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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 | |
---|---|---|---|---|---|---|---|---|---|---|
1.00 | 0.18% | 572.00 | 569.00 | 574.00 | 578.00 | 567.00 | 578.00 | 48,048 | 16:35:26 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Btld & Can Soft Drinks,water | 400M | 38.5M | 0.3459 | 16.48 | 634.34M |
TIDMBAG
RNS Number : 0520L
Barr(A.G.) PLC
23 April 2015
23 April 2015
A.G. BARR p.l.c.
(the "Company")
Annual Report and Accounts and Notice of Annual General Meeting
Following the release on 24 March 2015 of the Company's financial results for the year ended 25 January 2015 (the "Final Results Announcement"), the Company announces it has today published its annual report and accounts for the year ended 25 January 2015 (the "Annual Report and Accounts").
The Annual Report and Accounts contains the notice convening the Company's one hundred and eleventh annual general meeting (the "AGM") (the "Notice of AGM"). The AGM will be held at the offices of KPMG LLP, 191 West George Street, Glasgow G2 2LJ on Wednesday, 27 May 2015 at 9.30 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 78):
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
-- 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 26 - 29):
Principal Risks and Uncertainties
The responsibility for risk management across the Group resides with the Board. The Board uses a risk framework which is designed to support the process for identifying, evaluating and managing both financial and non-financial risks.
There is an ongoing process in place for identifying, evaluating and managing the significant risks faced by the Group, which has operated throughout the year. The Group's risk management framework is designed to support this process, giving visibility and control of both financial and non-financial risks. This process involves review of the Group's risk register by the Audit Committee. In line with best practice, the register includes an assessment of the impact and likelihood of each risk together with the controls in place to mitigate the risk.
Internal audit work is undertaken by an independent organisation who develop an annual internal audit plan having reviewed the Group's risk register and following discussions with 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 control weaknesses and quantification of any associated risk together with a review of the status of actions to mitigate these risks.
The Audit Committee has also received reports from management in relation to specific risk items together with reports from external auditors, who consider controls only to the extent necessary to form an opinion as to the truth and fairness of the financial statements. The system of internal control is designed to manage, rather than eliminate, the risk of failure to achieve business objectives and it must be recognised that it can only provide reasonable and not absolute assurance against material misstatement or loss.
The directors confirm that they have carried out a robust assessment of the principal risks facing the company, including those that would threaten its business model, future performance, solvency or liquidity.
The risks and corresponding mitigation set out below represent the principal uncertainties that the Board believes may impact the Group's ability to deliver effectively its strategy.
Risks Relating to the Group
Mitigating Risk Impact Actions ---------------------------- ------------------------- -------------------------------------- Adverse publicity Adverse publicity It remains the Group's policy in relation to in relation to to ensure that we operate the Group or the Group or within the boundaries of its brands. its brands could compliance in the areas of have an adverse legislation, health and safety impact on the and ethical working standards Group's reputation, and these are regularly reviewed consumer consumption by the Board and management patterns, sales committee. The Group maintains and operating and develops ISO 9001 and profits. 14001 systems which are subject to annual external audits with any non-conformances actioned in a timely manner. Within the Group there is a clearly defined and communicated Corporate Social Responsibility Policy. Quality standards are well defined, implemented and measured. The Group offers a range of branded products many of which are low calorie or sugar free. Nutritional information is shown on all of our products and we have signed up to the U.K. Government's package labelling arrangements. ---------------------------- ------------------------- ---------------------------------------- Failure or non-availability The Group would Assets within the Group are of the Group's be affected if proactively managed whether operational infrastructure. there was a catastrophic this be intangible brand failure of its assets, plant and equipment, major production people or IT systems. Robust or distribution disaster recovery and incident facilities which management plans exist and led to a sustained are formally tested. Contingency loss in capacity measures are in place and or capability. are regularly tested. ---------------------------- ------------------------- ---------------------------------------- Failure of the The maintenance IT assets within the Group Group's Information and development are proactively managed and Technology systems. of Information procedures exist that support Technology systems rapid and clean recovery. may result in Robust disaster recovery systems failures, and incident management plans including cyber exist and are formally tested. security breaches Contingency measures are which may adversely in place and are regularly impact the Group's tested. ability to operate. ---------------------------- ------------------------- ---------------------------------------- Inability to Failure to maintain The Group invests considerable protect the intellectual the Group's intellectual effort in proactively protecting property rights property rights the intellectual property associated with could result rights associated with its current and future in the value current and future brands, brands. of our brands through trademark registration being eroded. and vigorous legal enforcement as and when required. ---------------------------- ------------------------- ---------------------------------------- Interruption The packaging The Group adopts centralised to, or significant and raw material purchasing arrangements to change in the components that ensure the best possible terms of, the the Group uses terms are negotiated. Group's supply for the production of packaging of its soft drink Contingency measures exist and raw materials. products are and are tested regularly. largely commodities that are subject Supplier performance is reviewed to price and on a monthly basis and audits supply volatility are undertaken for major that could have suppliers. Overall commodity an adverse impact risks are reviewed and managed on the Group's by the purchasing and operations sales and operating teams and reviewed by the profits. Treasury Committee whose remit and authority levels are set by the Board. Together with the operations team, the Treasury Committee's remit focuses on the unpredictability of the cost of supply and seeks to minimise potential related adverse effects on the Group's financial performance through either forward purchasing or hedging known commodity requirements. ---------------------------- ------------------------- ---------------------------------------- Financial Risks. The Group's activities Our underlying objective expose it to is to secure budgeted exchange a variety of rates and thereby reduce financial risks the volatility through our which include cost of goods. Financial market risk (including risks are reviewed and managed medium term movements by the Treasury Committee in exchange rates, whose remit and authority interest rate levels are set by the Board. risk and commodity The Treasury Committee seeks price risk), to minimise adverse effects credit risk and on the Group's financial liquidity risk. performance through hedging known currency exposures whilst reviewing the appropriateness of the interest rate hedging policy throughout the year. 