Annual Financial Report
March 26 2010 - 12:00PM
UK Regulatory
TIDMAGA
FOR IMMEDIATE RELEASE
26th March 2010
AGA Rangemaster Group plc - Annual Report and Accounts
AGA Rangemaster Group plc (the `Company') announces that it has today published
its Annual Report and Accounts for the year ended 31st December 2009 and
associated documents.
In accordance with Listing Rule 9.6.1 the Company has today submitted to the UK
Listing Authority two copies of each of the following documents:
* Annual Report and Accounts for the year ended 31st December 2009 (`2009
Annual Report and Accounts');
* The Notice of Annual General Meeting (`AGM Notice');
* The Form of Proxy;
* The proposed New Articles of Association to be put to shareholders at the
forthcoming Annual General Meeting;
* The proposed AGA Rangemaster Group plc 2010 Company Share Option Plan to be
put to shareholders at the forthcoming Annual General Meeting.
The documents will shortly be available for inspection at the UK Listing
Authority's Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel No: 020 7066 1000
Copies of the above documents may be obtained directly from the Company
Secretary at the Company's registered office: AGA Rangemaster Group plc, Juno
Drive, Leamington Spa, Warwickshire CV31 3RG.
Links to pdf files of the 2009 Annual Report and Accounts and the AGM Notice
are set out below and these documents are available on the AGA Rangemaster
Group plc website at http://www.agarangemaster.com/979.htm
2009 Annual Report and Accounts
www.agarangemaster.com/SiteImages/Site_301/Pdf/2009AR.pdf
AGM Notice
www.agarangemaster.com/SiteImages/Site_301/Pdf/2010NOM.pdf
The AGM Notice sets out all of the resolutions to be proposed at the Annual
General Meeting and explanatory notes on all the resolutions. It is proposed in
Resolution 11 to adopt New Articles of Association in order to update the
Current Articles of Association to bring them in line with market practice and
to take into account the coming into force of the Companies (Shareholders'
Rights) Regulations 2009 and the last parts of the Companies Act 2006. It is
proposed in Resolution 12 that a new UK HM Revenue & Customs approved Company
Share Option Plan be adopted. The AGM Notice provides details of the principal
changes to the Company's Articles of Association and summarises the main
features of the AGA Rangemaster Group plc 2010 Company Share Option Plan.
Copies of the proposed New Articles of Association and the updated Memorandum
of Association marked to show the proposed changes and a copy of the proposed
Company Share Option Plan Rules are available for inspection until 7th May
2010, the date of the Annual General Meeting, at the Company's registered
office and at the offices of Allen & Overy LLP, One Bishops Square, London E1
6AD.
IMPORTANT: EXPLANATORY NOTE AND WARNING
The primary purpose of this announcement is to inform the market about the
publication of the Company's 2009 Annual Report and Accounts and associated
documents.
The information below, which is extracted from the 2009 Annual Report and
Accounts, is included solely for the purpose of complying with DTR 6.3.5 and
the requirements it imposes on issuers as to how to make public annual
financial reports. It should be read in conjunction with the Company's 2009
Preliminary Results Announcement issued on 12th March 2010. Together these
constitute the material required by DTR 6.3.5 to be communicated to the media
in unedited full text through a Regulatory Information Service. This material
is not a substitute for reading the full 2009 Annual Report and Accounts. Page
numbers and cross-references in the extracted information below refer to page
numbers and cross-references in the 2009 Annual Report and Accounts.
Responsibility Statement
The 2009 Annual Report and Accounts contain a responsibility statement in
compliance with DTR 4.1.2 signed by order of the Board by William McGrath,
Chief Executive and Shaun Smith, Finance Director. The directors'
responsibility statement is set out on page 26 of the 2009 Annual Report and
Accounts for the Group. This statement is set out in unedited full text below.
This states that on 12th March 2010, the date of approval of the 2009 Annual
Report & Accounts:
Each of the directors (whose names and functions are referred to on pages 20
and 21 of the 2009 Annual Report and Accounts) confirm to the best of their
knowledge:-
* the Group financial statements, prepared in accordance with IFRS as adopted
by the EU and the Company financial statements prepared under UK GAAP, give
a true and fair view of the assets, liabilities, financial position and
profit of the Company and the undertakings included in the consolidation
taken as a whole; and
* the chief executive's review, which is incorporated into the directors'
report, includes a fair review of the development and performance of the
business and the position of the Company and the undertakings included in
the consolidation as a whole, together with a description of the principal
risks and uncertainties they face.
Principal Risks and Uncertainties
The key risks and uncertainties are set out on pages 12 and 13 of the 2009
Annual Report and Accounts. The unedited full text relating to these
disclosures is set out below:
RISK POTENTIAL IMPACT STRATEGY TO MITIGATE
__________________________________________________________________________________________
Economic conditions
The economic A lack of consumer * The Group monitors economic
environment may confidence may conditions in particular housing
impact consumer reduce Group sales, market trends.
spending plans. primarily of
consumer appliances * The Group seeks to diversify
and household sales away from the UK to reduce
products impacting individual market dependency.
production levels
and profitability.
A swift economic Reduced * Internal processes continually
recovery may profitability and monitor prices and the
increase raw availability of availability of raw materials.
material prices. components.
