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SIV Sivota Plc

32.50
0.00 (0.00%)
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Sivota Plc LSE:SIV London Ordinary Share GB00BMH30492 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 32.50 30.00 35.00 32.50 32.50 32.50 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Investors, Nec 5.92M -3.2M -0.2542 -1.28 4.09M

St. Ives PLC Annual Report and Accounts 2017 and Notice of AGM (3220V)

01/11/2017 5:30pm

UK Regulatory


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TIDMSIV

RNS Number : 3220V

St. Ives PLC

01 November 2017

1 November 2017

St Ives plc

2017 Annual Report and Accounts and Notice of AGM

Further to the Company's announcement of its annual results on 3 October 2017, copies of the Annual Report and Accounts 2017 for the fifty two weeks ended 28 July 2017 ('the Annual Report 2017'), the Notice of Annual General Meeting of the Company and the Form of Proxy in relation to the Annual General Meeting ('the Shareholder Documents') have today been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/nsm

The Shareholder Documents will shortly be available to download from the Company Policies & Circulars section of the Company's website, under Investor Relations, at www.st-ives.co.uk.

Hard copies of the above Shareholder Documents have today been posted to shareholders.

The Company's Annual General Meeting will be held at 11.00 a.m. on Thursday, 30 November 2017 at One Tudor Street, London EC4Y 0AH.

Additional Information

The following information is extracted from the Annual Report 2017 (page references are to pages in the Annual Report 2017) and should be read in conjunction with the Company's announcement of its annual results issued on 3 October 2017. Both documents can be found at www.st-ives.co.uk and together, constitute the material required by DTR 6.3.5 to be communicated to the media in unedited full text through a Regulatory Information Service. This material is not a substitute for reading the Annual Report 2017 in full.

