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WYN Wynnstay Group Plc

350.00
0.00 (0.00%)
19 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Wynnstay Group Plc LSE:WYN London Ordinary Share GB0034212331 ORD 25P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 350.00 340.00 360.00 350.00 350.00 350.00 26,682 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Farm Management Services 735.88M 6.93M 0.3018 11.60 80.34M

Wynnstay Group PLC Final Results (3895D)

31/01/2018 7:00am

UK Regulatory


Wynnstay (LSE:WYN)
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TIDMWYN

RNS Number : 3895D

Wynnstay Group PLC

31 January 2018

31 January 2018

AIM: WYN

Wynnstay Group plc

("Wynnstay" or the "Group" or the "Company")

Final Results

For the year ended 31 October 2017

Key points

Financial

   --     Significantly improved trading backdrop benefited agricultural operations 
   -      upturn in farm output prices (including for milk) boosted farmer sentiment 
   -      however, overall results were impacted by pet products business, Just for Pets Limited 
   --     Revenue from continuing operations rose by 10.5% to GBP390.72m (2016 restated: GBP353.73m) 
   -      partly reflecting a reversal of commodity price deflation 

-- Underlying* pre-tax profit from continuing operations up 9.2% to GBP7.97m (2016 restated: GBP7.30m)

Reported profit before tax, including the impact of Just for Pets Limited, of GBP1.15m (2016: GBP7.29m)

-- Basic earnings per share from continuing operations up 8.7% to 32.29p (2016 restated: 29.71p)

   --     Net cash up to GBP4.51m at year end (2016: GBP4.28m) 
   --     Net assets at 31 October 2017 stood at GBP85.39m (2016: GBP86.95m) 

-- Proposed increased final dividend of 8.40p (2016: 8.00p), taking total for the year to 12.60p (2016: 12.00p), a rise of 5%

   --     New financial year has started in line with management expectations 

Operational

   --     Agricultural Division - revenue of GBP280.87m, operating profit up 11% to GBP3.34m 
   -      recovery in trading conditions for both livestock and arable farmers 
   -      higher volumes across most categories, including dairy feed and fertiliser 
   -      investment plans in place for 2018 to increase capacity in feeds and seeds 

-- Specialist Retail Division - revenue from continuing operations of GBP109.73m, operating profit up 6.0% to GBP4.74m

   -      revenues up across the majority of stores as farmer sentiment recovered 
   -      refurbishment programme continues across retail outlets 

-- Just for Pets Limited (formerly part of the Specialist Retail Division) was regrettably placed into administration on 10 October 2017

-- Acquisition of fertiliser blending facility at Montrose in November 2017, expanding the Group's geographic reach in Scotland

-- Trading conditions are firmer than this time last year; Company is well-placed to develop further

*Underlying pre-tax profit includes Group's share of pre-tax profit from joint ventures and associate investments but excludes the exceptional item and share-based payments. A reconciliation is shown in note 15.

Ken Greetham, Chief Executive of Wynnstay, commented:

"Our core agricultural business delivered a significantly improved performance year-on-year, reflecting better trading conditions for our farmer customers, with milk and other farm output prices recovering from the depressed levels of the last two years. The recovery in prices over 2017 drove a greater sense of optimism across the agricultural sector.

"The Group's results as a whole were impacted by Just for Pets Limited, which was very regrettably placed into administration in early October. However, this decisive action helped to minimise the potential adverse effect on both creditors and employees, preserving most jobs.

"The agricultural trading backdrop is stronger than this time last year and the new financial year has started in line with management expectations. We continue to invest in the Group's infrastructure, focusing on manufacturing and logistics, and believe that the business remains well-placed to develop and grow. While Brexit creates some uncertainties, we remain confident of the Group's market positioning.

"2018 is our centenary year and we look forward to marking it with a number of events and initiatives for all staff, customers and other stakeholders."

Enquiries:

 
 Wynnstay Group plc     Ken Greetham, Chief Executive     Today 
                         Paul Roberts, Finance Director    T: 020 3178 
                                                           6378 
 
 KTZ Communications     Katie Tzouliadis / Irene          T: 020 3178 
                         Bermont-Penn / Emma Pearson       6378 
 Shore Capital (Nomad   Stephane Auton / Patrick          T: 020 7408 
  and Broker)            Castle                            4090 
 

CHAIRMAN'S STATEMENT

OVERVIEW

Wynnstay's core agricultural and specialist retail activities generated a significantly improved performance on the prior year(1) . However, financial results for the Group as a whole have been impacted by the trading difficulties at our pet products operation, though decisive action has minimised the effect on employees and creditors of Just for Pets Limited, as well as shareholders in the Group.

A key feature of the year was the improvement in the trading backdrop, with market prices for agricultural outputs recovering over the year. For many farmers, particularly in the dairy sector, output prices had previously fallen to below the cost of production. The recovery in prices over the period, therefore, lifted sentiment across the sector, driving an upturn in demand for most agricultural inputs, including feeds.

The benefit of this recovery in demand is evident in the Board's preferred alternative performance measure of underlying pre-tax profit(2) from continuing operations, which rose by 9.2% to GBP7.97m (2016 restated: GBP7.30m) despite some margin pressure. Revenues generated by Wynnstay's continuing operations increased to GBP390.72m (2016 restated: GBP353.73m), reflecting increased activity in most sectors, as well as inflation in certain product categories. The Group's reported pre-tax profit(3) includes a one-off charge, associated with the Just for Pets Limited business, which reduced the outcome to GBP1.15m (2016: GBP7.29m) for the year.

The most marked improvements in output prices were in the livestock sector, particularly dairy, where milk prices increased sharply over the last 12 months, although they did not reach the levels seen in 2013. We remain encouraged about the level of demand for livestock feed in the current year.

Seed sales were in line with last year's record level and overall fertiliser sales were higher year-on-year. This reflected increased activity in Glasson's fertiliser business in northern England and Scotland. Grain volumes were lower compared to the prior year, partly a result of the smaller harvest of 2016 but also reflecting farmers' reluctance to trade grain as prices declined during the autumn period.

Sales from the network of Wynnstay Stores increased as farmers invested in their enterprises, with a significant improvement in hardware, supplements and animal health products. Our stores provide a valuable route to market, both for our own products and for those of national suppliers, and we intend to further expand our geographic presence as well as invest in ongoing store upgrades and refurbishments. Further details on the Group's trading performance are provided in the Chief Executive's Review.

The Board is encouraged by the progress that has been made during the year in the Group's continuing operations, and plans to make further investments across all aspects of the business as it continues to strengthen Wynnstay's position as a major supplier of agricultural products and services to farmers and the rural community.

