TIDMAGA

RNS Number : 1254M

Aga Rangemaster Group PLC

21 August 2013

21(st) August 2013

FOR IMMEDIATE RELEASE

AGA RANGEMASTER GROUP PLC

2013 HALF-YEARLY FINANCIAL REPORT

Tide in our markets is turning : growth expected for full year

AGA Rangemaster Group plc ('the Group'), the specialist in range cooking and kitchen living, is pleased to announce its interim results for the half year ended 30(th) June 2013.

-- Revenues of GBP119.5 million (2012: GBP119.2 million) were up, with a better second quarter offsetting the slow start to the year.

-- Operating profits were GBP1.5 million for the half year (2012: GBP1.5 million). Full year 2012 operating profits were GBP6.5 million.

-- Group on track for a profit before tax after pension charges for the full year. Implementing the revised pension accounting standard and non-recurring costs gives rise to a loss before tax of GBP2.4 million for the period to 30(th) June 2013.

-- Balance sheet remains strong with total equity of GBP138.9 million (30(th) June 2012: GBP101.9 million) and net debt of GBP6.0 million (30(th) June 2012: net cash GBP11.9 million).

Operational highlights

-- AGA cooker orders were up 8% at the half year and with the newly launched electric products the trend should continue.

   --      Rangemaster is showing sales momentum picking up after a slow start. 
   --      Fired Earth returned to profitability and AGA Marvel in North America is growing well. 

-- IAS 19 Employee Benefits (revised) shows a balance sheet deficit of GBP15.6 million at 30(th) June 2013. No deficit recovery payments to be made in 2013 or 2014.

"We saw momentum established during the half year after the slow start and order intake since then has been encouraging. The tide is turning, the mood amongst our customers is better and there is a buzz about our new products. We will now see what our new generation of products - led by a more flexible AGA - and our enhanced operational gearing can deliver."

William McGrath

Chief Executive

 
 Enquiries:                           020 7404 5959 (today) 
  William McGrath, Chief Executive     01926 455 731 (thereafter) 
  Shaun Smith, Finance Director        020 7404 5959 
  Charlotte Winsley / Laura Jack 
  (Brunswick) 
 

AGA RANGEMASTER GROUP PLC

2013 INTERIM MANAGEMENT REPORT

Overview

The tide in our key markets is turning changing the prospects for the business. We have seen stronger order intake in the second quarter after a quiet start to the year. The levels of housing transactions which are a key driver of our business have started to pick up and we expect that improvement to feed through into higher sales volumes in the second half - particularly given our recent new product introductions. Encouraging performances were seen notably in North America from AGA Marvel and from Fired Earth which made an operating profit for the first time for some years. While the start of the year saw trading down in the UK range cooker market, we expect the positive current trends to bring a better second half to the year.

Half year results

Revenues in the first half were up at GBP119.5 million. Order intake which was down 4% in the first quarter year-on-year was up 5% in the second quarter. Operating profits were unchanged at GBP1.5 million. 38% of revenues were outside the UK (37% in 2012). There were non-recurring costs primarily relating to rationalisation of the Grange and Waterford Stanley operations of GBP0.7 million each. IAS 19 Employee Benefits has been revised and significantly impacts the figures reported in the income statement. In particular, the revision means that the rate used to calculate income on the assets of the scheme is now the same rate used to discount the liabilities and does not take account of returns on the assets being held. The changes reduce the reported profit before tax and that means there is a loss before tax of GBP2.4 million in the first half (half year 2012 restated: GBP1.4 million loss, originally reported GBP1.6 million profit). The changes have no impact on cash deficit recovery contributions to the Group's main pension scheme which were agreed with the trustee at nil for both the current year and for 2014 following the GBP16.0 million deficit recovery contribution made in 2012. Under these arrangements no dividends are to be paid without the consent of the trustee and no interim dividend is proposed in 2013.

Operating performances

The AGA is the world's best cooker and in its new modernised form it has the flexibility to appeal to new domestic and international customers. Consequently, the prospects for our AGA business have improved. The number of AGA cookers ordered was up 8% at the half year as AGA Total Control, available in 3 and 5-oven electric models, gained traction. It now represents over 30% of AGA cooker sales having been launched two years ago. The Total Control can cost under GBP5 a week to run. The running and servicing cost savings against having old oil models can be over GBP1,000 a year. We have just introduced the Dual Control version with a single heat source for the ovens but with separate hot plates that are rapidly up to cooking temperature when needed. This is particularly attractive to those who are used to or want to have an AGA not only to cook but also on and providing background warmth for most of the year. We expect the Total Control and Dual Control models which are assembled in the factory and capable of being internally or externally vented to become the core AGA product lines and may become the only heat storage lines made available in new international markets.

Rayburn unit sales volumes edged up - while Stanley cooker sales fell again - but by aiming directly at the solid fuel markets and oil boiler owners who can upgrade to a modern boiler as part of a Rayburn or Stanley cooker, we see these markets bottoming out.

Rangemaster is the UK's market leader having close to 50% of the market by value - a market which is now growing again. Competitor prices fell at the start of the year and this had some impact on Rangemaster sales as consumers traded down in response. Rangemaster overall saw volumes down 4% although France proved resilient and exports represented a record 30% of sales volumes.

Our 'Built from Experience' adverts focusing on the quality differential echoed by market research endorsed Rangemaster as the sector's aspirational brand. New product introductions in the second half will underscore this quality and design advantage.

Fired Earth saw sales up 5% and it made an operating profit for the first time since the economic downturn - a notable achievement since the management changes in 2011 when operating losses were in excess of GBP1.4 million. The strong current floor and wall tile collections together with an exceptional programme of new introductions underpin the improved prospects. Home design bookings are running well ahead of 2012 and new, small London high street format stores are performing well. We expect, in particular, the new Transport for London collections taken at their behest from their remarkable tile and poster archives will prove a major factor in the growth of Fired Earth's online activities.

International developments

In North America the housing market has picked up and we are seeing a better performance from our AGA Marvel business which sells primarily cookers and undercounter fridges. We expect this to build as the year progresses given the number of new customer accounts and sales relationships established over the last 18 months. A revamped distributor structure; the addition of major buying groups and large retail accounts attracted by our upgraded products from our Michigan factory and the overall 'suites' offered to consumers that include our European made cookers suggest that AGA Marvel will perform strongly in an upturn. We are remodelling our cabinets to meet new 2014 regulations.

