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)