(1) 2016 results have been restated to reclassify the Just for Pets Limited operation during the year ended 31 October 2017 as discontinued.

(2) The underlying pre-tax profit calculation is defined and shown in note 15 on page 23.

(3) Reported pre-tax profit is profit for the year, adding back taxation and share of tax incurred by associates and joint ventures.

FINANCIAL RESULTS

For the year to 31 October 2017, revenues from continuing operations increased by 10.5% to GBP390.72m (2016 restated: GBP353.73m), owing partly to a reversal of the commodity price deflation experienced in recent years. Agriculture sales contributed GBP280.87m (2016: GBP249.74m), which reflected higher average unit values for most feed, seed, grain and fertiliser products. Specialist Retail revenue increased by 5.7% to GBP109.73m (2016 restated: GBP103.86m), with good like-for-like growth in many important product categories as farmer confidence improved and farm-related investment increased.

Reported profit before tax from continuing operations increased by 6.2% to GBP7.66m (2016 restated: GBP7.21m) and, on the Board's preferred alternative performance measure of "Underlying Group pre-tax profit", which includes the gross share of results from joint ventures and associates, but excludes share-based payments and exceptional items, the Group achieved an increase of 9.2% on the prior year to GBP7.97m (2016 restated: GBP7.30m).

The improvement in trading conditions is reflected in both operating divisions, with Agriculture contributing GBP3.34m (2016: GBP3.01m) to operating profit, a rise of 11.0% year-on-year. This includes an improved performance in the FertLink and Bibby joint ventures. Our Specialist Retailing activities contributed GBP4.74m (2016 restated: GBP4.47m), a 6.0% increase, which mainly reflected improved revenues across nearly all stores. Other activities recorded a similar loss to the prior year of GBP0.10m (2016: loss of GBP0.10m).

Net finance costs increased slightly to GBP0.15m (2016 restated: GBP0.14m) as commodity inflation created higher average working capital utilisation.

Basic earnings per share from continuing operations were 8.7% higher at 32.29p per share (2016 restated: 29.71p). Costs associated with the discontinued Just for Pets Limited business amounted to GBP6.59m (2016 restated: income of GBP0.06m). This resulted in a reported loss for the year after tax of GBP0.28m (2016: profit of GBP5.83m).

Cash generation remained strong during the year and, at the year end, the Group's net cash position was GBP4.51m (2016: GBP4.28m).

Balance sheet net assets stood at GBP85.39m (2016: GBP86.95m) at the year end, equating to GBP4.37 (2016: GBP4.48) per share, and the return on net assets from continuing operations was 9.4% (2016 restated: 8.4%).

DIVID

Reflecting the recovery in the performance of continuing operations, the Board is pleased to propose the payment of an increased final dividend of 8.40p per share (2016: 8.00p). This, together with the interim dividend of 4.20p per share, paid on 31 October 2017, takes the total dividend for the year to 12.60p, an increase of 5.0% on last year (2016: 12.00p).

The final dividend will be paid on 30 April 2018 to shareholders on the register on 3 April 2018. A scrip dividend alternative will continue to be available as in previous years. The last date for election for the scrip dividend will be 16 April 2018.

COLLEAGUES

Wynnstay has tremendously dedicated and talented colleagues across its operations and, on behalf of the Board, I would like to thank them all for their input and hard work during the year. Their expertise and commitment will help to drive Wynnstay's performance and future growth.

OUTLOOK

Wynnstay has the benefit of a strong balance sheet and a broad base of activities covering all aspects of agricultural inputs. This has been a significant factor in Wynnstay's resilient performance during the prolonged downturn which affected the whole of UK agriculture. It also creates a robust platform for the Group's future growth and development.

The improvement in farmgate prices has generated an increase in demand for most agricultural inputs and, with market prices at more realistic levels for farmers, there is a greater degree of stability within the industry.

Currently, the medium-to-long term picture is less clear, due to the ongoing negotiation process for the UK's exit from the European Union and the likely shift in the nature of support mechanisms for UK agriculture. However, the Government has indicated its support for the industry as a whole, and Brexit comes at a time when world demand for agricultural products for food and also for energy continues to increase. This is a positive driver for the industry and should bring further opportunities for Wynnstay.

While there are some uncertainties over the next few years, the Board remains confident of the Group's market positioning and is firmly focused on the opportunities presented by the evolving UK market.

Jim McCarthy

Chairman

CHIEF EXECUTIVE'S REVIEW

INTRODUCTION

The Group's core agricultural businesses delivered a significantly improved performance year-on-year, despite continuing margin pressures. However, as expected, Wynnstay's results overall were impacted by Just for Pets Limited ("JfP"), which was regrettably placed into administration on 10 October 2017.

The Group's profit before tax from continuing operations increased to GBP7.66m (2016 restated: GBP7.21m). Underlying pre-tax profit(1) (as defined in note 15 on page 23) from continuing operations, increased by 9.2% to GBP7.97m (2016 restated: GBP7.30m). The rise in the Group's profitability reflected an uplift in activity across most of the Group's businesses as trading conditions for farmers improved. Revenues from continuing operations rose to GBP390.72m (2016 restated: GBP353.73m), with inflation affecting nearly all bulk commodities.

Including the effect of JfP, the Group's reported profit before tax was GBP1.15m(2) (2016: GBP7.29m). As previously announced, JfP's performance was hit by deteriorating trading conditions and its ultimate move into administration was one of the most difficult situations that the Group has experienced. We are, however, pleased that the decisive actions taken helped to minimise the potential adverse effects on all those concerned, including employees, with a high proportion of jobs preserved. JfP's trading losses in the second half, along with the costs relating to its administration, have been recognised in the Group's results as well as the related goodwill impairment charge, which was taken in the first half of the year.

The improvement in farmgate prices during the year came as welcome relief to our farmer customers and, while questions around Brexit are likely to cause some ongoing caution, output prices are now at a more sustainable level for producers. This has boosted the farming industry and increased demand for most inputs, particularly dairy feed, which had suffered from reduced demand in the previous year.

The business continues to seek organic and acquisitive expansion, and I am pleased to highlight the acquisition, by Glasson, of a fertiliser blending facility at Montrose, in November 2017. It is an opportunity for us to increase our share in the UK fertiliser market with further geographic expansion into Scotland. There are also investment plans in place that will enable us to improve efficiency and expand our capacity in feeds and seeds, along with an ongoing refurbishment programme at our retail outlets.

The agreement of terms for the UK's exit from the EU remains unresolved and this creates a degree of uncertainty in the agricultural market. However, the UK is a relatively efficient producer of most agricultural products and this, combined with pledged support from the UK Government, gives a degree of comfort to the industry. Whatever the outcome of the final Brexit negotiations, there is no doubt that improving productivity will remain a significant focus for most farming enterprises, and Wynnstay is well positioned, with its broad range of products and services, to aid efficiency within the sector.