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. ---------------------------- ------------------------- ---------------------------------------- Change programmes A number of change Appropriate governance structures may not deliver programmes designed are put in place to provide the benefits to improve the the required frameworks to intended. effectiveness supervise, monitor, control, and efficiency direct and manage change of the end to programmes. end operating, administrative These structures review the and financial scope of change programmes systems and processes and related project plans continue to be and project resources, monitoring undertaken. There progress against set deliverables. is a risk that External support is utilised these programmes when the Group is unable will not fully to support the project solely deliver the expected from internal resources. operational benefits within the timescales expected. There is also the risk that the change programmes lead to disruption to production, administrative and financial processes and could impact customer service and/or operating margins. ---------------------------- ------------------------- ---------------------------------------- Increasing funding The triennial The Group's finance team needs or obligations valuation of works closely with the Pension in respect of the Group's defined Scheme Investment Sub Committee the Group's pension benefit pension and the Pension Trustees scheme arrangements. scheme may highlight to ensure that an appropriate a worsening funding Investment Strategy is in position that place to fund future pension requires the requirements at acceptable Group to invest levels of risk. additional cash contributions or provide further assurance to cover future liabilities. ---------------------------- ------------------------- ---------------------------------------- RISKS RELATING TO THE MARKET ------------------------------------------------------- ---------------------------------------- Acquisition strategy Failure to deliver A robust initial evaluation fails to deliver expected return and diligence process exists expected returns could affect which clearly outlines expectations via either market overall performance, relative to agreed rates performance or net debt level, of return and clearly identifies under attainment share price, deliverables. of targeted synergies. management credibility and/or shareholder Sensitivity analysis of the appetite for key value drivers is also future acquisitions. undertaken. A dedicated integration and project management team is established pre-completion and a 100 day plan established against which progress is actively monitored. Finally, a six monthly review of performance relative to the acquisition model is undertaken. ---------------------------- ------------------------- ---------------------------------------- Failure to take A decline in The Group offers a range account of changing sales of key of brands that it manufactures market dynamics. brands or a failure and distributes through a to renew trading cross section of trade channels agreements on and retailers. Performance favourable terms is monitored closely by the or reduction Board and management committee. in the customer This includes monitoring base could have and tracking of metrics which an adverse impact review brand equity strength, on the Group's together with monitoring sales and operating of financial and operational profits. performance. The Group focuses on delivering high quality products and invests heavily in building brand equity. Contact is maintained with all of the Group's major customers through regular sales force interaction and members of the senior management team meet with key customers throughout the year. ---------------------------- ------------------------- ---------------------------------------- Changes in consumer Consumers may The Group offers a range preferences, decide to purchase of branded products across perception or and consume alternative a range of flavours, subcategories purchasing behaviour. brands or spend and geographies which offer less on soft choice to the end consumer. drinks. Changing consumer preferences are reviewed annually by the Board with reference to qualitative and quantitative research. Spontaneous and prompted brand awareness levels are monitored in order to measure any changes in consumer knowledge of brands and/or changes in brand equity strength. ---------------------------- ------------------------- ---------------------------------------- Changes in regulatory Changing legislation The Group proactively engages requirements. may impact our with the relevant authorities, ability to market including the British Soft or sell certain Drinks Association, The Food products or could Standards Agency and the cause the Group General Counsel of Scotland to incur additional to ensure full participation costs or liabilities in the future development that could adversely of and compliance with relevant affect its business. legislation. It remains the Group's policy to ensure that employees are aware of their responsibilities and all applicable regulatory requirements. Formal training sessions are undertaken throughout the year. An audit against changing legislative requirements is undertaken annually by the in house legal team. ---------------------------- ------------------------- ---------------------------------------- Potential impact Changes to legislation The impact of changes to of taxation changes. may vary the the taxation legislation taxation levels is reviewed regularly. associated with the sale or consumption The Group will seek to remain of soft drinks commercially competitive which could impact by passing on any resulting sales and operating cost differential through profits. price amendments to customers. ---------------------------- ------------------------- ----------------------------------------
Appendix C: Related party transactions
The following related party transactions are extracted from the Annual Report and Accounts (pages 124 - 125):
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:
Sales of goods and Purchase of services goods and services ----------------------- -------------------- --------------------- 2015 2014 2015 2014 GBP000 GBP000 GBP000 GBP000 ----------------------- --------- --------- ---------- --------- Rubicon Drinks Limited 40,095 37,268 52,349 52,692 ----------------------- --------- --------- ---------- --------- Findlays Limited - - 128 148 ----------------------- --------- --------- ---------- ---------
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 due Amounts owed by related to related parties parties ----------------------- ------------------------- ---------------- 2015 2014 2015 2014 GBP000 GBP000 GBP000 GBP000 ----------------------- ------------ ----------- ------- ------- Rubicon Drinks Limited - - 51,074 40,948 ----------------------- ------------ ----------- ------- ------- Findlays Limited - - 2,962 2,476 ----------------------- ------------ ----------- ------- -------
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:
2015 2014 GBP000 GBP000 --------------------------------- ------- ------- Salaries and short term benefits 3,356 2,601 --------------------------------- ------- ------- Pension and other costs 347 339 --------------------------------- ------- ------- Share-based payments 19 30 --------------------------------- ------- ------- 3,722 2,970 --------------------------------- ------- -------
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 GBP503,756 (2014: GBP393,886) for administration services in respect of the retirement benefit plans. At the year end GBPnil (2014: 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
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