Go-Ahead Group PLC Annual Report & Accounts / Annual General Meeting (3207S)

TIDMGOG

RNS Number : 3207S

Go-Ahead Group PLC

29 September 2017

The Go-Ahead Group plc

(the "Group")

Annual Report and Accounts / Annual General Meeting

In compliance with Listing Rule 9.6.1, the following documents have today been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do:

1. Annual Report and Accounts for the year ended 1 July 2017

2. Notice of Annual General Meeting 2017

3. Notification of Annual General Meeting and Annual Report and Accounts 2017

4. Form of Proxy

Hard copies have today been mailed to those shareholders who have elected to continue to receive paper communications. The Annual Report and Accounts for the year ended 1 July 2017 and the Notice of Annual General Meeting 2017 are also available on the company's website: www.go-ahead.com.

The Group's 2017 Annual General Meeting will be held at the Hilton Newcastle Gateshead, Bottle Bank, Gateshead, NE8 2AR on Thursday 2 November 2017 at 11:00 hours.

The Group's preliminary announcement was released on 7 September 2017 (RNS Number: 0496Q) and contained a condensed set of the Group's financial statements and information on important events that have occurred during the year and their impact on the financial statements. The announcement also contained the Group's principal risk and uncertainties. That information together with the information set out below, which is extracted from the Group's Annual Report and Accounts 2017, constitute the requirements of DTR 6.3.5 which is to be communicated via an RIS in unedited full text. This announcement is not a substitute for reading the Group's full Annual Report and Accounts 2017. To view the preliminary announcement made on 7 September 2017, visit the Group's website: www.go-ahead.com.

Directors' statement of responsibility

The following statement is extracted from page 99 of the Group's Annual Report and Accounts 2017 and is repeated here for the purposes of DTR 6.3.5. This statement relates solely to the Group's Annual Report and Accounts 2017 and is not connected to the extracted information set out in this announcement or the Group's Preliminary Announcement released on 7 September 2017:

Directors' statement of responsibilities

The directors are responsible for preparing the Annual Report and Accounts in accordance with applicable United Kingdom law and regulations. Company law requires the directors to prepare Group financial statements for each financial year. Under that law, the directors are required to prepare Group financial statements under International Financial Reporting Standards (IFRS) as adopted by the European Union. Detailed below are statements made by the directors in relation to their responsibilities and disclosure of information to the Group's auditor.

Financial statements and accounting records

Under company law, the directors must not approve the Group financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group at the end of the financial year and of the profit or loss of the Group for that period. In preparing the Group financial statements, the directors are required to:

   --      Present fairly the financial position, financial performance and cashflows of the Group 

-- Select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently

-- Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information

   --      Make judgements and estimates that are reasonable and prudent 

-- Provide additional disclosures when compliance with the specific requirements in IFRS as adopted by the European Union is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group's financial position and financial performance

-- State whether the Group financial statements have been prepared in accordance with IFRS as adopted by the European Union

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group, and enable them to ensure that the Group financial statements comply with the Act and Article 4 of the IAS Regulation. They are also responsible for the system of internal control, for safeguarding the assets of the Group and, hence, for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also responsible for preparing the strategic report, directors' report, including the directors' remuneration report and the corporate governance report, in accordance with the Act and applicable regulations, including the requirements of the Listing Rules and the Disclosure and Transparency Rules.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's corporate website.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' statement of responsibility under the Disclosure and Transparency Rules

The directors confirm to the best of their knowledge:

-- The financial statements, prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the undertakings included in the consolidation taken as a whole

-- The strategic report 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 that they face

Directors' statement under the UK Corporate Governance Code

The directors further confirm, to the best of their knowledge, that the Annual Report and Accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group's position and performance, business model and strategy.

Related party disclosures and Group undertakings

The following statement is extracted from pages 156 to 159 of the Group's Annual Report and Accounts 2017 and is repeated here for the purposes of DTR 6.3.5:

Our subsidiaries listed below each contributes to the profits, assets and cashflow of the Group. The Group has a number of related parties including joint ventures, pension schemes and directors. For accounting policies see 'Interests in joint arrangements' in note 2.

