Annual Report and Notice of AGM

RNS Number : 2627W

Harworth Group PLC

16 April 2019

 

16 April 2019                                                                                                    LEI: 213800R8JSSGK2KPFG21

Harworth Group plc

Annual Report 2018 and Notice of 2019 Annual General Meeting

Harworth Group plc ("Harworth" or the "Company") announces that it has today published its Annual Report and Financial Statements for the year ended 31 December 2018 (the "Annual Report 2018") and Notice of 2019 Annual General Meeting.  The 2019 Annual General Meeting will be held on Tuesday 21 May 2019 at 2.00p.m. at The Bessemer Conference Room, AMP Technology Centre, Advanced Manufacturing Park, Brunel Way, Waverley, Rotherham S60 5WG.

The following documents have been posted or made available to shareholders today:

1.         Annual Report 2018;

2.         Notice of 2019 Annual General Meeting; and

3.         Form of proxy for the 2019 Annual General Meeting.

A copy of each of the above mentioned documents has been submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.

Both the Annual Report 2018 and the Notice of 2019 Annual General Meeting can be viewed at, and downloaded from, the Company's website at www.harworthgroup.com/investor.

Reference is made to the Company's preliminary results announcement published on 5 March 2019 (RNS number 8071R).  In addition to the information in that announcement, in accordance with Rule 6.3.5(2)(b) of the Disclosure and Transparency Rules, the Company also sets out below the following extracts from the Annual Report 2018 in full text:-

Statement of Directors' responsibilities

Principal risks and uncertainties

Statement of Directors' responsibilities in respect of the financial statements

The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors have prepared both the Group and the Company Financial Statements in accordance with International Financial Reporting Standards ("IFRS") 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 Company and of the profit or loss of the Group and of the Company for that period.

In preparing the 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 and Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the Financial Statements and the Directors' Remuneration Report comply with Companies Act 2006 and Article 4 of the IAS Regulation. They are responsible for such internal controls as they determine are necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error.

The Directors are also responsible for safeguarding the assets of 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 www.harworthgroup.com. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' confirmations

Each of the Directors who were in office during the year ended 31 December 2018 and up to the date of the Annual Report 2018 considers that the Annual Report 2018, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Group's and Company's position and performance, business model and strategy.

Each of the Directors who were in office during the year ended 31 December 2018 and up to the date of the Annual Report 2018 confirms, to the best of their knowledge, that:

·    the Group and Company Financial Statements, which have been prepared in accordance with applicable IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and

·    the Directors' Report includes 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 they face.

Each of the Directors who were in office during the year ended 31 December 2018 and up to the date of the Annual Report 2018 also confirms that:

·    so far as the Director is aware, there is no relevant audit information of which the Group's and Company's auditors are unaware; and

·    the Director has taken all the steps that he/she ought to have taken as a Director in order to make himself/herself aware of any relevant audit information and to establish that the Group's and Company's auditors are aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 Companies Act 2006.

The Directors' Report, prepared in accordance with the requirements of Companies Act 2006, the FCA's Listing and Disclosure and Transparency Rules and the UK Corporate Governance Code, was approved by the Board and signed on its behalf by:

Chris Birch

Group General Counsel and Company Secretary

16 April 2019

Principal risks and uncertainties
 

The tables below set out the Group's principal risks and uncertainties, reflecting the latest detailed review of the Group Risk Register referred to on page 34 and 35 of the Annual Report 2018.  Each risk category has a current risk profile, reflecting residual risk after accounting for mitigation measures already in place. Some of those measures are listed, together with (where applicable) any further measures we have identified for implementation over the next 12 months.  We also indicate whether we expect the profile of each risk category to increase, decrease or remain unchanged over the next 12 months.

