Athelney Trust Plc (ATY) 2014年年度報告「LSE」.pdf

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1、Lders Annual Report for the year ended 31 December 2014 COMPANY NUMBER:02933559 1 Athelney Trust plc CONTENTS Directors of the Company 2-3 Chairmans Statement and Business Review 4-11 Investment and Portfolio Analysis 12-14 Strategic Report 15-17 Report of the Directors 18-22 Corporate Governance St

2、atement 23-28 Directors Remuneration Report 29-30 Independent Auditors Report 31-33 Income Statement 34 Reconciliation of Movements in Shareholders Funds 35 Balance Sheet 36 Cash Flow Statement 37 Notes to the Financial Statements 38-45 Officers and Financial Advisers 46 Notice of Annual General Mee

3、ting 47-55 Form of Proxy 56 2 Athelney Trust plc DIRECTORS OF THE COMPANY The Directors of the Company are:Hugo Deschampsneufs,non-executive Chairman Hugo Deschampsneufs,aged 69,has spent his entire working career in finance and is a fellow of the Institute of Chartered Accountants in England and Wa

4、les(FCA).He qualified with Binder Hamlyn.He has worked for the Rank Organisation and National CSS Inc.,a subsidiary of Dunn&Bradstreet.In 1979 he joined Manchester Exchange&Investment Bank,leaving in 1989 as Director of Leasing Operations.For the next 20 years,he held the position of Finance Directo

5、r of Longriver Holdings Limited,a group with assets of 70 million,specialising in the leasing of fixture-type assets to local authorities,in which his diverse roles encompassed the disciplines of marketing and legal.He currently acts as an adviser in the leasing industry.His work in both the account

6、ing profession and investment banking has given him extensive knowledge in a wide-ranging variety of business sectors.He has considerable experience of asset management both as a non-executive Director of Dunbar Boyle&Kingsley Holdings,the holding company of a firm of stockbrokers,and as a Director

7、of Athelney Trust plc since its formation.Dr Emmanuel Clive Pohl,non-executive Vice Chairman Manny Pohl,aged 61,is the Chairman and CEO of investment house EC Pohl&Co which he founded after he stepped down in June 2012 as Managing Director and Chair of the Investment Committee of Hyperion Asset Mana

8、gement Limited.Manny founded Hyperion in 1996 and headed the business through its evolution into todays independent,highly acclaimed fund manager with in excess of Au$3.2 billion in funds under management.Manny holds engineering and MBA degrees from the University of Witwatersrand and a doctorate in

9、 Business Administration(Economics)from Potchefstroom University.Manny has over 30 years of investment experience,initially as head of research for leading South African broking firm,Davis Borkum Hare,followed by Westpac Investment Management in Australia after he emigrated to Australia in 1994.Furt

10、hermore,his engineering background gives him a methodical and disciplined approach to his role.He has served on the Boards of several major corporations in his native South Africa and his adopted home Australia.Robin Boyle,Managing Director The assets of the Company have been managed since formation

11、 by Robin Boyle,the Managing Director of the Company.Aged 70,he has spent the last 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 tha

12、t 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 stock broking business,Dunbar Boyle&Kingsley,which he sold in 1994.From 2000 to 2006 he was co-manager of Small Companies Divi

13、dend Trust Plc run by Chelverton Asset Management Limited.Between 2006 and 2008 he was non-executive Director of Capcon Holdings plc.3 Athelney Trust plc DIRECTORS OF THE COMPANY(CONTINUED)David Horner,non-executive Director(until 30 January 2015)David Horner aged 55,qualified as a Chartered Account

14、ant in 1985 with Touche Ross&Co before joining 3i Corporate Finance Limited in 1986 where he was a manager giving corporate finance advice.In May 1993,he joined Strand Partners Limited and was appointed a Director in January 1994,where he carried out a range of corporate finance assignments identify

15、ing,structuring and managing investments in quoted and unquoted companies.In October 1997 he left to set up Chelverton Asset Management Limited,which specialises in managing portfolios of private companies and small to medium-sized public companies.He was responsible for setting up Chelverton Growth

16、 Trust plc and,since May 1999,has managed the Small Companies Dividend Trust plc.In 2013 he resigned his membership of The Institute of Chartered Accountants in England and Wales,as his career is now fully involved in Fund Management.Jonathan Lancelot Addison,alternate non-executive Director Jon Add

17、ison,aged 62,has over 30 years experience in the investment management industry,including wide experience in superannuation.Currently he is the Investment Manager,(part time),formally Fund Manager of the Meat Industry Employee Superannuation Fund(MIESF)which he joined in 1999 and where he is respons

18、ible for the investment management of the fund.Prior to his appointment to MIESF,Jon was a Director and Asset Consultant within the corporate finance section of Pricewaterhouse Coopers and in this role was responsible for establishing an investment consulting practice with clients ranging from super

19、annuation funds to insurance funds and funds managers.Prior to that,he was a manager Investment Consultant at Sedgwick Noble Lowndes.Jon holds Non Executive Directorships with African Enterprise Limited,African Enterprise New Zealand Limited,African Enterprise International,Hawksbridge Limited,Globa

20、l Masters Fund,TPCG Limited and Phosphagenics Limited.Jon holds a Bachelor of Economics Degree and a postgraduate diploma from the Institute of Company Secretaries and is a member of the Australian Institute of Company Directors and has addressed a number of Australian and International conferences

21、on investment related matters.4 Athelney Trust plc Waterside Court,Falmouth Road,Penryn,Cornwall,TR10 8AW Telephone:01326 378 288 Email:hugoathelneytrust.co.uk CHAIRMANS STATEMENT AND BUSINESS REVIEW I enclose the results for the year ended 31 December 2014.The salient points are as follows:Audited

22、Net Asset Value(“NAV”)was 228p per share(31 December 2013:219.3p)an increase of 4 per cent.Revenue return per ordinary share was 7.8p,(31 December 2013:6.1p).Recommended final dividend of 6.7p per share(2013:5.5p),an increase of 21.8 per cent.Review of 2014 The inherent vice of capitalism is the une

23、qual sharing of blessings:the inherent virtue of socialism is the equal sharing of miseries.Winston Churchill Capitalism is great when youre young,healthy and dont have kids.As soon as you have kids,you need to move to Sweden,believe me.Cormac OBrien.My dear boy,as long as you dont invade Afghanista

24、n youll be fine.advice from MacMillan to Douglas-Hume on the latter taking over as P.M.Lose money for my firm and I will be understanding.Lose a shred of reputation and I will be ruthless.-Warren Buffett.Squeezing out a modest overall return proved more difficult than expected in 2014.Mind you,some

25、of the news-flow was not terribly helpful:the tragedies of the three Malaysian airliners;the spread of Ebola;Scotlands referendum;the rise of UKIP;Russias annexation of Crimea and invasion of East Ukraine;trouble in Gaza and NATOs withdrawal from Afghanistan.More specifically,here are my Top Ten sto

26、ries which affected stock markets in the year:-January:Signs of slowing economic growth in China led to a sell-off in mining shares and all sorts of commodities.Prices for such things were depressed all year.March:Russias military invasion of Ukraine triggered a global flight from risky shares.April

27、:Big sell-off in tech shares on Wall Street.June:Markets recovered,aided by news of a bid approach for Shire,a London-quoted pharma.August:The U.S.started its air campaign against Islamic State(IS).September:Investors sold,spooked by a single opinion poll giving the Yes campaign a lead.5 Athelney Tr

28、ust plc CHAIRMANS STATEMENT AND BUSINESS REVIEW(CONTINUED)October:Markets were unimpressed by the ECBs failure to introduce QE.Investors bought back again on Japans new inflationary package.December:Oil prices collapsed,hurt by OPECs decision in November not to reduce production and further signs th

29、at demand was flagging.Tesco issued another profit warning and worries about Greece flared up again.The Santa rally finally arrived on 18 December the Fed,having quit QE at the end of October,said that it would be patient about raising U.S.interest rates.The plunging rouble started to stabilize.In m

30、ajor markets,New York and Tokyo rose by 3 per cent and 2.8 per cent but London,with quite a few mining and oil shares in its index,fell by 6.2 per cent.China was the outstanding market of the year,being up by 42.9 per cent on hopes of lower interest rates and easier lending conditions and,to my mind

31、,totally ignoring the collapse in Tier 2,3 and 4 city residential property prices and the massive over-production of everything from cement and steel to ships and solar panels.Argentina and Venezuela(rises of 42.3 per cent and 39.8 per cent respectively)were spooked by hyper-inflation,masked by auth

32、oritarian governments fiddling the figures.On the less positive side Greece,Columbia and Saudi Arabia fell by 28.2,19.8 and 14.1 per cent respectively.Returning to London,and small caps in particular,the Athelney Trust NAV increased by 4 per cent so the overall return for the year(i.e.capital plus d

33、ividend)was 6.5 per cent.The Fledgling saw an increase of 6.2 per cent with the FTSE Small Cap showing a decrease of 1.5 per cent and the AIM All-share indices falling by 17.4 per cent.September saw the NATO summit in Wales.This is how it was previewed in Pravda.Like an ageing drag queen who can no

34、longer make a living from dressing up in skirts and parading onstage in disguise,today no amount of make-up can hide what NATO is,and always has been:a wolf in sheeps clothingFor many years,NATO has been looking for something to do,like an odd-job man living in a deserted ghost town,like a skilled f

35、actory worker in a robot factory,like an ageing and unemployable drag queen who has gone to seed and whose pot belly turns her into the subject of ridicule when she tries to stuff it into her skirt,these days playing to bawling audiences of drunks.What can Pravda mean?Every now and then,the spivs an

36、d get-rich-quick merchants come out of the woodwork to defend their right to sell aggressively shares that they do not own or have borrowed specially for the occasion,so-called hedge funds come particularly to mind.They usually make a plausible case until it is given a sharp tap,at which point it te

37、nds to fall to bits.So it was in November when the short sellers said that the practice provides liquidity(how?)and can question perceived views on over-valued shares(fair enough).6 Athelney Trust plc CHAIRMANS STATEMENT AND BUSINESS REVIEW(CONTINUED)However,their leading weapon is often a sophistic

38、ated strategy to weaken share prices by spreading information or,to be blunt,disinformation.This last,where it occurs,is disseminated through co-ordinated attacks via bulletin boards and leaks to the media.Growing doubts about a company are expressed by a number of apparently independent commentator

39、s who are,in reality,in collusion.If a business relies on public deposits like a retail bank or is at an early stage of its development and so is spending cash without much to show for it by way of profit,it can become a sitting duck for this strategy.Short sellers must declare their every trade,eve

