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SSPG Ssp Group Plc

204.40
-0.60 (-0.29%)
24 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Ssp Group Plc LSE:SSPG London Ordinary Share GB00BGBN7C04 ORD 1 17/200P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.60 -0.29% 204.40 204.20 204.80 205.80 200.00 200.00 1,958,116 16:35:06
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Food Preparations, Nec 3.02B 8.1M 0.0102 200.20 1.63B

SSP Group PLC AGM Notice, Special Dividend & Share Consolidation (9554C)

25/01/2018 2:30pm

UK Regulatory


Ssp (LSE:SSPG)
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TIDMSSPG

RNS Number : 9554C

SSP Group PLC

25 January 2018

25 January 2018

LEI: 213800QGNIWTXFMENJ24

SSP Group plc

(the "Company")

Posting of 2017 Annual Report and Accounts and Publication of a Circular including the Notice of Annual General Meeting and details of the Special Dividend and Share Consolidation

On 22 November 2017 the Company published its preliminary results for the year ended 30 September 2017 and announced its intention to return c.GBP100 million to shareholders by way of a Special Dividend. The Company today announces that the Directors have approved the decision to recommend the Special Dividend, subject to Shareholder approval, and have posted to Shareholders a circular which includes the Notice of Annual General Meeting and further details of the proposed Special Dividend and Share Consolidation (the "Circular"), a Form of Proxy and a copy of its Annual Report and Accounts for the period ending 30 September 2017.

All definitions used in the Circular have the same meaning when used in this announcement. The summary set out in this announcement should be read in conjunction with the full text of the Circular.

Special Dividend

The amount of the Special Dividend is 20.9 pence per Existing Ordinary Share. Subject to Shareholder approval at the Annual General Meeting, the Board is proposing to pay the Special Dividend to Shareholders on the register of members of the Company at 6.00 p.m. (London time) on 13 April 2018. The Special Dividend is expected to be paid to Shareholders on 27 April 2018.

Share Consolidation

It is proposed that the payment of the Special Dividend be accompanied by a consolidation of the Company's ordinary share capital. In line with market practice, the Share Consolidation is intended to maintain comparability, as far as possible, of the Company's share price before and after the Special Dividend, subject to normal market fluctuations. Under the proposed Share Consolidation, the Existing Ordinary Shares will be sub-divided and consolidated so that Shareholders will receive 30 New Ordinary Shares for every 31 Existing Ordinary Shares held at the Record Time, expected to be 6.00 p.m. on 13 April 2018. The nominal value of each New Ordinary Share will be 1 1/30 pence. Unless a Shareholder elects otherwise, fractions of New Ordinary Shares arising from the Share Consolidation will be aggregated and sold in the market, with the proceeds being distributed to the SSP Foundation (a charitable organisation set up by SSP Group plc, registered under charity no. 1163717).

The ratio used for the Share Consolidation has been set by reference to the closing middle-market price of 654.5 pence per Existing Ordinary Share and the number of Existing Ordinary Shares in issue on 24 January 2018 (being the latest practicable date prior to the publication of the Circular).

Shareholders will own the same proportion of the Company as they did before the Share Consolidation so far as possible. Although the New Ordinary Shares will have a different nominal value, they will carry the same rights as currently attach to Existing Ordinary Shares under the existing articles of association.

The Special Dividend and Share Consolidation are conditional on Shareholder approval which will be sought at the Annual General Meeting on 27 February 2018 and Admission of the New Ordinary Shares to the Official List and to trading on the Main Market.

Applications will be made for (i) the Official List to be amended to reflect the New Ordinary Shares arising from the Share Consolidation, and (ii) the New Ordinary Shares to be admitted to trading on the Main Market. Trading on the London Stock Exchange for the Existing Ordinary Shares (under ISIN GB00BNGWY422) is expected to close at 4.30 p.m. on 13 April 2018, and it is expected that Admission of the New Ordinary Shares will become effective and trading in the New Ordinary Shares (under ISIN GB00BFWK4V16) will commence at 8.00 a.m. on 16 April 2018.

