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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Barr (a.g.) Plc | LSE:BAG | London | Ordinary Share | GB00B6XZKY75 | ORD 4 1/6P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 2.00 | 0.36% | 560.00 | 557.00 | 560.00 | 560.00 | 558.00 | 558.00 | 11,619 | 13:44:41 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Btld & Can Soft Drinks,water | 317.6M | 33.9M | 0.3046 | 18.38 | 623.22M |
From Apr 2019 to Apr 2024
TIDMBAG
RNS Number : 1306M
Barr(A.G.) PLC
25 April 2018
A.G. BARR p.l.c. (the "Company")
25 April 2018
Annual Report and Accounts and Notice of Annual General Meeting
Following the release on 27 March 2018 of the Company's financial results for the year ended 27 January 2018 (the "Final Results Announcement"), the Company announces it has today published its annual report and accounts for the year ended 27 January 2018 (the "Annual Report and Accounts").
The Annual Report and Accounts contains the notice convening the Company's one hundred and fourteenth annual general meeting (the "AGM") (the "Notice of AGM"). The AGM will be held at the offices of Ernst and Young LLP, 5 George Square, Glasgow, G2 1DY on Wednesday, 30 May 2018 at 11.00 a.m.
A copy of the Annual Report and Accounts, which includes the Notice of AGM, is available to view on the Company's website: www.agbarr.co.uk
In accordance with Disclosure and Transparency Rule 6.3.5(2)(b), additional information is set out in the appendices to this announcement.
The Final Results Announcement included a set of condensed financial statements and a fair view of the development and performance of the business and the position of the Company.
A copy of the Annual Report and Accounts, including the Notice of AGM, together with a copy of the proxy form in relation to the AGM will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm
Appendices
Where used in the following appendices, the term "Group" means the Company together with its subsidiaries.
Appendix A: Directors' responsibility statement
The following directors' responsibility statement is extracted from the Annual Report and Accounts (page 77):
Directors' statement pursuant to the disclosure and transparency rules
Each of the directors, whose names and functions are set out on pages 38 to 39 of this report, confirm that, to the best of their knowledge:
-- the financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities and financial position of the Group and parent Company and of the consolidated profit;
-- the Annual Report and Accounts includes a fair review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties faced by the Group; and
-- they consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.
Appendix B: A description of the principal risks and uncertainties that the Company faces
The following description of the principal risks and uncertainties that the Company faces is extracted from the Annual Report and Accounts (pages 34 - 37):
Risk Management Approach
The Board is responsible for the Group's risk management and internal control systems and for reviewing their effectiveness, supported by the Audit Committee and the Risk Committee. A risk management framework is in place which sets out the ongoing processes for the identification, assessment and management of risks, and for their ongoing monitoring and review. The Board has defined its risk appetite in a number of key areas for the business - this sets out the relative level of risk that the Group is prepared to seek or accept in the pursuit of its strategic objectives. The aim is to ensure that the risks taken by the Group fall within its defined risk appetite.
Effective risk management is essential to enable us to achieve our operational and strategic objectives and deliver long-term value creation. During the reporting period we have continued to focus on embedding a culture of risk management throughout the organisation which will contribute towards the successful execution of the Group's strategy.
Robust Risk Assessment
The risk management framework sets out a systematic approach to risk management which is designed to identify risks to the business, regardless of source. Once identified, risks are assessed according to the likelihood and impact of the risk occurring and an appropriate risk response is determined in line with the Group's risk appetite. Risks are re-assessed based on the strength of the mitigating controls implemented. The implementation of risk mitigation plans is subject to ongoing monitoring and review. A risk scoring matrix is used to ensure that a consistent approach is taken across the business at both a corporate and functional level. This risk assessment and review process is documented in the appropriate risk register. Risks are constantly reviewed on an ongoing basis; the Group's risk register is formally reviewed by the Risk Committee quarterly and by the Board and the Audit Committee twice each year.
Risk Control Assurance
Internal audit work is undertaken by an independent organisation which develops an annual internal audit plan having reviewed the Group's risk register and following discussions with the external auditors, management and members of the Audit Committee.
During the year the Audit Committee has reviewed reports covering the internal audit work. This has included assessment of the general control environment, identification of any control weaknesses and quantification of any associated risk, together with a review of the status of mitigating actions. The Audit Committee has also received reports from management in relation to specific risk items, together with reports from the external auditors, who consider controls to the extent necessary to form an opinion as to the truth and fairness of the financial statements.
