AGA RANGEMASTER Annual Financial Report
March 28 2013 - 8:00AM
UK Regulatory
TIDMAGA
28th March 2013
AGA Rangemaster Group plc - 2012 Annual Report & Accounts
AGA Rangemaster Group plc (the "Company") has today posted or otherwise made
available to shareholders the following documents:
* Annual Report & Accounts for the year ended 31st December 2012 (`2012
Annual Report & Accounts');
* Notice of Annual General Meeting (`AGM Notice');
* Form of Proxy.
In accordance with Listing Rule 9.6.1R a copy of each of these documents has
been uploaded to the National Storage Mechanism and will be available for
viewing shortly at www.hemscott.com/nsm.do.
As required by Disclosure and Transparency Rule 6.3.5R, the Company confirms
that the 2012 Annual Report & Accounts and the AGM Notice are now available to
view or download in pdf format on the Company's website at
www.agarangemaster.com/investor-relations/agm.aspx. 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.
The Company's 2013 Annual General Meeting will be held at Mallory Court Hotel,
Harbury Lane, Leamington Spa, Warwickshire CV33 9QB on Wednesday 1st May 2013
at 11.00a.m.
The Company's 2012 Full Year Results announcement of 8th March 2013 contained a
management report as well as the audited financial statements which were
prepared in accordance with the applicable accounting standards. The 2012
Annual Report & Accounts submitted to the National Storage Mechanism today also
contains information regarding the Company's key risks and uncertainties,
related party transactions and a responsibility statement relating to the
content of the 2012 Annual Report & Accounts. An extract of this information is
provided below as required by Disclosure and Transparency Rule 6.3.5R, however
this material should be read in conjunction with and is not a substitute for
reading the full 2012 Annual Report & Accounts. Page numbers and
cross-references in the following appendices refer to page numbers and
cross-references in the 2012 Annual Report & Accounts.
APPENDICES
Appendix A: Key Risks and Uncertainties
The key risks and uncertainties are set out on pages 18 and 19 of the 2012
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 the Group's risk management process is not
to avoid all risk, but to identify, evaluate, mitigate and manage risks. The
Group's internal control and risk management policies and procedures are set
out on pages 32 to 33.
The board consider the following represent the principal risks and
uncertainties that may impact on the Group's long-term performance and could
cause actual results to differ materially from the expected and historical
results. The board recognises that the profile of the risks change constantly
and additional risks not presently known, or that are currently deemed
immaterial, may also impact on delivery of the Group's performance.
RISK MITIGATION
COMPETITION/MARKET EROSION * We seek to have differentiated
products and emphasise the
Competitors could introduce upgraded production superiority we have and
products and increase their actively invest in new product
marketing expenditure, which may development and design.
impact on market share. There could
be downward pressure on pricing if * New products are extensively
the sector accepts lower margins. researched and market tested.
Reduced demand for our products or
being less price competitive could * Constant monitoring of our market
impact the Group's ability to position and competitor strategies.
deliver its strategy and business
plans. * Value engineering programmes
assist with the maintenance and
enhancement of margin and pricing
strategies.
FINANCIAL COVENANTS & FUNDING * New bank facilities put in place
during the year which mature at the
The Group has bank facilities in end of 2015.
place to support the Group's
operations and to provide guarantees * The Group keeps its bankers
to cover future contributions to the informed of the Group's progress
pension scheme. against its strategy, business plans
and financial covenants.
Breach of banking covenants could
result in additional financial * The Group focuses closely on cash
operating restrictions being placed management. At present no dividends
on the business. are to be paid without agreement
with the trustee of the Group's main
pension scheme.
FINANCIAL INSTRUMENTS * The Group's treasury policy sets
the framework for hedging foreign
The Group is exposed to foreign exchange and interest rate risks.
exchange and interest rate risks as
it sells its products and sources * The Group offsets currency flows
components worldwide. Significant internally where possible and puts
movements could impact on future in place foreign exchange contracts,
profitability and cash flow. (For where appropriate.
further details see note 19 to the
accounts). Uncertainties in the
Eurozone could lead to increased
currency volatility.
GENERAL ECONOMIC CONDITIONS * The Group reviews financial
forecasts and monitors economic
The Group's operations are sensitive conditions (in particular housing
to global economic conditions market trends in the UK and the US)
particularly the consumer and to assess the impact on its budget
housing markets. Levels of consumer and strategic plans.
confidence could impact on the
Group's revenues and if the downturn * The Group seeks to increase
persists or worsens this may impact international sales and to reduce
on planned production levels and individual market dependency.
forecast profitability. Internal processes are in place to
monitor continually progress and the
A global economic recovery would availability of raw materials and
bring benefits given the operational components.
gearing of the Group, but could also
result in an increase in raw
material prices or restrict the
availability and quality of
components.
