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IBST Ibstock Plc

154.40
3.80 (2.52%)
10 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Ibstock Plc LSE:IBST London Ordinary Share GB00BYXJC278 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  3.80 2.52% 154.40 154.00 154.60 154.40 150.00 150.00 842,760 16:29:20
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Concrete Block And Brick 405.84M 21.06M 0.0537 28.75 605.35M

Ibstock PLC Annual Report and Accounts and Notice of AGM 2017 (3787C)

12/04/2017 5:12pm

UK Regulatory


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TIDMIBST

RNS Number : 3787C

Ibstock PLC

12 April 2017

12 April 2017

Ibstock plc ("the Company")

2016 Annual Report and Accounts and Notice of Annual General Meeting 2017

Further to the release of the Company's preliminary results announcement on 7 March 2016, the Company announces that it has today published its full Annual Report and Accounts for the year ended 31 December 2016.

The Company also announces that it has today posted copies of the documents listed below to shareholders:

 
 1. 2016 Annual Report and Accounts 
 2. Notice of Annual General Meeting 2017 
 3. Form of Proxy for the Annual General Meeting 
  2017 
 

The Annual General Meeting 2017, will be held at 2:00 p.m. on Wednesday 24 May 2017 at Citigate Dewe Rogerson, 3 London Wall Buildings, London Wall, London EC2M 5SY.

A copy of each of these documents has also been submitted to the UK Listing Authority via the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm

The 2016 Annual Report and Accounts and Notice of Annual General Meeting 2017 will also be accessible later today via the Company's website at www.ibstockplc.com/investors

This information should be read in conjunction with the Company's preliminary results announcement. A condensed set of the Company's financial statements and information on important events that have occurred during the financial year and their impact on the financial statements, were included in the preliminary results announcement released on 7 March 2017. That information, together with the information set out below, which is extracted from the 2016 Annual Report and Accounts, is provided in accordance with the Disclosure and Transparency Rule 6.3.5, which requires it to be communicated to the media through a Regulatory Information Service. This announcement is not a substitute for reading the full 2016 Annual Report and Accounts. Page and note references in the text below refer to page numbers and note numbers in the 2016 Annual Report and Accounts.

Risk management

Risk arises from the operations of, and strategic decisions taken by, every business and our approach to risk management is not to eliminate risk entirely, but rather provide the structural means to identify, prioritise and manage the risks involved in our activities. The Board of Directors is ultimately responsible for the Group's risk management processes and internal control systems.

The Board has considered the nature and extent of risks it is willing to take in pursuit of the Group's strategic objectives. It has assessed the Group's risk appetite, which is set to balance opportunities for business development and growth in areas of potentially higher risk, whilst maintaining our reputation and high levels of customer satisfaction.

In considering the Group's appetite for risk, this is set depending upon the particular risk associated to our Group strategy:

 
 --   Safety - there is a zero tolerance for health 
       and safety related risks or non-compliance 
       with related legislation and statutory requirements; 
 --   Invest - the criteria for investment allocates 
       the Group's resources in a manner consistent 
       with the Group's strategy and planned internal 
       rates of return; and 
 --   Innovate - whilst delivering activity aimed 
       at introducing innovative products, the Group 
       accepts short-term margin dilution, but aims 
       for market-leading operating margins and 
       returns on capital. 
 

The Group's risk management process includes both top-down and bottom-up elements to the identification, evaluation and management of risks.

As noted in our 2015 Annual Report & Accounts, the Audit Committee had commissioned a third party review of the Group's internal control processes. This independent "health-check" of the Group's risk management was completed during the first half of 2016 and concluded that the Group's internal control framework was fit for purpose. The exercise helped establish a base line of internal controls and subsequently RSM LLP were appointed as the Group's outsourced Internal Audit provider to deliver a programme of internal audits to continue to monitor the processes and controls in operation.

The outsourced provider designed an independent programme of audits, which was approved by the Audit Committee, and commenced these audits in the second half of the year, supplementing the Group's own operational audit activities.

