Final Results & Notice of AGM

RNS Number : 8428J

Coral Products PLC

22 August 2019

 

22 August 2019                                        

CORAL PRODUCTS PLC

('Coral' or the 'Company' or the 'Group')

Coral Products PLC, (the "Company" or the "Group") a specialist in the design, manufacture and supply of injection moulded plastic products based in Haydock, Merseyside, announces its audited final results for the year ended 30 April 2019.

KEY FINANCIALS

	2019 £	2018 £	Change
Group revenue	24,733,000	23,405,000	5.7%
Operating profit/(loss)	479,000	(186,000)	-
Gross Margin	35.9%	34.6%	3.8%
Underlying operating profit *	1,018,000	879,000	15.8%
Profit/(loss) for the year before taxation	41,000	(497,000)	-
Underlying profit for the year before taxation*	580,000	568,000	2.1%
Underlying EBITDA*	2,479,000	2,091,000	18.6%
Underlying earnings per share (see note 3)*	0.75p	0.84p	(10.7)%
Dividend paid per share	0.25p	0.25p	0.0%

* Underlying results are reported before separately disclosed items, as shown in note 2. Such underlying results are not intended to be a substitute for, or superior to, IFRS measures of profit.

HEADLINES

·      Group revenue increase of 5.7%. Gross margin increased to 35.9% (2018: 34.6%). Underlying operating profit increased to £1.0m (2018: £0.9m).

·      Underlying EBITDA increased by 18.6% to £2.5m (2018: £2.1m).

·      Entered into a development agreement with "Rotite Technologies Ltd" to accelerate innovation in the Group's growing range of products.

·      We remain a supplier of choice for a major on-line tote retailer with a further extension to supply into 2019/20.

·      Commissioned into production "state of the art" Recycling unit into the Haydock facility, enabling a 360-degree service to many of its customers whilst giving the opportunity to use high levels of recycled materials in the manufacture of many of the current and future product range.

·      Continuing to build on being a major supplier of recycling crates and caddies into UK councils and local authorities.

·      Further substantial capital investment across the Group to take advantage of market opportunities.

·      Strong net assets position of £12.9m as at the year-end (2018: £13.2m).

New Product Development (financial benefits expected in the current financial year)

·      New improved food packaging.

·      Flame retardant plastic moulded roof tiles for the construction industry.

·      Extruded road highway sound barriers.

·      New lightweight 23 litre and 55 litre caddies.

·      Multi box recycling system (MBRS) launched July 2019.

Commenting on the results, Joe Grimmond, Chairman, said:

"Whilst I am pleased to report an improved performance this year, it has proved to be a difficult period. After a strong first half when we reported revenues of £13.1m (2018: £11.9m) and underlying profit of £1.0m (2018: £0.4m), the Group endured a poor start to its second half, with losses in the four months to 28 February 2019. This resulted in our announcing by an RNS dated 26 March 2019 that results for the year would be materially below management and market expectations. The losses were across the Group, with the exception of Interpack. Decisive action, including the re-organisation of both Tatra-Rotalac and Mouldings to reduce costs, returned the Group to profitability during March and April though at a lower level than during the first half. Further direct and indirect cost reduction measures across the Group have continued into this current financial period. The recycling unit introduced into production during May 2019 is already contributing to our cost reduction plan and will do increasingly throughout the current year as we ramp up production".

"Throughout this difficult period, we have continued to invest in the Group adding new and improved capacity and a state-of-the-art recycling unit. This has created greater sales opportunities in both existing and new markets. I was pleased with the increase in revenue up 5.7% to £24.7m (2018: £23.4m) and underlying operating profit up 13.5% to £1.0m (2018: £0.9m)".

"Whilst we have confidence in our development strategy and the prospects of the Group, the very real uncertainties over Brexit are a cause for concern. The decline in sterling against the dollar and euro, our major trading currencies, leads to increases in our costs of materials. We are taking action to mitigate these factors by continuing to develop existing products and bringing to market new innovative products. These are supplemented by new revenue streams such as recycling".