(1) Underlying pre-tax profit includes the gross share of results from joint ventures and associates, but excludes share-based payments and exceptional items.

(2) Reported profit before tax is profit for the year, adding back taxation and share of tax incurred by associates and joint ventures.

REVIEW OF ACTIVITIES

Agriculture

The Group's agricultural operations provide a full range of inputs to arable and livestock farmers. This is complemented by crop marketing services and, in most regions, a network of country stores, which offer Wynnstay's customers a one-stop shop, catering for their needs with a wide range of products.

The Agricultural Division generated an operating contribution for the year of GBP3.34m, up 11.0% year-on-year (2016: GBP3.01m), although we experienced some variation in contribution across product sectors. Revenues rose by 12.5% to GBP280.87m (2016: GBP249.74m), which reflected volume increases across most agricultural inputs, except grain, as well as some inflationary impact in feed and grain prices.

The significant decline in output prices experienced by farmers in 2015 carried through into 2016, but the welcome upturn in prices over the course of 2017 has now brought a degree of optimism to the sector.

Demand for feed and fertiliser, which can be viewed as the drivers for yield, increased in the period, mirroring the general UK market. We experienced some variation in order patterns for fertiliser as farmers timed their orders around fluctuations in market prices during the year. Demand for seed was in line with previous years', however the smaller 2016 harvest meant that grain volumes were lower year-on-year.

Wynnstay's position as a supplier of a comprehensive range of agricultural inputs, combined with our retail business model continues to create opportunities for the Group to expand its presence both within its existing trading areas and beyond.

Feed Products

The previously reported increase in farm output prices, particularly for milk, increased UK demand for feed products. This is reflected in the strong upturn in feed demand year-on-year, and it also provides us with confidence for sales over the winter period. The increased volume of milk in the UK market has given rise to some concern over milk prices, which have peaked at around 30p/litre, and there is some possibility of a slight reduction. With a generally stable UK and world market, we believe that this is likely to be short-term, and we do not expect to see a repeat of the reduction in prices experienced in 2015.

The business produces a range of monogastric and ruminant feeds which, along with the supply of blended feeds and traded raw materials, provides stability to the feed business, as well as protection against potential volatility in any one sector of the livestock market. The supply of bagged feeds brings further predictability and stability to production. Demand for bagged feed, which is mainly sold through the retail stores, increased during the year, and our investment in the new bagging facility, in 2016, helped to satisfy demand efficiently. Further investment in both our compound feed mills is planned for 2018.

There is an ongoing requirement for the farming industry to improve efficiencies, and Wynnstay is well placed to provide a wide range of products, along with advice from its in-house specialists, to aid the process.

Glasson Grain

The Glasson business, based in Lancashire, is involved in the supply of raw materials, processing of specialist feed products and the marketing of fertiliser, both wholesale and direct-to-farm.

While demand for raw materials was lower than the previous year, sales of fertiliser increased significantly, albeit with some reduction in margin in a competitive market. The business has increased its market penetration in the north of England and Scotland, and the acquisition of the Montrose production facility in Scotland, after the year end, will further enhance sales in the area.

The financial outcome for the year is in line with the previous year, with an increase in contribution from fertiliser balancing a reduction within the trading division of the business.

Arable Products

The arable business remains strong, although lower grain volumes, along with continued margin pressure, have reduced the contribution of this area of activity compared to the prior year. Combined sales of cereal and herbage seed was in line with the record performance of the previous year, and the business is well placed as a major supplier of seed to UK farmers. Further capital investment is budgeted for in 2018 to support additional expansion of the site at Astley in Shropshire.

Demand for fertiliser was strong in the spring and summer periods, although, in contrast to the previous year, higher prices in the autumn tempered demand for early, out-of-season orders. As a result, it is expected that there will be a stronger spot market as farmers buy for the spring usage period.

The smaller 2016 harvest, combined with a reticence of farmers to sell grain from the larger 2017 crop, contributed to a reduction in volumes year-on-year in GrainLink, our in-house grain marketing business. We also experienced some margin pressure as traders competed in a subdued market. Wheat prices weakened slightly during the autumn period, however longer term futures prices indicate a general level of stability at above the average cost of production. Overall, farm stocks of grain are higher than in 2016, most of which will be traded before the 2018 harvest.

Specialist Retail

Revenue from ongoing specialist retailing activities increased by 5.7% to GBP109.73m (2016 restated: GBP103.86m), with a 6.0% increase in contribution to GBP4.74m (2016 restated: GBP4.47m).

Our specialist retailing activities now comprise the Group's network of Wynnstay Stores, which supply a wide range of products for farmers and country dwellers, and Youngs Animal Feeds, which offers a range of products for equine and small animals. This follows the Group's very difficult decision to withdraw from the pet products market. The pets sector has seen very challenging trading conditions since late 2015 and JfP began to experience a deterioration in trading in 2016. In the first half of FY 2017, it became apparent that the JfP business did not have sufficient scale as a standalone retailer to survive an increasingly difficult trading environment. Following consultation with advisors, and careful and extensive consideration of possible solutions, including a sale of the business, the decision was taken to institute an administration process. While this was extremely disappointing, we are pleased that the decisive action helped to minimise, as much as possible, the effect of a very challenging situation on employees and creditors to the JfP business.

Wynnstay Stores

The Group's network of Wynnstay Stores has a strong geographic presence throughout Wales and the west of England.

Like-for-like sales across the Stores business increased by 5%, with the upturn reflecting improved sentiment in the livestock sector, a result of higher output prices for milk and meat. This has been particularly evident in animal health and hardware products as well as milk powders, which our specialists within the Agricultural Division also advise on. The success of our Dairy and Sheep & Beef catalogues has also contributed to the improvement in sales, although a change in product mix across the store network has led to a slight reduction in average margin.

We continue to invest in the network of Wynnstay Stores, and we finished a total refurbishment of the Craven Arms outlet, in Shropshire, early in the year. In January 2018, we also completed the relocation of our store in Ruthin, in Denbighshire.

The Wynnstay Agricentre business, based in the south west of the UK, operates a slightly different model, with a high percentage of products delivered to farms. During the year, we have focused on the efficiency of its delivery network, and this has resulted in the closure of two outlets and initiatives to create better customer service processes. We have also invested in personnel in the region, ahead of an anticipated improvement in sales throughout the trading area.

Wynnstay Stores provide an important route to market across a wide geographic area for both our own products and those supplied by national and international manufacturers. We anticipate further growth in our specialist retailing activities as we expand the Group's trading area, and envisage new opportunities arising for the development of products within the Agricultural Division.

