AGA RANGEMASTER Annual Financial Report
March 21 2014 - 6:00AM
UK Regulatory
TIDMAGA
21st March 2014
AGA RANGEMASTER GROUP PLC
2013 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 2013
(`2013 Annual Report & Accounts');
* Notice of Annual General Meeting (`AGM Notice');
* Form of Proxy.
The Company's 2014 Annual General Meeting will be held at Mallory Court Hotel,
Harbury Lane, Leamington Spa, Warwickshire CV33 9QB on Thursday 1st May 2014 at
11.00a.m.
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 2013 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. 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 Full Year Results announcement of 7th March 2014 contained a
management report as well as the audited financial statements which were
prepared in accordance with the applicable accounting standards. The 2013
Annual Report & Accounts contains information regarding the Company's key risks
and uncertainties, related party transactions and a responsibility statement
relating to the content of the 2013 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 2013 Annual Report & Accounts. Page
numbers and cross-references in the following appendices refer to page numbers
and cross-references in the 2013 Annual Report & Accounts.
APPENDICES
Appendix A: Key Risks and Uncertainties
The key risks and uncertainties are set out on pages 20 and 21 of the 2013
Annual Report & Accounts. The unedited full text relating to these disclosures
is set out below:
Key risks and uncertainties
The Group has a robust system of risk management designed to identify,
evaluate, mitigate and manage the risks faced by the Group, including business
and wider social, environmental and ethical issues. The Group's internal
control and risk management policies and procedures are set out on page 36.
The board regularly review the risks faced by the Group and consider the
following to 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. As the Group seeks to
exploit new opportunities the profile of these risks might change and new
risks, or risks that are currently deemed immaterial, may also impact on
delivery of the Group's performance.
RISK MITIGATION
COMPETITION/MARKET EROSION
The Group operates in a number of * We have differentiated, high
competitive markets. Our competitors quality products and actively invest
could introduce upgraded products in new product development and
and increase their marketing design to maintain our position.
expenditure, both of which might
impact our market share - such as * New products are extensively
from entrants selling exclusively researched and market tested.
online. Competition might also
generate downward pressure on * Constant monitoring of our market
pricing. A reduction in demand for position and competitor strategies.
our products or a significant
reduction in price could impact the * Value engineering programmes
Group's ability to deliver its assist with the maintenance and
strategy and business plans. enhancement of margin and pricing
strategies.
FINANCIAL COVENANTS AND FUNDING
The Group has bank facilities in * Our bank facilities are sufficient
place to support its operations and for our needs and do not mature
to provide guarantees to cover until the end of 2015.
future contributions to the pension
scheme. * The Group keeps its bankers
regularly informed of its progress
A breach of banking covenants could against its strategy, business plans
result in additional financial and financial covenants.
operating restrictions being placed
on the business and could have wider * The Group focuses closely on cash
impact including that with the management.
trustee of the pension schemes.
FINANCIAL INSTRUMENTS
The Group is exposed to foreign * The Group's treasury policy sets
exchange and interest rate risks as the framework for hedging foreign
it sells its products and sources exchange and interest rate risks.
components worldwide. Significant
movements could impact on future * The Group offsets currency flows
profitability and cash flow (for internally where possible and puts
further details see note 19 to the in place foreign exchange contracts,
accounts). where appropriate.
GENERAL ECONOMIC CONDITIONS
The Group's operations are sensitive * The Group reviews financial
to global economic conditions forecasts and monitors economic
particularly the consumer and conditions (in particular housing
housing markets. Our exposure is market trends in the UK and the US)
most notable in the UK. Whilst there to assess the impact on its budget
are signs of economic recovery, a and strategic plans.
significant future downturn in the
UK might impact production levels * The Group seeks to increase
and profitability. international sales and to reduce
individual market dependency.
Improved global economic conditions Internal processes are in place to
would bring benefits given the monitor continually progress and the
operational gearing of the Group, availability of raw materials and
but might also result in an increase components.
in raw material prices or restrict
the availability and quality of
components.
HEALTH, SAFETY AND ENVIRONMENTAL
A health and safety incident could * We are committed to achieving the
result in serious injury to the highest standards. We conduct
Group's employees, visitors to our regular audits to ensure compliance
premises or customers. Further, an with relevant laws and regulations.
environmental incident could impact
on the community in which we * Accreditation to ISO 9001:2008,
operate. The environmental ISO 14001:2004 and BS OHSAS 18001:
performance and reputation of our 2007 ensures a framework is in place
products may affect customer demand. with clear policies, procedures and
audits. In 2013, we have established
a health and safety executive
committee of the board with a focus
on these aspects of the business.
* Our product development and value
engineering programmes help ensure
product performance is continuously
improved, taking advantage of new
and emerging technologies.