The consolidated financial statements include the financial statements of The Go-Ahead Group plc and the following Group undertakings:

 
                                                                 % equity interest 
                                                                =================== 
                                                    Country of 
Name                                             incorporation       2017      2016 
==========================================  ==================  =========  ======== 
Trading subsidiaries 
Go-Ahead Holding Limited                     United Kingdom(2)        100       100 
Go North East Limited                           United Kingdom        100       100 
London General Transport Services 
 Limited                                        United Kingdom        100       100 
Go-Ahead London Rail Replacement 
 Services Limited                               United Kingdom        100       100 
Brighton & Hove Bus and Coach Company 
 Limited                                        United Kingdom        100       100 
The City of Oxford Motor Services 
 Limited                                        United Kingdom        100       100 
Go South Coast Limited                          United Kingdom        100       100 
Plymouth Citybus Limited                        United Kingdom        100       100 
Konectbus Limited                               United Kingdom        100       100 
Thames Travel (Wallingford) Limited             United Kingdom        100       100 
Carousel Buses Limited                          United Kingdom        100       100 
Hedingham & District Omnibuses 
 Limited                                        United Kingdom        100       100 
Anglian Bus Limited                             United Kingdom        100       100 
HC Chambers and Son Ltd.                        United Kingdom        100       100 
Aviance UK Limited                              United Kingdom        100       100 
New Southern Railway Limited                 United Kingdom(1)         65        65 
London and South Eastern Railway 
 Limited                                     United Kingdom(1)         65        65 
London and Birmingham Railway Limited        United Kingdom(1)         65        65 
Southern Railway Limited                     United Kingdom(1)         65        65 
Govia Thameslink Railway Limited             United Kingdom(1)         65        65 
Thameslink Rail Limited                      United Kingdom(1)         65        65 
Govia Limited                                United Kingdom(1)         65        65 
Go-Ahead Scotland Limited                       United Kingdom        100       100 
Thamesdown Transport Limited                    United Kingdom        100       100 
Excelsior Coaches Limited                       United Kingdom        100       100 
Excelsior Transport Limited                     United Kingdom        100       100 
Excelsior Travel Limited                        United Kingdom        100       100 
Go-Ahead Verkehrsgesellschaft Deutschland 
 GmbH                                                  Germany        100       100 
Go-Ahead Baden Württemberg 

 GmbH                                                  Germany        100       100 
Go-Ahead Facility GmbH                                 Germany        100       100 
Go-Ahead Seletar PTE Ltd                             Singapore        100       100 
Go-Ahead Loyang PTE Ltd                              Singapore        100       100 
Jointly controlled entities 
On Track Retail Limited                      United Kingdom(3)         50        50 
==========================================  ==================  =========  ======== 
 

1. The rail companies are 65% owned by The Go-Ahead Group plc and 35% owned by Keolis (UK) Limited and held through Govia Limited.

2. Held by The Go-Ahead Group plc. All other companies are held through subsidiary undertakings.

3. On Track Retail Limited is a joint venture with Assertis Limited.

The above trading subsidiaries have one class of ordinary shares which carry no right to fixed income, with the exception of On Track Retail Limited, which also has redeemable preference shares.

The registered office of all trading subsidiaries incorporated in the United Kingdom is: 3(rd) Floor, 41-51 Grey Street, Newcastle upon Tyne, NE1 6EE.

The registered office of Go-Ahead Verkehrsgesellschaft Deutschland GmbH is: Jean-Monnaie-Straße 2, D-10557, Berlin, Germany.

The registered office of Go-Ahead Baden Württemberg GmbH is: Büchsenstraße 20, D-73457, Stuttgart, Germany.

The registered office of Go-Ahead Facility GmbH is: Bahnhof 2, D-73457, Essingen, Germany.

The registered office of subsidiaries incorporated in Singapore is: 2 Loyang Way, Singapore 508776.

