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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Daniel Thwaites PLC | AQSE:THW | Aquis Stock Exchange | Ordinary Share | GB0008910779 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 73.50 | 62.00 | 77.00 | 73.50 | 69.50 | 73.50 | 26,500 | 15:29:31 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMTHW Chairman's Statement I am pleased to be able to report an excellent set of results in a year that has seen the company simplified and transformed. Turnover for the year was GBP84.6m, which whilst decreasing on last year, represents an increase of 4.0% in our continuing operations. Operating profit has increased by GBP1.9m or 19.8% on last year, however once last year's restructuring costs and property impairment are excluded, underlying operating profits of GBP11.5m compare against GBP12.0m in 2015, which included a full year contribution from our Beer Co. I am delighted to report that this year's results have been achieved by replacing much of those profits lost from the sale of our Beer Co, which in 2015 amounted to GBP2.2m. This has been achieved by strong growth in our continuing pubs, inns and hotel businesses, which delivered operating profits of GBP11.4m (2015: GBP9.8m, pre impairment), representing growth of 16%. Earnings per share reduced by 20% to 7.7p (2015: 9.6p) as the previous year included the profit on the sale of the Beer Co. During the year we have continued our strategy of investing in our core pub estate, inns and hotels, whilst continuing to sell poorer quality properties. As a result of that and the receipt of the proceeds from the sale of our Beer Co of GBP29.0m, net debt decreased in the year from GBP60.5m at 31 March 2015 to GBP34.1m at 31 March 2016. Strategy The strategy of the company is to own and operate freehold properties to offer superb hospitality in outstanding properties in great locations. The sale of the Beer Co in the past year and subsequent restructuring has slimmed down the company to a core of high quality businesses that meet this objective, whilst providing funds to develop and acquire new properties to provide growth for the future. Thwaites Pubs - We own and support an estate of high quality tenanted pubs, run by dedicated and talented individuals, who are attracted by the support package and investment that we offer them to enable them to realise their pub's potential. The investments that we have made in the estate over the past few years have created sustainable, long term businesses with multiple income streams and strong food offerings. We have continued to invest in letting bedrooms for our pubs where possible to create an additional income stream to their restaurant and drinks business. Thwaites Inns of Character - We have a small but growing number of high quality inns and are actively growing this part of the company. Our inns are a natural place to showcase our own beers, offer fantastic local food and comfortable rooms. We remain committed to acquiring and developing these larger managed properties which ideally will have bedrooms as well as offering excellent and exciting food and drink. Shire Hotels and Spas - Our collection of provincial hotels are individual in nature, but united by their welcome and service. We will continue to invest in the hotels to maintain them in good order, provide high levels of service to our guests and provide a warm welcome. We are looking to add to the number of hotels that we own through acquisition or new build. Thwaites Brewery - great beer is an important part of our heritage and customer offer. We are committed to continuing to brew fabulous beers and distribute them exclusively in our own properties. We will develop a new brewery on our new site and brew interesting craft beers as well giving our customers the traditional ales that Thwaites is famous for. New Office and Brewery We have completed a review of the options for relocating and particularly in relation to the site that we purchased at Mellor Brook. We have now started the detailed work to move this project forward. Architects and a local builder have been appointed and we expect to submit plans to Ribble Valley Planning Department for new offices, a brewery and stables by the summer of 2016. Thereafter, all being well, we will start to build towards the end of the year, with the objective of moving into the site early in 2018. Our existing offices and brewery continue to be housed on our site in the middle of Blackburn and will be until we move to the new site. During the year we have received a demolition license for the site, however we will wait until we have vacated the site until proceeding with that, or any subsequent redevelopment or sale. Acquisitions, developments and disposals As I reported at the half year, we have put significant focus and attention into looking for opportunities to invest in freehold properties that complement our tenanted pubs, inns and hotels businesses. I am pleased to report that we have acquired five properties in the year. Three of these I reported on at the half year; The Crown at Pooley Bridge, The Royal at Heysham and The Boot and Shoe, Lancaster. In addition I am pleased to report that in the second half of the year we acquired the Beverley Arms in the East Riding of Yorkshire and a large derelict building close to The Lister Arms, Malham, each of which has been acquired to add to our Inns of Character. These properties form the core