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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 | 0.35% | 566.00 | 562.00 | 565.00 | 572.00 | 559.00 | 563.00 | 75,471 | 16:35:12 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Btld & Can Soft Drinks,water | 317.6M | 33.9M | 0.3046 | 18.45 | 625.44M |
TIDMBAG
RNS Number : 6019D
Barr(A.G.) PLC
27 April 2017
A.G. BARR p.l.c. (the "Company")
27 April 2017
Annual Report and Accounts and Notice of Annual General Meeting
Following the release on 28 March 2017 of the Company's financial results for the year ended 28 January 2017 (the "Final Results Announcement"), the Company announces it has today published its annual report and accounts for the year ended 28 January 2017 (the "Annual Report and Accounts").
The Annual Report and Accounts contains the notice convening the Company's one hundred and thirteenth annual general meeting (the "AGM") (the "Notice of AGM"). The AGM will be held at the offices of Deloitte LLP, 110 Queen Street, Glasgow, G1 3BX on Wednesday, 31 May 2017 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 36 to 37 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 31 - 35):
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 successful strategy execution.
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 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 48.
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 principal risks as determined by the Board are listed in the table below, together with corresponding mitigating actions. This 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 has created a volatile and uncertain economic environment. Like many other businesses, we are closely following developments in this area. We believe that it is still too early to quantify or determine with any certainty the impact on the Group of the UK leaving the European Union. 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. We will continue to monitor developments and adapt our strategy as the impact of the UK exit from the European Union becomes clear.
Principal risks and uncertainties
Risks relating to the Group
Risk Impact Mitigating actions ---------------------- ------------------------- ----------------------------------- Changes in Consumers may The Group offers a broad consumer preferences, decide to purchase range of branded products perception and consume alternative across a range of flavours, or purchasing brands or spend subcategories and markets behaviour less on soft drinks. which offer choice to the end consumer. Changing consumer attitudes and behaviours are monitored on an ongoing basis and inform our brand plans and new product development. ====================== ========================= =================================== Changing consumer Consumers may The Group offers a broad attitudes decide to purchase range of branded products, towards sugar/further and consume alternative many of which are low sugar government brands or spend or sugar free. We announced intervention less on sugared on 1 March 2017 that we on sugar soft drinks. will accelerate our long-standing sugar reduction programme so that over 90% of our Company owned soft drinks portfolio by volume will contain less than 5g of total sugars per 100ml by the autumn of 2017. Our new product development activity is focused on development of lower calorie products and our marketing programmes incorporate our lower calorie choices.
We are working constructively with the government in relation to the proposed sugar tax, with the aim of ensuring the optimal outcome for the Group. ====================== ========================= =================================== Adverse publicity Adverse publicity Our risk management process in relation in relation to is designed to identify to the soft the soft drinks and monitor events that drinks industry, industry, the may impact the Group as the Group Group or its brands a result of adverse publicity or its brands could have and to ensure that controls an adverse impact are in place to manage these on the risks. Group's reputation, consumer consumption We liaise with relevant patterns, sales industry bodies who work and operating with government and policy profits. makers. 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. Processes are in place to ensure compliance with health and safety legislation and ethical working standards and these are regularly reviewed by the Board and management committee. Quality 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. ====================== ========================= =================================== Failure to Failure to maintain The Group offers a broad maintain customer appropriate customer range of brands that it relationships relationships manufactures and distributes or take account or a reduction through a variety of trade of changing in the customer channels and customers. market dynamics base could have Performance is monitored an adverse impact closely by the Board and on the Group's management committee by sales and operating trade channel and customer profits. as appropriate. This includes monitoring of metrics which 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. ====================== ========================= =================================== Inability Failure to protect The Group invests considerable to protect the Group's intellectual effort in proactively protecting the Group's property rights its intellectual property intellectual could result in rights, for example through property rights a loss of trademark and design registrations brand value. and vigorous legal enforcement as and when required. ====================== ========================= =================================== Failure of A catastrophic Assets within the Group the Group's failure of the are