The Group's internal control and risk management systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide only reasonable but not absolute assurance against material misstatement or loss.
The report of the Audit Committee can be found on page 45.
Principal Risks and Uncertainties
The Board has carried out a robust, systematic assessment of the principal risks facing the Group during the period, including those which would threaten its business model, future performance, solvency or liquidity. The table opposite sets out the Group's principal risks as determined by the Board, the gross risk movement from the prior year and examples of corresponding controls and mitigating actions. This represents the Group's current risk profile and is not intended to be an exhaustive list of all risks and uncertainties that may arise.
The UK's decision to leave the European Union created a volatile and uncertain economic environment which has continued over the past twelve months. Like many other businesses, we are closely following developments in this area. We have created a working group to monitor the potential impact of Brexit on the Group and to take appropriate actions, overseen by the Risk Committee. We believe that it is still too early to quantify or determine with any certainty the impact of Brexit on the Group. However, given that the Group is a UK-based group whose sales are predominantly made in the UK, our current assessment is that Brexit will not have a significant impact on the Group, other than through its effect on foreign exchange rates to which it is exposed through the purchase of certain commodities. The effect of Brexit on the free movement of people and the possible introduction of trade tariffs may also impact the Group, however we do not expect this impact to be significant. We will continue to monitor developments and adapt our strategy as the impact of Brexit becomes clear.
The gross risk movement from the prior year for each principal risk is presented as follows:
Hot Features
Premium
Movement
No change Increased Decreased New risk
Principal Risks and Uncertainties
Risks relating to the Group
Risk Impact Controls and mitigating actions Movement
---------------- ----------------------- ------------------------------------- -------------
Changes Consumers The Group offers a broad No
in consumer may decide range of branded products change
preferences, to purchase across a range of flavours,
perception and consume subcategories and markets
or purchasing alternative which offer choice to the
behaviour brands or end consumer.
spend less Changing consumer attitudes
on soft drinks. and behaviours are monitored
on an ongoing basis and
inform our brand plans and
new product development.
Through increased focus
and investment in both reformulation
and innovation across the
year we have adapted our
portfolio to align with
these changing consumer
needs.
================ ======================= ===================================== ===========
Consumer Consumers We announced on 1 February New
rejection may decide 2018 that, following an risk
of reformulated to purchase extension of our innovation
products and consume and reformulation programme,
alternative we expect that up to 99%
brands or of our soft drinks portfolio
spend less by volume will contain less
on soft drinks. than 5g of total sugars
per 100ml before the implementation
of the Soft Drinks Industry
Levy in April 2018. Hence
the nature of the principal
risk disclosed last year
"Changing consumer attitudes
towards sugar/further government
intervention on sugar" has
changed to become one of
the risk of consumer rejection
of our reformulated products.
The risk of further government
intervention on sugar remains,
however we do not currently
consider this to be a principal
risk.
We conducted an extensive
research and testing programme
in the years prior to the
launch of our reformulated
products to ensure that
we have an excellent taste
match for each reformulated
product.
================ ======================= ===================================== ===========
Loss of A loss of Appropriate risk assessments No
product product integrity are carried out on a regular change
integrity in the manufacturing basis and robust quality
supply chain controls and processes are
could lead in place to maintain the
to a product high quality of our products.
withdrawal Product recall procedures
or recall. are tested regularly.
================ ======================= ===================================== ===========
Loss of The loss of There is a robust supplier Decreased
continuity continuity selection process in place.
of supply of supply Supplier performance is
of major of major raw monitored on an ongoing
raw materials material ingredients basis and audits are undertaken
and/or packaging for major suppliers. Multiple
materials sources of supply are sourced
could impact wherever possible. During
our ability the year a second supplier
to manufacture, of carbon dioxide was appointed
with an adverse and additional carbon dioxide
impact on tanks were placed at Milton
the Group's Keynes and Bellshill.
sales and Commodity risks are managed
operating by the procurement team
profits. and reviewed by the Treasury
and Commodity Committee.
Contingency measures are
in place and are tested
regularly.