40、n if it is carried out in so-called secret dark pools.Congratulations to the designers of the eight postage stamps introduced in October,celebrating prime ministers gazing towards us beginning with William Pitt the Younger.However,there are two incredible omissions:Benjamin Disraeli and David Lloyd

41、George.Was Harold Wilson really in the same league?The concept of shareholder value or to run the company for the shareholders benefit sounds as sensible as anything else in the financial world and to suggest otherwise is wholly heretical.Yet I think that an American,with his typical way of phrasing

42、 things,might well be tempted to call it the worlds dumbest idea.Why so?I believe that companies which put its customers first have done better than those that have tried to prioritize its shareholders or staff(examples,supermarkets and investment banks respectively)whereas customers are often cattl

43、e merely to be milked for profit.The focus on shareholder value has also led companies into actions which,while flattering short-term performance ratios and keeping shareholders temporarily flush with cash,do nothing to help develop better products and services over the long term financial engineeri

44、ng,share buy-backs,capital underinvestment and over-aggressive cost-cutting do not keep customers happy.My view is that only by focusing on being a good business which loves its customers can decent returns be delivered to shareholders over the long term.Is this a truth universally acknowledged?Our

45、hypothetical American friend might say Like heck it is!I suppose that John(now Lord,what is the country coming to?)Prescott probably ranks as my third un-favourite Labour politician but even I was amazed when he said in November that his party had a problem communicating.My goodness,when you get a l

46、ecture from him on the English language then you are in trouble,said David Cameron.In Prescotts defence,I would say:Frankfully,to be so irrespective of a former deputy prize milliner was unsusceptible.Lets not mince about the bush:it was below the bolt.December saw George Osbornes final Autumn State

47、ment before the General Election in May.He was able to take the credit for some politically popular measures such as the modest reform of Stamp Duty,a further rise in the personal income tax allowance,reductions in Air Passenger Duty for families and help for smaller businesses and the U.K.regions.H

48、ow much more rewarding it would have been,though,if he had embarked on some simple reforms so that the burden of tax was distributed more fairly and rationally.7 Athelney Trust plc CHAIRMANS STATEMENT AND BUSINESS REVIEW(CONTINUED)National Insurance is now a much bigger burden on low earners than is

49、 income tax raising the threshold for NI should have been a greater priority than increasing income tax allowances.Value Added Tax is riddled with anomalies and inconsistencies.Books are taxed at 20 per cent if listened to or read on computer or tablet yet there is no VAT on hardback or software boo

50、ks.Caviar and other high-value foods attract zero VAT while shoes and basic clothing attract 20 per cent tax-I could go on and on but it just gets boring.There were three key messages from the Autumn Statement:economic output of only 2-2.5 per cent is the new norm;there is still a long way to go bef

51、ore control over public spending is re-established;tax reform rather than tax reductions should be at the heart of the next parliament.Vladimir Putin,in a speech to the Kremlin in December,said:Hitler tried to destroy RussiaJust remember how that ended.We do,Herr Putin,it ended with Germany as a dem

52、ocracy and Europe becoming a safer place.Capital investment in the global oil industry will fall sharply in 2015 and onwards,thus following the price of crude oil down.OPECs decision not to cut output in November marked the end of four years of remarkably stable oil prices.With OPEC temporarily abdi

53、cating the role of price stabilizer,the market has now taken over that role little comfort to an industry with high capital costs and a long delay before investments become profitable.The past 150 years have been marked by frequent boom and bust cycles,with each low squeezing investment and creating

54、 the base for the next boom.There are new features to the current cycle,though,with fracking and the growth of U.S.shale oil created by a$100 oil price and how the industry will react to a$70 or even$60 oil price is yet to be seen.Shale oil is expensive to drill but,once tapped,produces prodigious a

55、mounts of cash.If skilled workers are laid off and capital investment cut back as in the past,the ride upward in the oil price might be just as wild as the fall in 2014.Rupert Soames,the grandson of Sir Winston Churchill,took over as CEO of troubled outsourcer Serco in June and started(as is traditi

56、onal)a review of the business.It had previously emerged that Serco had been over-charging the Government on contracts to tag criminals.Weve gone up the street saying bring out your dead and lots of bodies started flying out of the windows,said Soames.What does Brazilian billionaire Joseph Safras pur

57、chase of the Gherkin office block in the City and Qatars offer for chunks of Canary Wharf tell us?At the risk of stating the obvious,overseas investors still find that commercial property in this country is highly attractive even though the statistics are not particularly exciting:since 1981,the ave

58、rage total annual return on City offices has been 8.1 per cent of which three-quarters has come from income.The picture of West End property is admittedly better,at 10.2 per cent of which 60 per cent was income.The fact is that billionaires and sovereign wealth funds often are more concerned about c

59、apital preservation rather than income or growth(just for the record,the Gherkin was bought on a yield of only 3.7 per cent).It is when we look at the country as a whole that the argument for investment in commercial property becomes compelling.8 Athelney Trust plc CHAIRMANS STATEMENT AND BUSINESS R

60、EVIEW(CONTINUED)The current average yield on all properties across the country is reckoned to be about 6.4 per cent,compared with a negative yield on index-linked government debt and 1.8 per cent on 10-year gilts.Even the FTSE index,stuffed full of high-yielding mining,oil and bank shares,only offer

61、s 3.6 per cent.After the big run-up in property over the last 18 months,there is bound to be some reluctance to buy now.Yet the cushion in that 6.4 per cent is very wide by past standards.Property is surely less vulnerable to a market set-back than blue-chips or government or corporate bonds.NB Your

62、 company finished the year with 20 per cent of its portfolio in commercial and residential property shares.According to The Economist,the business world is divided in two:those companies that have been hacked and those that do not know that they have been hacked.The source of the 260 million discrep

63、ancy in the Tesco accounts is as old as book-keeping itself:the premature recognition of revenue.Suppliers make payments to supermarkets that meet certain sales targets for their products,run promotions or place goods in eye-catching positions such as the end of aisles.Tesco managers appear to have

64、been too optimistic in forecasting these rebates and may also have under-reported the costs of stolen or out-of-date produce.Working out how much and when to book revenue can be a matter of fine judgement.The complexity of Tescos deals with suppliers may also have left too much room for discretion b

65、ut the risks of accounting for such payments are hardly new.The auditors of several big retailers have amplified their warnings in recent years as rebates have taken up a greater proportion of so-called profit.In the most recent report in May,PWC warned of the risk of manipulation.Even if there was

66、no fraudulent intent(and we do not know this yet)and the problems merely stem from a misunderstanding of the rules rather than a cynical manipulation,the huge scale of the error suggests that Tescos internal controls were not up to the job.Oh,and another thing!Sir Terry Leahy,ex-CEO and doyen of the

67、 supermarket trade,is shocked at the way that Tesco has lost sight of its customers.It is true that fewer can be seen in the stores three years after he stepped down.It is shocking that billions of shareholders funds were destroyed in search of Fresh&Easy in California;the build-out of mega-stores i

68、n the UK,many of which are now white elephants;the push for growth in Asia and shocking that the return on capital during his reign slumped while declared earnings rose.Yes,we are all shocked Sir Terry!A joke which went round the foreign exchange market early in the year:Q.What do the rouble and Vla

69、dimir Putin have in common?A.62.This prediction was correct on both counts Putin had his 62nd birthday on 7 October and the rouble hit 62 to the dollar in frenzied trading several weeks later.9 Athelney Trust plc CHAIRMANS STATEMENT AND BUSINESS REVIEW(CONTINUED)Even as Britain enters the sixth year

70、 of recovery,economists find excuses to be dismal.Every silver lining has a cloud,high consumer confidence is stoking a large trade deficit and housing boom.Normality will only be reached,they say,when interest rates lift off the floor but this could push householders over the edge.Economic growth i

71、s failing to generate much needed tax revenues.Yet the chancellor taking over after the General Election in May will find a red box full of goodies:economic output should be rising,employment strong and inflation near to five-year lows.Looking further ahead,the sort of economy to prosper will be fle

72、xible and open.Britain has a head start while continental rivals argue about structural reform.The U.K.has clear advantages the English language,an adaptable labour market which is quick to switch workers between industries and is attractive to skilled people from all over the world.While U.K.manufa

73、cturing has been in relative decline,what is left is highly productive.It can remain that way thanks to a strong science base and every big city has its own Silicon quarter.Politics,though,poses the greatest threat to economic prosperity.A dysfunctional planning system,held hostage by local politics

74、,has resulted in chronic housing shortages.Major projects like high speed rail or a new airport runway take decades to complete.Politicians love to rail against the imagined weaknesses in the immigration laws.By the 2050s(sorry to say that I will not be there),Britains deep strengths could propel it

75、 towards being Europes largest and most prosperous economy we have nothing to fear but our politicians.Deflation is bad for you,ergo cheaper oil is bad for the EU.Assuming that the average crude oil price is$70 for 2015,this would save the Eurozone the handy sum of$145 billion,or 0.9 per cent of eco

76、nomic output even before knock-on effects.Maybe Europe should be our contrarian bet for 2015?Capital Gains During the year the Company realised capital profits arising on the sale of investments in the sum of 478,743(31 December 2013:297,801).Portfolio Review Holdings of Andrews Sykes,Beazley,Brit,C

77、apital&Regional,DX Group,Epwin Group,Games Workshop,Hiscox,John Menzies,McColls Retail,Novae Group and UK Commercial were all purchased for the first time.Additional holdings of Amlin,Catlin,Costain,Lancashire Holdings,Londonmetric,Picton Property Income,Treatt,and Vianet,were also acquired.Arbuthno

78、t Banking Group,H&T Group and Macfarlane Group,were sold.In addition,a total of twenty holdings were top-sliced to provide capital for the new purchases.10 Athelney Trust plc CHAIRMANS STATEMENT AND BUSINESS REVIEW(CONTINUED)Corporate Activity Holdings of Abbey Protection and ACM Shipping were taken

79、 over in the year with Abbey Protection having a profit as a percentage of cost of 27.2 percent.Connect Group undertook a rights issue which was fully taken up.Dividend The Board is pleased to recommend an increased annual dividend of 6.7p per ordinary share(2013:5.5p).This represents an increase of

80、 21.8 per cent over the previous year.Subject to shareholder approval at the Annual General Meeting on 9 April 2015,the dividend will be paid on 16 April 2015 to shareholders on the register on 20 March 2015.For those patient investors who subscribed for Athelney Trust shares in the IPO of 1994,the

