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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Coral Products Plc | LSE:CRU | London | Ordinary Share | GB0002235736 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -0.15 | -1.54% | 9.60 | 9.20 | 10.00 | 9.75 | 9.50 | 9.75 | 183,478 | 15:29:57 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Plastics Products, Nec | 35.22M | 1.26M | 0.0141 | 6.81 | 8.56M |
From Apr 2019 to Apr 2024
TIDMCRU
RNS Number : 8428J
Coral Products PLC
22 August 2019
22 August 2019
CORAL PRODUCTS PLC
('Coral' or the 'Company' or the 'Group')
Coral Products PLC, (the "Company" or the "Group") a specialist in the design, manufacture and supply of injection moulded plastic products based in Haydock, Merseyside, announces its audited final results for the year ended 30 April 2019.
KEY FINANCIALS
Hot Features
Premium
2019 2018 Change
GBP GBP
Group revenue 24,733,000 23,405,000 5.7%
Operating profit/(loss) 479,000 (186,000) -
Gross Margin 35.9% 34.6% 3.8%
Underlying operating profit * 1,018,000 879,000 15.8%
Profit/(loss) for the year before
taxation 41,000 (497,000) -
Underlying profit for the year
before taxation* 580,000 568,000 2.1%
Underlying EBITDA* 2,479,000 2,091,000 18.6%
Underlying earnings per share
(see note 3)* 0.75p 0.84p (10.7)%
Dividend paid per share 0.25p 0.25p 0.0%
* Underlying results are reported before separately disclosed items, as shown in note 2. Such underlying results are not intended to be a substitute for, or superior to, IFRS measures of profit.
HEADLINES
-- Group revenue increase of 5.7%. Gross margin increased to 35.9% (2018: 34.6%). Underlying operating profit increased to GBP1.0m (2018: GBP0.9m).
-- Underlying EBITDA increased by 18.6% to GBP2.5m (2018: GBP2.1m).
-- Entered into a development agreement with "Rotite Technologies Ltd" to accelerate innovation in the Group's growing range of products.
-- We remain a supplier of choice for a major on-line tote retailer with a further extension to supply into 2019/20.
-- Commissioned into production "state of the art" Recycling unit into the Haydock facility, enabling a 360-degree service to many of its customers whilst giving the opportunity to use high levels of recycled materials in the manufacture of many of the current and future product range.
-- Continuing to build on being a major supplier of recycling crates and caddies into UK councils and local authorities.
-- Further substantial capital investment across the Group to take advantage of market opportunities.
-- Strong net assets position of GBP12.9m as at the year-end (2018: GBP13.2m).
New Product Development (financial benefits expected in the current financial year)
-- New improved food packaging. -- Flame retardant plastic moulded roof tiles for the construction industry. -- Extruded road highway sound barriers. -- New lightweight 23 litre and 55 litre caddies. -- Multi box recycling system (MBRS) launched July 2019.
Commenting on the results, Joe Grimmond, Chairman, said:
"Whilst I am pleased to report an improved performance this year, it has proved to be a difficult period. After a strong first half when we reported revenues of GBP13.1m (2018: GBP11.9m) and underlying profit of GBP1.0m (2018: GBP0.4m), the Group endured a poor start to its second half, with losses in the four months to 28 February 2019. This resulted in our announcing by an RNS dated 26 March 2019 that results for the year would be materially below management and market expectations. The losses were across the Group, with the exception of Interpack. Decisive action, including the re-organisation of both Tatra-Rotalac and Mouldings to reduce costs, returned the Group to profitability during March and April though at a lower level than during the first half. Further direct and indirect cost reduction measures across the Group have continued into this current financial period. The recycling unit introduced into production during May 2019 is already contributing to our cost reduction plan and will do increasingly throughout the current year as we ramp up production".
"Throughout this difficult period, we have continued to invest in the Group adding new and improved capacity and a state-of-the-art recycling unit. This has created greater sales opportunities in both existing and new markets. I was pleased with the increase in revenue up 5.7% to GBP24.7m (2018: GBP23.4m) and underlying operating profit up 13.5% to GBP1.0m (2018: GBP0.9m)".
"Whilst we have confidence in our development strategy and the prospects of the Group, the very real uncertainties over Brexit are a cause for concern. The decline in sterling against the dollar and euro, our major trading currencies, leads to increases in our costs of materials. We are taking action to mitigate these factors by continuing to develop existing products and bringing to market new innovative products. These are supplemented by new revenue streams such as recycling".