For Grange we cut back on outlets and warehousing in North America to reduce the level of loss, much of our focus will now be on our New York showroom. In Europe, markets remained subdued. With 'My Grange' attracting new business to Grange and with a move to integrate our two manufacturing and warehousing sites in Lyon to one, we see progress on both revenues and costs bringing Grange back to profitability.

We have developed a range of products adapted for the Chinese markets in conjunction with our partner, Vatti. These are undergoing Chinese accreditation processes which are expected to be completed before the end of the year. We will then be ready to launch our range cookers into the Chinese market. The gas burner systems we have developed have wider market applicability and we expect them to bring additional sales as we fuse eastern and western expectations of a range cooker.

We have also worked on raising the profile of our products and strengthening distribution across Europe. We have highlighted the flexibility of our products for international markets through Divertimenti's 'The World Cooks in One City' campaign as shown on the website. Apart from our collaborations, a series of international initiatives have been set up in the appliance sector recently indicating an increased internationalist sentiment.

Pension scheme funding and financing

The accounting for pension schemes has changed this year with the introduction of IAS 19 Employee Benefits (revised). At 30(th) June 2013 the Group's pension assets were valued at GBP813.3 million ahead of the asset value at 31(st) December 2012 of GBP809.1 million. The pension liabilities, calculated using a yield on 'AA' corporate bonds which gives a discount rate of 4.8% at 30(th) June 2013 and assuming a RPI inflation rate of 3.1%, were GBP828.9 million, producing a deficit of GBP15.6 million.

The profit and loss impact of the pension scheme has changed in that the assumed income on assets held is now calculated using the same discount rate as used for the liabilities, with no account being taken of the expected investment performance of the assets held. The full year impact is to eliminate credits previously included in the income statement in 2012 of GBP7.8 million, and a comparable number in 2013, which now flow through the statement of comprehensive income. Given the profile of the Group's main pension scheme, the GBP27.7 million present value of projected future general administration expenses that are a direct consequence of past service, paid by the scheme and the Company, has now been included as part of the retirement benefit obligation rather than being included in the current service cost.

The Group's main pension scheme remains a major factor for the Group. The agreement reached with the trustee in 2012 set the deficit recovery contribution levels at GBP16.0 million in 2012; nil in 2013 and 2014; GBP4.0 million in 2015; and GBP10.0 million per annum thereafter. The Group has been able to ride out the extremes of a market slowdown on the business and the impact of low bond yields pushing up pension scheme liabilities. As market conditions alter and as the increase in yields on government bonds has a positive impact on the actuarial valuation of liabilities, it remains the intention of the Group to rebalance the relationship in terms of scale and financial strength between the scheme and the Company before any new formal funding arrangements are to be put in place in relation to the next triennial actuarial valuation to be undertaken as at 31(st) December 2014.

Following completion of the pension scheme funding arrangements in 2012 a new three year banking deal was put in place. The cash contribution and the higher costs of borrowings and guarantees added to finance costs which were GBP0.7 million in the first half.

Current trading and outlook

Ever since the UK and US housing market downturns led to sharp falls in appliance sales, trading conditions have been difficult. We have cut costs and continue with a series of efficiency and rationalisation programmes. We, however, have importantly kept investing in products and in our brands and these have been behind our continuing progress for the business. As the tide turns we now feel that our major markets in the UK and North America will provide buoyancy and sales.

The new generation of electric AGA products can bring a step change in performance. We intend to support them with a sustained marketing effort in the UK - where existing owners trading up are a key market - and in new markets where brand recognition may be high but knowledge of the current product strengths is limited. The year on year improvements in order volumes have continued since the half year.

Rangemaster's success has attracted competition but the quality of the product and our strength in distribution provide a great platform in improving markets and orders since the half year have been good nearly making up the first half volume shortfalls.

Taken overall the indicators from the order intake are that revenues will finally start to move forward in the second half bringing profitability improvements as the operational gearing impacts.

Financial review

Revenue - The revenue of GBP119.5 million was slightly higher than last half year's GBP119.2 million. Market conditions were particularly tough in the first quarter and somewhat better in the second quarter.

Operating profit - The operating profit at GBP1.5 million was the same as the operating profit of GBP1.5 million in the first half of 2012.

Net pension charge - The half year pension charge of GBP1.8 million (half year 2012 restated: GBP1.5 million) was higher than the restated 2012 charge due to the net interest charge of GBP0.6 million (half year 2012 restated: GBP0.2 million) having been calculated on a higher deficit at the beginning of the period.

Non-recurring costs - Non-recurring costs were GBP1.4 million in the period (half year 2012: GBP1.4 million) and mainly relate to the continuing rationalisation programmes involving Waterford Stanley in Ireland and Grange in North America as disclosed in the 2012 financial statements. The total cost in 2013 is expected to be around GBP2 million.

Finance costs - The finance cost was GBP0.7 million (half year 2012: finance cost GBP0.2 million, finance income GBP0.2 million) reflecting the higher borrowing costs of the new three year bank facilities put in place at the end of 2012, the cost of the GBP30 million of pension scheme guarantees provided and interest payable on the Group's EUR and USD hedging loans.

Taxation - The effective tax rate for the half year is forecast at nil compared to 21% in the first half of 2012. UK deferred tax balances have been accounted for at a rate of 23% at 30(th) June 2013. Tax thereafter in the UK should track the UK standard rate, although foreign tax rates may vary.

Earnings / loss per share - The basic loss per share was 3.5 pence (half year 2012 restated: 1.4 pence loss). The average number of shares in issue was 69.3 million (the same as the previous half year and year end).

Dividends - The board has decided not to pay an interim dividend (half year 2012: GBPnil). Under the agreement reached over future pension contributions, agreement with the pension trustee would be required prior to a dividend payment being made.

Discontinued operations - Payments made during the first half of 2013 amounted to GBP0.6 million (half year 2012: GBP1.4 million and full year 2012: GBP6.0 million) and were fully provided for at 31(st) December 2012 and expected future claims are fully provided at 30(th) June 2013.

Balance sheet - The balance sheet remains strong. Working capital at the period end was GBP26.0 million (30(th) June 2012: GBP24.3 million).

The net pension deficit was GBP15.6 million and compares to a restated net deficit of GBP38.7 million at 31(st) December 2012 and GBP72.5 million at 30(th) June 2012. The reduction is primarily a result of the higher discount rate used - up from 4.3% at 31(st) December 2012 to 4.8% at 30(th) June 2013 - which has the impact of decreasing the scheme liabilities.

