AGA.L Regulatory News (AGA)

21st March 2014 AGA RANGEMASTER GROUP PLC 2013 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 2013 (`2013 Annual Report & Accounts'); * Notice of Annual General Meeting (`AGM Notice'); * Form of Proxy. The Company's 2014 Annual General Meeting will be held at Mallory Court Hotel,Harbury Lane, Leamington Spa, Warwickshire CV33 9QB on Thursday 1st May 2014 at11.00a.m. 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 2013 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 2013 Full Year Results announcement of 7th March 2014 contained amanagement report as well as the audited financial statements which wereprepared in accordance with the applicable accounting standards. The 2013Annual Report & Accounts contains information regarding the Company's key risksand uncertainties, related party transactions and a responsibility statementrelating to the content of the 2013 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 2013 Annual Report & Accounts. Pagenumbers and cross-references in the following appendices refer to page numbersand cross-references in the 2013 Annual Report & Accounts. APPENDICES Appendix A: Key Risks and Uncertainties The key risks and uncertainties are set out on pages 20 and 21 of the 2013Annual Report & Accounts. The unedited full text relating to these disclosuresis set out below: Key risks and uncertainties The Group has a robust system of risk management designed to identify,evaluate, mitigate and manage the risks faced by the Group, including businessand wider social, environmental and ethical issues. The Group's internalcontrol and risk management policies and procedures are set out on page 36. The board regularly review the risks faced by the Group and consider thefollowing to represent the principal risks and uncertainties that may impact onthe Group's long-term performance and could cause actual results to differmaterially from the expected and historical results. As the Group seeks toexploit new opportunities the profile of these risks might change and newrisks, or risks that are currently deemed immaterial, may also impact ondelivery of the Group's performance. RISK MITIGATION COMPETITION/MARKET EROSION The Group operates in a number of • We have differentiated, highcompetitive markets. Our competitors quality products and actively investcould introduce upgraded products in new product development andand increase their marketing design to maintain our position.expenditure, both of which mightimpact our market share - such as • New products are extensivelyfrom entrants selling exclusively researched and market tested.online. Competition might alsogenerate downward pressure on • Constant monitoring of our marketpricing. A reduction in demand for position and competitor strategies.our products or a significantreduction in price could impact the • Value engineering programmesGroup's ability to deliver its assist with the maintenance andstrategy and business plans. enhancement of margin and pricing strategies. FINANCIAL COVENANTS AND FUNDING The Group has bank facilities in • Our bank facilities are sufficientplace to support its operations and for our needs and do not matureto provide guarantees to cover until the end of 2015.future contributions to the pensionscheme. • The Group keeps its bankers regularly informed of its progressA breach of banking covenants could against its strategy, business plansresult in additional financial and financial covenants.operating restrictions being placedon the business and could have wider • The Group focuses closely on cashimpact including that with the management.trustee of the pension schemes. FINANCIAL INSTRUMENTS The Group is exposed to foreign • The Group's treasury policy setsexchange and interest rate risks as the framework for hedging foreignit sells its products and sources exchange and interest rate risks.components worldwide. Significantmovements could impact on future • The Group offsets currency flowsprofitability and cash flow (for internally where possible and putsfurther details see note 19 to the in place foreign exchange contracts,accounts). where appropriate. GENERAL ECONOMIC CONDITIONS The Group's operations are sensitive • The Group reviews financialto global economic conditions forecasts and monitors economicparticularly the consumer and conditions (in particular housinghousing markets. Our exposure is market trends in the UK and the US)most notable in the UK. Whilst there to assess the impact on its budgetare signs of economic recovery, a and strategic plans.significant future downturn in theUK might impact production levels • The Group seeks to increaseand profitability. international sales and to reduce individual market dependency.Improved global economic conditions Internal processes are in place towould bring benefits given the monitor continually progress and theoperational gearing of the Group, availability of raw materials andbut might also result in an increase components.in raw material prices or restrictthe availability and quality ofcomponents. HEALTH, SAFETY AND ENVIRONMENTAL A health and safety incident could • We are committed to achieving theresult in serious injury to the highest standards. We conductGroup's employees, visitors to our regular audits to ensure compliancepremises or customers. Further, an with relevant laws and regulations.environmental incident could impacton the community in which we • Accreditation to ISO 9001:2008,operate. The environmental ISO 14001:2004 and BS OHSAS 18001:performance and reputation of our 2007 ensures a framework is in placeproducts may affect customer demand. with clear policies, procedures and audits. In 2013, we have established a health and safety executive committee of the board with a focus on these aspects of the business. • Our product development and value engineering