of a significant investment programme in the current year and will be relaunched under our own management. In January 2016 we received planning permission for a new 54 bedroom lodge adjoining the Parsons Collar pub in Fareham, adjacent to the Solent Hotel & Spa. This forms another key part of our investment plans for 2016/17. We continue to look for new properties to acquire and have the resources to be able to make acquisitions in all areas of the business. Over the same period we have sold 20 pubs from the bottom end of our estate at a small loss. Dividend An interim dividend of 1.10p (2015: 1.10p) was paid in January 2016 and the Board recommends a final dividend of 3.36p (2015: 3.36p). The Board will keep the level of dividend under review, and assess the level of future dividends in light of company performance. Board Peter Boddy, who has been a non-executive director since October 2007, decided to step down from the Board at the half year. Following the year end Arabella Yerburgh, a non-executive director since September 2010 stood down from the Board, and was replaced by Oscar Yerburgh who will represent the wider interests of the Yerburgh family as a non-executive director. I would like to thank Arabella and Peter most sincerely for the contributions they have made to the Board over a number of years. We expect to appoint a new independent non-executive director over the coming months. People The business ends the year in fine shape, with an excellent team in place to take it into the next phase of its development. The current year presents challenges from the adoption of national living wage legislation. However, we have used this as a catalyst to address pay rates across the business, and have universally moved away from the minimum wage. We believe that this will help us to attract, recruit and retain engaged and motivated employees. This is a progressive step, which we believe will pay dividends in the long term. I would like to thank all our staff, customers, suppliers and shareholders for their support as we have gone through the changes of the past few years and wish everyone well for the coming year. Outlook The financial year has begun with some headwinds, with difficult trading over the important Easter period. Easter fell early this year, and was accompanied by poor weather, which then persisted for several weeks. Fortunately the regional hotel market continues to grow steadily and our pubs, inns and hotels are benefiting from sustained investment over the past five years. This will be a year of consolidation and investment, some of which I have referred to above. This will be important in laying the foundations for profitable growth in the following year. We expect to start work on the new Lodge at the Solent in July, and on our investments in the Inns after the summer. We have the strongest pipeline of investment opportunities that we have had for a number of years and our recent investment experience gives us confidence in these. We are working hard to uncover additional new opportunities to acquire new properties and are excited about some of the prospects that we are currently assessing. After a number of years of disruptive change, the company is in a strong financial position to enter a period of consolidation, investment and growth. As a result I am optimistic about its future and confident that we are in a position to make the most of any opportunities that arise. Mrs Ann Yerburgh - Chairman 7 June 2016 Operating Review Overview The trading performance for the year across all areas of the business has been good. The signs of increased consumer confidence that we reported last year have persisted and we have increased levels of sales in every area. In June we restructured our head office functions to reflect the simplified nature of the company following the sale or our Beer Co, which meant a number of redundancies. However we now have in place an appropriate head office function to support our plans for the future. Following the office restructuring we began work to improve the engagement and performance of our employees. As a result we undertook a detailed review of our communications, reward and remuneration which led to us moving away from being a minimum wage employer, improvements to employee benefits, the harmonisation of terms and conditions across the company and a new internal communications framework. We have also reviewed how the simplification of the business is reflected through our branding and customer messaging and have arrived at a new brand hierarchy and website which will be launched towards the end of 2016. Our strategy remains focused on the existing four key parts of the business and we have plans to continue to invest in them to underpin our future growth. Thwaites Pubs