"The Group continues with its strategic progress of increasing focus on value-added and innovative products, particularly in the food container, recycling, telecommunications, rail industry, home delivery totes and blow moulding areas. Our aim is to build a significant plastic moulding business with a bias towards using recycled materials produced by our new recycling unit installed Haydock. We remain confident in our ability to do so via both improved internal performances of individual subsidiaries supported by strategic acquisitions in the short to medium term. The current year will benefit from the Coral Mouldings and Tatra-Rotalac cost reductions, investments in plant and machinery and new business".

"We look forward to a satisfactory outturn for the year given the prevailing conditions."

For further information, please contact:

Coral Products plc Michael (Mick) Wood, Chief Executive Officer	Tel: [phone]
Nominated Adviser & Broker Cairn Financial Advisers LLP Tony Rawlinson Liam Murray David Lawman (Corporate Broking)	Tel: [phone]
Capital Markets Consultants Richard Pearson	Tel: [phone]

This announcement contains inside information for the purpose of Article 7 of the EU Regulation 596/2014.

 

CHAIRMAN'S STATEMENT

Whilst I am pleased to report an improved performance this year, it has proved to be a difficult period. After a strong first half when we reported revenues of £13.1m (2018: £11.9m) and underlying profit of £1.0m (2018: £0.4m), the Group endured a poor start to its second half, with losses in the four months to 28 February 2019. This resulted in our announcing by an RNS dated 26 March 2019 that results for the year would be materially below management and market expectations. The losses were across the Group, with the exception of Interpack. Decisive action, including the re-organisation of both Tatra-Rotalac and Mouldings to reduce costs, returned the Group to profitability during March and April though at a lower level than during the first half. Further direct and indirect cost reduction measures across the Group have continued into this current financial period. The recycling unit introduced into production during May 2019 is already contributing to our cost reduction plan and will do increasingly throughout the current year as we ramp up production.

Throughout this difficult period, we have continued to invest in the Group adding new and improved capacity and a state-of-the-art recycling unit. This has created greater sales opportunities in both existing and new markets. We therefore anticipate significant sales growth over the current financial year. I was pleased with the increase in revenue up 5.7% to £24.7m (2018: £23.4m) and underlying operating profit up 13.5% to £1.0m (2018: £0.9m).  (Note that a reconciliation of underlying profit is provided in note 2).

The Group has continued with its strategic progress of increasing focus on value-added and innovative products. The focus is to build a significant plastic moulding business with a bias towards using recycled materials and with the new Recycling unit now installed and operational at Haydock, we remain confident in our ability to do so.

The Group has reported a profit before taxation for the financial year of £0.04m (2018: £0.5m loss). Across the Group, finance costs have increased to £0.4m (2018: £0.3m) and depreciation to £1.5m (2018: £1.2m) in line with the increased spend on new, replacement and/or improvement of the assets of the Group.

Interpack's profit before tax is £0.7m (2018: £0.6m) and Global One-Pak's £0.2m (2018: £0.5m). The focus on Coral Products (Mouldings) has resulted in a substantial profitability improvement from last year with a loss of £0.4m (2018: £1.1m loss). Tatra has been affected by adverse material prices and operational costs resulting in an increased loss to £0.2m (2018: £0.0m loss). A reorganisation and cost cutting exercise was completed in July 2019 to improve future profitability. These results are before amortisation of intangibles arising on consolidation of £0.3m (2018: £0.3m).

Our new 360-degree recycling plant using both internal and external acquired plastic waste is now in operation and interest from both new and existing customers has been very encouraging. The interest I highlighted last year by local authorities and councils is now becoming more tangible with developments at an advanced stage within both areas.

Further investment in new tooling for food packaging and robotics handling will stand the business in good stead going forward with actual demand from the new tooling increasing month by month. The developments will enable the manufacturing businesses to continue to reduce operational costs, whilst reinforcing the important recycling message the business promotes.

Performance of the Group is monitored principally through adjusted profit measures which exclude £0.5m of adjusted items (2018: £1.1m). Such items include the amortisation of intangibles arising on the acquisitions of Global One-Pak and Tatra-Rotalac, acquisition costs, share based payment charges, compensation for loss of office of senior management and reorganisation costs.

