Judges Scientific Plc (JDG) 2003年年度報告「LSE」.pdf

1、 JUDGES CAPITAL PLC DIRECTORS REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2003 JUDGES CAPITAL PLC COMPANY INFORMATION Directors Hon AR Hambro(Appointed 4 December 2002)Mr DE Cicurel(Appointed 4 December 2002)Mr RJ Elman(Appointed 4 December 2002)Mr GC Reece(Appointed 4 December

2、2002)Company Secretary Mr RJ Elman Company number 4597315 Registered office 1 Bickenhall Mansions Bickenhall Street London W1U 6BP Auditors Grant Thornton Chartered Accountants&Registered Auditors 8 West Walk Leicester LE1 7NH Nominated Advisor Shore Capital&Corporate Ltd Bond Street House 14 Cliffo

3、rd Street London W1S 4JU Stockbroker Shore Capital Stockbrokers Ltd Bond Street House 14 Clifford Street London W1S 4JU Registrars Capita IRG PLC The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Principal Bankers Bank of Scotland 14 Friar Lane Leicester LE1 5RA Solicitors Faegre Benson Hobson A

4、udley 7 Pilgrim Street London EC4V 6LB JUDGES CAPITAL PLC CONTENTS Page Chairmans Statement 1 Directors report 2 3 Report of the independent auditors 4 Profit and loss account 5 Balance sheet 6 Cash flow statement 7 Notes to the cash flow statement 8 Other notes to the financial statements 9-13 Noti

5、ce of Annual General Meeting 14-15 JUDGES CAPITAL PLC CHAIRMANS STATEMENT FOR THE PERIOD ENDED 31 DECEMBER 2003 Following its successful debut on the Alternative Investment Market on 7th January 2003,your company has pursued its strategy as an activist investor.The focus of our approach is to acquir

6、e strategic stakes in undervalued quoted companies and to propose changes likely to result in enhanced shareholder value.Our main theme is the encouragement of public to private transactions to take advantage of different perceptions of value between traditional stock market investors and private eq

7、uity funds.We also consider transactions that would result in an increase of our financial resources.I am pleased to report satisfactory results for Judges for the period since commencing trading on AIM.We have made a number of investments in quoted companies and retained at the period-end a strong

8、balance sheet with approximately 0.7 million of our net 1.8 million fundraising still in cash.The net assets(1.69 million)plus net unrealised profits on investments(0.09 million),amounted to 1.78 million,broadly equivalent to the net amount raised on admission to AIM.The result for the period is a n

9、et loss of 125,872.Due to our relatively small size,we have been vigilant in keeping a tight rein on our administrative expenses,which were 204,859 for the period and include costs of 17,297 relating to an abortive transaction.Our portfolio of active investments at the period end were as follows:?to

10、gether with David Cicurel(Investments)and Starlight Investments,an 11.7%holding in Pilkingtons Tiles plc which owns an attractive real estate site in Poole,Dorset;?together with certain co-investors,a 2%shareholding in a quoted support services company;?a 2.2%shareholding in an engineering company o

11、perating in a niche sector(partly acquired after the period end);and?a 3.8%shareholding in Lionheart plc,an 11.6m cash shell which entered members voluntary liquidation.Following the period end Lionheart plc shareholders received a payment of 140p per share giving us a small profit of 16,000 on our

12、investment of 368,000.We are anticipating a further payment of up to 13p per share(equivalent to 35,000),the timing of which is uncertain.Over the course of the last 12 months,we have experienced a challenging climate for our business model.The opportunity for arbitrage between public and private co

13、mpany valuations has been eroded by a strong recovery in quoted small company shares.Over the period,the FTSE SmallCap index finished the year 48%above its March low point and showed a 33%increase for the year.Whilst we continue to see a potential for creating value from our activist approach,increa

14、sed ratings applied at present to small quoted companies are affecting our ability to acquire significant blocks of shares in target companies at suitable prices.This investment climate invites us to be selective and prudent.We are conscious of our small size and continue to review transactions capa

15、ble of increasing our size and enhancing shareholder value at the same time.We look forward to reporting progress on such opportunities in the coming year.The Board wishes to take the opportunity of thanking our shareholders for their continued support and looks forward to creating further attractiv