Expected Timetable

 
 Latest time and date                11.00 a.m. on 23 February 
  for receipt of Forms                2018 
  of Proxy and CREST proxy 
  instructions for the 
  Annual General Meeting 
 Annual General Meeting              11.00 a.m. on 27 February 
                                      2018 
 Ex-dividend date for                15 March 2018 
  the Final Dividend 
 Record date for Final               6.00 p.m. on 16 March 
  Dividend                            2018 
 Payment date for Final              29 March 2018 
  Dividend 
 Latest time of dealings             4.30 p.m. on 13 April 
  in Existing Ordinary                2018 
  Shares 
 Record Time for Special             6.00 p.m. on 13 April 
  Dividend and Share Consolidation    2018 
 Effective time and date             8.00 a.m. on 16 April 
  of the Share Consolidation          2018 
 Admission of New Ordinary           8.00 a.m. on 16 April 
  Shares to the Official              2018 
  List and to trading 
  on the Main Market and 
  commencement of dealings 
  in New Ordinary Shares 
 CREST accounts credited             By or as soon as practicable 
  with New Ordinary Shares            after 8.00 a.m. on 16 
                                      April 2018 
 Dispatch (where applicable)         26 April 2018 
  of share certificates 
  in respect of New Ordinary 
  Shares 
 Payment date for Special            27 April 2018 
  Dividend 
 

Notes

   1.     All time references in this announcement are to London, UK time. 

2. These dates are given on the basis of the Board's current expectations and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service and will be available on the Company's website at www.foodtravelexperts.com.

3. All events in the above timetable scheduled to take place after the Annual General Meeting in respect of the Final Dividend, the Special Dividend and the Share Consolidation respectively are conditional on the approval by Shareholders of the Final Dividend, the Special Dividend and the Share Consolidation respectively as proposed. All events in the timetable from Admission of the New Ordinary Shares are also conditional upon Admission occurring.

Annual General Meeting

The Company's Annual General Meeting will be held at 11.00 a.m. on 27 February 2018 at the offices of Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL.

National Storage Mechanism

Copies of the 2017 Annual Report and Accounts, the Circular and Form of Proxy have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Morningstar.co.uk/uk/nsm. Copies of the 2017 Annual Report and Accounts and the Circular are also available on the Company's website at www.foodtravelexperts.com.

Regulated Information

The information set out in the Appendix, which is extracted from the 2017 Annual Report and Accounts, is included for the purposes of complying with DTR 6.3.5 and its requirements on how to make public annual financial reports. The information in the Appendix should be read in conjunction with the Company's preliminary results for the year ended 30 September 2017 released on 22 November 2017 which can be viewed at www.foodtravelexperts.com. Together, these constitute the material required by DTR 6.3.5 to be communicated in unedited full text through a Regulatory Information Service.

For further information contact:

SSP Group plc

Helen Byrne

Company Secretary & General Counsel

0207 543 3300

Investor and analyst enquiries

Sarah John

Director of Investor Relations

+44 (0) 203 714 5251

E-mail: sarah.john@ssp-intl.com

Appendix

This material should also be read in conjunction with, and is not a substitute for reading, the full 2017 Annual Report and Accounts.

Note and page references in the text of this Appendix refer to note numbers and page numbers in the 2017 Annual Report and Accounts that can be viewed on the Company's website.

   1.   Directors' Responsibility statement 

The following responsibility statement is repeated here to comply with DTR 6.3.5. This statement relates to, and is extracted from, page 57 of the 2017 Annual Report and Accounts. Responsibility is for the full 2017 Annual Report and Accounts, not the extracted information presented in this announcement and the full year results announcement.

The Directors are responsible for preparing the annual report and the Group and parent company financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare Group and parent company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU) and applicable law and have elected to prepare the parent company financial statements in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework.

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

   --      select suitable accounting policies and then apply them consistently; 
   --      make judgements and estimates that are reasonable, relevant, reliable and prudent; 

-- for the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU;

-- for the parent company financial statements, state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the parent company financial statements;

-- assess the Group and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

-- use the going concern basis of accounting, unless they either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic report, Directors' report, Directors' remuneration report and Corporate Governance statement that complies with that law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility statement of the Directors in respect of the annual financial report

We confirm that to the best of our knowledge:

-- the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

-- the Strategic report and Directors' report include a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

We consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.

Kate Swann

Chief Executive Officer

21 November 2017

Jonathan Davies

Chief Financial Officer

21 November 2017

   2.   Principal Risks 

The description below of the principal risks and uncertainties that the Company faces is extracted from pages 18 to 21 of the 2017 Annual Report and Accounts.

