Brammer PLC Annual Financial Report (0533J)

TIDMBRAM

RNS Number : 0533J

Brammer PLC

31 March 2015

BRAMMER PLC

(the "Company")

Annual Financial Report and Notice of Annual General Meeting

The Company announces that the following documents have today been posted shareholders:

   1.    Annual Report and Accounts for the year ended 31 December 2014 ("Annual Report"); 
   2.    Letter to shareholders; 
   3.    Notice of Annual General Meeting; and 
   4.    Form of Proxy. 

In accordance with Listing Rule 9.6.1 and 9.6.3, copies of the Annual Report and Notice of Annual General Meeting have also been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM

Copies of the Annual Report and Notice of Annual General Meeting will also soon be made available on the Company's website at http://investor.brammer.biz/download-centre/reports-releases-presentations/

The information below, headed as Appendix A, B and C, is extracted from the Annual Report. It is included solely for the purposes of complying with Disclosure and Transparency Rule 6.3.5 and should be read in conjunction with the Company's preliminary announcement of financial results for the year ended 31 December 2014 which was issued on 17 February 2015. Together these constitute the material required by Disclosure and Transparency Rule 6.3.5 to be communicated to the media in unedited full text through a Regulatory Information Service. Reading this announcement and / or the preliminary results announcement is not a substitute for reading the full Annual Report. Page and note references in the text below refer to page and note numbers in the Annual Report.

APPENDIX A - Principal risks & uncertainties

Corporate risks

The management of the business and the execution of the strategy are subject to a number of risks and uncertainties. Operational risks are assessed by Brammer subsidiaries. These are reviewed with appropriate mitigation considered by Brammer management. The Board reviews these assessments on a regular basis.

A formal group-wide review of strategic risks is performed by the Board and appropriate processes and controls are also put in place to monitor and mitigate these risks within the risk management structure set out opposite.

 
 Risk management structure 
----------------------------------------------------------------------------------------- 
                                        Statutory   Operational      Internal functions 
-------------------------------------  ----------  ---------------  --------------------- 
 Risk management                        External    Management and   Internal audit 
                                         audit       peer review      and central support 
-------------------------------------  ----------  ---------------  --------------------- 
 Business     Developed businesses(1)       X             X                   X 
  functions 
-----------  ------------------------  ----------  ---------------  --------------------- 
              Regional businesses(2)        X             X                   X 
-----------  ------------------------  ----------  ---------------  --------------------- 
              Central functions             X             X                   X 
             ------------------------  ----------  ---------------  --------------------- 
              IT and infrastructure                       X                   X 
             ------------------------  ----------  ---------------  --------------------- 
              Secretarial, legal            X             X                   X 
               and human resources 
-----------  ------------------------  ----------  ---------------  --------------------- 
 

1. Developed businesses comprise the larger, more mature business segments - UK, Germany and France.

   2.     Regional businesses comprise Spain, Benelux, Eastern Europe and other businesses. 

The principal risks affecting the Group are considered below:

Slowdown of industrial activity

The Group's activities are almost entirely within the UK and the Euro-zone which are geographical markets currently subject to economic uncertainty. A continued deterioration in current economic conditions may lead to a decline in demand within the industrial base of these markets with an associated decline in demand in the maintenance and original equipment markets which Brammer supplies.

The Group has a well spread market and geographic presence and has concentrated growth activities in defensive sectors such as food and drink, utilities and fast moving consumer goods. The Group has also focused growth activities in larger Key Account customers who have a wider global presence and are therefore likely to prove more resilient during any economic downturns in Europe and surrounding areas. Economic conditions vary throughout the Euro-zone and accordingly a slowdown will have a different level of impact on each country.

The sales and purchasing activity for each business unit is largely confined to its own geographical area which means each business can react to variations in demand without encountering issues associated with cross border sales and purchase management. Also, in the extreme case of a breakup of the Euro, currency issues would be minimised because purchases and sales would be largely in the same currency. The Group has also demonstrated the capability to reduce costs and to align the cost base in response to market conditions.

Withdrawal of a major supplier

Brammer is dependent on its key suppliers which it represents in a multi-brand environment to Brammer's existing customer base. The relationship with strategic suppliers is mutually dependant and enhanced by our partnership approach to Key Accounts. Brammer is continuing to secure additional support for its efforts to increase market share and is confident any withdrawal could be sourced from another supplier.

Loss of major customers

A core part of the growth strategy for the Group is a focus on winning and maintaining those significant customers it views as Key Accounts. The loss of significant numbers of Key Accounts would have an adverse effect on turnover growth and an impact on other strategic focus areas of cross-selling opportunities and Insite development.

As a distributor in a fragmented market Brammer derives great benefits from its first class reputation as an industry leader in its service offering to Key Accounts, which could be potentially damaged with significant loss of major customers. However, Brammer does not have dependency on any single customer.

Key Account customers are carefully monitored by the senior management team, who also document the acknowledged cost savings achieved. Further growth in Key Accounts in the current year suggests the template offering is proving attractive to a profit conscious customer base.

The Group is not subject to material exposure from fixed price contracts and has a track record of maintaining gross margin irrespective of sales volumes thereby successfully pushing back market pricing pressure to its suppliers.

