Last checked at 11 Jun 2014 11:48
Braemar Shipping Services plc (the "Company" or the "Group")
Annual Report and Notice of AGM
The Company notifies that it has published its Annual Report and Accounts for the year ended 28 February 2014 ("Annual Report"), together with the Notice of Annual General Meeting ("AGM") (together the "Documents"). The AGM will be held at the offices of Buchanan Communications, 107 Cheapside, London EC2V 6DN at 11am on Friday 4 July 2014.
Copies of the Documents have been posted to shareholders, who have requested hard copies, and will be available on the Company's website www.braemarplc.com. Copies of the Documents have also been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM.
The Company announced its preliminary results for the year ended 28 February 2014 on 20 May 2014. The preliminary results announcement included a condensed set of financial statements and extracts from the management report. That information, together with the Appendix to this announcement, which contains additional information which has been extracted from the Annual Report, constitutes the material required for the purposes of compliance with the Disclosure and Transparency Rules and should be read together with the preliminary results announcement, which can be downloaded from the Company's website at www.braemarplc.com.
This announcement should be read in conjunction with and is not a substitute for reading the full Annual Report. Page and note references in the appendix below refer to page numbers and notes in the Annual Report.
11 June 2014
For further information, contact:
Braemar Shipping Services plc James Kidwell (Chief Executive Officer) Martin Beer (Finance Director and Company Secretary)
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Tel +44 (0) 20 7535 2881 Tel +44 (0) 20 7903 2654 |
Appendix
The following statement is an extract from the Notes to the Accounts and may be found in full on page 54 of the Annual Report:
Certain statements in this annual report are forward-looking. Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. We undertake no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
Principal risks and uncertainties
The principal risks and uncertainties are set out on pages 16 and 17 of the Annual Report. The full and unedited text relating to these disclosures is set out below:
Staff retention
Description: The ability to retain the most important and high quality staff in the business.
Implication: If the best staff leave, they may take "their" business with them resulting in a loss to the Group.
Control/mitigating actions: Market competitive remuneration packages (including equity in the plc company), staff contractual terms, focus on staff development and team motivation.
Succession/key person reliance
Description: Reliance on key people in some businesses.
Implication: Business value and earnings could be lost if key people leave.
Control/mitigating actions: Ongoing focus across all businesses as to who successors are to key personnel.
Cost structure
Description: Cost structure, in terms of both overheads and staff costs may not flex sufficiently with changing market circumstances.
Implication: Despite management action to reduce costs to minimum levels, extended poor market conditions can mean lower profits, staff bonuses and dividends to shareholders.
Control/mitigating actions: There is a focus on overheads in the businesses to ensure they are appropriate. Management take strategic decisions to fund during weak markets or exit/seek to consolidate.
Claims from errors and omissions
Description: All businesses deal with high-value client assets so any error could result in a loss and potentially lead to a claim.
Implication: Potential financial loss from the specific error or omission that could lead to legal action and/or loss of reputation.
Control/mitigating actions: Contractual terms and conditions; review of non-standard contracts; insurance cover; staff training; appropriate corporate structure.
Reputational risk
Description: Damage to the Braemar brand.
Implication: If the Braemar brand is damaged it may result in loss of business.
Control/mitigating actions: Generally, no part of the Group is so significant that senior management are unaware of actions of their staff. In addition, management carry out site visits and Internal Audit reviews take place.
Downturn in market conditions
Description: All our businesses are subject to global forces, in particular the impact of China. Implication: A downturn in the world economy may result in lower activity and rates. Control/mitigating actions: A combination of the Group's strategy of diversification and being a market leader to protect market share.
Competition
Description: There is always the risk from increased competition across all our businesses.
Implication: All divisions fight to attract and retain the best talent. Failure to win in this battle will lead to the loss of people and earnings.
Control/mitigating actions: Continuing to provide a quality service and quality working environment.
Currency exposure
Description: A considerable amount of our income is earned from US$ denominated transactions, while most of our costs are not US$ denominated.
Implication: The Group is still exposed to US$ fluctuation which can be positive or negative.
Control/mitigating actions: FX movements are monitored and short-term hedging is in place over a twelvemonth period.
IT infrastructure
Description: IT and communications are central to our ability to do business. Without efficient systems, the effectiveness of our staff may be impaired.
Implication: Poor IT systems result in the risk of losing information and if unable to provide an efficient service to our clients, could ultimately result in loss of business, potentially permanently.
Control/mitigating actions: IT backup and remote access; office and IT security. Experienced, competent IT staff.
Cash management
Description: In some areas of the business, the time taken to invoice clients for chargeable time can be slow. Debt collection: there is an exposure across the Group to recoverability of debtors.
Implication: The slow recovery of debts results in lower liquidity and potentially less flexibility to meet new challenges.
Control/mitigating actions: Ongoing debtor monitoring occurs across the Group and where necessary senior management intervene to assist in recovery of debtors.
A review of risks affecting all areas of the Group is prepared for consideration annually by the Audit Committee and appropriate actions are taken to address the risks identified. This information is aggregated and considered from the point of view of its impact on our business model and strategy, and the resources required to make them work.
The Board monitors these risks continuously and considers its appetite and tolerance for them in the light of their potential impact, positive or negative, on the Group.
Directors' responsibility statement
The following statement is an extract from the Report of the Directors contained on page 47 of the Annual Report, and is repeated here solely for the purpose of complying with Disclosure and Transparency Rule 6.3.5. Responsibility is for the full Annual Report not the extracted information presented in this announcement and the Final Results announcement:
Each of the Directors, whose names and functions are listed on page 26 confirm that, to the best of their knowledge:
• the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group and the Company; and
• the Chief Executive's review and the Financial review include a fair review of the development and performance of the business and the position of the Group and the Company, together with a description of the principal risks and uncertainties that it faces.