AGA Aga Rangemaster

 
TIDMAGA 
 
23rd March 2012 
 
AGA Rangemaster Group plc - 2011 Annual Report & Accounts 
 
AGA Rangemaster Group plc (the "Company") has today posted to shareholders and, 
in accordance with Listing Rule 9.6.1R has submitted to the National Storage 
Mechanism copies of the following documents: 
 
  * Annual Report & Accounts for the year ended 31st December 2011 (`2011 
    Annual Report & Accounts'); 
 
  * Notice of Annual General Meeting (`AGM Notice'); 
 
  * Form of Proxy. 
 
The documents will shortly be available for inspection on the National Storage 
Mechanism www.hemscott.com/nsm.do. 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. 
 
As required by Disclosure and Transparency Rule 6.3.5R, the Company confirms 
that the 2011 Annual Report & Accounts and the AGM Notice are now available to 
view or download in pdf format on the Company's website at http:// 
www.agarangemaster.com/979 or under the `Investor Relations' section. 
 
On 9th March 2012, the Company issued its 2011 Full Year Results for the year 
ended 31st December 2011. The results included a management report which 
contained an indication of the important events which had occurred during the 
year and their impact on the financial results. That information, together with 
the information set out below, which is extracted from the 2011 Annual Report & 
Accounts, constitute the material required by DTR 6.3.5R 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 2011 Annual Report & 
Accounts. Page numbers and cross-references in the extracted information below 
refer to page numbers and cross-references in the 2011 Annual Report & 
Accounts. 
 
Key Risks and Uncertainties 
 
The key risks and uncertainties are set out on pages 14 and 15 of the 2011 
Annual Report & Accounts. The unedited full text relating to these disclosures 
is set out below: 
 
Key risks and uncertainties facing the Group 
 
The board regularly reviews the risks faced by the Group, including business 
and wider social, environmental and ethical issues. Risk is an inherent part of 
doing business and the intention of AGA Rangemaster's risk management process 
is not to avoid all risk, but to identify, manage and, where appropriate, 
mitigate risks through the balance of risk versus reward. Details of our 
systems of internal control and risk management are set out on pages 28 and 29 
of the report and this section describes the processes through which risks are 
assessed, managed and mitigated. The directors consider the principal risks and 
corresponding mitigation set out below represent the principal uncertainties 
that may impact on the Group's ability to effectively deliver our strategy in 
the future. The board recognises the profile of the risks changes constantly 
and additional risks not presently known, or that are currently deemed 
immaterial, may also impact on delivery of the Group's strategy. 
 
Risks to the Group 
 
Pension scheme 
 
Risk - The Group is the sponsor of a large pension scheme and can be called on 
to meet funding deficits. The required periodic revaluations of the pension 
scheme may highlight a worsening deficit that may require the Company to 
provide additional cash contributions or guarantees to meet future funding 
needs. This could severely constrain the finances of the Group. 
 
Mitigation - The Group works closely with the trustee of the main pension 
scheme and has in place a long-term funding strategy to manage closely assets 
and liabilities in relation to each other. The defined benefit scheme is closed 
to new entrants and pensionable salaries were frozen in 2009/10. 
 
Funding 
 
Risk - The Group has bank facilities requiring renewal over the next two years. 
Changes in the banking market since the facilities were put in place in 2008 
may affect renewal. 
 
Mitigation - The Group maintains an ongoing dialogue with its bankers and keeps 
them informed of the Group's progress against its business plans and financial 
covenants. 
 
General economic conditions 
 
Risk - The Group's operations are sensitive to global economic conditions and 
levels of consumer confidence particularly since the housing market slowed in 
2007. This could impact on the Group's revenues and if the downturn persists or 
worsens may impact on currently planned production levels and profitability. A 
global economic recovery would bring benefits given the operational gearing of 
the Group, but could also result in an increase in raw material prices or 
restrict the availability 
 
and quality of components. 
 
Mitigation - The Group reviews financial forecasts and monitors economic 
conditions (in particular housing market trends in the UK and the US) to assess 
the impact on its budget and strategic plans. The Group seeks to increase 
international sales and to reduce individual market dependency. Internal 
processes are in place to continually monitor progress and the availability of 
raw materials and components. 
 
Financial instruments 
 
Risk - The Group is exposed to foreign exchange and interest rate risks as it 
sells its products and sources components world-wide. Significant movements 
could impact on future profitability and cashflow. For further details see note 
19 to the accounts. 
 
Mitigation - The Group's treasury policy sets the framework for hedging foreign 
exchange and interest rate risks. The Group offsets currency flows internally 
where possible and puts in place foreign exchange contracts, where appropriate. 
 