Youngs Animal Feeds

The Youngs business manufactures and markets a range of equine products to specialist outlets across the centre of the UK. We are currently in the process of reorganising this activity to optimise its operations within the Group.

Joint Ventures and Associates

The Group has four joint venture businesses (Bibby Agriculture, Wyro, FertLink and Total Angling) as well as two associate businesses (Wynnstay Fuels and Celtic Pride). These extend the Group's activities and strengthen its marketing channels for a number of products. Their combined contribution was higher year-on-year, benefiting in particular from an improved performance from FertLink, which reflected a recovery in volumes in the fertiliser marketplace.

STAFF

The last two years have been challenging for our farmer customers and all those involved in the agricultural supply industry. The talent and dedication of our personnel forms the bedrock of the Group's success and I would like to take this opportunity to record my personal appreciation to all our staff who have contributed so much this year. 2018 is a centenary year for Wynnstay and there are a number of plans underway to mark this milestone, which we look forward to with great enthusiasm.

OUTLOOK

The recovery in output prices has brought a welcome improvement in demand for all agricultural inputs. The improvement is principally a result of a more balanced world market, particularly for milk products. Prices have also been enhanced by the devaluation of sterling, which brought added benefits to the UK industry. The improved pricing appears to be sustainable, at least in the short-term, and the farming industry is eagerly awaiting the outcome of the Brexit negotiations to understand the full implications for demand and prices in the medium to long-term.

The macroeconomic factors of increasing population, dietary changes, and the strategic importance of a sustainable food supply are significant points of consideration for the industry. While farming, rural communities and the environment will still require some level of Government support, the increasing focus on agricultural efficiency and productivity will create opportunities for the industry. We believe that Wynnstay is well placed to support long-term growth across the sector, with its wide range of innovative products and services, and well-established industry relationships.

The new financial year has started in line with management expectations. While Brexit creates some uncertainty, the improvement in output prices has brought about a sense of renewed optimism, and the trading backdrop is firmer than this time last year, which is encouraging. As we embark on our centenary year, we plan to continue to invest in the Group's infrastructure, particularly focusing on manufacturing and logistics, which will improve the Group's efficiency and yield broader benefits in the medium to long-term.

I look forward to providing a further update on trading at Wynnstay's AGM in March with the meeting's venue returning to Shrewsbury Town FC.

Ken Greetham

Chief Executive

WYNNSTAY GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 October 2017

 
                                                   2017              (Restated) 
                                                                        2016 
                                     Note   GBP000      GBP000   GBP000      GBP000 
                                           -------  ----------  -------  ---------- 
 CONTINUING OPERATIONS 
 Revenue                             2                 390,724              353,726 
 Cost of sales                                       (337,835)            (303,439) 
                                           -------  ----------  -------  ---------- 
 GROSS PROFIT                                           52,889               50,287 
 Manufacturing distribution 
  and selling costs                                   (40,009)             (38,724) 
 Administrative expenses                               (5,335)              (4,570) 
 Other income                                              326                  364 
                                           -------  ----------  -------  ---------- 
 GROUP OPERATING PROFIT 
  BEFORE INTANGIBLE AMORTISATION, 
  SHARE-BASED PAYMENTS, 
  INVESTMENT IMPAIRMENT 
  AND COSTS OF CORPORATE 
  RESTRUCTURING                                          7,871                7,357 
 Intangible amortisation 
  and share-based payments                               (156)                 (78) 
                                           -------  ----------  -------  ---------- 
 GROUP OPERATING PROFIT 
  BEFORE, INVESTMENT IMPAIRMENT 
  AND COSTS OF CORPORATE 
  RESTRUCTURING                                          7,715                7,279 
 Investment impairment 
  and costs of corporate 
  restructuring                        4                  (95)                    - 
                                           -------  ----------  -------  ---------- 
 GROUP OPERATING PROFIT              5                   7,620                7,279 
 Interest income                     3          66                   69 
 Interest expense                    3       (219)       (153)    (208)       (139) 
                                           -------  ----------  -------  ---------- 
 Share of profits in associate 
  and joint ventures accounted 
  for using the equity 
  method                                       267                   93 
 
  Share of tax incurred 
  by associate and joint 
  ventures                             6      (70)         197     (26)          67 
                                           -------  ----------  -------  ---------- 
 PROFIT BEFORE TAXATION 
  FROM CONTINUING OPERATIONS                             7,664                7,207 
 
   Taxation                            7               (1,359)              (1,436) 
                                           -------  ----------  -------  ---------- 
 PROFIT FOR THE YEAR FROM 
  CONTINUING OPERATIONS                                  6,305                5,771 
 DISCONTINUED OPERATIONS 
 (Loss)/profit for the 
  year from discontinued 
  operations after tax                 8               (6,586)                   58 
 (LOSS)/PROFIT FOR THE 
  YEAR                                                   (281)                5,829 
 
 BASIC EARNINGS PER ORDINARY 
  SHARE (PENCE)                      10 
 Profit from continuing 
  operations                                             32.29                29.71 
 (Loss)/profit from discontinued 
  operations                                           (33.72)                 0.30 
                                           -------  ----------  -------  ---------- 
                                                        (1.43)                30.01 
                                           -------  ----------  -------  ---------- 
 DILUTED EARNINGS PER 
  ORDINARY SHARE (PENCE)             10 
 Profit from continuing 
  operations                                             31.87                29.51 
 Loss/(profit) from discontinued 
  operations                                           (33.29)                 0.30 
                                           -------  ----------  -------  ---------- 
                                                        (1.42)                29.81 
                                           -------  ----------  -------  ---------- 
 

The prior year comparatives have been restated to reclassify the Just for Pets Limited operation discontinued during the year ended 31 October 2017 as a discontinued operation (see Note 8).

There was no other comprehensive income during the current and prior year.