The following table summarises the principal risks and uncertainties to which the Group is exposed, and the actions taken to mitigate those risks and uncertainties. Risks are identified as principal based on the likelihood of occurrence and the potential impact on the Group and are listed in order of priority.

Two new risks have been added to the principal risks since the prior year, indicated as such in the table below.

       Risk increasing              Risk decreasing                No risk movement 
 
 Risk/Risk Priority               Risk Description             Mitigating 
                                                                Factors 
-------------------------------  ---------------------------  -------------------------- 
     1. Business environment      The Group operates           The Group monitors 
                                   in the travel                the performance 
                                   environment where            of individual 
                                   external factors             business units 
                                   such as the general          and markets 
                                   economic and                 regularly. 
                                   geopolitical                 The Executive 
                                   climate, levels              Directors review 
                                   of disposable                detailed weekly 
                                   income, weather,             and monthly 
                                   changing demographics        information 
                                   and travel patterns          covering a 
                                   could all impact             range of KPIs, 
                                   both passenger               and monitors 
                                   numbers and consumer         progress on 
                                   spending. There              key strategic 
                                   is a risk that               projects with 
                                   the Group is                 local senior 
                                   unable to, or                management. 
                                   poorly placed                Specific short 
                                   to, respond to               and medium-term 
                                   these external               actions are 
                                   events.                      taken to address 
                                                                any trading 
                                   The travel environment       performance 
                                   is vulnerable                issues which 
                                   to acts of terrorism         are monitored 
                                   or war, an outbreak          on an ongoing 
                                   of pandemic disease,         basis. 
                                   or a major and 
                                   extreme weather              The Group also 
                                   event or natural             conducts extensive 
                                   disaster which               research to 
                                   could reduce                 understand 
                                   the number of                current levels 
                                   passengers in                of customer 
                                   travel locations.            satisfaction 
                                                                and gathers 
                                                                feedback on 
                                                                changing requirements. 
 
                                                                The Group has 
                                                                business continuity 
                                                                plans in place 
                                                                including liaison 
                                                                with authorities 
                                                                and clients 
                                                                in key locations 
                                                                to ensure that 
                                                                contingency 
                                                                plans are comprehensive 
                                                                and complete. 
-------------------------------  ---------------------------  -------------------------- 
    2. Retention                  The Group's operations       The Group's 
     of existing client            are dependent                local management 
     relationships                 on the terms                 structures 
                                   of airport and               in all its 
                                   railway station              major geographies 
                                   concession agreements.       allow it to 
                                   Growth is dependent          maintain strong 
                                   on the Group's               relationships 
                                   ability to retain            with its clients 
                                   existing concession          and monitor 
                                   contracts and                performance 
                                   win new contracts            in close partnership 
                                   from either new              with its clients' 
                                   or existing clients.         management 
                                   The Group's clients          teams. 
                                   may turn to alternative 
                                   operators, cease             The Group has 
                                   operations, terminate        an established 
                                   contracts with               contact strategy 
                                   the Group or                 with key clients 
                                   increase cost                to establish 
                                   pressure on the              and/or maintain 
                                   Group.                       ongoing relationships. 
 
                                                                The Group also 
                                                                has an annual 
                                                                online and 
                                                                interview-based 
                                                                client survey 
                                                                to ensure any 
                                                                concerns are 
                                                                being addressed. 
                                                                Furthermore, 
                                                                the Group proactively 
                                                                seeks to invest 
                                                                in, extend 
                                                                and enhance 
                                                                its offers 
                                                                in key locations, 
                                                                working in 
                                                                conjunction 
                                                                with clients. 
-------------------------------  ---------------------------  -------------------------- 
    3. Poor execution             There is a risk              The Group, 
     and mobilisation              that the Group               regional and 
     of new contracts              may not be successful        country senior 
                                   in mobilising                management 
                                   new contracts                teams review 
                                   and operating                mobilisation 
                                   them successfully.           plans to ensure 
                                                                that new openings 
                                                                are delivered 
                                                                on time and 
                                                                in line with 
                                                                the specific 
                                                                agreement or 
                                                                contract. 
 