We own a freehold estate of approximately 275 pubs, operated almost exclusively on a traditional tenancy basis. Our pub estate encompasses community locals to destination food led pubs in both rural and town centre locations, ranging geographically from Cumbria to the Midlands, and from North Wales to Yorkshire. Our strategy has been consistent in recent years, focusing on the quality pubs within the estate, investing in them alongside proven operators to expand and improve the premises with a focus on establishing good quality food offerings and where possible the development and refurbishment of bedrooms. Our investments over the past few years have seen a transformation in the scale and penetration of food sales within the estate, and have created sustainable, growth businesses with diversified income streams. Despite trading fewer pubs over the course of the year than last year Thwaites Pubs turnover increased by 3% and operating profit increased by 5%. Our trading pattern has been one of steady progress through the year, with sales building to a good finish in the final quarter, with a particularly strong performance in March. One of the key metrics that we use to monitor the performance of the pubs is average EBITDA per unit, it was pleasing to see that on a like for like basis this increased during the year by 12%. During the year we completed a further 23 development projects at a cost of GBP1.7m, making returns well ahead of our hurdle rate of 20%. Major projects in the year have been completed at The Hare and Hounds, Todmorden, The Jacobs Well, Honley and The Crofters, Barrow in Furness. The sustained investments made over recent years have ensured that the fabric of our pub estate is in good order and the emphasis of our investments have positioned the pubs towards a mixed food and drinks offering that place them in better stead for the future. As referenced last year, we have seen acceleration in the change in drinks mix in our pubs driven by the market, our customers and our investments, with significant growth in wines, spirits and soft drinks. This has continued this year and growth of our wines, spirits and soft drinks sales has been 13%, against 7% last year. In contrast our beer volumes have declined marginally, a consistent trend over the past few years. We have continued to focus on adding good quality letting bedrooms to a number of our pubs, the most recent being 11 new bedrooms at The Crofters in Barrow in Furness. We believe that this strategy is a positive one, which provides a further income stream for our publicans, and creates more sustainable long term businesses. One of the key planks to the success of our tenanted pub business over the past few years has been our ability to attract determined and talented entrepreneurs to run our pubs. There are a number of critical factors that contribute to this success, the key ones being the values of our organisation, the quality of our properties, their locations and the support that we provide to our customers to make their businesses a success, both by way of investment and business advice. We have been extremely successful in managing our tenanted pub estate to minimise churn and customer turnover. Our core measure of success in how good we are at recruiting and retaining great operators into our pubs is how many pubs need new operators at any point in time. I am pleased to be able to say that by the end of March 2016 we had reduced the number of pubs requiring new operators to 9 properties, which equates to 3% of the pub estate. We have continued to address the bottom end of our pub estate during the year, selling 20 poorer quality pubs at a net loss of GBP0.2m after disposal costs. In addition during the year we acquired three pubs: The Royal, Heysham, The Boot and Shoe, Lancaster and The Crown, Pooley Bridge - all of these properties are welcome additions to the estate and have traded in line with our expectations. They will see significant investments in the coming year. We continue to look to acquire further good quality tenanted pubs with balanced income streams. The combined effect of continued investment in our core properties, disposing of pubs in the tail of our estate and acquiring good quality tenanted pubs will underpin our high quality, sustainable pub business. Thwaites Beer Co We announced on 31 March 2015 that we had agreed terms to sell the major part of Thwaites Beer Co to Marston's PLC. Due to the legal requirements to consult with those people whose jobs were affected by this decision, we continued to operate the business until 17 April 2015, when this consultation process was completed. During this period we generated a turnover of GBP3.2m and an operating profit of GBP0.1m, which is presented in this year's accounts as a discontinued operation. We continue to operate our small craft brewery in Blackburn. This Craft brewery was installed in 2011 and allows us to produce a range of seasonal and craft beers exclusively for sale in our own pubs, inns and hotels. We believe that this gives us a point of difference over other pub owning companies. We will continue to develop our brewery, beers and brands as we plan for the move to our new site at Mellor Brook. Thwaites Inns of Character We currently own and manage eight 'Inns of Character' and continue to seek high quality properties in outstanding locations to develop our Inns portfolio. These Inns have a busy bar at the hub, a quality food offering and comfortable accommodation - they focus on providing outstanding hospitality and offer an attractive and more personal alternative to the mid-market branded chains in busy locations. The significant investment programme we carried out during 2014 and the early part of 2015 has had a very positive impact on the performance of the inns this year, as we have seen sales increase by 11% compared to 2015, and operating profits increase by 122%. We have carried out further investment programmes during this last year. In November 2015 we closed Penny Street Bridge, Lancaster for a full refurbishment of the ground floor trading areas. It reopened in time for Christmas, renamed as