WYNNSTAY GROUP PLC

CONSOLIDATED BALANCE SHEET

As at 31 October 2017

 
                                                  2017       2016 
                                       Note     GBP000     GBP000 
                                             ---------  --------- 
 ASSETS 
 NON-CURRENT ASSETS 
 Goodwill                                       14,266     18,147 
 Investment property                             2,372      2,372 
 Property, plant and equipment                  18,709     20,535 
 Investments accounted 
  for using equity method                        3,444      3,457 
 Intangibles                                        95        109 
                                             ---------  --------- 
                                                38,886     44,620 
                                             ---------  --------- 
 
 CURRENT ASSETS 
 Inventories                                    30,056     31,344 
 Trade and other receivables                    62,961     50,316 
 Financial assets 
            - loan to joint venture              2,844      2,786 
 Cash and cash equivalents             11        8,914     10,111 
                                             ---------  --------- 
                                               104,775     94,557 
                                             ---------  --------- 
 TOTAL ASSETS                                  143,661    139,177 
 
 LIABILITIES 
 CURRENT LIABILITIES 
 Financial liabilities 
  - borrowings                         12      (2,512)    (2,626) 
 Trade and other payables                     (52,738)   (44,750) 
 Current tax liabilities                         (847)      (905) 
                                             ---------  --------- 
                                              (56,097)   (48,281) 
                                             ---------  --------- 
 NET CURRENT ASSETS                             48,678     46,276 
                                             ---------  --------- 
 
 NON-CURRENT LIABILITIES 
 Financial liabilities 
  - borrowings                         12      (1,896)    (3,202) 
 Trade and other payables                         (22)      (388) 
 Deferred tax liabilities                        (254)      (358) 
                                               (2,172)    (3,948) 
                                             ---------  --------- 
 TOTAL LIABILITIES                            (58,269)   (52,229) 
                                             ---------  --------- 
 
 NET ASSETS                                     85,392     86,948 
                                             =========  ========= 
 
 EQUITY 
 Share capital                         13        4,916      4,874 
 Share premium                                  29,529     28,848 
 Other reserves                                  3,319      2,933 
 Retained earnings                              47,628     50,293 
 
 TOTAL EQUITY                                   85,392     86,948 
                                             =========  ========= 
 

WYNNSTAY GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

As at 31 October 2017

 
                                   Share     Share                    Retained     Total 
                                 capital   premium                    earnings 
                                           account  Other reserves 
Group                             GBP000    GBP000          GBP000      GBP000    GBP000 
                               ---------  --------  --------------  ----------  -------- 
 At 1 November 2015                4,848    28,439           2,890      46,678    82,855 
Profit for the year                    -         -               -       5,829     5,829 
                               ---------  --------  --------------  ----------  -------- 
 Total comprehensive 
  income for the year                  -         -               -       5,829     5,829 
                               ---------  --------  --------------  ----------  -------- 
Transactions with owners 
 of the Company recognised 
 directly in equity: 
 Shares issued during 
  the year                            26       409               -           -       435 
Own shares acquired 
 by 
 ESOP trust                            -         -            (20)           -      (20) 
 Dividends                             -         -               -     (2,214)   (2,214) 
 Equity settled share- 
  based payment transactions           -         -              63           -        63 
                               ---------  --------  --------------  ----------  -------- 
Total contributions 
 by and distributions 
 to owners of the Company             26       409              43     (2,214)   (1,736) 
                               ---------  --------  --------------  ----------  -------- 
At 31 October 2016                 4,874    28,848           2,933      50,293    86,948 
                               ---------  --------  --------------  ----------  -------- 
 Loss for the year                     -         -               -       (281)     (281) 
                               ---------  --------  --------------  ----------  -------- 
 Total comprehensive 
  loss for the year                    -         -               -       (281)     (281) 
                               ---------  --------  --------------  ----------  -------- 
Transactions with owners 
 of the Company recognised 
 directly in equity: 
Shares issued during 
 the year                             42       681               -           -       723 
Own shares disposed 
 of by ESOP trust                      -         -             244           -       244 
Dividends                              -         -               -     (2,384)   (2,384) 
Equity settled share-based 
 payment transactions                  -         -             142           -       142 
                               ---------  --------  --------------  ----------  -------- 
Total contributions 
 by and distributions 
 to owners of the Company             42       681             386     (2,384)   (1,275) 
                               ---------  --------  --------------  ----------  -------- 
 At 31 October 2017                4,916    29,529           3,319      47,628    85,392 
                               =========  ========  ==============  ==========  ======== 
 

There was no other comprehensive income during the current and prior years.

WYNNSTAY GROUP PLC

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 31 October 2017

 
                                                 2017   (Restated) 
                                                              2016 
                                       Note    GBP000       GBP000 
                                             --------  ----------- 
 Cash flows from operating 
  activities 
 Cash generated from continuing 
  operations                            14      6,053        8,477 
 Interest received                                 66           69 
 Interest paid                                  (219)        (208) 
 Tax paid                                     (1,496)      (1,315) 
 Net cash flows from operating 
  activities in continuing 
  operations                                    4,404        7,023 
 Net cash generated from operating 
  activities in discontinued 
  operations                                      282          388 
                                             --------  ----------- 
 Net cash generated from operating 
  activities                                    4,686        7,411 
 Cash flows from investing 
  activities 
 Proceeds from sale of property, 
  plant and equipment                             177          223 
 Purchase of property, plant 
  and equipment                               (2,018)      (2,140) 
 Proceeds on sale of investments                  150          290 
 Disposal of subsidiary, net 
  cash disposed of                              (678)            - 
 Purchase of intangibles                            -          (3) 
 Own shares acquired by ESOP 
  trust                                             -         (20) 
 Own shares disposed of by 
  ESOP trust                                      244            - 
 Net cash flows used by investing 
  activities in continuing 
  operations                                  (2,125)      (1,650) 
 Net cash used in investing 
  activities in discontinued 
  operations                                     (36)        (607) 
                                             --------  ----------- 
 Net cash used by investing 
  activities                                  (2,161)      (2,257) 
 Cash flows from financing 
  activities 
 Net proceeds from the issue 
  of ordinary share capital                       723          435 
 Finance lease principal repayments           (1,152)        (835) 
 Repayment of borrowings                        (896)      (2,162) 
 Dividends paid to shareholders               (2,384)      (2,214) 
                                             --------  ----------- 
 Net cash flows generated 
  from financing activities 
  in continuing operations                    (3,709)      (4,776) 
 Net cash used in financing 
  activities in discontinued 
  operations                                     (13)         (14) 
                                             --------  ----------- 
 Net cash generated from financing 
  activities                                  (3,722)      (4,790) 
 Net (decrease)/increase in 
  cash and cash equivalents                   (1,197)          364 
  Cash and cash equivalents 
   at the beginning of the period              10,111        9,747 
                                             --------  ----------- 
 Cash and cash equivalents 
  at the end of the period              11      8,914       10,111 
 

WYNNSTAY GROUP PLC

NOTES TO THE ACCOUNTS

1. The Company is taking advantage of the exemption in s408 of the Companies Act 2006, not to present its individual income statement and related notes of these approved financial statements.

   2.         SEGMENTAL REPORTING 

IFRS 8 requires operating segments to be identified on the basis of internal financial information about the components of the Group that are regularly reviewed by the chief operating decision maker ("CODM") to allocate resources to the segments and to assess their performance.

