Annual Financial Report
March 25 2011 - 12:28PM
UK Regulatory
TIDMAGA
25th March 2011
AGA Rangemaster Group plc - 2010 Annual Report & Accounts
AGA Rangemaster Group plc (the `Company') announces that it has today published
its Annual Report & Accounts for the year ended 31st December 2010 and
associated documents.
The following documents have been submitted today to the UK Listing Authority
for publication through the National Storage Mechanism and will become
available for inspection at www.Hemscott.com/nsm.do :
* Annual Report & Accounts for the year ended 31st December 2010 (`2010
Annual Report & Accounts');
* The Notice of Annual General Meeting (`AGM Notice');
* The Form of Proxy.
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 2010 Annual Report & Accounts and the AGM Notice are
set out below and these documents are available on the Company's website at
http://www.agarangemaster.com/979.htm
2010 Annual Report & Accounts:
www.agarangemaster.com/ImagesNews/Image_News_2010_Annual_Report.pdf.pdf
AGM Notice:
www.agarangemaster.com/ImagesNews/Image_News_2010_Notice.pdf.pdf
IMPORTANT: EXPLANATORY NOTE AND WARNING
The primary purpose of this announcement is to inform the market about the
publication of the Company's 2010 Annual Report & Accounts and associated
documents.
The information below, which is extracted from the 2010 Annual Report &
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 2010
Full Year Results Announcement issued on 11th March 2011. 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 2010 Annual Report & Accounts. Page
numbers and cross-references in the extracted information below refer to page
numbers and cross-references in the 2010 Annual Report & Accounts.
Responsibility Statement
The 2010 Annual Report & Accounts contain a responsibility statement in
compliance with DTR 4.1.12 signed by order of the board by W B McGrath, Chief
Executive and S M Smith, Finance Director. The directors' responsibility
statement is set out on page 26 of the 2010 Annual Report & Accounts for the
Group. This statement is set out in unedited full text below. This states that
on 11th March 2011, the date of approval of the 2010 Annual Report & Accounts:
Each of the directors (whose names and functions are referred to on pages 20
and 21 of the 2010 Annual Report & 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 chairman's statement and chief executive's business review, which are
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 10 and 12 to 13 of the
2010 Annual Report & Accounts. The unedited full text relating to these
disclosures is set out below:
The board regularly reviews the risks faced by the Group, including social,
environmental and ethical issues. The directors consider the major risks to
delivering the Group's strategy are those set out on pages 12 to 13. The board
recognises the profile of the risks changes constantly and additional risks not
presently known, or that are deemed immaterial, may also impact delivery of the
Group's strategy. Details of our systems of internal control and risk
management are set out on pages 30 to 32 of the corporate governance report and
this describes the processes through which risks are assessed, managed and
mitigated.
RISK POTENTIAL IMPACT STRATEGY TO MITIGATE
____________________________________________________________________________
Competition - Market share could be *Introduce new products that are
lost to competitors well researched and market tested.
Competitors without continuing
introduce upgraded product innovation * Investment in new product
products and add to and strong marketing development and design
marketing support. capabilities.
programmes.
Reduced demand for * Monitor our market position and
Downward pressure our products and competitor strategies.
on pricing if negative operational
sector accepts gearing if we were to * Constant value engineering
lower margins. become less price programmes to be price competitive.
competitive.
____________________________________________________________________________
Customer/supplier Loss of critical * Sales teams meet regularly with
relationships - suppliers/ customers senior management of key customers.
could have a material
Some key impact on individual * Regular monitoring of customer
relationships are company volumes. service.
central to trading
performance. Interruption to * The supply chain team holds
supply can stop regular review meetings with
production and impact suppliers.
profitability.
* Where possible we maintain
multiple supply sources.
* Group seeks to avoid one sales
account or supplier being material
to overall performance.
____________________________________________________________________________
Dividend policy- Low dividend levels * The Group maintains a medium-term
restrict the dividend cover policy of it being
Weak markets and investment case. covered 2.5 times out of fully
pension scheme taxed earnings.
volatility could
impact the Group's
ability to be
progressive with
dividend payments.
____________________________________________________________________________
Economic conditions A lack of consumer * The Group monitors economic
-The economic confidence may reduce conditions in particular housing
environment may Group sales, market trends in the UK and US.
impact consumer primarily of consumer
spending plans. appliances and * The Group seeks to diversify
household products sales away from the UK to reduce
The global economic impacting production individual market dependency.
recovery could levels and
increase raw profitability. * Internal processes continually
material prices monitor prices and the availability
further. Reduced of raw materials.
profitability,
availability and * Use of the Asian Sourcing Office.
quality of
components.