programmes help ensure product performance is continuously improved, taking advantage of new and emerging technologies. INTELLECTUAL PROPERTY The Group owns several well known • Register trademarks, patents andbrands and other intellectual designs in existing and new marketsproperty. Failure to protect our and take legal action asrights in our existing and new appropriate.markets could lead to a reduction intheir value. • Actively monitor the market to identify and address breaches of our rights. LEGAL, REGULATORY AND LITIGATION The Group's operations are subject • We are committed to the highestto many different areas of standards and conduct regular auditsregulation. Greater government covering business processes andintervention and increased product behaviours to ensure compliance withregulation can impact our business relevant laws and regulations.operations but also presents newopportunities. Further, we may take • We enter into dialogue withlegal action against third parties regulators regarding any proposedto enforce our rights or face changes to product regulation with alitigation from third parties. This view to being compliant, which canmay result in reputational damage result in competitive advantages.and financial cost. The Group alsohas a long and complex history whichmight give rise to legacy issues. OVER RELIANCE ON ANY INDIVIDUALCUSTOMER OR SUPPLIER • The Group sells its productsThe Group's profitability could be through a wide range of channels andimpacted if any single customer markets which helps to minimisebecame business critical. Further, single customer dependence.the failure of a business criticalsupplier might also impact our • We closely monitor our supplyability to deliver products on a chain and employ a range oftimely basis. strategies to reduce reliance on individual suppliers and minimiseApproaches to distribution are the impact of potential supplierchanging, emanating from increased failures.consumer use of the internet, whichcould alter dealer and distributorstructures within the industry. PENSION SCHEME FUNDING The Group is the sponsor of a large • The Group works closely with theand mature defined benefit pension trustee of the pension scheme andscheme and can be called on to meet has in place a long-term funding andfunding deficits. A formal actuarial investment strategy agreement tovaluation of the scheme is manage closely assets andundertaken at least every three liabilities in relation to eachyears, and any such valuation may other.reveal an increased deficit that mayrequire the Group to provide • Following the triennial actuarialadditional cash contributions or valuation undertaken as at 31stguarantees. Actuarial valuations are December 2011 a new deficit recoveryheavily driven by prevailing gilt plan was agreed and in 2012 a £16.0yields which can be subject to million contribution from cash heldmarket distortions or affected by ongovernment action. This can lead towide fluctuations in the appraised deposit was made. Further deficitliabilities which could, as a contributions will not be made byconsequence, severely constrain the the Group until 2015.finances of the Group. • The defined benefit scheme isDeficit recovery plans need to be closed to new entrants andagreed with the trustee of the pensionable salaries were frozen inscheme who has to take the views and 2009/10. The level of currentpowers of The Pensions Regulator pension provision in the Group isinto account. kept under review. • Cash flows within the defined benefit scheme are closely monitored to link the requirements to pay pensions with cash generated from the assets held. • The Group also monitors market conditions and discusses with the trustee further steps to reduce the level of contingent dependency of the scheme on the Group. • 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. PEOPLE As the Group seeks to exploit new • The Group annually reviews itsopportunities both in the UK and succession and development plans foroverseas it will need to both key personnel and the board is keptrecruit new personnel and develop updated.existing people to meet newchallenges. Competition for quality •The Group HR director overseespersonnel remains high and a failure personnel strategy.to attract and retain the rightpeople might in time erode our • Remuneration packages includingcompetitive advantage. fixed, variable and long-term elements and compensationA failure to plan adequately for arrangements are regularlysuccession or to develop new talent benchmarked to ensure the Group'scould also damage the future remuneration policy remains in lineprospects of the Group. with market practice. Appendix B: Related Party Transactions The related party transactions are set out in note 28 to the Group accounts onpage 82 of the 2013 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 2013was £0.1m (2012: £0.1m) and this was included in the amount outstanding at theyear end of £0.1m (2012: £nil). Key management's compensation The compensation of the key management team, including executive andnon-executive directors, at the balance sheet date is set out below: 2013 2012 £m £m Salaries and short-term benefits 1.6 1.7Post employment benefits 0.1 0.1Share based payments 0.1 0.1_______________________________________________________Total emoluments to key management 1.8 1.9_______________________________________________________ Appendix C: Responsibility Statement The 2013 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 30 of the 2013 Annual Report & Accounts for theGroup. This statement is set out in unedited full text below. This states thaton 7th March 2014, the date of approval of the 2013 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. For further information contact: P M SissonsCompany SecretaryAGA Rangemaster Group plcTelephone Number +44 (0)1926 455755