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Share Name Share Symbol Market Type Share ISIN Share Description
Colefax Group Plc LSE:CFX London Ordinary Share GB0002090453 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 540.00 520.00 560.00 545.00 540.00 545.00 2,500 08:00:03
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Household Goods & Home Construction 78.4 2.2 21.4 25.2 75

Colefax Group PLC Final Results

14/09/2020 7:00am

UK Regulatory (RNS & others)


Colefax (LSE:CFX)
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TIDMCFX

RNS Number : 8146Y

Colefax Group PLC

14 September 2020

AIM: CFX

14 September 2020

COLEFAX GROUP PLC

("Colefax" or the "Group")

Preliminary Results for the year ended 30 April 2020

Colefax is an international designer and distributor of furnishing fabrics & wallpapers and owns a leading interior decorating business. The Group trades under five brand names, serving different segments of the soft furnishings marketplace; these are Colefax and Fowler, Cowtan & Tout, Jane Churchill, Manuel Canovas and Larsen.

Key Points

-- Worldwide Covid-19 'lockdowns' significantly impacted sales, with the majority of showrooms, customers and suppliers closed for varying periods

   --      Sales decreased by 9.3% to GBP78.36m (2019 - GBP86.36m) 
   --      Pre-tax profit decreased by 57.3% to GBP2.18m (2019 - GBP5.10m), including: 
   -     one-off charge of GBP0.71m relating to operational integration and 
   -     non-cash charge of GBP0.71m relating to adoption of IFRS 16 Leases 
   -     excluding these two items, pre-tax profit reduced by 29% to GBP3.59 million 
   --      Earnings per share decreased by 46% to 21.4p (2019 - 39.3p) 
   --      Cash at 30 April 2020 increased to GBP11.5m (2019 - GBP9.5m). 
   --      Board is not proposing a final dividend 

-- Fabric Division sales decreased by 5.8% to GBP67.03m (2019 - GBP71.15m) and by 7.3% on constant currency basis

   -     US sales down by 2.0%, UK sales down by 10.6% and Europe sales down by 11.1% 

- in the last six weeks of FY 2020, Fabric Division sales reduced by 45% against the same period last year

-- Decorating Division sales decreased as expected to GBP8.96m (2019 - GBP12.50m) against an outperformance in the prior year

   --      Group utilised government support programmes where appropriate 

David Green, Chief Executive of Colefax, said:

" The Covid-19 pandemic started to have a major impact on the Group in the last six weeks of the financial year ended 30 April 2020 and continued into the current year.

"The most significant impact on sales was during the total lockdown period and as restrictions have been eased we have seen a good recovery in core Fabric Division sales. Current sales trends are ahead of our initial expectations at the start of the pandemic. Sales in July and August were ahead of the prior year and we believe that this is not simply due to deferred sales but also reflects new business arising as a result of the lockdowns .

"The Group has a strong balance sheet with significant liquidity and is well placed to navigate even a severe recession and take advantage of any opportunities that may arise.

"Throughout the pandemic our priority has been the health and safety of our staff, customers and suppliers. Our staff in particular have made an extraordinary effort to respond to the challenges we have faced and I am extremely grateful to every one of them for the sacrifices they have made and for their hard work and loyalty to the Group."

Enquiries:

 
 Colefax Group plc     David Green, Chief         Tel: 020 7318 6021 
                        Executive 
                       Rob Barker, Finance 
                        Director 
 KTZ Communications    Katie Tzouliadis, Dan      Tel: 020 3178 6378 
                        Mahoney 
 Peel Hunt LLP         Adrian Trimmings, Andrew   Tel: 020 7418 8900 
  (Nominated Advisor    Clark 
  And Broker) 
 

COLEFAX GROUP PLC

CHAIRMAN'S STATEMENT

Financial Results

Group sales for the year to 30 April 2020 decreased by 9.3% to GBP78.36 million (2019 - GBP86.36 million) and decreased by 10.5% on a constant currency basis. Pre-tax profits decreased by 57.3% to GBP2.18 million (2019 - GBP5.10 million) and earnings per share decreased by 46% to 21.4p (2019 - 39.3p). The pre-tax profit for the year includes one-off charges of GBP714,000 relating to the integration of our UK and US Fabric Division operations of which GBP645,000 was non-cash. In addition the adoption of IFRS 16 Leases resulted in extra non-cash charges of GBP705,000. Excluding these two items pre-tax profit reduced by 29% to GBP3.59 million.

