28th Mar 2013 12:00
AGA RANGEMASTER GROUP PLC - Annual Financial ReportAGA RANGEMASTER GROUP PLC - Annual Financial Report
PR Newswire
London, March 28
28th March 2013
AGA Rangemaster Group plc - 2012 Annual Report & Accounts
AGA Rangemaster Group plc (the "Company") has today posted or otherwise madeavailable to shareholders the following documents:
• Annual Report & Accounts for the year ended 31st December 2012 (`2012 Annual Report & Accounts'); • Notice of Annual General Meeting (`AGM Notice'); • Form of Proxy.In accordance with Listing Rule 9.6.1R a copy of each of these documents hasbeen uploaded to the National Storage Mechanism and will be available forviewing shortly at www.hemscott.com/nsm.do.
As required by Disclosure and Transparency Rule 6.3.5R, the Company confirmsthat the 2012 Annual Report & Accounts and the AGM Notice are now available toview or download in pdf format on the Company's website atwww.agarangemaster.com/investor-relations/agm.aspx. Copies of the abovedocuments may be obtained directly from the Company Secretary at the Company'sregistered office: AGA Rangemaster Group plc, Juno Drive, Leamington Spa,Warwickshire CV31 3RG.
The Company's 2013 Annual General Meeting will be held at Mallory Court Hotel,Harbury Lane, Leamington Spa, Warwickshire CV33 9QB on Wednesday 1st May 2013at 11.00a.m.
The Company's 2012 Full Year Results announcement of 8th March 2013 contained amanagement report as well as the audited financial statements which wereprepared in accordance with the applicable accounting standards. The 2012Annual Report & Accounts submitted to the National Storage Mechanism today alsocontains information regarding the Company's key risks and uncertainties,related party transactions and a responsibility statement relating to thecontent of the 2012 Annual Report & Accounts. An extract of this information isprovided below as required by Disclosure and Transparency Rule 6.3.5R, howeverthis material should be read in conjunction with and is not a substitute forreading the full 2012 Annual Report & Accounts. Page numbers andcross-references in the following appendices refer to page numbers andcross-references in the 2012 Annual Report & Accounts.
APPENDICES
Appendix A: Key Risks and Uncertainties
The key risks and uncertainties are set out on pages 18 and 19 of the 2012Annual Report & Accounts. The unedited full text relating to these disclosuresis set out below:
Key risks and uncertainties facing the Group
The board regularly reviews the risks faced by the Group, including businessand wider social, environmental and ethical issues. Risk is an inherent part ofdoing business and the intention of the Group's risk management process is notto avoid all risk, but to identify, evaluate, mitigate and manage risks. TheGroup's internal control and risk management policies and procedures are setout on pages 32 to 33.
The board consider the following represent the principal risks anduncertainties that may impact on the Group's long-term performance and couldcause actual results to differ materially from the expected and historicalresults. The board recognises that the profile of the risks change constantlyand additional risks not presently known, or that are currently deemedimmaterial, may also impact on delivery of the Group's performance.
RISK MITIGATION COMPETITION/MARKET EROSION • We seek to have differentiated products and emphasise theCompetitors could introduce upgraded production superiority we have andproducts and increase their
actively invest in new productmarketing expenditure, which may development and design.impact on market share. There couldbe downward pressure on pricing if • New products are extensivelythe sector accepts lower margins. researched and market tested.Reduced demand for our products or
being less price competitive could • Constant monitoring of our marketimpact the Group's ability to position and competitor strategies.deliver its strategy and business
plans. • Value engineering programmes assist with the maintenance and enhancement of margin and pricing strategies.FINANCIAL COVENANTS & FUNDING • New bank facilities put in place
during the year which mature at theThe Group has bank facilities in end of 2015.place to support the Group'soperations and to provide guarantees • The Group keeps its bankersto cover future contributions to the informed of the Group's progresspension scheme.
against its strategy, business plans and financial covenants.Breach of banking covenants couldresult in additional financial • The Group focuses closely on cashoperating restrictions being placed management. At present no dividendson the business. are to be paid without agreement with the trustee of the Group's main pension scheme. FINANCIAL INSTRUMENTS • The Group's treasury policy sets the framework for hedging foreignThe Group is exposed to foreign exchange and interest rate risks.exchange and interest rate risks as
it sells its products and sources • The Group offsets currency flowscomponents worldwide. Significant internally where possible and putsmovements could impact on future in place foreign exchange contracts,profitability and cash flow. (For where appropriate.
further details see note 19 to theaccounts). Uncertainties in theEurozone could lead to increasedcurrency volatility. GENERAL ECONOMIC CONDITIONS • The Group reviews financial forecasts and monitors economicThe Group's operations are sensitive conditions (in particular housingto global economic conditions market trends in the UK and the US)particularly the consumer and to assess the impact on its budgethousing markets. Levels of consumer and strategic plans.
confidence could impact on theGroup's revenues and if the downturn • The Group seeks to increasepersists or worsens this may impact international sales and to reduceon planned production levels and individual market dependency.forecast profitability.