                                                                The Group has 
                                                                strengthened 
                                                                the management 
                                                                teams in the 
                                                                high-growth 
                                                                regions of 
                                                                Asia Pacific, 
                                                                and India, 
                                                                especially 
                                                                in finance 
                                                                and operations. 
-------------------------------  ---------------------------  -------------------------- 
    4. Labour laws                Approximately                The Group works 
     and unions                    46% of the Group's           proactively 
                                   employees are                with all of 
                                   subject to collective        its unions 
                                   bargaining agreements.       to ensure that 
                                   These are principally        the various 
                                   in France, Germany,          collective 
                                   Spain, Denmark,              bargaining 
                                   Finland, Norway,             agreements 
                                   Sweden and the               are appropriate 
                                   United States.               for the Group 
                                                                and minimise 
                                   The Group is                 commercial 
                                   also subject                 risks. 
                                   to minimum wage 
                                   requirements                 The Group is 
                                   and mandatory                reviewing the 
                                   healthcare subsidisation     impact of changes 
                                   in some of the               in remuneration 
                                   jurisdictions                structures, 
                                   in which it operates,        including the 
                                   notably North                introduction 
                                   America, the                 of the National 
                                   United Kingdom               Living Wage 
                                   and China.                   and Apprenticeship 
                                                                Levy in the 
                                                                United Kingdom 
                                                                and the healthcare 
                                                                bill in the 
                                                                United States 
                                                                and developing 
                                                                mitigating 
                                                                strategies 
                                                                across the 
                                                                Group. 
-------------------------------  ---------------------------  -------------------------- 
    5. Implementation             The Group is                 The Group has 
     of efficiency                 continuously                 completed detailed 
     programmes                    seeking new programmes       evaluation, 
                                   to improve efficiency.       planning and 
                                   These change                 partial implementation 
                                   programmes could             of its major 
                                   fail to deliver              change programmes, 
                                   the desired benefits         adapting and 
                                   e.g. labour efficiency       responding 
                                   and improvements             to feedback 
                                   in waste and                 on an ongoing 
                                   loss.                        basis. 
 
                                                                Where required 
                                                                to aid these 
                                                                programmes, 
                                                                the Group continues 
                                                                to utilise 
                                                                specialist 
                                                                expertise in 
                                                                the business, 
                                                                both at a Group 
                                                                and a country 
                                                                level. 
 
                                                                The Group provides 
                                                                central support 
                                                                with regional 
                                                                CEOs and CFOs 
                                                                to facilitate 
                                                                appropriate 
                                                                country actions 
                                                                based on key 
                                                                performance 
                                                                indicators 
                                                                linked to margin 
                                                                management. 
 
                                                                Group IT also 
                                                                provides support 
                                                                for project 
                                                                management 
                                                                and implementation 
                                                                using agreed 
                                                                standard business 
                                                                processes 
                                                                and controls. 
-------------------------------  ---------------------------  -------------------------- 
    6. Changing client            Changing client              The Group has 
     behaviours                    requirements,                in place a 
                                   such as splitting            clear 'SSP 
                                   tenders across               Value Proposition' 
                                   two or more providers,       that it presents 
                                   partnering with              to the client 
                                   operators in                 to address 
                                   joint ventures,              this risk. 
                                   developing third 
                                   party purchasing             The Group Director 
                                   models and favouring         of Strategic 
                                   local brand operators        Partnerships 
                                   or partnering                and the Group 
                                   directly with                Chief Commercial 
                                   brand owners,                Officer work 
                                   may adversely                closely with 
                                   affect the Group's           country management 
                                   business.                    teams to enhance 
                                                                and clarify 
                                                                the Group's 
                                                                proposition 
                                                                to its clients. 
 
                                                                The Group's 
                                                                contact strategy 
                                                                with key stakeholders 
                                                                and clients 
                                                                helps to mitigate 
                                                                this risk. 
                                                                This is informed 
                                                                by its annual 
                                                                client survey, 
                                                                which is carried 
                                                                out by an independent 
                                                                party. 
-------------------------------  ---------------------------  -------------------------- 
    7. Expansion                  The Group's strategy         The Group has 
     into new markets              involves expanding           strengthened 
                                   its business                 the management 
                                   in developing                team in Asia 
                                   markets, including           Pacific, and 
                                   Asia Pacific,                India, especially 
                                   India, Eastern               in finance 
                                   Europe and the               and operations 
                                   Middle East.                 where this 
                                                                risk is high 
                                   Political, economic          and the Group 
                                   and legal systems            is growing. 
                                   and conditions 
                                   in these countries           In addition, 
                                   are generally                the Group adopts 
                                   less predictable             a joint venture 
                                   than in countries            model in certain 
                                   with more developed          new territories 
                                   institutional                to provide 
                                   structures, subjecting       access to existing 
                                   the Group to                 local infrastructure 
                                   additional commercial,       and expertise 
                                   reputational,                as well as 
                                   legal and compliance         to help mitigate 
                                   risks.                       the risk inherent 
                                                                on entering 
                                                                new territories. 
 