____________________________________________________________________________
Environment - Failure to manage our * We invest to improve
Manufacturing our environmental impacts environmental performance.
product impacts the could damage our
environment. brand, lead to * We have environmental impact
government/ targets as part of our ISO 14001:
Energy to run our regulatory actions 2004 and Environmental Management
products is resulting in fines or System programmes.
excessive. enforcement notices.
* We undertake to be a responsible
manufacturer and ensure compliance
with all new production
regulations.
* We treat effective energy
management in the home as a
priority.
* The results are monitored at
board level.
____________________________________________________________________________
Financial - Significant movements * The Group offsets currency flows
can impact both within the Group wherever possible.
Foreign exchange profitability and
and interest rates cash flow of the * Forward foreign exchange
as we manufacture Group. contracts are entered into where
and sell across the necessary.
world. Underperformance
could lead to * Treasury policy sets framework
The Group uses bank breaches in bank for hedging currency and interest
facilities that covenants, a lack of rate risks.
require renewal finance availability
from time to time. and increased costs. * Covenants are maintained against
forecasts.
See note 19 to the
accounts for * Consistent dialogue held with
further details. banking group.
____________________________________________________________________________
Intellectual Others may imitate * Monitor the market to identify
property-Failure to our products breaches of our proprietary rights.
identify the breaching our
violation of our patents, trademarks * Take legal action wherever
rights could lead and copyrights appropriate.
to unfair damaging our brands
competition. and profitability.
Legal and The Group could be * The Group is committed to good
regulatory- held liable with both practice and risk compliance.
a reputational and a
The Group fails to financial cost.
comply with
regulations in the
markets in which it
operates.
____________________________________________________________________________
Manufacturing- Disruption to * Disaster recovery plans are in
manufacturing for a place at all operations.
External events, sustained period can
fires or workforce impact profits. * Manufacturing technology is
action could shared so that best practice levels
disrupt production. Product lines age or are maintained.
become obsolete or
Manufacturing uneconomic. * Maintain regular communication
techniques and with workforce/unions.
processes can
become outdated. * Investment in new technologies
and equipment is prioritised.
* Ensure business operating
standards are high as seen in ISO
9001:2008 and ISO 14001:2004
accreditations.
____________________________________________________________________________
Pensions- The finances of the * The Group and the trustee have
Group could be agreed a long-term funding
The funding significantly structure and manage closely both
requirement of the constrained by assets and liabilities.
Group's pension required pensions
scheme could contributions.
increase
significantly.
____________________________________________________________________________
People - Failure to meet the * We are committed to the highest
appropriate standards standards and conduct regular
Health and safety. can have a audits as seen in our BS OHSAS
significant impact on 18001:2007 accreditation.
Failure to attract, our people, damage
retain and motivate the brand and lead to * Health and safety is a key agenda
employees. significant financial item at operational and board
and operational meetings.
costs.
* Incentive and remuneration
Loss of key people packages are designed to attract,
could damage the retain and motivate key staff.
future prospects of
the Group. * Succession planning is in place
and reviewed regularly by the
board.
Related Party Transactions
The related party transactions are set out in note 28 to the Group accounts on
page 78 of the 2010 Annual Report & Accounts. The unedited full text relating
to these disclosures is set out below:
The Group recharges the Group pension scheme with part of the cost of
administration. The total amount recharged in the year to 31st December 2010
was GBP0.1m (2009: GBP0.2m). The amount outstanding at the year end was GBPnil (2009:
GBPnil).
The Group paid GBP33,333 to Rise Rocks Limited, a company wholly owned by Peter
Tom, a non-executive director until 31st October 2010. For further details see
the remuneration report on page 38.
Key management's compensation
The compensation of the key management team, including the executive directors,
at the balance sheet date is set out below:
2010 2009
GBPm GBPm
Salaries and short-term benefits 2.0 1.8
Post employment benefits 0.1 0.1
Share based payments 0.1 0.1
Termination benefits - 0.2
________________________________________________________________
Total emoluments to key management 2.2 2.2
________________________________________________________________
For further information contact:
P M Sissons
Company Secretary
AGA Rangemaster Group plc
Telephone Number +44 (0)1926 455755
END
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