Principal Risks and Uncertainties

 
 Risk                   Description            Change in                Mitigating activities 
                                                2017 
---------------------  ---------------------  -----------------------  ----------------------------- 
 ACQUISITION             As businesses          Decreased.               Stringent selection 
  STRATEGY                are acquired           No acquisitions          criteria followed 
  Acquisitions            as part                were made                for pursuing 
  may not                 of the Group's         during the               acquisitions 
  fit in to               strategic              course of                that fit within 
  the Group's             objectives             the year.                the Group's strategy 
  strategic               to grow                As a result              and culture. 
  direction               its Strategic          and whilst               Detailed due 
  and may                 Marketing              acquisitions             diligence undertaken 
  fail to                 segment,               remain a                 using external 
  deliver                 it is fundamental      strategic                advisers. Board 
  growth and              to identify            objective                strategic reviews 
  successful              businesses             in the medium            held annually 
  integration             that will              term, the                to monitor progress 
  as a result.            enhance                inherent                 against the business 
                          the Group's            risk rating              model to, as 
                          capabilities.          is lower                 necessary, refresh 
                                                 than in                  and adapt the 
                                                 the prior                Group's strategy 
                                                 year.                    for delivering 
                                                                          growth. Meetings 
                                                                          held with senior 
                                                                          management of 
                                                                          the subsidiaries 
                                                                          to determine 
                                                                          cross-selling 
                                                                          opportunities. 
---------------------  ---------------------  -----------------------  ----------------------------- 
 ORGANIC                 Investing              Unchanged.               Regular discussion 
  GROWTH                  in the wrong           Organic                  of strategy at 
  Organic                 sectors                growth is                Board meetings 
  growth,                 or territories         a key strategic          and meetings 
  including               could result           objective                of representatives 
  overseas                in significant         for the                  from the businesses 
  expansion,              incremental            business                 to develop the 
  may not                 costs to               and the                  Group's proposition, 
  be pursued              the Group.             risk factors             growth opportunities 
  in the right                                   involved                 and collaborative 
  sectors                                        are considered           behaviour. Detailed 
  or territories.                                to be consistent         budgets and three 
                                                 with the                 year plans submitted 
                                                 prior year               to the Board 
                                                 in view                  for review. 
                                                 of those 
                                                 territories 
                                                 that have 
                                                 been targeted. 
---------------------  ---------------------  -----------------------  ----------------------------- 
 SCALABILITY             Achieving              New risk.                Collaboration 
  Strategic               scalability            This risk                by businesses 
  Marketing               is important           has been                 such as working 
  businesses              within Digital,        added as                 on joint pitches. 
  may not                 Data and               a key risk               Organic growth 
  have sufficient         Insight                to the Group             of businesses 
  scale within            in order               during the               through recruitment 
  their sectors           to pursue              year following           drives and opening 
  to secure               a high growth          discussion               of new offices. 
  substantial             strategy.              by the Board             Bringing businesses 
  customer                Whilst included        on driving               closer together 
  contracts.              as a risk,             further                  under a single 
                          achieving              organic                  senior management 
                          greater                growth.                  team (such as 
                          scalability            Whilst the               in Data) to achieve 
                          is also                residual                 a greater combined 
                          an opportunity         risk has                 scalable offering. 
                          for the                also been                Investment in 
                          Group.                 assessed                 high growth Strategic 
                                                 as medium,               Marketing businesses 
                                                 the Board                and greater focus 
                                                 is encouraged            on securing longer 
                                                 by the progress          term contracts. 
                                                 made within 
                                                 Digital 
                                                 during the 
                                                 second half 
                                                 of the year 
                                                 in achieving 
                                                 greater 
                                                 scalability 
                                                 and with 
                                                 the current 
                                                 trajectory. 
---------------------  ---------------------  -----------------------  ----------------------------- 
 LEGACY BUSINESSES       This could,            Increased.               Consolidation 
  Issues arising          in the short           This risk                of businesses 
  within Marketing        term, impact           rating has               and management 
  Activation              the growth             been increased           within the Marketing 
  and Books               within the             following                Activation segment 
  may distract            Strategic              the further              has created greater 
  or inhibit              Marketing              decline                  synergies with 
  the Board's             segment                in Marketing             a senior management 
  focus on                if the Board           Activation               team across the 
  its strategic           encounters             led by the               segment that 
  objectives.             issues that            grocery                  oversees each 
                          emerge in              sector and               of the subsidiaries. 
                          other parts            the loss                 Diversification 
                          of the Group.          of the HarperCollins     away from the 
                                                 contract                 grocery retail. 
                                                 in Books.                Further restructuring 
                                                 Cost mitigation          and cost mitigation 
                                                 has been                 initiatives. 
                                                 undertaken. 
---------------------  ---------------------  -----------------------  ----------------------------- 
 ECONOMY                 Uncertainty            Unchanged.               Diversification 
  Challenging             in the economy         This risk                into markets 
  economic                largely                rating was               that are capable 
  conditions              associated             increased                of delivering 
  may inhibit             with Brexit,           during the               profit growth 
  growth and              could result           prior year               with an increasing 
  create uncertainty.     in marketing           due to the               range of marketing 
                          campaigns              degree of                companies. Diversification 
                          or projects            uncertainty              through growth 
                          being cancelled        in the economy,          in the US and 
                          or deferred            partly impacted          opportunities 
                          at short               by Brexit.               pursued to open 
                          notice.                The Board's              overseas offices, 
                          Whilst the             view is                  where client 
                          Group does             that the                 demand warrants 
                          have long              risk remains             it. Investment 
                          term contracts         the same.                in a wider range 
                          with clients,                                   of services offered 
                          the level                                       to clients. A 
                          of spend                                        continual review 
                          is predominantly                                the Group's cost 
                          at the client's                                 base. Secure 
                          discretion                                      more long-term 
                          rather than                                     client relationships 
                          being derived                                   and contracts. 
                          from guaranteed                                 Seek to increase 
                          sales volumes.                                  market share 
                                                                          by investing 
                                                                          in sophisticated 
                                                                          and targeted 
                                                                          sales lead generation. 
                                                                          A regular review 
                                                                          of performance 
                                                                          of all businesses 
                                                                          against their 
                                                                          budgets and implement 
                                                                          timely remedial 
                                                                          action, where 
                                                                          needed. 
---------------------  ---------------------  -----------------------  ----------------------------- 
 CLIENTS                 The Group              Increased. 
  Competitive             has a variety          Whilst the               Encourage collaborative 
  pressure                of key clients         financial                behaviour across 
  that may                in each                impact of                the Group's businesses 
  result in               of its three           these key                and create a 
  the loss                business               contracts                commitment to 
  of a key                segments.              has not                  cross-selling 
  client.                 Long-term              increased,               that will distinguish 
                          relationships          the likelihood           the Group's marketing 
                          have been              of the risk,             offering from 
                          fostered               and hence                its competitors'. 
                          with many              the risk                 Achieve or exceed 
                          of these               rating,                  service level 
                          clients                has risen                agreements with 
                          over a number          due to a                 clients. Broaden 
                          of years.              greater                  our capabilities, 
                                                 appetite                 providing marketing 
                                                 seen for                 solutions in 
                                                 clients                  support of our 
                                                 to carry                 clients' marketing 
                                                 out full                 strategies. Avoid 
                                                 tenders,                 over reliance 