The Toll House Inn, in reference to its historic origins. Since reopening we have seen significant improvements in its sales, which have exceeded our expectations. We also carried out a full refurbishment to the bedrooms at The Lion, Settle, which has had a positive impact on both room occupancy levels and average room rates. We purchased three properties for our inns portfolio during the year. The first, a derelict property close to The Lister Arms, Malham, which we will convert into 'The Lister Barn' providing an additional eight letting bedrooms, a communal area for families and large groups, and some additional staff accommodation. The scheme is currently with planners and we expect work to commence in the summer and be completed before the end of the year. In February 2016, we acquired the Beverley Arms, Beverley. This property is currently closed prior to complete renovation. This will be the largest project we have done so far in the inns, and due to the scale of the works involved, we estimate that it will open in the summer of 2017. Lastly, we acquired the Crown Inn, Pooley Bridge, which is currently sitting in our tenanted pub estate. It is our intention to develop this pub during 2016, with the addition of a large dining room and 18 letting bedrooms. We have a well developed pipeline of projects, and expect further acquisitions and new developments in the coming year. Shire Hotels & Spas We own and operate six full service four star regional hotels, which are geographically spread across the north and south of England. The provincial hotel market has experienced a steady growth over recent years with increasing consumer confidence and an improving economic climate. Sales in our hotels increased by 4% year on year with strong occupancy rates, and increasing average room rates. Whilst sales moved forward year on year, operating profit was more challenging due to an increase in the proportion of rooms sold through online travel agents, where we pay significant commissions. This is an issue faced by the industry as consumer habits change and more and more activity moves on line, we are looking at ways to manage this increasing cost and encourage our customers to book directly with us. We invested GBP3.5m extending the Cottons Hotel & Spa, Knutsford adding 30 bedrooms, bringing the total rooms at this hotel up to 138. The work was completed in December 2015, and so far occupancy levels and room rates for the new rooms have been in line with our expectations. During the year we carried out a design review for each of our hotels, putting together design templates that will enable us to develop the individual character of each hotel in its local area. This will provide a framework to invest in each of the hotels over the next few years with a design vision to create interesting, characterful contemporary hotels, the best in their local area. Whilst this design review was taking place we refurbished fewer bedrooms that we had originally envisaged, although we completed 65 rooms in the year. We have plans in place to accelerate our refurbishment programme in the coming year. We own and operate Lodge on the Park, which has 36 bedrooms and sits adjacent to the Aztec Hotel & Spa, Bristol. The lodge was built in 2007 and has been very successful in allowing us to provide a wider offering to the residents of the local business park. We have received planning permission to build a similar 54 bedroom lodge adjoining the Parson's Collar pub, adjacent to the Solent Hotel & Spa, Fareham. We expect to start the build in the summer of 2016 and to be open by Easter 2017. Summary and outlook After several years of restructuring and change, we now have a simplified core business which is in good shape, and we are in a strong financial position from
which to develop further. We have a pipeline of investment projects for the coming year which will help to move profits forward in the following year. We also have the resources in place to identify further opportunities to acquire outstanding properties to grow the business for the future. Financial Review ACCOUNTING STANDARDS A new financial reporting framework became effective in the UK from 1 January 2015. The accounts for the year ended 31 March 2016 are the first accounts that we have prepared under this new accounting standard, FRS 102. Comparative numbers for the year ended 31 March 2015 have been restated under the new standard. The main changes resulting from the new accounting standard are as follows: * The administrative expenses incurred by the two defined benefit pension schemes, previously borne directly within the schemes, are now charged to operating profit. * The calculation of the notional finance charge on the pension liability is now based on an interest charge on the deficit of the schemes. Under UK GAAP there was an interest benefit based on the return on assets less an interest charge on the liabilities. * In the balance sheet the pension deficit was previously shown net of deferred tax, under FRS 102 the deficit is shown gross and deferred tax is shown separately. The effect of this is to create a deferred tax asset which is shown under debtors. * Under UK GAAP interest rate swaps were provided against to the extent that they were not matched against bank debt. FRS 102 requires interest rate swaps to be recognised as a financial liability at fair value, with the movement in the fair value of the swaps charged or credited to the profit