12th Aug 2010 14:48
Consort Medical plc
12 August 2010
Posting of Annual Report and AGM Notice
Consort Medical plc announces that it has published its Annual Report and Accounts 2010 and Notice of 2010 Annual General Meeting and that its Annual General Meeting will be held at 2.00 p.m on Wednesday 15 September 2010 at its Registered Office, Suite D, Breakspear Park, Breakspear Way, Hemel Hempstead, Hertfordshire HP2 4TZ.
Copies of the following documents will shortly be available to view on the Company's website at www.consortmedical.com
·; the Annual Report and Accounts 2010; and
·; the Notice of 2010 Annual General Meeting.
Hard copies have also been sent to the UK Listing Authority and those shareholders who have elected to continue to receive paper communications.
The documents will be available for inspection at the UK Listing Authority's Document Viewing Facility which is situated at:
Financial Services Authority,
25 The North Colonnade,
Canary Wharf,
London E14 5HS
Telephone number +44 (0)20 7066 1000
The unaudited Preliminary Results for the year ended 30 April 2010 were announced on 17 June 2010.
The information contained in Appendix 1 (Principal Risks and Uncertainties) and Appendix 2 (Statement of Directors' Responsibilities), which is extracted from the Annual Report and Accounts, is also included in the announcement for the sole purpose of complying with Rule 6.3.5 of the Disclosure and Transparency Rules of the UK Financial Services Authority. Page numbers and cross-references in the extracted information refer to page numbers and cross-references in the Annual Report and Accounts.
John Slater
Company Secretary
01442 867920
Appendix 1
Principal Risks and Uncertainties
The Group has identified the following factors as principal risks to the successful operation of the business and has identified the steps it takes to manage those risks:
Reliance upon key customers
The Group has a degree of reliance on key customers but continues to take steps to diversify its customer base. There are significant barriers to entry in terms of high-volume manufacture in a regulated environment and also in bespoke company intellectual property and know-how. Customers are unable to quickly transfer business between suppliers and are often committed by long-term contracts.
Financing risk
The Group's principal borrowing facilities were renewed in April 2010 jointly with RBS and HSBC. The new facility agreement runs until the end of October 2013 and provides a significant increase in headroom. Further details are provided in the Financial Review and in note 24 to the accounts on net debt.
Interest rate risk
The Group's policy is to convert a portion of its floating rate debt into fixed rate using interest rate swaps (note 28). Interest rates are accordingly not considered to be a material risk to the Group.
Supply chain
The Group works in partnership with key suppliers to manage the risks of delay or interruptions to supply. Commercial risk registers identify key elements of the supply chain and put in place mitigating actions, including additional capacity and strategic stocks, to minimise the risk of delay or interruptions in supply. The Group has a continuity plan in the event of disruption and generally has terms in supplier contracts to ensure continuity of supply. Some products are dual sourced.
Liquidity risk
The Group ensures that its margins are sufficient to exceed normal operating costs and its major operating subsidiaries are cash-generative. The Group generated a net cash inflow from operating activities of £16.0m (2009: £18.1m). The Group also has low borrowing such that interest costs are covered many times over by its operating profits. The Group maintains headroom within its borrowing facilities, a substantial level of cash for immediate expenditure and operates well within its borrowing covenants.
Regulatory risk
The operations of the Group are subject to various regulatory requirements. A strong compliance regime is in force and regular reviews and audits take place, not only by regulatory authorities such as the FDA, but also by customers. The Bespak Division is ISO13485 accredited. The Group considers its long history of operating within a strong regulatory environment as a core competence and has dedicated teams to ensure compliance.
Development risk
The Group is developing a range of products at any time, including novel devices for customers, new anaesthesia products, new valves, autoinjectors and an integrated dose counter, any of which may fail in clinical trials. The Group follows rigorous processes and where possible is developing the technology as a platform for multiple programmes to reduce the exposure to any individual trial. Development and industrialisation of medical devices is regarded as a core competence of the Group. Delay is the more likely outcome of a programme rather than outright failure.
Employee retention
The unexpected departure of key employees could put at risk the business operations. The Group's employment policies and remuneration and benefits packages are designed to attract and retain staff. There is also investment in training and development of staff to this end.
Pension risk
Among the Group's pension schemes is a defined benefit scheme. The liability of the Company under this scheme is subject to risks associated with the value of investments and returns derived from the investments and also from increases in life expectancy. The Company works closely with the trustees of the defined benefit scheme to manage the volatility of liabilities and to spread risk from investments. It also makes regular payments into the scheme to reduce the pension deficit. Changes were made to the benefits provided by the defined benefit scheme for future service with effect from 1 May 2009 (note 22) which will over time reduce future volatility in the scheme.
Business continuity
The Group has a programme of commercial insurance covering key risks such as product liability, product recall and business interruption. The Group has business continuity plans in place.
Appendix 2
Statement of Directors' Responsibilities
The directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the Group and parent Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Each of the directors, whose names and functions are listed on page 21 confirm that, to the best of their knowledge:
• the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the group; and
• the Directors' Report and divisional Operating Reviews found on pages 6 to 15 include a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.
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