                                                                The Group has 
                                                                clearly defined 
                                                                authorisation 
                                                                procedures 
                                                                for all contract 
                                                                investment 
                                                                to ensure that 
                                                                it is consistent 
                                                                with the objectives 
                                                                set by the 
                                                                Board, and 
                                                                fully considers 
                                                                and evaluates 
                                                                the risks inherent 
                                                                in expansion 
                                                                into new locations 
                                                                and territories. 
 
                                                                The Group works 
                                                                with in-house 
                                                                and external 
                                                                advisors to 
                                                                ensure the 
                                                                risks of doing 
                                                                business in 
                                                                developing 
                                                                markets are 
                                                                identified 
                                                                and, where 
                                                                possible, mitigated 
                                                                before entering 
                                                                those markets.This 
                                                                includes appropriate 
                                                                due diligence 
                                                                of potential 
                                                                joint venture 
                                                                and other local 
                                                                partners. 
 
                                                                The Group legal 
                                                                team works 
                                                                closely with 
                                                                country legal 
                                                                and operational 
                                                                teams to support 
                                                                business development 
                                                                activities 
                                                                and ensure 
                                                                compliance 
                                                                with local 
                                                                requirements. 
                                                                The risk of 
                                                                working in 
                                                                developing 
                                                                markets is 
                                                                also monitored 
                                                                by the Risk 
                                                                Committee and 
                                                                the Audit Committee. 
-------------------------------  ---------------------------  -------------------------- 
    8. Senior management          The performance              The Group continues 
     capability and                of the Group                 to review key 
     retention                     depends on its               roles and succession 
                                   ability to attract,          plans in country 
                                   motivate and                 and at a Group 
                                   retain key employees.        level. Senior 
                                   The skills developed         resources have 
                                   in our business              been strengthened 
                                   are highly attractive        in a number 
                                   to other companies,          of strategically 
                                   which regularly              important and 
                                   target our staff             growing businesses. 
                                   for recruitment. 
                                                                The Remuneration 
                                   The Group may                Committee monitors 
                                   not have sufficient          the levels 
                                   management capability        of remuneration 
                                   at a senior level,           for senior 
                                   such as country              management 
                                   leadership, to               and seeks to 
                                   execute the planned          ensure that 
                                   operational efficiency       they are designed 
                                   programmes and               to attract, 
                                   support the growth           retain and 
                                   and development              motivate the 
                                   of the business.             key personnel 
                                                                required to 
                                   The Group may                run the Group 
                                   not have sufficient          effectively. 
                                   resources such 
                                   as in legal,                 The Group carries 
                                   finance and IT,              out an annual 
                                   to meet the changing         talent mapping 
                                   and complex needs            exercise to 
                                   of an international          identify candidates 
                                   and growing business.        for future 
                                                                roles and continues 
                                                                to invest in 
                                                                additional 
                                                                resource to 
                                                                support change 
                                                                initiatives 
                                                                and business 
                                                                development 
                                                                programmes. 
-------------------------------  ---------------------------  -------------------------- 
    9. Intensified                Competition intensifies      The Group has 
     competition                   as the Group's               developed high-quality 
                                   competitors become           'business-to-business' 
                                   more sophisticated           marketing collateral 
                                   and direct more              to clearly 
                                   resources to                 lay out the 
                                   the preparation              benefits of 
                                   of tenders and               working with 
                                   take a more aggressive       SSP, which 
                                   position on commercial       it shares with 
                                   terms when tendering         the clients 
                                   for contracts.               to help them 
                                   This could put               better understand 
                                   pressure on the              the Group's 
                                   Group's profitability        proposition 
                                   and reduce the               from both quantitative 
                                   availability                 and qualitative 
                                   and attractiveness           aspects. 
                                   of contracts. 
                                                                The Group's 
                                                                strengthened 
                                                                business development 
                                                                team utilises 
                                                                the feedback 
                                                                from regular 
                                                                client satisfaction 
                                                                surveys when 
                                                                developing 
                                                                new tenders 
                                                                to ensure they 
                                                                remain competitive 
                                                                to clients. 
 