81、annual return has now risen to 13.4 per cent net of basic rate tax on the capital originally invested.Update The unaudited NAV at 28 February 2015 was 237.2p whereas the share price on the same day stood at 195p.Further updates can be found on www.athelneytrust.co.uk Post Balance Sheet Date On 30 Ja

82、nuary 2015 David Horner resigned as a Director having held the position for 12 years.The Board as a whole express their sincere thanks to David for all his input during his time with the Company.11 Athelney Trust plc CHAIRMANS STATEMENT AND BUSINESS REVIEW(CONTINUED)Prospects It looks like being ano

83、ther tricky year.I defy anyone(including the respective heads of the central banks which have dominated markets since 2008/9)to know the answers to:will Vladimir Putin succeed in dragging America into a proxy war in Ukraine,how will the coalition dislodge IS from the towns of Iraq and Syria,will the

84、 problem of Greece be fixed,will China deliberately devalue the reminbi thus exporting even more deflation,will quantitative easing in the euro zone and Japan be enough to counteract any tightening or threat of tightening(i.e.raising interest rates)in America and Britain?What will happen to commodit

85、y prices such as oil,gas,iron ore and gold and what effect will that have on investor confidence?How will all these various factors impact on equity markets?My opinion,for what it is worth,is that smaller companies are better value than blue chips and that,with a decent tail-wind,a modest uplift in

86、asset prices of equities and commercial property is the most likely outcome.H.B.Deschampsneufs Chairman 4 March 2015 12 Athelney Trust plc INVESTMENT AND PORTFOLIO ANALYSIS AT 31 DECEMBER 2014 SECTOR Stock Holding Value()%Chemicals Treatt 22,500 30,600 30,600 0.69 Construction&material Costain Group

87、 14,666 40,991 Epwin Group 35,000 34,213 Renew Holdings 20,000 57,650 132,854 3.00 Electronic&electrical XP Power Limited 3,000 41,910 equipment Sprue Aegis 20,000 65,000 106,910 2.41 Food&beverages Greencore Group 20,000 57,220 Wynnstay Group 12,500 67,875 125,095 2.82 General Financial Camellia 50

88、0 44,000 Charles Taylor 25,000 62,438 GLI Finance 100,000 59,500 Jarvis Securities 24,500 118,763 Juridica Investments 22,000 28,160 Park Group 140,000 81,900 PLUS500 8,500 50,958 Randall&Quilter Investment Holdings 40,000 46,400 S&U 4,000 79,680 571,799 12.90 Industrial engineering Goodwin 1,300 32

89、,357 Hill&Smith 12,500 72,438 Slingsby(H.C)4,000 15,990 Vitec 6,500 38,545 159,330 3.59 Industrial transportation Braemar Shipping Services 23,162 95,427 DX Group 40,000 34,900 Fisher(James)3,000 35,940 UK Mail 12,500 59,765 226,032 5.10 Insurance Amlin 14,000 66,934 Beazley 20,000 57,580 Brit Plc 2

90、5,000 67,600 Catlin 12,000 80,460 Chesnara 16,000 54,240 Hansard Global 30,000 26,325 Hiscox 5,340 38,448 Lancashire Holdings 8,000 44,760 Novoe Group 10,000 59,575 495,922 11.19 Leisure Goods Games Workshop 5,500 28,573 28,573 0.64 Media 4Imprint 8,000 64,360 Chime Communication 20,000 56,750 Hunts

91、worth 70,000 34,125 M&C Saatchi 12,000 39,570 Quarto Group Inc Com 40,500 60,851 UTV Media 20,000 34,950 Wilmington Group 32,500 70,444 361,050 8.15 Property Investment Picton Property Income 117,201 75,888 Companies Standard Life Property Income 65,000 50,700 126,588 2.86 Real Estate Investment&ser

92、vices Capital&Regional 100,000 52,250 F&C UK Real Estate Investments 64,500 60,468 Lokn Store Group 30,000 74,625 Londonmetric Property 45,000 68,625 Mountview Estates 1,500 158,055 Palace Capital 16,000 57,560 Redefine 55,000 29,948 Schroder Real Estate Investment Trust 109,000 64,583 UK Commercial

93、 Property Trust 40,000 35,260 601,374 13.57 13 Athelney Trust plc INVESTMENT AND PORTFOLIO ANALYSIS AT 31 DECEMBER 2014 (CONTINUED)SECTOR Stock Holding Value()%REITs NewRiver Retail 25,000 73,688 Town Centre Securities 27,500 73,389 Tritax Big Box 60,000 64,650 211,727 4.78 Retailers McColls Retail

94、Group 30,000 53,925 Stanley Gibbons 35,000 99,050 152,975 3.45 Support services Andrew Sykes Group 10,000 30,000 Begbies Traynor 60,000 25,800 Communisis 100,000 49,620 Connect Group 64,285 98,838 Hydrogen 40,000 30,400 ISG 18,000 62,055 Latham(James)7,500 42,356 Matchtech 18,500 100,825 Menzies(Joh

95、n)12,000 42,630 Nationwide Accident Repair 45,000 31,388 RWS Holdings 4,000 34,430 St Ives 37,500 71,155 Vianet Group 40,000 28,800 VP 17,500 109,287 757,584 17.09 Telecommunications KCOM Group 40,000 35,800 35,800 0.81 Travel and leisure Air Partner 18,000 46,350 Cineworld 19,800 82,170 GVC Holding

96、s 30,000 144,225 Photo-Me 25,000 35,155 307,900 6.95 Portfolio Value 4,432,113 100%Net Current Assets 89,557 TOTAL VALUE 4,521,670 Shares in issue 1,983,081 Audited NAV 228p 14 Athelney Trust plc INVESTMENT AND PORTFOLIO ANALYSIS AT 31 DECEMBER 2014 (CONTINUED)0.69%3.00%2.41%2.82%12.90%3.59%5.10%11.

97、19%0.64%8.15%2.86%13.57%4.78%3.45%17.09%0.81%6.95%Portfolio By SectorsChemicalsConstruction and materialsElectronic and electrical equipmentFood and beveragesGeneral financialIndustrial engineeringIndustrial transportationInsuranceLeisure goodsMediaProperty Investment CompaniesReal Estate-REITsReal

98、Estate Investments&ServicesRetailersSupport ServicesTelecommunicationsTravel and leisure1%45%8%36%10%Portfolio By ListingNon IndexedSmall CapsFledglingAIMFTSE Mid250 15 Athelney Trust plc STRATEGIC REPORT As explained within the Report of the Directors on page 18,the Company carries on business as a

99、n investment trust.Investment trusts are collective closed-ended public limited companies.Business Model Board The Board of Directors is responsible for the overall stewardship of the Company,including investment and dividend policies,corporate and gearing strategy,corporate governance procedures an

100、d risk management.Biographical details of the five male Directors,can be found on pages 2 to 3.The Company has one male employee.Investment Objective The investment objective of the Trust is to provide shareholders with prospects of long-term capital growth with the risks inherent in small cap.inves

101、tment minimised through a wide spread of holdings over various industries and sectors.The Fund Manager also considers that it is highly important to maintain a progressive dividend record.Investment Policy The assets of the Trust are allocated predominantly to companies with a market capitalization

102、of less than 100m with either a full listing on the London Stock Exchange or a trading facility on AIM.The assets of the Trust have been allocated in two main ways:first,to the shares of those companies which have grown steadily over the years in terms of profits and dividends but,despite this progr

103、ess,the market rating has remained low or very low;second,to those companies whose shares are standing at a low level compared with the value of land,buildings or cash in the balance sheet.Strategy The investment strategy employed by the Fund Manager in meeting the investment objective focuses on ac

104、tive stock selection.The selection of individual holdings is based on analysis of,amongst other things,market positioning,competitive advantage,financial strength and cash flows.The weighting of individual investments reflects the Managers conviction in those holdings and their aggregate views on as

105、set allocation,including between UK and overseas equities,corporate bonds,cash and gearing.Investment of Assets At each Board meeting,the Board considers compliance with the Companys investment policy and other investment restrictions during the reporting period.An analysis of the portfolio on 31 De

106、cember 2014 can be found on pages 12 to 14 of the accounts.Responsible Ownership The Fund Manager takes a particular interest in corporate governance and social responsible investment policy.As stated within the Corporate Governance Statement on pages 23 to 28.The Fund Managers current policy is ava

107、ilable on its website www.athelneytrust.co.uk.The Board supports the Fund Manager on his voting policy and their stance towards environmental,social and governance issues.16 Athelney Trust plc STRATEGIC REPORT(CONTINUED)Environment Emissions All of the Companys activities are outsourced to third par

108、ties.As such it does not have any physical assets,property,or operations of its own and does not generate any greenhouse gas or other emissions.Social,Community and Human Rights Issues The Company has only one employee and,as far as the Board is aware,no issues exist in respect of social,community o

109、r human rights issues.Review of Performance and Outlook Reviews of the Companys returns during the financial year,the position of the Company at the year end,and the outlook for the coming year are contained in the Chairmans Statement on pages 4 to 11 which forms part of the Strategic Report.Princip

110、al Risks and Uncertainties and Risk Management As stated within the Corporate Governance Statement on pages 23 to 28,the Board applies the principles detailed in the internal control guidance issued by the Financial Reporting Council,and has established a continuing process designed to meet the part

111、icular needs of the Company in managing the risks and uncertainties to which it is exposed.The principal risks and uncertainties faced by the Company are described below and in note 13 which provides detailed explanations of the risks associated with the Companys financial instruments.Market the Com

112、panys fixed assets consist almost entirely of listed securities and it is therefore exposed to movements in the prices of individual securities and the market generally.Investment and strategic incorrect investment strategy,asset allocation,stock selection and the use of gearing could all lead to po

113、or returns for shareholders.Regulatory breach of regulatory rules could lead to suspension of the Companys Stock Exchange listing,financial penalties,or a qualified audit report.Loss of investment trust status could lead to the Company being subject to tax on capital gains.Operational failure of the

114、 accounting systems or disruption to its business,or that of other third party service providers,could lead to an inability to provide accurate reporting and monitoring,leading to a loss of shareholders confidence.Financial inadequate controls by the Fund Manager or other third party service provide

115、rs could lead to misappropriation of assets.Inappropriate accounting policies or failure to comply with accounting standards could lead to misreporting or breaches of regulations.Breaching bond and loan borrowing facilities could lead to a loss of shareholders confidence and financial loss for share

116、holders.Liquidity the Company may have difficulty in meeting obligations associated with financial liabilities.17 Athelney Trust plc STRATEGIC REPORT(CONTINUED)The Board seeks to mitigate and manage these risks through continual review,policy setting and enforcement of contractual obligations.It als

