18th Mar 2010 16:44
Date of notification: 18 March 2010
BBA Aviation plc (the "Company")
Annual Financial Report and Notice of AGM
Further to the release of the Company's Final Results announcement on 25 February 2010, the Company announces that it has today published its Annual Financial Report 2009 ("Annual Report 2009").
The Company also announces that it has today posted to shareholders notice of an Annual General Meeting to be held at 10am on Thursday 29 April 2010 at No. 4 Hamilton Place, London W1J 7BQ.
The Annual Report 2009 and the Notice of Annual General Meeting 2010 can be viewed at or downloaded from the Company's website at www.bbaaviation.com.
Two copies of the documents listed below have been submitted to the UK Listing Authority and will be available for inspection in the UK Listing Authority's Document Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel: 020 7676 1000
List of Documents submitted to the UK Listing Authority:
·; Annual Report 2009
·; Chairman's Explanatory Letter and Notice of Annual General Meeting
·; Annual General Meeting Proxy Card
·; Scrip Dividend Scheme Circular
·; Scrip Dividend Mandate Form
·; Notice of Availability of BBA Aviation plc Annual Report 2009 and Notice of Annual General Meeting
·; Letter to shareholders about shareholders communications and Reply Card
At the Annual General Meeting due to be held on 29 April 2010 it is proposed that the Company adopts new Articles of Association. A summary of the proposed changes is set out in the explanatory notes which accompany the Notice of Annual General Meeting 2010 and which are available on the Company's website at www.bbaaviation.com. This meeting also seeks, inter alia, general authority from ordinary shareholders for the Company to make market purchases of up to 14.99 per cent of the Company's existing issued ordinary share capital. This renews the authority granted by shareholders at the Annual General Meeting held on 30 April 2009. Any ordinary shares purchased under the authority may be cancelled or held in treasury.
The Company's Final Results announcement released on 25 February 2010 contained the responsibility statement of the directors on the Annual Report 2009 and significant events occurring during the period. For the purposes of compliance with DTR 6.3.5 set out below is the statement of principal risks and uncertainties which is set out in the Annual Report 2009 and the text of note 26 to the consolidated financial statements in the Annual Report 2009 concerning related party transactions.
"Principal Risks and Uncertainties
Approximately two-thirds of BBA Aviation's revenue is driven by demand for B&GA travel, a quarter by commercial aviation movements and the balance by military aviation. In B&GA, our performance is primarily driven by flying activity, both in terms of the impact it has for Signature on movements and fuel consumption, and in our aftermarket businesses on resultant demand for components, repair and overhaul. In commercial aviation, our revenues are driven by aircraft movements rather than passenger miles.
The key risks that impact the level of flying activity are:
- General economic conditions and business and consumer confidence which drives short-term demand;
- Catastrophic global events such as terrorist attacks and international conflicts and global pandemics which have impacted regional and international air travel;
- A very high price per barrel for crude oil and a corresponding rise in jet fuel prices for a prolonged period which particularly impacts the commercial market; and
- Legislation impacting air travel.
The Group has significant operations in the USA with approximately 74% of pre-tax profits being denominated in US dollars. Although we are seeking to expand our operations in Europe and the rest of the world, the majority of all B&GA aircraft are located in North America and it will remain our most significant market in the foreseeable future. Consequently, our financial performance in sterling terms is subject to the effects of fluctuations in foreign exchange rates, in particular the rate of exchange between US dollar and sterling.
The Group has a number of contingent liabilities that might impact its future performance. These are analysed in note 25 to the Consolidated Financial Statements.
Retaining our key management is of critical importance to the Group. In 2010 the Group will be introducing changes to its Group remuneration policy, ensuring that our compensation and benefits offerings remain competitive as well as improving the alignment and motivation of our senior executives to deliver the Company's strategic objectives."
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"Related Party Transactions |
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Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are detailed below. |
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Compensation of key management personnel |
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Key management are the directors and members of the Executive Committee. |
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The remuneration of directors and other members of key management during the year was as follows: |
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2009 |
2008 |
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£m |
£m |
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Short-term benefits |
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6.0 |
4.1 |
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Post-employment benefits |
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0.7 |
0.5 |
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Share-based payments |
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0.7 |
(0.2) |
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7.4 |
4.4 |
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Post-employment benefits include contributions of £0.3 million (2008: £0.3 million) in relation to defined contribution schemes. |
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The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The directors' remuneration is disclosed in the Directors' Remuneration Report on pages 52 to 59. |
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Other related party transactions |
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During the year, Group companies entered into the following transactions with related parties who are not members of the Group: |
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Sales of Goods |
Purchases of Goods |
Amounts owed by |
Amounts owed to |
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related parties |
related parties |
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2009 |
2008 |
2009 |
2008 |
2009 |
2008 |
2009 |
2008 |
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£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
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Associates |
2.3 |
2.6 |
80.8 |
129.0 |
0.3 |
0.5 |
6.6 |
5.5 |
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Purchases were made at market price discounted to reflect the quantity of goods purchased and the relationships between the parties. |
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The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. |
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At the balance sheet date, Group companies had loan receivables from an associated undertaking of £1.4 million (2008: £1.5 million). The loans are unsecured and will be settled in cash, and were made on terms which reflect the relationships between the parties." |
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The financial information set out in the Company's Final Results announcement of 25 February 2010 does not constitute the Company's statutory accounts for the year ended 31 December 2009. Statutory accounts for 2009 will be delivered to the Registrar of Companies in due course.
This announcement should be read in conjunction with, and is not a substitute for, reading the full Annual Report 2009.
Related Shares:
SIG.L