Risk matrices are maintained and reviewed by each subsidiary entity within the Group. These matrices are the result of input and challenge undertaken by the senior managers within the entity and the Group's Executive Directors, and are refreshed at least once per annum. At a Group level, the Board reviews these matrices and the analysis of potential exposures which exist within them. Risks are continually evaluated using consistent measurement criteria.

During the year, the Audit Committee approved a Group Risk Committee comprising senior managers from across the Group. The Committee participated in a risk workshop facilitated by the Group's outsourced Internal Auditor, and considered the risk matrices prepared; ranked the identified risks at a Group level; and determined the extent of Group-wide mitigating actions currently being undertaken.

Following the Risk Committee's meeting, a Group risk assessment was formulated and validated by the Executive Directors prior to approval by the Board. This formed a key component of the Directors' robust assessment of the principal risks facing the Group - including those that would threaten its business model, future performance, solvency or liquidity, set out below.

The Audit Committee supports the Board in monitoring the risk exposures and is responsible for reviewing the effectiveness of our risk management and internal control systems. During 2016, no significant failings or weaknesses in the Group's internal controls were found.

The Audit Committee is assisted in evaluating the design and operating effectiveness of our risk strategies and the internal controls implemented by management by the Group's outsourced Internal Audit function.

Principal Risks

 
 Risk            Description                                                        Mitigation 
 1 - Economic    The Group's business                                               The Group analyses 
  conditions      could be materially                                                construction statistics 
                  impacted by changes                                                for the past five 
                  in the macroeconomic                                               years and, using 
                  environment in the                                                 independent forecasts 
                  UK and the US.                                                     of construction 
                                                                                     statistics, forecasts 
                  Specifically, demand                                               future demand with 
                  for the Group's                                                    the aim of anticipating 
                  products is strongly                                               market movements. 
                  correlated with 
                  residential construction                                           The Group has historically 
                  and renovation activities                                          flexed capacity 
                  and non-residential                                                and its cost base 
                  construction, together                                             where possible during 
                  with the supply                                                    economic downturns 
                  chain's attitude                                                   to allow more of 
                  to stock levels,                                                   the Group's manufacturing 
                  which are cyclical.                                                plants to remain 
                                                                                     open and viable, 
                                                                                     maintaining skills, 
                                                                                     development and 
                                                                                     training. The Group 
                                                                                     believes that this 
                                                                                     maintained employee 
                                                                                     morale and high 
                                                                                     levels of customer 
                                                                                     service through 
                                                                                     the last economic 
                                                                                     downturn. It also 
                                                                                     allows the Group 
                                                                                     to respond more 
                                                                                     rapidly to increases 
                                                                                     in demand and keep 
                                                                                     customers satisfied. 
 
                                                                                     The Group's RMI 
                                                                                     and specification 
                                                                                     product ranges diversify 
                                                                                     end-use exposure 
                                                                                     and provide greater 
                                                                                     resilience in light 
                                                                                     of changing market 
                                                                                     demand in any of 
                                                                                     its end-use markets. 
                -----------------------------------------------------------------  ----------------------------------------------------------------- 
 2 -             The Group has an                                                   The Group analyses 
 Government       exposure to both                                                   construction statistics 
 action and       UK or US political                                                 for the past five 
 policy           developments. Material                                             years and, using 
                  reductions in Government                                           independent forecasts 
                  spending, or changes                                               of construction 
                  in Government policy,                                              statistics, forecasts 
                  could have a material                                              demand for the next 
                  effect on demand                                                   five years with 
                  for the Group's                                                    the aim of anticipating 
                  products - reducing                                                market movements. 
                  sales and affecting 
                  the Group's financial                                              The change in climate 
                  results.                                                           post 2015's UK General 
                                                                                     Election and Autumn 
                                                                                     Budget are favourable 
                                                                                     to housing, as well 
                                                                                     as recent changes 
                                                                                     to developing brownfield 
                                                                                     land and the 200,000 
                                                                                     affordable homes 
                                                                                     the Government is 
                                                                                     targeting to be 
                                                                                     built by 2020. These 
                                                                                     measures, in addition 
                                                                                     to the National 
                                                                                     Planning Policy 
                                                                                     Framework ("NPPF") 
                                                                                     and Help to Buy 
                                                                                     scheme, show the 
                                                                                     Government's current 
                                                                                     commitment to house 
                                                                                     building. The UK 
                                                                                     Government's white 
                                                                                     paper "Fixing our 
                                                                                     broken housing market" 
                                                                                     of February 2017 
                                                                                     is also supportive 
                                                                                     of housing. However, 
                                                                                     the Group recognises 
                                                                                     the risk which can 
                                                                                     result from political 
                                                                                     changes or economic 
                                                                                     uncertainty. 
 