                                                 particularly             on any single 
                                                 in the Marketing         client. Implement 
                                                 Activation               bespoke propositions 
                                                 and Books                for securing 
                                                 segments.                the renewal of 
                                                                          key client contracts, 
                                                                          providing Group 
                                                                          support where 
                                                                          appropriate. 
                                                                          Conduct client 
                                                                          satisfaction 
                                                                          surveys. 
---------------------  ---------------------  -----------------------  ----------------------------- 
 EMPLOYEES 
  A failure               Retaining              Unchanged.               Implement appraisals 
  to attract,             staff is               This risk                and fulfil training 
  develop                 a key priority         rating is                needs where identified. 
  and retain              for the                consistent               Develop a collaborative 
  employees               Group as               with the                 culture across 
  with the                it continues           prior year.              the Group's businesses. 
  necessary               to invest                                       Operate discretionary 
  talent for              in new and                                      share-based incentive 
  our businesses.         existing                                        schemes, and 
                          service                                         other benefits. 
                          orientated                                      Pay part of consideration 
                          businesses.                                     in shares to 
                                                                          vendor directors 
                                                                          of acquired businesses, 
                                                                          with 'lock-in' 
                                                                          obligations. 
---------------------  ---------------------  -----------------------  ----------------------------- 
 FINANCING 
  The Group's             Being able             Unchanged.               Conduct 'going 
  ability                 to finance             This inherent            concern' reviews 
  to trade                working                risk is                  and longer-term 
  may be compromised      capital                consistent               viability assessments 
  by lack                 and carry              with prior               twice yearly; 
  of cash                 out operations         years. The               continually monitor 
  funds.                  is fundamental         bank facility            the Group's performance 
                          to the Group.          runs up                  against its banking 
                                                 to 23 March              covenants. Undertake 
                                                 2019; further            monthly reviews 
                                                 details                  of working capital, 
                                                 are provided             cash forecasts 
                                                 on page                  and headroom 
                                                 104.                     on banking covenants. 
                                                                          Periodically 
                                                 Following                review the Group's 
                                                 the January              financial KPIs 
                                                 2017 trading             with its bankers. 
                                                 update, 
                                                 the residual 
                                                 risk rating 
                                                 was increased 
                                                 from low 
                                                 to medium 
                                                 at the Half 
                                                 Year. The 
                                                 risk has 
                                                 since been 
                                                 further 
                                                 mitigated 
                                                 by the disposal 
                                                 of two freehold 
                                                 properties 
                                                 for net 
                                                 proceeds 
                                                 totalling 
                                                 GBP9.8m, 
                                                 resulting 
                                                 in the leverage 
                                                 covenant 
                                                 reducing 
                                                 to 1.6 at 
                                                 the year 
                                                 end (see 
                                                 page 112). 
---------------------  ---------------------  -----------------------  ----------------------------- 
 PENSION 
  SCHEME 
  The volatility          The volatility         Unchanged.               Agree deficit 
  of the St               of the Scheme's        This risk                recovery plan 
  Ives Defined            deficit                rating associated        with the Pension 
  Benefits                is impacted            with the                 Scheme Trustee. 
  Pension                 by the inflation       Scheme's                 Regularly engage 
  Scheme (the             rate, changes          deficit                  the Trustee directors 
  'Scheme')               in the discount        remains                  in discussions 
  deficit.                rate derived           high. The                on the Group's 
                          from gilt              deficit                  performance. 
                          yields and             had increased            Manage possible 
                          changes                in recent                Section 75 debts 
                          in actuarial           years primarily          arising from 
                          assumptions,           due to low               business disposals 
                          such as                interest                 and closures. 
                          mortality.             rates. As                Contribute to 
                                                 at 28 July               discussions on 
                                                 2017, the                the Scheme's 
                                                 deficit                  investment strategy. 
                                                 has reduced              Proactively seek 
                                                 due to a                 to limit the 
                                                 higher level             growth in the 
                                                 of return                pension liability. 
                                                 on the Scheme's 
                                                 assets. 
---------------------  ---------------------  -----------------------  ----------------------------- 
 REPUTATIONAL 
  Exposure                Health and             Unchanged.               Ingrain robust 
  to reputational         safety is              This risk                health and safety 
  or financial            a pre-eminent          rating is                culture throughout 
  damage due              priority               consistent               the Group, supported 
  to accident,            for the                with the                 by rigorous health 
  unethical               Board and              prior year,              and safety and 
  trading,                is discussed           reflecting               environmental 
  non-compliance          at each                the Board's              policies. Monitor 
  with legislation        Board meeting.         assessment               compliance, measure 
  or regulation                                  of the associated        performance and 
  or disputes.            Other reputational     risk impact.             investigate major 
                          risks need                                      incidents. Monitor 
                          to be carefully                                 changes in legislation 
                          managed                                         and regulations, 
                          as part                                         take legal advice 
                          of the Group's                                  and provide training 
                          governance                                      where necessary. 
                          procedures.                                     Place a strong 
                                                                          emphasis on compliance 
                                                                          with local taxation 
                                                                          rules by embedding 
                                                                          the Group's processes 
                                                                          and procedures. 
                                                                          Apply the Group's 
                                                                          policies on Ethical 
                                                                          Trading, Share 
                                                                          dealings, Equal 
                                                                          Opportunities, 
                                                                          Dignity at Work 
                                                                          and Whistle-blowing. 
                                                                          Have in place 
                                                                          business continuity 
                                                                          plans and a procedure 
                                                                          for dealing with 
                                                                          'leaks' of inside 
                                                                          information. 
---------------------  ---------------------  -----------------------  ----------------------------- 
 DATA SECURITY           This includes          Unchanged.               IT functions 
  Exposure                the risk               This risk                in place around 
  to reputational         of loss                was added                the Group with 
  or financial            of data,               as a key                 responsibility 
  damage due              sabotage               risk for                 to protect data 
  to corruption           or disruption          the Group                (e.g. encryption, 
  or theft                to the business,       in the prior             firewalls, restricted 
  of                      fraud, reputation      year due                 access). 
  company                 damage,                to, in part,             Periodic reviews 
  owned or                and possible           the new                  by Internal Audit, 
  client                  fines.                 General                  utilising in-house 
  owned data                                     Data Protection          IT as well as 
  or data                                        Regulation               specialist external 
  breaches                                       ("GDPR")                 consultants. 
  arising.                                       coming into              Cyber security 
                                                 effect in                and IT questionnaire 
                                                 2018.                    completed periodically 
                                                                          by subsidiaries 
                                                                          to highlight 
                                                                          areas of potential 
                                                                          risk, together 
                                                                          with any mitigating 
                                                                          actions performed 
                                                                          in order to address 
                                                                          this risk. 
                                                                          The appointment 
                                                                          of a new Data 
                                                                          Protection Officer 
                                                                          for the Group 
                                                                          to assist with 
                                                                          the Group's GDPR 
                                                                          compliance. 
---------------------  ---------------------  -----------------------  ----------------------------- 
 

