Annual Financial Report

RNS Number : 4313Q

The Vitec Group PLC

09 April 2009

 



THE VITEC GROUP PLC

THE VITEC GROUP PLC ('the Company') - Annual Financial Report and Associated Documents Announcement

In compliance with Listing Rule 9.6.1 the Company announces that it has today lodged two copies of the following documents with the UK Listing Authority:-

• Annual Report and Accounts 2008

• Notice of 2009 Annual General Meeting

• Proxy voting form

These documents will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:-

The Financial Services Authority

25 The North Colonnade

Canary Wharf

London 

E14 5HS

The Annual Report and Accounts 2008 and the Notice of 2009 Annual General Meeting are available on-line at www.vitecgroup.com.  They are available as an interactive plain text microsite and pdf respectively.  Also today, hard copies of these documents have been sent to those shareholders who have elected to continue to receive paper communications.

Further to the preliminary announcement by the Company of its full year results on 2 March 2009, the Company makes the following disclosures in compliance with rules 4.1.3 and 6.3.5(2) of the Disclosure and Transparency Rules:-

DIRECTORS' RESPONSIBILITY STATEMENTS

To the best of the Directors' 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 of the Group; and

      b.   the Directors' Report includes a fair review of the development and performance of the business and

            the position of the Company (and the Group as a whole), together with a description of the principal

            risks and uncertainties that it faces.

  RELATED PARTY TRANSACTIONS

The Directors confirm that, to the best of their knowledge, there were no related party transactions or changes in related party transactions that materially affected the Group's results or financial position during the financial year ended 31 December 2008.

Details of related party transactions disclosed in note 31 to the Group's consolidated financial statements on pages 86 and 87 of the 2008 Annual Report and Accounts are set out in full:-

The Group has a related party relationship with its subsidiaries (these are listed in Note 15 on page 63 of the 2008 Annual Report and Accounts), with its key management personnel and directors of subsidiary entities.

Transactions with directors of subsidiaries

Abramo Manfrotto is a director of Vitecgroup Italia Spa and is also Managing Director of Alu Spa (disposed of by the Group in December 2003). Sales of Vitecgroup Italia Spa products and services to Alu in 2008 totalled €479,125, £379,055 (2007: €1,092,261, £743,035). At 31 December 2008, there was €118,428, £93,693 outstanding, payable by Alu Spa (2007: €330,592, £224,893). Sales of Alu products and services to Vitecgroup Italia Spa companies in 2008 totalled €26,867, £21,256 (2007: €44,136, £30,024). At 31 December 2008, there was €4,568, £3,614 outstanding and payable to Alu Spa (2007: €8,914, £6,064). There were no US$ sales of Alu products and services to Vitecgroup Italia Spa companies in 2008 (2007: US$4,249, £2,124) and, therefore, at 31 December 2008, there were no US$ amounts outstanding and payable to Alu Spa (2007: $3,756, £1,878).

Mitchell Clark, President of Tomcat Global Inc until 31 December 2008, is the owner of Bobawaba Ltd, a company from which Tomcat UK and Brilliant Stages rents properties. Rents paid to Bobawaba Ltd in 2008 totalled £nil (2007: £14,800). Also Bobawaba supplied goods to Tomcat UK totalling £4,341 during the year (2007: £17,095). Mitchell Clark also owns 50% of MRC/EC LLC, a company from which Tomcat USA rents properties. Rents invoiced from MRC/EC LLC in 2008 totalled US$154,845, £83,682. (2007: US$142,315, £71,158). Also there were pass through property taxes invoiced totalling $14,606, £7,893 (2007: $15,115 , £7,558). At 31 December 2008, there were no amounts due to Bobawaba Ltd (2007: £25,995 was payable to Bobawaba Ltd (£17,095 relating to goods, £8,900 relating to rents)).

Mitchell Clark is also the owner of Logic Productions Inc. The company car used by Mitchell Clark is owned by Logic Productions Inc and leased to Tomcat USA. Lease payments invoiced from Logic Productions Inc in 2008 totalled US$13,543, £7,319 (2007: US$18,057, £9,029). There were no pass through auto property taxes and auto registration fees (2007: US$1,668, £834). There was a pass through amount invoiced for an electric cable license fee to Underwriter's Laboratory for US$4,000, £2,162 (2007: US$2,800, £1,400).

John James was Chief Executive Officer of Tomcat USA during 2008. He is also owner of LCOAT GP, Inc a company which sells powdercoating services to Tomcat USA. Sales of LCOAT services to Tomcat USA in 2008 totalled US$259,407, £140,190 (2007: US$180,011, £90,006). At 31 December 2008, there was US$43,053, £23,267 outstanding and payable to LCOAT (2007: US$1,867, £934).

Warren Parece, President of Microwave Service Corporation, is the owner of WJP LLC, the landlord at 15 Thornton Avenue, Haverhill, Massachusetts from which Microwave Service Corporation operates. The relationship began on 18 June 2007 and continued through to the end of 2007. The lease term expires 30 June 2020. In 2008, the total value of the transaction was US$102,201, £55,232 (2007: from the period when the relationship began, through to the end of 2007 US$50,909, £25,455. At 31 December 2008, there were no amounts due to or from WJP LLC.

Transactions with key management personnel
Key management personnel are classed as the directors (including the non-executive directors) and the members of the Executive Board. The Interim Chief Executive, Alastair Hewgill, and the Finance Director, Richard Cotton, are directors of the Company and are also members of the Executive Board. Gareth Rhys Williams was Chief Executive, a director of the Company and a member of the Executive Board during the year. However, for the purposes of the following paragraphs and to avoid double counting, their interests and remuneration have been excluded from the information relating to the Executive Board.

Executive directors of the Company and their immediate relatives control 0.355% (2007: 0.455%) of the shares of the Company. Non-executive directors control 0.119% (2007: 0.105%). Members of the Executive Board control 0.25% (2007: 0.080%) of the shares of the Company.

The remuneration of the directors is set out on pages 21 to 27 of the 2008 Annual Report and Accounts. The remuneration of the members of the Executive Board in 2008 was: salaries £923,512 (2007: £783,627); performance-related bonuses £254,313 (2007: £558,044); short term employee benefits (company car and medical insurance) £68,239 (2007: £57,852).

In addition to their salaries, the aggregate of which is set out above, the Group also contributes to a number of pension arrangements, each one specific to the country in which the individual member of the Executive Board is based. Members of the Executive Board and the executive directors are eligible to participate in the Group's executive bonus scheme and its share incentive arrangements. The cost to the Company in 2008 arising from share incentive awards was £986,000 (2007: £921,000).

For the purposes of these statements, the Directors (whose details and functions are set out on page 18 of the 2008 Annual Report and Accounts) are:- Michael Harper, Alastair Hewgill, Richard Cotton, Will Wyatt, Nigel Moore, Maria Richter and Simon Beresford-Wylie.

JON BOLTON

GROUP COMPANY SECRETARY

9 April 2009 

 

END

 

 

ACSCKCKNKBKDDQK