"The Group continues with its strategic progress of increasing focus on value-added and innovative products, particularly in the food container, recycling, telecommunications, rail industry, home delivery totes and blow moulding areas. Our aim is to build a significant plastic moulding business with a bias towards using recycled materials produced by our new recycling unit installed Haydock. We remain confident in our ability to do so via both improved internal performances of individual subsidiaries supported by strategic acquisitions in the short to medium term. The current year will benefit from the Coral Mouldings and Tatra-Rotalac cost reductions, investments in plant and machinery and new business".
"We look forward to a satisfactory outturn for the year given the prevailing conditions."
For further information, please contact:
Coral Products plc
Michael (Mick) Wood, Chief Executive Officer Tel: 07788 565
154
Nominated Adviser & Broker
Cairn Financial Advisers LLP Tel: 020 7213
Tony Rawlinson 0880
Liam Murray
David Lawman (Corporate Broking)
Capital Markets Consultants Tel: 07515 587
Richard Pearson 184
This announcement contains inside information for the purpose of Article 7 of the EU Regulation 596/2014.
CHAIRMAN'S STATEMENT
Whilst I am pleased to report an improved performance this year, it has proved to be a difficult period. After a strong first half when we reported revenues of GBP13.1m (2018: GBP11.9m) and underlying profit of GBP1.0m (2018: GBP0.4m), the Group endured a poor start to its second half, with losses in the four months to 28 February 2019. This resulted in our announcing by an RNS dated 26 March 2019 that results for the year would be materially below management and market expectations. The losses were across the Group, with the exception of Interpack. Decisive action, including the re-organisation of both Tatra-Rotalac and Mouldings to reduce costs, returned the Group to profitability during March and April though at a lower level than during the first half. Further direct and indirect cost reduction measures across the Group have continued into this current financial period. The recycling unit introduced into production during May 2019 is already contributing to our cost reduction plan and will do increasingly throughout the current year as we ramp up production.
Throughout this difficult period, we have continued to invest in the Group adding new and improved capacity and a state-of-the-art recycling unit. This has created greater sales opportunities in both existing and new markets. We therefore anticipate significant sales growth over the current financial year. I was pleased with the increase in revenue up 5.7% to GBP24.7m (2018: GBP23.4m) and underlying operating profit up 13.5% to GBP1.0m (2018: GBP0.9m). (Note that a reconciliation of underlying profit is provided in note 2).
The Group has continued with its strategic progress of increasing focus on value-added and innovative products. The focus is to build a significant plastic moulding business with a bias towards using recycled materials and with the new Recycling unit now installed and operational at Haydock, we remain confident in our ability to do so.
The Group has reported a profit before taxation for the financial year of GBP0.04m (2018: GBP0.5m loss). Across the Group, finance costs have increased to GBP0.4m (2018: GBP0.3m) and depreciation to GBP1.5m (2018: GBP1.2m) in line with the increased spend on new, replacement and/or improvement of the assets of the Group.
Interpack's profit before tax is GBP0.7m (2018: GBP0.6m) and Global One-Pak's GBP0.2m (2018: GBP0.5m). The focus on Coral Products (Mouldings) has resulted in a substantial profitability improvement from last year with a loss of GBP0.4m (2018: GBP1.1m loss). Tatra has been affected by adverse material prices and operational costs resulting in an increased loss to GBP0.2m (2018: GBP0.0m loss). A reorganisation and cost cutting exercise was completed in July 2019 to improve future profitability. These results are before amortisation of intangibles arising on consolidation of GBP0.3m (2018: GBP0.3m).
Our new 360-degree recycling plant using both internal and external acquired plastic waste is now in operation and interest from both new and existing customers has been very encouraging. The interest I highlighted last year by local authorities and councils is now becoming more tangible with developments at an advanced stage within both areas.
Further investment in new tooling for food packaging and robotics handling will stand the business in good stead going forward with actual demand from the new tooling increasing month by month. The developments will enable the manufacturing businesses to continue to reduce operational costs, whilst reinforcing the important recycling message the business promotes.
Performance of the Group is monitored principally through adjusted profit measures which exclude GBP0.5m of adjusted items (2018: GBP1.1m). Such items include the amortisation of intangibles arising on the acquisitions of Global One-Pak and Tatra-Rotalac, acquisition costs, share based payment charges, compensation for loss of office of senior management and reorganisation costs.