16、e returns from our existing portfolio over the forthcoming months.Alex Hambro Chairman Date:31 March 2004 -1-JUDGES CAPITAL PLC DIRECTORS REPORT FOR THE PERIOD ENDED 31 DECEMBER 2003 The directors present their report and financial statements for the period ended 31 December 2003.Principal activitie

17、s and review of the business The principal activity of the company is that of undertaking investments.The company was incorporated on 21 November 2002 and commenced trading on 4 December 2002.The period reported on in these financial statements is the period from incorporation to 31 December 2003.A

18、review of the companys activities during the period and of its prospects is included in the Chairmans Statement.Results and dividends The results for the period are set out on page 5.The directors do not recommend payment of a dividend for the period.Directors The following directors have held offic

19、e during the period:Hon AR Hambro 1 non executive(Appointed 4 December 2002)Mr DE Cicurel(Appointed 4 December 2002)Mr RJ Elman(Appointed 4 December 2002)Mr GC Reece 1 non executive(Appointed 4 December 2002)Ludgate Nominees Limited(Appointed 21 November 2002 and resigned 4 December 2002)Ludgate Sec

20、retarial Services Limited(Appointed 21 November 2002 and resigned 4 December 2002)1 Member of the audit committee and remuneration committee Directors interests The directors interests in the shares of the company were as stated below:Ordinary of 5p each 31 December 2003 21 November 2002 Hon AR Hamb

21、ro-0%-Mr DE Cicurel 526,356*24.99%-Mr RJ Elman-0%-Mr GC Reece -0%-*Held through David Cicurel(Investments)Limited Convertible Redeemable of 1p each 31 December 2003 21 November 2002 Hon AR Hambro 416,667 8.33%-DE Cicurel 4,166,667*83.33%-RJ Elman 208,333 4.17%-GC Reece 208,333 4.17%-*Held through Da

22、vid Cicurel(Investments)Limited The conversion terms of the convertible redeemable shares are detailed in note 9 to the financial statements.Following a full conversion of the shares to ordinary shares the directors interests in the enlarged share capital of the company would be as follows:No of Sha

23、res Percentage Hon AR Hambro 23,923 1.0%DE Cicurel 765,590 32.0%RJ Elman 11,962 0.5%GC Reece 11,962 0.5%-2-JUDGES CAPITAL PLC DIRECTORS REPORT(CONTINUED)FOR THE PERIOD ENDED 31 DECEMBER 2003 Auditors Grant Thornton were appointed auditors to the company and in accordance with section 385 of the Comp

24、anies Act 1985,a resolution proposing that they be re-appointed will be put to the Annual General Meeting.Payment policy The companys policy is to agree terms and conditions with suppliers before business takes place and to pay agreed invoices in accordance with the terms of payment.Trade creditors

25、of the company at the period end amount to 12 days.Directors responsibilities United Kingdom company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for

26、that period.In preparing those financial statements,the directors are required to:-select suitable accounting policies and then apply them consistently;-make judgments and estimates that are reasonable and prudent;-prepare the financial statements on the going concern basis unless it is inappropriat

27、e to presume that the company will continue in business.The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies A

28、ct 1985.They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.Corporate Governance The Directors have established an audit committee and a remuneration committee with formally dele

29、gated duties and responsibilities.The members of both committees are the non-executive Directors.The audit committee determines the terms of engagement of the Companys auditors and,in consultation with the Companys auditors,the scope of the audit.The audit committee has unrestricted access to the Co

30、mpanys auditors.The remuneration committee reviews the scale and structure of the executive Directors remuneration and the terms of their service contracts.The remuneration of the non-executive Directors is determined by the Board as a whole.On behalf of the board RJ Elman 31 March 2004 -3-JUDGES CA

31、PITAL PLC REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF JUDGES CAPITAL PLC We have audited the financial statements of Judges Capital plc for the period ended 31 December 2003 which comprise the principal accounting policies,the profit and loss account,the balance sheet,the cashflow statement

32、 and associated notes 1 to 3 and other notes 1 to 16.These financial statements have been prepared under the historical cost convention and the accounting policies set out therein.This report is made solely to the companys members,as a body,in accordance with Section 235 of the Companies Act 1985.Ou

33、r audit work has been undertaken so that we might state to the companys members 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 comp

34、anys members as a body,for our audit work,for this report or for the opinions we have formed.Respective responsibilities of the directors and auditors The directors responsibilities for preparing the Annual Report and the financial statements in accordance with United Kingdom law and accounting stan

