Annual Report and Accounts an

RNS Number : 6665K

Barr(A.G.) PLC

23 April 2010

 



For immediate release                                                                                                                   23 April 2010

A.G. BARR p.l.c. (the "Company")

Annual Report and Accounts and Notice of Annual General Meeting

Following the release on 22 March 2010 of the Company's financial results for the year ended 30 January 2010 (the "Final Results Announcement"), the Company announces it has published its annual report and accounts for the year ended 30 January 2010 (the "Annual Report and Accounts").

The Company has also communicated the notice convening its one hundred and sixth annual general meeting (the "AGM") to shareholders (the "Notice of AGM"). The AGM will be held at the offices of KPMG LLP, 191 West George Street, Glasgow G2 2LJ on Monday, 24 May 2010 at 9.30 a.m.

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

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

The Final Results 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 proxy form 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 at the AGM (the "New Articles").  Copies of the 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.

Appendices

Appendix A: Directors' responsibility statement

The following directors' responsibility statement is extracted from the Annual Report and Accounts (page 46):

Directors' statement pursuant to the Disclosure and Transparency Rules

Each of the directors, whose names and functions are set out on pages 36 and 37 of this report confirm that, to the best of their knowledge:

·     the financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and Company; and

·     the Business Review on pages 2 to 34 includes a fair review of the development and performance of the business and the position of the Group and Company, 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 20):

Principal Risks and Uncertainties

There is an ongoing process in place for identifying, evaluating and managing the significant risks faced by the Group, which has operated throughout the financial year.  This process involves quarterly assessment of the Group's risk register by the Audit Committee.  In line with best practice the register includes an assessment of the impact and likelihood of each risk together with the controls in place to manage the risk.

The Group's risk management framework is designed to support this process and is the responsibility of the Finance Director. The risk framework governs the management and control of both financial and non-financial risks.

Internal audit is undertaken by an independent firm of chartered accountants who develop an annual internal audit plan having reviewed the Group's risk register and following discussions with external Auditors, management and members of the Audit Committee.

During the period the Audit Committee has reviewed reports covering the work undertaken as part of the annual internal audit plan.  This has included assessment of the general control environment, identification of control weaknesses, quantification of any associated risk together with a review of the status of actions to mitigate these risks.

The Audit Committee has also received reports from management in relation to specific risk items together with reports from external Auditors, who consider controls only to the extent necessary to form an opinion as to the truth and fairness of the financial statements.

The system of internal control is designed to manage, rather than eliminate, the risk of failure to achieve business objectives and it must be recognised that it can only provide reasonable and not absolute assurance against material misstatement or loss.

The Group's activities also expose it to a variety of financial risks which include market risk (including foreign exchange risk, interest rate risk and commodity price risk), credit risk and liquidity risk.  Financial risks are reviewed and managed by the Treasury Committee whose remit and authority levels are set by the board.

The Treasury Committee's remit focuses on the unpredictability of financial markets and seeks to minimise potential related adverse effects on the Group's financial performance.

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 in, or change in the terms of, the Group's supply of packaging and raw materials

·     Failure in 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

Risks Relating to the Market

·     Changes in consumer preferences, perception or purchasing behaviour

·     Poor economic conditions and weather

·     Changes in regulatory requirements

·     Actions taken by customers

·     Actions taken by competitors

Appendix C: Related party transactions

The following related party transactions are extracted from the Annual Report and Accounts (page 93):

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 of goods and services			Purchases of goods and services
		2010	2009		2010	2009
		£000	£000		£000	£000
Rubicon Drinks Limited		4,503	695		2,518	2,518
Taut (U.K.) Limited		20	356		-	-
Findlays Limited		-	-		242	242
Barr Leasing Limited		-	-		215	215

The amounts disclosed in the table below are the amounts owed to and due from subsidiary companies that are trading subsidiaries.

The difference between the total of these balances and the amounts disclosed as Amounts due by subsidiary companies (note 16) and Amounts due to subsidiary companies (note 20) are balances due by dormant subsidiary companies.

		Amounts owed by related parties			Amounts due to related parties
		2010	2009		2010	2009
		£000	£000		£000	£000
Rubicon Drinks Limited		-	926		8,122	1,800
Taut (U.K.) Limited		1,090	668		-	-
Findlays Limited		-	-		1,282	965
Barr Leasing Limited		285	-		-	296

Included in the balance due to Rubicon Drinks Limited is a loan of £2,420,000 (2009: £1,800,000). The loan was made during the year to 31 January 2009. The interest charged on the loan is 1.5% above the Bank of England base rate.

Compensation of key management personnel

The remuneration of the executive directors and other members of key management (the management committee) during the year was as follows:

					2010	2009
					£000	£000
Salaries and short-term benefits					1,800	2,095
Pension and other costs					213	278
Share-based payments					24	955
					2,037	3,328

Retirement benefit plans

The Group's retirement benefit plans are administered by an independent third party service provider. During the year the service provider charged the Group £381,829 (2009: £505,249) for administration services in respect of the retirement benefit plans. At the year end £nil (2009: £nil) was outstanding to the service provider on behalf of the retirement benefit plans.

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