Net debt was GBP6.0 million (30(th) June 2012: net cash GBP11.9 million, 31(st) December 2012 net cash GBP5.5 million) after GBP12.0 million of deficit recovery payments to the pension scheme and GBP4.6 million of settlement payments in relation to divested businesses in the second half of 2012.

Net assets of the Group at 30(th) June 2013 were GBP138.9 million, up from the restated GBP119.9 million at the end of last year.

Cashflow - The cash used in operating activities saw an improvement at GBP6.5 million in the period (half year 2012: GBP11.1 million outflow). In line with normal seasonality, there was a working capital outflow of GBP8.6 million (half year 2012: GBP13.1 million outflow). In the second half of 2012 the working capital inflow was GBP7.6 million.

The business plan assumed growth driven by new product introductions. Expenditure on intangibles, in particular development costs, was GBP1.4 million (half year 2012: GBP1.1 million) and compares to an amortisation charge of GBP1.1 million (half year 2012: GBP0.9 million). Capital expenditure in the period was GBP1.7 million (half year 2012: GBP0.8 million) and compares to a depreciation charge of GBP2.3 million (half year 2012: GBP2.8 million).

By order of the board:

 
 J Coleman             W B McGrath 
  Chairman              Chief Executive 
 
 
  21(st) August 2013 
 

AGA RANGEMASTER GROUP PLC

2013 HALF-YEARLY FINANCIAL REPORT

CONSOLIDATED INCOME STATEMENT

 
 
                                               Half year     Half year      Year to 
                                                 to June       to June     December 
                                                    2013          2012         2012 
                                               Unaudited     Unaudited      Audited 
                                                              Restated     Restated 
                                      Note                   (note 11)    (note 11) 
 
                                                    GBPm          GBPm         GBPm 
 
 Revenue                                           119.5         119.2        244.6 
 Net operating costs                             (118.0)       (117.7)      (238.1) 
 
 Group operating profit                              1.5           1.5          6.5 
 
 Net pension charge                     11         (1.8)         (1.5)        (2.9) 
 Non-recurring costs                     4         (1.4)         (1.4)        (1.7) 
 
 (Loss) / profit before finance 
  (costs) / income and tax                         (1.7)         (1.4)          1.9 
 Finance income                                        -           0.2          0.4 
 Finance costs                                     (0.7)         (0.2)        (0.6) 
 
 (Loss) / profit before tax                        (2.4)         (1.4)          1.7 
 Tax credit / (expense)                  6             -           0.3        (0.2) 
 
 (Loss) / profit for the period                    (2.4)         (1.1)          1.5 
 
 
 
 (Loss) / profit attributable 
  to: 
 Equity holders of the parent                      (2.4)         (1.0)          1.6 
 Non-controlling interests                             -         (0.1)        (0.1) 
 
 (Loss) / profit for the period                    (2.4)         (1.1)          1.5 
 
 
 
 (Loss) / earnings per share 
  attributable to 
  equity holders of the parent:          8             p             p            p 
 Basic                                             (3.5)         (1.4)          2.3 
 Diluted                                           (3.5)         (1.4)          2.3 
 
 

All operations are continuing.

AGA RANGEMASTER GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
 
                                                Half year     Half year       Year to 
                                                  to June       to June      December 
                                                     2013          2012          2012 
                                                Unaudited     Unaudited       Audited 
                                                               Restated      Restated 
                                                              (note 11)     (note 11) 
 
                                                     GBPm          GBPm          GBPm 
 
 (Loss) / profit for the period                     (2.4)         (1.1)           1.5 
-------------------------------------------  ------------  ------------  ------------ 
 
   Other comprehensive income / (losses) 
   to be reclassified to profit or loss 
   in subsequent periods: 
 Exchange adjustments on hedge of net 
  investments                                       (0.9)           0.3           0.6 
 Exchange differences on translation of 
  foreign operations                                  4.3         (2.2)         (2.8) 
 
 Net other comprehensive income / (losses) 
  to be reclassified to profit or loss 
  in subsequent periods                               3.4         (1.9)         (2.2) 
 
 
 Items not to be reclassified to profit 
  or loss in subsequent periods: 
 Actuarial gains / (losses) on defined 
  benefit pension schemes                            23.3        (53.8)        (32.7) 
 Tax on defined benefit pension schemes 
  and tax losses                                    (5.4)          12.9           7.4 
 
 Net other comprehensive income / (losses) 
  not being reclassified to profit or loss 
  in subsequent periods                              17.9        (40.9)        (25.3) 
 
 
 
 Other comprehensive income / (losses) 
  for the period                                     21.3        (42.8)        (27.5) 
 
 Total comprehensive income / (losses) 
  for the period                                     18.9        (43.9)        (26.0) 
 
 
 
 Attributable to: 
 Equity holders of the parent                        18.9        (43.8)        (25.9) 
 Non-controlling interests                              -         (0.1)         (0.1) 
 
 Total comprehensive income / (losses) 
  for the period                                     18.9        (43.9)        (26.0) 
 
 

AGA RANGEMASTER GROUP PLC

CONSOLIDATED BALANCE SHEET

 
                                                     30(th)   30(th) June   31(st) December 
                                                  June 2013          2012              2012 
                                                  Unaudited     Unaudited           Audited 
                                                                 Restated          Restated 
                                          Note                  (note 11)         (note 11) 
 
                                                       GBPm          GBPm              GBPm 
 Non-current assets 
 Goodwill                                              67.5          65.8              65.3 
 Intangible assets                                     25.8          23.5              24.5 
 Property, plant and equipment              10         38.5          38.5              38.3 
 Other receivables                                      0.3           0.5               0.6 
 Deferred tax assets                                    8.6          22.3              14.5 
 
                                                      140.7         150.6             143.2 
 
 Current assets 
 Inventories                                           46.9          48.9              45.9 
 Trade and other receivables                           34.7          34.9              30.9 
 Current tax assets                                       -           1.0               1.1 
 Cash and cash equivalents                  12         10.1          29.7              21.0 
 
                                                       91.7         114.5              98.9 
 
 Assets held for sale                                   2.3           2.6               2.2 
 
 Total assets                                         234.7         267.7             244.3 
 
 Current liabilities 
 Borrowings                                 12        (1.0)         (2.8)             (1.3) 
 Trade and other payables                            (55.6)        (59.5)            (61.0) 
 Current tax liabilities                              (2.7)         (2.9)             (3.0) 
 Provisions                                 13        (3.1)         (7.9)             (3.9) 
 