Results

Group revenue improved for the year to £24.7m (2018: £23.4m). Margins improved slightly to 35.9% (2018: 34.6%). Underlying earnings before interest, tax, depreciation and amortisation for the Group remained strong at £2.5m (2018: £2.1m) (see note 2 for the definition of underlying profit measures). Administrative expenses in the Group increased to £7.1m (2018: £7.0m) in line with the increase in Group activity. This resulted in an underlying operating profit of £1.0m (2018: £0.9m), and profit before tax of £0.04m (2018: £0.5m loss).

Separately disclosed underlying items (included within administrative expenses) totalling £0.5m (2018: £1.1m) of which £0.1m relates to redundancy/reorganisation costs, £0.1m costs for acquisition and £0.3m from goodwill amortisation and share based payments. Earnings per share were 0.10 pence (2018: (0.45) pence), underlying earnings per share were 0.75 pence (2018: 0.84 pence).

The Group has increased net debt by £0.9m in the year and gearing has increased to 63.6% (2018: 55.5%) as we continue to invest to meet forecast increased demand. Overall the Group reported a net cash outflow of £0.5m.

Dividends

The Board remains committed to its long-term progressive dividend policy, which takes account of the underlying growth in earnings, whilst acknowledging the requirement for continuing investment and short-term fluctuations in profit.

Due to the uncertainty surrounding UK Brexit, having paid an interim dividend at 0.25 pence per ordinary share on 28 March 2019, the Board will not be recommending the payment of a final dividend.

Board Changes

There were no board changes during the year.

Chairman's Corporate Governance Statement

As Non-executive Chairman of the board, my role is to set the strategy for the company, monitor the ongoing performance of the companies within the Group to ensure that they are meeting our requirements and also identify potential acquisition targets.

In addition, my role also encompasses overseeing the functioning of the board and its effectiveness and ensuring sound corporate governance practices are followed.

All the Directors of Coral believe strongly in the importance of good corporate governance for the creation of shareholder value over the medium to long-term and to engender trust and support amongst the Group's wider stakeholders.

I work with key executives throughout the organisation to instill good corporate governance practices in accordance with the Code.

In accordance with the changes to AIM Rule 26 the Company is now applying the revised QCA Corporate Governance Code published in 2018.

The board monitors our corporate governance practices and will always implement improvements which further enhance performance and/or benefit stakeholders.

Strategy

Our Board continuously reviews business performance alongside market conditions to make sure that we take the correct strategic decisions for each of our businesses. The Board recognises fully that it has been tasked with delivering enhanced shareholder value. The challenges facing the Board relate to managing the continued growth of the Group through the uncertainty and timelines surrounding UK Brexit.

People

We are reliant on the expertise, professionalism and commitment of our people and thank them for their continued contribution to the business during a challenging year.

Future Developments

·      The multi box recycling system (MBRS) was launched in July 2019. The first deliveries to customers will be made in the latter part of the current financial year.

·      The tooling for the new improved food packaging is due in Haydock during August 2019 with production commencing soon after.

·      We expect the following products to be introduced during the latter part of the current financial year:

o  Re-developed light-weight 23 and 55 litre caddies.

o  Conservatory and outbuildings roof tiles.

o  Plastic soundproofing system to be installed along road highways.

Outlook

Whilst we have confidence in our development strategy and the prospects of the Group, the very real uncertainties over Brexit are a cause for concern. The decline in sterling against the dollar and euro, our major trading currencies, leads to increases in our costs of materials. We are taking action to mitigate these factors by continuing to develop existing products and bringing to market new innovative products. These are supplemented by new revenue streams such as recycling.

The Group continues with its strategic progress of increasing focus on value-added and innovative products, particularly in the food container, recycling, telecommunications, rail industry, home delivery totes and blow moulding areas. Our aim is to build a significant plastic moulding business with a bias towards using recycled materials produced by our new recycling unit installed in Haydock. We remain confident in our ability to do so via both improved internal performances of individual subsidiaries supported by strategic acquisitions in the short to medium term. The current year will benefit from the Coral Mouldings and Tatra-Rotalac cost reductions, investments in plant and machinery and new business.

