Stock Spirits Group PLC Annual Financial Report and Notice of AGM (0153K)

TIDMSTCK

RNS Number : 0153K

Stock Spirits Group PLC

05 April 2018

5 April 2018

Stock Spirits Group PLC

Annual Financial Report for the year ended 31 December 2017 and

Notice of Annual General Meeting

Stock Spirits Group PLC (the "Company") today published its Annual Report and Accounts for the year ended 31 December 2017 (the "2017 Annual Report") and the Notice of the Annual General Meeting being held on 22 May 2018. Both documents will shortly be available on the Company's website at www.stockspirits.com.

The Company will hold its Annual General Meeting at 11.30 am on Tuesday, 22 May 2018 at Numis Securities Limited, The London Stock Exchange Building, Paternoster Square, London, EC4M 7LT. Copies of the 2017 Annual Report, the Notice of the Annual General Meeting and Proxy Form were posted to shareholders today and, in accordance with Listing Rule 9.6.1, have also been submitted to the National Storage Mechanism, where they will shortly be available for viewing on http://www.morningstar.co.uk/uk/NSM.

The Company published its full-year results for the year ended 31 December 2017 on 7 March 2018 under RNS Number 9066G (the "Preliminary Results Announcement"). Today's announcement together with the Preliminary Results Announcement contains the information required to comply with Disclosure and Transparency Rule 6.3.5 (please see appendix). This announcement is not a substitute for reading the 2017 Annual Report or the Notice of the Annual General Meeting in full.

For further information:

 
 Stock Spirits Group: 
  Paul Bal, Chief Financial 
  Officer                                                 [phone] 
 Powerscourt:                                             [phone] 
  Rob Greening                              [e-mail] 
  Lisa Kavanagh 
 Investors can also address any query to [e-mail]. 
 

Appendix

The information below, which is extracted from the 2017 Annual Report, is included solely for the purpose of complying with Disclosure and Transparency Rule 6.3.5 and the requirements it imposes on the publication of annual financial reports. It should be read in conjunction with the Preliminary Results Announcement. Together these constitute the material required by Disclosure and Transparency Rule 6.3.5 to be communicated in unedited full text through a Regulatory Information Service. This material is not a substitute for reading the full 2017 Annual Report.

Page and note references in the extracted information below relate to pages and notes in the 2017 Annual Report.

Related party transactions

Note 33 provides details of the Group's structure including information about the subsidiaries of Stock Spirits Group PLC. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form. There were no transactions with related parties in the year to 31 December 2016 or 31 December 2017, with the exception of intercompany transactions and compensation of key management personnel.

Compensation of key management personnel

The Group's Directors and the Senior Management Team as shown on page 52 are deemed to be key management personnel. It is the Board and Senior Management Team which have responsibility for planning, directing and controlling the activities of the Group. Total compensation to key management personnel were included in general and administrative and other operational expenses in the consolidated income statement.

 
                                         2017      2016 
                                       EUR000    EUR000 
 Short-term employee benefits           5,342     4,865 
 Social security costs                    443       609 
 Post-employment benefits                 306        72 
 Share-based compensation (note 34)     1,845   (1,144) 
 Termination benefits                     730     1,401 
------------------------------------  -------  -------- 
                                        8,666     5,803 
 

There were no material transactions or balances between the Group and its key management personnel or members of their close family. At the end of the period, key management personnel did not owe the Group any amounts.

As at 31 December 2017 no Directors (2016: nil) had any retirement benefits accrued under either money purchase schemes or under defined benefit schemes.

In 2017 1 Director (2016: nil) made gains on the exercise of share options.

Other disclosures on Directors' remuneration required by the Companies Act 2006 and those specified for audit by the Directors' Remuneration Report Regulations 2002 are included in the Directors' Remuneration Report.

There were no transactions with Quintessential Brands Ireland Whiskey Limited and its parent subsequent to the purchase of the equity-accounted investment as disclosed in note 22.

Consolidated statement of changes in equity for the year ended 31 December 2017

 
                                                                                           Foreign 
                                                                       Own                currency 
                      Issued     Share    Merger   Consolidation     share     Other   translation   Retained      Total 
                     capital   premium   reserve         reserve   reserve   reserve       reserve   earnings     equity 
                      EUR000    EUR000    EUR000          EUR000    EUR000    EUR000        EUR000     EUR000     EUR000 
 
 Balance at 1 
  January 
  2016                23,625   183,541    99,033           5,130     (635)     9,254        15,284     29,630    364,862 
 
 Profit for the 
  year                     -         -         -               -         -         -             -     28,437     28,437 
 Other 
  comprehensive 
  income                   -         -         -               -         -         -       (7,765)        (3)    (7,768) 
 Total 
  comprehensive 
  income                   -         -         -               -         -         -       (7,765)     28,434     20,669 
                    --------  --------  --------  --------------  --------  --------  ------------  ---------  --------- 
 
 Share based 
  compensation 
  charge (note 34)         -         -         -               -         -        81             -          -         81 
 Dividends (note 
  29)                      -         -         -               -         -         -             -   (37,356)   (37,356) 
 Own shares 
  utilised 
  for incentive 
  schemes 
  (note 28)                -         -         -               -       279         -             -         44        323 
                    ========  ========  ========  ==============  ========  ========  ============  =========  ========= 
 Balance at 31 
  December 
  2016                23,625   183,541    99,033           5,130     (356)     9,335         7,519     20,752    348,579 
                    ========  ========  ========  ==============  ========  ========  ============  =========  ========= 
 
 Profit for the 
  year                     -         -         -               -         -         -             -     11,329     11,329 
 Other 
  comprehensive 
  expense                  -         -         -               -         -         -         8,310        (5)      8,305 
                    --------  --------  --------  --------------  --------  --------  ------------  ---------  --------- 
 Total 
  comprehensive 
  income/(expense)         -         -         -               -         -         -         8,310     11,324     19,634 
                    --------  --------  --------  --------------  --------  --------  ------------  ---------  --------- 
 
 Share based 
  compensation 
  charge (note 34)         -         -         -               -         -     1,942             -          -      1,942 
 Dividends (note 
  29)                      -         -         -               -         -         -             -   (15,730)   (15,730) 
 Own shares 
  acquired 
  for incentive 
  schemes 
  (note 28)                -         -         -               -     (116)         -             -          -      (116) 
 Own shares 
  utilised 
  for incentive 
  schemes 
  (note 28)                -         -         -               -       166         -             -      (166)          - 
                    ========  ========  ========  ==============  ========  ========  ============  =========  ========= 
 Balance at 31 
  December 
  2017                23,625   183,541    99,033           5,130     (306)    11,277        15,829     16,180    354,309 
                    ========  ========  ========  ==============  ========  ========  ============  =========  ========= 
 

Statement of Directors' responsibilities

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 IFRSs as adopted by the EU and applicable law, and have elected to prepare the parent company financial statements on the same basis.

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 and reliable; 
   --     State whether they have been prepared in accordance with IFRSs as adopted by the EU; 

-- 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 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 the 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 Report 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 Report & Accounts (ARA)

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 ARA, 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.

By order of the Board.

   Mirek Stachowicz                            Paul Bal 
   Chief Executive Officer                 Chief Financial Officer 
   7 March 2018                              7 March 2018 

This information is provided by RNS

The company news service from the London Stock Exchange

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April 05, 2018 10:57 ET (14:57 GMT)