017.
Your directors continue to follow the same investment strategy, namely to
invest in small to medium sized undervalued or fast growing companies, with the
investment objective of achieving long term capital growth in excess of the
FTSE All Share Index.
We had cash of GBP103,119 at the year-end (2016: GBP258,357). The pre-tax profit
was GBP228,405 (2016: pre-tax loss of GBP190,623 as restated).
Despite the uncertain economic environment the Company is in a strong position
thanks to its strong cash position and we look forward to being able to take
opportunistic investments in small to medium sized undervalued companies as
they arise.
The company also notes that post year end, it has sold 650,000 ordinary shares
in Coinsilium Group Limited. The shares cost GBP6,500, the realised proceeds were
GBP121,500 and the net profit was GBP115,000. The Company retains a further
1,804,545 Coinsilium Group Limited shares.
The directors have not recommended a dividend.
G R Miller
Managing Director
30 January 2018
The Directors of the Company accept responsibility for the contents of this
announcement.
For further information please contact:
Guy Miller: +44 (0) 20 7220 9795
Gledhow Investments Plc
Statement of Comprehensive Income for the year ended 30 September 2017
2017 2016
as
GBP restated
GBP
Turnover 982,034 288,767
Cost of sales (698,390) (422,027)
Gross profit/(loss) 283,643 (133,260)
Administrative expenses (55,239) (57,363)
Profit/(Loss) before taxation 228,405 (190,623)
Taxation - -
Profit/(Loss) for the year 228,405 (190,623)
Total comprehensive profit/(loss) for the year 228,405 (190,623)
Basic profit/(loss) per share (pence) 0.47p (0.39p)
Diluted profit/(loss) per share (pence) 0.47p (0.39p)
The income statement has been prepared on the basis that all operations are
continuing operations.
Statement of Financial Position as at 30 September 2017
2017 2016
as
restated
GBP GBP
Current assets
Investments held for resale 630,530 240,525
Cash at bank and in hand 103,119 258,357
733,649 498,882
Creditors: amounts falling due within one year (19,197) (12,835)
Net current assets and total assets less current 714,452 486,047
liabilities
Capital and reserves
Called up share capital 490,000 490,000
Share premium account 71,122 71,122
Profit and loss account 109,228 (119,177)
Other reserve 44,102 44,102
Shareholders' funds - equity interests 714,452 486,047
The financial statements were approved by the Board and authorised for issue on
30 January 2018.
Statement of Changes in Equity for the year ended 30 September 2017
Profit
Share Share and loss Other
capital premium reserve reserve Total
GBP GBP GBP GBP GBP
As previously reported for the year
ended 30 September 2016:
Balance at 1 October 2015 490,000 71,122 (108,629) 44,102 496,595
Effect of change in accounting - - 180,075 - 180,075
policy
As restated 490,000 71,122 71,446 44,102 676,670
Year ended 30 September 2016:
Loss for the year - - (190,623) - (190,623)
Total comprehensive loss for the - - (190,623) - (190,623)
year
Balance at 30 September 2016 490,000 71,122 (119,177) 44,102 486,047
Year ended 30 September 2017:
Profit for the year - - 228,405 - 228,405
Total comprehensive income for the - - 228,405 - 228,405
year
Balance at 30 September 2017 490,000 71,122 109,228 44,102 714,452
Statement of Cash Flows for the year ended 30 September 2017
2017 2016
as
restated
GBP GBP
Cash flows from operating activities
Cash used in operations (48,876) (58,875)
Net cash outflow from operating activities (48,876) (58,875)
Investing activities
Proceeds from disposal of investments 982,034 286,983
Purchase of investments (1,088,396) (216,975)
Net cash (used in)/generated from investing activities (106,362) 70,008
Net (decrease)/increase in cash and cash equivalents (155,238) 11,133
Cash and cash equivalents at beginning of year 258,357 247,224
Cash and cash equivalents at end of year 103,119 258,357
Relating to:
Cash at bank and in hand 103,119 258,357
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Gledhow Investments
plc ("the Company") will be held at 10.00 am on 5 March 2018 at 1st Floor, 3
Crawford Place, London W1H 4LB to consider the following resolutions of which
numbers 1 to 5 will be proposed as ordinary resolutions and numbers 6 and 7 as
special resolutions:
1. To receive the annual report and accounts for the year ended 30
September 2017.