117、o regularly monitors the investment environment and the management of the Companys investment portfolio.Investment risk is spread through holding a wide range of securities in different industrial sectors.Statement Regarding Annual Report and Accounts Following a detailed review of the Annual Report

118、 and Accounts by the Audit Committee,the Directors consider that taken as a whole it is fair,balanced and understandable and provides the information necessary for shareholders to assess the Companys performance,business model and strategy.BY ORDER OF THE BOARD J.Girdlestone Secretary Waterside Cour

119、t Falmouth Road Penryn Cornwall TR10 8AW 4 March 2015 18 REPORT OF THE DIRECTORS OF Athelney Trust plc The directors present their report and audited financial statements of the Company for the year ended 31 December 2014.This report also contains certain information required in accordance with s992

120、 of the Companies Act 2006.Results and Dividends The return on ordinary revenue activities before dividends for the year is 155,129(2013:121,884)as detailed on page 34.It is recommended that a dividend of 6.7 p(2013:5.5p)per ordinary share be paid.Principal Activity and Status The Company(company nu

121、mber:02933559)is a public limited company and an investment company in terms of the Companies Act 2006.The Company carries on business as an investment trust.It has been approved by HM Revenue&Customs as an investment trust.Directors Biographical details of the Directors,can be found on pages 2 and

122、3.As explained in more detail in the Corporate Governance Statement on pages 23 to 28,the Board has agreed that all Directors will retire annually.Accordingly,the four Directors will retire at the Annual General Meeting.Being eligible the four Directors offer themselves for re-election,Mr D Horner r

123、esigned as a director on 30 January 2015.The Board confirms that,following the evaluation process set out in the Corporate Governance Statement on pages 23 to 28,the performance of each of the Directors seeking re-election continues to be effective and demonstrates commitment to the role.The Board t

124、herefore believes that it is in the interests of shareholders that these Directors are re-elected.In addition to any power of removal conferred by the Companies Acts,the Company may by special resolution remove any Director without notice.Directors Deeds of Indemnity Each Director of the Company is

125、entitled to be indemnified to the extent permitted by the Companies Act 2006 against liabilities incurred by any of them in the execution of their duties and exercise of their powers.Conflicts of Interest Each Director has a statutory duty to avoid a situation where he has,or could have,a direct or

126、indirect interest which conflicts,or may conflict,with the interests of the Company.A Director will not be in breach of that duty if the relevant matter has been authorised by the Board in accordance with the Companys Articles of Association.The Board has approved a protocol for identifying and deal

127、ing with conflicts and conducts a review of actual or possible conflicts at least annually.No conflicts or potential conflicts were identified during the year.19 REPORT OF THE DIRECTORS OF Athelney Trust plc (CONTINUED)Capital Structure At 31 December 2014 the Companys capital structure consisted of

128、 1,983,081 Ordinary Shares of 25p each(2013:1,983,081 Ordinary Shares of 25p each).Directors and Their Interests The directors who held office during the year and their interest in the ordinary shares of the Company are stated below:31 December 2014 1 January 2014 H.B.Deschampsneufs 78,038 78,038 R.

129、G.Boyle 411,205 428,175 D.A.Horner nil 20,000 H.B.Deschampsneufs interest includes 19,163(2013:19,163)shares held in his Self-Invested Personal Pension.R.G.Boyles interest includes 19,605(2013:16,970)shares held in his Self-Invested Personal Pension.Dr E.C.Pohl and EC Pohl&Co,a company which he cont

130、rols and which manages portfolios for clients,have a controlling interest in Global Masters Fund which itself holds 257,649 (2013:220,679)shares in the company.There have been no changes in the above Directors interests up to 28 February 2015.Included within R.G.Boyles holding is an interest in Treh

131、ellas House Limited,a company which holds 391,600(2013:391,600)ordinary shares representing 19.75per cent of the companys share capital.R.G.Boyle has separately entered into an agreement with E C Pohl&Co giving E C Pohl&Co on behalf of its client Global Masters Fund the ability to acquire such numbe

132、r of shares from Trehellas House Limited as shall when taken with their existing holding not exceed 29.9%of the issued equity share capital of the company.The price for any such sale and purchase has been agreed at the net tangible asset value of each share as determined by the most recent published

133、 statement.This agreement amounts to a right of first refusal only and there is no obligation on Trehellas House Limited to sell its shares at any particular time or,having determined to sell those shares,no obligation on E C Pohl&Co to buy.The Company does not have any contract of significance subs

134、isting during the year,with any other company in which a Director is or was materially interested.Significant Shareholders The Directors have been notified of the following major shareholdings in the Company that represent greater than 3%of the voting rights:Ordinary Shares%of issue Mr R.G.Boyle 411

135、,205 20.74 Global Masters Fund 257,649 12.99 Mr G.W.&Mrs D.J.Whicheloe 104,000 5.24 NS Salvesen and Salvesen Family Trust 87,500 4.41 Mr H.B.Deschampsneufs 78,038 3.94 Mrs E.Davison 75,000 3.78 Mr D.C.&Mrs B.I.Mattey 60,000 3.03 Mr P.G.Grodzinski 60,000 3.03 There have been no other changes in the a

136、bove major shareholdings in the company up to 28 February 2015.20 REPORT OF THE DIRECTORS OF Athelney Trust plc (CONTINUED)Dividends The Ordinary Shares carry a right to receive dividends which are declared from time to time by an Ordinary Resolution of the Company(up to the amount recommended by th

137、e Directors)and to receive any interim dividends which the Directors may resolve to pay.Capital Entitlement On a winding up,after meeting the liabilities of the Company,the surplus assets will be paid to ordinary shareholders in proportion to their shareholdings.Voting On a show of hands,every ordin

138、ary shareholder present in person or by proxy has one vote and on a poll every ordinary shareholder present in person has one vote for every share he/she holds and a proxy has one vote for every share in respect of which he/she is appointed.Payment of Suppliers It is the Companys policy to obtain th

139、e best possible terms for all business and,therefore,there is no consistent policy as to the terms used.The Company contracts the terms on which business will take place throughout the year with its suppliers.There are accrued expenses outstanding at the end of the year,all of which appear as credit

140、ors in the balance sheet.Going Concern In assessing the going concern basis of accounting,the Directors have had regard to the guidance issued by the Financial Reporting Council.They have considered the current cash position of the Company,and forecast revenues for the current financial year.The Dir

141、ectors have also taken into account the Companys investment policy,which is described on page 15 and which is subject to regular Board monitoring processes,and is designed to ensure that the Company is invested in listed securities and those traded on AIM.The Company retains title to all assets held

142、 by its custodian.Note 13 to the accounts sets out the financial risk profile of the Company and indicates the effect on its assets and liabilities of falls and rises in the value of securities,market rates of interest and changes in exchange rates.The Directors believe,in the light of the controls

143、and review processes noted above and bearing in mind the nature of the Companys business and assets,that the Company has adequate resources to continue in operational existence for the foreseeable future.Accordingly,they continue to adopt the going concern basis in preparing the accounts.21 REPORT O

144、F THE DIRECTORS OF Athelney Trust plc(CONTINUED)Financial Instruments The Companys financial instruments comprise its investment portfolio,cash balances and debtors and creditors that arise directly from its operations such as sales and purchases awaiting settlement and accrued income.The financial

145、risk management objectives and policies arising from its financial instruments and the exposure of the Company to risk are disclosed in note 13 to the accounts.Statement of Directors Responsibilities The Directors are responsible for preparing the Annual Report and the Financial Statements in accord

146、ance with applicable law and regulations.Under company law the Directors are required to prepare Financial Statements for each financial year.Under that law the Directors have elected to prepare the Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice(United

147、Kingdom Accounting Standards and applicable law).The Financial Statements are required by law to give a true and fair view of the state of affairs of the Company and of the total return of the Company for that period.In preparing these Financial Statements,the Directors are required to:-select suita

148、ble accounting policies and then apply them consistently;-make judgments and accounting estimates that are reasonable and prudent;-state whether applicable UK Accounting Standards have been followed,subject to any material departures disclosed and explained in the financial statements;-prepare the F

149、inancial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them

150、 to ensure that its Financial Statements comply with the Companies Act 2006.They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.Under applicable law and regulations,the D

151、irectors are also responsible for preparing a Strategic Report,a Directors Remuneration Report and a Corporate Governance Statement.The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Companys website.Legislation in the United Ki

152、ngdom governing the preparation and dissemination of Financial Statements and other information included in annual reports may differ from legislation in other jurisdictions.22 REPORT OF THE DIRECTORS OF Athelney Trust plc(CONTINUED)The Directors confirm to the best of their knowledge:-the financial

153、 statements,which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice(United Kingdom Accounting Standards and applicable law),give a true and fair view of the assets,liabilities,financial position and net return of the company;and -the Strategic Report and Rep

154、ort of the Directors includes a fair review of the development and performance of the business and the position of the Company,together with a description of the principal risks and uncertainties that it faces.Disclosure of Information to Auditors The Directors confirm that,so far as each of them is

155、 aware,there is no relevant audit information of which the Companys auditor is unaware and the Directors 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 the Companys auditor is aware of that

156、 information.Auditors Clement Keys LLP will not be seeking re-election as auditors at the forthcoming Annual General Meeting.The Directors propose the appointment of Hazlewoods LLP as auditors of the company with their remuneration to be fixed by the Directors.BY ORDER OF THE BOARD J.Girdlestone Sec

157、retary Waterside Court Falmouth Road Penryn Cornwall TR10 8AW 4 March 2015 23 Athelney Trust plc CORPORATE GOVERNANCE STATEMENT Shareholders hold the directors of a company responsible for the stewardship of that companys affairs.Corporate governance is the process by which a board of directors disc

158、harges this responsibility.The Companys arrangements in respect of corporate governance are explained in this report.The Company is required to comply with,or to explain its non-compliance with,the relevant provisions of the UK Corporate Governance Code issued by the Financial Reporting Council(the

159、FRC)in September 2012 which can be found at www.frc.org.uk.The Association of Investment Companies issued its own Code of Corporate Governance in November 2014(the AIC Code),which can be found at www.theaic.co.uk and which has been approved by the FRC as it addresses all the principles of the UK Cor

160、porate Governance Code as well as setting out additional principles and recommendations on issues which are of specific relevance to investment trusts.The Board considers that reporting against the principles and recommendations of the AIC Code provides better information to shareholders than the UK

161、 Corporate Governance Code on its own.The Company has not complied with the provisions of the Corporate Governance Code in respect of the following:Due to the size of the Board,formal performance evaluations of the Chairman,the Board,its Committees and individual Directors are not undertaken.Instead

