Annual Report & Accounts & No

RNS Number : 0717R

Barr(A.G.) PLC

24 April 2009

 



For immediate release                                                                                                    24 April 2009

A.G.BARR p.l.c. (the 'Company')

Annual Report and Accounts and Notice of Annual General Meeting

Following the release on 30 March 2009 of the Company's preliminary results for the year ended 31 January 2009 (the 'Preliminary Announcement'), the Company announces it has published its annual report and accounts for the year ended 31 January 2009 (the 'Annual Report and Accounts').

A copy of the Annual Report and Accounts is available to view on the Company's website: www.agbarr.co.uk

The Company has also sent a notice convening its one hundred and fifth annual general meeting (the 'AGM') to shareholders (the 'Notice of AGM'). The AGM will be held at The Dalmore Room (room 11, level 3), Hilton Glasgow Hotel, 1 William Street, Glasgow G3 8HT on Tuesday 26 May 2009 at 11 a.m.

In accordance with Disclosure and Transparency Rule 6.3.5(2)(b) additional information is set out in the appendices to this announcement.

The Preliminary Announcement included a set of condensed financial statements and a fair view of the development and performance of the business and the position of the Company.

Pursuant to Listing Rule 9.6.1, two copies of each of the Annual Report and Accounts, the Notice of AGM and the form of proxy in relation to the AGM are being submitted to the UK Listing Authority ('UKLA'). These documents will shortly be available for inspection at the Document Viewing Facility of the UKLA which is situated at:

Financial Services Authority

25 The North Colonnade

Canary Warf

London

E14 5HS

The Notice of AGM includes a resolution to adopt new articles of association with immediate effect (the 'New Articles') and a further resolution to adopt new articles of association which take effect from 12.01 a.m. on 1 October 2009 (the 'Updated New Articles'). Copies of the New Articles and the Updated New Articles will shortly be forwarded to the UKLA.  

The material changes to the current articles of association which would be made by the New Articles are explained in the Notice of AGM.  The Notice of AGM also includes an explanation of the material changes which would be made to the New Articles by the Updated New Articles.

Appendices

Appendix A: Directors' responsibility statement

The following directors' responsibility statement is extracted from the Annual Report and Accounts (page 40):

Directors' statement pursuant to Disclosure and Transparency Rule 4.1.12

Each of the directors confirm, to the best of their knowledge:

• That the consolidated Financial Statements, which have been prepared in accordance with IFRS as adopted by the EU, 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 as a whole; and

• That the Business Review on pages 29 to 33 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 that they face.

Appendix B: A description of the principal risks and uncertainties that the Company faces

The following description of the principal risks and uncertainties that the Company faces is extracted from the Annual Report and Accounts (page 24):

Principal Risks and Uncertainties 

Financial Risks

The group's activities expose it to a variety of financial risks: market risk (including foreign exchange, interest rate and commodity price risks), credit risk and liquidity risk. The group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the group's financial performance. 

Risk management is carried out by the Finance department under policies approved by the board of directors. The Finance department identifies, evaluates and manages financial risks in close co-operation with the group's operating units. The board provides guidance on overall risk management. More details can be found within the Accounting Policies section of the accounts. 

In addition to financial risks the group's results could be materially affected by:

Risks Relating to the Group

• A decline in the sales of certain key brands.

• Adverse publicity in relation to the group or its brands.

• Consolidation or reduction of the customer base.

• Failure or unavailability of the group's operational infrastructure.

• Interruption to the group's supply of packaging and raw materials.

• Failure to maintain appropriate 'incident management' readiness.

• Deterioration of internal financial controls.

• Failure of critical IT systems.

• Inability to protect the intellectual property rights associated with current and future brands.

• Litigation or changes in legislation including changes in accounting principles and standards.

• Failure to recruit/retain key employees.

• Significant increase in the group's funding requirement in respect of its pension schemes.

Risks Relating to the Market

• Changes in consumer preferences, perception or purchasing behaviour.

• Poor economic conditions and weather.

• Changes in regulatory requirements.

• Failure to maintain appropriate relationships with major customers.

• Actions taken by competitors.

Appendix C: Related party transactions

The following related party transactions are extracted from the Annual Report and Accounts (page 79):

Related party transactions

Transactions between the company and its subsidiaries, which are related parties of the company, have been eliminated on consolidation.

Details of transactions between the company and related parties are as follows:

		Sales and goods of services			Purchases of goods and services
		2009	2008		2009	2008
		£000	£000		£000	£000
Rubicon Drinks Limited		695	-		2,518	-
Taut (U.K.) Limited		356	-		-	-
Findlays Limited		-	-		242	1,004
Barr Leasing Limited		-	-		215	87

		Amounts owed by related parties			Amounts due to related parties
		2009	2008		2009	2008
		£000	£000		£000	£000
Rubicon Drinks Limited		926	-		1,800	-
Taut (U.K.) Limited		668	-		-	-
Findlays Limited		-	-		965	658
Barr Leasing Limited		-	-		296	169

The balance due to Rubicon Drinks Limited is a loan of £1,800,000. The loan was made during the year and no repayments have been made in respect of the balance during the year. The interest charged on the loan is 1.5% above the Bank of England base rate.

END.

 

END

 

 

FR ILFESSVIVFIA