We look forward to a satisfactory outturn for the year given the prevailing conditions.

Joe Grimmond
Chairman
21 August 2019

Group Income Statement

for the year ended 30 April 2019

				2019 £'000	2018 £'000
Revenue				24,733	23,405
Cost of sales				(15,861)	(15,302)
Gross profit				8,872	8,103
Operating costs
Distribution expenses				(1,246)	(1,256)
Administrative expenses before impairment and separately disclosed items				(6,608)	(5,968)
Impairment losses (separately disclosed)				-	(186)
Separately disclosed items				(539)	(879)
Administrative expenses				(7,147)	(7,033)
Operating profit/(loss)				479	(186)
Finance costs				(438)	(311)
Profit/(loss) for the financial year before taxation				41	(497)
Taxation				43	127
Profit/(loss) for the financial year attributable to the equity holders of the parent				84	(370)
Earnings per share attributable to the equity holders of the parent
Basic and diluted earnings/(loss) per ordinary share				0.10p	(0.45)p

Group Statement of Comprehensive Income

for the year ended 30 April 2019

				2019 £'000	2018 £'000
Profit/(loss) for the financial year				84	(370)
Total other comprehensive income				-	-
Total comprehensive income/(loss) for the year attributable to equity holders of the parent				84	(370)

 

Balance Sheet

as at 30 April 2019

		As at 30 April 2019 £'000	As at 30 April 2018 £'000
ASSETS
Non-current assets
Goodwill		5,495	5,495
Other intangible assets		1,401	1,690
Property, plant and equipment		9,411	9,299
Investments in subsidiaries		-	-
Total non-current assets		16,307	16,484
Current assets
Inventories		3,505	2,864
Trade and other receivables		5,521	5,452
Cash and cash equivalents		-	471
Total current assets		9,026	8,787
LIABILITIES
Current liabilities
Term loan		150	1,604
Other borrowings		4,800	4,335
Trade and other payables		3,834	3,909
Total current liabilities		8,784	9,848
Net current assets/(liabilities)		242	(1,061)
Non-current liabilities
Term loan		1,303	-
Other borrowings		1,965	1,843
Deferred tax		368	409
Total non-current liabilities		3,636	2,252
NET ASSETS		12,913	13,171
SHAREHOLDERS' EQUITY
Share capital		826	826
Share premium		5,288	5,288
Other reserves		1,567	1,567
Retained earnings		5,232	5,490
TOTAL SHAREHOLDERS' EQUITY		12,913	13,171

 

Statement of Changes in Shareholders' Equity

for the year ended 30 April 2019

			Called Up Share Capital £'000	Share Premium Reserve £'000	Other Reserves £'000	Retained Earnings £'000	Total Equity £'000
Group
At 1 May 2017			826	5,288	1,567	6,116	13,797
Loss for the year			-	-	-	(370)	(370)
Other comprehensive income			-	-	-	-	-
Total comprehensive income			-	-	-	(370)	(370)
Contributions by and distributions to owners
Credit to equity for equity settled share-based payments			-	-	-	50	50
Dividend paid			-	-	-	(306)	(306)
At 1 May 2018			826	5,288	1,567	5,490	13,171
Profit for the year			-	-	-	84	84
Total comprehensive loss			-	-	-	84	84
Contributions by and distributions to owners
Credit to equity for equity settled share-based payments			-	-	-	71	71
Dividend paid			-	-	-	(413)	(413)
At 30 April 2019			826	5,288	1,567	5,232	12,913

 