 
                                                                 % equity interest 
                                                                =================== 
                                    Company         Country of 
Name                                 number      incorporation       2017      2016 
==================================  =======  =================  =========  ======== 
Dormant subsidiaries 
East Midlands Railway Limited 
 (previously Eastern Railway 
 Limited)                           7164882     United Kingdom        100       100 
Go Wear Buses Limited               2019645     United Kingdom        100       100 
Go-Reading Limited                  3158846     United Kingdom        100       100 
GA Retail Services Limited 
 (previously South Central 
 Limited)                           4173713     United Kingdom        100       100 
The Go-Ahead Group Trustee 
 Co Limited                         2125799     United Kingdom        100       100 
Go-Ahead Property Development 
 Limited                            7128594     United Kingdom        100       100 
Go-Ahead XX Limited                 8205871     United Kingdom        100       100 
GHI Limited                         4262016     United Kingdom        100       100 
Southern Vectis Limited             2005917     United Kingdom        100       100 
Birmingham Passenger Transport 
 Services Limited                   2901263     United Kingdom        100       100 
Go Coastline Limited                2018469     United Kingdom        100       100 
Go London Limited                   2849983     United Kingdom        100       100 
Go West Midlands Limited            2490584     United Kingdom        100       100 
Levers Coaches Limited              2524573     United Kingdom        100       100 
MetroCity (Newcastle) Limited       4153866     United Kingdom        100       100 
Thames Trains Limited               3007943     United Kingdom        100       100 
Victory Railway Holdings 
 Limited                            3147927     United Kingdom        100       100 
London and South East Passenger 
 Rail Services Limited 
 (previously Govia Northern 
 Limited)                           6537238  United Kingdom(1)         65        65 
London & East Midlands 
 Railway Limited                    5814586  United Kingdom(1)         65        65 
London and West Midlands 
 Railway Limited                    5537947  United Kingdom(1)         65        65 
Abingdon Bus Company Limited        3151270     United Kingdom        100       100 
Reed Investments Limited            4236536     United Kingdom        100       100 
Gatwick Handling Limited            2984113     United Kingdom        100       100 
GH Heathrow Limited                 2813292     United Kingdom        100       100 
GH Manchester Limited               1883900     United Kingdom        100       100 
GH Stansted Limited                 1983429     United Kingdom        100       100 
Midland Airport Services 
 Limited                            1592083     United Kingdom        100       100 
Oxford Newco Limited                9542008     United Kingdom        100       100 
London General Trustee 
 Company Limited                    6953098     United Kingdom        100       100 
Go-Ahead Finance Company            4699524     United Kingdom        100       100 
Hants & Dorset Motor Services 
 Limited                            2752603     United Kingdom        100       100 
Hants & Dorset Trim Limited         2017829     United Kingdom        100       100 
Solent Blue Line Limited            2103030     United Kingdom        100       100 
Marchwood Motorways (Services) 
 Limited                            2201331     United Kingdom        100       100 
Marchwood Motorways (Southampton) 
 Limited                            1622531     United Kingdom        100       100 
The Southern Vectis Omnibus 
 Co. Limited                        0241973     United Kingdom        100       100 
Tourist Coaches Limited             3006529     United Kingdom        100       100 
Wilts & Dorset Bus Company 
 Limited                            1671355     United Kingdom        100       100 
Wilts & Dorset Investments 
 Limited                            4613075     United Kingdom        100       100 
Wilts & Dorset Holdings 
 Limited                            2091878     United Kingdom        100       100 
Dockland Buses Limited              3420004     United Kingdom        100       100 
Blue Triangle Buses Limited         3770568     United Kingdom        100       100 
Go-Ahead Leasing Limited            5262810     United Kingdom        100       100 
Go Northern Limited                 0132492     United Kingdom        100       100 
London Central Bus Company 
 Limited                            2328565     United Kingdom        100       100 
Metrobus Limited                    1742404     United Kingdom        100       100 
Hants & Dorset Transport 
 Support Services Limited           8669065     United Kingdom        100       100 
Go-Ahead Sverige AB                                     Sweden        100       100 
Go-Ahead Norge AS                                       Norway        100       100 
----------------------------------  -------  -----------------  ---------  -------- 
 
 
 
                                                          % equity interest 
                                                         =================== 
                                Company      Country of 
Name                             number   incorporation       2017      2016 
=============================  ========  ==============  =========  ======== 
Jointly controlled dormant 
 entities 
South Tyneside Smartzone 
 Limited                       09907829  United Kingdom         50        50 
Newcastle Smartzone Limited    09907839  United Kingdom         33        33 
North Tyneside Smartzone 
 Limited                       09907842  United Kingdom         33        33 
Sunderland Smartzone Limited   09907836  United Kingdom         33        33 
=============================  ========  ==============  =========  ======== 
 

1. The rail companies are 65% owned by The Go-Ahead Group plc and 35% owned by Keolis (UK) Limited and held through Govia Limited.

The registered office of all dormant subsidiaries incorporated in the United Kingdom is: 3(rd) Floor, 41-51 Grey Street, Newcastle upon Tyne, NE1 6EE.

The registered office of Go-Ahead Sverige AB incorporated in Sweden is: Mäster Samuelsgatan 20, SE 101 39, Stockholm, Sweden.

The registered office of Go-Ahead Norge AS incorporated in Norway is: Filipstad Brygge 1, NO 0125, Oslo, Norway.

The registered office of all jointly controlled dormant entities is: Kepier House, Belmont Business Park, Durham, DH1 1TH.

All dormant companies listed above are incorporated in the United Kingdom have taken advantage of the UK Companies Act 2006, S480 exemption from audit.

Transactions with other related parties

The Group meets certain costs of administering the Group's retirement benefit plans, including the provision of meeting space and office support functions to the trustees. Costs borne on behalf of the retirement benefit plans amounted to GBP0.2m (2016: GBP0.2m).