================ ======================= ===================================== ===========
Adverse Adverse publicity Our risk management process
publicity in relation is designed to identify Increased
in relation to the soft and monitor events that
to the drinks industry, may impact the Group as
soft drinks the Group a result of adverse publicity
industry, or its brands and to ensure that controls
the Group could have are in place to manage these
or its an adverse risks.
brands impact on Processes are in place to
the Group's ensure compliance with health
reputation, and safety legislation and
consumer consumption ethical working standards
patterns, and these are regularly
sales and reviewed by the Board and
operating Management Committee. Quality
profits. standards are well defined,
implemented and monitored.
A Corporate Social Responsibility
Committee is in place, with
a clearly defined and communicated
Corporate Social Responsibility
Policy. The Group maintains
and develops ISO 9001 and
14001 systems and BRC standards
which are subject to annual
external audits, with any
non-conformances addressed
in a timely manner.
Nutritional information
is shown on all of our products
and we have signed up to
the UK Government's voluntary
front-of-pack nutritional
labelling scheme.
During the year there has
been an increased level
of environmental lobbying
in relation to packaging
waste, particularly single
use plastic bottles. We
are working constructively
with the British Soft Drinks
Industry, the UK and Scottish
governments, and other key
stakeholders in relation
to potential interventions,
such as the planned introduction
of a Deposit Return Scheme
("DRS") in Scotland or the
possible introduction of
a single use plastics tax.
================ ======================= ===================================== ===========
Failure Failure to The Group offers a broad Increased
to maintain maintain appropriate range of brands that it
customer customer relationships manufactures and distributes
relationships or a reduction through a variety of trade
or take in the customer channels and customers.
account base could Performance is monitored
of changing have an adverse closely by the Board and
market impact on Management Committee by
dynamics the Group's trade channel and customer
sales and as appropriate. This includes
operating monitoring of metrics which
profits. review brand equity strength,
financial and operational
performance.
The Group focuses on delivering
high quality products and
invests heavily in building
brand equity. We work closely
in partnership with our
customers on an ongoing
basis. Members of the senior
management team meet with
key customers throughout
the year.
The recent consolidation
in the retail grocery market
on the Group has increased
the level of gross risk
in this area. During the
year a project was undertaken
to determine the potential
impact of this consolidation
in the retail grocery market
on the Group and to take
appropriate actions; this
will be a continued area
of focus over the following
year.
================ ======================= ===================================== ===========
Inability Failure to The Group invests considerable No
to protect protect the effort in proactively protecting change
the Group's Group's intellectual its intellectual property
intellectual property rights rights, for example through
property could result trademark and design registrations
rights in a loss and vigorous legal enforcement
of brand value. as and when required.
================ ======================= ===================================== ===========
Failure A catastrophic Assets within the Group No
of the failure of are proactively managed change
Group's the Group's and maintained. Risk assessments
operational major production are carried out on a regular
infrastructure or distribution basis and appropriate actions
facilities taken. Robust business continuity
could lead plans are in place and are
to a sustained regularly tested.
loss in capacity
or capability.
================ ======================= ===================================== ===========
Failure A failure IT assets within the Group No
of critical of critical are proactively managed change
IT systems IT systems and procedures exist that
could result support rapid and clean
in a loss recovery. Robust business
of key systems, continuity plans and contingency
business interruption, measures are in place and
lost sales are regularly tested. During
or lost production. the year an employee cyber
training programme was implemented
to increase employee cyber
risk awareness.
================ ======================= ===================================== ===========
Financial The Group's Our underlying objective No
risks activities is to secure budgeted exchange change
expose it rates and thereby reduce
to a variety the volatility through our
of financial cost of goods. Financial
risks which risks are reviewed and managed
include market by the Treasury and Commodity
risk (including Committee, which seeks to
medium term minimise adverse effects
movements on the Group's financial
in exchange performance through hedging
rates, interest known currency exposures
rate risk throughout the year. Brexit
and commodity is expected to continue
price risk), to affect foreign exchange
credit risk rates to which the Group
and liquidity is exposed through the purchase
risk. of certain commodities.
The Group's finance team
reviews cash flow forecasts
throughout the year, with
headroom against banking
covenants assessed regularly.
The finance team uses external
tools to assess credit limits
offered to customers, manages
trade receivable balances
vigilantly and takes prompt
action on overdue accounts.