162、 it is felt more appropriate to address matters as and when they arise.Due to the size of the Board,it is felt inappropriate to appoint a senior independent non-executive Director.All the Directors have service contracts but no limit has been imposed on the overall length of service,however all Dire

163、ctors are required to retire and,if appropriate,seek re-election every year.The recommendation of the Code is for fixed term renewable contracts.The Company has just one employee,other than Board members,the Company Secretary,whose line of communication in relation to whistle-blowing is to the Chair

164、man of the Company.The Company does not have a Nominations Committee,as a Board of only four Directors who liaise continuously throughout the year and are aware of their obligations to consider recruitment of further directors as and when the occasion occurs,such a Committee is not considered necess

165、ary.In consequence of being a company with only four Directors,a Directors and Officers Liability Insurance policy has not been arranged but is a matter constantly under review by the Board.At the end of the year the Board consisted of four independent Directors.The Board has agreed that all Directo

166、rs will retire annually and,if appropriate,seek re-election.The biographies of all the Directors are contained on pages 2 and 3.24 Athelney Trust plc CORPORATE GOVERNANCE STATEMENT(CONTINUED)The Board believes that each Director is independent in character and that there are no relationships or circ

167、umstances which are likely to affect his judgement.All Directors receive relevant training,collectively or individually,as necessary.The Directors believe that the Board has the balance of skills,experience,ages and length of service to enable it to provide effective leadership and proper governance

168、 of the Company.The Directors possess a range of business and financial expertise relevant to the direction of the Company and consider that they commit sufficient time to the Companys affairs.The Directors of the Company meet at regular Board Meetings,during the year to 31 December 2014,the Board m

169、et twice with all Directors present.Individual Directors may,at the expense of the Company,seek independent professional advice on any matter that concerns them in the furtherance of their duties.The Board subscribes to the view expressed in the AIC Code that long-serving Directors should not be pre

170、vented from forming part of an independent majority.It does not consider that the length of a Directors tenure reduces his ability to act independently.The Boards policy on tenure is that continuity and experience are considered to add significantly to the strength of the Board and,as such,no limit

171、on the overall length of services of any of the Companys Directors,including the Chairman,has been imposed,although the Board believes in the merits of periodic and progressive refreshment of its composition.The basis on which the Company aims to generate value over the longer term is set out in the

172、 Strategic Report on pages 15 to 17.All matters,including corporate and gearing strategy,investment and dividend policies,corporate governance procedures and risk management are reserved for the approval of the Board of Directors.The Board receives full information on the Companys investment perform

173、ance,assets,liabilities and other relevant information in advance of Board meetings.Board Responsibilities and Relationship with Investment Manager The Board is responsible for the investment policy and strategic and operational decisions of the Company and for ensuring that the Company is run in ac

174、cordance with all regulatory and statutory requirements.These matters include:The maintenance of clear investment objectives and risk management policies,changes to which require Board approval;The monitoring of the business activities of the Company,including investment performance and annual budge

175、ting;and Review of matters delegated to the Investment Manager and Company Secretary.The Investment Manager ensures that Directors have timely access to all relevant management and financial information to enable informed decisions to be made and contacts the Board as required for specific guidance.

176、The Company Secretary and Investment Manager prepare monthly reports for Board consideration on matters of relevance,for example current valuation and portfolio changes,dividend comparisons with previous years,cash availability and requirements and a breakdown of shareholdings by listing and sector.

177、The Board takes account of Corporate Governance best practice.25 Athelney Trust plc CORPORATE GOVERNANCE STATEMENT(CONTINUED)Chairman and Senior Independent Director The Chairman,Hugo Deschampsneufs,is independent.He considers himself to have sufficient time to commit to the Companys affairs.Given t

178、he size and nature of the Board it is not considered appropriate to appoint a senior independent Director.Directors Independence In accordance with the Listing Rules for investment entities,the Board has reviewed the status of its individual Directors and the Board as a whole.The non-executive Direc

179、tors are considered by the Board to be independent and free of any business or other relationship which could interfere with the exercise of their independent judgement.Hugo Deschampsneufs and David Horner were appointed at the 2014 Annual General Meeting for a term to expire at the next Annual Gene

180、ral Meeting.All three non-executive Directors offer themselves for re-election at the forthcoming Annual General Meeting.Remuneration Committee The Remuneration Committee comprises Hugo Deschampsneufs,David Horner and Dr Emmanuel Pohl with Dr Emmanuel Pohl as Chairman.The Committee will meet as nece

181、ssary to determine and approve Directors fees,following proper consideration of the role that individual Directors fulfil in respect of Board and Committee responsibilities,the time committed to the Companys affairs and remuneration levels generally within the Investment Trust Sector.Under Listing R

182、ule 15.6.6,the Code principles relating to directors remuneration do not apply to an investment trust company other than to the extent that they relate specifically to non-executive directors.Detailed information on the remuneration arrangements can be found in the Directors remuneration report on p

183、ages 29 to 30 and in note 4 to the financial statements.The Committee met once during the year and all committee members were present at the meeting.Company Secretary The Company Secretary,John Girdlestone FCA,is responsible for ensuring that Board and Committee procedures are followed and that appl

184、icable regulations are complied with.The Company Secretary also ensures timely delivery of information and reports and that the statutory obligations of the Company are met.All the directors have access to the advice and services of the company secretary.Independent Professional Advice and Directors

185、 Training There is an agreed procedure for Directors to seek independent professional advice if necessary at the Companys expense.The Chairman liaises on a regular basis with the other Directors and the Company Secretary to ensure that they are maintaining adequate training and continuing profession

186、al development.26 Athelney Trust plc CORPORATE GOVERNANCE STATEMENT(CONTINUED)Institutional Investors Use of Voting Rights The Investment Manager and Managing Director,Robin Boyle,in the absence of explicit instruction from the Board,is empowered to exercise discretion in the use of the Companys vot

187、ing rights.Voting Policy The Company has given discretionary voting powers to the Investment Manager,Robin Boyle.The Manager votes against resolutions he believes may damage shareholders rights or economic interests.Audit Committee The Audit Committee is chaired by Dr Emmanuel Pohl and attended by H

188、ugo Deschampsneufs and David Horner.The committee met once during the year.The duties of the committee include reviewing the Annual and Interim Accounts,the system of internal controls,and the terms of appointment and remuneration of the auditor,Clement Keys LLP(CK),including its independence and ob

189、jectivity.It is also the forum through which CK reports to the Board of Directors.Much of the Boards corporate governance responsibility is discharged through the Audit Committee.This Committee operates within clearly defined written terms of reference which are available upon request at the Company

190、s registered office.Significant Issues Considered by the Audit Committee in Relation to the Financial Statements Matter Action Investment Portfolio Valuation The Companys portfolio is invested predominantly in listed securities.Although all the securities are fully listed or traded on AIM,errors in

191、the portfolio valuation could have a material impact on the Companys net asset value per share.The portfolio is valued at bid price at the end of each month by the custodians Speirs&Jeffrey Limited.Misappropriation of Assets Misappropriation of the Companys investments or cash balances could have a

192、material impact on its net asset value per share.The portfolio is valued at bid price at the end of each month by the custodians Speirs&Jeffrey Limited.The portfolio is agreed on a monthly basis by the company secretary during the completion of the monthly accounts.Income Recognition Incomplete or i

193、naccurate income recognition could have an adverse effect on the Companys net asset value and earnings per share and its level of dividend cover.The level of income received for the year is agreed on a monthly basis with the Fund Manager,the company secretary and the dividend forecast for the year.2

194、7 Athelney Trust plc CORPORATE GOVERNANCE STATEMENT(CONTINUED)The Audit Committee reviews the scope and results of the audit and,during the year,considered and approved CKs plan for the audit of the financial statements for the year ended 31 December 2014.At the conclusion of the audit CK did not hi

195、ghlight any issues to the Audit Committee which would cause it to qualify its audit report nor did it highlight any fundamental internal control weaknesses.CK issued an unqualified audit report which is included on pages 31 to 33.The Audit Committee also reviews the provision of non-audit services b

196、y the auditor.It has been agreed that all non-audit work to be carried out by the auditor must be approved in advance by the Audit Committee.In addition to statutory audit fees of 10,500(2013:10,260)CK received fees for audit related regulatory reporting services of 1,050 for the year(2013:1,050)whi

197、ch related to the work completed on the review of the interim accounts.The Audit Committee does not consider that the provision of such non-audit services is a threat to the objectivity and independence of the conduct of the audit.As part of the review of auditor independence and effectiveness,CK ha

198、s confirmed that it is independent of the Company and has complied with relevant auditing standards.In evaluating CK,the Audit Committee has taken into consideration the standing,skills and experience of the firm and the audit team.The appointment has not been put out to tender notwithstanding CKs t

199、enure over many years as the Audit Committee,from direct observation and enquiry,remains satisfied that CK continues to provide effective independent challenge in carrying out its responsibilities.Following professional guidelines,the audit partner rotates after five years.However,Clement Keys LLP w

200、ill not be seeking re-election as auditors at the forthcoming Annual General Meeting and the Directors will be proposing the appointment of Hazlewoods LLP as auditors of the company.Relations with Shareholders The Company places great importance on communication with shareholders and welcomes their

201、views.The Chairman and other Directors are available to meet shareholders.The Annual General Meeting of the Company provides a forum,both formal and informal,for shareholders to meet and discuss issues with the Directors of the Company.The notice of the Annual General Meeting,to be held in London on

202、 9 April 2015,is set out on pages 47 to 54.The Annual Report and Notice of Annual General Meeting are sent to shareholders at least 20 working days before the Meeting.Internal Control The Board is responsible for the Companys system of internal control and for reviewing its effectiveness.It has ther

203、efore established an ongoing process designed to meet the particular needs of the Company in managing the risks to which it is exposed,consistent with the internal control guidance issued by the Financial Reporting Council.Adequate internal controls are in place for identifying,evaluating and managi

204、ng risks faced by the Company.This process,together with key procedures established with a view to providing effective financial control,has been in place for the full financial year and up to the date the financial statements were approved and is consistent with the internal control guidance issued

205、 by the Financial Reporting Council.28 Athelney Trust plc CORPORATE GOVERNANCE STATEMENT(CONTINUED)The Board has reviewed the need for an internal audit function.It has decided that the systems and procedures employed by the Directors,provide sufficient assurance that a sound system of internal cont

206、rol,which safeguards the Companys assets,is maintained.An internal audit function specific to the Company is therefore considered unnecessary.Corporate Governance and Social Responsible Investment Policy The Board is aware of its duty to act in the interests of the company.The Board acknowledges tha