Risk category: Markets	Determined by exposure to largely external factors
Commentary: A downturn in one or more of the property markets in which we operate, being the residential, logistics and manufacturing property sectors in the North of England and the Midlands, could: limit value gains across our portfolio or, in extreme cases, cause parts of our portfolio to drop in value; restrict the number of planned sales we make; and/or result in underperformance by our Income Generation assets. Those adverse consequences could be exacerbated if our strategy does not evolve to respond to changes in our core markets.
Current risk profile: high	Anticipated movement in risk: unchanged
The "high" risk rating of this category reflects that we appear to be late in the property cycle and potential concerns about a market downturn, together with the backdrop of heightened political and economic turbulence as negotiations continue for the UK's exit from the EU. Against that backdrop, we expect the risk rating will remain high during 2019.
Mitigation and controls already in place: ·    The diversity of our portfolio (sectors and geography) mitigates against a downturn in one of our core markets. Our core regional markets are typically less volatile than the London and South East markets. The Income Generation portfolio includes a diversity of income streams which has a similarly mitigating effect. ·    The move to a regional operating structure will increase our "footprint" in the Midlands and North West, which will mitigate against market movements at a regional level. ·    Value gains are generally driven more by active management than market movements. ·   We build headroom into our sales forecasts by identifying potential alternative sales in the event that planned sales do not proceed as quickly as anticipated. ·    We made a substantial investment in our recurring income portfolio during 2018, both through acquisitions and direct development, to improve further the sustainability of the business during periods of market downturn. ·   We can control our working capital movements by managing acquisitions and development spend to respond to market movements. Our cash flow forecasts also provide for a minimum £5m "buffer" throughout the year. ·    The executive team monitors, and updates the Board at least monthly on, prevailing market conditions. Given current turbulence in the macro economic and political climate, the Group's plans remain subject to ongoing review and will evolve to respond to any material movements in the Group's core regional markets.
Further actions to be taken to mitigate and manage risk: ·    We will continue to take steps to widen our geographical footprint, which will further mitigate against market movements at a regional level. ·  Our development plans and projected sales will inform our strategy on acquisitions and masterplans, to ensure we maintain a balanced mix of commercial and residential sites across our portfolio. ·    We will continue to grow and strengthen our recurring income portfolio. ·    We will explore and, if viable, undertake delivery of Build to Rent schemes on our sites, thereby widening our access to the residential property market and increasing our potential points of sale.
Risk category: Delivery	Determined by exposure to both external and internal factors
Commentary: Our ability to generate EPRA NNNAV growth and/or grow our investment returns could be adversely affected by external factors, such as: a sparsity of and/or increased competition for attractive acquisition opportunities; adverse planning decisions; or market-driven increases in development costs, or by internal factors, such as poor operational delivery.
Current risk profile: medium	Anticipated movement in risk: unchanged
The "medium" risk rating of this category reflects the balance between: more competition for acquisition targets and some uncertainty around future labour and raw material costs once/if Brexit is implemented, which elevate risk; and our successful track record on planning promotion and continuous improvements to internal processes and controls, which mitigates the risk. We expect the profile of this risk category to remain largely unchanged over the coming 12 months.
Mitigation and controls already in place for external factors: ·   The move to a regional operating structure means that the acquisitions and planning promotion functions are now embedded in the regions, with support from a very experienced central team in the case of planning promotion. This facilitates a more focussed and intensive approach to both acquisitions and planning promotion at a regional level. Alongside that refined approach we continue to: establish and strengthen our agency and local authority relationships in the regions; enhance Harworth's profile both regionally and nationally; and build our track record for delivery. ·    We have introduced a standard acquisitions financial model to ensure consistency across the regions in appraising acquisition opportunities. ·    We have refined the way we appraise prospective planning promotion agreements. ·    The executive team regularly reviews strategic priorities and the availability of capital to ensure the team can focus its time and resources appropriately. ·    Our planning promotion team has a proven track record for promoting schemes through the planning application process. Success is achieved through careful masterplanning and preparation of applications, alongside tireless stakeholder management at a local level.
Further actions to be taken to mitigate and manage risk: ·   The Governance and Internal Controls section below identifies the steps we are taking to embed our framework of internal controls and internal reporting regime into the new regional structure, to ensure effective operational delivery and appropriate reporting of financial and commercial information to the executive team and Board. ·    We will recruit additional resources into the regional acquisition teams.
Risk category: Politics	Determined by exposure to external factors
Commentary: Changes in national and/or local government policy, including planning, could impact the Group's activities.
Current risk profile: medium	Anticipated movement in risk: unchanged
The "medium" risk rating of this category reflects: the relative stability of central Government planning policy (Help to Buy persists and there were only modest changes to the National Planning Policy Framework), and the broadly supportive backdrop of local planning policy; balanced against the challenges faced as a result of HS2 safeguarding, and the medium-term potential for a Land Value Capture initiative. We expect the profile of this risk category to remain largely unchanged over the coming 12 months.