                                                                                     RMI and new housing 
                                                                                     demands are, to 
                                                                                     a certain extent, 
                                                                                     counter-cyclical 
                                                                                     to each other, providing 
                                                                                     some balance to 
                                                                                     the portfolio of 
                                                                                     offerings for the 
                                                                                     Group. 
                -----------------------------------------------------------------  ----------------------------------------------------------------- 
 3 -             The Group's production,                                            The health and wellbeing 
 Government       manufacturing and                                                  of our employees 
 regulation       distribution activities                                            is fundamental to 
 and standards    are subject to health                                              our business. We 
 relating         and safety risks.                                                  have stringent Health 
 to the                                                                              and Safety policies 
 manufacture      The Group is subject                                               and monitor compliance 
 and use of       to environmental,                                                  regularly. 
 building         health and safety 
 products         laws and regulations                                               We have also invested 
                  and these may change.                                              considerable resources 
                  These laws and regulations                                         in employee training 
                  could cause the                                                    across our manufacturing 
                  Group to make modifications                                        processes. We have 
                  to how it manufactures                                             invested heavily 
                  and prices its products.                                           in safe systems 
                  They could also                                                    and facilities to 
                  require that the                                                   protect our employees. 
                  Group make significant 
                  capital investments                                                The Group actively 
                  or otherwise increase                                              monitors for any 
                  its costs or could                                                 legislative changes 
                  result in liabilities.                                             which it may need 
                                                                                     to comply with. 
                  Failure of the Group 
                  to comply with the 
                  relevant regulations 
                  could result in 
                  the Group being 
                  liable to fines 
                  or a suspension 
                  of operations, which 
                  would impact the 
                  Group's financial 
                  results. 
                -----------------------------------------------------------------  ----------------------------------------------------------------- 
 4 - Customer    The Group receives                                                 The Group has a 
 relationships    a significant portion                                              service-led ethos 
 and              of its revenue from                                                with many top customer 
 reputation       key customers and                                                  relationships lasting 
                  the loss of any                                                    over 40 years. The 
                  such customer could                                                Group's customer 
                  result in a significant                                            focus is supported 
                  loss of revenue                                                    by a commitment 
                  and cash flow. Further,                                            to quality, service 
                  the Group does not                                                 and consistency. 
                  have long-term contracts 
                  with its customers                                                 The Group's sales 
                  and the Group's                                                    and production teams 
                  revenue could be                                                   are highly integrated 
                  reduced if its customers                                           to ensure that production 
                  switch some or all                                                 aligns with customers' 
                  of their business                                                  needs. Sales teams 
                  with the Group to                                                  receive in-depth 
                  other suppliers.                                                   technical training 
                                                                                     and are assisted 
                                                                                     by a design support 
                                                                                     service team as 
                                                                                     well as targeted 
                                                                                     marketing materials 
                                                                                     to assist with specification 
                                                                                     and selection. 
 
                                                                                     All four of the 
                                                                                     Group's primary 
                                                                                     businesses have 
                                                                                     their own sales 
                                                                                     teams aligned by 
                                                                                     customer group and 
                                                                                     region in order 
                                                                                     to focus on key 
                                                                                     decision makers 
                                                                                     and customers. Key 
                                                                                     account management 
                                                                                     is supervised at 
                                                                                     a senior level where 
                                                                                     long-term relationships 
                                                                                     benefit from the 
                                                                                     continuity of senior 
                                                                                     management who have 
                                                                                     the ability to liaise 
                                                                                     across the Group's 
                                                                                     businesses. 
 
