21 December 2011 - PENRITH FARMERS' & KIDD'S PLC AGM
NOTES OF PENRITH FARMERS' & KIDD'S PLC AGM HELD ON 16.12.11 AT 11 AM AT THE HIRED LAD, SKIRSGILL, PENRITH
Chairman R Good
Managing Director Richard Morris
Directors Kyle Blue
J Stalker
W Mossop
Jeanette Brown
Accountant David Plaskett
The Chairman welcomed everyone to the 136th AGM of the company.
The Notice convening the meeting and the report of the Auditors were taken as read by consent of the meeting.
The Chairman made introductory remarks as follows;-
As a preamble to this year's AGM I thought I would expand a little on the Chairman's Statement issued with the Annual Accounts. In it I mention the fact that we have opened a new estate agency office in Cockermouth. It is a fine looking building prominent in the main street and I would encourage any interested shareholder visiting or passing through Cockermouth to have a look at it.
For the past couple of years the Board have been considering expansion westwards as we saw opportunities for sales and lettings, commercial work, valuations and land agency. Not least, of course is the opportunity to participate in the expected increased economic activity in West Cumberland due to the construction of the new nuclear power station. The Board are closely moitoring progress at the new office and, inevitably, it will take some time to establish itself. However I am pleased to say that it has already attracted a number of potential sellers and buyers and that there are spin-offs in additional commercial and land agency work and residential lettings from the Cockermouth office. Mr John Stanyer, the manager, is here at this meeting and, I am sure, would be pleased to speak to any shareholders after the meeting.
A further development in this cautious westward expansion is that Heads of Terms have been agreed to acquire the long established Cockermouth business of Mr Andrew Green. He will be employed by P F & K and will bring with him considerable expertise in commercial management, commercial and residential properties and an established client base including substantial listed PLC's. I am pleased to welcome Mr Green to the meeting today and again I am sure he will be available for a word with any interested shareholders after the meeting.
To complete to roll call I am delighted that Mrs Helen Lancaster. the newly appointed head of our Land Agency Department can be with us today. Helen is currently, and for the last ten years has been, the regional surveyor for the CLA in Cumbria and Lancashire. She has wide ranging contacts with farmers and agents throughout the area and knowledge of traditional sales and valuations but has also developed a speciality in renewable energy. Some of you may already know her but, again, I am sure that she will be more than happy to speak to any shareholders at the end of the meeting.
Finally I am glad that we have been able to resolve the long running doubts about the company selling its shares by auction. You will all have seen what I said about this in my Statement. Like many shareholders, I am sorry that this traditional method of trading shares is no longer open to us but as I am advised that the penalties are unlimited fines for the company and up to two years imprisonment for the directors, we have to accept the situation.
The Chairman then proposed and Richard Morris seconded that the report of the Directors and the audited accounts for the year ended 31st August 2011 now laid before the meeting be received.
Before the vote questions were answered as follows:-
The first 6 from Mr Neil Stewart:
1. In view of Mouchel’s financial difficulties; have they made any approach to the company regarding their lease or the payment of rent? Is the rent paid to date? Mouchel include a landlord's break clause?
1. No and yes.
2. The annual reports of property companies normally includes a schedule of let properties and basic lease terms. Could this be provided; preferably now or in future years?
2. We could not release this information without the consent of the various tenants.
3. The turnover figures for 2010 have been restated to reflect the separation of Planning from Estates. Neither the 2010 or 2011 chairman’s report refers to this new profit centre; can some information be provided?
3. Planning is not a 'new profit centre' - it has been with us some ten years and is not now with 'Estates' but is managed with Land Agency and has been for some time. The good news is that demand for planning services is such that a new planner has been appointed within the last year thus doubling the staff involved in planning matters.
4. Has any approach been made to the company to acquire the Skirsgill site?
4. No.
5. Has the company approached any party with a view to disposing of the Skirsgill site?
5. No.
6. Has any approach been made to the company to acquire the whole of the share capital?
6. As is fairly usual in companies of the nature of PF & K we look at other business with a view to acquisition and they look at us. Earlier this year an approach was made to acquire the share capital of the company. Some talks took place and an offer was made and later, by mutual agreement, withdrawn. As you would expect the whole matter was covered by a confidentiality agreement binding on both parties and I have no intention of breaching that agreement.
There were 2 written questions from Mr Gordon Cartmell:
Regarding Will Bashall, can you please advise;
When he resigned as a Director?
Confirm he left the company on 30 November?
Does he remain a shareholder of the company?
Has any payment been made or is any payment being made to him by way of compensation for loss of office?
Is any other payment been or anticipated as being made to him?
Were there any restrictions in his service agreement with regard to him approaching clients/customers and/or staff? in a period after his departure and if so for what period?
Has any agreement been made with him to vary any such arrangement?
The Chairman replied;-
a. William Bashall resigned as a director on 30th November 2011.
b. He left the Company on 30th November 2011.
c. Yes, he remains a shareholder in the Company.
d. No payment has been made to him nor is any payment to be made to him for loss of office.
e. No ex gratia or other payment has been made or is anticipated to be made to him post departure.
f. His contract of employment contained a provision that he would not approach former clients or staff for a period of six months after his departure.
g. It has been agreed that he will continue to act for specific, mainly utility company clients for whom he has exclusively acted in the past. Otherwise it is not anticipated that the Company's client position will be greatly affected and steps have been taken to consolidate the position by the immediate appointment of a competent successor and by contacting professional clients. No other staff will be leaving the Company to work for Mr Bashall.
2. I note that the Head Office turnover for the year is less than that reported for the six months to 28 February can you advise/explain the reason for this?
2. David Plaskett replied;- The explanation is that, for reasons of space in the interim accounts, planning income was incorporated with Head Office but was shown separately in the Annual Accounts.
Further questions from the floor on the report and accounts.
Gordon Cartmell then asked about the timescale for a return on the investment in the Cockermouth and Keswick offices.
The Chairman replied that an 18 months timescale was envisaged.
Mr Cartmelll then asked about the trading profit net of the investment income and David Plaskett responded.
A shareholder asked about the current share price and asked if the average price for the year could be included in the accounts. The Chairman asked Ian Bolton (James Sharp & Co,, Stockbrokers ) to comment. Ian Bolton confirmed the current price as £13.50 per share and later explained the matched bargain process of dealing with share sales and purchases.
Mrs M Jordan asked the Chairman about the company’s planned expansion into West Cumbria. The Chairman explained the Board’s view regarding the economic development of West Cumbria and the “Energy Coast”.
Resolutions 1 to 5 were then put to the meeting. All 5 Resolutions were carried unanimously and the meeting closed.
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