35、dards are set out in the statement of directors responsibilities.Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards.We report to you our opinion as to whether the financial statements give a true

36、 and fair view and whether the financial statements have been properly prepared in accordance with the Companies Act 1985.We also report to you if,in our opinion,the directors report is not consistent with the financial statements,if the company has not kept proper accounting records,if we have not

37、received all the information and explanations we require for our audit,or if information specified by law regarding directors remuneration and transactions with the company is not disclosed.We read the other information contained in the Annual Report and consider whether it is consistent with the au

38、dited financial statements.This other information comprises only the Chairmans Statement and the Directors Report.We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements.Our responsibilities do not extend

39、to any other information.Basis of opinion We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board.An audit includes examination,on a test basis,of evidence relevant to the amounts and disclosures in the financial statements.It also includes

40、an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements,and of whether the accounting policies are appropriate to the companys circumstances,consistently applied and adequately disclosed.We planned and performed our audit so as to

41、 obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement,whether caused by fraud or other irregularity or error.In forming our opinion we a

42、lso evaluated the overall adequacy of the presentation of information in the financial statements.Opinion In our opinion the financial statements give a true and fair view of the state of the companys affairs as at 31 December 2003 and of its loss for the period then ended and have been properly pre

43、pared in accordance with the Companies Act 1985.Grant Thornton Chartered Accountants Registered Auditor Chartered Accountants 31 March 2004&Registered Auditors 8 West Walk LE1 7NH-4-JUDGES CAPITAL PLC PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 31 DECEMBER 2003 Period ended 31 December 2003 Notes A

44、dministrative expenses (204,859)-Operating loss 2(204,859)Profit on disposal of investments 30,049 Investment income 3 14,750 Other interest receivable and similar income 34,188 -Loss on ordinary activities before taxation (125,872)Tax on loss on ordinary activities 4-Loss on ordinary activities aft

45、er taxation 10(125,872)-Loss per ordinary share 5(6.7p)-All operations are continuing operations.There are no recognised gains and losses other than those passing through the profit and loss account.The company was incorporated on 21 November 2002 and so there is no comparable period.-5-JUDGES CAPIT

46、AL PLC BALANCE SHEET AS AT 31 DECEMBER 2003 2003 Notes Current assets Debtors 6 18,912 Investments 7 1,007,336 Cash at bank and in hand 703,647 -1,729,895 Creditors:amounts falling due within one year 8(42,455)-Total assets less current liabilities 1,687,440 -Capital and reserves Called up share cap

47、ital 9 117,818 Share premium account 10 1,695,494 Profit and loss account 10 (125,872)-Shareholders funds 11 1,687,440 -Equity interests 1,674,940 Non-equity interests 12,500 -1,687,440 -The financial statements were approved by the Board on 31 March 2004 RJ Elman DE Cicurel Director Director -6-JUD

48、GES CAPITAL PLC CASH FLOW STATEMENT FOR THE PERIOD ENDED 31 DECEMBER 2003 Period ended 31 December 2003 Net cash outflow from operating activities (166,566)Returns on investments and servicing of finance Interest received 34,188 -Net cash inflow from returns on investments and servicing of finance 3

49、4,188 -Net cash outflow before management of liquid resources and financing (132,378)Management of liquid resources Purchase of investments(1,039,372)Receipts from sale of investments 62,085 -(977,287)Financing Issue of Ordinary shares 2,001,002 Issue of Convertible Redeemable shares 12,500 Expenses

50、 paid in connection with share issues(200,190)-Net proceeds from issue of shares 1,813,312 Decrease in debt-Net cash inflow from financing 1,813,312 -Increase in cash in the period 703,647 -7-JUDGES CAPITAL PLC NOTES TO THE CASH FLOW STATEMENT FOR THE PERIOD ENDED 31 DECEMBER 2003 1 Reconciliation o

51、f operating loss to net cash outflow from operating activities 2003 Operating loss(204,859)Increase in debtors(4,162)Increase in creditors due within one year 42,455 -Net cash outflow from operating activities (166,566)-2 Analysis of net funds 21 November Cash flow 31 December 2002 2003 Net cash:Cas

52、h at bank and in hand-703,647 703,647 -Liquid resources:Current asset investments-1,007,336 1,007,336 -Net funds-1,710,983 1,710,983 -3 Reconciliation of net cash flow to movement in net funds 2003 Increase in cash in the period 703,647 Cash outflow from increase in liquid resources 1,007,336 -Movem

