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UPGS Up Global Sourcing Holdings Plc

120.00
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Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Up Global Sourcing Holdings Plc LSE:UPGS London Ordinary Share GB00BYX7MG58 ORDS 0.25P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 120.00 114.50 120.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

UP Global Sourcing Holdings PLC Annual Report 2020 and Notice of AGM (6404F)

17/11/2020 5:37pm

UK Regulatory


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TIDMUPGS

RNS Number : 6404F

UP Global Sourcing Holdings PLC

17 November 2020

17 November 2020

UP Global Sourcing Holdings plc

"Ultimate Products" or the "Group" or the "Company"

Posting of Annual Report and Accounts and Notice of Annual General Meeting

Ultimate Products (LSE: UPGS), the owner, manager, designer and developer of an extensive range of value-focused consumer goods brands, announces that, following the release of its final results statement on 3 November 2020, it has today published its Annual Report and Accounts ("the Annual Report") for the year ended 31 July 2020.

The Company also announces that it will hold its Annual General Meeting at 2.00pm on Friday 11 December 2020 at the Company's registered office at Manor Mill, Victoria Street, Chadderton, Oldham, OL9 0DD. The evolving situation in relation to COVID-19 and related governmental restrictions may significantly impact the ability of shareholders to attend the Annual General Meeting. Shareholders are strongly encouraged to very carefully consider public health and government advice at the time of the Annual General Meeting and to exercise their right to cast their votes in respect of the business of the Annual General Meeting by voting via proxy. Shareholders are strongly encouraged to appoint the Chairman of the Annual General Meeting as their proxy.

It is currently expected that the Annual General Meeting will be held as a physical meeting at the venue specified above, but this may be subject to change. Shareholders should regularly check the Company's website for updates in relation to the Annual General Meeting and such updates will also be announced via Regulation Information Service. Shareholders planning to attend the meeting must register with 2020agm@upgs.com by 12.00 pm on 7 December 2020 so that the Company knows who will be attending the meeting in person and can plan to take measures to ensure safety and to apply any social distancing guidelines. Registered attendees will also be issued with the Company's COVID-19 safety protocol for attending the meeting following registration. Shareholders who do not register in advance by 12.00 pm on 7 December 2020 may not be permitted to attend the meeting in person to ensure the safety of other attendees and social distancing compliance.

Copies of the Annual Report and the Notice of the 2020 Annual General Meeting are available to view on the Company's website: www.upgs.com . They have also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm in compliance with paragraph 9.6.1 of the FCA Listing Rules. Copies of these documents, together with a form of proxy for use in connection with the 2020 Annual General Meeting, have been posted or made available to the Company's shareholders.

The final results statement and presentation of 3 November 2020 included a set of condensed financial statements and a fair view of the development and performance of the business and the position of the Company.

The information contained within the final results statement, together with the information set out below, all of which is extracted from the Annual Report for the year ended 31 July 2020, constitute the requirements of the Disclosure and Transparency Rule 6.3.5(2)(b).

This announcement is not a substitute for reading the full Annual Report.

Directors' responsibility statement

The following Directors' responsibility statement is extracted from the Annual Report and Accounts (page 108):

The Directors are responsible for ensuring that the Annual Report and Accounts, taken as a whole, are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Group's performance, business model and strategy.

Directors' responsibilities pursuant to DTR4

The Directors confirm to the best of their knowledge:

-- The Group Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRSs), as adopted by the European Union, and Article 4 of the IAS Regulation, and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group.

-- The Annual Report includes a fair review of the development and performance of the business and the financial position of the Group and parent company, together with a description of the principal risks and uncertainties that they face.

Principal risks and uncertainties

The following description of the principal risks and uncertainties that the Group faces is extracted from the Annual Report and Accounts (pages 22 to 28):

Risk management approach

The Board is responsible for the Group's risk management and internal control systems and for reviewing their effectiveness, supported by the Audit and Risk Committee. We review our business regularly to identify and document key business risks. Once identified, risks are assessed according to the likelihood and impact of the risk occurring and an appropriate mitigating response is determined. This risk mitigation plan is then regularly monitored.

The table below sets out the Group's principal risks as determined by the Board, the gross risk movement from the prior year and the corresponding mitigating actions. This represents the Group's current risk profile and is not intended to be an exhaustive list of all risk and uncertainties that may arise.