Results
Group revenue improved for the year to GBP24.7m (2018: GBP23.4m). Margins improved slightly to 35.9% (2018: 34.6%). Underlying earnings before interest, tax, depreciation and amortisation for the Group remained strong at GBP2.5m (2018: GBP2.1m) (see note 2 for the definition of underlying profit measures). Administrative expenses in the Group increased to GBP7.1m (2018: GBP7.0m) in line with the increase in Group activity. This resulted in an underlying operating profit of GBP1.0m (2018: GBP0.9m), and profit before tax of GBP0.04m (2018: GBP0.5m loss).
Separately disclosed underlying items (included within administrative expenses) totalling GBP0.5m (2018: GBP1.1m) of which GBP0.1m relates to redundancy/reorganisation costs, GBP0.1m costs for acquisition and GBP0.3m from goodwill amortisation and share based payments. Earnings per share were 0.10 pence (2018: (0.45) pence), underlying earnings per share were 0.75 pence (2018: 0.84 pence).
The Group has increased net debt by GBP0.9m in the year and gearing has increased to 63.6% (2018: 55.5%) as we continue to invest to meet forecast increased demand. Overall the Group reported a net cash outflow of GBP0.5m.
Dividends
The Board remains committed to its long-term progressive dividend policy, which takes account of the underlying growth in earnings, whilst acknowledging the requirement for continuing investment and short-term fluctuations in profit.
Due to the uncertainty surrounding UK Brexit, having paid an interim dividend at 0.25 pence per ordinary share on 28 March 2019, the Board will not be recommending the payment of a final dividend.
Board Changes
There were no board changes during the year.
Chairman's Corporate Governance Statement
As Non-executive Chairman of the board, my role is to set the strategy for the company, monitor the ongoing performance of the companies within the Group to ensure that they are meeting our requirements and also identify potential acquisition targets.
In addition, my role also encompasses overseeing the functioning of the board and its effectiveness and ensuring sound corporate governance practices are followed.
All the Directors of Coral believe strongly in the importance of good corporate governance for the creation of shareholder value over the medium to long-term and to engender trust and support amongst the Group's wider stakeholders.
I work with key executives throughout the organisation to instill good corporate governance practices in accordance with the Code.
In accordance with the changes to AIM Rule 26 the Company is now applying the revised QCA Corporate Governance Code published in 2018.
The board monitors our corporate governance practices and will always implement improvements which further enhance performance and/or benefit stakeholders.
Strategy
Our Board continuously reviews business performance alongside market conditions to make sure that we take the correct strategic decisions for each of our businesses. The Board recognises fully that it has been tasked with delivering enhanced shareholder value. The challenges facing the Board relate to managing the continued growth of the Group through the uncertainty and timelines surrounding UK Brexit.
People
We are reliant on the expertise, professionalism and commitment of our people and thank them for their continued contribution to the business during a challenging year.
Future Developments
-- The multi box recycling system (MBRS) was launched in July 2019. The first deliveries to customers will be made in the latter part of the current financial year.
-- The tooling for the new improved food packaging is due in Haydock during August 2019 with production commencing soon after.
-- We expect the following products to be introduced during the latter part of the current financial year:
o Re-developed light-weight 23 and 55 litre caddies.
o Conservatory and outbuildings roof tiles.
o Plastic soundproofing system to be installed along road highways.
Outlook
Whilst we have confidence in our development strategy and the prospects of the Group, the very real uncertainties over Brexit are a cause for concern. The decline in sterling against the dollar and euro, our major trading currencies, leads to increases in our costs of materials. We are taking action to mitigate these factors by continuing to develop existing products and bringing to market new innovative products. These are supplemented by new revenue streams such as recycling.
The Group continues with its strategic progress of increasing focus on value-added and innovative products, particularly in the food container, recycling, telecommunications, rail industry, home delivery totes and blow moulding areas. Our aim is to build a significant plastic moulding business with a bias towards using recycled materials produced by our new recycling unit installed in Haydock. We remain confident in our ability to do so via both improved internal performances of individual subsidiaries supported by strategic acquisitions in the short to medium term. The current year will benefit from the Coral Mouldings and Tatra-Rotalac cost reductions, investments in plant and machinery and new business.