207、t there are risks associated with investment in companies which fail to conduct business in a socially responsible manner.The Investment Manager considers social environmental and ethical factors which may affect the performance or value of the companys investments.The Directors,through the Manager,

208、encourage companies in which investments are held to adhere to best practice in the area of Corporate Governance.They believe that this can best be achieved by entering into a dialogue with company management to encourage them,where necessary,to improve their policies in this area.The Companys ultim

209、ate objective is to deliver superior long term returns for Shareholders which the Board believe will be produced on a sustainable basis by investing in companies which adhere to best practice in the area of Corporate Governance.Accordingly the Fund Manager will seek to favour companies which pursue

210、best practice in this area.BY ORDER OF THE BOARD Waterside Court Falmouth Road Penryn Cornwall TR10 8AW J.Girdlestone Secretary 4 March 2015 29 Athelney Trust plc DIRECTORS REMUNERATION REPORT The Board has prepared this Report in accordance with the requirements of Section 421 of the Companies Act

211、2006.An Ordinary Resolution will be put to the members to approve the Report at the forthcoming Annual General Meeting.The law requires the Companys Auditors to audit certain disclosures provided.Where disclosures have been audited,they are indicated as such.The Auditors opinion is included in their

212、 report on pages 31 to 33.Remuneration Committee The Company has a Remuneration Committee comprising Dr Emmanuel Pohl,Hugo Deschampsneufs and David Horner Emmanuel Pohl chairs the meetings.The Committee considers and approves Directors remuneration.Policy on Directors Remuneration The Boards policy

213、is that remuneration of non-executive Directors should reflect the experience of the Board as a whole and is determined with reference to comparable organisations and appointments.It is intended that this policy will continue for the year ended 31 December 2015.The remuneration of the non-executive

214、Directors is determined within the limits set out in the Companys Articles of Association.Directors are not eligible for bonuses,pension benefits,share options,long-term incentive schemes or other benefits.Directors Service Contracts All the Directors have a service contract with the Company.The ter

215、ms of their appointment provide that a Director shall retire and be subject to re-election at the first annual general meeting after their appointment and every year after that.The Managing Director Robin Boyle has a service contract commencing 21 August 2008 which provides for retirement by the Com

216、pany giving one years written notice and by Robin Boyle giving six months written notice.The service contracts for the three non-executive Directors,Hugo Deschampsneufs Emmanuel Pohl and Jonathan Addison provide for their contract to continue until the Annual General Meeting following the appointmen

217、t and for renewal at each subsequent Annual General Meeting.Their service contracts commenced 21 August 2008 and 19 August 2008 and 28 June 2010(for Jonathan Addison and Emmanuel Pohl)respectively.30 Athelney Trust plc DIRECTORS REMUNERATION REPORT(CONTINUED)Company Performance The graph below compa

218、res,for the five financial years ended 31 December 2014,the total return(assuming all dividends are reinvested)to ordinary shareholders compared to the total shareholder return on a notional investment made up of shares in the component parts of the AIM All-Share Index and Small Caps Index.The compa

219、rison is made between AIM All-Share and Small Caps as the majority of investment holdings by the Company are a constituent of one or the other of these two indices.*Assuming all dividends are reinvested Past Performance is no guarantee of future performance.Directors Remuneration for the Year(audite

220、d information)The Directors who served in the year received the following remuneration in the form of salaries:2014 2013 Hugo Deschampsneufs(Chairman,non-executive)10,000 10,000 Manny Pohl(Vice Chairman,non-executive)-Robin Boyle(Managing Director)45,000 45,000 David Horner(Non-executive)7,500 7,500

221、 Jonathan Addison(Alternate Director)-62,500 62,500 Approval The Directors Remuneration Report was approved by the Board on 4 March 2015.J.Girdlestone Company Secretary 60.00 70.00 80.00 90.00 100.00 110.00 120.00 130.00 140.00 150.00 160.00 170.00Dec-10Dec-11Dec-12Dec-13Dec-14Year EndAthelneys Shar

222、eholder Return and NAV against Benchmarks of AIM All-Share and Small Caps(figures have been rebased to 100 at 31 December 2005)NAVShareholder ReturnAIM All ShareSmall Caps 31 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF ATHELNEY TRUST PLC We have audited the financial statements of Athelney Trust p

223、lc for the year ended 31 December 2014,which comprise the Income Statement,the Reconciliation of Movements in Shareholders Funds,the Balance Sheet,the Cash Flow Statement and the related notes 1 to 15.The financial reporting framework that has been applied in their preparation is applicable law and

224、United Kingdom Accounting Standards(United Kingdom Generally Accepted Accounting Practice).This report is made solely to the Companys 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 Companys members

225、those matters we are required to state to them in an auditors 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 Companys members as a body,for our audit work,for this report,or for the opinions we

226、 have formed.Respective responsibilities of directors and auditor As explained more fully in the Statement of Directors Responsibilities set out on page 21,the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.Our re

227、sponsibility 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 require us to comply with the Auditing Practices Boards(APBs)Ethical Standards for Auditors.Scope of the audit of the

228、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 th

229、e accounting policies are appropriate to the Companys 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

230、and non-financial information in the Annual 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

231、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 Companys affairs as at 31 December 2014 and of its net

232、return and cash flows for the year then ended;have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;and have been prepared in accordance with the requirements of the Companies Act 2006.Our assessment of risks of material misstatement We identified the f

233、ollowing risks of material misstatement that had the greatest effect on the overall audit strategy,the allocation of resources in the audit,and directing the efforts of the audit engagement team:Valuation and existence of investments:Due to the materiality of investments in the context of the financ

234、ial statements as a whole.Completeness of investment income:Due to the materiality of the investment income in the context of revenue results for the year.32 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF ATHELNEY TRUST PLC (CONTINUED)Our application of materiality We apply the concept of materiality

235、 both in planning and performing our audit.This assists us in determining the nature,timing and extent of our audit procedures and to evaluate the effect of misstatements on our audit and on the financial statements and in forming our audit opinion.We also took into account that matters below these

236、thresholds may still be considered material for qualitative reasons.We determined materiality for the financial statements as a whole to be 79,700.This has been calculated by reference to several benchmarks of the financial statements and approximates to approximately 2.5%of investment assets.Due to

237、 the significance of the companys net assets compared to the amounts in the revenue column of the Income Statement,we calculated a separate materiality for the revenue column of the Income Statement of 23,500.We agreed with the audit committee to report to it all corrected and uncorrected misstateme

238、nts we identified through our audit with a value in excess of 3,985 in addition to other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds.An overview of the scope of our audit In establishing the overall approach to our audit,we assessed the risk of

239、 material misstatement,taking into account the nature,likelihood and potential magnitude of any misstatement,together with an assessment of the control environment.Following this assessment,we determined the extent of testing required in each area within the financial statements.We considered the ma

240、in areas of focus to be investment valuation and existence and investment income.We obtained audit evidence primarily through substantive procedures.Our procedures over the existence,completeness and valuation of the companys investment portfolio included,but were not limited to:agreeing investment

241、holdings to third party documentation;designing audit procedures to check that such investments have been correctly valued(at bid price);reviewing acquisitions and disposals of shares in the period to test whether all have been recorded accurately;and reviewing investment values after the balance sh

242、eet date,to consider the implications for the financial statements where there have been material changes.Our procedures over the completeness of investment income included but were not limited to:for a sample of investments held confirming that the income that should have been received has been rec

243、eived and recorded within the accounting records;assessing whether any dividend receipts should be treated as capital receipts;and ensuring that income has been recognised in accordance with the companys accounting policies.Opinion on other matters prescribed by the Companies Act 2006 In our opinion

244、:the information given in the Strategic Report and Directors Report for the financial year for which the financial statements are prepared is consistent with the financial statements;and the part of the Directors Remuneration Report to be audited has been properly prepared in accordance with the Com

245、panies Act 2006.33 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF ATHELNEY TRUST PLC (CONTINUED)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 i

246、n the annual 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 otherwise misleading.In particular,we are

247、 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 commun

248、icated to the audit committee which we consider should have been 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 fi

249、nancial 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 o

250、ur audit.Under the Listing Rules we are required to review:the directors statement,set out on page 20,in relation to going concern;and the part of the Corporate Governance Statement relating to the Companys compliance with the nine provisions of the UK Corporate Governance Code specified for our rev

251、iew;and certain elements of the report to shareholders by the Board on directors remuneration.Ross Cocker FCA Senior Statutory Auditor for and on behalf of Clement Keys LLP Statutory Auditor No.8 Calthorpe Road Edgbaston Birmingham B15 1QT 4 March 2015 34 Athelney Trust plc INCOME STATEMENT (INCORPO

252、RATING THE REVENUE ACCOUNT)For the Year Ended 31 December 2014 For the Year Ended 31 December 2013 Note Revenue Capital Total Revenue Capital Total Gains on investments held at fair value 8-221,717 221,717 -1,466,773 1,466,773 Income from investments 2 189,458-189,458 155,571-155,571 Investment Mana

253、gement expenses 3(5,661)(51,644)(57,305)(5,765)(53,034)(58,799)Other expenses 3(28,668)(44,156)(72,824)(27,922)(42,804)(70,726)Net return on ordinary 155,129 125,917 281,046 121,884 1,370,935 1,492,819 activities before taxation Taxation 5-Net return on ordinary activities after taxation 6 155,129 1

254、25,917 281,046 121,884 1,370,935 1,492,819 Net return per ordinary share 6 7.8p 6.3p 14.1p 6.1p 69.1p 75.3p Dividend per ordinary share paid during the year 7 5.5p 5.0p The total column of this statement is the profit and loss account for the Company.All revenue and capital items in the above statem

255、ent derive from continuing operations.No operations were acquired or discontinued during the above financial years.A statement of movements of reserves is given in note 12.A Statement of Total Recognised Gains and Losses is not required as all gains and losses of the Company have been reflected in t

256、he above Statement.The notes on pages 38 to 45 form part of these financial statements.35 Athelney Trust plc RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS FUNDS Called-up Capital Capital Total Share Share reserve reserve Revenue Shareholders Capital Premium realised unrealised reserve Funds Balance br

257、ought forward at 1 January 2013 495,770 545,281 752,028 939,882 223,067 2,956,028 Net profits on realisation of investments-297,801-297,801 Increase in unrealised Appreciation-1,168,972-1,168,972 Expenses allocated to Capital-(95,838)-(95,838)Profit for the year-121,884 121,884 Dividend paid in year