Key to Risk Movement

NR

No change Increased Decreased New Risk

 
  Area                    Risk                             Mitigation                          Movement 
Macroeconomic           Macroeconomic trends             The Group's international 
 factors                 affecting consumer               business provides 
                         confidence and reducing          economic diversity 
                         non-food spending,               and some protection 
                         including those as               against a downturn 
                         a result of Brexit               in the UK economy. 
                         and COVID-19 (discussed 
                         below), could affect             Despite the challenging 
                         retail demand. Furthermore,      market conditions, 
                         an increase in food              the Group sees the 
                         prices could similarly           opportunity to increase 
                         reduce non-food spending         its market share by 
                         with consumers prioritising      developing new customer 
                         food expenditure.                relationships, particularly 
                                                          internationally via 
                                                          its German showroom 
                                                          and international 
                                                          sales team and by 
                                                          continued growth in 
                                                          online channels. 
 
                                                          The Group's products, 
                                                          being mass-market 
                                                          and value-led, are 
                                                          well-placed in the 
                                                          event of an economic 
                                                          downturn. 
                        -------------------------------  ----------------------------------  ---------- 
Brexit                  Following the UK's               The Board continues 
                         departure from the               to monitor developments 
                         EU in January 2020,              in this area and assess 
                         there remains considerable       the potential impact 
                         uncertainty around               of Brexit on volumes, 
                         future trading arrangements      margin and supply 
                         after the transition             chain to ensure that 
                         period. Such economic            the business is well 
                         and political volatility         prepared and able 
                         continues to contribute          to adapt to the eventual 
                         to an already challenging        outcome. 
                         retail market . 
                                                          The Group maintains 
                         A 'no deal' Brexit               a foreign exchange 
                         could result in a                hedging policy to 
                         further weakening                mitigate the impact 
                         of Sterling, border              of short--term currency 
                         disruption and the               fluctuations. The 
                         introduction of trade            Group's international 
                         tariffs, putting additional      sales also offer economic 
                         pressure on gross                diversity and some 
                         margin and adversely             protection against 
                         impacting upon consumer          movements in Sterling. 
                         demand and trading 
                         performance.                     Only a small proportion 
                                                          of the Group's international 
                                                          sales are conducted 
                                                          over an EU border 
                                                          (the majority being 
                                                          carried out on either 
                                                          on an FOB or direct 
                                                          delivery basis), therefore 
                                                          the impact of Brexit 
                                                          upon turnover and 
                                                          margins is considered 
                                                          to be manageable. 
                                                          Similarly, a substantial 
                                                          majority of the Group's 
                                                          products are sourced 
                                                          from China and are 
                                                          therefore already 
                                                          subject to World Trade 
                                                          Organisation rules, 
                                                          therefore the impact 
                                                          of trade tariffs upon 
                                                          purchases is expected 
                                                          to be minimal. 
                        -------------------------------  ----------------------------------  ---------- 
COVID-19                The Group could experience       The Group's first                       NR 
                         supply chain disruption          priority is the health 
                         in the event that                and well-being of 
                         factories are closed             its colleagues. Measures 
                         in a future lockdown             to protect its employees 
                         scenario. Demand side            include home--working 
                         could also suffer                to reduce numbers 
                         disruption due to                at the office and 
                         the closure of non-essential     facilitate social 
                         retail stores. Operations        distancing, as well 
                         could be impacted                as a comprehensive 
                         by employee absenteeism          range of strict safety 
                         and travel restrictions          measures to safeguard 
                         as a result of the               those colleagues working 
                         virus.                           at the Group's sites 
                                                          against the spread 
                         In the longer term,              of the virus. 
                         the COVID--19 pandemic 
                         may have a significant           Established practices 
                         and prolonged impact             are in place for our 
                         on global economic               colleagues in China 
                         conditions which could           to follow in order 
                         reduce consumer demand           to manage supply chain 
                         for the Group's products.        disruption. Such practices 
                                                          were followed on lockdown 
                                                          in China earlier in 
                                                          the year, reducing 
                                                          the impact on FY 20 
                                                          revenue which was 
                                                          estimated at GBP0.8 
                                                          m. 
 
                                                          Demand for the Group's 
                                                          products is partially 
                                                          protected by its range 
                                                          of customers including 
                                                          supermarkets, who 
                                                          typically remain open 
                                                          during a lockdown, 
                                                          along with its online 
                                                          platforms which, similarly, 
                                                          continue to operate 
                                                          and become consumers' 
                                                          main channel for buying 
                                                          general merchandise 
                                                          during a lockdown 
 
                                                          The Group's UK buying 
                                                          team remain in close 
                                                          contact with the team 
                                                          in China, who can 
                                                          continue factory visits 
                                                          and maintain a focus 
                                                          on innovation whilst 
                                                          non-Chinese nationals 
                                                          face travel restrictions. 
 