                                                                The Group has 
                                                                clear internal 
                                                                benchmarking 
                                                                and investment 
                                                                appraisal processes 
                                                                to evaluate 
                                                                tender proposals 
                                                                and to ensure 
                                                                that the Group 
                                                                is able to 
                                                                make a competitive 
                                                                offer, as well 
                                                                as meet its 
                                                                investment 
                                                                criteria. 
 
                                                                The Group continues 
                                                                to extend its 
                                                                brand portfolio, 
                                                                including via 
                                                                partnerships 
                                                                with celebrity 
                                                                chefs, to provide 
                                                                breadth and 
                                                                depth as part 
                                                                of a tender 
                                                                process. 
                                                                . 
-------------------------------  ---------------------------  -------------------------- 
    10. Impact of                 There may be                 The Group carefully 
     Brexit                        a potential impact           monitors the 
     NEW RISK                      from Brexit on               ongoing negotiations 
                                   consumer spending,           of the UK's 
                                   cost inflation               exit from the 
                                   and the mobility             EU and as further 
                                   of EU labour                 impacts of 
                                   in the UK.                   Brexit develop 
                                                                and crystallise, 
                                                                the Executive 
                                                                Directors and 
                                                                senior management 
                                                                will consider 
                                                                and implement 
                                                                additional 
                                                                mitigating 
                                                                actions. 
 
                                                                The Group maintains 
                                                                a global portfolio 
                                                                and regularly 
                                                                monitors the 
                                                                impact of foreign 
                                                                exchange fluctuations 
                                                                on its cash 
                                                                flows, mitigating 
                                                                the impact 
                                                                from exchange 
                                                                risk. 
 
                                                                The Group's 
                                                                pricing and 
                                                                range initiatives 
                                                                are driven 
                                                                by continuous 
                                                                monitoring 
                                                                of consumer 
                                                                spend benchmarks. 
 
                                                                Various gross 
                                                                margin initiatives 
                                                                including recipe 
                                                                re-engineering 
                                                                and procurement 
                                                                rationalisation 
                                                                continue to 
                                                                be pursued, 
                                                                in order to 
                                                                mitigate the 
                                                                impact of cost 
                                                                inflation. 
 