                                                                                     The Group has a 
                                                                                     broad spread of 
                                                                                     customers and no 
                                                                                     single customer 
                                                                                     comprises more than 
                                                                                     10% of the total 
                                                                                     Group revenue. 
                -----------------------------------------------------------------  ----------------------------------------------------------------- 
 5 - Business    A material disruption                                              The Group has the 
  disruption      at one of the Group's                                              ability to transfer 
                  manufacturing facilities                                           some of its production 
                  or quarries, or                                                    across its network 
                  at one of the Group's                                              of plants and is 
                  suppliers' facilities,                                             able to engage subcontractors 
                  could prevent the                                                  to reduce the impact 
                  Group from meeting                                                 of certain production 
                  customer demand.                                                   disruptions. 
 
                  The Group depends                                                  In relation to supplier 
                  on efficient and                                                   disruption or failure, 
                  uninterrupted operations                                           further third party 
                  of its information                                                 suppliers have been 
                  and communication                                                  identified who can 
                  technology, and                                                    maintain service 
                  any disruption to                                                  in the event of 
                  or interruptions                                                   a disruption. 
                  in these operations 
                  could have a material                                              In relation to IT, 
                  adverse effect on                                                  a major incident 
                  the Group's operations                                             action plan has 
                  and financial performance.                                         been developed and 
                                                                                     the Group maintains 
                  Additionally, the                                                  data backups and 
                  Group is exposed                                                   a comprehensive 
                  to the impact of                                                   disaster recovery 
                  unexpected or prolonged                                            plan (see also Risk 
                  periods of bad weather,                                            11, overleaf). 
                  which could adversely 
                  affect construction                                                Although weather 
                  activity and, as                                                   conditions are completely 
                  a result, demand                                                   beyond the Group's 
                  for the Group's                                                    control, in both 
                  products.                                                          the UK and US in 
                                                                                     2016 adverse weather 
                                                                                     did not impact on 
                                                                                     trading in the context 
                                                                                     of the full year. 
                                                                                     Management do not 
                                                                                     underestimate the 
                                                                                     potential impact 
                                                                                     that future prolonged 
                                                                                     periods of bad weather 
                                                                                     could have. The 
                                                                                     Group's wide geographical 
                                                                                     spread allows it 
                                                                                     to manage its production 
                                                                                     facilities to mitigate 
                                                                                     the impact of such 
                                                                                     disruption. 
                -----------------------------------------------------------------  ----------------------------------------------------------------- 
 6 -             The Group is dependent                                             We ensure that we 
 Recruitment      on qualified personnel                                             recognise the changing 
 and retention    in key positions                                                   labour markets, 
 of key           and employees having                                               and packages for 
 personnel        special technical                                                  key and senior staff 
                  knowledge and skills.                                              remain competitive. 
                  Any loss of such 
                  personnel without                                                  The Group believes 
                  timely replacement                                                 that it is essential 
                  could significantly                                                to protect and develop 
                  disrupt business                                                   the management team, 
                  operations.                                                        where appropriate 
                                                                                     ensuring that the 
                                                                                     team is structured 
                                                                                     in a way which best 
                                                                                     takes advantage 
                                                                                     of the available 
                                                                                     skills and robustly 
                                                                                     identifies the team 
                                                                                     and structure for 
                                                                                     the future. Extensive 
                                                                                     succession plans 
                                                                                     are in place, which 
                                                                                     is key to ensuring 
                                                                                     a managed transfer 
                                                                                     of roles and responsibilities. 
 