Cash Flow Statement

for the year ended 30 April 2019

			Group
			2019 £'000	2018 £'000
Cash flows from operating activities
Profit/(loss) for the year			84	(370)
Adjustments for:
Depreciation of property, plant and equipment			1,461	1,212
(Profit)/loss on disposal of tangible assets			(23)	17
Amortisation of intangible assets			289	348
Share based payment charge			71	50
Interest payable			438	311
Taxation charge			(43)	(127)
Operating cash flows before movements in working capital			2,277	1,441
(Increase)/decrease in inventories			(641)	18
(Increase)/decrease in trade and other receivables			(69)	77
Decrease in trade and other payables			(75)	(549)
Cash generated by operations			1,492	987
UK corporation tax paid			2	46
Net cash generated from operating activities			1,494	1,033
Cash flows from investing activities
Proceeds from disposal of property, plant and equipment			33	(5)
Acquisition of property, plant and equipment			(690)	(907)
Net cash used in investing activities			(657)	(912)
Cash flows from financing activities
New bank loans raised			-	1,743
Dividends paid			(413)	(306)
New finance leases			350	500
Interest paid on borrowings			(438)	(311)
Repayments of bank borrowings			(151)	(1,601)
Repayments of obligations under finance lease			(801)	(899)
Movements on invoice discounting facility			118	551
Net cash used in financing activities			(1,335)	(323)
Net decrease in cash and cash equivalents			(498)	(202)
Cash and cash equivalents at 1 May			471	673
Cash and cash equivalents at 30 April			(27)	471

 

Notes

for the year ended 30 April 2019

1.   Basis of preparation

The financial information set out above does not constitute the Group's statutory accounts for the years ended 30 April 2019 or 2018 within the meaning of Section 434 of the Companies Act 2006, but is derived from those accounts. Statutory accounts for 2018 have been delivered to the Registrar of Companies and those for 2019 will be delivered following the company's Annual General Meeting. The auditors' report on the statutory accounts for the year ended 30 April 2019 and 30 April 2018 were unqualified, did not draw attention to any matters by way of emphasis, and did not contain statements under s498 (2) or s498 (3) of the Companies Act 2006.

This financial information has been prepared in accordance with International Financial Reporting Standards ("IFRSs") and International Financial Reporting Interpretations Committee (IFRIC) interpretations as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

2.  Underlying operating profit and separately disclosed items

Underlying profit - the Company believes that underlying profit and underlying earnings provide additional useful information for shareholders. The term underlying earnings is not a defined term under IFRS and may not therefore be comparable with similarly titled profit measurements reported by other companies.

	2019 £'000	2018 £'000
Operating profit/(loss)	479	(186)
Separately disclosed items within administrative expenses
Share based payment charge	71	50
Amortisation of intangible assets (customer relationships and brands)	289	348
Impairment losses on trade receivables	-	186
Reorganisation costs	179	481
Total separately disclosed items	539	1,065
Underlying operating profit	1,018	879
Depreciation	1,461	1,212
Underlying EBITDA	2,479	2,091
Separately disclosed items (excluding amortisation)	(250)	(717)
EBITDA	2,229	1,374

 

3. Earnings per share

Basic and underlying earnings per share

The basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders for the financial period by the weighted average number of shares in issue during the financial period of 82,614,865 (2017: 82,614,865).

Underlying earnings per share is also shown calculated by reference to earnings before separately disclosed items. The directors consider that this gives a useful indication of underlying performance.

	2019		2018
	£'000	EPS (p)	£'000	EPS (p)
Profit/(loss) for the financial period	84	0.10	(370)	(0.45)
Separately disclosed items	539		1,065
Underlying profit for the period	623	0.75	695	0.84

4.  Dividends

A final dividend for the year ended 30 April 2018 of 0.25p per share was paid on 2 December 2018 to shareholders on the register on 8 November 2018. This dividend amounted to £206,537.

Having paid an interim dividend at 0.25p per share on 28 March 2019 (this dividend amounted to £206,537); the Board will not be recommending they payment of a final dividend payment for the year ended 30 April 2019.

5.  Group reconciliation of net cash flow to movement in net debt

	2019 £'000	2018 £'000
Net (decrease)/increase in cash and cash equivalents	(498)	(202)
Decrease on invoice discounting facility	(118)	(551)
Decrease/(increase) in bank loans and other loans	151	(142)
Increase in finance lease liability	(441)	(806)
Movement in net debt for the period	(906)	(1,701)
Net debt at beginning of period	(7,311)	(5,610)
Net debt at end of period	(8,217)	(7,311)

6. Post Balance Sheet Event

The land and buildings at Haydock were refinanced in May 2019 raising £500,000 in cash, this was used to clear a temporary overdraft balance in Coral Products (Mouldings) Ltd.