Our financial year-end on 30 April 2020 was in the middle of worldwide lockdowns to control the Covid-19 pandemic. As far as possible the Group has remained operational throughout the crisis but with the majority of our showrooms, customers and suppliers closed for varying periods of time the lockdowns inevitably had a significant impact on sales. In the last six weeks of our financial year sales in our core Fabric Division were down by GBP4.2 million or 45% on a like-for-like basis. The Group utilised government support where appropriate and GBP280,000 of furlough income is included in the income statement under other operating income. This helped to offset some of the losses arising from the restrictions put in place to control the virus.

Part of the reduction in Group sales and profit before tax was due to our Decorating Division which made a profit of GBP121,000 (2019 - GBP1.1 million) on sales of GBP8.96 million (2019 - GBP12.5 million). The prior year's performance was exceptional and the GBP974,000 reduction in Decorating Division profit was not due to the impact of Covid-19.

When the likely sales impact of the lockdown measures first became apparent the Board took action to conserve cash including cancelling the interim dividend of 2.6p payable on 9 April 2020. Given the adverse impact of Covid-19 on profitability and ongoing uncertainty over the extent of the post lockdown recovery, the Board have decided not to propose a final dividend for the year ended 30 April 2020.

The Group ended the year with net cash of GBP11.5 million (2019 - GBP9.5 million). This balance includes a US loan receipt of GBP968,000 under the coronavirus related CARES Act. Allowing for this loan the Group started the current year with net cash of GBP10.6 million and is in a strong position to manage the adverse consequences of the coronavirus pandemic.

Product Division

-- Fabric Division - Portfolio of Five Brands: "Colefax and Fowler", "Cowtan and Tout", "Jane Churchill", "Manuel Canovas" and "Larsen".

Sales in the Fabric Division, which represent 86% of Group turnover, decreased by 5.8% to GBP67.03 million (2019 - GBP71.16 million) but decreased by 7.3% on a constant currency basis. Most of the sales decline took place in the last six weeks of the financial year during worldwide lockdowns to control Covid-19. For the ten months to February 2019 Fabric Division sales were down by 2.2% on a constant currency basis. Trading was in line with expectations in the first two weeks of March but in the last six weeks of the financial year sales declined by GBP4.2 million or 45% on a constant currency basis.

Pre-tax profit decreased by 46.1% to GBP2.0 million (2019 - GBP3.71 million). Excluding one-off UK-US operational integration costs of GBP714,000 and a non cash cost of GBP679,000 from adopting IFRS 16 Leases, pre-tax profits decreased by 9% to GBP3.4 million. The profit impact of the decline in sales was partly offset by a stronger US Dollar exchange rate which averaged $1.26 during the year and improved gross profit margins in the US by GBP427,000.

As a result of the Covid-19 pandemic sales trends prior to the virus are no longer a helpful guide to the future. It is more meaningful to look at the rate at which sales are recovering as lockdown measures are eased. Not surprisingly this varies significantly by market and reflects differences in the timing of the lockdowns and their subsequent easing.

Sales in the US, which represent 62% of the Fabric Division's turnover, decreased by 2.0% and by 4.8% on a constant currency basis. For the ten months to the end of February sales were down by 0.5%. Like-for-like sales in March were down by 7% and April sales were down by 47%. Since the year end like for like sales were down by 36% in May, 20% in June but up by 3% in July and 4% in August.

In February 2020 we completed the refurbishment of our Los Angeles showroom and although we will not now see an immediate benefit we believe it will help to grow sales in the future. Operationally we have started to run-down fabric stocks at our US warehouse as part of the transfer of the majority of our warehouse operations to the UK. This project will be completed in the second half of the current year.

Sales in the UK, which represent 17% of the Fabric Division's turnover, decreased by 10.6%. For the ten months to the end of February sales were down by 4% reflecting fairly difficult trading conditions linked to a weak high-end housing market. In March when the UK lockdown started sales were down by 19% and in April sales were down by 73%. Since the year end like for like sales were down by 67% in May, 34% in June but encouragingly were up by 8% in July and 3% in August.