Related Party Transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this [Annual Report 2017] note. No material related party transactions have been entered into during the current period, which might reasonably affect the decisions made by the users of these financial statements.

No other executive officers of the Company or their associates had material transactions with the Group during the period.

The Group earned revenue of GBP805,000 from Loop Integration LLC and the Group incurred GBPNil charges for services received. At the reporting date, Loop Integration LLC owed the Group GBP26,000.

The total amounts for Directors' remuneration were as follows:

 
                        2017       2016 
                         GBP'000    GBP'000 
---------------------  ---------  --------- 
 Short-term employee 
  benefits              962        926 
---------------------  ---------  --------- 
 Post-employment 
  benefits              95         108 
---------------------  ---------  --------- 
                        1,057      1,034 
---------------------  ---------  --------- 
 

Statement of Directors' Responsibilities

The following statement which was prepared for the purposes of the Annual Report 2017 is repeated here for the purposes of complying with DTR 6.3.5. It relates to and is extracted from the Annual Report 2017 and is not connected to the extracted and summarised information presented in this announcement.

The Director's confirm to the best of their knowledge:

-- the financial statements, prepared in accordance with the relevant financial reporting framework, 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 includes a fair review of the development, position and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Signed in accordance with a resolution of the Board of Directors on 2 October 2017 on its behalf by Matt Armitage, Chief Executive and Brad Gray, Chief Financial Officer.

Enquiries:

   Daniel Fattal                020 7928 8844 

Company Secretary

St Ives plc

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCUAUBRBBAARAA

(END) Dow Jones Newswires

November 01, 2017 13:30 ET (17:30 GMT)

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