Internal processes are in place to monitor continually progress and theA global economic recovery would availability of raw materials andbring benefits given the operational components.
gearing of the Group, but could alsoresult in an increase in rawmaterial prices or restrict theavailability and quality ofcomponents.HEALTH, SAFETY AND ENVIRONMENTAL • We are dedicated to achieve the
highest standards and conductA health and safety incident could regular audits to ensure complianceresult in serious injury to the with relevant laws and regulations.Group's employees, visitors to our
premises or customers. An • Accreditation to ISO 9001:2008,environmental incident could impact ISO 14001:2004 and BS OHSAS 18001:on the community in which we
2007 ensures a framework is in placeoperate. The environmental with clear policies, procedures andperformance and reputation of our audits. Performance is regularlyproducts may affect customer demand. reviewed at operational and board
level. • Our product development and value engineering programmes help ensure product performance is continuously improved, taking advantage of new and emerging technologies. INTELLECTUAL PROPERTY • Register trade marks, patents and designs in existing and new marketsThe Group owns several well known and take legal action asbrands and other intellectual appropriate.property. Failure to protect ourrights in our existing and in • Actively monitor the market topotential new markets could lead to identify and address breaches of oura reduction in their value.
rights.LEGAL, REGULATORY AND LITIGATION • We are committed to the highest
standards and conduct regular auditsThe Group's operations are subject covering business processes andto many different areas of
behaviours to ensure compliance withregulation and greater government relevant laws and regulations.intervention may significantly
affect our business operations. • We enter into dialogue withThere has been an increase in regulators regarding their proposedproduct regulations. We may take changes to product regulation with alegal action against third parties view to being compliant, which canto enforce our rights or face result in competitive advantages.litigation from third parties. This
may result in reputational damageand financial cost. The Group alsohas a long and complex history andthere may be legacy issues to beaddressed.OVER RELIANCE ON ANY INDIVIDUAL • The Group sells its productsCUSTOMER
through a wide range of channels andOR SUPPLIER markets which helps to minimise single customer dependence.The Group's profitability could beimpacted if any single customer • We monitor the supply chain tobecame business critical or an avoid over reliance on any singleindividual supplier dominated our supplier.
manufacturing process. Approaches todistribution are changing, emanatingfrom increased consumer use of theinternet, which could alter dealerand distributor structures withinthe industry. PENSION SCHEME FUNDING • The Group works closely with the trustee of the main pension schemeThe Group is the sponsor of a large and has in place a long-term fundingpension scheme and can be called on strategy to manage closely assetsto meet funding deficits. The and liabilities in relation to eachvaluations of the pension scheme other.
could increase a deficit that mayrequire the Company to provide • Following the triennial actuarialadditional cash contributions or valuation as at 31st December 2011 aguarantees. Actuarial valuations are new recovery plan was agreed and a £heavily driven by prevailing gilt 16 million contribution from cashyields which can be subjected to held on deposit was made. Furthermarket distortions and government cash recovery contributions will notaction. This can lead to wide be made by the Company until 2015.fluctuation in the appraised
liabilities which could, as a • The defined benefit scheme isconsequence, severely constrain the closed to new entrants andfinances of the Group.
pensionable salaries were frozen in 2009/10.Recovery plans need to be agreedwith the trustee of the pension • The level of current pensionscheme who have to take the views provision will be subject to aand powers of The Pensions Regulator consultation exercise in 2013 alonginto account. with plans for auto-enrolment. • Cash flows within the pension scheme are closely monitored to link the requirements to pay members with cash generated from the assets held. • The Group also monitors market conditions and will discuss with the trustee further steps to reduce the level of contingent dependency of the pension scheme on the Group. PEOPLE • The Group annually reviews its succession and development plans forLoss of key personnel or the failure key personnel and the board are keptto plan adequately for succession or updated.
to develop new talent could damagethe future prospects of the Group. • The Group HR director overseesCompetition for quality personnel is personnel strategy.
intense and the Group may not besuccessful in attracting or • Remuneration packages includingretaining suitably qualified fixed, variable and long-termpersonnel. Loss of key employees and elements and compensationdelays in recruiting new personnel arrangements are regularlycould harm the Group's business and benchmarked to ensure the Group'sin time our competitive advantages remuneration policy remains in linemay erode.
with market practice.Appendix B: Related Party Transactions
The related party transactions are set out in note 28 to the Group accounts onpage 71 of the 2012 Annual Report & Accounts. The unedited full text relatingto these disclosures is set out below:
The Group recharges the Group pension scheme with part of the cost ofadministration. The total amount recharged in the year to 31st December 2012was £0.1m (2011: £0.1m). The amount outstanding at the year end was £nil (2011:£nil).
Key management's compensation
The compensation of the key management team, including the executive andnon-executive directors, at the balance sheet date is set out below:
2012 2011 £m £m Salaries and short-term benefits 1.7 1.7Post employment benefits 0.1 0.1Share based payments 0.1 -Total emoluments to key management 1.9 1.8
Appendix C: Responsibility Statement
The 2012 Annual Report & Accounts contain a responsibility statement incompliance with DTR 4.1.12 signed by order of the board by W B McGrath, ChiefExecutive and S M Smith, Finance Director. The directors' responsibilitystatement is set out on page 28 of the 2012 Annual Report & Accounts for theGroup. This statement is set out in unedited full text below. This states thaton 8th March 2013, the date of approval of the 2012 Annual Report & Accounts,the directors confirm that to the best of their knowledge:
• the Group financial statements, prepared in accordance with IFRS as adopted by the EU, 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 business 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.For further information contact:
P M SissonsCompany SecretaryAGA Rangemaster Group plcTelephone Number +44 (0)1926 455755Related Shares:
AGA.L