                                                     (62.4)        (73.1)            (69.2) 
 
 Net current assets                                    29.3          41.4              29.7 
 
 Non-current liabilities 
 Borrowings                                 12       (15.1)        (15.0)            (14.2) 
 Retirement benefit obligation              11       (15.6)        (72.5)            (38.7) 
 Deferred tax liabilities                             (1.2)         (3.3)             (1.2) 
 Provisions                                 13        (1.5)         (1.9)             (1.1) 
 
                                                     (33.4)        (92.7)            (55.2) 
 
 Total liabilities                                   (95.8)       (165.8)           (124.4) 
 
 Net assets                                           138.9         101.9             119.9 
 
 
 Equity 
 Share capital                              14         32.5          32.5              32.5 
 Share premium account                                 29.6          29.6              29.6 
 Other reserves                                        85.2          82.1              81.8 
 Retained loss                                        (8.5)        (42.4)            (24.1) 
 
 Equity attributable to equity holders 
  of the parent                                       138.8         101.8             119.8 
 Non-controlling interests                              0.1           0.1               0.1 
 
 Total equity                                         138.9         101.9             119.9 
 
 

AGA RANGEMASTER GROUP PLC

CONSOLIDATED CASH FLOW STATEMENT

 
                                                            Half year    Half year      Year to 
                                                              to June      to June     December 
                                                                 2013         2012         2012 
                                                            Unaudited    Unaudited      Audited 
                                                                          Restated     Restated 
                                                    Note                 (note 11)    (note 11) 
 
                                                                 GBPm         GBPm         GBPm 
 Operating activities 
 (Loss) / profit before tax                                     (2.4)        (1.4)          1.7 
 
 Reconciliation of (loss) / profit before 
  tax to net cash flows: 
 Net finance costs                                                0.7            -          0.2 
 Depreciation of property, plant and 
  equipment                                           10          2.3          2.8          5.1 
 Amortisation of intangible assets                                1.1          0.9          2.1 
 Loss / (profit) on disposal of property, 
  plant and equipment, intangibles and 
  assets held for sale                                            0.1            -        (0.5) 
 Share based payments expense                                     0.1          0.1          0.2 
 Increase in inventories                                            -        (3.8)        (1.0) 
 Increase in receivables                                        (2.7)        (4.1)        (0.3) 
 Decrease in payables                                           (5.9)        (5.2)        (4.2) 
 Decrease in provisions                                             -        (0.5)        (0.6) 
 Pension charge and normal contributions                          0.2          0.1        (0.6) 
 
 Cash (used in) / generated from operating 
  activities                                                    (6.5)       (11.1)          2.1 
 Deficit recovery pension contributions                             -        (4.0)       (16.0) 
 Cashflows related to discontinued operations          7        (0.6)        (1.4)        (6.0) 
 Net finance costs                                              (0.7)        (0.2)        (0.1) 
 Tax receipt / (payment)                                          1.3            -        (0.3) 
 
 Net cash used in operating activities                          (6.5)       (16.7)       (20.3) 
 
 
 Investing activities 
 Purchase of property, plant and equipment            10        (1.7)        (0.8)        (3.7) 
 Expenditure on intangibles                                     (1.4)        (1.1)        (2.7) 
 Proceeds from disposal of property, 
  plant and equipment and assets held 
  for sale                                                          -            -          1.0 
 
 Net cash used in investing activities                          (3.1)        (1.9)        (5.4) 
 
 
 Financing activities 
 Dividends paid                                        9            -        (0.8)        (0.8) 
 Borrowing costs                                                (0.4)            -        (0.2) 
 (Repayment of borrowings) / new bank 
  loans raised                                                  (0.3)          1.0        (0.3) 
 
 Net cash (used in) / generated from 
  financing activities                                          (0.7)          0.2        (1.3) 
 
 Effects of exchange rate changes                               (0.6)            -        (0.1) 
 
 Net decrease in cash and cash equivalents                     (10.9)       (18.4)       (27.1) 
 Cash and cash equivalents at beginning 
  of period                                                      21.0         48.1         48.1 
 
 Cash and cash equivalents at end of 
  period                                              12         10.1         29.7         21.0 
 
 
 

AGA RANGEMASTER GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Half year to 30(th) June 2013

 
                                                              Equity attributable to equity 
                                                                      holders of the parent 
 
                                                                        Retained 
                                                                        earnings 
                                                                        Restated                      Non- 
                                        Share      Share       Other       (note               controlling     Total 
                                      capital    premium    reserves         11)      Total      interests    equity 
                                    ---------  ---------  ----------  ----------  ---------  -------------  -------- 
                                         GBPm       GBPm        GBPm        GBPm       GBPm           GBPm      GBPm 
 At 1(st) January 2013 as 
  reported                               32.5       29.6        81.8       (2.8)      141.1            0.1     141.2 
 Prior year adjustment (note 
  11)                                       -          -           -      (21.3)     (21.3)              -    (21.3) 
----------------------------------  ---------  ---------  ----------  ----------  ---------  -------------  -------- 
 At 1(st) January 2013 as 
  restated                               32.5       29.6        81.8      (24.1)      119.8            0.1     119.9 
 
 Comprehensive income 
 Loss for the period                        -          -           -       (2.4)      (2.4)              -     (2.4) 
 Other comprehensive income 
  / (losses): 
 Exchange adjustments on 
  hedge of net investments                  -          -       (0.9)           -      (0.9)              -     (0.9) 
 Exchange differences on 
  translation of foreign 
  operations                                -          -         4.3           -        4.3              -       4.3 
 Actuarial gain on defined 
  benefit pension schemes                   -          -           -        23.3       23.3              -      23.3 
 Deferred tax on actuarial 
  gains                                     -          -           -       (5.4)      (5.4)              -     (5.4) 
 
 Total comprehensive income 
  for the period ended 30(th) 
  June 2013                                 -          -         3.4        15.5       18.9              -      18.9 
 Share based payments                       -          -           -         0.1        0.1              -       0.1 
 
 At 30(th) June 2013                     32.5       29.6        85.2       (8.5)      138.8            0.1     138.9 
 
 
 

Half year to 30(th) June 2012

 
                                               Equity attributable to equity holders 
                                                                       of the parent 
 