Sales in Continental Europe, which represent 19% of the Fabric Division's turnover, decreased by 11.1% and by 10.7% on a constant currency basis. For the ten months to the end of February sales in Europe were down by 3.6% reflecting weak economic conditions in most countries. The lockdowns in much of Europe started slightly earlier than the UK and sales in March were down by 24% and in April by 67%. Since the year end like-for-like sales were down by 35% in May and by 20% in June but were up by 14% in July and 8% in August. This is ahead of the US and UK and we attribute this to the earlier lockdowns that took place in Europe.

Sales in the Rest of the World, which represent just 2% of the Fabric Division's turnover, decreased by 11.6% during the year. Our major markets in the Rest of the World are the Middle East, China and Australia and we expect these territories to remain a small proportion of total Fabric Division sales

   --                          Furniture - Kingcome Sofas 

Sales of Kingcome furniture, which represent 3% of Product Division sales, decreased by 12.1% to GBP2.37 million (2019 - GBP2.70 million). Operating profit reduced by 62% to GBP100,000 (2019 - GBP262,000). At the end of February Kingcome was on course for another good year with sales up by 4% for the first ten months. When the lockdown started our London showroom closed and the majority of staff at our Devon factory were furloughed for three weeks after which production was restarted with a skeleton team. Sales are recognised when orders are delivered to the customer and very little furniture could be delivered during the April lockdown reducing sales by 69% compared to the prior year. The order book at the end of the year was only down by 1% but this was mainly due to the factory shutdown in April. The Kingcome Sofas showroom reopened in mid-June. Orders were down by 62% in May and 38% in June but up by 8% in July and 2% in August in line with the pattern seen in the UK Fabric Division.

Interior Decorating Division

Decorating sales, which account for 11% of Group turnover, decreased by 28.3% to GBP8.96 million (2019 - GBP12.50 million) and profits decreased to GBP121,000 (2019 - GBP1.1 million). This result follows two years of exceptional performance by the Decorating Division and although activity levels were significantly restricted in the last six weeks of the year the lockdowns were not the main reason for the reduction in sales and profit. The Decorating Division has a relatively fixed cost base and significant fluctuations in sales and profits are a feature of the business and occur due to variations in the timing of major projects. During the lockdowns it was not possible to travel overseas or visit new and existing clients. This will inevitably have some knock-on impact on the timing of projects and the volume of work that can be carried out in the current year. Restrictions on overseas travel are a particular concern because typically around 40% of Decorating Division sales relate to overseas projects.

Prospects

The Covid-19 pandemic started to have a major impact on the Group in the last six weeks of the financial year ended 30 April 2020 and continued into the current year. The timing of our year end means that two financial years will be significantly affected by the worldwide actions taken to contain the virus. The most significant impact on sales was during the total lockdown period and as restrictions have been eased we have seen a good recovery in core Fabric Division sales. Current sales trends are ahead of our initial expectations at the start of the pandemic. Sales in July and August were ahead of the prior year and we believe that this is not simply due to deferred sales but also reflects new business arising as a result of the lockdowns.

We have taken action to reduce costs wherever possible including salary cuts. The Group has a strong balance sheet with net cash at the start of the year of GBP10.6 million and is well placed to navigate even a severe recession and take advantage of any opportunities that may arise.

Throughout the pandemic our priority has been the health and safety of our staff, customers and suppliers. Our staff in particular have made an extraordinary effort to respond to the challenges we have faced and I am extremely grateful to every one of them for the sacrifices they have made and for their hard work and loyalty to the Group

David Green

Chairman

14 September 2020

 
 
  GROUP INCOME STATEMENT 
  For the year ended 30 April 2020 
 
                                                              2020                  2019 
                                                           GBP'000               GBP'000 
 
 
  Revenue                                                   78,364                86,355 
  Cost of sales                                           (34,602)              (39,496) 
 
 
  Gross profit                                              43,762                46,859 
  Operating expenses                                      (40,655)              (41,789) 
  Other income                                                 280                     - 
 --------------------------------------------   ------------------  -------------------- 
 
  Profit from operations                                     3,387                 5,070 
 
  Finance income                                                20                    25 
  Finance expense                                          (1,231)                     - 
 
 
  Profit before taxation                                     2,176                 5,095 
 
 
  Tax expense 
  -UK                                                        (269)                 (733) 
  -Overseas                                                     13                 (532) 
                                                             (256)               (1,265) 
 
 
  Profit for the year attributable to equity 
   holders of the parent                                     1,920                 3,830 
 
 
  Basic earnings per share                                   21.4p                 39.3p 
  Diluted earnings per share                                 21.4p                 39.3p 
 