                                                                                     Apprenticeship schemes 
                                                                                     are in operation 
                                                                                     with a yearly intake 
                                                                                     across the business 
                                                                                     (engineering and 
                                                                                     technical based). 
                                                                                     High potential individuals 
                                                                                     are identified with 
                                                                                     development plans 
                                                                                     formulated. External 
                                                                                     recruits are brought 
                                                                                     in where any skill 
                                                                                     gaps are identified 
                                                                                     and to enhance the 
                                                                                     talent pool. 
                -----------------------------------------------------------------  ----------------------------------------------------------------- 
 7 - Input       The Group's business                                               Significant input 
  prices          may be affected                                                    costs are under 
                  by volatility in                                                   constant review, 
                  extraction expenses                                                with continuous 
                  and raw material                                                   monitoring of raw 
                  costs. Risks exist                                                 material costs, 
                  around our ability                                                 energy prices and 
                  to pass on increased                                               haulage expenses, 
                  costs through price                                                with the aim of 
                  increases to our                                                   achieving the best 
                  customers.                                                         possible prices 
                                                                                     and assuring stability 
                  The Group's business                                               of supply. 
                  may also be affected 
                  by volatility in                                                   As competitors of 
                  energy costs or                                                    the Group are likely 
                  disruptions in energy                                              to experience similar 
                  supplies.                                                          levels of input 
                                                                                     price increases, 
                  Significant changes                                                we aim to have appropriate 
                  in the cost or availability                                        pricing policies 
                  of transportation                                                  to remain competitive 
                  could affect the                                                   within our markets 
                  Group's results.                                                   and pass on significant 
                                                                                     increases in input 
                                                                                     costs to our customers 
                                                                                     wherever possible. 
                -----------------------------------------------------------------  ----------------------------------------------------------------- 
 8 - Product     The nature of the                                                  The Group operates 
  quality         Group's business                                                   comprehensive quality 
                  may expose it to                                                   control procedures 
                  warranty claims                                                    across its sites. 
                  and 
                  to claims for product                                              The Group's Technical 
                  liability, construction                                            teams carry out 
                  defects, project                                                   regular testing 
                  delay, property                                                    of all of our products 
                  damage, personal                                                   to provide full 
                  injury and other                                                   technical data on 
                  damages. Any damage                                                our product range. 
                  to the Group's brands, 
                  including through 
                  actual or alleged 
                  issues with its 
                  products, could 
                  harm our business, 
                  reputation and the 
                  Group's financial 
                  results. 
                -----------------------------------------------------------------  ----------------------------------------------------------------- 
 9 - Financial        In addition to the 
 risk                 input cost risks                                                    *    Foreign exchange risk - The Group undertakes limited 
 management           outlined above,                                                          foreign exchange transactions, with the UK and US 
                      the Group is subject                                                     businesses selling domestically with largely local 
                      to the following                                                         input costs. Some capex requires foreign exchange 
                      other financial                                                          purchases and management considers foreign exchange 
                      risks:                                                                   hedging strategies where significant exposures may 
                       *    Foreign exchange risk - As the Group has operations                arise. 
                            in the UK and the US, exchange rate fluctuations may 
                            adversely impact the Group's results. 
                                                                                          *    Credit risk - Customer credit risk is managed by each 
                                                                                               subsidiary subject to the Group's policy relating to 
                       *    Credit risk - Through its customers, the Group is                  customer credit risk management. The Group 
                            exposed to a counterparty risk that accounts                       principally manages credit risk through management of 
                            receivable will not be settled leading to a financial              customer credit limits. The credit limits are set for 
                            loss to the Group.                                                 each customer based on the creditworthiness of the 
                                                                                               customer and the anticipated levels of business 
                                                                                               activity. These limits are initially determined when 
                       *    Liquidity risk - Insufficient funds could result in                the customer account is first set up and are 
                            the Group being unable to fund its operations.                     regularly monitored thereafter. 
 
 
                       *    Interest rate risk - Movements in interest rates              *    Liquidity risk - The Group's policy is to ensure that 
                            could adversely impact the Group and result in higher              it has sufficient funding and facilities in place to 
                            financing payments to service debt.                                meet any foreseeable peak in borrowing requirements 
                                                                                               and liabilities when they become due. In March 2017, 
                                                                                               the Group entered into new facilities of GBP250 
                                                                                               million. 
 