and loss account each year. * A new primary statement setting out the changes in equity has been added, and replaces information that was previously provided in the notes to the accounts. Results Turnover for the year ended 31 March 2016 decreased by GBP53.0m to GBP84.6m due to the disposal of the major part of Thwaites Beer Co to Marston's PLC at the beginning of the year. Turnover from continuing operations increased by 4% from GBP78.2 to GBP81.4m. Operating profit, increased by 20% to GBP11.5m. Whilst operating profit from continuing operations increased by 36% to GBP11.4m. The measurement of the interest rate swaps at fair value resulted in a charge of GBP2.6m (2015: GBP10.3m). Profit before taxation for the year was GBP4.8m (2015: GBP5.0m). Business Review The key issues facing the group are covered in the Chairman's Statement and Strategic Report. The principal non-financial indicators monitored by management are: Beer Co and Pubs Production indices, utility indices, beer quality, health and safety incidents, beer volumes, tenant recruitment and number of letting bedrooms. Hotels and Inns Room occupancy rates, customer reviews, health and safety incidents, spa memberships and wedding and event numbers. Interest rate swaps measured at fair value The group has interest rate swaps for GBP55m, which under FRS 102 were recognised as a financial liability at 1 April 2014. During the year ended 31 March 2016 the movement in the fair value of the interest rate swaps resulted in a charge to the profit and loss account of GBP2.6m (2015: GBP10.3m) Interest payable Net interest payable decreased by GBP0.4m to GBP3.0m, as net debt decreased from GBP60.5m to GBP34.1m. Taxation The tax charge on profit for the year was GBP0.2m, an effective rate of 4% due to the utilisation of allowable losses carried forward from the previous year. Earnings per share The earnings per share fell from 9.6p to 7.7p. Dividends An interim dividend of 1.10p has been paid and the Board recommends a final dividend of 3.36p, which will make a total of 4.46p for 2016 (2015: 4.46p). Cash ?ow and ?nancing The group's net borrowing reduced by GBP26.4m, from GBP60.5m at 31 March 2015 to GBP34.1m at 31 March 2016 due to the proceeds received from the sale of the Beer Co. In February 2016 the group bought back and cancelled 750,000 shares at a cost of GBP0.8m from Chase Nominees Limited. The group made deficit contributions to the defined benefit pension schemes of GBP2.8m (2015: GBP3.4m). Whilst these schemes were closed in August 2009, the group is committed to funding the deficit on the scheme which was GBP33.3m, before tax, at 31 March 2016, an increase of GBP4.5m from GBP28.8m at 31 March 2015. The group has GBP45m of long term debt and cash balances of GBP10.9m at 31 March 2016. The group had bank facilities of GBP30m at 31 March 2015, but these were cancelled following receipt of the funds from the sale of the beer business as the group had sufficient cash balances to meet its short term needs. It is anticipated that new bank facilities will be put in place later in 2016 to meet the requirements of the group's capital investment plans. Property During the year we sold 20 pubs for a total of GBP4.3m generating a loss against book value, after disposal costs, of GBP0.2m. In line with our accounting policy, 20% of our properties were subject to a formal revaluation, and additionally an impairment review was carried out on the rest of our property estate. This resulted in a reduction in the total value of our property portfolio of GBP1.2m of which GBP0.1m was charged to the profit and loss account and GBP1.1m deducted from the revaluation reserve. Treasury policy and ?nancial risk management Treasury policies are subject to Board approval. All borrowings are in sterling fixed interest loans. The group has interest rate swaps for GBP55m where it is committed to paying the difference between LIBOR and fixed interest rates. At 31 March 2016 a financial liability of GBP21.2m has been recognised in respect of these interest rate swap contracts. Kevin Wood Finance Director 7 June 2016 EXTRACT FROM AUDITED FULL FINANCIAL STATEMENTS FOR THE YEARED 31 MARCH 2016 GROUP PROFIT AND LOSS ACCOUNT 2016 2016 2016 2015 2015 2015 GBP'm GBP'm GBP'm GBP'm GBP'm GBP'm Continuing Discontinued Continuing Discontinued operations operations Total operations operations Total Turnover 81.4 3.2 84.6 78.2 59.4 137.6 Cost of sales (59.3) (2.4) (61.7) (56.2) (50.0) (106.2) Gross profit 22.1 0.8 22.9 22.0 9.4 31.4 Distribution costs (4.6) (0.5) (5.1) (6.2) (6.5) (12.7) Administrative expenses (6.0) (0.2) (6.2) (6.0) (0.7) (6.7) Restructuring costs - - - - (1.0) (1.0) Property impairment (0.1) - (0.1) (1.4) - (1.4) Operating profit 11.4 0.1 11.5 8.4 1.2 9.6 Profit on sale of Beer Company - - - - 9.6 9.6 Property disposals (0.2) - (0.2) 0.2 - 0.2 Profit before interest 11.2 0.1 11.3 8.6 10.8 19.4 Net interest payable (3.0) - (3.0) (3.4) - (3.4) Loss on interest rate swaps (2.6) - (2.6) (10.3) - (10.3) measured at fair value Finance charge on pension (0.9) - (0.9) (0.7) - (0.7) liability Profit (loss) on ordinary 4.7 0.1 4.8 (5.8) 10.8 5.0 activities before taxation Taxation on profit (loss) for (0.2) - (0.2) 0.7 - 0.7 the year Profit (loss) on ordinary 4.5 0.1 4.6 (5.1) 10.8 5.7 activities after taxation Dividends : 2016 2015 Ordinary paid per share 1.10p (2015 - 1.10p) 0.7 0.7 Ordinary recommended per 25p share 3.36p (2015 - 2.0 2.0 3.36p) Earnings per ordinary share 7.7p 9.6p The final dividend of 3.36p per ordinary share in respect of the year ended 31 March 2016 will be paid on 19 July 2016 to shareholders on the register at 24 June 2016. DANIEL THWAITES PLC GROUP BALANCE SHEET At 31 March 2016 2016 2015 GBP'm GBP'm __________________________________________________________________________ ________ ________ Fixed Assets Tangible assets 255.8 253.1 Investments 3.4 3.7 __________________________________________________________________________ ________ ________ 259.2 256.8 Current assets Stocks 0.6 3.7 Trade and other debtors 11.7 45.2 Cash at bank and in hand 10.9 3.0 ___________________________________________________________________________ ________ ________ 23.2 51.9
