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 £
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 £0.1m (2011:
£0.1m). The amount outstanding at the year end was £nil (2011:
£nil).
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
£m £m
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