25 Mar 2011 16:28
25th March 2011
AGA Rangemaster Group plc - 2010 Annual Report & Accounts
AGA Rangemaster Group plc (the `Company') announces that it has today published its Annual Report & Accounts for the year ended 31st December 2010 and associated documents.
The following documents have been submitted today to the UK Listing Authority for publication through the National Storage Mechanism and will become available for inspection at www.Hemscott.com/nsm.do :
* Annual Report & Accounts for the year ended 31st December 2010 (`2010 Annual Report & Accounts'); * The Notice of Annual General Meeting (`AGM Notice'); * The Form of Proxy.
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 2010 Annual Report & Accounts and the AGM Notice are set out below and these documents are available on the Company's website at
http://www.agarangemaster.com/979.htm
2010 Annual Report & Accounts:www.agarangemaster.com/ImagesNews/Image_News_2010_Annual_Report.pdf.pdfAGM Notice:www.agarangemaster.com/ImagesNews/Image_News_2010_Notice.pdf.pdf
IMPORTANT: EXPLANATORY NOTE AND WARNING
The primary purpose of this announcement is to inform the market about the publication of the Company's 2010 Annual Report & Accounts and associated documents.
The information below, which is extracted from the 2010 Annual Report &Accounts, 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 2010Full Year Results Announcement issued on 11th March 2011. 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 2010 Annual Report & Accounts. Pagenumbers and cross-references in the extracted information below refer to pagenumbers and cross-references in the 2010 Annual Report & Accounts.
Responsibility Statement
The 2010 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 26 of the 2010 Annual Report & Accounts for theGroup. This statement is set out in unedited full text below. This states thaton 11th March 2011, the date of approval of the 2010 Annual Report & Accounts:
Each of the directors (whose names and functions are referred to on pages 20 and 21 of the 2010 Annual Report & 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 chairman's statement and chief executive's business review, which are
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 10 and 12 to 13 of the 2010 Annual Report & Accounts. The unedited full text relating to these disclosures is set out below:
The board regularly reviews the risks faced by the Group, including social,environmental and ethical issues. The directors consider the major risks todelivering the Group's strategy are those set out on pages 12 to 13. The boardrecognises the profile of the risks changes constantly and additional risks notpresently known, or that are deemed immaterial, may also impact delivery of theGroup's strategy. Details of our systems of internal control and riskmanagement are set out on pages 30 to 32 of the corporate governance report andthis describes the processes through which risks are assessed, managed andmitigated.RISK POTENTIAL IMPACT STRATEGY TO MITIGATE ____________________________________________________________________________
Competition - Market share could be •Introduce new products that are lost to competitors well researched and market tested. Competitors without continuing
introduce upgraded product innovation • Investment in new product products and add to and strong marketing development and design
marketing support. capabilities. programmes. Reduced demand for • Monitor our market position and Downward pressure our products and competitor strategies. on pricing if negative operational sector accepts gearing if we were to • Constant value engineering lower margins. become less price programmes to be price competitive. competitive.
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Customer/supplier Loss of critical • Sales teams meet regularly with relationships - suppliers/ customers senior management of key customers. could have a material Some key impact on individual • Regular monitoring of customer relationships are company volumes. service. central to trading performance. Interruption to • The supply chain team holds supply can stop regular review meetings with production and impact suppliers. profitability. • Where possible we maintain multiple supply sources. • Group seeks to avoid one sales account or supplier being material to overall performance.
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Dividend policy- Low dividend levels • The Group maintains a medium-term restrict the dividend cover policy of it being Weak markets and investment case. covered 2.5 times out of fully pension scheme taxed earnings. volatility could impact the Group's ability to be progressive with dividend payments.