53、ent in net funds in the period 1,710,983 Opening net funds -Closing net funds 1,710,983 -8-JUDGES CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2003 1 Accounting policies 1.1 Accounting convention The financial statements are prepared under the historical cost conven

54、tion.1.2 Investments All investments are treated as current assets reflecting the companys strategic investment policy to actively pursue appropriate and profitable exit routes on all investments.Current asset investments are stated at the lower of cost and net realisable value.Investment income Inv

55、estment income comprises dividends declared during the accounting period and interest receivable on quoted and unquoted investments.1.3 Deferred taxation Deferred tax is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and acc

56、ounting purposes.The deferred tax balance has not been discounted.1.4 Cashflow statement Movement of liquid resources relates to net cost of current investments acquired and sold in the period.All current asset investments are held as liquid resources.2 Operating loss 2003 Operating loss is stated a

57、fter charging:Profit on disposal of investments 30,049 Costs relating to abortive transaction 17,297 Auditors remuneration 7,000 Remuneration of auditors for non-audit work(tax advisory)9,594 -In addition fees were paid to the auditors in respect of work undertaken as part of the flotation of the co

58、mpany.The costs of 9,400 were charged against share premium.3 Investment income 2003 Income from current asset investments 14,750 -4 Taxation Current tax charge-Factors affecting the tax charge for the period Loss on ordinary activities before taxation(125,872)-Loss on ordinary activities before tax

59、ation multiplied by standard rate of UK corporation tax of 30%.(37,762)Losses carried forward 37,762 -9-JUDGES CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS(CONTINUED)FOR THE PERIOD ENDED 31 DECEMBER 2003 5 Loss per ordinary share Loss per share is calculated by dividing the loss for the period of 1

60、25,872 by the weighted average number of shares in issue during the period of 1,888,649.As there is a loss for the period there is no dilutive affect arising from the convertible redeemable shares.6 Debtors 2003 Other debtors 14,750 Prepayments and accrued income 4,162 -18,912 -7 Current asset inves

61、tments Period end value Historical Cost Market valuation Directors valuation Total Valuation Unquoted investments 368,467 420,750 420,750Quoted investments 638,869 679,756 679,756 1,007,336 679,756 420,750 1,100,506 Net unrealised gain-40,887 52,283 93,170 8 Creditors:amounts falling due within one

62、year 2003 Trade creditors 6,273 Accruals and deferred income 33,470 Social security and other taxes 2,712 -42,455 -9 Share capital 2003 Authorised 10,000,000 Ordinary shares of 5p each 500,000 5,000,000 Convertible Redeemable shares of 1p each 50,000 -550,000 -Allotted,called up and fully paid 2,106

63、,356 Ordinary shares of 5p each 105,318 5,000,000 Convertible Redeemable shares of 1p each,quarter paid 12,500 -117,818 -10-JUDGES CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS(CONTINUED)FOR THE PERIOD ENDED 31 DECEMBER 2003 Convertible Redeemable Shares On 4 December 2002 the company issued 5,000,0

64、00 Convertible Redeemable Shares of 1p nominal value each a quarter paid up for cash.The principal terms of the Convertible Redeemable Shares are as follows:?There is no right to participate in the profits of the company.?On a winding up or other return of capital the surplus assets remaining after

65、payment of liabilities shall be applied:i)First in repaying the capital paid up on the Ordinary Shares;ii)Secondly in repaying the capital paid up on the Convertible Redeemable Shares;and iii)Thirdly distributed amongst the holders of the Ordinary Shares according to the amounts paid up.?The holders

66、 of the Convertible Redeemable Shares are not entitled to attend or vote at General Meetings of the company unless the meeting considers a resolution for winding up the company.?On payment to the company of the aggregate of(i)a sum equal to any amount which has not been called or which is otherwise

67、unpaid in respect of all of the Convertible Redeemable Shares to be converted and(ii)a further sum equal to 95 pence multiplied by the number of Ordinary Shares to be issued as a result of the conversion less the amount paid up or deemed paid up(including the amount referred to in(i)above)in respect

68、 of the Convertible Redeemable Shares to be converted(“Conversion Price”),each holder of Convertible Redeemable Shares shall be entitled to convert all or any of his Convertible Redeemable Shares into such number of fully paid Ordinary Shares which represents 0.24 per cent of the number of Ordinary

