26th Mar 2010 16:00
FOR IMMEDIATE RELEASE26th March 2010
AGA Rangemaster Group plc - Annual Report and Accounts
AGA Rangemaster Group plc (the `Company') announces that it has today published its Annual Report and Accounts for the year ended 31st December 2009 and associated documents.
In accordance with Listing Rule 9.6.1 the Company has today submitted to the UK Listing Authority two copies of each of the following documents:
* Annual Report and Accounts for the year ended 31st December 2009 (`2009 Annual Report and Accounts'); * The Notice of Annual General Meeting (`AGM Notice'); * The Form of Proxy;
* The proposed New Articles of Association to be put to shareholders at the
forthcoming Annual General Meeting;
* The proposed AGA Rangemaster Group plc 2010 Company Share Option Plan to be
put to shareholders at the forthcoming Annual General Meeting.
The documents will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:
Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HSTel No: 020 7066 1000
Copies of the above documents may be obtained directly from the Company Secretary at the Company's registered office: AGA Rangemaster Group plc, Juno Drive, Leamington Spa, Warwickshire CV31 3RG.
Links to pdf files of the 2009 Annual Report and Accounts and the AGM Notice are set out below and these documents are available on the AGA Rangemaster Group plc website at http://www.agarangemaster.com/979.htm
2009 Annual Report and Accounts
www.agarangemaster.com/SiteImages/Site_301/Pdf/2009AR.pdf
AGM Notice
www.agarangemaster.com/SiteImages/Site_301/Pdf/2010NOM.pdf
The AGM Notice sets out all of the resolutions to be proposed at the AnnualGeneral Meeting and explanatory notes on all the resolutions. It is proposed inResolution 11 to adopt New Articles of Association in order to update theCurrent Articles of Association to bring them in line with market practice andto take into account the coming into force of the Companies (Shareholders'Rights) Regulations 2009 and the last parts of the Companies Act 2006. It isproposed in Resolution 12 that a new UK HM Revenue & Customs approved CompanyShare Option Plan be adopted. The AGM Notice provides details of the principalchanges to the Company's Articles of Association and summarises the mainfeatures of the AGA Rangemaster Group plc 2010 Company Share Option Plan.Copies of the proposed New Articles of Association and the updated Memorandumof Association marked to show the proposed changes and a copy of the proposedCompany Share Option Plan Rules are available for inspection until 7th May2010, the date of the Annual General Meeting, at the Company's registeredoffice and at the offices of Allen & Overy LLP, One Bishops Square, London E16AD.
IMPORTANT: EXPLANATORY NOTE AND WARNING
The primary purpose of this announcement is to inform the market about the publication of the Company's 2009 Annual Report and Accounts and associated documents.
The information below, which is extracted from the 2009 Annual Report andAccounts, is included solely for the purpose of complying with DTR 6.3.5 andthe requirements it imposes on issuers as to how to make public annualfinancial reports. It should be read in conjunction with the Company's 2009Preliminary Results Announcement issued on 12th March 2010. Together theseconstitute the material required by DTR 6.3.5 to be communicated to the mediain unedited full text through a Regulatory Information Service. This materialis not a substitute for reading the full 2009 Annual Report and Accounts. Pagenumbers and cross-references in the extracted information below refer to pagenumbers and cross-references in the 2009 Annual Report and Accounts.
Responsibility Statement
The 2009 Annual Report and Accounts contain a responsibility statement incompliance with DTR 4.1.2 signed by order of the Board by William McGrath,Chief Executive and Shaun Smith, Finance Director. The directors'responsibility statement is set out on page 26 of the 2009 Annual Report andAccounts for the Group. This statement is set out in unedited full text below.This states that on 12th March 2010, the date of approval of the 2009 AnnualReport & Accounts:
Each of the directors (whose names and functions are referred to on pages 20 and 21 of the 2009 Annual Report and Accounts) confirm to the best of their knowledge:-
* the Group financial statements, prepared in accordance with IFRS as adopted
by the EU and the Company financial statements prepared under UK GAAP, give
a true and fair view of the assets, liabilities, financial position and
profit of the Company and the undertakings included in the consolidation
taken as a whole; and
* the chief executive's review, which is incorporated into the directors'
report, includes a fair review of the development and performance of the
business and the position of the Company and the undertakings included in
the consolidation as a whole, together with a description of the principal
risks and uncertainties they face.
Principal Risks and Uncertainties
The key risks and uncertainties are set out on pages 12 and 13 of the 2009 Annual Report and Accounts. The unedited full text relating to these disclosures is set out below:
RISK POTENTIAL IMPACT STRATEGY TO MITIGATE
__________________________________________________________________________________________
Economic conditions The economic A lack of consumer * The Group monitors economic environment may confidence may conditions in particular housingimpact consumer reduce Group sales, market trends. spending plans. primarily of consumer appliances * The Group seeks to diversify and household sales away from the UK to reduce products impacting individual market dependency. production levels and profitability. A swift economic Reduced * Internal processes continually recovery may profitability and monitor prices and the increase raw availability of availability of raw materials. material prices. components.
