AGA.L Regulatory News (AGA)

26th March 2015 AGA RANGEMASTER GROUP PLC 2014 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 2014 (`2014 Annual Report & Accounts'); * Notice of Annual General Meeting (`AGM Notice'); * Form of Proxy. The Company's 2015 Annual General Meeting will be held at Mallory Court Hotel,Harbury Lane, Leamington Spa, Warwickshire CV33 9QB on Thursday 30th April 2015at 11.00am. 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 2014 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. Copies of the above documents may beobtained directly from the Company Secretary at the Company's registeredoffice: AGA Rangemaster Group plc, Juno Drive, Leamington Spa, WarwickshireCV31 3RG. The Company's 2014 Full Year Results announcement of 6th March 2015 contained amanagement report as well as the audited financial statements which wereprepared in accordance with the applicable accounting standards. The 2014Annual Report & Accounts contains information regarding the Company's key risksand uncertainties, related party transactions and a responsibility statementrelating to the content of the 2014 Annual Report & Accounts. An extract ofthis information is provided below as required by Disclosure and TransparencyRule 6.3.5R, however this material should be read in conjunction with and isnot a substitute for reading the full 2014 Annual Report & Accounts. Pagenumbers and cross-references in the following appendices refer to page numbersand cross-references in the 2014 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 2014Annual Report & Accounts. The unedited full text relating to these disclosuresis set out below: Key risks and uncertainties The Group has a strong risk identification, evaluation and management process.The effectiveness of this process is regularly reviewed by the board as are theresultant risks and risk response plans. The Group's internal control and riskmanagement policies are set out on pages 30 and 31. The following table sets out the principal risks and uncertainties that mightimpact on the Group's long-term performance and could cause actual results todiffer materially from the expected and historical results. As the Group seeksto exploit new opportunities the profile of these risks might change and newrisks, or risks that are currently deemed immaterial, may also impact theGroup's profitability and its ability to meet its targets. RISK MITIGATION COMPETITION/MARKET EROSIONThe Group operates in a number of • We have differentiated, high qualitycompetitive markets and as such the products and actively invest in newactivities of our competitors can product development and design toadversely affect the Group. maintain our position. Competition in the market placeparticularly from online retailers can • Our `built from experience' campaigncreate pricing pressures. Further, the for Rangemaster highlights the qualityheavy promotion of built-in cookers differentials.and new competitor products can impactdemand. • Constant monitoring of our market position and competitor strategies.A significant downwards pressure onpricing and or a reduction in demand • Value engineering programmes assistmight impact the Group's ability to with the maintenance and enhancementdeliver its strategy and business of margin and pricing strategiesplans. FINANCIAL COVENANTS AND FUNDING • Our bank facilities are sufficientThe Group has bank facilities in place for our needs and do not mature untilto support its operations and to August 2016.provide guarantees to cover futurecontributions to the pension scheme. • The Group keeps its bankers regularly informed of its progressA breach of banking covenants might against its strategy, business plansresult in additional financial and financial covenants.operating restrictions being placed onthe business and could have a wider • The Group focuses closely on cashimpact including that with the trustee management.of the pension schemes. FINANCIAL INSTRUMENTSThe Group has a global customer base • The Group's treasury policy sets theand an international supply chain. As framework for hedging foreign exchangesuch it is exposed to both foreign and interest rate risks.exchange and interest rate risks.Significant fluctuations can impact • The Group offsets currency flowsprofitability and cash flow. internally where possible and where appropriate puts in place foreign exchange contracts. GENERAL ECONOMIC CONDITIONSThe Group's operations are sensitive • The Group tracks key economicto global economic conditions metrics for the markets in which itparticularly the consumer and housing operates. The data is used to identifymarkets. Our exposure is most notable early signs of change enabling thein the UK, the USA and France. The UK Group to adjust its strategic plansis growing but consumer confidence and modify its investment prioritiesrequires a sustained period of rising on a timely basis.household incomes to recover topre-downturn levels. • The Group seeks to increase international sales and to reduceImproved global economic conditions individual market dependency.would bring benefits given theoperational gearing of the Groupwhereas adverse conditions can resultin reduced demand for our products. HEALTH, SAFETY AND ENVIRONMENTALThe safety of employees, customers and • We are committed to achieving thevisitors to our premises is of highest standards. We conduct regularcritical importance. As a business audits to ensure compliance withwith a range of activities including relevant laws and regulations. Wemanufacturing, retail and off site review both incidents and `nearservices,the Group is exposed to a misses' to establish their root cause.number of health and safety risks. • We have a health and safetyThe Group is committed to adhering to executive committee of the boardenvironmental standards set by with a focus on these aspects of thegovernments and other organisations. business.It recognises that an environmentalincident could impact on the community • Accreditation to ISO 9001:2008, ISOin which we operate. Further, the 14001:2004 and BS OHSAS 18001:2007environmental performance and ensures a framework is in place withreputation of our products may affect clear