Mitigation and controls already in place: ·    The diversity of our portfolio affords a degree of mitigation to adverse political changes which could impact our markets. ·    We make representations on our own, alongside partners and in conjunction with key industry bodies, to minimise the prospect of adverse policy changes being enacted. ·    Our planning promotion team monitors closely the political landscape and climate both at a national level, particularly with regard to Land Value Capture and the National Planning Policy Framework, and at a local level, particularly where we have current or prospective planning promotions. This informs our masterplanning, promotion, development and sales strategies. ·    We have played an active role in Government consultations on Land Value Capture. ·    Our proactive engagement with HS2 Limited has facilitated plot sales at our Gateway 45 site, notwithstanding safeguarding of part of the site. ·    During 2018 we effected a sale of the majority of our Lounge site, which is also subject to safeguarding by HS2 Limited.
Further actions to be taken to mitigate and manage risk: ·    We will play an active role in the newly established British Property Federation Regional Policy Committee, which is to be chaired by Owen Michaelson. ·    We will continue to contribute to ongoing Government consultations on Land Value Capture and any proposed changes to the National Planning Policy Framework. ·   We will continue to engage with HS2 Limited to accelerate payment of compensation for safeguarded land at Gateway 45 and the retained part of our Lounge site.
Risk category: Finance	Determined by exposure to both external and internal factors
Commentary: It remains our ambition to cover the Group's operating costs, interest, tax and dividends from ongoing rental and other operating income. A shortfall in income could impair our ability to maintain activity levels to deliver EPRA NNNAV growth and/or investment returns during periods of market downturn. It could also result in an interest cover covenant breach on our revolving credit facility. We use debt capital, in the form of bank debt, infrastructure loans and a bonding facility, to help fund our activities. If that capital is temporarily unavailable, or only available at a materially increased cost, or our debt capacity is constrained, that could fetter our ability to grow EPRA NNNAV and/or investment returns. Gaps in our insurance programme could lead to an irrecoverable financial loss.
Current risk profile: medium	Anticipated movement in risk: unchanged
The finance category has a "medium" risk profile reflecting a balance between: a material increase in recurring income from acquisitions, direct development and asset management, an increase in our revolving credit facility limit to £100m, implementation of a new fixed interest rate hedge, and continuous improvements to financial reporting and forecasting; set against an increase in overheads from regionalisation and growth, and further work needed to secure additional infrastructure loan funding. We expect the profile of this risk category to remain largely unchanged over the coming 12 months.
Mitigation and controls already in place: ·    At the end of the financial year ended 31 December 2018, our Net Loan to Value was held at 12.3%. ·    The significant level of sales completed during 2018 maintains strong cashflows which mean acquisitions and development spend can continue to be funded from internal cash reserves. ·    During 2018 we secured a new infrastructure loan from Homes England for investment at our Harworth site. We also repaid four existing infrastructure loans during 2018, freeing up some debt capacity. ·    During 2018 we extended the term of our revolving credit facility to February 2023, increased the facility from £75m to £100m with a margin increase of only 0.1%, and Santander joined Royal Bank of Scotland as lenders. We have entered into a new £45m fixed rate swap, in substitution for a swap put in place in 2017, at an all-in-rate of 3.335% (including fees) until June 2022. ·    In 2018 we acquired two investment properties, Nufarm and Flaxby, which carry £3.1m of additional rental income. We have begun to recycle capital from mature investments into ones with a higher yield. In 2018 we sold our Gateway 36 site in Barnsley, a unit occupied by Costa Coffee at our Logistics North site in Bolton and Harworth Business Park, generating proceeds of sale of £20.5m. ·    We have continued to undertake selective direct development on certain of our sites, both solely and in joint venture, to grow our recurring income. In 2018, this included a unit pre-let to McLaren and the next phase of our R-Evolution speculative development, both at the Advanced Manufacturing Park, and the second phase of our "Multiply" speculative development, in joint venture with Lancashire County Council Pension Fund ("LCPF"), at Logistics North. There is already limited vacant space on these speculative developments. ·    Our business model has evolved to include planning promotion, construction management, letting promotion and asset management for third parties. These generate income, although we recognise that they represent variable, rather than recurring income. In 2018 we were paid a £6.8m promote fee by M&G following the letting of unit LN175 at Logistics North. ·    There has been investment in additional resource in the Finance team which creates greater capacity to monitor key performance indicators and cost plans. ·    All covers were reviewed at the January 2019 insurance renewal, as a consequence of which a cyber security insurance policy was put in place and business interruption cover was increased.
Further actions to be taken to mitigate and manage risk: ·  We intend to commence construction of a third phase of the "Multiply Logistics North" speculative development, alongside LCPF. Other direct development opportunities will be monitored. ·    Development management opportunities are limited but continue to be explored. ·  The proceeds of 2018 sales of mature investment property assets will be deployed on investment property acquisitions projected to bear a higher yield and the active recycling of capital by the Income Generation division will continue. ·    We will continue to pursue infrastructure loans and grant funding for investment in our sites.