We look forward to a satisfactory outturn for the year given the prevailing conditions.
Joe Grimmond
Chairman
21 August 2019
Group Income Statement
for the year ended 30 April 2019
2019 2018
GBP'000 GBP'000
--------------------------------------------------- --------- ---------
Revenue 24,733 23,405
Cost of sales (15,861) (15,302)
--------- ---------
Gross profit 8,872 8,103
Operating costs
Distribution expenses (1,246) (1,256)
------------------------------------------------------ --------- ---------
Administrative expenses before impairment
and separately disclosed items (6,608) (5,968)
Impairment losses (separately disclosed) - (186)
Separately disclosed items (539) (879)
---------
Administrative expenses (7,147) (7,033)
Operating profit/(loss) 479 (186)
Finance costs (438) (311)
--------- ---------
Profit/(loss) for the financial year before
taxation 41 (497)
Taxation 43 127
--------- ---------
Profit/(loss) for the financial year attributable
to the equity holders of the parent 84 (370)
--------- ---------
Earnings per share attributable to the
equity holders of the parent
Basic and diluted earnings/(loss) per
ordinary share 0.10p (0.45)p
Group Statement of Comprehensive Income
for the year ended 30 April 2019
2019 2018
GBP'000 GBP'000
------------------------------------------------------------- ---------- ----------
Profit/(loss) for the financial
year 84 (370)
---------- ----------
Total other comprehensive income - -
---------- ----------
Total comprehensive income/(loss) for the year attributable
to equity holders of the parent 84 (370)
---------- ----------
Balance Sheet
as at 30 April 2019
As at As at
30 April 30 April
2019 2018
GBP'000 GBP'000
---------------------------------- ---------- ----------
ASSETS
Non-current assets
Goodwill 5,495 5,495
Other intangible assets 1,401 1,690
Property, plant and equipment 9,411 9,299
Investments in subsidiaries - -
---------- ----------
Total non-current assets 16,307 16,484
---------- ----------
Current assets
Inventories 3,505 2,864
Trade and other receivables 5,521 5,452
Cash and cash equivalents - 471
Total current assets 9,026 8,787
---------- ----------
LIABILITIES
Current liabilities
Term loan 150 1,604
Other borrowings 4,800 4,335
Trade and other payables 3,834 3,909
---------- ----------
Total current liabilities 8,784 9,848
---------- ----------
Net current assets/(liabilities) 242 (1,061)
---------- ----------
Non-current liabilities
Term loan 1,303 -
Other borrowings 1,965 1,843
Deferred tax 368 409
---------- ----------
Total non-current liabilities 3,636 2,252
---------- ----------
NET ASSETS 12,913 13,171
---------- ----------
SHAREHOLDERS' EQUITY
Share capital 826 826
Share premium 5,288 5,288
Other reserves 1,567 1,567
Retained earnings 5,232 5,490
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 12,913 13,171
---------- ----------
Statement of Changes in Shareholders' Equity
for the year ended 30 April 2019
Called Share
Up Premium Other Retained Total
Share Reserve Reserves Earnings Equity
Capital GBP'000 GBP'000 GBP'000 GBP'000
GBP'000
----------------------------- --------- --------- ----------- ----------- ----------
Group
At 1 May 2017 826 5,288 1,567 6,116 13,797
Loss for the year - - - (370) (370)
Other comprehensive - - - - -
income
--------- --------- ----------- ----------- ----------
Total comprehensive
income - - - (370) (370)
--------- --------- ----------- ----------- ----------
Contributions by
and distributions
to owners
Credit to equity
for equity settled
share-based payments - - - 50 50
Dividend paid - - - (306) (306)
--------- --------- ----------- ----------- ----------
At 1 May 2018 826 5,288 1,567 5,490 13,171
Profit for the year - - - 84 84
Total comprehensive
loss - - - 84 84
--------- --------- ----------- ----------- ----------
Contributions by
and distributions
to owners
Credit to equity for
equity settled share-based
payments - - - 71 71
Dividend paid - - - (413) (413)
At 30 April 2019 826 5,288 1,567 5,232 12,913
--------- --------- ----------- ----------- ----------
Cash Flow Statement
for the year ended 30 April 2019
Group
2019 2018
GBP'000 GBP'000
---------------------------------------------- --------- ---------
Cash flows from operating activities
Profit/(loss) for the year 84 (370)
Adjustments for:
Depreciation of property, plant and
equipment 1,461 1,212
(Profit)/loss on disposal of tangible
assets (23) 17
Amortisation of intangible assets 289 348
Share based payment charge 71 50
Interest payable 438 311
Taxation charge (43) (127)
--------- ---------