Creditors due within one year Trade and other creditors (13.0) (20.7) Loan capital - (18.5) __________________________________________________________________________ ________ ________ (13.0) (39.2) Net current assets 10.2 12.7 _________________________________________________________________ ________ ________ Total assets less current liabilities 269.4 269.5 Creditors due after one year (66.2) (65.6) _________________________________________________________________ ________ ________ Net assets excluding pension liability 203.2 203.9 _________________________________________________________________ ________ ________ Net pension liability (33.3) (28.8) __________________________________________________________________________ ________ ________ Net assets including pension liability 169.9 175.1 _________________________________________________________________ ________ ________ Capital and reserves Called up share capital 14.7 14.9 Capital redemption reserve 1.1 0.9 Revaluation reserve 79.2 80.9 Profit and loss account 74.9 78.4 ___________________________________________________________________________ ________ ________ Equity shareholders' funds 169.9 175.1 _________________________________________________________________ ________ ________ DANIEL THWAITES PLC GROUP CASH FLOW STATEMENT For the year ended 31 March 2016 2016 2015 GBP'm GBP'm ____________________________________________________________________________ ________ _________ Cash flow from operating activities 19.8 17.4 Tax refunded (paid) 0.9 (1.1) Cash flow from financing activities (24.3) (3.5) Cash flow from investing activities 14.2 (10.7) Equity dividends paid (2.7) (2.7) ____________________________________________________________________________ ________ ________ Increase (decrease) in cash and cash equivalents 7.9 (0.6) Cash and cash equivalents at beginning of year 3.0 3.6 ____________________________________________________________________________ ________ _________ Cash and cash equivalents at end of year 10.9 3.0 Loan capital (45.0) (63.5) ____________________________________________________________________________ ________ _________ Net debt (34.1) (60.5) Reconciliation of net cash flow to movement in net debt Increase (decrease) in cash 7.9 (0.6) Cash flow from decrease (increase) in debt 18.5 (2.0) ____________________________________________________________________________ ________ ________ 26.4 (2.6) Net debt at beginning of year (60.5) (57.9) ____________________________________________________________________________ ________ ________ Net debt at end of year (34.1) (60.5) ____________________________________________________________________________ ________ ________ Notice of Meeting Notice is hereby given that the Annual General Meeting of the company will be held at The Aztec Hotel and Spa, Aztec West, Almondsbury, Bristol, BS32 4TS on Thursday 14 July 2016 at 12.00 noon for the transaction of the following business: Ordinary Business To consider, and if thought fit, pass the following resolutions which will be proposed as ordinary resolutions. 1. To receive and adopt the accounts for the year ended 31 March 2016 and the reports of the directors and the auditor, and to approve and declare a final dividend for the year ended 31 March 2016 2. To re-elect Mr K D Wood as a director 3. To re-elect Mr O G H Yerburgh as a director 4. To approve and confirm the remuneration of the directors for the year ended 31 March 2016 5. To reappoint KPMG LLP as auditor and authorise the directors to determine their remuneration Special Business To consider, and if thought fit, pass the following resolutions of which resolutions 6 and 8 will be proposed as ordinary resolutions and resolution 7 as a special resolution. 6. THAT, for the purposes of section 551 of the Companies Act 2006 (the Act) the directors of the company be and are hereby generally and unconditionally authorised to exercise all powers of the company to allot equity securities (within the meaning of section 560 of the Act) up to an amount equal to the aggregate nominal amount of the authorised but unissued share capital of the company provided that this authority shall expire (unless previously renewed, varied or revoked by the company in general meeting) at the conclusion of the next annual general meeting of the company, save that the company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors of the company may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. This authority is in substitution for any and all authorities previously conferred upon the directors for the purposes of section 551 of the Act, without prejudice to any allotments made pursuant to the terms of such authorities. 