 

Risk category: People	Determined by exposure to largely internal factors
Commentary: We recognise that, alongside our property portfolio, Harworth's people are its biggest asset. If we undertake inadequate resourcing and succession planning or fail to engage properly with, develop and/or retain, our people, this will have a severely adverse effect on the performance of the business and our ambitions for growth. We also recognise the value of diversity at all levels of the business and aim to improve this progressively.
Current risk profile: medium	Anticipated movement in risk: increasing
The "medium" risk rating of this category reflects the challenge of a modest increase in staff turnover following implementation of a regional structure, but also the opportunities it presents for career progression and the work undertaken (and ongoing) on succession planning and employee engagement. Given the continued bedding in of the regional structure and the modest increase in staff turnover, it is anticipated that recruitment and succession will be more of a challenge over the coming months, reflected in an anticipated increase in risk rating for this category.
Mitigation and controls already in place: ·    The introduction of a regional operating structure and a new senior management structure has created opportunities for career progression for existing employees. It has resulted in expansion of the overall team and greater resilience in capacity, with team structures mirrored across our three regions. Recruitment for regional roles is well advanced. The change in structure has inevitably prompted a modest increase in staff turnover, but successful recruitment campaigns have resulted in the appointment of high-quality successors. ·    Notwithstanding regionalisation, Harworth still operates with a relatively small team. Whilst this can amplify capacity and "key-person" risks, it also means that the executive team can keep those risks under close and continuous review. ·   During 2018 our Head of HR and Organisation Development improved our appraisal and personal development processes and undertook and presented to the Board a comprehensive succession planning review for roles throughout the business. ·    The Our People section of the Annual Report 2018 on page 50 sets out the initiatives we have introduced (and more we intend to implement) to improve engagement with employees (including the establishment of our People Steering Group) and to ensure we recruit, retain and develop the right people for the business. ·    There has been some modest progress in improving diversity across the business, albeit there remains a lot more work to do. There is an update on progress and initiatives on pages 51 to 53 of the Our People section of the Annual Report 2018.

 