                                                          The Board continues 
                                                          to monitor the situation 
                                                          in each of the countries 
                                                          in which the Group 
                                                          operates, in order 
                                                          that it can react 
                                                          to the latest local 
                                                          Coronavirus guidelines 
                                                          and respond to changing 
                                                          dynamics by implementing 
                                                          protective financial 
                                                          and operational measures 
                                                          when necessary. 
 
                                                          The Group's products, 
                                                          being mass-market, 
                                                          value-led and innovative 
                                                          are well-placed in 
                                                          the event of an economic 
                                                          downturn. T he Group 
                                                          has adequate funding 
                                                          headroom to withstand 
                                                          a reduction in revenue 
                                                          and margin as a result 
                                                          of the pandemic (see 
                                                          Viability Statement 
                                                          on page 29). 
                        -------------------------------  ----------------------------------  ---------- 
Margin pressure         A tough retail environment       The Group's strategy 
                         and the impact of                of international growth, 
                         weakened Sterling                expansion of online 
                         (discussed above)                channels and increased 
                         could put pressure               penetration of supermarkets 
                         on gross margin. In              continues to provide 
                         addition, increased              greater diversity 
                         resource requirements            and a balanced-margin 
                         could also put pressure          portfolio. 
                         on net margin. 
                                                          The Group also employs 
                                                          a combination of margin-enhancing 
                                                          initiatives including 
                                                          monitoring profitability 
                                                          of individual product 
                                                          lines, continued product 
                                                          innovation and refreshing 
                                                          product ranges, balanced 
                                                          against the need to 
                                                          ensure that our products 
                                                          remain competitive. 
 
                                                          Furthermore, the Group 
                                                          seeks to constantly 
                                                          develop and implement 
                                                          productivity improvements. 
                        -------------------------------  ----------------------------------  ---------- 
Customer concentration  A significant proportion         The Group continues 
                         of the Group's turnover          to develop relationships 
                         is derived from a                with other existing 
                         small number of customers.       customers and target 
                         Loss of a key customer           new customers, particularly 
                         could have an adverse            internationally, in 
                         impact on the Group's            order to widen its 
                         turnover and operating           portfolio and spread 
                         profit.                          risk. In addition, 
                                                          in-store penetration 
                         A decline in traditional         of the Group's brands 
                         high-street shopping             and products offers 
                         in favour of online              some commercial protection 
                         shopping could impact            against customer loss. 
                         the Group's sales 
                         and operating profits.           The Group continues 
                                                          to focus on growing 
                                                          online sales in order 
                                                          to provide further 
                                                          diversification from 
                                                          traditional bricks 
                                                          and mortar retailers. 
                                                          Furthermore, investment 
                                                          into warehouse automation 
                                                          in FY 20 has generated 
                                                          additional capacity 
                                                          and sufficient headroom 
                                                          to support further 
                                                          growth in the online 
                                                          segment. 
                        -------------------------------  ----------------------------------  ---------- 
Loss of continuity      A major loss of continuity       The Group maintains 
 of supply of            in the supply of goods           close relationships 
 goods for resale        for resale could adversely       with its suppliers 
                         affect the Group's               through regular factory 
                         revenue and operating            visits and interaction 
                         profit.                          with its local teams. 
                                                          Wherever possible, 
                         Heavy reliance on                multiple sources of 
                         China as a source                supply are sourced 
                         of products. Any deterioration   for major products. 
                         in, or changes to 
                         political, economic              The Group closely 
                         or social conditions             monitors developments 
                         in China could disrupt           in China and continues 
                         the supply of goods              to consider and use 
                         or result in higher              alternative sources 
                         product cost prices.             when practicable and 
                                                          viable. 
 
                                                          COVID-19's potential 
                                                          impact on the supply 
                                                          of goods for resale 
                                                          is referred to above. 
                        -------------------------------  ----------------------------------  ---------- 
Retention of            Failure to develop               A high level of new 
 competitive             and enhance our product          product development 
 advantage through       range and ensure that            focus is maintained 
 innovation              products continue                and monitored by the 
                         to have resonance                Board. This has continued 
                         with consumers, or               to be a priority despite 
                         lack of awareness                the COVID-19 outbreak, 
                         of trends and changes            facilitated by our 
                         in consumer behaviour,           local Chinese team 
                         could result in loss             working with our UK 
                         of our competitive               buying team as referred 
                         advantage, which could           to above. Buying teams 
                         impact on the Group's            and senior management 
                         turnover and margins.            attend trade shows 
                                                          and carry out store 
                                                          and factory visits 
                                                          to ensure that they 
                                                          are in touch with 
                                                          the latest consumer 
                                                          demands and trends. 
                        -------------------------------  ----------------------------------  ---------- 
Brands                  Failure to renew or              The risk of non-renewal 
                         delays in renewing               is mitigated by maintaining 
                         licences for key brands          strong revenues to 
                         could impact turnover.           and good working relationships 
                                                          with licensors. Licences 
                         Failure to develop               are negotiated for 
                         or acquire new brands            as long as possible 
                         could restrict growth,           and as early as possible, 
                         given the Group's                in order to provide 
                         brand-led strategy.              greater certainty 
                                                          around future revenues. 
 