HEALTH, SAFETY AND ENVIRONMENTAL * We are dedicated to achieve the
highest standards and conduct
A health and safety incident could regular audits to ensure compliance
result in serious injury to the with relevant laws and regulations.
Group's employees, visitors to our
premises or customers. An * Accreditation to ISO 9001:2008,
environmental incident could impact ISO 14001:2004 and BS OHSAS 18001:
on the community in which we 2007 ensures a framework is in place
operate. The environmental with clear policies, procedures and
performance and reputation of our audits. Performance is regularly
products may affect customer demand. reviewed at operational and board
level.
* Our product development and value
engineering programmes help ensure
product performance is continuously
improved, taking advantage of new
and emerging technologies.
INTELLECTUAL PROPERTY * Register trade marks, patents and
designs in existing and new markets
The Group owns several well known and take legal action as
brands and other intellectual appropriate.
property. Failure to protect our
rights in our existing and in * Actively monitor the market to
potential new markets could lead to identify and address breaches of our
a reduction in their value. rights.
LEGAL, REGULATORY AND LITIGATION * We are committed to the highest
standards and conduct regular audits
The Group's operations are subject covering business processes and
to many different areas of behaviours to ensure compliance with
regulation and greater government relevant laws and regulations.
intervention may significantly
affect our business operations. * We enter into dialogue with
There has been an increase in regulators regarding their proposed
product regulations. We may take changes to product regulation with a
legal action against third parties view to being compliant, which can
to enforce our rights or face result in competitive advantages.
litigation from third parties. This
may result in reputational damage
and financial cost. The Group also
has a long and complex history and
there may be legacy issues to be
addressed.
OVER RELIANCE ON ANY INDIVIDUAL * The Group sells its products
CUSTOMER through a wide range of channels and
OR SUPPLIER markets which helps to minimise
single customer dependence.
The Group's profitability could be
impacted if any single customer * We monitor the supply chain to
became business critical or an avoid over reliance on any single
individual supplier dominated our supplier.
manufacturing process. Approaches to
distribution are changing, emanating
from increased consumer use of the
internet, which could alter dealer
and distributor structures within
the industry.
PENSION SCHEME FUNDING * The Group works closely with the
trustee of the main pension scheme
The Group is the sponsor of a large and has in place a long-term funding
pension scheme and can be called on strategy to manage closely assets
to meet funding deficits. The and liabilities in relation to each
valuations of the pension scheme other.
could increase a deficit that may
require the Company to provide * Following the triennial actuarial
additional cash contributions or valuation as at 31st December 2011 a
guarantees. Actuarial valuations are new recovery plan was agreed and a GBP
heavily driven by prevailing gilt 16 million contribution from cash
yields which can be subjected to held on deposit was made. Further
market distortions and government cash recovery contributions will not
action. This can lead to wide be made by the Company until 2015.
fluctuation in the appraised
liabilities which could, as a * The defined benefit scheme is
consequence, severely constrain the closed to new entrants and
finances of the Group. pensionable salaries were frozen in
2009/10.
Recovery plans need to be agreed
with the trustee of the pension * The level of current pension
scheme who have to take the views provision will be subject to a
and powers of The Pensions Regulator consultation exercise in 2013 along
into account. with plans for auto-enrolment.
* Cash flows within the pension
scheme are closely monitored to link
the requirements to pay members with
cash generated from the assets held.
* The Group also monitors market
conditions and will discuss with the
trustee further steps to reduce the
level of contingent dependency of
the pension scheme on the Group.
PEOPLE * The Group annually reviews its
succession and development plans for
Loss of key personnel or the failure key personnel and the board are kept
to plan adequately for succession or updated.
to develop new talent could damage
the future prospects of the Group. * The Group HR director oversees
Competition for quality personnel is personnel strategy.
intense and the Group may not be
successful in attracting or * Remuneration packages including
retaining suitably qualified fixed, variable and long-term
personnel. Loss of key employees and elements and compensation
delays in recruiting new personnel arrangements are regularly
could harm the Group's business and benchmarked to ensure the Group's
in time our competitive advantages remuneration policy remains in line
may erode. with market practice.
Appendix B: Related Party Transactions
The related party transactions are set out in note 28 to the Group accounts on
page 71 of the 2012 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 2012
was GBP0.1m (2011: GBP0.1m). The amount outstanding at the year end was GBPnil (2011:
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:
2012 2011
GBPm GBPm
Salaries and short-term benefits 1.7 1.7
Post employment benefits 0.1 0.1
Share based payments 0.1 -
Total emoluments to key management 1.9 1.8
Appendix C: Responsibility Statement
The 2012 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 28 of the 2012 Annual Report & Accounts for the
Group. This statement is set out in unedited full text below. This states that
on 8th March 2013, the date of approval of the 2012 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 EU, 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 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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