Further actions to be taken to mitigate and manage risk: ·    We will recruit for the regional roles which have not yet been filled and for succession. ·    We will implement the initiatives identified in the Our People section of the Annual Report 2018 which are aimed at improving engagement with employees and diversity across the business. ·   Our Head of HR and Organisation Development will undertake a Group-wide review of Harworth values, with the objective of better defining those values and the Harworth culture. These in turn will be important in effective recruitment and the alignment of behaviours.
Risk category: Legal and Regulatory	Determined by exposure to both external and internal factors
Commentary: Given the nature of our operations and certain of our legacy and acquired sites, management of environmental and health and safety risks and regulatory compliance, are key components of our activities and are afforded very high priority. The Board has limited appetite for environmental risk and seeks to minimise health and safety risk as far as possible. Environmental and/or health and safety incidents and/or regulatory breaches (under the General Data Protection Regulation ("GDPR"), Bribery Act or Modern Slavery Act, for example) could result in costs, financial penalties, liabilities to third parties and/or reputational damage.
Current risk profile: low	Anticipated movement in risk: unchanged
The Board has a "very low" risk appetite for legal and regulatory risks. Given the nature of the business, there is an inherent environmental and health and safety risk in the operations we undertake. This means that, whilst every effort is made to mitigate risk to the greatest extent possible, the risk scoring of this category remains "low" rather than "very low" as per our risk appetite.
Mitigation and controls already in place: ·   Our Estates, Environment and Safety ("EES") team manage health and safety and environmental risks on a day-to-day basis. Page 64 of the Annual Report 2018 provides an explanation of how we manage and monitor health and safety. ·    We continue to engage an external health and safety consultant, JPW Consulting Limited, to advise on health and safety matters, undertake site risk inspections, and manage health and safety on our consortium sites (i.e. where multiple contractors are undertaking work). ·    Our Environmental Manager has completed his Waste Management Industry Training and Advisory Board qualification and, as a result, manages our waste licences in-house, with assistance from external consultants and contractors where appropriate. We regularly review, amend, and surrender permits as sites mature or activities change. There were some further permit surrenders during 2018. ·    Quarterly health and safety meetings are chaired by the Chief Executive and attended by heads of all regional and central teams at which incident de-briefings are undertaken, common issues are discussed (and actions agreed) and best practice is shared. ·    We maintain an open dialogue with the Environment Agency ("EA") about all of our permitted sites. If issues arise, we take quick and proactive steps to address them, in collaboration with the EA. ·    We also work closely with the Health and Safety Executive, particularly in relation to the sites we operate as quarries or are demolishing. ·    We implemented a number of policies, controls and processes to ensure compliance with the GDPR ahead of its coming into force on 25 May 2018. All employees have been briefed on the importance of data protection compliance. ·    Mandatory online training was delivered to all staff in the second half of 2018 on the avoidance of modern slavery, bribery and facilitation of tax evasion, and whistleblowing. This coincided with the introduction of a new and more robust whistleblowing policy and procedure.
Further actions to be taken to mitigate and manage risk: ·    The structure and composition of the EES team will remain subject to review to ensure that it evolves, in terms of skillset and experience, with the estate management needs of our portfolio. ·    Another Group-wide safety training day will take place in the summer, attendance at which will be mandatory. ·    From this year, our Audit Committee will review annually the effectiveness of the measures in place to ensure compliance with the GDPR.
Risk category:  Governance and Internal Controls	Determined by exposure to largely internal factors
Commentary: Deficiencies in our governance measures and/or internal controls and processes (including cyber and information security measures) could lead to inefficiencies, financial underperformance, or even financial loss and/or liability
Current risk profile: medium	Anticipated movement in risk: decrease
The "medium" risk scoring for this category is higher than the Board's "low" risk appetite. This reflects that the Group has identified that its framework of internal controls and processes and internal reporting regime needs to evolve to respond to the regionalisation of the business. We expect this category to revert to a "low" risk status over the coming months as controls and processes are embedded into the regional structure, and certain other initiatives connected to cyber and information security are implemented.
Mitigation and controls already in place: ·   We comply with the UK Corporate Governance Code on a comply or explain basis, with explanations for only limited instances of non-compliance in our Annual Report. Our high standards of governance were reflected in the Financial Position and Prospects Procedures report prepared by PricewaterhouseCoopers LLP ("PwC") ahead of the Company's step up to the premium list, which identified that relatively few adjustments to the Company's existing governance framework were required for the step up. ·    Our Delegated Authorities Policy was reviewed and updated in November to reflect the new regional and senior management structure. This was accompanied by new controls and processes for the execution of documents and approval of purchase orders. ·    External reviews of certain of our internal controls and processes were undertaken by KPMG LLP in November 2017 and PwC in the first quarter of 2018 (as to which see the Audit Committee Report on pages 97 and 98 of the Annual Report 2018). All recommendations from those reviews have been implemented. The Audit Committee undertakes annually a review of the effectiveness of internal controls and processes. ·   External reviews of cyber and information security were undertaken in 2018. All technical recommendations have been implemented. Implementation of strategic recommendations, including the appointment of an information security manager, are being implemented. From this year, the Audit Committee will undertake an annual review of the effectiveness of controls and processes in place for cyber and information security. ·    Business continuity and IT incident response plans are now in place. ·    A new and more robust whistleblowing policy and procedure was implemented during 2018.
Further actions to be taken to mitigate and manage risk: ·    Our internal controls and processes will remain subject to ongoing review, including external audits on an annual basis, to ensure they remain "fit for purpose" as the business grows and delivers via a regional structure and across a growing portfolio. This will continue to include an annual review by the Audit Committee as to whether the business should establish an internal audit function. Such a function does not currently exist because, to date, the executive and the Audit Committee has concluded that the business is neither large, nor complex, enough to warrant it. ·   Work is ongoing to evolve our framework of internal controls and processes and internal reporting regime to respond to the new regional operating structure. This will progress, and the framework will be embedded into the regional structure, during 2019. ·    Measures will be implemented during the year to improve cyber and information security, following the recommendations from external reviews undertaken in 2018. Implementation will be led by a newly appointed information security manager. ·    Desktop tests will be undertaken of our business continuity and IT incident response plans.
Risk category: Communications and stakeholder management	Determined by exposure to both internal and external factors
Commentary: Working with a broad spectrum of stakeholders is fundamental to our business activities and performance. If we do not communicate properly with our investors and maintain strong relationships with all stakeholders this will lead to underperformance, both operationally and of our share price.