                                                                The Group continues 
                                                                to develop 
                                                                its UK recruitment 
                                                                strategy to 
                                                                ensure SSP 
                                                                is positioned 
                                                                as an attractive 
                                                                employer in 
                                                                the UK. 
-------------------------------  ---------------------------  -------------------------- 
    11. Insufficient              The Group may                The Group prioritises 
     business development          not be successful            its investment 
     capability and                in winning new               in new contracts 
     investment                    contracts on                 as part of 
                                   commercially                 the ongoing 
                                   acceptable terms.            review of its 
                                                                global pipeline, 
                                   The Group may                and the prioritisation 
                                   not have the                 of its capital 
                                   capability to                investment 
                                   enter new markets            and resources. 
                                   and capitalise 
                                   on the business              The Group has 
                                   development opportunities    strengthened 
                                   these provide.               the management 
                                                                team in Asia 
                                                                Pacific and 
                                                                India, especially 
                                                                in finance 
                                                                and operations. 
-------------------------------  ---------------------------  -------------------------- 
    12. Compliance                The laws and                 The Group has 
     Risk                          regulations governing        processes in 
     NEW RISK                      the Group's industry         place to ensure 
                                   have become increasingly     compliance 
                                   complex across               with local 
                                   a number of jurisdictions    laws and regulations. 
                                   and a wide variety           The Group may 
                                   of areas, including,         obtain external 
                                   among others,                advice to supplement 
                                   food safety,                 the in-house 
                                   labour, employment,          legal and compliance 
                                   immigration,                 team. 
                                   security and 
                                   safety, health               The Group has 
                                   and safety, competition      a Code of Conduct 
                                   and antitrust,               and Anti-Bribery 
                                   consumer protection          and Anti-Corruption 
                                   (including data              Policy and 
                                   protection),                 training has 
                                   environment,                 been rolled 
                                   licensing requirements       out internationally. 
                                   and related compliance. 
                                                                The Group's 
                                   With a UK parent             procedures 
                                   company, the                 under the policy 
                                   Group is required            include regular 
                                   to comply with               reporting by 
                                   the provisions               the businesses 
                                   of the UK Bribery            into the Risk 
                                   Act and the new              Committee. 
                                   legislation aimed            Compliance 
                                   at preventing                is monitored 
                                   the facilitation             by Internal 
                                   of tax evasion,              Audit and the 
                                   as well as the               Risk Committee 
                                   local equivalent             on an ongoing 
                                   laws in the territories      basis and all 
                                   in which the                 alleged breaches 
                                   Group operates.              of the Code 
                                                                of Conduct 
                                   The Group is                 and policy 
                                   required to comply           are investigated. 
                                   with current 
                                   data privacy                 The Group has 
                                   laws, in many                conducted a 
                                   of the jurisdictions         risk assessment 
                                   in which it operates.        regarding the 
                                   In the EU, the               new UK tax 
                                   Company will                 legislation 
                                   be subject to                and is reviewing 
                                   the new General              its policies 
                                   Data Protection              and procedures 
                                   Regulation (GDPR)            in this regard. 
                                   from May 2018. 
                                   This requires                The Group has 
                                   the adoption                 established 
                                   of stricter data             a GDPR working 
                                   management processes         group with 
                                   in order to address          representatives 
                                   greater rights               from each key 
                                   for individuals,             division to 
                                   mandatory breach             assess and 
                                   reporting and                ensure the 
                                   more rigorous                Group is able 
                                   compliance obligations.      to manage GDPR 
                                                                compliance 
                                   There is a risk              risk. Local 
                                   that the Group               champions have 
                                   fails to comply              been identified 
                                   with the new                 and the Group 
                                   rules or to implement        is making progress 
                                   adequate processes           to ensure it 
                                   to safeguard                 is compliant 
                                   personal data.               with the new 
                                   This could give              rules. 
                                   rise to larger 
                                   fines, penalties             The Group has 
                                   and civil action             food safety 
                                   from individuals.            controls and 
                                                                procedures 
                                   The preparation              in place that 
                                   of food and maintenance      are embedded 
                                   of the Group's               in the Group's 
                                   supply chain                 operations. 
                                   require a base               These are monitored 
                                   level of hygiene,            by country 
                                   temperature maintenance      management 
                                   and traceability,            teams on a 
                                   and expose the               regular basis 
                                   Group to possible            and appropriate 
                                   food safety liability        action is taken 
                                   claims and issues.           if any issues 
                                                                are identified. 
                                                                Training sessions 
                                                                are also held 
                                                                in country 
                                                                to ensure compliance 
                                                                with these 
                                                                procedures. 
-------------------------------  ---------------------------  -------------------------- 
 13. Execution                    The Group fails              The Group continues 
  of outsourcing                   to execute outsourcing       to utilise 
  programmes                       projects effectively         specialist 
                                   resulting in                 resources in 
                                   the business                 the business 
                                   as usual being               to manage implementation 
                                   disrupted and                and transition 
                                   the introduction             projects and 
                                   of new third                 to use external 
                                   party risks.                 advisors to 
                                                                provide input 
                                                                into the management 
                                                                of risks on 
                                                                such projects. 
                                                                Performance 
                                                                feedback is 
                                                                reported to 
                                                                the Executive 
                                                                Committee on 
                                                                a regular basis 
                                                                and the Risk 
                                                                Committee periodically. 
                                                                The Group has 
                                                                included the 
                                                                outsourcing 
                                                                centres in 
                                                                its Internal 
                                                                Audit review 
                                                                scope. 
 
                                                                The outsourcing 
                                                                partners are 
                                                                highly reputable 
                                                                and were selected 
                                                                after a rigorous 
                                                                tender process 
                                                                and extensive 
                                                                due diligence. 
-------------------------------  ---------------------------  -------------------------- 
    14. Maintenance/development   The Group's success          The Group carries 
     of brand portfolio            is largely dependent         out extensive 
                                   upon its ability             customer research 
                                   to maintain its              into passengers' 
                                   portfolio of                 needs and continually 
                                   proprietary brands           analyses market 
                                   as well as the               trends in order 
                                   brands of its                to enhance 
                                   franchisors,                 its brand and 
                                   and the appeal               concept portfolio 
                                   of those brands              on an ongoing 
                                   for clients and              basis. 
                                   customers. The 
                                   loss of any significant      The Group continues 
                                   partner brands,              to strengthen 
                                   the inability                its dedicated 
                                   to obtain rights             brands team 
                                   to new brands                to work closely 
                                   over time or                 with its partner 
                                   the diminution               brands and 
                                   in the appeal                to enable greater 
                                   of partner brands            capacity to 
                                   or the Group's               attract and 
                                   proprietary brands           manage a broader 
                                   could impair                 portfolio of 
                                   the Group's ability          external brands. 
                                   to compete effectively 
                                   in tender processes 
                                   and ultimately 
                                   have a material 
                                   adverse effect 
                                   on the Group's 
                                   business. 
-------------------------------  ---------------------------  -------------------------- 
    15. Cyber threats             The Group becomes            The Group continually 
                                   exposed to information       reviews its 
                                   security and                 business continuity 
                                   cyber threats                plans for its 
                                   e.g. Payment                 supply chain, 
                                   Card Industry                IT disaster 
                                   Data Security                recovery, and 
                                   Standards (PCIDSS).          information 
                                                                security policies 
                                                                and practices 
                                                                to ensure that 
                                                                these meet 
                                                                the changing 
                                                                landscape. 
 
