TheWorks.co.uk PLC Annual Financial Report and Notice of the AGM (1253Y)

TIDMWRKS

RNS Number : 1253Y

TheWorks.co.uk PLC

04 September 2020

TheWorks.co.uk plc (the "Company")

4 September 2020

Publication of Annual Financial Report and Notice of the Annual General Meeting

TheWorks.co.uk plc has today published the following documents:

   -- Annual Report and Accounts for the 52 weeks ended 26 April 2020 ('FY20 Annual Report') 
 
   -- Notice of 2020 Annual General Meeting 
 
   -- Form of Proxy and Notice of Availability for the 2020 AGM 

These documents are available on the Company's website at www.theworksplc.co.uk , and printed copies will be posted to shareholders today.

In compliance with LR 9.6.1 copies of the above documents have been submitted to the National Storage Mechanism for submission to the Financial Conduct Authority and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

The Company's Annual General Meeting will be held on Wednesday 30 September 2020 at 9.30 a.m.

As a consequence of the COVID-19 pandemic, this year's AGM will be conducted as a "closed" meeting. In light of the UK Government's current guidance on public gatherings, and the new regulations set out in Schedule 14 of the Corporate Insolvency and Governance Act, the Board has concluded that shareholders cannot be permitted to attend the AGM in person this year. The meeting will therefore be conducted as an electronic closed meeting, with the minimum quorum of two shareholders to be facilitated by the Directors, and will end immediately following the formal business. The format of the meeting will be purely functional to comply with relevant legal requirements.

Instead of attending this year's AGM, shareholders are asked to exercise their votes by submitting their proxy electronically or by post as soon as possible, so that they are received no later than 9.30a.m. on Monday 28 September 2020. Shareholders who wish to appoint a proxy are recommended to appoint the Chairman of the meeting as their proxy. As a result of the current Government restrictions, if a shareholder appoints someone else as their proxy, that proxy will not be able to attend the meeting in order to cast the shareholder's vote.

Your votes do matter. Proxy instructions (which include the ability to lodge proxies electronically) are set out below. Shareholders are also invited to submit questions on any business to be dealt with at the AGM in advance of the meeting via email at [e-mail] by no later than 9.30a.m. on Monday 28 September 2020. We will aim to answer questions received in advance by publishing responses on thematic topics on our website either prior to, or as soon as practicable after, the AGM.

A condensed set of the TheWorks.co.uk plc financial statements, including information on important events that have occurred during the year and their impact on the financial statements, and a description of the Group's principal risks and uncertainties, were included in the Company's Preliminary Results for the 52 weeks to 26 April 2020, released on 27 August 2020. To view the Preliminary Results announcement, visit the Company website at www.theworksplc.co.uk/investors . That information, together with the information set out below, which is extracted from the 2020 Annual Report, constitute the information required under DTR 6.3.5R to be communicated to the media in unedited full text through a Regulatory Information Service.

This announcement is not a substitute for reading the FY20 Annual Report. Cross-references and page numbers in the extracted information below refer to sections in the FY20 Annual Report. The information contained in this announcement and in the Preliminary Results announcement does not constitute the Group's statutory accounts but is derived from those accounts. The statutory accounts for the 52 weeks ended 26 April 2020 have been approved by the Board and will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

Statement of Directors' Responsibilities (FY20 Annual Report - Page 63)

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 (IFRS adopted by the EU) and applicable law and have elected to prepare the parent Company financial statements in accordance with accounting standards including FRS101 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 annual statements, state whether they have been prepared in accordance with IFRS as adopted by the 
      EU; 
 
   -- For the Parent Company annual statements, state whether appropriate UK accounting standards have been followed, 
      subject to any material departures disclosed and explained in the Parent Company annual 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 that 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 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 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 includes 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 that 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.

Related party transactions (FY20 Annual Report - Page 105, Note 27)

Identity of related parties with which the Group has transacted

Balances and transactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its associates are disclosed below.

There were no transactions with related parties who are not members of the Group in the current period. During the prior year, Endless LLP was a related party of the Group. The management fee paid during the prior year was GBP25,000.

Transactions with key management personnel

The compensation of key management personnel (including the directors) included in the subsidiary financial statements is as follows:

 
                                                       2020     2019 
                                                     GBP000   GBP000 
--------------------------------------------------  -------  ------- 
 Key management remuneration - including social 
  security costs                                      2,001    3,535 
 Pension contributions                                   84      100 
 Long term incentive plan - including social 
  security costs                                         80      130 
--------------------------------------------------  -------  ------- 
 Total transactions with key management personnel     2,165    3,765 
--------------------------------------------------  -------  ------- 
 
 
 Enquiries: 
 
  TheWorks.co.uk plc           via Teneo 
  Gavin Peck, CEO 
  Steve Alldridge, Interim 
  CFO 
 Teneo 
  Ben Foster                   [phone] | 
  Haya Herbert-Burns           [phone] | [e-mail] 
  Rachel Miller                [phone] | 
 
 

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September 04, 2020 11:16 ET (15:16 GMT)