                                                          The Group continues 
                                                          to develop a 'second 
                                                          tier' of brands and 
                                                          monitors opportunities 
                                                          to acquire new brands. 
                        -------------------------------  ----------------------------------  ---------- 
Stock                   As the share of landed           Stock levels and purchasing 
 management              sales increases due              are closely managed, 
                         to online growth and             with all purchase 
                         increased sales from             orders being reviewed 
                         stock, the Group may             by senior management 
                         experience upward                before being placed. 
                         pressure on stock                The Group's "Critical 
                         levels. Inefficient              Path" system facilitates 
                         stock management could           close management of 
                         result in overstocking,          the completion and 
                         which may adversely              timing of purchase 
                         affect working capital.          orders placed. 
                         Conversely, understocking 
                         could limit the Group's          Stock is categorised 
                         ability to take advantage        between 'free' and 
                         of these opportunities.          (pre) 'sold' to ensure 
                                                          that management focus 
                         As a result of COVID-19,         on higher risk items. 
                         the Group may be at              'Free' stock is reviewed 
                         an increased risk                at Director level 
                         of deferrals or cancellation     and prompt actions 
                         of orders, customer              are taken where necessary. 
                         returns and slow stock 
                         turn. 
                        -------------------------------  ----------------------------------  ---------- 
Legal and regulatory    Failure to comply                The Board monitors 
                         with legal and regulatory        the changing landscape 
                         requirements, both               of laws and regulations. 
                         in the UK and in other           New legal and regulatory 
                         countries in which               requirements are discussed 
                         the Group operates,              by the Audit and Risk 
                         could result in fines            Committee whose members 
                         or adverse impact                contribute insight 
                         on the Group's reputation.       and experience of 
                                                          such matters. External 
                                                          technical and consulting 
                                                          expertise is sought 
                                                          when required. 
 
                                                          The Group has procedures 
                                                          for ensuring ongoing 
                                                          compliance with legal 
                                                          obligations, including 
                                                          external annual audits, 
                                                          and runs a programme 
                                                          of new-starter/ refresher 
                                                          annual training. 
                        -------------------------------  ----------------------------------  ---------- 
Human                   Failure to attract               The Group's Graduate 
 resources               and retain high-quality          Development Scheme, 
                         individuals, both                along with links to 
                         in the UK and internationally,   local universities, 
                         could impact on the              provides a steady 
                         delivery of the Group's          inflow of high-quality 
                         strategies.                      staff to support the 
                                                          future growth of the 
                                                          Group, whilst the 
                                                          Group's Senior Management 
                                                          Development Programme 
                                                          and its Introduction 
                                                          to Leadership course 
                                                          aim to create a succession 
                                                          of employees into 
                                                          senior roles. 
 
                                                          A number of steps 
                                                          are taken to encourage 
                                                          the retention of the 
                                                          employees, including 
                                                          the SAYE and PSP share 
                                                          ownership schemes 
                                                          to incentivise its 
                                                          workforce and to further 
                                                          improve retention. 
                        -------------------------------  ----------------------------------  ---------- 
Cyber security          Risk of cybercrime               The Group continues 
                         with the potential               to review and invest, 
                         to cause operational             where appropriate, 
                         disruption, loss of              in the development 
                         key systems, loss                and maintenance of 
                         of online sales, theft           our IT infrastructure, 
                         of data or reputational          systems and security. 
                         damage.                          An external IT security 
                                                          audit is carried out 
                                                          on an annual basis 
                                                          to ensure that any 
                                                          weaknesses in our 
                                                          systems are identified 
                                                          and can be rectified. 
 
                                                          During the year, a 
                                                          comprehensive evaluation 
                                                          of the Group's cyber 
                                                          security was carried 
                                                          out in order to reduce 
                                                          the risk of a cyber-attack 
                                                          whilst ensuring a 
                                                          rapid and clean recovery 
                                                          from such an attack. 
 
                                                          New employees receive 
                                                          IT training to increase 
                                                          awareness of cyber 
                                                          risk. 
 