 
                                                                                          *    Interest rate risk - The Group finances its 
                                                                                               operations through a mixture of retained profits and 
                                                                                               bank borrowings. The Group's bank borrowings, other 
                                                                                               facilities and deposits are in Sterling and at 
                                                                                               floating rates. No interest rate derivative contracts 
                                                                                               have been entered into at the period end. 
                -----------------------------------------------------------------  ----------------------------------------------------------------- 
 10 - Pension    The Group has obligations                                          The Company plays 
  obligations     to its employees                                                   an active role in 
                  relating to retirement                                             the pension scheme 
                  and other obligations                                              - nominating up 
                  and any changes                                                    to half of the Trustees 
                  in assumptions or                                                  and the Group Chief 
                  in interest rate                                                   Financial Officer 
                  levels could have                                                  attends and chairs 
                  adverse effects                                                    Trustee meetings. 
                  on its financial                                                   The defined benefit 
                  position.                                                          scheme was closed 
                                                                                     to future accrual 
                                                                                     following consultation 
                                                                                     with members. The 
                                                                                     Pension Trustees 
                                                                                     and their external 
                                                                                     advisers, as well 
                                                                                     as the internal 
                                                                                     pensions team, have 
                                                                                     significant expertise 
                                                                                     in the area and 
                                                                                     provide oversight. 
                                                                                     Following the closure, 
                                                                                     our agreed Statement 
                                                                                     of Investment Principles, 
                                                                                     operated to provide 
                                                                                     appropriate security 
                                                                                     and achieve an appropriate 
                                                                                     balance between 
                                                                                     risk and return, 
                                                                                     is under review. 
                -----------------------------------------------------------------  ----------------------------------------------------------------- 
 11 - Cyber      Recent high-profile                                                The Group does not 
  security        attacks on companies                                               operate in a high 
                  across a number                                                    risk sector, yet 
                  of industry sectors                                                the Group is committed 
                  have highlighted                                                   to ensure that its 
                  the damage that                                                    network, applications 
                  can now be caused                                                  and data are protected. 
                  by hackers and cyber                                               During the year, 
                  terrorists. As a                                                   the Group has completed 
                  result, and as the                                                 a review using an 
                  Group continues                                                    external cyber security 
                  to evolve, operational                                             programme framework, 
                  risks such as cyber                                                which provides coverage 
                  security risk have                                                 across the key areas 
                  increased in focus.                                                of cyber security 
                  Such IT security                                                   and aligns with 
                  risks have the ability                                             industry standards. 
                  to significantly 
                  disrupt the Group's 
                  business, resulting 
                  in financial loss. 
                -----------------------------------------------------------------  ----------------------------------------------------------------- 
 12 - Brexit     The UK Referendum                                                  The Group established 
                  on EU membership                                                   a Brexit Committee 
                  in June 2016 introduced                                            shortly after the 
                  a degree of uncertainty                                            Referendum result 
                  and may give rise                                                  was announced. As 
                  to longer-term macroeconomic                                       part of this, management 
                  changes, which as                                                  has developed contingency 
                  outlined in Risk                                                   plans to mitigate 
                  1, could reduce                                                    risks arising from 
                  demand for the Group's                                             macroeconomic changes 
                  products.                                                          which may result. 
                                                                                     The Group has limited 
                                                                                     exposure to foreign 
                                                                                     currency risk and 
                                                                                     as a result the 
                                                                                     recent devaluation 
                                                                                     of Sterling has 
                                                                                     had minimal impact. 
                -----------------------------------------------------------------  ----------------------------------------------------------------- 
 

Viability Statement

Background

The Directors, have undertaken a comprehensive assessment of the Group's viability as a business - rigorously assessing its markets, the strength of its business model and the potential risks that could impact its ongoing success. This process involved carefully reviewing and assessing extensive evidence, from both internal and external sources, to evaluate the prospects for the Group over a long-term horizon.

Assessment

The Directors' assessment of the longer term viability of the business, as part of the year-end review for the preparation of the 2016 Annual Report & Accounts, has assessed the business model, strategy, market conditions, business planning, risks and the liquidity and solvency of the Group.

The Group has a strong position in the markets in which it operates, as noted on pages 6 and 7 of the 2016 Annual Report & Accounts, and its strategy (see pages 11 to 17 of the 2016 Annual Report & Accounts) is aimed at continuing to strengthen its position in those markets and create value for its shareholders. The Group's global operations (see pages 26 and 27 of the 2016 Annual Report & Accounts) exposes it to a number of risks and the Group's principal risks and uncertainties are noted on pages 34 to 36 of the 2016 Annual Report & Accounts. The Directors continually review those risks and determine the appropriate controls and further actions. They have further reviewed the impact within the context of the Group's viability. The Group has limited exposure to interest rate risk and foreign exchange rate risk as described on page 36.