69、Shares in issue,assuming that all the Convertible Redeemable Shares remaining capable of being convertible into Ordinary Shares at the date of which the conversion takes place had been converted at the time,for every 100,000 Convertible Redeemable Shares so converted and so in proportion for any gre

70、ater or lesser number of Convertible Redeemable Shares(“Conversion Rate”).Ordinary Shares On 21 November 2002 the company issued 40 Ordinary Shares at par for cash.On 7 January 2003 the company issued 2,106,316 Ordinary Shares at 95p.The resulting share premium of 1,895,684 was credited to the share

71、 premium account after deducting the expenses of the issue totaling 200,190.10 Statement of movements on reserves Share premium account Profit and loss account Retained loss for the period-(125,872)Premium on shares issued during the period 1,695,494 -Balance at 31 December 2003 1,695,494 (125,872)-

72、11-JUDGES CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS(CONTINUED)FOR THE PERIOD ENDED 31 DECEMBER 2003 11 Reconciliation of movements in shareholders funds 2003 Loss for the financial period (125,872)Proceeds from issue of shares 1,813,312 -Net addition to shareholders funds 1,687,440 Opening share

73、holders funds -Closing shareholders funds 1,687,440 -12 Directors emoluments 2003 Emoluments for qualifying services 62,786 -Highest paid director 25,000 -13 Employees Number of employees There were no employees during the period apart from the four directors.Employment costs 2003 Wages and salaries

74、 62,000 Social security costs 5,057 -67,057 -14 Related Party Transactions In addition to the amounts paid to the directors the following transactions took place:D Cicurel Amounts of 25,000 were paid to David Cicurel(Investments)Limited,a company indirectly controlled by The David Cicurel Settlement

75、,of which David Cicurel is a potential beneficiary.This represents a contribution towards the costs of using the offices and administrative services of that company.This arrangement is monitored by the non-executive Directors.D Cicurel is a director of Dawnay,Day&Co.Limited which is a member of the

76、same group as Dawnay,Day Corporate Finance Limited which received fees of 90,793 for acting as the Nominated Advisor to the company.The company acquired shares in Lionheart plc from David Cicurel(Investments)Limited for a cash consideration of 97,299 which represented a no loss,no gain for that comp

77、any.The price paid by the company was below the prevailing market price at the date of the transaction.R Elman R Elman is a partner of Elman Wall,a firm of Chartered Accountants who provide bookkeeping and accounting services to the company,at a cost of 12,000 in the period.-12-JUDGES CAPITAL PLC NO

78、TES TO THE FINANCIAL STATEMENTS(CONTINUED)FOR THE PERIOD ENDED 31 DECEMBER 2003 15 Financial Instruments The company uses financial instruments,other than derivatives comprising borrowings,cash and various items such as short term debtors and creditors that arise directly from its operations.The mai

79、n purpose of these financial instruments is to raise finance for the companys operations.The main risk arising from the companys financial instruments is liquidity risk.The board reviews and agrees policies for managing each of these risks and they are summarised below.Short term debtors and credito

80、rs have been excluded from all the following disclosures:Management of liquid resources Judges Capital endeavours to balance its portfolio with approximately five positions at any one time.These special situations will,ideally,be at different stages of maturity,in different sectors and will involve

81、different levels of management co-operation.Judges Capital may invite co-investors to participate in an individual transaction for which they will pay Judges Capital a share of their profits.This could serve to boost the return on the funds invested in a target and enable Judges Capital to pursue a

82、strategy,such as an outright bid for a target,that might otherwise lead to an imbalance in the portfolio.16 Share options In lieu of payment for advisory services to the company Shore Capital and Corporate Limited was granted the right to subscribe for 100,000 Ordinary Shares at a subscription price

83、 of 102.5 pence per share.This right is exercisable at any time until 31 December 2004.-13-JUDGES CAPITAL PLC NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the first Annual General Meeting of Judges Capital PLC,(“the Company”)will be held at 14 New Burlington Street,London W1S 3BQ on

84、17th June 2004,at 11.00 am for the purpose of dealing with the following business of which items 4 and 5 are special business.ORDINARY BUSINESS 1 To receive the reports of the directors and the auditors and the audited accounts of the Company for the period ended 31 December 2003.2 To re-elect Ralph

85、 Julian Elman who retires by rotation,as a Director.3 To re-appoint Grant Thornton as auditors to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company and to authorise the directors to fix the remuneration of t