The Group's financial control
environment is subject to
review by both internal
and external audit. Internal
audit's focus is to work
with and challenge management
to ensure an appropriate
control environment is maintained.
================ ======================= ===================================== ===========
Third party Termination We have robust strong relationships New
relationships of existing with our various partners risk
partnerships and proactively manage the
or renewal effective building of our
on less favourable partners' brands.
terms could This risk has been introduced
result in as a new principal risk
lost brand this year, given the increasing
contribution scale of our partnership
and under-recovery arrangements and their importance
of supply to the delivery of our strategy,
chain infrastructure particularly in light of
costs. our new recent partnerships
with San Benedetto and Bundaberg.
================ ======================= ===================================== ===========
Viability Statement
In accordance with provision C.2.2 of the UK Corporate Governance Code 2016, the directors have assessed the viability of the Company over a three year period to January 2021, taking account of the Group's current financial and market position, future prospects and the Group's principal risks, as detailed in the Strategic Report.
The directors have determined that a three year period is an appropriate timeframe for the assessment given the dynamic nature of the FMCG sector and this is in line with the Group's strategic planning period. The starting point for the viability assessment is the strategic and financial plan, which makes assumptions relating to the economic climate, market growth, input cost inflation and growth from the Company's value drivers. The prospects of the Group have been taken into account, including the size of the current market, the strength of the Group's brands and recent investment in production capability. This model was then subject to a series of theoretical "stress test" scenarios based on the materialisation of principal risks that included both the impact of severe but plausible scenarios for each principal risk and also scenarios that considered the impact should these principal risks occur at the same time. Some of the scenarios considered included a significant and sustained change in consumer preferences and the impact of a breakdown in the supply chain resulting in a disruption to supply. The assessment performed indicates that in certain extreme scenarios, there would be a need to extend the credit facilities, due to reduce in 2020, back to current levels. Given the Group's current net debt/EBITDA ratio and that forecast under these scenarios, the directors are confident this would be obtained.
The results of these tests were reviewed taking account of the Group's current position, the Group's experience of managing adverse conditions in the past and the mitigating actions available to the business. A reverse stress test was also performed, allowing the Board to assess scenarios and circumstances that would render its business model unviable and enabling the identification of potential business vulnerabilities and the development of appropriate mitigating actions. Based on this assessment, the directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three year period to January 2021.
Appendix C: Related party transactions
The following related party transactions are extracted from the Annual Report and Accounts (pages 132):
Related party transactions
Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation. Details of transactions between the Company and related parties are as follows:
Purchase of
Sales of goods goods and
and services services
======================= ---------------- -------------
2018 2017 2018 2017
GBPm GBPm GBPm GBPm
======================= ======= ======= ====== =====
Rubicon Drinks Limited 44.3 41.1 57.6 53.4
Funkin Limited 0.9 - - -
======================= ======= ======= ====== =====
The amounts disclosed in the table below are the amounts owed to and due from subsidiary companies that are trading subsidiaries. The difference between the total of these balances and the amounts disclosed as amounts due by (Note 19) and to subsidiary companies (Note 21) are balances due by and due to dormant subsidiary companies.
Amounts owed Amounts due
by related to related
parties parties
======================= -------------- -------------
2018 2017 2018 2017
GBPm GBPm GBPm GBPm
======================= ====== ====== ====== =====
Rubicon Drinks Limited - - 82.8 72.0
Funkin Limited 0.2 0.5 - -
======================= ====== ====== ====== =====
Compensation of key management personnel
The remuneration of the executive directors and other members of key management (the Management Committee) during the year was as follows:
2018 2017
GBPm GBPm
================================= ===== =====
Salaries and short term benefits 4.2 3.2
Pension and other costs 0.6 0.5
Share-based payments 0.1 -
================================= ===== =====
4.9 3.7
================================= ===== =====
The Directors' Remuneration Report can be found on pages 48 to 71.
Retirement benefit plans
The Group's retirement benefit plans are administered by an independent third party service provider. During the year the service provider charged the Group GBP0.4m (2017: GBP0.4m) for administration services in respect of the retirement benefit plans. At the year end GBPnil (2017: GBPnil) was outstanding to the service provider on behalf of the retirement benefit plans.
END.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACSPGURGCUPRGAA
(END) Dow Jones Newswires
April 25, 2018 11:19 ET (15:19 GMT)
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