Lookout period

In determining the lookout period to assess the prospects of the Group, the Directors decided that three years was the appropriate period over which to assess longer-term viability. The nature of the building products industry is that it is particularly sensitive to the level of economic activity, which is influenced by factors outside of the Group's control, such as demographic trends, the state of the housing market, mortgage availability, mortgage interest rates and changes in household income, inflation and Government policy. Based on the evidence available, the Directors believe that it is reasonable to expect continued growth, and consider that a three-year period provides the most appropriate horizon over which to assess viability. The Directors have also considered the financing the Group has in place, which is agreed for a period in excess of the lookout period used. Following the facilities' refinancing subsequent to the year-end, described in Note 34 to the Group consolidated financial statements, refinancing is therefore not considered a significant factor in this current assessment, but is monitored on a continuous basis.

Stress testing

During the challenging market conditions of the recent past, the Group performed well, remaining cash positive and implementing a number of mitigating actions that allowed it to remain viable. These mitigating actions remain available to the Directors today.

The budget has been stress tested against a severe and prolonged reduction in demand for its products, on the basis of reduced house building activity and therefore reduced volume of product sold, as well as a benign environment of prolonged price stagnation on sales. These scenarios reflect the previous challenging market conditions of the 2008/09 downturn, a period over which UK construction output fell 13% (Source: Office of National Statistics, Construction Products Association) with sharp reductions also in the US market. These scenarios have been modelled alongside input cost inflation outside of the Group's control, notably for energy costs.

Assumptions

In determining the viability of the Group, the Board made the following assumptions:

 
 --   The economic climate in the geographies in 
       which the Group operates remains in line 
       with a broad consensus of external forecasts; 
 --   There is no material change in the legal 
       and regulatory frameworks with which the 
       Group complies; 
 --   There are no material changes in construction 
       methods used in the markets in which the 
       Group operates; 
 --   The Group's risk mitigation strategies continue 
       to be effective; and 
 --   The Group's past record of successfully mitigating 
       significant construction industry declines 
       can be replicated. 
 

Conclusion

In summary, the Directors reasonably expect, based on the evidence available, that the Group will continue in operation and meet its liabilities as they fall due over the three-year period of their assessment.

Statement of Directors' responsibilities

Director' responsibilities

The Directors are responsible for preparing the Annual Report & Accounts in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the Group consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and Article 4 of the IAS Regulation and have elected to prepare the Parent Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards), including FRS 102, The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland, and applicable law. Under company law the Directors must not approve the Annual Report & Accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period.

In preparing the Parent Company financial statements, the Directors are required to:

 
 --   select suitable accounting policies and then 
       apply them consistently; 
 --   make judgements and accounting estimates 
       that are reasonable and prudent; 
 --   state whether applicable United Kingdom Accounting 
       Standards have been followed, subject to 
       any material departures disclosed and explained 
       in the financial statements; and 
 --   prepare the financial statements on the going 
       concern basis unless it is inappropriate 
       to presume that the Company will continue 
       in business. 
 

In preparing the Group consolidated financial statements, International Accounting Standard No.1 requires Directors to:

 
 --   properly select and apply accounting policies 
 --   present information, including accounting 
       policies, in a manner that provides relevant, 
       reliable, comparable and understandable information; 
 --   provide additional disclosures when compliance 
       with the specific requirements in IFRSs is 
       insufficient to enable users to understand 
       the impact of particular transactions, other 
       events and conditions on the entity's financial 
       position and financial performance; and 
 --   make an assessment of the Group's ability 
       to continue as a going concern and prepare 
       the financial statements on the going concern 
       basis unless it is inappropriate to presume 
       that the Group will continue in business. 
 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company's transactions and to disclose with reasonable accuracy at any time the financial position of the Group and Company and to enable them to ensure that the financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors are of the opinion that the Annual Report & Accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position, performance, business model and strategy.