Customers relocating to lower cost countries

Brammer continues its strategy to grow its business successfully by expanding in a fragmented market. We will evaluate suitable opportunities in lower cost countries as they arise.

Loss of infrastructure/systems

As with most large organisations that depend on Information Technology (IT) for their day-to-day operations, there are disaster recovery plans in place for the major countries where Brammer operates. In these territories, there are overnight back up systems in place which can be expected to mitigate the worst effects of such disruption. Integration teams continually work to develop group-wide solutions to business critical processes which provide improved resilience against failure in the event that issues occur in our operations.

For Brammer, a quoted company which is a distributor of product, these key processes are in the area of stock and order management, sales and delivery management and transactional record keeping, including financial books and records.

Loss of key employees

The Group regularly reviews its remuneration and succession plan arrangements to ensure that key managers are recognised and developed. To ensure continuity and maximise our competitive advantage the Group remains committed to a number of incentive schemes linked to the group's results, which have been designed to retain key managers.

Where appropriate, employment contracts also contain relevant provisions concerning interaction with competitors and customers. Industry benchmarking and the use of external assessments and advisors form part of the recruitment process for key managers to ensure high calibre recruits to key roles.

The Board's nominations committee reviews the structure, size, diversity and composition of the board and advises on succession planning matters. This committee also retains external search and selection consultants as appropriate.

Adverse Euro exchange rates

Brammer reports its results in sterling however the Group trades significantly in euros. The current economic conditions create uncertainty over the exchange rate between sterling and the euro. Whilst there is a natural hedge between buying and selling for the majority of our business the ultimate profitability is expressed at the year's average exchange rate.

Financial and capital risks

The Group's principal financing facility is in place until 2016. This facility is supplemented with additional long-term funding obtained through the issue of EUR85 million of private placement notes, with maturity dates between 2023 and 2025, under a private shelf facility. Brammer has sufficient available resources to meet its foreseeable requirements.

The 10% share placing during the year raised funds to partly fund our acquisition activity, ensuring that our debt to equity ratio remains within acceptable parameters to minimise financial and capital risks.

The closed defined benefit scheme in the UK continues to be subject to various financial risks, principally based around the value of the current deficit in the scheme. The Company may be required to make exceptional additional contributions outside the scope of its current funding plan by The Pensions Regulator. During 2010 the Group agreed a deficit funding plan with the trustees of the scheme which provides for the Group to make annual payments of GBP2.8 million, indexed for inflation, in the years 2011 to 2023 inclusive.

The company has limited dealings in derivative instruments. Derivatives used in hedging activities are considered risk management tools and are not used for trading purposes. The company uses derivative instruments to manage exposure to fluctuations in foreign currency exchange rates and to reduce volatility in the interest charge. The company uses foreign currency forward exchange contracts to minimise currency exposure from expected future cash flows. These contracts have not been designated as hedging instruments.

Expected benefits from acquisitions may not be realised

Part of the Brammer strategy is growth through selective acquisitions. Acquisitions involve a number of risks related to the performance of the acquired business and challenges arising from integration. Potential acquisitions are carefully researched prior to any purchase and closely monitored by Brammer's management subsequent to acquisition. Brammer has a track record of successfully integrating acquired businesses with an established integration plan and an experienced management team.

Expected benefits from strategic growth initiatives may not be realised

Part of the Brammer strategy is growth through targeted product and service initiatives. These initiatives include the formation of new teams and infrastructure, including software development, and involve a number of risks related to their successful development and implementation. The risks include effective project management and the delivery of effective IT solutions and services. Potential projects and initiatives are carefully researched prior to any investment in capital expenditure and personnel. Projects are developed in line with detailed business plans which are aligned to central IT and project management functions. Investment and progress is reviewed against these business plans which are reviewed at senior levels on a regular basis. Brammer has a track record of successfully introducing new service offerings to customers and markets across Europe.

APPENDIX B - Related party transactions

Within the definition of IAS 24 'Related party disclosure', the Board and key management personnel are related parties. Detailed disclosure of the remuneration of the Board is given in the Directors' remuneration report on pages 57 to 62. A summary of remuneration provided to key management personnel is provided in note 24.

In addition, during the year the group made sales totalling GBP0.1 million (2013: GBP0.1 million) to various European subsidiaries within the Armstrong World Industries group of companies, a company in which Charles Irving-Swift is an Executive Director within the European Flooring operations.

APPENDIX C - Statement of directors' responsibility

The following responsibility statement is repeated here solely for the purpose of complying with Disclosure and Transparency Rule 6.3.5. This statement relates to and is extracted from page 65 of the Annual Report. Responsibility is for the full Annual Report not the extracted information presented in this announcement and the preliminary results announcement.

Statement of directors' responsibilities in respect of the Annual Report, the Directors' Remuneration Report and the financial statements

"Each of the directors whose names and functions are listed on pages 28 and 29 confirm that, to the best of their knowledge:

> the group financial statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the group; and

> the strategic report and the directors' report contained in pages 2 to 42 include a fair review of the development and performance of the business and the position of the group, together with a description of the principal risks and uncertainties that it faces.

In addition, each of the directors considers that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the company's performance, business model and strategy."

Enquiries:

Steven Hodkinson

Company Secretary

Brammer plc

31 March 2015

Tel: [phone]

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