Operating cash flows before movements
in working capital 2,277 1,441
(Increase)/decrease in inventories (641) 18
(Increase)/decrease in trade and
other receivables (69) 77
Decrease in trade and other payables (75) (549)
--------- ---------
Cash generated by operations 1,492 987
UK corporation tax paid 2 46
--------- ---------
Net cash generated from operating activities 1,494 1,033
--------- ---------
Cash flows from investing activities
Proceeds from disposal of property,
plant and equipment 33 (5)
Acquisition of property, plant
and equipment (690) (907)
Net cash used in investing activities (657) (912)
--------- ---------
Cash flows from financing activities
New bank loans raised - 1,743
Dividends paid (413) (306)
New finance leases 350 500
Interest paid on borrowings (438) (311)
Repayments of bank borrowings (151) (1,601)
Repayments of obligations under finance
lease (801) (899)
Movements on invoice discounting facility 118 551
Net cash used in financing activities (1,335) (323)
--------- ---------
Net decrease in cash and cash
equivalents (498) (202)
Cash and cash equivalents at 1
May 471 673
--------- ---------
Cash and cash equivalents at 30
April (27) 471
--------- ---------
Notes
for the year ended 30 April 2019
1. Basis of preparation
The financial information set out above does not constitute the Group's statutory accounts for the years ended 30 April 2019 or 2018 within the meaning of Section 434 of the Companies Act 2006, but is derived from those accounts. Statutory accounts for 2018 have been delivered to the Registrar of Companies and those for 2019 will be delivered following the company's Annual General Meeting. The auditors' report on the statutory accounts for the year ended 30 April 2019 and 30 April 2018 were unqualified, did not draw attention to any matters by way of emphasis, and did not contain statements under s498 (2) or s498 (3) of the Companies Act 2006.
This financial information has been prepared in accordance with International Financial Reporting Standards ("IFRSs") and International Financial Reporting Interpretations Committee (IFRIC) interpretations as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
2. Underlying operating profit and separately disclosed items
Underlying profit - the Company believes that underlying profit and underlying earnings provide additional useful information for shareholders. The term underlying earnings is not a defined term under IFRS and may not therefore be comparable with similarly titled profit measurements reported by other companies.
2019 2018
GBP'000 GBP'000
----------------------------------------------------- --------- ---------
Operating profit/(loss) 479 (186)
Separately disclosed items within administrative
expenses
----------------------------------------------------- --------- ---------
Share based payment charge 71 50
Amortisation of intangible assets (customer
relationships and brands) 289 348
Impairment losses on trade receivables - 186
Reorganisation costs 179 481
----------------------------------------------------- --------- ---------
Total separately disclosed items 539 1,065
--------- ---------
Underlying operating profit 1,018 879
Depreciation 1,461 1,212
--------- ---------
Underlying EBITDA 2,479 2,091
Separately disclosed items (excluding amortisation) (250) (717)
--------- ---------
EBITDA 2,229 1,374
3. Earnings per share
Basic and underlying earnings per share
The basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders for the financial period by the weighted average number of shares in issue during the financial period of 82,614,865 (2017: 82,614,865).
Underlying earnings per share is also shown calculated by reference to earnings before separately disclosed items. The directors consider that this gives a useful indication of underlying performance.
2019 2018
GBP'000 EPS (p) GBP'000 EPS (p)
Profit/(loss) for the
financial period 84 0.10 (370) (0.45)
Separately disclosed
items 539 1,065
--------------- ------------------ ------------------- -------------------
Underlying profit for
the period 623 0.75 695 0.84
--------------- ------------------ ------------------- -------------------
4. Dividends
A final dividend for the year ended 30 April 2018 of 0.25p per share was paid on 2 December 2018 to shareholders on the register on 8 November 2018. This dividend amounted to GBP206,537.
Having paid an interim dividend at 0.25p per share on 28 March 2019 (this dividend amounted to GBP206,537); the Board will not be recommending they payment of a final dividend payment for the year ended 30 April 2019.