 
 
 
  GROUP STATEMENT OF COMPREHENSIVE INCOME 
  For the year ended 30 April 2020 
 
                                                                      2020                  2019 
                                                                   GBP'000               GBP'000 
 
 
  Profit for the year                                                1,920                 3,830 
 
 
  Other comprehensive income / (expense): 
 
  Items that will not be reclassified to 
   profit and loss: 
 
  Remeasurement of defined benefit pension 
   scheme                                                                -                  (28) 
  Other movements                                                      (1)                     - 
  Tax relating to items that will not be 
   reclassified to profit and loss                                       -                    11 
 --------------------------------------------------- 
                                                                       (1)                  (17) 
 
  Items that will or may be reclassified 
   to profit and loss: 
 
  Exchange differences on translation of 
   foreign operations                                                  122                   209 
  Cash flow hedges: 
  Gains/(losses) recognised directly in 
   equity                                                             (84)                 (157) 
  Transferred to profit and loss for the 
   year                                                                104                   177 
  Tax relating to items that will or may 
   be reclassified to profit and loss                                 (54)                 (104) 
 ---------------------------------------------------  -------------------- 
                                                                        88                   125 
 
 
  Total other comprehensive income                                      87                   108 
 
 
  Total comprehensive income for the year 
   attributable to                                                   2,007                 3,938 
  equity holders of the parent 
 ---------------------------------------------  ----  --------------------  -------------------- 
 
 
 
    COLEFAX GROUP PLC 
    GROUP STATEMENT OF FINANCIAL POSITION 
  At 30 April 2020 
 
                                                                      2020                  2019 
                                                                   GBP'000               GBP'000 
 
 
  Non-current assets: 
  Property, plant and equipment                                      8,524                 8,215 
  Right of use asset                                                26,057                     - 
  Deferred tax asset                                                   118                   113 
  Pension asset                                                          -                     - 
                                                                    34,699                 8,328 
  Current assets: 
  Inventories and work in progress                                  15,518                14,923 
  Trade and other receivables                                        6,499                11,265 
  Cash and cash equivalents                                         11,538                 9,458 
  Current corporation tax                                              332                     - 
                                                                    33,887                35,646 
  ----                                                --------------------  -------------------- 
 
  Current liabilities: 
  Trade and other payables                                          11,007                14,847 
  Lease liabilities                                                  4,612                     - 
  Other loans                                                          977                     - 
  Current corporation tax                                                -                   669 
                                                                    16,596                15,516 
                                                      --------------------  -------------------- 
 
  Net current assets                                                17,291                20,130 
                                                      --------------------  -------------------- 
 
  Total assets less current liabilities                             51,990                28,458 
 ---------------------------------------------------  --------------------  -------------------- 
 
  Non-current liabilities: 
  Lease liabilities                                                 23,780                     - 
  Deferred rent                                                          -                 1,992 
  Deferred tax liability                                                 -                    26 
  Pension liability                                                      -                     1 
 
  Net assets                                                        28,210                26,439 
 ---------------------------------------------------  --------------------  -------------------- 
 
  Capital and reserves attributable to equity 
   holders of the Company: 
  Called up share capital                                              902                   902 
  Share premium account                                             11,148                11,148 
  Capital redemption reserve                                         1,972                 1,972 
  ESOP share reserve                                                 (114)                 (113) 
  Foreign exchange reserve                                           2,339                 2,267 
  Cash flow hedge reserve                                                0                  (16) 
  Retained earnings                                                 11,963                10,279 
  Total equity                                                      28,210                26,439 
 ---------------------------------------------------  --------------------  -------------------- 
 
 
 
 
    COLEFAX GROUP PLC 
    GROUP STATEMENT OF CASH FLOWS 
  For the year ended 30 April 2020 
                                                                      2020                  2019 
                                                                   GBP'000               GBP'000 
 
 
  Operating activities 
  Profit before taxation                                             2,176                 5,095 
  Finance income                                                      (20)                  (25) 
  Finance expense                                                    1,231                     - 
  Loss on disposal of property, plant and 
   equipment                                                          (28)                     8 
  Depreciation                                                       3,071                 2,800 
  Depreciation on right of use assets                                4,193                     - 
 
  Cash flows from operations before changes 
   in working capital                                               10,623                 7,878 
 