Operational Risks 
 
Competition/margin erosion 
 
Risk - Competitors may introduce upgraded products and increase their marketing 
expenditure, which may impact on market share. There could be downward pressure 
on pricing if the sector accepts lower margins. Reduced demand for our products 
or being less price competitive could impact the Group's ability to deliver its 
strategy and business plans. 
 
Mitigation - We actively invest in new product development and design 
capabilities. New products are extensively researched and market tested. We 
constantly monitor our market position and competitor strategies. Value 
engineering programmes assist with the maintenance and enhancement of margin 
and pricing strategies. 
 
Intellectual property 
 
Risk - The Group owns several well known brands and other intellectual 
property. Failure to protect our rights in our existing and in potential new 
markets could lead to a reduction in their value. 
 
Mitigation - We actively monitor the market to identify and address breaches of 
our rights. We register trade marks, patents and designs in existing and new 
markets and take legal action as appropriate. 
 
Over reliance on any individual customer or supplier 
 
Risk - The Group's profitability could be impacted if any single customer 
became business critical or an individual supplier dominated our manufacturing 
process. Changing approaches to distribution emanating from increased consumer 
use of the 
 
internet could alter dealer and distributor structures and the industry. 
 
Mitigation - The Group sells its products through a wide range of channels and 
markets which helps to minimise single customer reliance. We avoid over 
reliance on any single supplier and monitor our supply chain accordingly. 
 
People 
 
Risk - Loss of key personnel or the failure to plan adequately for succession 
or to develop new talent could damage the future prospects of the Group. 
Competition for quality personnel is intense and the Group may not be 
successful in attracting or retaining suitably qualified personnel, such as 
skilled engineering staff. Loss of key employees and delays in recruiting new 
personnel could harm the Group's business and in time our competitive advantage 
may erode. 
 
Mitigation - The Group has succession and development plans in place for key 
personnel and these are reviewed and updated at least annually. The Group HR 
director oversees talent management and recruitment of key personnel. 
Remuneration packages including fixed, variable and long-term elements and 
 
compensation arrangements are regularly benchmarked to ensure the Group's 
remuneration policy remains in line with market practice. 
 
Regulatory Risks 
 
Legal, regulatory and litigation 
 
Risk - The Group's operations or its products may fail to comply with laws and 
regulations in the markets in which it operates. We may take legal action 
against third parties to enforce our rights or face litigation from third 
parties. This may result in reputational damage and financial cost. 
 
Mitigation - We are committed to the highest standards and conduct regular 
audits covering business processes and behaviours to ensure compliance with the 
relevant laws and regulations. 
 
Health, safety and environmental 
 
Risk - A health and safety incident could result in serious injury to the 
Group's employees, visitors to our premises or customers. An environmental 
incident could impact on the community in which we operate. The environmental 
performance and reputation of our products may affect customer demand. 
 
Mitigation - We are committed to the highest standards and conduct regular 
audits to ensure compliance with relevant laws and regulations. Accreditation 
to ISO 9001:2008, ISO 14001:2004 and BS OHSAS 18001:2007 ensures a framework is 
in place with clear policies and procedures and these are regularly reviewed at 
operational and board level. Our product development and value engineering 
programmes help ensure product performance and benefits are continuously 
improved, taking advantage of new and emerging technologies. 
 
Related Party Transactions 
 
The related party transactions are set out in note 28 to the Group accounts on 
page 70 of the 2011 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 2011 
was GBP0.1m (2010: GBP0.1m). The amount outstanding at the year end was GBPnil (2010: 
GBPnil). 
 
Key management's compensation 
 
The compensation of the key management team, including the executive and 
non-executive directors, at the balance sheet date is set out below: 
 
                                                      2011  2010 
 
                                                        GBPm    GBPm 
 
Salaries and short-term benefits                       1.7   2.2 
 
Post employment benefits                               0.1   0.1 
 
Share based payments                                     -   0.1 
 
________________________________________________________________ 
 
Total emoluments to key management                     1.8   2.4 
 
________________________________________________________________ 
 
Responsibility Statement 
 
The 2011 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 24 of the 2011 Annual Report & Accounts for the 
Group. This statement is set out in unedited full text below. This states that 
on 9th March 2012, the date of approval of the 2011 Annual Report & Accounts, 
the directors confirm that to the best of their knowledge: 
 
  * the Group financial statements, prepared in accordance with IFRS as adopted 
    by the European Union, 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 business and finance 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. 
 
For further information contact: 
 
P M Sissons 
 
Company Secretary 
 
AGA Rangemaster Group plc 
 
Telephone Number +44 (0)1926 455755 
 
 
 
END 
 

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