                                                                   Retained 
                                                                   earnings                    Non- 
                                   Share      Share       Other    Restated             controlling     Total 
                                 capital    premium    reserves       (note    Total      interests    equity 
                                                                        11) 
                               ---------  ---------  ----------  ----------  -------  -------------  -------- 
                                    GBPm       GBPm        GBPm        GBPm     GBPm           GBPm      GBPm 
 At 1(st) January 2012 as 
  reported                          32.5       29.6        84.0        21.4    167.5            0.2     167.7 
 Prior year adjustment (note 
  11)                                  -          -           -      (21.2)   (21.2)              -    (21.2) 
-----------------------------  ---------  ---------  ----------  ----------  -------  -------------  -------- 
 At 1(st) January 2012 as 
  restated                          32.5       29.6        84.0         0.2    146.3            0.2     146.5 
 
 Comprehensive income 
 Loss for the period                   -          -           -       (1.0)    (1.0)          (0.1)     (1.1) 
 Other comprehensive income 
  / 
  (losses): 
 Exchange adjustments on 
  hedge of 
  net investments                      -          -         0.3           -      0.3              -       0.3 
 Exchange differences on 
  translation 
  of foreign operations                -          -       (2.2)           -    (2.2)              -     (2.2) 
 Actuarial losses on defined 
  benefit pension schemes              -          -           -      (53.8)   (53.8)              -    (53.8) 
 Deferred tax on actuarial 
  losses                               -          -           -        12.9     12.9              -      12.9 
 
 Total comprehensive income 
  for 
  the period ended 30(th) 
  June 2012                            -          -       (1.9)      (41.9)   (43.8)          (0.1)    (43.9) 
 Dividends paid                        -          -           -       (0.8)    (0.8)              -     (0.8) 
 Share based payments                  -          -           -         0.1      0.1              -       0.1 
 
 At 30(th) June 2012                32.5       29.6        82.1      (42.4)    101.8            0.1     101.9 
 
 

AGA RANGEMASTER GROUP PLC

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. CORPORATE INFORMATION

The interim condensed consolidated financial statements of the Group for the six months ended 30(th) June 2013 were authorised for issue in accordance with a resolution of the directors on 21(st) August 2013.

AGA Rangemaster Group is a public limited company incorporated and domiciled in the UK whose shares are publicly traded on the London Stock Exchange.

The principal activities of the Group are the manufacture and sale of range cookers, kitchen and related home fashions products.

The interim condensed consolidated financial statements do not comprise the Group's statutory accounts as defined by section 434 of the Companies Act 2006. Statutory accounts for the year ended 31(st) December 2012 were approved by the board of directors on 8(th) March 2013 and were delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, it did not contain an emphasis of matter paragraph and did not contain any statement under section 498(2) or (3) of the Companies Act 2006.

The financial information presented here is unaudited but has been reviewed by the Group's auditor, Ernst & Young LLP. The review opinion appears at the end of these notes.

2. BASIS OF PREPARATION

The interim condensed consolidated financial statements for the six months ended 30(th) June 2013 have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and with International Accounting Standard 34 ('IAS 34') Interim Financial Reporting as adopted by the European Union.

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's Annual Report and Accounts as at 31(st) December 2012 which have been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union.

The 2012 figures have been restated as IAS 19 Employee Benefits (Revised 2011) has been adopted - see note 11.

GOING CONCERN

The directors have assessed the financial position and the future funding requirements of the Group and compared them to the level of available committed borrowing facilities. The Group's committed bank facilities mature in 2015. The directors' assessment included a review of the Group's financial forecasts, financial instruments and hedging arrangements for the 15 months from 30(th) June 2013. The directors considered a range of potential scenarios within the key markets the Group serves. The directors have also taken into consideration developments in the Eurozone countries and have also considered what mitigating actions the Group could take to limit any adverse consequences. Having undertaken this assessment, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, and so it has been determined that it is appropriate for the 2013 interim condensed consolidated financial statements to be prepared on a going concern basis.

ESTIMATES

The preparation of the interim condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Future actual results may differ from these estimates.

In preparing these interim condensed consolidated financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the Group's Annual Report and Accounts for the year ended 31(st) December 2012.

RISKS AND UNCERTAINITIES

There are a number of risks and uncertainties which could have a material impact on the Group's performance over the remaining six months of the financial year and could cause actual results to differ from expected and historical results. The directors do not consider that the principal risks and uncertainties have changed since the publication of the Annual Report and Accounts for the year ended 31(st) December 2012, which are summarised below:

              --     Pension scheme - the Group is the sponsor of a large pension scheme and can be called on to meet funding deficits. 
              --     Financial covenants and funding - the Group's bank facilities mature at the end of 2015. 
              --     General economic conditions - the Group's operations are sensitive to the global economic conditions and to 

developments in Eurozone countries. The Group has operating subsidiaries in Ireland and France. The Group has

little exposure to Greece and Spain.

              --     Financial instruments - the Group is exposed to foreign exchange risks, particularly, movements in the Euro and 

interest rate risks.

              --     Competition / margin erosion. 
              --     Intellectual property - failure to protect our brands. 
              --     Over reliance on any individual customer or supplier. 
              --     People - the potential loss of key personnel. 
              --     Legal, regulatory and litigation. 
              --     Health, safety and environmental. 

3. ACCOUNTING POLICIES

The interim condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Group's Annual Report and Accounts for the year ended 31(st) December 2012 except for the adoption of new standards and interpretations effective as of 1(st) January 2013, as noted below.

The Group applies, for the first time, certain standards and amendments that require restatement of previous financial statements. These include IAS 19 Employee Benefits (Revised 2011) and amendments to IAS 1 Presentation of Financial Statements. As required by IAS 34, the nature and the effect of these changes are disclosed below.

Several other new standards and amendments apply for the first time in 2013. However, they do not impact the interim condensed consolidated financial statements or the Annual Report and Accounts of the Group.

The nature and the impact of each new standard / amendment is described below:

IAS 1 Presentation of Items of Other Comprehensive Income (Amendments to IAS 1)

The amendments to IAS 1 introduce a grouping of items presented in other comprehensive income ('OCI'). Items that could be reclassified (or recycled) to profit or loss at a future point in time (e.g. net gain on hedge of net investment and exchange differences on translation of foreign operations) now have to be presented separately from items that will never be reclassified (e.g. actuarial gains and losses on defined benefit plans). The amendment affected presentation only and had no impact on the Group's financial position or performance.