__________________________________________________________________________________________
Competition
Competitors Market share could * Introduce new products that are
introduce upgraded be lost to well researched and market
products and add to competitors without tested.
marketing continuing product
programmes. innovation and * Investment in new product
strong marketing development and design
support. capabilities.
Downward pressure Reduced demand for * Monitor our market position and
on pricing if our products and competitor strategies.
sector accepts negative operational
lower margins. gearing if we were * Constant value engineering
to become less price programmes to be price
competitive. competitive.
__________________________________________________________________________________________
Intellectual property
Failure to identify Others may imitate * Monitor the market to identify
the violation of our products breaches of our proprietary
our rights could breaching our rights.
lead to unfair patents, trademarks
competition. and copyrights * Take legal action wherever
damaging our brands appropriate.
and profitability.
__________________________________________________________________________________________ Customer/supplier
relationships
Some key Loss of critical * Sales teams meet regularly with
relationships are suppliers/customers senior management of key
central to trading could have a customers.
performance. material impact on
individual company * Regular monitoring of customer
volumes. service.
* The supply chain team holds
regular review meetings with
suppliers.
Interruption to * Where possible we maintain
supply can stop multiple supply sources.
production and
impact * Group seeks to avoid one sales
profitability. account or supplier being
material to overall performance.
__________________________________________________________________________________________
Manufacturing
External events, Disruption to * Disaster recovery plans are in
fires or workforce manufacturing for a place at all units.
action could sustained period can
disrupt production. impact profits. * Manufacturing technology is
shared so that best practice
levels are maintained.
* Maintain regular communication
with workforce/unions.
Manufacturing Product lines age or * Investment in new technologies
techniques and become obsolete or and equipment is prioritised.
processes can uneconomic.
become outdated. * Ensure business operating
standards are high as seen in
ISO 9001 : 2008 and ISO 14001 :
2004 accreditations.
__________________________________________________________________________________________
Environment
Manufacturing our Failure to manage * We invest to improve
product impacts the our environmental environmental performance.
environment. impacts could damage
our brand, lead to * We have environmental impact
government/ targets as part of our ISO 14001
regulatory actions : 2004 and Environmental
resulting in fines Management System programmes.
or enforcement
notices.
Energy to run our * We undertake to be a responsible
products is manufacturer and ensure
excessive. compliance with all new
production regulations.
* We treat effective energy
management in the home as a
priority.
* The results are monitored at
board level.
__________________________________________________________________________________________
People
Health and safety. Failure to meet the * We are committed to the highest
appropriate standards and conduct regular
standards can have a audits as seen in our BS OHSAS
significant impact 18001 accreditation.
on our people,
damage the brand and * Health and safety is a key
lead to significant agenda item at operational and
financial and board meetings.
operational costs.
Failure to attract, Loss of key people * Incentive and remuneration
retain and motivate could damage the packages are designed to
employees. future prospects of attract, retain and motivate key staff.
the Group.
* Succession planning is in place
and reviewed regularly by the
board.
__________________________________________________________________________________________
Financial
Foreign exchange Significant * Group offsets currency flows
and interest rates movements can impact within the Group wherever
as we manufacture both profitability possible.
and sell across the and cash flow of the
world. Group. * Forward foreign exchange
contracts are entered into where
necessary.
* Treasury policy sets framework
for hedging currency and
interest rate risks.
The Group uses bank Underperformance * Covenants are maintained against
facilities that could lead to forecasts.
require renewal breaches in bank
from time to time. covenants, a lack of * Consistent dialogue held with
finance availability banking group.
and increased costs.
__________________________________________________________________________________________
Pensions
The funding The finances of the * The Group and the trustee have
requirement of the Group could be agreed a long-term funding
Group's pension significantly structure and manage closely
scheme could constrained by both assets and liabilities.
increase required pensions
significantly. contributions.
__________________________________________________________________________________________
Dividend policy
Weak markets could Low dividend levels * The Group maintains a
impact the Group's restrict the medium-term dividend cover
ability to restore investment case. policy of it being covered 2.5
dividend payments. times out of fully taxed
profits.
__________________________________________________________________________________________
Related Party Transactions
The related party transactions are set out in note 29 to the Group accounts on
page 77 of the 2009 Annual Report and Accounts. The unedited full text relating
to these disclosures is set out below:
The Group recharges the Group pension scheme with the cost of administration
and independent advisers paid by the Group. The total amount recharged in the
year to 31st December 2009 was GBP0.2m (2008: GBP0.2m). The amount outstanding at
the year end was GBPnil (2008: GBPnil).
The Group paid GBP40,000 to Rise Rocks Limited, a company wholly owned by Peter
Tom, a non-executive director. For further details see the remuneration report
on page 38.
Key management's compensation
The compensation of the key management team at the balance sheet date is set
out below:
Restated
2009 2008
GBPm GBPm
Salaries and short-term benefits 1.8 1.7
Post employment benefits 0.1 0.2
Share based payments 0.1 -
Termination benefits 0.2 -
_____________________________________________________________________________
Total emoluments to key management 2.2 1.9
_____________________________________________________________________________
The 2008 figures have been restated to include the executive directors.
Contact:
P M Sissons
Company Secretary
AGA Rangemaster Group plc
Telephone Number +44 (0)1926 455755
END
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