9 Jan 2019 11:46
9 January 2019
Stock Spirits Group PLC
Annual Financial Report for the nine period ended 30 September 2018 and
Notice of Annual General Meeting
Stock Spirits Group PLC (the "Company") today published its Annual Report and Accounts for the nine month period ended 30 September 2018 (the "2018 Annual Report") and the Notice of the Annual General Meeting being held on 14 February 2019. Both documents will shortly be available on the Company's website at www.stockspirits.com.
The Company will hold its Annual General Meeting at 10.00am on Thursday, 14 February 2019 at Numis Securities Limited, The London Stock Exchange Building, Paternoster Square, London, EC4M 7LT. Copies of the 2018 Annual Report and the Notice of the 2019 Annual General Meeting were posted to shareholders today and, in accordance with Listing Rule 9.6.1, have also been submitted to the National Storage Mechanism, where they will shortly be available for viewing on http://www.morningstar.co.uk/uk/NSM.
The Company published its preliminary results for the nine month period ended 30 September 2018 on 5 December 2018 under RNS Number 4529J (the "Preliminary Results Announcement"). Today's announcement together with the Preliminary Results Announcement contains the information required to comply with Disclosure and Transparency Rule 6.3.5 (please see appendix). This announcement is not a substitute for reading the 2018 Annual Report or the Notice of the Annual General Meeting in full.
For further information:
Stock Spirits Group: Paul Bal, Chief Financial Officer
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| +44 (0) 1628 648 500 |
Powerscourt: Rob Greening Lisa Kavanagh
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| +44 (0) 207 250 1446 stockspirits@powerscourt-group.com |
Investors can also address any query to investorqueries@stockspirits.com. | ||
Appendix
The information below, which is extracted from the 2018 Annual Report, is included solely for the purpose of complying with Disclosure and Transparency Rule 6.3.5 and the requirements it imposes on the publication of annual financial reports. It should be read in conjunction with the Preliminary Results Announcement. Together these constitute the material required by Disclosure and Transparency Rule 6.3.5 to be communicated in unedited full text through a Regulatory Information Service. This material is not a substitute for reading the full 2018 Annual Report.
Page and note references in the extracted information below relate to pages and notes in the 2018 Annual Report.
Related party transactions
Note 31 below provides details of the Group's structure including information about the subsidiaries of Stock Spirits Group PLC.
In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form. There were no transactions with related parties in the period to 31 December 2017 or 30 September 2018, with the exception of intercompany transactions and compensation of key management personnel.
Compensation of key management personnel
The Group's Directors as shown on page 56 and the senior management team are deemed to be key management personnel. It is the Board and senior management team which have responsibility for planning, directing and controlling the activities of the Group. Total compensation to key management personnel was included in general and administrative and other operational expenses in the consolidated income statement.
| 9 months to 30 September 2018 | 2017 |
| €000 | €000 |
Short-term employee benefits | 5,294 | 5,342 |
Social security costs | 330 | 443 |
Post-employment benefits | 209 | 306 |
Share-based compensation (note 34) | 632 | 1,845 |
Termination benefits | - | 730 |
| 6,465 | 8,666 |
There were no material transactions or balances between the Group and its key management personnel or members of their close family. At the end of the period, key management personnel did not owe the Group any amounts.
As at 30 September 2018, no Directors (2017: nil) had any retirement benefits accrued under either money purchase schemes or under defined benefit schemes.
In 2018 no Director (2017: 1) made gains on the exercise of share options.
Other disclosures on Directors' remuneration required by the Companies Act 2006 and those specified for audit by the Directors' Remuneration Report Regulations 2002 are included in the Directors' Remuneration Report.