                                                          Disaster recovery 
                                                          and business continuity 
                                                          plans are in place. 
                        -------------------------------  ----------------------------------  ---------- 
Financial risks         The Group's operations 
                         expose it to a variety 
                         of financial risks 
                         that include the following: 
                         price risk                      The Group continually 
                                                          monitors the price 
                                                          and availability of 
                                                          materials and labour 
                                                          but the costs of managing 
                                                          the exposure to price 
                                                          risk exceed any potential 
                                                          benefits given the 
                                                          extensive range of 
                                                          products and suppliers. 
                         foreign currency                The Group's exposure 
                          risk                            to foreign currency 
                                                          risk is partially 
                                                          hedged by virtue of 
                                                          invoicing a proportion 
                                                          of its turnover in 
                                                          US Dollars. In addition, 
                                                          the Group maintains 
                                                          a hedging policy and 
                                                          uses foreign exchange 
                                                          forward contracts 
                                                          to reduce the risk 
                                                          of volatility in revenue 
                                                          and cost of goods. 
                         credit risk                     The Group's sales 
                                                          are primarily made 
                                                          with credit terms, 
                                                          exposing it to the 
                                                          risk of non-payment 
                                                          from customers. The 
                                                          Group has implemented 
                                                          policies that require 
                                                          credit checks on potential 
                                                          customers and the 
                                                          maintenance of appropriate 
                                                          credit limits. The 
                                                          Group maintains a 
                                                          high level of credit 
                                                          insurance on its trade 
                                                          receivables, averaging 
                                                          in excess of 97 % 
                                                          insured over FY 20 
                                                          with the uninsured 
                                                          accounts closely monitored. 
                                                          Trade receivable balances 
                                                          are vigilantly managed 
                                                          and prompt action 
                                                          taken on overdue accounts. 
                         liquidity risk                  Cash flow requirements 
                                                          are monitored by short 
                                                          and long-term forecasts, 
                                                          with headroom against 
                                                          facility limits and 
                                                          banking covenants 
                                                          assessed regularly. 
                         Interest rate cash              The Group's interest-bearing 
                          flow risk                       liabilities expose 
                                                          it to the financial 
                                                          risks of changes in 
                                                          interest rates. The 
                                                          Group has a policy 
                                                          of maintaining a portion 
                                                          of its banking facilities 
                                                          under the protection 
                                                          of interest rate swaps 
                                                          and caps to ensure 
                                                          the certainty of future 
                                                          interest cash flows. 
                        -------------------------------  ----------------------------------  ---------- 
 

For more information, please contact:

 
 Ultimate Products   +44 (0) 161 627 1400 
                      Simon Showman, CEO 
                      Andrew Gossage, Managing Director 
                      Graham Screawn, Finance Director 
 Shore Capital       + 44 (0) 20 7408 4090 
                      Mark Percy 
                      Edward Mansfield 
                      Sarah Mather 
 Powerscourt         +44 (0) 207 250 1446 
                      Rob Greening 
                      Sam Austrums 
 

Notes to Editors

Ultimate Products is an owner, manager, designer and developer of a series of well-known brands focused on the home, selling to over 300 retailers across 37 countries. It has six product categories: Audio; Heating and Cooling; Housewares; Laundry; Luggage; and Small Domestic Appliances. Its brands include Beldray (laundry, floor care, heating and cooling), Intempo (audio), Salter (kitchenware), Constellation (luggage), and Progress (cookware and bakeware).

The Group's products are sold to a broad cross-section of both large national and international multi-channel retailers as well as smaller national retail chains, incorporating discount retailers, supermarkets, general retailers and online retailers. Its best-selling products include frying pans, mugs and speakers, selling approximately one million of each every year.

Founded in 1997, Ultimate Products is headquartered in Oldham, Greater Manchester, where it has design, sales, marketing, buying, quality assurance, support functions and warehouse facilities across two sites. Manor Mill, the Group's head office, includes a spectacular 20,000 sq ft showroom that showcases each of its brands. In addition, the Group has an office and showroom in Guangzhou, China and in Cologne, Germany.

Ultimate Products' graduate development scheme was launched in 2012 and in 2018 it welcomed its one-hundredth graduate. In total, Ultimate Products now employs over 250 staff.

Please note that Ultimate Products is not the owner of Russell Hobbs or Salter. The company currently has licence agreements in place granting it an exclusive licence to use the "Russell Hobbs" trademark for cookware (NB this does not include Russell Hobbs electrical appliances) and the "Salter" trademark for electrical and cookware (NB this does not include Salter scales).

For further information, please visit www.upgs.com

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END

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