Annual Financial Report

RNS Number : 1135K

The Vitec Group PLC

13 April 2010

 

                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:

(1)      Annual Report and Accounts 2009

(2)      Notice of 2010 Annual General Meeting

(3)      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 2009 and the Notice of 2010 Annual General Meeting are available online at www.vitecgroup.com. 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 2010, 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:-

(a)     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 2009.

Details of related party transactions disclosed in Note 30 to the Group's consolidated financial statements on pages 90 and 91 of the 2009 Annual Report and Accounts are:

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 Gruppo Manfrotto products and services to Alu in 2009 totalled e250,038, £223,328 (2008: e479,125, £379,055). At 31 December 2009, there was e79,629, £71,218 outstanding, payable by Alu Spa (2008: e118,428, £93,693), Purchases of Alu products and services by Gruppo Manfrotto companies in 2009 totalled e14,313, £12,801 (2008; e26,867, £21,256). At 31 December 2009, there was e3,621, £3,239 outstanding and payable to Alu Spa (2008: e4,568, £3,614).

Warren Parece, who was Operations Manager of the RF Extreme business unit during 2009, is the owner of WJP LLC, the landlord at 15 Thornton Avenue, Haverhill, Massachusetts from which Microwave Service Corporation operates. The lease term expires 30 June 2012. In 2009, the total value of the transaction was $90,000, £57,630 (2008: $102,201, £55,232). At 31 December 2009, there were no amounts outstanding and payable to WJP LLC.

Craig Schiller is General Manager of Bexel Broadcast Services and also inventor of a computer-based process named Sharp Shot which allows still photographs taken at sporting events to be developed and transmitted rapidly, so that they can be used as an ancillary visual component of broadcasts. Although Sharp Shot is only indirectly related to Bexel's main broadcast rental business, it does give Bexel leverage advantages. Sharp Shot was provided to The NFL Network during its 2007-08 season, aided by Craig Schiller and also Bexel's equipment and staff. Bexel compensated Craig Schiller, in this initial case, for his efforts and his inventor's role by paying him a standard technician's amount for the time that he worked on this project. Those payments to Craig Schiller in 2008 totalled $12,000, £6,485. Bexel and Craig Schiller entered into a contract that makes Bexel the exclusive provider of Bexel-owned ancillary gear, for at least three years, to a company founded by Craig Schiller, which now offers Sharp Shot to the NFL and possibly will expand to other customers going forward. No payments were made in 2009 in regards to this contract and there are currently no pending projects that will utilise Sharp Shot, although we expect that the NFL will want to use it again during future seasons.

Craig Schiller is also owner of Broadcast Accessories, a company from which Bexel rents equipment. In 2009, payments for rental of equipment totalled $23,114, £14,801 (2008: $24,204, £13,080). At 31 December 2009, there was $1,372, £878 outstanding and payable to Broadcast Accessories (2008:$15,168, £8,197).

Jeffrey Winemiller is Senior Vice President of Strategy and Business Development of the RF Extreme business unit. He is also joint 80% owner of PSEN LLC and PMNl LLC, companies to which RF Extreme companies provide products and services. Sales of products and services to PSEN LLC and PMNl LLC in 2009 totalled $21,525, £13,783 (2008: $48,570, £26,346), At 31 December 2009, there was $800, £512 outstanding and payable by PSEN LLC (2008: £nil).

Jurgen Sommer is Director of Business Development of Camera Dynamics GmbH and brother of the owner of Sommer Kommunikation, a company which provides marketing material and services to Camera Dynamics GmbH. Sales of products and services to Camera Dynamics GmbH in 2009 totalled e205,000, £183,347 (2008: e200,000, £158,228). At 31 December 2009, there were no amounts outstanding (2008: £nil).

Stefano Finessi is EMEA Sales Director of Camera Dynamics GmbH and son and nephew-in-law of Alberto and Ermanno Fumagalli who rent office space in Milan to a Camera Dynamics operation. Rent paid to Alberto and Ermanno Fumagalli in 2009 totalled e5,400, £4,830 (2008: e5,200, £4,114). At 31 December 2009, there were no amounts outstanding (2008: £nil).

Greg Cooney is Managing Director of Manfrotto Distribution UK. Mr Cooney's son, Philip, provides office cleaning services to Manfrotto Distribution UK. During 2009, £5,270 was paid to Philip Cooney in respect of these services (2008: £4,690). At 31 December 2009, there was £nil outstanding and payable (2008: £nil).

Transactions with key management personnel

Key management personnel are classed as the directors (including the non-executive directors) and the members of the Operations Executive. The Group Chief Executive, Stephen Bird, and the Group Finance Director, Richard Cotton, are directors of the Company and are also members of the Operations Executive. Alastair Hewgill was a director of the Company and a member of the Operations Executive 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 Operations Executive.

Executive directors of the Company and their immediate relatives control 0.101% (2008: 0.355%) of the shares of the Company. Non-executive directors control 0.143% (2008: 0.119%). Members of the Operations Executive control 0.25% (2008: 0.280%) of the shares of the Company.

The remuneration of the directors is set out on pages 28 to 35. The remuneration of the members of the Operations Executive in 2009 was: salaries £905,404 (2008: £923,512); performance-related bonuses £343,577 (2008: £254,313); short term employee benefits (company car and medical insurance) £60,660 (2008: £68,239).

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 Operations Executive is based. Members of the Operations Executive 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 2009 arising from share incentive awards was £629,000 (2008: £986,000).

For the purposes of these statements, the Directors (whose details and functions are set out on page 24 of the 2009 Annual Report and Accounts) are: Michael Harper, Stephen Bird, Richard Cotton, Simon Beresford-Wylie, Nigel Moore, Maria Richter and Will Wyatt,

Jon Bolton

Group Company Secretary

 

END

 

 

MSCKKNDBBBKDDQD