2. To re-elect G Melamet as a director of the Company.
3. To re-elect G R Miller as a director of the Company.
4. To re-appoint UHY Hacker Young as auditors of the Company and to
authorise the directors to fix their remuneration.
5. To consider and, if thought fit, pass the following resolution which
will be proposed as an ordinary resolution:
That the directors be generally and unconditionally authorised under
section 551 of the Companies Act 2006 (the Act) to allot shares in the Company
and to grant rights to subscribe for or to convert any security into shares in
the Company on and subject to such terms as the directors may determine up to a
total nominal amount of GBP510,000, such authority shall expire at the conclusion
of the next annual general meeting of the Company after the date of the passing
of this resolution unless renewed, varied or revoked by the Company in general
meeting. The directors shall be entitled, under this authority, to make at any
time prior to the expiry of this authority any offer or agreement which would
or might require relevant securities to be allotted after the expiry of this
authority.
To consider and, if thought fit, pass the following resolutions as
special resolutions:
6. That, subject to the passing of resolution 5 in this notice, the
directors be empowered under section 570 of the Companies Act 2006 ("the Act")
to allot equity securities (within the meaning of section 560 of the Act) for
cash under the authority given by resolution 5 in this notice as if sub-section
561(1) of the Act did not apply to such allotment, provided that this power
shall be limited:
(a) to the allotment of equity securities in connection with an offer of
such securities to holders of ordinary shares where the equity securities for
which ordinary shares are respectively entitled to subscribe are proportionate
(as nearly as may be) to the respective numbers of ordinary shares held by
them, but subject to such exclusions or other arrangements as the directors may
deem necessary or expedient in relation to fractional entitlements or any legal
or practical problems under the laws of any overseas territory or the
requirements of any regulatory body or stock exchange; and
(b) to the allotment (otherwise than under sub-paragraph (a) above) of
equity securities for cash up to a total nominal value of GBP510,000;
and shall expire on the date of the next annual general meeting of the Company,
or if earlier, 15 months after the date of passing this resolution, save that
the Company may before such expiry make an offer or agreement which would or
might require equity securities to be allotted after such expiry and the Board
may allot equity securities under such offer or agreement as if the power
conferred by this resolution had not expired.
7. That the Company be generally and unconditionally authorised to make
market purchases within the meaning of section 693(4) of Companies Act 2006
(the Act) of its ordinary shares of 1p each in the capital of the Company
("shares") on such terms and in such manner as the directors may from time to
time determine, provided that:
(a) the maximum number of shares authorised to be purchased is 7,350,000
being the number representing 15% of the issued ordinary share capital of the
Company at the date of the meeting;
(b) the minimum price (exclusive of expenses) which may be paid per
share is 1p (being the nominal value per share) and the maximum price which may
be paid per share is an amount equal to 20% higher than the average of the
middle market quotations per share as derived from the ISDX Growth Market for
the fifteen business days immediately preceding the day on which the shares are
purchased;
(c) the authority shall expire at the conclusion of the next annual
general meeting of the Company; and
(d) the Company may make a contract to purchase shares under the
authority before the expiry of the authority, and may make a purchase of shares
under such contract even though the authority has ended.
By Order of the Board Registered Office:
Brett Miller New Liverpool House
Secretary 15 Eldon Street
London
EC2M 7LD
Dated: 30 January 2018
Notes:
1. Shareholders, their duly appointed representatives or proxies are
entitled to attend, speak and vote at the AGM. A shareholder can appoint the
Chairman of the meeting or anyone else as their proxy and their proxy need not
be a member of the Company. A shareholder may appoint more than one proxy,
provided that each proxy is appointed to exercise the rights attached to
different ordinary shares. To appoint more than one proxy, the proxy form
should be photocopied and completed for each proxy holder. The proxy holder's
name should be written on the proxy form together with the number of shares in
relation to which the proxy is authorised to act. The box on the proxy form
must also be ticked to indicate that the proxy instruction is one of multiple
instructions being given. All proxy forms must be signed and, to be effective,
must be lodged at the registered office of the company not later than 48 hours
before the time of the meeting or any adjourned meeting.
2. The return of a completed proxy form will not prevent a shareholder
attending the AGM and voting in person if they wish to do so.
3. In accordance with Regulation 41 of the Uncertificated Securities
Regulations 2001, only those members entered on the Company's register of
members at close of business on 2 February 2017 or, of the meeting is
adjourned, shareholders entered on the Company's register of members at close
of business on the day two days before the date of any adjournment shall be
entitled to attend and vote at the AGM.
END
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