policies, procedures and audits.customer demand and the environmentalperformance of our operations impact • Our product development and valueprofitability and efficiency. engineering programmes help ensure product performance is continuously improved, taking advantage of new and emerging technologies. LEGAL AND REGULATORYCompliance with laws and regulations • The Group is committed to complianceis fundamental to the Group's success. with relevant laws and regulations andChanges to laws and regulatory sees this compliance as central to therequirements remain a source of both operations.risk and opportunity throughout theGroup. In particular, changing • We monitor the legal and regulatoryregulations in the EU and the USA in environment within therespect of the energy efficiency of countries in which we operate andproducts. maintain dialogue with relevant regulatory bodies. We take specialist public policy advice, if required. Management are tasked with ensuring that employees are aware of and comply with regulations and laws specific to their roles. • In respect of product regulations our design team maintains an ongoing development programme to ensure that our product range remains compliant. This programme produces ever improving products which are also a source of opportunity for the Group. PENSION SCHEME FUNDINGThe Group is the sponsor of a large • Following the triennial actuarialand mature defined benefit pension valuation undertaken as at 31stscheme and can be called on to meet December 2011 a deficit recovery planfunding deficits and make payments was agreed and in 2012 a £16 millionunder deficit recovery plans. contribution from cash held on deposit was made. Further deficitA formal actuarial valuation of the contributions of £4m in 2015 andscheme is undertaken at least rising to £10m in 2016 are due to beevery three years. Such valuations made by the Group.can reveal an increased deficit thatrequires additional cash • The 2014 triennial actuarialcontributions or guarantees from the valuation is now in preparation andGroup. the Group will then discuss with the trustee of the pension scheme anyThe actuarial valuations are heavily required changes to the existingdriven by prevailing gilt yields arrangements.which can be subject to marketdistortions or affected by government • The defined benefit scheme is closedaction. As such, wide fluctuations in to new entrants and pensionablethe appraised liabilities are possible salaries were frozen in 2009/10. Thewhich in turn could severely constrain nature of current pension provision inthe finances of the Group. the Group is kept under review. Deficit recovery plans need to be • Cash flows within the definedagreed with the trustee of the pension benefit scheme are closely monitoredscheme who has to take the views and to link the requirements to paypowers of The Pensions Regulator into pensions with cash generated from theaccount. assets held. • The Group monitors market conditions and discusses with the trustee steps to strengthen the corporate covenant. • In 2014 the Group became subject to the UK pension auto- enrolment requirements and a new pensions vehicle has been put in place for this purpose. PEOPLEThe Group requires skilled people to • The Group HR director oversees theenable it to develop fully and exploit Group's people strategy. This includesnew opportunities both in the UK and an annual review of its succession andoverseas. A failure to recruit quality personal development plans. The boardpersonnel in a competitive market and is kept updated on key issues.develop existing talent might in timeerode our competitive advantage. • Remuneration packages including fixed, variable and long-term elementsFurther, a failure to plan adequately and compensation arrangements arefor succession could also damage the regularly benchmarked to ensure thefuture prospects of the Group. Group's remuneration policy remains in line with market practice. SUPPLY CHAINThe Group's manufacturing operations • We closely monitor our supply chainrequire the timely supply of quality and employ a range of strategies toparts and materials. reduce reliance on individual suppliers and minimise the impact ofSupply chain disruptions can adversely potential supplier failures.impact the Group. Such disruptionsinclude the failure of key suppliers • We conduct supplier audits to assessand environmental or industrial compliance with the terms of supplyaccidents. agreements including processes, product specifications andQuality issues in the supply chain can manufacturing conditions.also adversely impact the Group asfaulty or substandard parts areunacceptable. Appendix B: Related Party Transactions The related party transactions are set out in note 28 to the Group accounts onpage 83 of the 2014 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 2014was £0.1m (2013: £0.1m) and this was included in the amount outstanding at theyear end of £0.2m (2013: £0.1m). Key management's compensation The compensation of the key management team, including executive directors, atthe balance sheet date is set out below: 2014 2013 £m £m Salaries and short-term benefits 1.4 1.6 Post employment benefits 0.1 0.1 Share based payments - 0.1 Total emoluments to key management 1.5 1.8 Appendix C: Responsibility Statement The 2014 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 50 of the 2014 Annual Report & Accounts for theGroup. This statement is set out in unedited full text below. This states thaton 6th March 2015, the date of approval of the 2014 Annual Report & Accounts,the directors confirm that to the best of their knowledge: * the financial statements, prepared in accordance with IFRS, 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 strategic 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. The directors consider that the annual report and accounts, taken as a whole,having taken advice from the audit and risk committee, are fair, balanced andunderstandable and provides the information necessary for shareholders toassess the Group's performance, business model and strategy. For further information contact: P M Sissons Company SecretaryAGA Rangemaster Group plcTelephone Number +44 (0)1926 455755