7. THAT, subject to the passing of resolution 6 above, the directors of the company be and are hereby empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) pursuant to the authority conferred by resolution 6 above as if section 561 of the Act did not apply to any such allotment provided that the power conferred by this resolution shall be limited to: i. the allotment of equity securities for cash in connection with an issue or offer of equity securities (including, without limitation, under a rights issue, open offer or similar arrangement) to holders of equity securities in proportion (as nearly as may be practicable) to their respective holdings of equity securities subject only to such exclusions or other arrangements as the directors of the company may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange in any territory; and ii. the allotment (otherwise than pursuant to resolution 7.1) of equity securities for cash up to an aggregate nominal amount of GBP734,375. The power conferred by this resolution 7 shall expire (unless previously renewed, revoked or varied by the company in general meeting), at such time as the general authority conferred on the directors of the company by resolution 6 above expires, except that the company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors of the company may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. 8. To authorise the company generally and unconditionally to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 25 pence each in the capital of the company provided that: i. the maximum aggregate number of ordinary shares that may be purchased is 5,875,000. Representing 10% of the issued share capital of the company; ii. the minimum price (excluding expenses) which may be paid for each ordinary share is 25 pence. iii. the maximum price (excluding expenses) which may be paid for each ordinary share is an amount equal to 105 per cent of the average of the middle market quotations for an ordinary share of the company (as derived from the ICAP Securities & Derivatives (ISDX) website) for the five business days immediately preceding the day on which the purchase is made; and iv. unless previously renewed, varied or revoked, the authority conferred by this resolution shall expire at the earlier of the conclusion of the company's next Annual General Meeting and the date which is six months from the end of the Company's next financial year save that the company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority. NOTES
Resolution 6 - Authority to allot relevant securities The company requires the flexibility to allot shares from time to time. The directors are limited as to the number of shares they can at any time allot because allotment authority continues to be required under the Companies Act 2006 (the Act). Accordingly, resolution 6 would grant this authority (until the next Annual General Meeting or unless such authority is revoked or renewed prior to such time) by authorising the directors (pursuant to section 551 of the Act) to allot relevant securities up to an amount equal to the aggregate nominal amount of the authorised but unissued share capital of the company as at 31 March 2016. The directors believe it to be in the interests of the company for the Board to be granted this authority, to enable the Board to take advantage of appropriate opportunities which may arise in the future. Resolution 7 - Disapplication of statutory pre-emption rights This resolution seeks to disapply the pre-emption rights provisions of section 561 of the Act in respect of the allotment of equity securities for cash pursuant to rights issues and other pre-emptive issues, and in respect of other issues of equity securities for cash up to an aggregate nominal value of GBP734,375, being an amount equal to approximately 5 per cent of the current issued share capital of the company. If given, this power will expire at the same time as the authority referred to in resolution 5. The directors consider this power desirable due to the flexibility afforded by it. Resolution 8 - Authority to make market purchases of shares Resolution 8 seeks authority for the company to make market purchases of its own ordinary shares. If passed, the resolution gives authority for the company to purchase up to 5,875,000 of its ordinary shares, representing 10 per cent of the company's issued ordinary share capital. Resolution 8 specifies the minimum and maximum prices which may be paid for any ordinary shares purchased under this authority. The authority will expire at the conclusion of the company's next Annual General Meeting in 2017 or, if earlier, the date which is six months from the end of the company's financial year which commenced on 1 April 2016. Any shares purchased under this authority will be cancelled. As a member of the company entitled to attend and vote at the meeting convened by this notice you are entitled to appoint another person as your proxy to exercise all or any of your rights to attend and to speak and vote in your place at the meeting. Your proxy need not be a member of the company. You may appoint more than one proxy in relation to the meeting convened by this notice provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. You may not appoint more than one proxy to exercise rights attached to any one share. By order of the Board Mrs S I Woodward, A.C.I.S. Secretary 7 June 2016 END
(END) Dow Jones Newswires
June 07, 2016 04:12 ET (08:12 GMT)
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