7.  Publication of Annual Report

A copy of the 2019 Report & Accounts will be sent to all shareholders on 16 September 2019. Further copies will be available to the public at the company's registered address at North Florida Road, Haydock Industrial Estate, Haydock, Merseyside WA11 9TP and on the Company's website at www.coralproducts.com.

Notice of the Annual General Meeting

Notice is hereby given that the Annual General Meeting of Coral Products plc (the Company) will be held in Leverhulme Room One at Haydock Race Track, Newton-le-Willows, Merseyside, WA12 0HQ, on Wednesday 25 September 2019, at 12.00 noon for the purpose of considering and, if thought fit, passing of the following resolutions, of which Resolutions 1 to 7 will be proposed as Ordinary Resolutions, to be passed with more than half of the votes in favour of the resolution and Resolutions 8 and 9 will be proposed as Special Resolutions, to be passed with at least three-quarters of the votes in favour of the Resolution.

Ordinary business

Ordinary resolutions

1.         To receive and adopt the audited accounts for the year ended 30 April 2019, together with the Reports of the Directors and Auditors.   

2.         To re-elect Joe Grimmond, who retires by rotation as a Director of the Company.

3.         To re-elect David Low, who retires by rotation as a Director of the Company.

4.         To re-appoint BDO LLP as auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company and that the Directors be authorised to fix their remuneration.

5.         To declare a final dividend of 0.00p per ordinary share in respect of the year ended 30 April 2019.

6.         To approve the Board Report on Directors' Remuneration for the year ended 30 April 2019.

7.         That the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of £550,765, provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the end of the Company's annual general meeting in 2020, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted and the directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. This authority is (i) subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange and (ii) in substitution for all previous authorities conferred on the directors in accordance with section 551 of the 2006 Act but without prejudice to any allotment of shares or grant of Rights already made or offered or agreed to be made pursuant to such authorities.

Special resolutions

8.         That, subject to and conditional upon the passing of resolution 7 set out in this notice, the directors be generally empowered to allot equity securities (as defined in section 560 of 2006 Act) pursuant to the authority conferred by resolution 8 as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall:

            8.1   be limited to:

                    8.1.1    the allotment of equity securities in connection with an offer of equity securities:

                                    (a)   to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and

                                    (b)   to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary;

                    8.1.2    the allotment of equity securities (otherwise than pursuant to paragraph 8.1.1 above) up to an aggregate nominal amount of £550,765;

            8.2   be subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

            8.3   expire at the end of the Company's annual general meeting in 2020 (unless renewed, varied or revoked by the Company prior to or on that date), save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

Special business

Special resolution

9.         That the Company be generally and unconditionally authorised for the purposes of Section 701 of the 2006 Act to make market purchases (within the meaning of Section 693(4) of the 2006 Act) of ordinary shares of 1 pence each in the Company in such manner and upon such terms as the Directors may from time to time determine, provided that:

            (a)   the maximum number of ordinary shares which may be purchased is 12,392,230;

            (b)   the minimum price which may be paid for an ordinary share is 1 pence (being the nominal value of the ordinary share) exclusive of expenses;

            (c)    the maximum price which may be paid for an ordinary share exclusive of expenses is equal to the higher of (i) 105 per cent of the average of the middle market quotations for an ordinary share derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made and (ii) the higher of (a) the price of the last independent trade and (b) the highest current independent bid (in each case, in relation to (a) and (b), for any number of the Company's ordinary shares on the trading venue where the purchase is carried out); and

            (d)   the authority to purchase hereby conferred shall expire at the end of the next annual general meeting in 2020, save that the Company may make a contract to purchase ordinary shares under this authority before the expiry of the authority which will or may be completed wholly or partly thereafter and a purchase of shares may be made in pursuance of any such contract.

