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DJ Gledhow Investments plc: Audited Results to 30 September 2019 and AGM Notice

 
 Gledhow Investments plc (GDH) 
Gledhow Investments plc: Audited Results to 30 September 2019 and AGM Notice 
 
03-Feb-2020 / 07:00 GMT/BST 
Dissemination of a Regulatory Announcement that contains inside information 
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
3 February 2020 
*************** 
 
Gledhow Investments plc 
*********************** 
 
("Gledhow" or the "Company") 
**************************** 
 
Final Audited Results for the Financial Year ended 30 September 2019 and 
Notice of Annual General Meeting 
****************************************************************************** 
*************************** 
 
      I have pleasure in presenting your company's Annual Report and Financial 
            Statements for the year ended 30 September 2019. 
 
     Your directors continue to follow the same investment strategy, namely to 
   invest in small to medium sized undervalued or fast growing companies, with 
   the investment objective of achieving long term capital growth in excess of 
            the FTSE All Share Index. 
 
  We had cash of GBP124,840 at the year-end (2018: GBP167,335). The pre-tax profit 
              was GBP109,755 (2018: pre-tax profit of GBP28,702). 
 
Despite the uncertain economic environment the Company is in a strong position 
  thanks to its strong cash position and we look forward to being able to take 
   opportunistic investments in small to medium sized undervalued companies as 
            they arise. 
 
The directors have not recommended a dividend for the financial year to 30 
September 2019. 
 
 After the year end the Company disposed of its entire holding in Yolo Leisure 
            and Technology plc amounting to 
 
  GBP219,950, with a net profit of GBP94,950. The Company had built up a strategic 
   position in Yolo (now Asimilar Group plc). The Company also received a cash 
payment of GBP81,200 when long standing investee company, Netalogue Technologies 
   plc, was bid for, the offer having gone unconditional in December 2019. The 
   Company has also continued to build up early stake positions in early stage 
          public companies, being a combination of NEX Exchange and AIM quoted 
            companies. 
 
            G R Miller 
 
            Managing Director 
 
            31 January 2020 
 
   The directors of the Company accept responsibility for the contents of this 
            announcement. 
 
            For further information please contact: 
 
            Guy Miller: +44 (0) 20 7220 9795 
 
            Gledhow Investments Plc 
 
Statement of Comprehensive Income for the year ended 30 September 2019 
********************************************************************** 
 
                                               2019      2018 
 
                                                  GBP         GBP 
 
                                            863,287   770,604 
 
Turnover 
Cost of sales                             (704,155) (642,380) 
Gross profit                              159,132   128,224 
Administrative expenses                    (49,377)  (99,522) 
Profit before taxation                    109,755   28,702 
Taxation                                   (18,398)         - 
Profit for the financial year             91,357    28,702 
Total comprehensive income for the year   91,357    28,702 
Basic profit per share (pence)            0.19p         0.06p 
Diluted profit per share (pence)          0.19p         0.06p 
 
The income statement has been prepared on the basis that all operations are 
continuing operations. 
 
Statement of Financial Position as at 30 September 2019 
******************************************************* 
 
                                                   2019     2018 
 
                                                      GBP        GBP 
 
Current assets 
Investments held for resale                     793,263 652,885 
Debtors                                           4,080    4,080 
Cash at bank and in hand                        124,840 167,335 
                                                922,183 824,300 
Creditors: amounts falling due within one 
year 
 
                                               (37,704) (31,178) 
Net current assets and total assets less 
current liabilities 
 
                                                884,479 793,122 
Capital and reserves 
Called up share capital                         490,000 490,000 
Share premium account                            71,122 71,122 
Profit and loss account                         229,287 137,930 
Other reserve                                    94,070 94,070 
Shareholders' funds - equity interests          884,479 793,122 
 
The financial statements were approved by the Board and authorised for issue 
on 31 January 2020. 
 