258、-(99,154)(99,154)Shareholders Funds at 31 December 2013 495,770 545,281 953,991 2,108,854 245,797 4,349,693 Balance brought forward at 1 January 2014 495,770 545,281 953,991 2,108,854 245,797 4,349,693 Net profits on realisation of investments-478,743-478,743(Decrease)/Increase in Unrealised appreci

259、ation-(257,026)-(257,026)Expenses allocated to Capital-(95,800)-(95,800)Profit for the year-155,129 155,129 Dividend paid in year-(109,069)(109,069)Shareholders Funds at 31 December 2014 495,770 545,281 1,336,934 1,851,828 291,857 4,521,670 The notes on pages 38 to 45 form part of these financial st

260、atements.36 Athelney Trust plc BALANCE SHEET AS AT 31 DECEMBER 2014 Company Number:02933559 Note 2014 2013 Fixed assets Investments held at fair value through profit and loss 8 4,432,113 4,298,919 Current assets Debtors 9 87,246 41,782 Cash at bank and in hand 18,137 24,709 105,383 66,491 Creditors:

261、amounts falling due within one year 10 (15,826)(15,717)Net current assets 89,557 50,774 Total assets less current liabilities 4,521,670 4,349,693 Provisions for liabilities and charges -Net assets 4,521,670 4,349,693 Capital and reserves Called up share capital 11 495,770 495,770 Share premium accou

262、nt 12 545,281 545,281 Other reserves(non distributable)Capital reserve-realised 12 1,336,934 953,991 Capital reserve-unrealised 12 1,851,828 2,108,854 Revenue reserve(distributable)12 291,857 245,797 Shareholders funds-all equity 4,521,670 4,349,693 Net Asset Value per share 14 228.0p 219.3p Approve

263、d and authorised for issue by the Board of Directors on 4 March 2015.R.G.Boyle Director The notes on pages 38 to 45 form part of these financial statements.37 Athelney Trust plc CASHFLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2014 2014 2013 Net cash inflow from operating activities 13,974 74,969 T

264、axation Corporation tax paid -Capital Expenditure and Financial Investment Purchases of investments (679,659)(722,310)Sales of investments 768,182 749,835 Net cash inflow from Capital Expenditure and Financial Investment 88,523 27,525 Equity dividends paid (109,069)(99,154)(Decrease)/Increase in cas

265、h in the year (6,572)3,340 Reconciliation of operating net revenue to net cash outflow from operating activities Revenue on ordinary activities before taxation 155,129 121,884(Increase)/decrease in debtors (45,464)48,427 Increase in creditors 109 496 Investment management expenses charged to capital

266、 (51,644)(53,034)Other expenses charged to capital (44,156)(42,804)Net cash inflow from operating activities 13,974 74,969 Reconciliation of net cash flow to movement in net funds Net funds at Net funds at 31.12.2013 Cash flow 31.12.2014 Cash at bank and in hand 24,709 (6,572)18,137 The notes on pag

267、es 38 to 45 form part of these financial statements.38 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 1.Accounting Policies 1.1 Basis of Preparation of Financial Statements The financial statements are prepared on a going concern basis under the historical cost convention as m

268、odified by the revaluation of investments held at fair value.The financial statements are prepared in accordance with the Companies Act 2006,applicable UK accounting standards and the provisions of the Statement of Recommended Practice“Financial Statements of Investment Trust Companies and Venture C

269、apital Trusts”(SORP)issued by the A.I.C.in January 2009.The financial statements have been prepared on the assumption that approval as an investment trust will continue to be granted.The financial statements,and the net asset value per share figures,have been prepared in accordance with UK Generally

270、 Accepted Accounting Practice(UK GAAP).1.2 Income Income from investments including taxes deducted at source is recognised when the right to the return is established(normally the ex-dividend date).UK dividend income is reported net of tax credits in accordance with FRS 16“Current Tax”.Interest is d

271、ealt with on an accruals basis.1.3 Investment Management Expenses Of the two directors involved in investment management,10%of their salaries have been charged to revenue and the other 90%to capital.All other investment management expenses have been charged to capital.The Board propose continuing th

272、is basis for future years.1.4 Other Expenses Expenses(including VAT)and interest payable are dealt with on an accruals basis and charged through the Revenue and Capital Accounts in an allocation that the Board consider to be a fair distribution of the costs incurred.1.5 Investments Listed investment

273、s comprise those listed on the Official List of the London Stock Exchange.Profits or losses on sales of investments are taken to realised capital reserve.Any unrealised appreciation or depreciation is taken to unrealised capital reserve.Investments have been classified as“fair value through profit a

274、nd loss”upon initial recognition.Subsequent to initial recognition,investments are measured at fair value with changes in fair value recognised in the Income Statement.Securities of companies quoted on a recognised stock exchange are valued by reference to their quoted bid prices at the close of the

275、 year.1.6 Taxation The tax effect of different items of income and expenses is allocated between capital and revenue on the same basis as the particular item to which it relates,using the Companys effective rate of tax for the year.39 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

276、2014 1.Accounting Policies(continued)1.7 Deferred Taxation Deferred tax is recognised in respect of all timing differences that have originated but not reversed by the balance sheet date.Deferred tax liabilities are recognised for all taxable timing differences but deferred tax assets are only recog

277、nised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted.Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the timing differences are e

278、xpected to reverse.Deferred tax assets and liabilities are not discounted.1.8 Capital Reserves Capital Reserve Realised Gains and losses on realisation of fixed asset investments are dealt with in this reserve.Capital Reserve Unrealised Increases and decreases in the valuations of fixed asset invest

279、ments are dealt with in this reserve.1.9 Dividends In accordance with FRS 21“Events after the Balance Sheet Date”,dividends are included in the financial statements in the year in which they are paid.1.10 Share Issue Expenses The costs associated with issuing shares are written off against any premi

280、um arising on the issue of Share Capital.2.Income Income from investments 2014 2013 UK dividend income 189,403 155,543 Bank interest 55 28 Total income 189,458 155,571 UK dividend income 2014 2013 UK Main Market listed investments 121,081 94,552 UK AIM traded shares 68,322 60,991 189,403 155,543 40

281、NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 3.Return on Ordinary Activities before Taxation 2014 2013 The following amounts(inclusive of VAT)are included within investment management and other expenses:Directors remuneration:-Services as a director 17,500 17,500 -Otherwise

282、in connection with management 45,000 45,000 Auditors remuneration:-Audit Services-Statutory audit 10,500 10,260 -Audit Services-Statutory audit movement on accruals from 200 -previous years -Audit Services-Audit related regulatory reporting 1,050 1,050 Miscellaneous expenses:-Other wages and salarie

283、s 31,074 32,035 -PR and communications 7,098 6,065 -Stock Exchange subscription 6,844 8,241 -Sundry investment management and other expenses 10,863 9,374 130,129 129,525 4.Employees 2014 2013 Costs in respect of Directors:Wages and salaries 62,500 62,500 Social security costs 4,424 5,495 66,924 67,9

284、95 Costs in respect of administrator:Wages and salaries 25,250 24,250 Social security costs 1,400 2,290 26,650 26,540 Total:Wages and salaries 87,750 86,750 Social security costs 5,824 7,785 93,574 94,535 Average number of employees:Chairman 1 1 Investment 2 2 Administration 1 1 4 4 41 NOTES TO THE

285、FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 5.Taxation (i)On the basis of these financial statements no provision has been made for corporation tax(2013:Nil).(ii)Factors affecting the tax charge for the year The tax charge for the period is lower than(2013:lower than)the average small c

286、ompany rate of corporation tax in the UK of 20 per cent.The differences are explained below:2014 2013 Total return on ordinary activities before tax 281,046 1,492,819 Total return on ordinary activities multiplied by the average small company rate of corporation tax 20%(2013:20%)56,209 298,564 Effec

287、ts of:UK dividend income not taxable (27,662)(27,412)Revaluation of shares not taxable 51,405 (233,794)Capital gains not taxable (95,749)(59,560)Unrelieved management expenses 15,797 22,202 Current tax charge for the year -The Company has unrelieved excess revenue management expenses of 65,539 at 31

288、 December 2014(2013:82,300)and 102,597(2013:102,597)of capital losses for Corporation Tax purposes and which are available to be carried forward to future years.It is unlikely that the Company will generate sufficient taxable profits in the future to utilise these expenses and therefore no deferred

289、tax asset has been recognised.For the year ended 31 December 2013,the Company received approval from HM Revenue and Customs under Section 1158 of the Corporation Tax Act 2010,therefore the Company was not liable to Corporation Tax on any realised investment gains for 2013.The Directors intend to con

290、tinue to meet the conditions required to obtain approval and therefore no deferred tax has been provided on any capital gains or losses arising on the revaluation or disposal of investments.6.Return per Ordinary Share The calculation of earnings per share has been performed in accordance with FRS 22

291、“Earnings Per Share”.2014 2013 Revenue Capital Total Revenue Capital Total Attributable return on ordinary activities after taxation 155,129 125,917 281,046 121,884 1,370,935 1,492,819 Weighted average number of shares 1,983,081 1,983,081 Return per ordinary share 7.8p 6.3p 14.1p 6.1p 69.1p 75.3p 42

292、 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 7.Dividend 2014 2013 Final dividend in respect of 2013 of 5.5p(2013:a final dividend of 5p was paid in respect of 2012)per share 109,069 99,154 Set out below is the total dividend payable in respect of the financial year,which is

293、 the basis on which the requirements of Section 1158 of the Corporation Tax Act 2010 are considered.It is recommended that a final dividend of 6.7 p(2013:5.5p)per ordinary share be paid amounting to a total of 132,866.For the year 2013,a final dividend of 5.5p was paid on 12 April 2014 amounting to

294、a total of 109,069.2014 2013 Revenue available for distribution 155,129 121,884 Final dividend in respect of financial year ended 31 December 2014 (132,866)(109,069)Undistributed Revenue Reserve 22,263 12,815 8.Investments 2014 2013 Movements in year Valuation at beginning of year 4,298,919 2,859,67

295、1 Purchases at cost 679,659 722,310 Sales-proceeds (768,182)(749,835)-realised gains on sales 478,743 297,801(Decrease)/Increase in unrealised appreciation(257,026)1,168,972 Valuation at end of year 4,432,113 4,298,919 Book cost at end of year 2,580,285 2,190,065 Unrealised appreciation at the end o

296、f the year 1,851,828 2,108,854 4,432,113 4,298,919 UK Main Market listed investments 2,852,033 2,679,736 UK AIM traded shares 1,580,080 1,619,183 4,432,113 4,298,919 43 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 8.Investments(continued)Gains on investments 2014 2013 Realis