__________________________________________________________________________________________
Competition Competitors Market share could * Introduce new products that are introduce upgraded be lost to well researched and market products and add to competitors without tested. marketing continuing product programmes. innovation and * Investment in new product strong marketing development and design support. capabilities. Downward pressure Reduced demand for * Monitor our market position and on pricing if our products and competitor strategies. sector accepts negative operational lower margins. gearing if we were * Constant value engineering to become less price programmes to be price competitive. competitive.
__________________________________________________________________________________________
Intellectual property Failure to identify Others may imitate * Monitor the market to identify the violation of our products breaches of our proprietary our rights could breaching our rights. lead to unfair patents, trademarks competition. and copyrights * Take legal action wherever damaging our brands appropriate. and profitability.
__________________________________________________________________________________________
Customer/supplier relationships Some key Loss of critical * Sales teams meet regularly with relationships are suppliers/customers senior management of key central to trading could have a customers. performance. material impact on individual company * Regular monitoring of customer volumes. service. * The supply chain team holds regular review meetings with suppliers. Interruption to * Where possible we maintain supply can stop multiple supply sources. production and impact * Group seeks to avoid one sales profitability. account or supplier being material to overall performance.
__________________________________________________________________________________________
Manufacturing External events, Disruption to * Disaster recovery plans are in fires or workforce manufacturing for a place at all units. action could sustained period can disrupt production. impact profits. * Manufacturing technology is shared so that best practice levels are maintained. * Maintain regular communication with workforce/unions. Manufacturing Product lines age or * Investment in new technologies techniques and become obsolete or and equipment is prioritised. processes can uneconomic. become outdated. * Ensure business operating standards are high as seen in ISO 9001 : 2008 and ISO 14001 : 2004 accreditations.
__________________________________________________________________________________________
Environment Manufacturing our Failure to manage * We invest to improve product impacts the our environmental environmental performance. environment. impacts could damage our brand, lead to * We have environmental impact government/ targets as part of our ISO 14001 regulatory actions : 2004 and Environmental resulting in fines Management System programmes. or enforcement notices. Energy to run our * We undertake to be a responsibleproducts is manufacturer and ensure excessive. compliance with all new production regulations. * We treat effective energy management in the home as a priority. * The results are monitored at board level.
__________________________________________________________________________________________
People Health and safety. Failure to meet the * We are committed to the highest appropriate standards and conduct regular standards can have a audits as seen in our BS OHSAS significant impact 18001 accreditation. on our people, damage the brand and * Health and safety is a key lead to significant agenda item at operational and financial and board meetings. operational costs. Failure to attract, Loss of key people * Incentive and remunerationretain and motivate could damage the packages are designed toemployees. future prospects of attract, retain and motivate key staff. the Group. * Succession planning is in place and reviewed regularly by the board.
__________________________________________________________________________________________
Financial Foreign exchange Significant * Group offsets currency flows and interest rates movements can impact within the Group wherever as we manufacture both profitability possible. and sell across the and cash flow of the world. Group. * Forward foreign exchange contracts are entered into where necessary. * Treasury policy sets framework for hedging currency and interest rate risks. The Group uses bank Underperformance * Covenants are maintained againstfacilities that could lead to forecasts. require renewal breaches in bank from time to time. covenants, a lack of * Consistent dialogue held with finance availability banking group. and increased costs.
__________________________________________________________________________________________
Pensions The funding The finances of the * The Group and the trustee have requirement of the Group could be agreed a long-term funding Group's pension significantly structure and manage closely scheme could constrained by both assets and liabilities. increase required pensions significantly. contributions.
__________________________________________________________________________________________
Dividend policy Weak markets could Low dividend levels * The Group maintains a impact the Group's restrict the medium-term dividend cover ability to restore investment case. policy of it being covered 2.5 dividend payments. times out of fully taxed profits.
__________________________________________________________________________________________
Related Party Transactions
The related party transactions are set out in note 29 to the Group accounts onpage 77 of the 2009 Annual Report and Accounts. The unedited full text relatingto these disclosures is set out below:
The Group recharges the Group pension scheme with the cost of administration
and independent advisers paid by the Group. The total amount recharged in the
year to 31st December 2009 was £0.2m (2008: £0.2m). The amount outstanding at
the year end was £nil (2008: £nil).
The Group paid £40,000 to Rise Rocks Limited, a company wholly owned by PeterTom, a non-executive director. For further details see the remuneration reporton page 38.
Key management's compensation
The compensation of the key management team at the balance sheet date is setout below: Restated 2009 2008 £m £m Salaries and short-term benefits 1.8 1.7Post employment benefits 0.1 0.2Share based payments 0.1 -Termination benefits 0.2 -
_____________________________________________________________________________
Total emoluments to key management 2.2
1.9
_____________________________________________________________________________
The 2008 figures have been restated to include the executive directors.
Contact:P M SissonsCompany SecretaryAGA Rangemaster Group plcTelephone Number +44 (0)1926 455755
vendorRelated Shares:
AGA.L