G R Miller 
 
Director 
 
Statement of Changes in Equity for the year ended 30 September 2019 
 
           Share     Share     Profit     Other 
           capital   premium   and loss   reserve 
                               reserve 
 
                                                      Total 
                  GBP         GBP          GBP         GBP        GBP 
Balance at  490,000    71,122    109,228    44,102  714,452 
1 October 
2017 
Year ended 
30 
September 
2018: 
Profit for        -         -     28,702         -   28,702 
the year 
Total 
comprehens 
ive income 
for the 
year              -         -     28,702         -   28,702 
Credit to 
equity for 
equity 
settled 
share             -         -          -    49,968   49,968 
based 
payments 
Balance at  490,000    71,122    137,930    94,070  793,122 
30 
September 
2018 
 
Year ended 
30 
September 
2018: 
Profit for        -         -     91,357         -   91,357 
the year 
Total 
comprehens 
ive income 
for the 
year              -         -     91,357         -   91,357 
Credit to 
equity for 
equity 
settled 
                  -         -          -         -        - 
 
share 
based 
payments 
Balance at  490,000    71,122    229,287    94,070  884,479 
30 
September 
2019 
 
Statement of Cash Flows for the year ended 30 September 2019 
 
                                                  2019      2018 
 
                                                     GBP         GBP 
 
Cash flows from operating activities 
Cash used in operations                       (61,248)  (41,653) 
Net cash outflow from operating activities    (61,248)  (41,653) 
 
Investing activities 
 
Proceeds from disposal of investments        860,371   770,604 
Purchase of investments                      (844,534) (664,735) 
Dividends received                           2,916     105,869 
Net cash generated from/(used in)            18,753    64,216 
investing activities 
 
Net (decrease)/increase in cash and cash      (42,495) 64,216 
equivalents 
Cash and cash equivalents at beginning of    167,335   103,119 
year 
Cash and cash equivalents at end of year     124,840   167,335 
 
Relating to: 
 
Cash at bank and in hand                     124,840   167,335 
 
            Notice of Annual General Meeting 
 
 Notice is hereby given that the Annual General Meeting of Gledhow Investments 
    plc ("the Company") will be held at 11.00 am on 9 March 2020 at Peterhouse 
    Capital Limited, 3rd Floor, 80 Cheapside, London, EC2V 6EE to consider the 
    following resolutions of which numbers 1 to 5 will be proposed as ordinary 
            resolutions and numbers 6 and 7 as special resolutions: 
 
1) To receive the annual report and accounts for the year ended 30 September 
2019. 
 
2) To re-elect G Melamet as a director of the Company. 
 
3) To re-elect G R Miller as a director of the Company. 
 
4) To re-appoint UHY Hacker Young as auditors of the Company and to 
authorise the directors to fix their remuneration. 
 
5) To consider and, if thought fit, pass the following resolution which will 
be proposed as an ordinary resolution: 
 
  That the directors be generally and unconditionally authorised under section 
 551 of the Companies Act 2006 (the Act) to allot shares in the Company and to 
   grant rights to subscribe for or to convert any security into shares in the 
   Company on and subject to such terms as the directors may determine up to a 
          total nominal amount of GBP510,000, such authority shall expire at the 
conclusion of the next annual general meeting of the Company after the date of 
       the passing of this resolution unless renewed, varied or revoked by the 
       Company in general meeting. The directors shall be entitled, under this 
authority, to make at any time prior to the expiry of this authority any offer 
  or agreement which would or might require relevant securities to be allotted 
            after the expiry of this authority. 
 