____________________________________________________________________________ Economic conditions A lack of consumer • The Group monitors economic
-The economic confidence may reduce conditions in particular housing environment may Group sales, market trends in the UK and US. impact consumer primarily of consumer spending plans. appliances and • The Group seeks to diversify household products sales away from the UK to reduce
The global economic impacting production individual market dependency.
recovery could levels and increase raw profitability. • Internal processes continually material prices monitor prices and the availabilityfurther. Reduced of raw materials. profitability, availability and • Use of the Asian Sourcing Office. quality of components.
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Environment - Failure to manage our • We invest to improve Manufacturing our environmental impacts environmental performance.
product impacts the could damage our
environment. brand, lead to • We have environmental impact government/ targets as part of our ISO 14001: Energy to run our regulatory actions 2004 and Environmental Management products is resulting in fines or System programmes. excessive. enforcement notices. • We undertake to be a responsible manufacturer and ensure compliance with all new production regulations. • We treat effective energy management in the home as a priority. • The results are monitored at board level.
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Financial - Significant movements • The Group offsets currency flows can impact both within the Group wherever possible.Foreign exchange profitability and
and interest rates cash flow of the • Forward foreign exchange as we manufacture Group. contracts are entered into where and sell across the necessary. world. Underperformance could lead to • Treasury policy sets framework
The Group uses bank breaches in bank for hedging currency and interest
facilities that covenants, a lack of rate risks. require renewal finance availability from time to time. and increased costs. • Covenants are maintained against forecasts. See note 19 to the accounts for • Consistent dialogue held with further details. banking group.
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Intellectual Others may imitate • Monitor the market to identify property-Failure to our products breaches of our proprietary rights.identify the breaching our violation of our patents, trademarks • Take legal action wherever rights could lead and copyrights appropriate.
to unfair damaging our brands competition. and profitability. Legal and The Group could be • The Group is committed to good regulatory- held liable with both practice and risk compliance. a reputational and a
The Group fails to financial cost.
comply with regulations in the markets in which it operates.
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Manufacturing- Disruption to • Disaster recovery plans are in manufacturing for a place at all operations. External events, sustained period can
fires or workforce impact profits. • Manufacturing technology is action could shared so that best practice
levels
disrupt production. Product lines age or are maintained.
become obsolete or Manufacturing uneconomic. • Maintain regular communication techniques and with workforce/unions. processes can become outdated. • Investment in new technologies and equipment is prioritised. • Ensure business operating standards are high as seen in ISO 9001:2008 and ISO 14001:2004 accreditations.
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Pensions- The finances of the • The Group and the trustee have Group could be agreed a long-term funding The funding significantly structure and manage closely both requirement of the constrained by assets and liabilities. Group's pension required pensions scheme could contributions. increase significantly.
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People - Failure to meet the • We are committed to the highest appropriate standards standards and conduct regular
Health and safety. can have a audits as seen in our BS OHSAS significant impact on 18001:2007 accreditation. Failure to attract, our people, damage retain and motivate the brand and lead to • Health and safety is a key agendaemployees. significant financial item at operational and board and operational meetings. costs. • Incentive and remuneration Loss of key people packages are designed to attract, could damage the retain and motivate key staff. future prospects of the Group. • Succession planning is in place and reviewed regularly by the board. Related Party TransactionsThe related party transactions are set out in note 28 to the Group accounts onpage 78 of the 2010 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 2010was £0.1m (2009: £0.2m). The amount outstanding at the year end was £nil (2009:£nil).The Group paid £33,333 to Rise Rocks Limited, a company wholly owned by PeterTom, a non-executive director until 31st October 2010. For further details seethe remuneration report on page 38.
Key management's compensation
The compensation of the key management team, including the executive directors, at the balance sheet date is set out below:
2010 2009 £m £mSalaries and short-term benefits 2.0 1.8Post employment benefits 0.1 0.1Share based payments 0.1 0.1Termination benefits - 0.2
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Total emoluments to key management 2.2 2.2
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For further information contact:
P M SissonsCompany SecretaryAGA Rangemaster Group plcTelephone Number +44 (0)1926 455755
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