The chief operating decision maker has been identified as the Board of Directors ("the Board"). The Board reviews the Group's internal reporting in order to assess performance and allocate resources. The Board has determined that the operating segments, based on these reports are Agriculture, Specialist Retail and Other.

The Board considers the business from a product/service perspective. In the Board's opinion, all of the Group's operations are carried out in the same geographical segment, namely the United Kingdom.

Agriculture - manufacturing and supply of animal feeds, fertiliser, seeds and associated agricultural products.

Specialist Retail - supply of a wide range of specialist products to farmers, smallholders and pet owners.

Other - miscellaneous operations not classified as agriculture or specialist retail.

The Board assesses the performance of the operating segments based on a measure of operating profit. Finance income and costs are not included in the segment result that is assessed by the Board. Other information provided to the Board is measured in a manner consistent with that in the financial statements.

Inter-segmental transactions are entered into under the normal commercial terms and conditions that would be available to unrelated third parties.

No segment is individually reliant on any one customer.

The segment results for the year ended 31 October 2017 for continuing operations are as follows:

 
                                                  Specialist 
                                    Agriculture       Retail     Other       Total 
 Year ended 31 October                   GBP000       GBP000    GBP000      GBP000 
  2017 
                                 --------------  -----------  --------  ---------- 
 
 Revenue from external 
  customers                             280,870      109,727       127     390,724 
                                 --------------  -----------  --------  ---------- 
 Segment result 
 Group operating profit 
  before investment impairment 
  and costs of corporate 
  restructuring                           3,017        4,740      (42)       7,715 
 Share of results of 
  associate and joint 
  ventures before tax                       320            -      (53)         267 
                                 --------------  -----------  --------  ---------- 
                                          3,337        4,740      (95)       7,982 
 Investment impairment 
  and costs of corporate 
  restructuring                                                               (95) 
 Interest income                                                                66 
 Interest expense                                                            (219) 
                                                                        ---------- 
 Profit before tax from 
  continuing operations                                                      7,734 
 Income taxes (includes 
  tax of associate and 
  joint ventures)                                                          (1,429) 
                                                                        ---------- 
 Profit for the year 
  attributable to equity 
  shareholders from continuing 
  operations                                                                 6,305 
                                                                        ---------- 
 Segment net assets                      33,908       39,739     7,239      80,886 
 Corporate net cash (note 
  12)                                                                        4,506 
                                                                        ---------- 
 Total net assets                                                           85,392 
                                                                        ---------- 
 

The segment results for the year ended 31 October 2016 for continuing operations are as follows:

 
                                                  Specialist 
                                    Agriculture       Retail     Other       Total 
 Year ended 31 October                   GBP000       GBP000    GBP000      GBP000 
  2016 (restated) 
                                 --------------  -----------  --------  ---------- 
 
 Revenue from external 
  customers                             249,736      103,864       126     353,726 
                                 --------------  -----------  --------  ---------- 
 Segment result 
  Group operating profit 
  before investment impairment 
  and costs of corporate 
  restructuring                           2,934        4,414      (69)       7,279 
 Share of results of 
  associate and joint 
  ventures before tax                        72           51      (30)          93 
                                 --------------  -----------  --------  ---------- 
                                          3,006        4,465      (99)       7,372 
 Interest income                                                                69 
 Interest expense                                                            (208) 
                                                                        ---------- 
 Profit before tax                                                           7,233 
 Income taxes (includes 
  tax of associate and 
  joint ventures)                                                          (1,462) 
                                                                        ---------- 
 Profit for the year 
  attributable to equity 
  shareholders from continuing 
  operations                                                                 5,771 
                                                                        ---------- 
 Segment net assets                      32,173       40,538     7,104      79,815 
 Corporate net cash (note 
  12)                                                                        4,283 
                                                                        ---------- 
 Total net assets                                                           84,098 
                                                                        ---------- 
 
   3.         FINANCE COSTS 
 
                                    2017                   (Restated) 2016 
                                   GBP000                       GBP000 
                          Continuing   Discontinued    Continuing   Discontinued 
 Interest expense:        operations     operations    operations     operations 
                        ------------  -------------  ------------  ------------- 
 Interest payable 
  on borrowings                (114)              -          (95)              - 
 Interest payable 
  on finance leases            (105)            (3)         (113)            (1) 
 
 Interest and similar 
  charges payable              (219)            (3)         (208)            (1) 
 
 Interest income                  66              -            69              - 
 Interest receivable              66              -            69              - 
                        ------------  -------------  ------------  ------------- 
 
 Finance costs                 (153)            (3)         (139)            (1) 
                        ------------  -------------  ------------  ------------- 
 
   4.         INVESTMENT IMPAIRMENT AND COSTS OF CORPORATE RESTRUCTURING 
 
 Continuing operations                      2017        2016 
                                           GBP000     GBP000 
                                     ------------    ------- 
 Investment impairment                         60          - 
 Costs of corporate restructuring              35          - 
                                     ------------    ------- 
 
 

The investment impairment relates to the accounting disposal of unlisted investments. The costs of corporate restructuring relate to the dissolution of dormant subsidiaries.

   5.         GROUP OPERATING PROFIT 

The following items have been included in arriving at operating profit:

 
                                          2017                   (Restated) 2016 
                                         GBP000                       GBP000 
                                Continuing   Discontinued    Continuing   Discontinued 
                                operations     operations    operations     operations 
                              ------------  -------------  ------------  ------------- 
 Staff costs                        24,975          2,838        24,232          2,972 
 Depreciation of 
  property, plant 
  and equipment: 
            - owned assets           1,947            320         1,825            316 
            - under finance 
             leases                    710              4           623              4 
 
 Amortisation of 
  intangibles                           14              -            15              - 
 Profit on disposal 
  of fixed assets                     (73)            (8)         (127)            (1) 
 Other operating 
  lease rentals 
  payable                            2,242          2,073         1,786          1,703 
 Repairs and maintenance 
  expenditure on 
  plant, property 
  and equipment                      1,851             92         1,671            110 
 Trade receivables 
  impairment                            65              -             8              - 
 

Services provided by the Group's auditor:

During the year the Group obtained the following services from the Group's auditor:

 
                              2017                   (Restated) 2016 
                             GBP000                       GBP000 
                    Continuing   Discontinued    Continuing   Discontinued 
                    operations     operations    operations     operations 
                  ------------  -------------  ------------  ------------- 
 Audit services 
  - statutory 
  audit                    102              8            85              9 
 Tax services                8              -             8              - 
 XBRL tagging                2              -             2              - 
 

Included in the Group Audit fee are fees of GBP5,000 (2016: GBP5,000) paid to the Group's auditor in respect of the parent company. The fees relating to the parent company this year are borne by one of the Group's subsidiaries.