5. Group reconciliation of net cash flow to movement in net debt
2019 2018
GBP'000 GBP'000
------------------------------------------ --------- ---------
Net (decrease)/increase in cash and
cash equivalents (498) (202)
Decrease on invoice discounting facility (118) (551)
Decrease/(increase) in bank loans
and other loans 151 (142)
Increase in finance lease liability (441) (806)
--------- ---------
Movement in net debt for the period (906) (1,701)
Net debt at beginning of period (7,311) (5,610)
--------- ---------
Net debt at end of period (8,217) (7,311)
--------- ---------
6. Post Balance Sheet Event
The land and buildings at Haydock were refinanced in May 2019 raising GBP500,000 in cash, this was used to clear a temporary overdraft balance in Coral Products (Mouldings) Ltd.
7. Publication of Annual Report
A copy of the 2019 Report & Accounts will be sent to all shareholders on 16 September 2019. Further copies will be available to the public at the company's registered address at North Florida Road, Haydock Industrial Estate, Haydock, Merseyside WA11 9TP and on the Company's website at www.coralproducts.com.
Notice of the Annual General Meeting
Notice is hereby given that the Annual General Meeting of Coral Products plc (the Company) will be held in Leverhulme Room One at Haydock Race Track, Newton-le-Willows, Merseyside, WA12 0HQ, on Wednesday 25 September 2019, at 12.00 noon for the purpose of considering and, if thought fit, passing of the following resolutions, of which Resolutions 1 to 7 will be proposed as Ordinary Resolutions, to be passed with more than half of the votes in favour of the resolution and Resolutions 8 and 9 will be proposed as Special Resolutions, to be passed with at least three-quarters of the votes in favour of the Resolution.
Ordinary business
Ordinary resolutions
1. To receive and adopt the audited accounts for the year ended 30 April 2019, together with the Reports of the Directors and Auditors.
2. To re-elect Joe Grimmond, who retires by rotation as a Director of the Company. 3. To re-elect David Low, who retires by rotation as a Director of the Company.
4. To re-appoint BDO LLP as auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company and that the Directors be authorised to fix their remuneration.
5. To declare a final dividend of 0.00p per ordinary share in respect of the year ended 30 April 2019.
6. To approve the Board Report on Directors' Remuneration for the year ended 30 April 2019.
7. That the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of GBP550,765, provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the end of the Company's annual general meeting in 2020, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted and the directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. This authority is (i) subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange and (ii) in substitution for all previous authorities conferred on the directors in accordance with section 551 of the 2006 Act but without prejudice to any allotment of shares or grant of Rights already made or offered or agreed to be made pursuant to such authorities.
Special resolutions
8. That, subject to and conditional upon the passing of resolution 7 set out in this notice, the directors be generally empowered to allot equity securities (as defined in section 560 of 2006 Act) pursuant to the authority conferred by resolution 8 as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall:
8.1 be limited to:
8.1.1 the allotment of equity securities in connection with an offer of equity securities:
(a) to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
(b) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary;
8.1.2 the allotment of equity securities (otherwise than pursuant to paragraph 8.1.1 above) up to an aggregate nominal amount of GBP550,765;
8.2 be subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
8.3 expire at the end of the Company's annual general meeting in 2020 (unless renewed, varied or revoked by the Company prior to or on that date), save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.
Special business
Special resolution
9. That the Company be generally and unconditionally authorised for the purposes of Section 701 of the 2006 Act to make market purchases (within the meaning of Section 693(4) of the 2006 Act) of ordinary shares of 1 pence each in the Company in such manner and upon such terms as the Directors may from time to time determine, provided that:
(a) the maximum number of ordinary shares which may be purchased is 12,392,230;
(b) the minimum price which may be paid for an ordinary share is 1 pence (being the nominal value of the ordinary share) exclusive of expenses;
(c) the maximum price which may be paid for an ordinary share exclusive of expenses is equal to the higher of (i) 105 per cent of the average of the middle market quotations for an ordinary share derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made and (ii) the higher of (a) the price of the last independent trade and (b) the highest current independent bid (in each case, in relation to (a) and (b), for any number of the Company's ordinary shares on the trading venue where the purchase is carried out); and
(d) the authority to purchase hereby conferred shall expire at the end of the next annual general meeting in 2020, save that the Company may make a contract to purchase ordinary shares under this authority before the expiry of the authority which will or may be completed wholly or partly thereafter and a purchase of shares may be made in pursuance of any such contract.
