Corporate Overview
Capital structure
Issued share capital £
29,327,234 Ordinary shares of 10 pence each 2,932,723
5,937,927 Subscription shares of 1 pence each 59,379
In conformity with the Provisions of the Financial Services Authority's Disclosure and Transparency Rules, the Company’s share capital consists of 29,327,234 Ordinary shares of 10p each with voting rights.
Registered holders of Subscription shares will have the opportunity to convert for 1 Ordinary share per Subscription share in the Company at a conversion price of 244p in the thirty days preceding the AGM in any of the years between 2008 and 2012 (inclusive).
Life of the Company
The Board of the Company considers it to be desirable that the holders of Ordinary shares should have the opportunity to review the future of the Company at appropriate intervals.
The Articles of Association of the Company provide that at the Annual General Meeting of the Company held to approve the Company's financial statements in respect of the financial year ending 31 December 2011, the Directors will propose an Ordinary Resoloution for the continuation of the Company in its current form. If this resolution is passed, a similar resolution will be proposed at every third Annual General Meeting thereafter.
If such a resolution is not passed, an Extraordinary General Meeting of the Company will be convened within the following four months to consider proposals for the liquidation, reorganisation or reconstruction of the Company.
Status of the Company
The Company was incorporated and registered in England and Wales on 29 May 2001 as a public limited company under the Companies Act 1985. The Company is an investment company within the meaning of Section 833 of the Companies Act 2006.
The Directors will direct the affairs of the Company so as to enable it to annually seek approval from the Inland Revenue as an investment trust. The Company intends that its income will consist wholly or mainly of eligible investment income as defined in section 842 Income and Corporations Taxes Act 1998. Approval is granted retrospectively.
The Company has a wholly owned subsidiary, Frankrate Limited, which is engaged in investment dealing and underwriting.
Investment Manager
Sloane Robinson LLP (Sloane Robinson) acts as Investment Manager to the Company under an Investment Management Agreement between the Company and Sloane Robinson which is terminable on not less than three months' notice.
Annual Fees
A new Investment Management Agreement commenced on 25 April 2007, following the successful passing of the continuation resolution at the AGM on 24 April 2007.
The base investment management fee is 0.8% per annum of total assets less current liabilities and current period revenue, payable quarterly in arrears. The performance fee arranagement is set over a 5.25 year period. The performance fee is 15% of the amount by which the fully diluted NAV per Ordinary share at 29 June 2012 exceeds the NAV at 8 March 2007 increased by 5% per annum compound, multiplied by a maximum of the number of Ordinary shares in issue at 8 March 2007. The performance fee payable will be less than 4.8% of the net assets of the Company at the date of the calculation set for 29 June 2012.
Directors and Advisors
M R Riley (Chairman)
Martin Riley is a director of Temple Bar Investment Trust PLC and a number of private investment companies. He is a former director of Guinness Mahon and Company Limited, Henderson Crosthwaite Limited and Barlows PLC.
I C S Barby
Ian Barby practiced as a Barrister before joining Warburg Investment Management Ltd in 1985, subsequently becoming a vice chairman of Mercury Asset Management plc and latterly, until 2003, a managing director of Merrill Lynch Investment Managers. He is currently chairman of Invesco Perpetual UK Smaller Companies Investment Trust plc and of Ecofin Water and Power Opportunities plc, as well as being a director of Merrill Lynch World Mining Trust plc, Schroder Income and Growth Fund plc and Pantheon International Participations plc.
D S Boyle
David Boyle is a former non-executive director of HBOS General Insurance Services Ltd. He has previous experience of managing businesses in Europe, firstly as chairman of SmithKline Beecham Consumer Brands Europe and then as a director of BUPA responsible for its international development.
T W N Guinness
Timothy Guinness was a co-founder of Guinness Flight Global Asset Management. He is currently chairman of Guinness Atkinson Asset Management and Guinness Asset Management, specialist equity fund management companies, and is also chairman of Atlantis Japan Growth Fund Limited and a director of Investec High Income Trust PLC and Quayle Munro PLC.
H P Sloane
Hugh Sloane is a founder and chief executive of Sloane Robinson LLP. He is a former director of GT Management PLC.
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