   6.         SHARE OF POST-TAX PROFITS /(LOSS) OF ASSOCIATE AND JOINT VENTURES 
 
                                              2017     2016 
                                            GBP000   GBP000 
                                           -------  ------- 
  Continuing operations 
  Share of post-tax profit in 
   associate                                    17       31 
  Share of post-tax profits/(loss) 
   in joint ventures                           180       36 
  Total share of post-tax profits/(loss) 
   of associate and joint ventures             197       67 
                                           =======  ======= 
 
   7.         TAXATION 
 
                                              2017  (Restated) 
                                                          2016 
   Analysis of tax charge in year           GBP000      GBP000 
    Continuing operations 
                                           -------  ---------- 
  Current tax 
  - Continuing operations                    1,490       1,677 
  - Adjustments in respect of prior 
   years                                      (56)       (161) 
                                           -------  ---------- 
 
    Total current tax                        1,434       1,516 
                                           -------  ---------- 
  Deferred tax 
  - Accelerated capital allowances            (75)        (80) 
                                           -------  ---------- 
  Total deferred tax                          (75)        (80) 
                                           -------  ---------- 
 
    Tax on profit on ordinary activities     1,359       1,436 
                                           =======  ========== 
 
   8.         DISCONTINUED OPERATIONS 

The Group disposed of Just for Pets Limited, a part of the Specialist Retail segment, on 10 October 2017 when Just for Pets Limited entered administration and on this date recognised a disposal of the assets and liabilities of Just for Pets Limited for nil consideration.

An analysis of the result of discontinued operations which have been included in the consolidated income statement, and the loss recognised on the re-measurement to fair value less costs to disposal, are as follows:

 
 
                                                 2017      2016 
                                               GBP000    GBP000 
                                             --------  -------- 
  Revenue                                      13,125    14,417 
  Expenses                                   (14,044)  (14,339) 
                                             --------  -------- 
  (Loss)/profit before tax of discontinued 
   operations                                   (919)        78 
  Taxation                                          -      (20) 
                                             --------  -------- 
  (Loss)/profit after tax of discontinued 
   operations                                   (919)        58 
  Costs incurred in relation to 
   administration of Just for Pets 
   Limited                                       (77)         - 
  Group goodwill impairment charges           (3,881)         - 
  Pre-tax loss recognised on the 
   measurement to fair value less 
   costs to sell                              (1,709)         - 
  Taxation                                          -         - 
  (Loss)/profit for the year from 
   discontinued operations                    (6,586)        58 
                                             --------  -------- 
 
Effect of the disposal on the financial position 
 of the Group: 
                                                 2017 
                                               GBP000 
  Property, plant and equipment               (1,477) 
  Inventories                                 (1,715) 
  Trade and other receivables                   (633) 
  Cash and cash equivalents                     (678) 
  Trade and other payables                      2,765 
  Deferred tax liabilities                         29 
                                             -------- 
  Net assets and liabilities                  (1,709) 
                                             -------- 
 
  Net cash outflow                              (678) 
 
   9.         DIVIDS 
 
                                         2017     2016 
                                       GBP000   GBP000 
                                      -------  ------- 
 
  Final dividend paid for prior 
   year                                 1,559    1,436 
  Interim dividend paid for current 
   year                                   825      778 
 
                                        2,384    2,214 
                                      =======  ======= 
 
 

Subsequent to the year end it has been recommended that a final dividend of 8.40p net per ordinary share (2016: 8.00p) be paid on 30 April 2018. Together with the interim dividend already paid on 31 October 2017 of 4.20p net per ordinary share (2016: 4.00p), this would result in a total dividend for the financial year of 12.60p net per ordinary share (2016: 12.00p).

   10.         EARNINGS PER SHARE 
 
                                    Basic earnings            Diluted 
                                       per share              earnings 
                                                              per share 
                                           (Restated)             (Restated) 
                                    2017         2016      2017         2016 
                                --------  -----------  --------  ----------- 
 Continuing operations 
 Earnings attributable 
  to shareholders (GBP000)         6,305        5,771     6,305        5,771 
 Weighted average number 
  of shares in issue during 
  the year (number '000)          19,529       19,425    19,782       19,557 
 Earnings per ordinary 
  25p share (pence)                32.29        29.71     31.87        29.51 
 
 Discontinued operations 
 (Loss)/earnings attributable 
  to shareholders (GBP000)       (6,586)           58   (6,586)           58 
 Weighted average number 
  of shares in issue during 
  the year (number '000)          19,529       19,425    19,782       19,557 
 (Loss)/earnings per ordinary 
  25p share (pence)              (33.72)         0.30   (33.29)         0.30 
 

Continuing operations

Basic earnings per 25p ordinary share from continuing operations is calculated by dividing profit for the year from continuing operations attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year.

For diluted earnings per share from continuing operations, the weighted average number of ordinary shares is adjusted to assume conversion of all dilutive potential ordinary shares (share options and warrants) taking into account their exercise price in comparison with the actual average share price during the year.

Discontinued operations

Basic earnings per 25p ordinary share from discontinued operations is calculated by dividing (loss)/profit for the year from discontinued operations attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year.

For diluted earnings per share from discontinued operations, the weighted average number of ordinary shares is adjusted to assume conversion of all dilutive potential ordinary shares (share options and warrants) taking into account their exercise price in comparison with the actual average share price during the year.

   11.     CASH AND CASH EQUIVALENTS AND BANK OVERDRAFTS 
 
 
                                2017     2016 
                              GBP000   GBP000 
                             -------  ------- 
 Cash and cash equivalents 
  per balance sheet            8,914   10,111 
 Bank overdrafts                   -        - 
                             -------  ------- 
 
 Cash and cash equivalents 
  per cash flow statement      8,914   10,111 
                             =======  ======= 
 
 
   12.       FINANCIAL LIABILITIES - BORROWINGS 

Current

 
                                    2017     2016 
                                  GBP000   GBP000 
                                 -------  ------- 
  Bank loans and overdrafts 
   due within one year 
   or on demand: 
  Secured overdrafts                   -        - 
  Secured loans                      866      905 
                                 -------  ------- 
                                     866      905 
 
  Loan capital (unsecured)           672      664 
  Other loanstock (unsecured)         16       16 
  Net obligations under 
   finance leases                    958    1,041 
                                 -------  ------- 
                                   2,512    2,626 
  =============================  =======  ======= 
 

Non-current

 
                                  2017     2016 
                                GBP000   GBP000 
                               -------  ------- 
 Bank loans: 
 Secured                         1,120    1,986 
                               -------  ------- 
                                 1,120    1,986 
 
 Net obligations under 
  finance leases                   776    1,216 
                               -------  ------- 
                                 1,896    3,202 
                               =======  ======= 
 
 

Bank loans and overdrafts of GBPnil (2016: GBPnil) relating to subsidiary companies, are secured by an unlimited composite guarantee given by all the trading entities within the Group.