By order of the Board
Sharon Gramauskas
Company Secretary
21 August 2019
Registered Office
North Florida Road
Haydock Industrial Estate
Haydock
Merseyside
WA11 9TP
Notice of the Annual General Meeting
continued
Notes
1. A member entitled to attend and vote at the Annual General Meeting may appoint another person(s) (who need not be a member of the Company) to exercise all or any of his rights to attend, speak and vote at the Annual General Meeting. A member can appoint more than one proxy in relation to the Annual General Meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him.
2. A proxy does not need to be a member of the Company but must attend the Annual General Meeting to represent you. Your proxy could be the Chairman, another director of the Company or another person who has agreed to attend to represent you. Your proxy will vote as you instruct and must attend the Annual General Meeting for your vote to be counted. Appointing a proxy does not preclude you from attending the Annual General Meeting and voting in person.
3. A Proxy Form which may be used to make this appointment and give proxy instructions accompanies this Notice of Annual General Meeting. Details of how to appoint a proxy are set out in the notes to the Proxy Form. If you do not have a Proxy Form and believe that you should have one, or if you require additional forms, please contact the Company.
4. In order to be valid an appointment of proxy must be returned (together with any authority under which it is executed or a copy of the authority certified) in hard copy form by post, by courier or by hand to the office of the Company at North Florida Road, Haydock Industrial Estate, Haydock, Merseyside WA11 9TP, and must be received by the Company at least 48 hours prior to the meeting.
5. To change your proxy instructions, you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy Proxy Form and would like to change the instructions using another hard copy Proxy Form, please contact the Company. The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. To terminate your proxy instruction, please send a written notice to the Company stating your intention to revoke the proxy instruction, to be received by the Company no later than 48 hours prior to the meeting. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the others.
6. A copy of this Notice of Annual General Meeting may have been sent for information only to persons who have been nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a "Nominated Person"). The rights to appoint a proxy cannot be exercised by a Nominated Person: they can only be exercised by the member. However, a Nominated Person may have a right under an agreement between him and the member by whom he was nominated to be appointed as a proxy for the Annual General Meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.
7. To be entitled to attend and vote at the Annual General Meeting, members must be registered in the register of members of the Company 48 hours prior to the meeting (or, if the meeting is adjourned, 48 hours prior to the date of the adjourned meeting). Changes to entries on the register after this time shall be disregarded in determining the rights of persons to attend or vote (and the number of votes they may cast) at the meeting or adjourned meeting.
8. Voting on all Resolutions will be conducted by way of a poll rather than a show of hands. This is a more transparent method of voting as member votes are to be counted according to the number of shares held. As soon as practicable following the Annual General Meeting, the results of the voting at the Annual General Meeting and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of each of the Resolutions will be announced via a regulatory information service.
9. A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the Annual General Meeting. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.
10. The Company must cause to be answered at the Annual General Meeting any question relating to the business being dealt with at the Annual General Meeting which is put by a member attending the Annual General Meeting, except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered or if to do so would involve the disclosure of confidential information.
11. As at 20 August 2019 (being the last Business Day prior to the publication of this Notice of Annual General Meeting), the Company's issued share capital consists of 82,614,865 ordinary shares of 1p each with voting rights. Therefore, the number of total voting rights in the Company is 82,614,865.
12. The contents of this Notice of Annual General Meeting and details of the total number of shares in respect of which members are entitled to exercise voting rights at the Annual General Meeting and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this Notice of Annual General Meeting will be available on the Company's corporate website: www.coralproducts.com.
13. You may not use any electronic address provided in this Notice of Annual General Meeting to communicate with the Company for any purposes other than those expressly stated.
Financial Calendar
Annual General Meeting 25 September 2019
Payment of Final Dividend N/A
Provisional - Interim results January 2020
Shareholder Information
Coral Products shareholders register is maintained by Share Registrars Limited who are responsible for updating the register, including details of shareholders' addresses. If you have a query about your shareholding in Coral Products, you should contact Share Registrars by telephone on 01252 821390, by email to enquiries@shareregistrars.uk.com or in writing to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR.
The Coral Products website at www.coralproducts.com provides news and details of the Group's activities plus information for Shareholders. The investor section of the website contains real time and historical share price data as well as the results and announcements
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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August 22, 2019 02:00 ET (06:00 GMT)
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