Joint ventures

The Group's joint venture, On Track Retail Limited 'OTR', has its principal place of business in the United Kingdom. The principal activity of OTR is the development and provision of web ticketing applications for the rail industry. The activities of the joint venture are strategically important to the business activities of the Group. The Group owns 50% of the ordinary share capital of OTR.

Compensation of key management personnel of the Group

The key management are considered to be the directors of the parent company.

 
                                  2017   2016 
                                  GBPm   GBPm 
===============================  =====  ===== 
Short term employee benefits       1.4    1.3 
Long term employee benefits(1)     0.3    1.0 
Post employment benefits           0.1      - 
===============================  =====  ===== 
                                   1.8    2.3 
===============================  =====  ===== 
 

1. The long term employee benefits relate to LTIP and DSBP.

Material partly owned subsidiaries

Financial information of subsidiaries that have material non-controlling interests is provided below:

Proportion of equity interest held by non-controlling interests:

 
                                           Country of 
                                        incorporation 
                                        and operation  2017  2016 
====================================  ===============  ====  ==== 
Govia Limited                          United Kingdom   35%   35% 
London and South Eastern Railway 
 Limited(1)                            United Kingdom   35%   35% 
Southern Railway Limited(1)            United Kingdom   35%   35% 
London and Birmingham Railway 
 Limited(1)                            United Kingdom   35%   35% 
Govia Thameslink Railway Limited(1)    United Kingdom   35%   35% 
Thameslink Rail Limited(1)             United Kingdom   35%   35% 
New Southern Railway Limited(1)        United Kingdom   35%   35% 
====================================  ===============  ====  ==== 
 

1. Subsidiary of Govia Limited.

 
                                                    2017   2016 
                                                    GBPm   GBPm 
=================================================  =====  ===== 
Accumulated balances of material non-controlling 
 interest: 
Govia Limited                                       23.7   22.6 
Total comprehensive income allocated to material 
 non-controlling interest: 
Govia Limited                                       22.4   24.4 
=================================================  =====  ===== 
 

The summarised financial information of these subsidiaries is provided below. The information is based on amounts before inter-company eliminations:

Summarised income statement of Govia Limited and its subsidiary companies for the year ended 1 July 2017 and 2 July 2016:

 
                                                              Restated 
                                                       2017       2016 
                                                       GBPm       GBPm 
================================================  =========  ========= 
Revenue                                             2,579.1    2,498.0 
Operating costs                                   (2,499.8)  (2,410.7) 
Finance revenue                                         2.3        3.2 
Finance costs                                         (1.9)      (2.9) 
================================================  =========  ========= 
Profit on ordinary activities before taxation          79.7       87.6 
Tax expense                                          (16.4)     (17.7) 
================================================  =========  ========= 
Profit for the year from controlling operations        63.3       69.9 
================================================  =========  ========= 
Total comprehensive income                             63.3       69.9 
================================================  =========  ========= 
Attributable to non-controlling interests              22.4       24.4 
================================================  =========  ========= 
Dividends paid to non-controlling interests            21.3       17.8 
================================================  =========  ========= 
 

Summarised balance sheet of Govia Limited and its subsidiary companies as at 1 July 2017 and 2 July 2016:

 
                                                     2017     2016 
                                                     GBPm     GBPm 
================================================  =======  ======= 
Current assets - inventories, trade and other 
 receivables, cash                                  850.7    924.5 
Non-current assets - property, plant and 
 equipment, intangible assets, deferred tax          51.9     35.4 
Current liabilities - trade and other payables, 
 provisions                                       (776.0)  (849.7) 
Non-current liabilities - provisions               (58.9)   (45.6) 
================================================  =======  ======= 
Total equity                                         67.7     64.6 
================================================  =======  ======= 
Attributable to: 
Equity holders of the parent                         44.0     42.0 
Non-controlling interest                             23.7     22.6 
================================================  =======  ======= 
 

These balance sheet amounts are shown before intercompany eliminations.

Summarised cashflow information of Govia Limited and its subsidiary companies for the year ended 1 July 2017 and 2 July 2016:

 
                                              2017    2016 
                                              GBPm    GBPm 
==========================================  ======  ====== 
Operating                                   (18.4)    62.7 
Investing                                     30.0    20.8 
Financing                                   (62.9)  (53.7) 
==========================================  ======  ====== 
Net (decrease)/ increase in cash and cash 
 equivalents                                (51.3)    29.8 
==========================================  ======  ====== 
 

For further information please contact:

Carolyn Ferguson

Group Company Secretary

0191 232 3123

This information is provided by RNS

The company news service from the London Stock Exchange

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September 29, 2017 12:19 ET (16:19 GMT)