IAS 1 Clarification of the Requirement for Comparative Information (Amendment)

The amendment to IAS 1 clarifies the difference between voluntary additional comparative information and the minimum required comparative information. An entity must include comparative information in the related notes to the financial statements when it voluntarily provides comparative information beyond the minimum required comparative period. The additional voluntarily comparative information does not need to be presented in a complete set of financial statements. An opening statement of financial position (known as the 'third balance sheet') must be presented when an entity applies an accounting policy retrospectively, makes retrospective restatements, or reclassifies items in its financial statements, provided any of those changes has a material effect on the statement of financial position at the beginning of the preceding period. The amendment clarifies that a third balance sheet does not have to be accompanied by comparative information in the related notes. Under IAS 34, the minimum items required for interim condensed consolidated financial statements do not include a third balance sheet.

IAS 19 Employee Benefits (Revised 2011) (IAS 19R)

IAS 19R includes a number of amendments to the accounting for defined benefit plans, including expected returns on pension schemes' assets are no longer recognised in profit or loss, instead interest on the net defined benefit obligation is recognised in profit or loss, calculated using the discount rate used to measure the pension liability. Costs of managing the plan assets are deducted in determining the return on plan assets which are recognised in other comprehensive income and the present value of projected future general administration expenses that are a direct consequence of past service are now included as part of the retirement benefit obligation, rather than being included in the current service cost. Unvested past service costs are now recognised in profit or loss at the earlier of when the amendment to the plan giving rise to the past service cost occurs or when the related restructuring or termination costs are recognised. Other amendments include new disclosures, such as, quantitative sensitivity disclosures. In the case of the Group, the transition to IAS 19R had an impact on the pension charge in the income statement. The effect of the adoption of IAS 19R is explained in note 11.

IAS 34 Interim Financial Reporting and Segment Information for Total Assets and Liabilities (Amendment)

The amendment clarifies the requirements in IAS 34 relating to segment information for total assets and liabilities for each reportable segment to enhance consistency with the requirements in IFRS 8 Operating Segments. Total assets and liabilities for a reportable segment need to be disclosed only when the amounts are regularly provided to the chief operating decision maker ('CODM') and there has been a material change in the total amount disclosed in the entity's previous Annual Report and Accounts for that reportable segment. The Group does not provide this disclosure as total segment assets and total segment liabilities were not reported to the CODM.

IFRS 13 Fair Value Measurement

IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The application of IFRS 13 has not materially impacted the fair value measurements carried out by the Group.

IFRS 13 also requires specific disclosures on fair values, some of which replace existing disclosure requirements in other standards, including IFRS 7 Financial Instruments: Disclosures. Some of these disclosures are specifically required for financial instruments by IAS 34.16A(j), thereby affecting the interim condensed consolidated financial statements. The Group provides these disclosures in note 15.

The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

4. NON-RECURRING COSTS

The non-recurring costs during the period to 30(th) June 2013 of GBP1.4 million related to site rationalisation programmes involving Waterford Stanley in Ireland and the costs of closing certain selling / retailing outlets and the warehouse at Grange in North America, as disclosed in the 2012 Annual Report and Accounts.

The non-recurring costs during the period to 30(th) June 2012 of GBP1.4 million related to the reorganisation of our AGA Rangemaster distribution operations and retail structures.

5. SEGMENTAL ANALYSIS

The directors consider that there are two operating segments namely AGA (which comprises the brands and operations of AGA Rayburn, Fired Earth, Grange, Redfyre and Waterford Stanley) and Rangemaster (which comprises the brands and operations of AGA Marvel, Divertimenti, Heartland, La Cornue and Rangemaster). Two areas of the business were identified over which the directors allocate resource, plan purchasing and manufacturing, have combined sales targets, incentives and marketing programmes. These areas were determined to be the level at which the chief operating decision maker ('CODM') makes decisions and were deemed to be the operating segments of 'AGA' and 'Rangemaster'. The strategy as set by the board is for the Group to be seen as a global consumer brand which sells range cookers, kitchen and related home fashions products internationally with cross selling opportunities creating appreciable competitive advantage for all our individual brands.

The operating results of the operating segments, for which discrete information is available, are regularly reviewed by the CODM, which consists of the chief executive and his senior management team, to make decisions about the resources to be allocated to the segments and assess their performance. Management's focus is on the cross selling of all consumer products to our customer database - e.g. AGA Marvel is responsible for distributing product manufactured in the UK at our Leamington Spa (range cookers) and Telford (cast iron cookers) factories, which are then sold in North America under the AGA brand. Waterford Stanley is the distributor for Rangemaster and Rayburn products into Ireland and Grange has developed products that are sold under its own brand and the Fired Earth brand.

Our customers are substantially of the same demographic. At the heart of our sales strategy we look to sell packages of products to our customer base which, for example, may include AGA, Fired Earth, Rangemaster and AGA Marvel branded products. In addition, this is how our senior management are now incentivised to achieve Group targets.

The two operating segments are considered to meet the aggregation criteria of IFRS 8 in full and so the directors consider that there is only one aggregated reportable segment. All disclosures required under IFRS 8 and IAS 34 have therefore already been given in these interim condensed consolidated financial statements. The aggregation criteria has been met as the segments have similar economic characteristics, products and services, production processes, types and classes of customer and methods of distribution. The directors consider the aggregated reportable segment to be the manufacture and sale of range cookers, kitchen and related home fashions products, from which the Group derives most of its revenue. All Group companies are subject to similar economic forces and comparable regulatory environments.

6. TAXATION

Corporation tax for the interim period to 30(th) June 2013 has been charged at the estimated rates chargeable for the full year in the respective jurisdictions as follows:

 
                              Half year         Half year      Year to 
                                to June           to June     December 
                                   2013              2012         2012 
                                           Restated (note     Restated 
                                                      11)    (note 11) 
 
                                   GBPm              GBPm         GBPm 
 Current tax 
 UK corporation tax                 0.1                 -          1.9 
 Overseas tax                     (0.1)                 -          0.4 
 
                                      -                 -          2.3 
 
 Deferred tax 
 UK deferred tax                      -             (0.1)        (0.8) 
 Overseas deferred tax                -             (0.2)        (1.3) 
 
                                      -             (0.3)        (2.1) 
 
 Total income tax (credit) 
  / expense                           -             (0.3)          0.2 
 
 
 Total UK tax                       0.1             (0.1)          1.1 
 Total overseas tax               (0.1)             (0.2)        (0.9) 
 
 Total income tax (credit) 
  / expense                           -             (0.3)          0.2 
 
 

Factors affecting the future tax charge:

A reduction in the UK corporation tax rate from 26% to 24% was substantively enacted in March 2012 and was effective from 1(st) April 2012. A further reduction from 24% to 23% was substantively enacted in July 2012 and was effective from 1(st) April 2013. Accordingly a rate of 23% has been applied in the measurement of the Group's deferred tax assets and liabilities as at 30(th) June 2013. Further reductions, to 21% from 1(st) April 2014 and to 20% from 1(st) April 2015, were substantively enacted in July 2013 and these reductions should reduce the deferred tax asset at the end of the year by GBP0.6 million.