                                                                The Group's 
                                                                segmental business 
                                                                model and IT 
                                                                systems structure 
                                                                help to ensure 
                                                                that potential 
                                                                cyber attacks 
                                                                are likely 
                                                                to remain isolated 
                                                                locally rather 
                                                                than impacting 
                                                                the whole Group. 
-------------------------------  ---------------------------  -------------------------- 
    16. Tax strategy              Risk that reputation         The Group has 
                                   is damaged if                a tax management 
                                   customers, clients           policy which 
                                   and/or suppliers             is based on 
                                   believe that                 Board guidance 
                                   the Group is                 to adopt a 
                                   engaged in aggressive        low risk tax 
                                   or abusive tax               strategy. 
                                   avoidance. 
-------------------------------  ---------------------------  -------------------------- 
 
   3.   Related Parties 

The following is extracted from note 27 to the Group's consolidated financial statements (on pages 97 to 98).

Related party relationships exist with the Group's subsidiaries, associates (note 12), key management personnel, pension schemes (note 19) and employee benefit trust (note 21).

Subsidiaries

Transactions between the Company and its subsidiaries, and transactions between subsidiaries, have been eliminated on consolidation and are not disclosed in this note. Where the Group does not own 100% of its subsidiary, significant transactions with the other investors in the jointly owned subsidiary (JV partner), other than those listed in note 21, are disclosed in this note. Sales and purchases with related parties are made at normal market prices.

Associates

Significant transactions with associated undertakings during the year, other than those included in note 12, are included in the table below.

 
                                                          2017   2016 
                                                          GBPm   GBPm 
-------------------------------------------------------  -----  ----- 
Purchases from related parties(1)                        (5.4)  (4.8) 
Management fee income                                      2.5    1.6 
Other income                                               1.5    0.9 
Other expenses(2)                                        (6.5)  (0.2) 
Amounts owed by related parties at the end of the year     4.2    0.7 
Amounts owed to related parties at the end of the year   (0.8)  (4.9) 
-------------------------------------------------------  -----  ----- 
 

1 The majority of purchases from related parties relates to purchases from The Minor Food Group PCL (GBP4.8m; 2016: GBP4.8m) which owns 51% of Select Service Partner Co. Limited.

2 The majority of other costs relate to GBP5.3m concession fees charged by Mumbai Airport Private Limited, which owns 14.7% of Mumbai Airport Lounge Services Private Limited.

The Group has provided a number of guarantees to third parties in respect of obligations of its associates, relating to, for example, concession agreements, franchise agreements and financing facilities. In addition, certain subsidiaries benefit from guarantees provided by the Group's JV partners to similar third parties (in respect of obligations of the subsidiaries). These guarantees are consistent with those provided in the normal course of business in respect of the Group's wholly owned subsidiaries.

Remuneration of key management personnel

The remuneration of key management personnel of the Group is set out below in aggregate for each of the categories specified in IAS 24 'Related Party Disclosures'. The Group considers key management personnel to be the Chief Executive Officer, Chief Financial Officer and Non-Executive Directors.

 
                                2017   2016 
                                GBPm   GBPm 
-----------------------------  -----  ----- 
Short-term employee benefits   (4.1)  (4.0) 
Post-employment benefits       (0.4)  (0.4) 
Share-based payments           (2.3)  (1.3) 
-----------------------------  -----  ----- 
                               (6.8)  (5.7) 
-----------------------------  -----  ----- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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January 25, 2018 09:30 ET (14:30 GMT)

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