28 Jul 2011 09:14
Consort Medical plc
28 July 2011
Posting of Annual Report and AGM Notice
Consort Medical plc announces that it has published its Annual Report and Accounts 2011 and Notice of 2011 Annual General Meeting and that its Annual General Meeting will be held at 2.00 p.m on Thursday 1 September 2011 at its Registered Office, Breakspear Park, Breakspear Way, Hemel Hempstead, Hertfordshire HP2 4TZ.
Copies of the following documents will shortly be available to view on the Company's website at www.consortmedical.com
·; the Annual Report and Accounts 2011; and
·; the Notice of 2011 Annual General Meeting.
In accordance with Listing Rule 9.6.1, a copy of each of these documents has been uploaded to the National Storage Mechanism and will be available for viewing shortly at www.hemscott.com/nsm.do
Hard copies have also been sent to those shareholders who have elected to continue to receive paper communications.
The unaudited Preliminary Results for the year ended 30 April 2011 were announced on 16 June 2011.
The information contained in Appendix 1 (Principal Risks and Uncertainties) and Appendix 2 (Statement of Directors' Responsibilities), which is extracted from the Annual Report and Accounts, is also included in the announcement for the sole purpose of complying with Rule 6.3.5 of the Disclosure and Transparency Rules of the UK Financial Services Authority. Page numbers and cross-references in the extracted information refer to page numbers and cross-references in the Annual Report and Accounts.
John Slater
Company Secretary
01442 867920
Appendix 1
Principal risks and uncertainties
The Group has identified the following factors as principal risks to the successful operation of the business and has identified the steps it takes to manage those risks:
Reliance upon key customers
The Bespak division has a degree of reliance on a small number of key customers but continues to take steps to diversify its customer base. There are significant barriers to entry in terms of high-volume manufacture in a regulated environment and also in bespoke company intellectual property and know-how. Customers are unable to quickly transfer business between suppliers and are often committed by long-term contracts. Good progress continues to be made in entering new markets for Bespak which is expected to expand the customer base over time.
Increasing cost pressures and commoditisation of markets
The Group has experienced no significant evidence of commoditisation of its core products. Their specialist use, regulatory restrictions and, often, extensive intellectual property, has tended to prevent new entrants to the market. Nevertheless, cost pressure is increasing in both divisions. In Bespak this is addressed by the introduction of new products at the beginning of their lifecycle and supported by strong intellectual property. The division also intends to move further up the value chain, offering services such as drug handling and final packaging. The King Systems division is addressing cost pressures by implementation of a manufacturing transformation programme to add unit cost efficiency and through the introduction of higher value products such as the King Vision video laryngoscope.
Supply chain delay or interruption
The Group works in partnership with key suppliers to manage the risks of delay or interruptions to supply. Commercial risk registers identify key elements of the supply chain and put in place mitigating actions, including additional capacity and strategic stocks, to minimise the risk of delay or interruption in supply. The Group has a continuity plan in the event of disruption and generally has terms in supplier contracts to ensure continuity of supply. Some products are dual sourced.
Delay to the transformation programme
The transformation programme at King Systems involves significant change for the organisation and the efficient commissioning of new manufacturing technologies. The Executive Committee reviews progress regularly and the Director of Group Operations has a key role in ensuring that deadlines are met. The programme has been subject to regular scrutiny and risk assessment. A programme of inventory building along with parallel running of processes helps to reduce risk.
Maintenance and improvement of product quality
The Group operates in highly regulated markets with strict manufacturing and product quality requirements and expectations. Any deterioration in the quality of the Group's products or manufacturing processes could lead to a reduction in revenues or fines imposed by the regulatory authorities. The Group mitigates this risk through the implementation of rigorous quality assurance processes, training of its workforce and ongoing liaison with its customers, suppliers and regulatory bodies.
Misallocation of capital
The Group is in a strong financial position which could be jeopardised by a poor use of capital for Mergers & Acquisitions (M&A) or investment. The Board reviews and approves all material investments by the Group, which are all subject to extensive risk assessment. Major capital programmes are, where possible, underwritten by customer contracts. The M&A risk is managed by the management team who have extensive experience in M&A and who make where appropriate full use of advisors during any due diligence process.
Regulatory risk
The operations of the Group are subject to various regulatory requirements which confer a degree of protection as well as an element of risk, in particular to delivering growth. A strong compliance regime is in force and regular reviews and audits take place, not only by regulatory authorities such as the FDA, but also by customers. The Bespak Division is ISO13485 accredited. The Group considers its long history of operating within a strong regulatory environment as a core competence and has dedicated teams to ensure compliance.
Development risk
The Group is developing a range of products at any time, including novel devices for customers, new anaesthesia products, new valves, autoinjectors and an integrated dose counter, any of which may fail in clinical trials. The Group follows rigorous processes and where possible is developing the technology as a platform for multiple programmes to reduce the exposure to any individual trial. Development and industrialisation of medical devices is regarded as a core competence of the Group. Delay is the more likely outcome of a programme rather than outright failure.
Employee retention
The unexpected departure of key employees could put at risk the business operations. The Group's employment policies and remuneration and benefits packages are designed to attract and retain staff. There is also investment in training and development of staff to this end.
Pension risk
Among the Group's pension schemes is a defined benefit scheme. The liability of the Company under this scheme is subject to risks associated with the value of investments and returns derived from the investments and also from increases in life expectancy. The Company works closely with the trustees of the defined benefit scheme to manage the volatility of liabilities and to spread risk from investments. It also makes regular payments into the scheme to reduce the pension deficit.
Business continuity
The Group has a programme of commercial insurance covering key risks such as product liability, product recall and business interruption. The Group has business continuity plans in place.
Appendix 2
Statement of Directors' Responsibilities
The directors are responsible for preparing the Annual Report, the Remuneration Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the Group and parent Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to:
·; select suitable accounting policies and then apply them consistently;
·; make judgements and accounting estimates that are reasonable and prudent;
·; state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements; and
·; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Each of the directors, whose names and functions are listed on pages 22 and 23 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 Directors' Report and divisional Operating Reviews found on pages 12 to 17 include a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.