 

Current risk profile: low	Anticipated movement in risk: unchanged
The "low" risk profile of this category reflects the extensive work undertaken: to improve our investor relations programme; and to review our engagement with stakeholders and formalise the way we consider stakeholder interests when making strategic and significant operational decisions. We expect the profile of this risk category to remain largely unchanged over the coming 12 months.
Mitigation and controls already in place: ·    We continue to work to improve our communications with investors. A communications tracker is maintained fortnightly to ensure external communications remain timely and appropriate and subject to a planned programme. Increased investor relations activity in 2018 included a briefing and site visit for current and prospective institutional investors and analysts, which will be repeated in 2019. ·   The responsibility for local authority relationships has now been placed directly with our regional and central planning promotion and development management teams, whilst our Head of Communications and Investor Relations, now based in London, remains our principal point of contact with Central Government. ·   The Board undertook a detailed stakeholder mapping and engagement review exercise in October. This will be repeated annually. One output from this review was a change to the format of Board presentations on proposed transactions, which now include sections on stakeholder interests and engagement. ·    We have actively engaged with shareholders about the proposed changes to our Remuneration Policy. ·   We have increased our engagement with Homes England which will play an increasingly important role in the acceleration of delivery of certain of our sites. ·    Please see the Our Partners section of the Annual Report 2018 on pages 56 to 63 for a more detailed explanation of the means by which we identify, engage with, and consider the interests of our stakeholders. Measures have been implemented to improve engagement between the Board and employees. Please see the Our People section of the Annual Report 2018 on pages 50 to 53 for more details.
Further actions to be taken to mitigate and manage risk: ·   Significant planning promotion and consultation exercises will continue in relation to our Ironbridge and Wingates sites, amongst others. ·  Our engagement with stakeholders will be subject to Board review annually. Internal communications will remain subject to regular review.

 

Cautionary statement and Directors' liability

The Annual Report 2018 contains certain forward-looking statements which, by their nature, involve risk, uncertainties and assumptions because they relate to future events and circumstances.  Actual outcomes and results may differ materially from any outcomes or results expressed or implied by such forward looking statements.  Any forward-looking statements made by or on behalf of the Group are made in good faith based on current expectations and beliefs and on the information available at the time the statement is made.  No representation or warranty is given in relation to these forward-looking statements, including as to their completeness or accuracy or the basis on which they were prepared, and undue reliance should not be placed on them.  The Group does not undertake to revise or update any forward-looking statement contained in the Annual Report 2018 to reflect any changes in its expectations with regard thereto or any new information or changes in events, conditions or circumstances on which any such statement is based, save as required by law and regulations.  Nothing in the Annual Report 2018 should be construed as a profit forecast.

The Annual Report 2018 has been prepared for, and only for, the shareholders of the Company, as a body, and no other persons.  Neither the Company nor the Directors accept or assume any liability to any person to whom the Annual Report 2018 is shown or into whose hands it may come except to the extent that such liability arises and may not be excluded under English law.

Annual General Meeting

The Notice of 2019 Annual General Meeting, to be held on Tuesday 21 May 2019 at 2.00pm at The Bessemer Conference Room, AMP Technology Centre, Advanced Manufacturing Park, Brunel Way, Waverley, Rotherham S60 5WG, together with explanatory notes on the resolutions to be proposed is contained in a circular sent or made available to shareholders on 16 April 2019.

-ENDS-

Enquiries:

Harworth Group plc Chris Birch, Company Secretary	T: 0114 349 3131
	E: [e-mail]

About Harworth Group

Listed on the main market, Harworth Group plc (LSE: HWG) is a leading regenerator of land and property for development and investment which owns, develops and manages a portfolio of c.21,500 acres of land on around 120 sites located throughout the North of England and the Midlands. The Group specialises in the regeneration of large, complex sites, in particular former industrial sites, into new residential developments and employment areas. (harworthgroup.com)

 

END

 

 

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