  (Increase) / decrease in inventories and 
   work in progress                                                  (497)                 1,765 
  Decrease in trade and other receivables                            4,914                    47 
  Decrease in trade and other payables                             (4,461)               (1,783) 
 
  Cash generated from operations                                    10,579                 7,907 
                                                      --------------------  -------------------- 
 
 
  Taxation paid 
  UK corporation tax paid                                            (602)                 (374) 
  Overseas tax paid                                                  (748)                 (606) 
                                                                   (1,350)                 (980) 
                                                      --------------------  -------------------- 
 
  Net cash inflow from operating activities                          9,229                 6,927 
                                                      --------------------  -------------------- 
 
 
  Investing activities 
  Payments to acquire property, plant and 
   equipment                                                       (3,183)               (2,046) 
  Receipts from sales of property, plant 
   and equipment                                                        39                    14 
  Interest received                                                     20                    25 
  Net cash outflow from investing                                  (3,124)               (2,007) 
                                                      --------------------  -------------------- 
 
 
  Financing activities 
  Proceeds from loans and borrowings                                   968                     - 
  Purchase of own shares including related 
   costs                                                                 -               (4,421) 
  Principal paid on lease liabilities                              (3,646)                     - 
  Interest paid on lease liabilities                               (1,231)                     - 
  Equity dividends paid                                              (242)                 (497) 
 
  Net cash outflow from financing                                  (4,151)               (4,918) 
                                                      --------------------  -------------------- 
 
 
  Net increase in cash and cash equivalents                          1,954                     2 
  Cash and cash equivalents at beginning 
   of year                                                           9,458                 9,177 
  Exchange gains/(losses) on cash and cash 
   equivalents                                                         126                   279 
 
  Cash and cash equivalents at end of year                          11,538                 9,458 
 ----------------------------------------------  ---  --------------------  -------------------- 
 
 
 
 
 
  COLEFAX GROUP PLC 
   GROUP STATEMENT OF CHANGES IN 
   EQUITY 
  For the year 
  ended 
  30 April 2020 
 
                            Share           Share         Capital            ESOP        Foreign           Cash       Retained           Total 
                          capital         premium      redemption           share       exchange           flow       earnings          equity 
                                          account         reserve         reserve        reserve          hedge 
                                                                                                        reserve 
                          GBP'000         GBP'000         GBP'000         GBP'000        GBP'000        GBP'000        GBP'000       GBP'000 
 
 
  At 1 May 2019               902          11,148           1,972           (113)          2,267           (16)         10,279        26,439 
  Profit for the 
   year                         -               -               -               -              -              -          1,920         1,920 
  Foreign 
   exchange                     -               -               -               -            122              -              -           122 
  Other movements               -               -               -             (1)              -              -              -           (1) 
 
  Cash flow 
  hedges: 
  Losses                        -               -               -               -              -           (84)              -          (84) 
  Transfers                     -               -               -               -              -            104              -           104 
 
  Tax on other 
   comprehensive 
   income                       -               -               -               -           (50)            (4)              -          (54) 
 
 
    Total 
    comprehensive 
    income for 
    the year                    -               -               -             (1)             72             16          1,920         2,007 
 
  Share buybacks                -               -               -               -              -              -              6             6 
  Dividends paid                -               -               -               -              -              -          (242)         (242) 
 
 
  At 30 April 
   2020                       902          11,148           1,972           (114)          2,339              0         11,963        28,210 
 
 
 
 
  At 1 May 2018               981          11,148           1,893           (113)          2,158           (32)         11,384        27,419 
  Profit for the 
   year                         -               -               -               -              -              -          3,830         3,830 
  Foreign 
   exchange                     -               -               -               -            209              -              -           209 
  Remeasurement 
   of defined 
   benefit 
   pension scheme               -               -               -               -              -              -           (28)          (28) 
 
  Cash flow 
  hedges: 
  Losses                        -               -               -               -              -          (157)              -         (157) 
  Transfers                     -               -               -               -              -            177              -           177 
 
  Tax on other 
   comprehensive 
   income                       -               -               -               -          (100)            (4)             11          (93) 
 
 
    Total 
    comprehensive 
    income for 
    the year                    -               -               -               -            109             16          3,813         3,938 
 
  Share buybacks             (79)               -              79               -              -              -        (4,421)       (4,421) 
  Dividends paid                -               -               -               -              -              -          (497)         (497) 
 
 
  At 30 April 
   2019                       902          11,148           1,972           (113)          2,267           (16)         10,279        26,439 
 
 
 
 
   COLEFAX GROUP PLC 
   NOTES TO THE FINANCIAL INFORMATION 
 
 1.     Earnings per share 
         Basic earnings per share have been calculated on the basis of 
         profit on ordinary activities after tax of GBP1,920,000 (2019: 
         GBP3,830,000) and on 8,962,440 (2019 - 9,738,402) ordinary shares, 
         being the weighted average number of ordinary shares in issue 
         during the year. Shares owned by the Colefax Group Plc Employees' 
         Share Ownership Plan (ESOP) Trust are excluded from the basic 
         earnings per share calculation. 
 