Directors' Responsibility Statement

The Directors who were in office as at 31 December 2016 and whose names and functions are given on pages 38 and 39 of the 2016 Annual Report and Accounts confirm that to the best of their knowledge:

 
 --   the financial statements, prepared in accordance 
       with the relevant financial reporting framework, 
       give a true and fair view of the assets, 
       liabilities, financial position and profit 
       or loss of the Group and Company and the 
       undertakings included in the consolidation 
       taken as a whole; and 
 --   the Strategic Report and Directors' Report 
       include a fair review of the development 
       and performance of the business and the position 
       of the Group and Company and the undertakings 
       included in the consolidation taken as a 
       whole, together with a description of the 
       principal risks and uncertainties that they 
       face. 
 

Related party transactions

 
                                    Transaction amount 
                               Year ended      Period ended 
                                31 December     December 
                                2016            2015 
                                GBP'000         GBP'000 
                              --------------  ------------- 
 Purchase of services: 
                              --------------  ------------- 
 Bain Capital Investors LLC                    8,995 
                                              ------------- 
 

In the year ended 31 December 2016:

On 2 September 2016, Diamond (BC) S.à r.l., (a wholly-owned subsidiary of Bain Capital Investors LLC) announced the sale of 40,500,000 ordinary shares in the capital of the Group. Following the sales, Bain Capital Investors LLC holds 150,200,435 Ordinary Shares representing approximately 37.0% of the entire issued share capital. As at 31 December 2016 the Board of Directors of the Company, consider, based on the facts and circumstances, that Bain Capital Investors LLC continues to have significant influence over, but does not control, the Group.

In the period ended 31 December 2015:

Diamond (BC) S.à r.l., owned a majority shareholding of the Group prior to completion of the IPO transaction. Diamond (BC) S.à r.l., a wholly-owned subsidiary of Bain Capital Investors LLC, was therefore the immediate parent of the Group and Bain Capital Investors LLC was the ultimate parent and ultimate controlling party of the Group prior to the IPO transaction. On 27 October 2015, its shareholding reduced to 53.03% and on 4 November 2015, its shareholding reduced to 47.03% following the exercise of an over-allotment option in respect of 24,330,000 ordinary shares.

Subsequent to 4 November 2015 and as at 31 December 2015 the Board of Directors of the Company, consider, based on the facts and circumstances, that Diamond (BC) S.à r.l., had significant influence over but does not control the Group.

The shareholder loan notes and preference shares held by the Group during the prior period (Note 8) were owed to Diamond (BC) S.à r.l., a subsidiary to Bain Capital Investors LLC and were converted to ordinary shares. The preference shares held by Diamond (BC) S.à r.l., and converted to ordinary shares are disclosed in Note 24 of the 2016 Annual Report & Accounts. There are no balances with Bain Capital Investors LLC at the period end date.

During the period, Figgs Topco Limited issued 10,000,000 A shares to Diamond (BC) S.à r.l., (wholly-owned by Bain Capital Investors LLC). Additionally, on Ibstock plc issued 50,000 ordinary shares on incorporation to Diamond (BC) S.à r.l., (wholly-owned by Bain Capital Investors LLC). A shares were converted as part of the Group reorganisation during the period. See Note 24 of the Group consolidated financial statements.

Transactions with related parties during the period also include management subscriptions for shares of GBP0.6 million, see Note 27 of the Group consolidated financial statements and the Directors' Remuneration Report on pages 58 to 73 of the 2016 Annual Report & Accounts.

See Note 7 of the Group consolidated financial statements for details of key management personnel remuneration.

During the prior period an interest-free loan totalling GBP346,000 was outstanding from a UK director of a UK subsidiary company that was provided for relocation purposes. This was paid back before the prior year-end

For further information contact:

 
 Ibstock plc 
 Robert Douglas, Company 
  Secretary                 + 44 (0)1530 257 211 
 
 Citigate Dewe Rogerson     + 44 (0)20 7638 9571 
 Kevin Smith 
 Nick Hayns 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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