Finance lease obligations are secured on the assets to which they relate.

 
                                   2017     2016 
                                 GBP000   GBP000 
                               --------  ------- 
 
 Borrowings are repayable 
  as follows: 
 
 On demand or within one 
  year                            2,512    2,626 
 In the second year               1,316    1,605 
 In the third to fifth years 
  inclusive                         580    1,597 
 Over five years                      -        - 
                               --------  ------- 
 
                                  4,408    5,828 
                               ========  ======= 
 
 Finance leases included 
  above are repayable as 
  follows: 
 
 On demand or within one 
  year                              958               1,041 
 In the second year                 491                 729 
 In the third to fifth years 
  inclusive                         285                 487 
 Over five years                      -                   - 
                               --------  ------------------ 
 
                                  1,734               2,257 
                               ========  ================== 
 
 The net borrowings are: 
 
 Borrowings as above              4,408               5,828 
 Cash and cash equivalents      (8,914)            (10,111) 
                               --------  ------------------ 
 
 Net cash                       (4,506)             (4,283) 
                               ========  ================== 
 
 
   13.       SHARE CAPITAL 
 
                                 2017               2016 
                               No.                No. 
                                of                 of 
                            shares             shares 
                              '000   GBP000      '000   GBP000 
                          --------  -------  --------  ------- 
    Authorised 
    Ordinary shares of 
     25p each               40,000   10,000    40,000   10,000 
                          --------  -------  --------  ------- 
 
    Allotted, called up 
     and fully paid 
    Ordinary shares of 
     25p each               19,665    4,916    19,495    4,874 
                          ========  =======  ========  ======= 
 
 

During the year 59,289 shares (2016: 77,429) were issued with an aggregate nominal value of GBP14,822 (2016: GBP19,357) and were fully paid up for equivalent cash of GBP344,979 (2016: GBP367,244) to shareholders exercising their right to receive dividends under the Company's scrip dividend scheme.

A total of 110,896 (2016: 26,800) shares with an aggregate nominal value of GBP27,724 (2016: GBP6,700) were issued for a cash value of GBP377,614 (2016: GBP67,804) to relevant holders exercising options in the Company. No other shares were issued for cash in this financial year (2016: nil).

   14.       CASH GENERATED FROM OPERATIONS 
 
 
                                             2017   (Restated) 
                                                          2016 
                                           GBP000       GBP000 
                                        ---------  ----------- 
 Profits for the year from 
  continuing operations                     6,305        5,771 
 Adjustments for: 
 Tax                                        1,359        1,436 
 Investment impairment                         60            - 
 Depreciation of tangible 
  fixed assets                              2,657        2,448 
 Amortisation of other intangible 
  fixed assets                                 14           15 
 Profit on disposal of property, 
  plant and equipment                        (73)        (127) 
 Interest income                             (66)         (69) 
 Interest expense                             219          208 
 Share of results of joint 
  ventures and associate                    (197)         (67) 
 Share-based payments                         142           63 
 
 Changes in working capital 
  (excluding effects of acquisitions 
  and disposals of subsidiaries): 
 (Increase)/decrease in short 
  term loan to joint ventures                (58)           16 
 (Increase)/decrease in inventories       (1,048)          607 
 Decrease in trade and other 
  receivables                            (13,654)      (1,862) 
 Increase in payables                      10,393           38 
 
 Cash generated from continuing 
  operations                                6,053        8,477 
                                        =========  =========== 
 
   15.       RECONCILIATION OF UNDERLYING PRE-TAX PROFIT FROM CONTINUING OPERATIONS 
 
                                         2017   (Restated) 
                                                      2016 
                                       GBP000       GBP000 
 
 Profit before tax                      7,664        7,207 
 Share-based payments                     142           63 
 Share of tax incurred by 
  associate and Joint ventures             70           26 
 Investment impairment and 
  costs of corporate restructuring         95            - 
 
 Underlying pre-tax profit              7,971        7,296 
                                      -------  ----------- 
 
   16.       EVENTS ARISING AFTER THE OF THE REPORTING PERIOD 

On 1 November 2017, Glasson Grain Limited acquired 100% of certain trade and assets, which together comprise a mill and related processing facilities located at Montrose. The business is intended to be run as a going concern. The acquisition will enable Glasson Grain Limited to better service customers throughout Scotland. The consideration was GBP550,000, which is represented by GBP1 paid on 1 November 2017 and GBP549,999 payable by 1 November 2020. The payment of the deferred consideration is contingent on the resolution of certain conveyancing issues which management expect to be satisfactorily resolved within the three year period.

The business combination accounting is in progress and will be completed before the next reporting period.

 
 Assets acquired: 
                                   GBP000 
-------------------------------   ------- 
 Property, plant and equipment        550 
 Consideration                        550 
--------------------------------  ------- 
 
 
 

The Directors consider it impractical to estimate the recent historical financial performance of the acquired trade and assets, as the operation was one element of a larger business recently initially acquired by Origin UK Operations Limited, and which was subsequently required to be divested for competition remedy purposes.

   17.       RESPONSIBILTY STATEMENT 

The Directors below confirm to the best of their 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 management 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.

J J McCarthy

P M Kirkham

B P Roberts

K R Greetham

D A T Evans

H J Richards

S J Ellwood

   18.       CONTENT OF THIS REPORT 

The financial information set out above does not constitute the Group's statutory accounts for the years ended 31 October 2017 or 31 October 2016, but is derived from those accounts.

Statutory accounts for 2016 have been delivered to the Registrar of Companies. The auditor, KPMG Audit Plc, has reported on the 2016 accounts; the report (i) was unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

The statutory accounts for 2017 will be delivered to the Registrar of Companies following the Annual General Meeting. The auditor, KPMG LLP, has reported on these accounts; their report is unqualified, does not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and; does not include a statement under either section 498(2) or (3) of the Companies Act 2006.

The Annual Report and full Financial Statements will be posted to shareholders during the week commencing 12 February 2018. Further copies will be available to the public, free of charge, from the Company's Registered Office at Eagle House, Llansantffraid, Powys, SY22 6AQ or on the Company's website at www.wynnstay.co.uk.

   19.              ANNUAL GENERAL MEETING 

The Annual General Meeting of the Company will be held at The Sovereign Suite, Shrewsbury Town Football Club, Oteley Road, Shrewsbury, Shropshire, SY2 6ST on Tuesday 20(th) March 2018 at 11.45am.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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