The following table provides the total amount of transactions that have been entered into with Quintessential Brands Ireland Whiskey Limited and its related entities for the period to 30 September 2018. There were no such transactions in 2017.
| Sales of goods/ services | Purchases of goods/services | Amounts owed by related parties | Amounts owed to related parties |
Subsidiaries: | €000 | €000 | €000 | €000 |
Stock Plzen-Bozkov s.r.o. | - | 31 | - | 31 |
Stock S.r.l. | 4 | 8 | - | 5 |
Stock d.o.o. | 5 | 67 | 5 | 15 |
Stock Slovensko s.r.o. | 5 | 32 | 5 | - |
| 14 | 138 | 10 | 51 |
Consolidated statement of changes in equity for the period ended 30 September 2018
| Issued capital | Share premium | Merger reserve | Consolidation reserve | Own share reserve | Other reserve | Foreign currency translation reserve | Retained earnings | Total equity | ||
| €000 | €000 | €000 | €000 | €000 | €000 | €000 | €000 | €000 | ||
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Balance at 1 January 2017 | 23,625 | 183,541 | 99,033 | 5,130 | (356) | 9,335 | 7,519 | 20,752 | 348,579 | ||
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Profit for the period | - | - | - | - | - | - | - | 11,329 | 11,329 | ||
Other comprehensive income/(expense) | - | - | - | - | - | - | 8,310 | (5) | 8,305 | ||
Total comprehensive income | - | - | - | - | - | - | 8,310 | 11,324 | 19,634 | ||
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Share based compensation charge (note 34) | - | - | - | - | - | 1,942 | - | - | 1,942 | ||
Dividends (note 29) | - | - | - | - | - | - | - | (15,730) | (15,730) | ||
Own shares acquired for incentive schemes (note 28) | - | - | - | - | (116) | - | - | - | (116) | ||
Own shares utilised for incentive schemes (note 28) | - | - | - | - | 166 | - | - | (166) | - | ||
Balance at 31 December 2017 | 23,625 | 183,541 | 99,033 | 5,130 | (306) | 11,277 | 15,829 | 16,180 | 354,309 | ||
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Profit for the period | - | - | - | - | - | - | - | 19,283 | 19,283 | ||
Other comprehensive (expense)/income | - | - | - | - | - | - | (1,914) | 4 | (1,910) | ||
Total comprehensive (expense)/income | - | - | - | - | - | - | (1,914) | 19,287 | 17,373 | ||
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Share based compensation charge (note 34) | - | - | - | - | - | 129 | - | - | 129 | ||
Dividends (note 29) | - | - | - | - | - | - | - | (16,398) | (16,398) | ||
Own shares acquired for incentive schemes (note 28) | - | - | - | - | (3,532) | - | - | - | (3,532) | ||
Own shares utilised for incentive schemes (note 28) | - | - | - | - | 468 | - | - | (468) | - | ||
Cancellation of share premium (note 28) | - | (183,541) | - | - | - | - | - | 183,541 | - | ||
Balance at 30 September 2018 | 23,625 | - | 99,033 | 5,130 | (3,370) | 11,406 | 13,915 | 202,142 | 351,881 |
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Statement of Directors' responsibilities
The Directors are responsible for preparing the Annual Report and the Group and Parent Company financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Under that law, they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and applicable law, and have elected to prepare the Parent Company financial statements on the same basis.
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 Parent Company, and of their profit or loss for that period. In preparing each of the Group and Parent Company financial statements, the Directors are required to:
• Select suitable accounting policies, and then apply them consistently
• Make judgements and estimates that are reasonable, relevant and reliable
• State whether they have been prepared in accordance with IFRSs as adopted by the EU
• Assess the Group and Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
• Use the going concern basis of accounting unless they either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions, and disclose with reasonable accuracy at any time the financial position of the Parent Company, and enable them to ensure its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group, and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Report that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the Annual Report & Accounts (ARA)
We confirm that, to the best of our knowledge:
• The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company, and the undertakings included in the consolidation taken as a whole and
• The Strategic Report and Directors' Report include a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
We consider the ARA, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.
By order of the Board.
Mirek Stachowicz Paul Bal
Chief Executive Officer Chief Financial Officer
5 December 2018 5 December 2018