proactively managed operational Group's major and maintained. Risk assessments infrastructure production or are carried out on a regular distribution facilities basis and appropriate actions could lead taken. Robust business continuity to a sustained plans are in place and are loss in capacity regularly tested. or capability. ====================== ========================= =================================== Loss of continuity The loss of continuity There is a robust supplier of supply of supply selection process in place. of major raw of major raw material Supplier performance is materials ingredients and/or monitored on an ongoing packaging materials basis and audits are undertaken could impact our for major suppliers. Multiple ability to manufacture, sources of supply are sourced with an adverse wherever possible. Commodity impact on the risks are managed by the Group's sales procurement team and reviewed and operating by the Treasury and Commodity profits. Committee. Contingency measures are in place and are tested regularly. ====================== ========================= =================================== Loss of product A loss of product Appropriate risk assessments integrity integrity in the are carried out on a regular manufacturing basis and robust quality supply chain controls and processes are could lead to in place to maintain the a product high quality of our products. withdrawal or Product recall procedures recall. are tested regularly. ====================== ========================= =================================== Failure of A failure of critical IT assets within the Group critical IT IT systems could are proactively managed systems result in a loss and procedures exist that of key systems, support rapid and clean business interruption, recovery. Robust business lost sales or continuity plans and contingency lost production. measures are in place and are regularly tested. ====================== ========================= =================================== Financial The Group's activities Our underlying objective risks expose it is to secure budgeted exchange to a variety rates and thereby reduce of 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 and Commodity in exchange rates, Committee, which seeks to interest rate minimise adverse effects risk and commodity on the Group's financial price risk), credit performance through hedging risk and known currency exposures liquidity risk. 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. ====================== ========================= ===================================
Viability statement
In accordance with provision C.2.2 of the UK Corporate Governance Code 2014, the directors have assessed the viability of the Company over a three year period to January 2020, taking account of the Group's current position and the Group's principal risks, as detailed in the Strategic Report. 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 2020.
In making this statement, the directors have considered the resilience of the Group in severe but plausible scenarios, taking account of its current position and prospects, the principal risks facing the business and how these are managed. This assessment has considered the potential impact of these risks on the Company's business model, future performance, solvency and liquidity over the three year period. The following four principal risks were selected for enhanced stress testing: changing consumer preferences, loss of product integrity, major raw material supply disruption and the sugar tax. These are the principal risks assessed to have the highest probability of occurrence or the most severe impact; they were stress tested both individually and in combination, 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.
The Board selected the period of three years as an appropriate period for the Company's viability statement for the following reasons:
-- the Company operates on a three year business cycle; and
-- management currently use three year forecasts as part of the business planning process and capital investment cycle.
Appendix C: Related party transactions
The following related party transactions are extracted from the Annual Report and Accounts (pages 126-127):
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 -------------------- --------------------- 2017 2016 2017 2016 GBPm GBPm GBPm GBPm ----------------------- --------- --------- ---------- --------- Rubicon Drinks Limited 41.1 40.3 53.4 52.4 Funkin Limited - 0.5 - - ======================= ========= ========= ========== =========
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 20) and to subsidiary companies (note 22) are balances due by and due to dormant subsidiary companies.
Amounts due Amounts owed by related to related parties parties ------------------------- ------------- 2017 2016 2017 2016 GBPm GBPm GBPm GBPm ----------------------- ------------ ----------- ------ ----- Rubicon Drinks Limited - - 72.0 62.2 Funkin Limited 0.5 0.5 - - Findlay's Limited - - 2.9 2.9 ======================= ============ =========== ====== =====
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:
2017 2016 GBPm GBPm --------------------------------- ----- ----- Salaries and short term benefits 3.2 3.3 Pension and other costs 0.5 0.5 Share-based payments - 0.1 ================================= ===== ===== 3.7 3.9 ================================= ===== =====
The Directors' Remuneration Report can be found on pages 51 to 76.
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 (2016: GBP0.3m) for administration services in respect of the retirement benefit plans. At the year end GBPnil (2016: 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
MSCPGUMUCUPMGAM
(END) Dow Jones Newswires
April 27, 2017 11:08 ET (15:08 GMT)
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