Annual Financial Report

RNS Number : 1799J

Spirax-Sarco Engineering PLC

25 March 2010

 

Spirax-Sarco Engineering plc

2009 Annual Report and Accounts and

Notice of Annual General Meeting

Spirax-Sarco Engineering plc (the "Company") released its preliminary results announcement of annual results for the year ended 31st  December 2009 ("Final Results announcement") on 4th March 2010.  The announcement made on that date included inter alia a condensed set of the Company's financial statements and extracts from the management report.

Spirax-Sarco Engineering plc announces that its 2010 Annual General Meeting will be held at 2.00 pm on Tuesday, 11th May 2010 at The Cheltenham Chase Hotel, Shurdington Road, Brockworth, Gloucestershire GL3 4PB.

In connection with this, the following documents have been posted to shareholders:

- Notice of 2010 Annual General Meeting;

- 2009 Annual Report and Accounts; and

- Proxy form for 2010 Annual General Meeting.

In accordance with Listing Rule 9.6.1, two copies of these documents have also been submitted to the FSA and will shortly be available for inspection at the FSA document viewing facility, which is situated at: Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.

As required by DTR 6.3.5R(3), the Company confirms that the Annual Report and Accounts and the Notice of 2010 Annual General Meeting are now available to view or download in a pdf format from the Spirax-Sarco Engineering website.  The direct link to download the Annual Report and Accounts is http://www.spiraxsarcoengineering.com/investors/2009/annual-report.asp and the direct link to download the Notice of 2010 Annual General Meeting is http://www.spiraxsarcoengineering.com/investors/2009/annual/2009-circular-to-shareholders.pdf.

Pursuant to DTR 6.1.2R, the Company confirms that, at the 2010 Annual General Meeting, it is proposed that the Company's Articles of Association are amended with effect from conclusion of the meeting.  The proposed amendments are set out in the Notice of 2010 Annual General Meeting and the proposed new articles of association are available at http://www.spiraxsarcoengineering.com/investors/2009/annual/2009-proposed-new-articles-of-association.pdf and the Company's registered office.  In accordance with its obligations under LR 13.8.10R, the Company confirms that copies of the new articles of association and blacklined articles of association showing the changes from the current articles of association will shortly be lodged with the Document Viewing Facility and are available for inspection during normal business hours (Saturdays, Sundays and public holidays excepted) at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS and, on the date of the 2010 Annual General Meeting, at The Cheltenham Chase Hotel, Shurdington Road, Brockworth, Gloucestershire GL3 4PB from at least 15 minutes before the commencement of the meeting until its conclusion.

A condensed set of the Company's financial statements and extracts of the management report including the Business Review, were included in the Company's Final Results announcement.  That information, together with the Appendix to this announcement, which contains additional information which has been extracted from the Annual Report and Accounts for the year ended 31st December 2009, constitutes the material required for the purposes of compliance with the Transparency Rules and should be read together with the Final Results announcement, which can be downloaded from the Company's website at http://www.spiraxsarcoengineering.com/.  This announcement should be read in conjunction with and is not a substitute for reading the full Annual Report and Accounts.  Together these constitute the information required by DTR 6.3.5, which is required to be communicated to media in unedited full text through a Regulatory Information Service.  Page and note references in the text below refer to page numbers and notes in the Annual Report and Accounts.

Appendix

Risks and uncertainties

A description of the principal risks and uncertainties that the Company faces is extracted from page 21 of the 2009 Annual Report and Accounts.

"The Group has well established risk management processes, including insurance cover, which are an integral part of the operation of our business and which are outlined in the Corporate Governance report on pages 35 to 38. Whilst risk can never be eliminated, our processes allow us to identify and appropriately manage and mitigate risks and uncertainties. These mainly arise from the inherent risks of operating a worldwide business largely using our own local sales companies to sell in local currency, direct to end-user customers, distributors, OEMs and contractors, a very wide range of products, mostly designed and manufactured in our own facilities in a number of different countries. The business is well spread geographically, across tens of thousands of customers and across most industrial and commercial sectors. This means that we do not rely excessively on any one customer, product application or industrial sector.

The principal risks and uncertainties are strategic, commercial, operational and financial. Ultimately these affect our ability to deliver our prime financial objective, which is to provide enhanced value to shareholders through consistent growth in earnings per share and dividends per share as a result of maintaining our world leading position and investing in our businesses for growth.

Strategic risks and uncertainties include customer relationships, the competitive environment, political and economic upheaval, technological changes, the regulatory and legal environment, and investment in acquisitions. These relate to maintaining our market and technological leadership including branding and reputation.

Commercial risks and uncertainties include issues such as product design and performance, product liability, competitor activity, relations with customers and suppliers, pricing and profit margins. Our employees are key to managing and mitigating risks and uncertainties and we therefore invest significant resources in the training and development of our people.

Operational risks and uncertainties include health and safety and environmental issues; employee relations; mitigation of, and recovery from, major disasters; product quality and customer service. We have for many years complied with recognised quality, health and safety and environmental standards and regulations and have applied project management disciplines in our business. The Group's approach to the health and safety of employees is more fully described on page 28. Appropriate measures are implemented locally, particularly in the manufacturing companies, and there were further improvements in health and safety in our operations in the year. The environmental benefits from the use of Group products are more fully described on pages 23 and 24. General managers of operating companies are responsible for local compliance with the Group's policy and with local legislation, and are required to report regularly.

The Group is committed to observing the highest standards of ethics in all its dealings with customers, suppliers, employees and all other stakeholders in the business. The Group Business Code sets out very clearly the standards expected of all employees and it is the responsibility of all managers within the Group's businesses both to abide by those standards and to ensure that employees for whom they are responsible adhere to the standards. The Chief Executive writes annually to all general managers of Group businesses to remind them of the importance which the Group attaches to the Code and of their obligations to ensure compliance with the Code.  Additionally, general managers are regularly required to certify compliance with the Code.

Financial risks and uncertainties include exchange rate exposures, interest rate movements, financial instruments, financial irregularities and protection of assets including pension fund assets. The Group has a comprehensive Treasury Policy covering many of these issues and defining our approach to minimise and mitigate such risks."

Related Party Transactions

The following related parties transactions are extracted from page 75 of the 2009 Annual Report and Accounts.

	2009	2008
"THE GROUP	£000	£000
Sales to associated companies	1,259	1,266
Dividends from associated companies	1,498	1,063
Amounts due from associated companies at 31st December	237	310

	2009	2008
PARENT COMPANY	£000	£000
Dividends received from subsidiaries	49,500	62,900
Loans and amounts due from subsidiaries at 31st December	93,331	73,490
Amounts due to subsidiaries at 31st December	941	941

The transactions above were priced on an arm's length basis and on standard business terms."

Statement of Directors' responsibility

The following responsibility statement is repeated here solely for the purpose of complying with Disclosure and Transparency Rule 6.3.5.  This statement relates to and is extracted from page 46 of the 2009 Annual Report and Accounts.  Responsibility is for the full 2009 Annual Report and Accounts not the extracted information presented in this announcement and the Final Results announcement.

"Responsibility statement

We confirm that to the best of our knowledge:

(1)     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

(2)     the Business Review and Financial Review, which are incorporated into the Directors' Report, include a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Signed on behalf of the Board

D.J. Meredith

Finance Director

4th March 2010"

For further information contact:

William Stebbings

Company Secretary

Spirax-Sarco Engineering plc

Charlton House

Cheltenham

Gloucestershire

GL53 8ER

Tel: [phone]

 

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