         Diluted earnings per share are the same as basic earnings per 
         share as there are no outstanding share options in force at 30 
         April 2020. 
 2.     Cash and Cash equivalents 
         For the purposes of the consolidated statement of cash flows, 
         cash and cash equivalents comprise the following: 
         2020 2019 
         GBP'000 GBP'000 
         Cash at bank and in hand 11,538 9,458 
 
         The fair value of cash and cash equivalents are considered to 
         be their book value. 
 
   3.     Going Concern 
          In response to the Covid-19 risk the directors have prepared 
          detailed profit and cash flow forecasts for each subsidiary covering 
          a period of at least twelve months from the date of approving 
          the financial statements and taking into account all of the principal 
          risks and uncertainties facing the business. The forecasts have 
          been stress tested by considering the profit and cash flow impact 
          of a range of sales scenarios up to a maximum decline of 50% 
          compared to the year ended 30 April 2020. Even under the worst 
          case scenario the Group has significant headroom in terms of 
          cash resources and has no need for any bank borrowing. As a result 
          the directors are satisfied that the Group has adequate resources 
          and that there is no material uncertainty that would prevent 
          the Group from continuing in operational existence for the foreseeable 
          future and have adopted the going concern basis in preparing 
          the consolidated financial statements for the year ended 30 April 
          2020. 
 4.     Financial Information 
         The above financial information, which has been prepared in accordance 
         with International Financial Reporting Standards as endorsed 
         by the European Union, does not constitute statutory accounts 
         as defined in Section 435 of the Companies Act 2006. 
 
         The financial information for the year ended 30 April 2020 has 
         been extracted from the statutory accounts which will be delivered 
         to the Registrar of Companies following the Company's annual 
         general meeting. The comparative financial information is based 
         on the statutory accounts for the financial year ended 30 April 
         2019 which have been delivered to the Registrar of Companies. 
         The Independent Auditors' Report on both of those financial statements 
         was unqualified, did not draw attention to any matters by way 
         of emphasis and did not contain a statement under Section 498(2) 
         and Section 498(3) of the Companies Act 2006. 
 
         Copies of the Annual Report and full Financial Statements will 
         be posted to shareholders during the week commencing 21 September 
         and will be available from the Group's website on www.colefaxgroupplc.com. 
         Copies will also be made available on request to members of the 
         public at the Company's registered office at 19-23 Grosvenor 
         Hill, London W1K 3QD 
 
 5.     Annual General Meeting 
        This year's Annual General Meeting is due to take place on 19 
         October 2020 at 11.00am. However, the continuing Covid-19 pandemic 
         has led to the imposition of severe restrictions on the way in 
         which we all conduct business and in particular on public gatherings. 
         This means that, in accordance with the Government's social distancing 
         guidelines, the Directors have decided to facilitate holding 
         the Annual General Meeting with minimal face to face contact, 
         while still endeavouring to create a forum for the conduct of 
         the formal business set out in the notice of the Annual General 
         Meeting. 
         We therefore have to notify you that unfortunately it will not 
         be possible for members to attend the Annual General Meeting 
         in person. Two Directors will be present so as to constitute 
         the quorum of two members required for the Annual General Meeting 
         proceedings to be valid. Members may submit questions ahead of 
         the Annual General Meeting by emailing rob.barker@colefax.com. 
         The Board encourages members to submit proxy forms and to appoint 
         the Chairman of the meeting as their proxy with their voting 
         instructions. 
         Further details and guidance can be found at note 1 to the notice 
         of Annual General Meeting set out in the 2020 Annual Report. 
         If these arrangements should change for any reason prior to the 
         Annual General Meeting we will notify members of such change 
         and make appropriate announcement(s) via the regulated news service 
         and the company's website. 
 
 
 
 

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