297、ed gains on sales 478,743 297,801(Decrease)/Increase in unrealised appreciation(257,026)1,168,972 221,717 1,466,773 The purchase costs and sales proceeds above include transaction costs of 3,484(2013:4,496)and 3,527(2013:3,615)respectively.9.Debtors 2014 2013 Investment transaction debtors 82,794 37

298、,105 Other debtors 4,452 4,677 87,246 41,782 10.Creditors:amounts falling due within one year 2014 2013 Social security and other taxes 3,238 3,198 Other creditors 172 172 Accruals and deferred income 12,416 12,347 15,826 15,717 11.Called Up Share Capital 2014 2013 Authorised 10,000,000 Ordinary Sha

299、res of 25p 2,500,000 2,500,000 Allotted,called up and fully paid 1,983,081 Ordinary Shares of 25p 495,770 495,770(2013:1,983,081 Ordinary Shares of 25p)44 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 12.Reserves 2014 Share Capital Capital premium reserve reserve Revenue acco

300、unt realised unrealised reserve Balance at 1 January 2014 545,281 953,991 2,108,854 245,797 Net profits on realisation of investments-478,743 -(Decrease)/Increase in unrealised appreciation-(257,026)-Expenses allocated to capital-(95,800)-Profit for the year-155,129 Dividend paid in year-(109,069)Ba

301、lance at 31 December 2014 545,281 1,336,934 1,851,828 291,857 13.Financial Instruments The Companys financial instruments comprise equity investments,cash balances and debtors and creditors that arise directly from its operations,for example,in respect of sales and purchases awaiting settlement.Shor

302、t term debtors and creditors are excluded from disclosure.Fixed asset investments(see note 8)are valued at market bid price where available which equates to their fair values.The fair values of all other assets and liabilities are represented by their carrying values in the balance sheet.The major r

303、isks associated with the Company are market and liquidity risk.The Company has established a framework for managing these risks.The directors have guidelines for the management of investments and financial instruments.Market Risk Market risk arises from changes in interest rates,valuations awarded t

304、o equities,movements in prices and the liquidity of financial instruments.At the end of the year the Companys portfolio was invested in UK securities with the exception of 14.16 per cent,which was invested in overseas securities.Liquidity Risk Liquidity Risk is the risk that the Company may have dif

305、ficulty in meeting obligations associated with financial liabilities.The Company has no borrowings;therefore there is no exposure to interest rate changes.The company is able to reposition its investment portfolio when required so as to accommodate liquidity needs.45 NOTES TO THE FINANCIAL STATEMENT

306、S FOR THE YEAR ENDED 31 DECEMBER 2014 14.Net Asset Value per Share The net asset value per share is based on net assets of 4,521,670(2013:4,349,693)divided by 1,983,081(2013:1,983,081)ordinary shares in issue at the year end.2014 2013 Net asset value 228.0p 219.3p 15.Related Parties During the year

307、the following dividends were paid to the directors of the company as a result of their total shareholding:Mr Robin Boyle 23,550 Mr Hugo Deschampsneufs 4,292 Mr David Horner 1,100 46 Athelney Trust plc OFFICERS AND FINANCIAL ADVISERS Directors:H.B.Deschampsneufs(Chairman)Email:hugoathelneytrust.co.uk

308、 Dr.E.C.Pohl(Vice Chairman)Email:mannyathelneytrust.co.uk R.G.Boyle(Managing Director)Email:robinathelneytrust.co.uk D.A.Horner(resigned 30/1/15)J.L.Addison(Alternate Director)Email: Secretary:J.Girdlestone Email:johnathelneytrust.co.uk Waterside Court Tel:01326 378 288 Falmouth Road Penryn Cornwall

309、,TR10 8AW Registered Office:Waterside Court Website:www.athelneytrust.co.uk Falmouth Road Email:infoathelneytrust.co.uk Penryn Tel:01326 378 288 Cornwall,TR10 8AW Company Number:02933559 (Registered in England)Solicitor:McClure Naismith LLP Email: 49 Queen Street Tel:0131 272 8378 Edinburgh EH12 3NH

310、 Stockbroker:Speirs&Jeffrey Limited Email:graeme.dickiespeirsjeffrey.co.uk 50 George Square Tel:0141 248 4311 Glasgow,G2 1EH Auditors:Clement Keys LLP Email:ross.cockerclementkeys.co.uk 8 Calthorpe Road Tel:0121 456 4456 Edgbaston Birmingham,B15 1QT Banker:HSBC Bank Plc Market Street Falmouth Cornwa

311、ll,TR11 3AA Registrar:Share Registrars Limited Email: Suite E First Floor Tel:01252 821 390 9 Lion&Lamb Yard Farnham Surrey,GU9 7LL Public Relations Consultants:City Road Communications Email: Limited Tel:0207 248 8010 42-44 Carter Lane London,EC4V 5EA 47 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR

312、 IMMEDIATE ATTENTION.If you are in any doubt as to the content or action you should take,you should immediately consult your stockbroker,bank manager,solicitor,accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.If you have sold or otherwise

313、 transferred all your shares in Athelney Trust plc please send this document,together with the accompanying Form of Proxy to the purchaser or transferee or to the stockbroker,bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee._ ATHELNEY

314、 TRUST PLC NOTICE OF ANNUAL GENERAL MEETING Notice of the Annual General Meeting to be held at the offices of McClure Naismith LLP,Equitable House,47 King William Street,London EC4R 9AF on 9 April 2015 at 4.30pm is set out at the end of this document.The accompanying Form of Proxy for use at the Ann

315、ual General Meeting should be completed and returned and to be valid to reach John Girdlestone,C/O Athelney Trust plc,Waterside Court,Falmouth Road,Penryn,Cornwall TR10 8AW as soon as possible but,in any event so as to arrive not later than 48 hours prior to the meeting time being not later than 4.3

316、0pm on 7 April 2015.48 Letter from the Chairman Athelney Trust PLC(Incorporated and registered in England and Wales with No.02933559)Directors Registered office:H.B.Deschampsneufs Dr E.C.Pohl R.G.Boyle J.L.Addison Waterside Court Falmouth Road Penryn Cornwall TR10 8AW To the holders of ordinary shar

317、es of 25p each(“Shares”)in the capital of Athelney Trust plc(“Company”).4 March 2015 Dear Shareholder,ANNUAL GENERAL MEETING APPROVAL OF ANNUAL REPORT AND ACCOUNTS AND OTHER RESOLUTIONS Introduction The Annual General Meeting(“AGM”)of the Company is to be held on 9 April 2015 at 4.30pm at the office

318、s of McClure Naismith LLP,Equitable House,47 King William Street,London EC4R 9AF.A copy of the notice convening the AGM(the“Notice”)is set out at the end of this letter.Your full attention is directed to the full terms of the Notice.As you will see from the Notice,there are those additional items of

319、 special business to be considered at Resolutions 10,11&12 and I am writing to you to explain its purpose.In addition,the normal business of the Annual General Meeting including appointment of directors and the approval of the Annual Report and Accounts for the year ended 31 December 2014 will be un

320、dertaken at this meeting.Reference is made to those resolutions at the end of this letter.A copy of the Annual Report and Accounts is enclosed.Proposal It is the belief of the directors of the Company(the“Directors”or the“Board”)that the Company would benefit from the directors being authorised to a

321、llot further shares in the Company so that the Company may make offers and enter into agreements during the relevant period which would,or might,require shares to be allotted or rights to subscribe for,or convert other securities into,shares to be granted after the authority ends.The directors furth

322、er believe that the statutory pre-emption rights contained in the Companies Act be disapplied and that the Company be allowed to purchase its own shares.Resolution 10 proposes as follows:The authority given to the Directors to allot further shares or to grant rights to subscribe for,or to convert se

323、curities into ordinary shares in the capital of the Company requires the prior authorisation of the shareholders in general meeting under section 551 Companies Act 2006.Upon the passing of the Resolution 10,the Directors will have the necessary authority until the date of the next annual general mee

324、ting or,9 April 2016 if earlier,to allot and/or grant equity securities(as defined in section 560(1)of the Act),up to an aggregate nominal amount of 49,577.In addition,upon the passing of Resolution 10,(pursuant to paragraph(ii)of Resolution 10)the Directors will have authority,until the date of the

325、 next annual general meeting of the Company or 9 April 2016 if earlier,to allot and/or grant equity securities(as defined in section 560(1)of the Act)in connection with a rights issue in favour of Shareholders up to an aggregate nominal amount equal to 49,577 as reduced by the aggregate nominal amou

326、nt of any shares issued under paragraph(a)(i)of Resolution 10.The Directors will continue to seek to renew this authority at each annual general meeting in accordance with current best practice.49 This limited authority will enable the Directors to issue shares when they believe it is in the interes

327、ts of the Company to do so.While the Company would always consider from time to time the best manner of financing the Company,there is no present intention of issuing ordinary shares pursuant to Resolution 10.Resolution 11 proposes as follows:If the Directors wish to exercise the authority under Res

328、olution 10 and offer Shares(or sell any shares which the Company may purchase and elect to hold as treasury shares)for cash,the Companies Act 2006 requires that unless shareholders have given specific authority for the waiver of their statutory pre-emption rights,the new shares must be offered first

329、 to existing shareholders in proportion to their existing shareholdings.Resolution 11 empowers the Directors until the date of the next annual general meeting of the Company or,9 April 2016 if earlier,to allot and/grant equity securities for cash(or transfer shares which are from time to time held b

330、y the Company in treasury)(i)(a)by way of a rights issue(subject to certain exclusions),or(b)by way of an open offer or other offer of securities(not being a rights issue)in favour of existing shareholders in proportion to their shareholdings(subject to certain exclusions)or(ii)otherwise than pursua

331、nt to(i)up to an aggregate nominal value of 49,577.The Directors will seek to renew such authority and power at successive annual general meetings.This limited authority will enable the Directors to issue shares when they believe it is in the interests of the Company to do so.As at 25 February 2015(

332、being the last practicable date prior to publication of this document),the Company held no shares in treasury.Resolution 12 proposes as follows:That authority be granted to the directors to make market purchases(as defined in section 693 Companies Act 2006)of ordinary shares of 25p in the capital of

333、 the Company.In this case the authority contained in the resolution will be limited to a maximum number of ordinary shares of 25p each equivalent to 10 per cent of the issued ordinary shares of the Company at a minimum price of 25 pence per share and a maximum price(exclusive of expenses)being an amount equal to 105 per cent of the average of the middle market quotations for an ordinary share of t