7. DISCONTINUED OPERATIONS

In the period to 30(th) June 2013 costs paid during the first half of 2013, amounting to GBP0.6 million were fully provided at 31(st) December 2012 and primarily related to the settlement of the remaining minority litigation and claims in relation to divested businesses. In the period to 30(th) June 2012, payments of GBP1.4 million were made.

8.EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share is based on the following data:

 
                                           Half year    Half year      Year to 
                                             to June      to June     December 
                                                2013         2012         2012 
                                                         Restated     Restated 
                                                        (note 11)    (note 11) 
 
                                                GBPm         GBPm         GBPm 
 (Loss) / earnings for the purpose of 
  the basic and diluted EPS 
 (Loss) / profit after tax                     (2.4)        (1.1)          1.5 
 Non-controlling interests                         -          0.1          0.1 
 
 (Loss) / profit attributable to equity 
  holders of the parent                        (2.4)        (1.0)          1.6 
 
 
 Weighted average number of shares in 
  issue                                      million      million      million 
 For basic EPS calculation                      69.3         69.3         69.3 
 Dilutive effect of share options                  -            -            - 
 
 For diluted EPS calculation                    69.3         69.3         69.3 
 
 
 (Loss) / earnings per share attributable to 
  equity holders of the parent 
                                                   p            p            p 
 
 Basic                                         (3.5)        (1.4)          2.3 
 Diluted                                       (3.5)        (1.4)          2.3 
 
 

9. DIVIDENDS

 
                                         Half year   Half year     Year to 
                                           to June     to June    December 
                                              2013        2012        2012 
 
                                              GBPm        GBPm        GBPm 
 Final dividend of nil for the 
  year ended 31(st) December 2012 
  (2011: 1.1 pence)                              -         0.8         0.8 
 
 Amounts recognised as distributions 
  to equity holders of the parent 
  in the period                                  -         0.8         0.8 
-------------------------------------  -----------  ----------  ---------- 
 

The board has decided not to pay an interim dividend (half year to 30(th) June 2012: nil).

10. PROPERTY, PLANT & EQUIPMENT

During the six months to 30(th) June 2013 the Group purchased GBP1.7 million of property, plant and equipment (period to 30(th) June 2012: GBP0.8 million). Depreciation in the period was GBP2.3 million (period to 30(th) June 2012: GBP2.8 million).

11. RETIREMENT BENEFITS

The composition of the pension deficit in the consolidated balance sheet and the net pension charge in the consolidated income statement is as follows:

 
                                     Half year     Half year       Year to 
                                       to June       to June      December 
                                          2013          2012          2012 
                                                    Restated      Restated 
 
                                          GBPm          GBPm          GBPm 
 Assets and liabilities of the aggregated 
  schemes 
 Assets                                  813.3         773.4         809.1 
 Liabilities                           (828.9)       (845.9)       (847.8) 
 
 Net deficit in the schemes             (15.6)        (72.5)        (38.7) 
 
 
 Amounts recognised in the consolidated income 
  statement 
 Current service cost                      1.2           1.3           2.4 
 Net interest on defined benefit 
  obligation                               0.6           0.2           0.5 
 
 Net pension charge                        1.8           1.5           2.9 
 
 
 

Restatement

IAS 19R has been applied retrospectively from 1(st) January 2012. As a result, expected returns on pension schemes' assets are no longer recognised in profit or loss. Instead, net interest on the net defined benefit obligation is recognised in profit or loss, calculated using the discount rate used to measure the pension liability. Given the profile of the scheme the present value of projected future general administration expenses that are a direct consequence of past service, paid by the scheme and the Company, has now been included as part of the retirement benefit obligation rather than being included in the current service cost and the costs of managing the plan assets are deducted in determining the return on plan assets which is recognised in other comprehensive income.

The impact on the 2012 interim and full year consolidated income statement, consolidated statement of comprehensive income, consolidated balance sheet and EPS is as follows. There was no overall impact to the cash used in operating activities in the cashflow statement.

 
                                                               Half year      Year to 
                                                                 to June     December 
                                                                    2012         2012 
 
                                                                    GBPm         GBPm 
 Impact on the consolidated income statement: 
 Decrease in current service cost                                    0.6          1.1 
 Increase in net interest on net defined 
  benefit obligation                                               (3.6)        (7.8) 
 
 Increase in net pension charge                                    (3.0)        (6.7) 
 Decrease in the tax expense                                         0.7          1.4 
----------------------------------------------------------  ------------  ----------- 
 Impact on the consolidated income statement                       (2.3)        (5.3) 
 
 
   Impact on the consolidated statement of comprehensive 
   income: 
 Decrease in the profit for the period                             (2.3)        (5.3) 
 Decrease in the actuarial losses on 
  defined benefit pension schemes                                    3.0          6.9 
 Decrease in the tax on net defined benefit 
  pension schemes                                                  (0.7)        (1.7) 
 
 Impact on the consolidated statement of comprehensive 
  income                                                               -        (0.1) 
----------------------------------------------------------------  ------  ----------- 
 
 
 
                                                  Half year     Year to 
                                                    to June    December 
                                                       2012        2012 
 
                                                       GBPm        GBPm 
 Impact on the consolidated balance sheet: 
 Increase in the retirement benefit obligation       (27.9)      (27.7) 
 Increase in the deferred tax asset                     6.7         6.4 
 
 Net impact on equity holders of the 
  parent                                             (21.2)      (21.3) 
-----------------------------------------------  ----------  ---------- 
 
 
 Decrease in earnings per share attributable 
  to equity holders of the parent                   p       p 
 Basic                                          (3.3)   (7.7) 
 Diluted                                        (3.3)   (7.7) 
---------------------------------------------  ------  ------ 
 

The net impact on the consolidated balance sheet at 1(st) January 2012 is a reduction to the equity attributable to equity holders of the parent of GBP21.2 million, being an increase of GBP27.9 million to the retirement benefit obligation relating to the present value of projected future general administration expenses and a GBP6.7 million increase in the related deferred tax asset.

