London Finance
& Investment Group P.L.C. (the ‘Company’)
Annual Report and
Accounts and Annual General Meeting
The Company announces that, in accordance with Listing Rule
9.6.1., the following documents have today been submitted to the UK
Listing Authority and will shortly be available for inspection via
the National Storage Mechanism at www.hemscott.com/nsm.do:
- Annual Report and Accounts for the year ended 30th
June 2015 (‘the Annual Report and
Accounts 2015’);
- Notice of Annual General Meeting (included within the Annual
Report and Accounts 2015) of the Company to be held at 10am on 2nd December 2015 at 6 Middle Street, London EC1A 7JA; and
- Form of Proxy for the 2015 Annual General Meeting (included
within the Annual Report and Accounts 2015).
The above documents are being posted to shareholders today. The
Annual Report and Accounts 2015 and Notice of Annual General
Meeting are also available on the website of City Group P.L.C., the
Company Secretary, at www.city-group.com.
The Company's financial statements and information on important
events that have occurred during the financial year and their
impact on the financial statements were included in the Company’s
preliminary announcement released on 30th September
2015. That information, together with the information set out
below, extracted from the Annual Report and Accounts 2015,
constitutes the material required by Disclosure and Transparency
Rule 6.3.5. which is to be communicated to the media in full
unedited text through a Regulatory Information Service. This
announcement is not a substitute for reading the full Annual Report
and Accounts 2015. Page and note references in the text below
refer to page numbers in the Annual Report and Accounts 2015.
Appendix
Business Environment, Financial
Instruments & Principal Risks and Uncertainties
The financial instruments of the Group, in addition to its
investments, comprise cash and borrowings to finance those
investments.
As an investment company our principal risks and uncertainties
arise from the Group’s financial instruments, and are:
Stock market volatility and economic
uncertainty
The Company’s investment performance will be affected by general
economic and market conditions. Although the Company cannot predict
the level of growth in the global economy, as with most businesses,
it believes a period of weak market growth will have an adverse
effect on its investments. Volatility relating to the Company’s
investments, including movements in interest rates and returns from
equity and other investments will impact upon the value of the
Group’s investment portfolio.
Possible volatility of share prices
of investments
A number of factors outside the control of the Company may
impact the share price performance of its investments. Such factors
could include investor sentiment, local and international stock
market conditions, divergence of results from analysts’
expectations, changes in earnings estimates by analysts and changes
in political and economic sentiment.
Dividend income
The ability of the companies that we invest in to pay dividends
to shareholders depends upon their profitability, cash flow and the
extent to which, as a matter of law, they have sufficient
distributable reserves from which any proposed dividends may be
paid and the willingness of the Board to pay. There can be no
guarantee that the companies we invest in will be able to sustain
their dividend policies in the future.
Ability to make strategic
investments
There are limited opportunities for the Company to make
strategic investments and therefore there is no guarantee that the
Company will be able to do so at a price the directors believes
will represent fair value.
Liquidity of equity investments in
strategic investments
Strategic investments may be made in the equity of “small cap”
companies, both listed and unlisted. There is a risk that due to
the low level of liquidity in the equity of these strategic
investments the Company may not be able to realise its investment,
either at all, or at a price the Company believes reflects fair
value.
The depth and overlap of experience of directors means that
there is no key-man dependency. Note 20 sets out the policies
of the Board, which have remained substantially unchanged for the
year under review, for managing risks associated with its financial
instruments. In addition the Company is exposed to investment
risk arising from the selection of investments which it mitigates
by drawing on the investment experience of its directors.
The Board does not consider that there is any further
information relating to environmental matters, employees, social,
community and human rights issues that it is necessary to report
for an understanding of the development, performance or position of
the Company’s business.
Related Party Disclosures
Lonfin and its wholly owned subsidiary, owns 43.8% of its
associate Western of which Mr. D.C.
Marshall, Mr. J. M. Robotham
and Mr. E.J Beale, the Chief Executive of our subsidiary company
City Group, are directors. Mr. D.C.
Marshall and Mr. J. M.
Robotham's shareholdings in Lonfin are set out in the
accompanying Director’s Report.
Lonfin and/or Western hold shares in Finsbury Food Group Plc and
Northbridge Industrial Services Plc. Mr. D.C. Marshall is a director of Northbridge
Industrial Services plc and Mr. E. J.
Beale is a director of Finsbury Food Group Plc.
Mr. D. C. Marshall and Mr.
L. H. Marshall are directors and Mr.
E.J. Beale is the non-executive
Chairman of Marshall Monteagle PLC, and Mr D. C. Marshall, and Mr J. M. Robotham are shareholders in Marshall
Monteagle PLC which in turn is a substantial shareholder in Halogen
Holdings P.L.C. Mr. D. C.
Marshall is Chairman of Halogen Holdings P.L.C. and Mr
L. H. Marshall and Mr. E. J. Beale are directors of Halogen Holdings
P.L.C..
Lonfin and Western own City Group in the ratio 51.4% and 48.6%
respectively. City Group P.L.C. provides offices and company
secretarial and administrative services to various companies in the
United Kingdom and abroad most of
which are associated with Lonfin and Western including all of the
above companies.
City Group operates as a shared service centre and does not seek
to make a profit from the provision of its standard services to
these related parties. The various company secretarial,
accounting, and directors’ fees received by City Group from those
companies, their associates and subsidiaries, total £204,000 (2014
- £212,000) for the year under review. At the statement of
financial position date the aggregate balance due in respect of
fees invoiced was £194,000 (2014 - £219,000) and no fees have been
paid in advance (2014 - £23,000 paid in advance). Settlement is
within normal credit terms.
Other than as disclosed above no director was interested in any
contract between the directors, the Company and any other related
party that subsisted during or at the end of the financial
year.
Statement of Directors’
Responsibilities in Respect of the Accounts
As set out above, the following responsibility statement is
repeated here solely for the purpose of complying with Disclosure
and Transparency Rule 6.3.5. This statement relates to and is
extracted from page 35 of the Annual Report and Accounts 2015.
Responsibility is for the full Annual Report and Accounts 2015 not
the extracted information presented in this announcement or the
preliminary announcement released on 30th September 2015.
The directors are responsible for preparing the Directors’
Report and the financial statements in accordance with applicable
law and regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law the
directors have elected to prepare the financial statements in
accordance with International Financial Reporting Standards (IFRSs)
as adopted by the European Union. Under company law the
directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for
that period.
In preparing these financial statements, the directors are
required to:
- select suitable accounting policies and then apply them
consistently;
- make judgements and accounting estimates that are reasonable
and prudent;
- prepare financial statements in accordance with IFRSs as
adopted by the European Union, subject to any material departures
disclosed and explained in the financial statements;
- prepare the financial 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 adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 2006.
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.
Each of the directors whose names and functions are listed on
page 2 confirms that to the best of each person’s knowledge and
belief:
- the financial statements, prepared in accordance with IFRSs as
adopted by the EU, give a true and fair view of the assets,
liabilities, financial position and profit of the Group and
Company; and
- the Directors’ Report contained in the Annual Report includes a
fair review of the development and performance of the business and
the position of the Group and the Company, together with a
description of the principle risks and uncertainties that they
face.
- Considers that the annual report, taken as a whole, is fair,
balanced and understandable and provides the information necessary
for shareholders to assess the Company’s performance, business
model and strategy.
Enquiries to:
London Finance & Investment Group
P.L.C.:
020 7796 9060
Johannesburg Sponsor: Sasfin Capital (a division of Sasfin
Bank
Limited)