86、he auditors.SPECIAL BUSINESS To consider and,if thought fit,to pass the following resolutions as to the resolution numbered 4 as an Ordinary Resolution and as to the resolution numbered 5 as a Special Resolution:ORDINARY RESOLUTION 4 THAT the directors of the Company be and are hereby generally and

87、unconditionally authorised to exercise all the powers of the Company to allot relevant securities(as defined for the purposes of section 80 of the Companies Act 1985(“the Act”)up to an aggregate nominal amount of 52,659 provided that this authority unless renewed shall expire at the close of the nex

88、t Annual General Meeting of the Company,save that the Company may before such expiry make any offer,agreement or arrangement which would or might require relevant securities to be allotted after such expiry and the directors of the Company may allot the relevant securities in pursuance of such offer

89、 or agreement or other arrangements as if the authority conferred hereby had not expired,this authority to replace any previous authority under section 80 of the Act which is hereby revoked with immediate effect.SPECIAL RESOLUTION 5 THAT:(a)subject to and conditional upon the passing of resolution 4

90、 above,the directors of the Company be and they are hereby empowered pursuant to section 95(1)of the Act to allot equity securities(as defined for the purposes of section 95 of the Act)for cash,pursuant to the authority granted by resolution 4 above,as if section 89(1)of the Act did not apply to any

91、 such allotment,provided that such power shall be limited to:(i)the allotment of equity securities in connection with a rights issue or open offer in favour of ordinary shareholders where the equity securities attributable to the respective interests of all ordinary shareholders are proportionate to

92、 the respective numbers of Ordinary Shares held by them on the record date for such allotment,but subject to such exclusions as the Directors may deem fit to deal with fractional entitlements or problems arising under the laws of any overseas territory or the requirements of any regulatory body or s

93、tock exchange;and (ii)the allotment(otherwise than pursuant to sub-paragraph(i)above)of equity securities for cash up to an aggregate nominal amount of 52,659.and,unless previously renewed,revoked or varied,such power shall expire at the close of the next Annual General Meeting of the Company,save t

94、hat the Company may before such expiry make an offer,agreement or other arrangement which would or might require equity securities to be allotted after such expiry and the directors of the Company may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby ha

95、d not expired;-14-JUDGES CAPITAL PLC NOTICE OF ANNUAL GENERAL MEETING(contd)(b)For the purposes of this resolution:(i)“relevant rights issue”means an offer of equity securities open for acceptance for a period fixed by the directors of the Company to holders on the register on a fixed record date of

96、 ordinary shares in the Company in proportion(or as nearly as may be practicable)to their respective holdings but subject in any case to such exclusions or other arrangements as the directors of the Company may deem necessary or desirable to deal with fractional entitlements or legal or practical pr

97、oblems under the laws of,or the requirements of,any recognised regulatory body or any stock exchange in any territory;and (ii)the nominal amount of any securities shall be taken to be,in the case of rights to subscribe for or convert any securities into shares of the Company,the nominal amount of su

98、ch shares,which may be allotted pursuant to such rights.By Order of the Board R J Elman Registered Office:Company Secretary 1 Bickenhall Mansions 26 April 2004 Bickenhall Street London W1U 6BP Notes:1 A member entitled to attend and vote at the meeting convened by the notice set out above is entitle

99、d to appoint one or more proxies to attend and,on a poll,vote in his or her place.A proxy need not be a member of the Company.2 To be valid,the instrument appointing a proxy together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power o

100、r authority,must be deposited at the registered office of the Company not less that 48 hours before the time fixed for the Annual General Meeting or any adjournment thereof.3 The completion and return of a form of proxy will not preclude a member from attending and voting in person at the meeting sh

101、ould he or she so wish.4.Pursuant to Regulation 34 of The Uncertificated Securities Regulations 1995 only those members registered in the Register of Members of the Company as at 11 am on 15 June 2004 being not more than 48 hours before the time fixed for the meeting are entitled to attend or vote a

102、t the meeting in respect of the number of shares registered in their name at 11 am on 15 June 2004.Changes to entries in the Register after 11 am on 15 June 2004 shall be disregarded in determining the right to attend or vote at the meeting.-15-Judges Capital PLC 14 New Burlington Street London W1S 3BQ Tel:020 7437 4037 Fax:020 7437 2607 E-mail:DEC