12. CASH AND BORROWINGS

Cash

Cash and cash equivalents at 30(th) June 2013 was GBP10.1 million (30(th) June 2012: GBP29.7 million and 31(st) December 2012: GBP21.0 million). The main movements in the cash balance compared to 30(th) June 2012 were a consequence of GBP12.0 million of deficit recovery payments to the pension scheme and GBP4.6 million of settlement payments in relation to divested businesses.

Borrowings

 
                                     30(th) June   30(th) June   31(st) December 
                                            2013          2012              2012 
 
                                            GBPm          GBPm              GBPm 
 Borrowings 
 Current borrowings under finance 
  leases                                       -             -               0.1 
 Current (unsecured) borrowings              1.0           2.8               1.2 
 Non-current borrowings                     15.1          15.0              14.2 
 
 Total borrowings                           16.1          17.8              15.5 
 
 

The Group's bank borrowings are primarily loan advances denominated in a number of currencies and have floating interest rates based on LIBOR or foreign equivalents.

At 30(th) June 2013 the non-current borrowings are split GBP0.3 million secured (30(th) June 2012: GBP0.3 million) and GBP14.8 million unsecured (30(th) June 2012: GBP14.7 million).

13. PROVISIONS

Provisions mainly relate to the remaining costs in respect of the disposal of Pipe Systems in 2001 and Foodservice in 2007, including possible warranty and indemnity claims, other claims and other costs from third parties in relation to these divested businesses. Although the majority of these provisions may be realised in the next accounting period, the exact timing is unclear. During 2012 the Group received a judgement from a German appeal court relating to the valuation of a minority shareholding in a business which the Group acquired in 1998 and sold in 2001 as part of the Pipe Systems disposal and various settlement payments were made during 2012. The provision held reflects the remaining settlements and claims in relation to divested businesses.

14. SHARE CAPITAL AND OPTIONS

The number of 46 7/8 pence ordinary shares in issue amounted to 69.3 million on 30(th) June 2013 (30(th) June 2012 and 31(st) December 2012: 69.3 million). This represents GBP32.5 million of share capital.

No share options were issued under the 2012 Company Share Option Plan ('CSOP') during the period.

Details of the share option schemes were given on page 36 of the Annual Report and Accounts as at 31(st) December 2012.

15. FINANCIAL INSTRUMENTS

Hedge of net investment in foreign operations

Included in borrowings at 30(th) June 2013 were loans of EUR 7.5 million and USD 13.7 million, which have been designated as hedges of net investments in operations based in Europe and the United States. The loans are held as a hedge against the Group's exposure to foreign exchange risk on these investments.

During the six month period ended 30(th) June 2013, the loss of GBP0.3 million on the retranslation of the EUR loan and the loss of GBP0.6 million on the retranslation of the USD loan have been transferred to equity to offset gains and losses on translation of the net investments in subsidiaries.

Carrying value

The carrying value of the Group's financial assets, including trade and other receivables and cash, and financial liabilities, including trade and other payables and borrowings, as disclosed in the consolidated balance sheet, are equivalent to their fair value at the balance sheet date.

16. CONTINGENT LIABILITIES AND COMMITMENTS

The Group had no material contingent liabilities arising in the normal course of business at 30(th) June 2013.

The Group has arranged GBP30.0 million of bank guarantees to guarantee the obligations of the Group to the AGA Rangemaster Group Pension Scheme which may arise in the period up to 2021.

The Group had capital commitments of GBP0.9 million at 30(th) June 2013 (31(st) December 2012: GBP0.3 million).

17. RELATED PARTY TRANSACTIONS

The Group currently recharges the Group pension scheme with part of the cost of administration. The total amount recharged in the period was GBP0.1 million (half year 2012: GBP0.1 million). The amount outstanding at 30(th) June 2013 was GBP0.1 million (30(th) June 2012: GBPnil).

18. SEASONALITY OF OPERATIONS

The normal seasonal nature of our range cooker, kitchen and home fashions products business is to see higher revenues and operating profits in the second half of the year than in the first six months.

AGA RANGEMASTER GROUP PLC

CAUTIONARY STATEMENT

These interim condensed consolidated financial statements contain certain forward-looking statements. These are made by the directors in good faith based on the information available to them up to the time of their approval of this report but such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information. The directors undertake no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

The Interim Management Report ('IMR') has been prepared solely to provide additional information to shareholders to enable them to assess the Group's strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose.

The IMR has been prepared for the Group as a whole and therefore gives greater emphasis to those matters which are significant to AGA Rangemaster Group plc and its subsidiary undertakings when viewed as a whole.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors confirm that these interim condensed consolidated financial statements have been prepared in accordance with IAS 34 as adopted by the European Union and that the IMR includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely:

- an indication of important events that have occurred during the first six months and their impact on the interim condensed consolidated financial statements and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

- material related party transactions in the first six months and any material changes in the related party transactions described in the last Annual Report and Account.

The directors of AGA Rangemaster Group plc are listed in the Annual Report and Accounts for 31(st) December 2012, a copy of which is available at www.agarangemaster.com. On 1(st) July 2013 Rebecca Worthington was appointed as a non-executive director.

By order of the board:

   W B McGrath                                                   S M Smith 
   Chief Executive                                               Finance Director 

AGA RANGEMASTER GROUP PLC

INDEPENDENT REVIEW REPORT TO AGA RANGEMASTER GROUP PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30(th) June 2013 which comprises the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Consolidated Cash Flow Statement, Consolidated Statement of Changes in Equity and the related notes 1 to 18. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30(th) June 2013 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Ernst & Young LLP

Birmingham

21(st) August 2013

AGA RANGEMASTER GROUP PLC

MAIN ADDRESSES AND ADVISERS

Head office and registered office

AGA Rangemaster Group plc

Juno Drive

Leamington Spa

Warwickshire

CV31 3RG

Telephone: +44 (0)1926 455 755

Fax: +44 (0)1926 455 749

e-mail: info@agarangemaster.com

Website: www.agarangemaster.com

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Registrars

Equiniti Limited

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Lancing

West Sussex

BN99 6DA

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Auditors

Ernst & Young LLP

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END

IR DMGZRDGRGFZM

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