By order of the Board                                                                                                                         

Sharon Gramauskas                                                                                                    

Company Secretary                                                                                                   

21 August 2019         

                                                                                                  Registered Office

North Florida Road

Haydock Industrial Estate

Haydock

Merseyside

WA11 9TP

 

Notice of the Annual General Meeting

continued

Notes

1.              A member entitled to attend and vote at the Annual General Meeting may appoint another person(s) (who need not be a member of the Company) to exercise all or any of his rights to attend, speak and vote at the Annual General Meeting. A member can appoint more than one proxy in relation to the Annual General Meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him.

2.              A proxy does not need to be a member of the Company but must attend the Annual General Meeting to represent you. Your proxy could be the Chairman, another director of the Company or another person who has agreed to attend to represent you. Your proxy will vote as you instruct and must attend the Annual General Meeting for your vote to be counted. Appointing a proxy does not preclude you from attending the Annual General Meeting and voting in person.

3.              A Proxy Form which may be used to make this appointment and give proxy instructions accompanies this Notice of Annual General Meeting. Details of how to appoint a proxy are set out in the notes to the Proxy Form. If you do not have a Proxy Form and believe that you should have one, or if you require additional forms, please contact the Company.

4.              In order to be valid an appointment of proxy must be returned (together with any authority under which it is executed or a copy of the authority certified) in hard copy form by post, by courier or by hand to the office of the Company at North Florida Road, Haydock Industrial Estate, Haydock, Merseyside WA11 9TP, and must be received by the Company at least 48 hours prior to the meeting.

5.              To change your proxy instructions, you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy Proxy Form and would like to change the instructions using another hard copy Proxy Form, please contact the Company. The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. To terminate your proxy instruction, please send a written notice to the Company stating your intention to revoke the proxy instruction, to be received by the Company no later than 48 hours prior to the meeting. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the others.

6.              A copy of this Notice of Annual General Meeting may have been sent for information only to persons who have been nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a "Nominated Person"). The rights to appoint a proxy cannot be exercised by a Nominated Person: they can only be exercised by the member. However, a Nominated Person may have a right under an agreement between him and the member by whom he was nominated to be appointed as a proxy for the Annual General Meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.

7.              To be entitled to attend and vote at the Annual General Meeting, members must be registered in the register of members of the Company 48 hours prior to the meeting (or, if the meeting is adjourned, 48 hours prior to the date of the adjourned meeting). Changes to entries on the register after this time shall be disregarded in determining the rights of persons to attend or vote (and the number of votes they may cast) at the meeting or adjourned meeting.

8.              Voting on all Resolutions will be conducted by way of a poll rather than a show of hands. This is a more transparent method of voting as member votes are to be counted according to the number of shares held. As soon as practicable following the Annual General Meeting, the results of the voting at the Annual General Meeting and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of each of the Resolutions will be announced via a regulatory information service.

9.              A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the Annual General Meeting. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.

10.           The Company must cause to be answered at the Annual General Meeting any question relating to the business being dealt with at the Annual General Meeting which is put by a member attending the Annual General Meeting, except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered or if to do so would involve the disclosure of confidential information.

11.           As at 20 August 2019 (being the last Business Day prior to the publication of this Notice of Annual General Meeting), the Company's issued share capital consists of 82,614,865 ordinary shares of 1p each with voting rights. Therefore, the number of total voting rights in the Company is 82,614,865.

12.           The contents of this Notice of Annual General Meeting and details of the total number of shares in respect of which members are entitled to exercise voting rights at the Annual General Meeting and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this Notice of Annual General Meeting will be available on the Company's corporate website: www.coralproducts.com.

13.           You may not use any electronic address provided in this Notice of Annual General Meeting to communicate with the Company for any purposes other than those expressly stated.

Financial Calendar

            Annual General Meeting                                 25 September 2019

                     Payment of Final Dividend                             N/A

                     Provisional - Interim results                            January 2020

Shareholder Information

Coral Products shareholders register is maintained by Share Registrars Limited who are responsible for updating the register, including details of shareholders' addresses. If you have a query about your shareholding in Coral Products, you should contact Share Registrars by telephone on 01252 821390, by email to [e-mail] or in writing to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR.

The Coral Products website at www.coralproducts.com provides news and details of the Group's activities plus information for Shareholders. The investor section of the website contains real time and historical share price data as well as the results and announcements

 

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