    To consider and, if thought fit, pass the following resolutions as special 
            resolutions: 
 
6) That, subject to the passing of resolution 5 in this notice, the 
directors be empowered under section 570 of the Companies Act 2006 ("the 
Act") to allot equity securities (within the meaning of section 560 of the 
Act) for cash under the authority given by resolution 5 in this notice as if 
sub-section 561(1) of the Act did not apply to such allotment, provided that 
this power shall be limited: 
 
a) to the allotment of equity securities in connection with an offer of 
such securities to holders of ordinary shares where the equity securities 
for which ordinary shares are respectively entitled to subscribe are 
proportionate (as nearly as may be) to the respective numbers of ordinary 
shares held by them, but subject to such exclusions or other arrangements 
as the directors may deem necessary or expedient in relation to fractional 
entitlements or any legal or practical problems under the laws of any 
overseas territory or the requirements of any regulatory body or stock 
exchange; and 
 
b) to the allotment (otherwise than under sub-paragraph (a) above) of 
equity securities for cash up to a total nominal value of GBP510,000; 
 

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DJ Gledhow Investments plc: Audited Results to 30 -2-

        and shall expire on the date of the next annual general meeting of the 
  Company, or if earlier, 15 months after the date of passing this resolution, 
 save that the Company may before such expiry make an offer or agreement which 
 would or might require equity securities to be allotted after such expiry and 
 the Board may allot equity securities under such offer or agreement as if the 
            power conferred by this resolution had not expired. 
 
7) That the Company be generally and unconditionally authorised to make 
market purchases within the meaning of section 693(4) of Companies Act 2006 
(the Act) of its ordinary shares of 1p each in the capital of the Company 
("shares") on such terms and in such manner as the directors may from time 
to time determine, provided that: 
 
a) the maximum number of shares authorised to be purchased is 7,350,000 
being the number representing 15% of the issued ordinary share capital of 
the Company at the date of the meeting; 
 
b) the minimum price (exclusive of expenses) which may be paid per share 
is 1p (being the nominal value per share) and the maximum price which may 
be paid per share is an amount equal to 20% higher than the average of the 
middle market quotations per share as derived from the NEX Growth Market 
for the fifteen business days immediately preceding the day on which the 
shares are purchased; 
 
c) the authority shall expire at the conclusion of the next annual general 
meeting of the Company; and 
 
d) the Company may make a contract to purchase shares under the authority 
before the expiry of the authority, and may make a purchase of shares under 
such contract even though the authority has ended. 
 
By Order of the Board Registered Office: 
 
Brett Miller 3rd Floor 
 
Secretary 80 Cheapside 
 
            London EC2V 6EE 
 
Dated: 31 January 2020 
 
Notes: 
 
1) Shareholders, their duly appointed representatives or proxies are 
entitled to attend, speak and vote at the AGM. A shareholder can appoint the 
Chairman of the meeting or anyone else as their proxy and their proxy need 
not be a member of the Company. A shareholder may appoint more than one 
proxy, provided that each proxy is appointed to exercise the rights attached 
to different ordinary shares. To appoint more than one proxy, the proxy form 
should be photocopied and completed for each proxy holder. The proxy 
holder's name should be written on the proxy form together with the number 
of shares in relation to which the proxy is authorised to act. The box on 
the proxy form must also be ticked to indicate that the proxy instruction is 
one of multiple instructions being given. All proxy forms must be signed 
and, to be effective, must be lodged at the registered office of the company 
not later than 48 hours before the time of the meeting or any adjourned 
meeting. 
 
2) The return of a completed proxy form will not prevent a shareholder 
attending the AGM and voting in person if they wish to do so. 
 
3) In accordance with Regulation 41 of the Uncertificated Securities 
Regulations 2001, only those members entered on the Company's register of 
members at close of business on 27 February 2020 or, of the meeting is 
adjourned, shareholders entered on the Company's register of members at 
close of business on the day two days before the date of any adjournment 
shall be entitled to attend and vote at the AGM. 
 
ISIN:          GB0008842717 
Category Code: MSCM 
TIDM:          GDH 
Sequence No.:  44101 
EQS News ID:   965935 
 
End of Announcement EQS News Service 
 
 

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