INTELLECTUAL PROPERTY
The Group owns several well known * Register trademarks, patents and
brands and other intellectual designs in existing and new markets
property. Failure to protect our and take legal action as
rights in our existing and new appropriate.
markets could lead to a reduction in
their value. * Actively monitor the market to
identify and address breaches of our
rights.
LEGAL, REGULATORY AND LITIGATION
The Group's operations are subject * We are committed to the highest
to many different areas of standards and conduct regular audits
regulation. Greater government covering business processes and
intervention and increased product behaviours to ensure compliance with
regulation can impact our business relevant laws and regulations.
operations but also presents new
opportunities. Further, we may take * We enter into dialogue with
legal action against third parties regulators regarding any proposed
to enforce our rights or face changes to product regulation with a
litigation from third parties. This view to being compliant, which can
may result in reputational damage result in competitive advantages.
and financial cost. The Group also
has a long and complex history which
might give rise to legacy issues.
OVER RELIANCE ON ANY INDIVIDUAL
CUSTOMER OR SUPPLIER
* The Group sells its products
The Group's profitability could be through a wide range of channels and
impacted if any single customer markets which helps to minimise
became business critical. Further, single customer dependence.
the failure of a business critical
supplier might also impact our * We closely monitor our supply
ability to deliver products on a chain and employ a range of
timely basis. strategies to reduce reliance on
individual suppliers and minimise
Approaches to distribution are the impact of potential supplier
changing, emanating from increased failures.
consumer use of the internet, which
could alter dealer and distributor
structures within the industry.
PENSION SCHEME FUNDING
The Group is the sponsor of a large * The Group works closely with the
and mature defined benefit pension trustee of the pension scheme and
scheme and can be called on to meet has in place a long-term funding and
funding deficits. A formal actuarial investment strategy agreement to
valuation of the scheme is manage closely assets and
undertaken at least every three liabilities in relation to each
years, and any such valuation may other.
reveal an increased deficit that may
require the Group to provide * Following the triennial actuarial
additional cash contributions or valuation undertaken as at 31st
guarantees. Actuarial valuations are December 2011 a new deficit recovery
heavily driven by prevailing gilt plan was agreed and in 2012 a GBP16.0
yields which can be subject to million contribution from cash held
market distortions or affected by on
government action. This can lead to
wide fluctuations in the appraised deposit was made. Further deficit
liabilities which could, as a contributions will not be made by
consequence, severely constrain the the Group until 2015.
finances of the Group.
* The defined benefit scheme is
Deficit recovery plans need to be closed to new entrants and
agreed with the trustee of the pensionable salaries were frozen in
scheme who has to take the views and 2009/10. The level of current
powers of The Pensions Regulator pension provision in the Group is
into account. kept under review.
* Cash flows within the defined
benefit scheme are closely monitored
to link the requirements to pay
pensions with cash generated from
the assets held.
* The Group also monitors market
conditions and discusses with the
trustee further steps to reduce the
level of contingent dependency of
the scheme on the Group.
* In 2014 the Group became subject
to the UK pension auto-enrolment
requirements and a new pensions
vehicle has been put in place for
this purpose.
PEOPLE
As the Group seeks to exploit new * The Group annually reviews its
opportunities both in the UK and succession and development plans for
overseas it will need to both key personnel and the board is kept
recruit new personnel and develop updated.
existing people to meet new
challenges. Competition for quality *The Group HR director oversees
personnel remains high and a failure personnel strategy.
to attract and retain the right
people might in time erode our * Remuneration packages including
competitive advantage. fixed, variable and long-term
elements and compensation
A failure to plan adequately for arrangements are regularly
succession or to develop new talent benchmarked to ensure the Group's
could also damage the future remuneration policy remains in line
prospects of the Group. with market practice.
Appendix B: Related Party Transactions
The related party transactions are set out in note 28 to the Group accounts on
page 82 of the 2013 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 2013
was GBP0.1m (2012: GBP0.1m) and this was included in the amount outstanding at the
year end of GBP0.1m (2012: GBPnil).
Key management's compensation
The compensation of the key management team, including executive and
non-executive directors, at the balance sheet date is set out below:
2013 2012
GBPm GBPm
Salaries and short-term benefits 1.6 1.7
Post employment benefits 0.1 0.1
Share based payments 0.1 0.1
_______________________________________________________
Total emoluments to key management 1.8 1.9
_______________________________________________________
Appendix C: Responsibility Statement
The 2013 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 30 of the 2013 Annual Report & Accounts for the
Group. This statement is set out in unedited full text below. This states that
on 7th March 2014, the date of approval of the 2013 Annual Report & Accounts,
the directors confirm that to the best of their knowledge:
* the financial statements, prepared in accordance with IFRS, 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 strategic 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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