Chairman’s Statement
I am pleased to report that the Group has grown and made solid progress this year, a year in which we have absorbed the impact of the new national minimum wage and embarked upon a major investment programme that is starting to bear fruit.
Turnover for the year was GBP84.4m, which whilst decreasing slightly on last year, represents an increase of 4% in our continuing operations, as last year was the final year in which there was an effect from the sale of our Beer Co. Operating profit has increased by GBP0.6m or 5% on last year to GBP12.1m (2016: GBP11.5m).
Earnings per share is broadly flat at 7.7p (2016: 7.7p). During the year we have continued our strategy of investing in our core pub estate, inns and hotels, whilst continuing to sell poorer quality properties, repositioning our estate into assets that are fit for the future. In our interim results we reported that we have embarked upon a major investment programme to grow our core businesses. As a result of that net debt increased in the year from GBP34.1m at 31 March 2016 to GBP47.6m at 31 March 2017.
Strategy
The strategy of the Company is to own and operate freehold properties and offer superb hospitality in outstanding properties in great locations. During the year we brought Shire Hotels and Inns of Character together under the Thwaites umbrella to simplify how we present our properties to our customers and allow more structured development of our team members by facilitating movement between the different parts of the business.
Pubs – We own and support an estate of high quality tenanted pubs, run by dedicated and talented individuals, who are attracted by the support package and investment that we offer them to help them to realise their pub’s potential. Investment into our pubs is focused on creating sustainable, long term businesses with multiple income streams and strong food offerings. Where there is the potential and the demand we invest in letting bedrooms for our pubs to create an additional income stream to their restaurant and drinks businesses.
Inns – We have a small but growing number of high quality inns that each have their own identity and support local suppliers. Our inns showcase our own beers, offer fantastic local food and comfortable rooms. We will acquire and develop these larger managed properties which ideally will have bedrooms as well as offering excellent and exciting food and drink.
Hotels & Spas – Our collection of provincial hotels are individual in nature, but united by their welcome and service. We will continue to invest in the hotels to maintain them in good order, provide high levels of service to our guests and a warm welcome. We are looking to add to the number of hotels that we own through acquisition or new build.
Brewery – great beer is an important part of our heritage and customer offer. We are committed to continuing to brew fabulous beers and distribute them exclusively in our own properties. We are developing a new brewery on our new site so we can brew interesting craft beers as well as giving our customers the traditional ales that Thwaites is famous for.
Awards
In September 2016 we were delighted to be named AA Hotel Group of the Year 2016-17. It is the second time we have won the award, a feat only achieved by a small handful of hotel groups.
In March 2017 “13 Guns”, our craft American IPA, won a gold medal at the International Brewing Awards. We were delighted to receive this confirmation that, whilst our brewery is smaller than it was a few years ago, our brewers continue to produce world class award winning beers and ales for our customers to enjoy.
New Offices and Brewery
We finalised the plans for our new offices, brewery and stables during the year and were pleased in January 2017 to gain planning approval from the Ribble Valley planners. We are now on site in Mellor Brook and on track to relocate in 2018.
Our existing offices and brewery are housed on our site in the middle of Blackburn and will be until we move to the new site. Whilst we have a demolition licence for the old brewery complex, we will wait until we have vacated the buildings until proceeding with that, or any subsequent redevelopment or sale.
Acquisitions, developments and disposals
In March 2017 we acquired Middletons Hotel in York, a 56 bedroom property spread over six Grade II-listed buildings. The hotel is the largest single property within the city walls after the Minster, and has been built up by a local family over the past 40 years. We have plans to refurbish and develop the property which will allow us to make the most of the strong demand for bedrooms in York.
In April 2017 we acquired Langdale Chase Hotel, on the banks of Lake Windermere. Currently operating with 29 bedrooms, the property also has a number of ancilliary buildings and we believe that there is also scope to refurbish and develop this property. We will be working up plans over the first half of this year.
Last year’s acquisitions have all seen significant developments in the current year. The Crown at Pooley Bridge, The Royal at Heysham and the Boot and Shoe, Lancaster reopened in the second half of the year as managed properties together with The Lister Barn, a fantastic addition which has added eight bedrooms to The Lister Arms in Malham. All of these have got off to a successful start.
In November 2016 we launched Grill and Grain at The Boatyard, near Blackburn a managed pub with micro-brewery which traded very successfully through Christmas and into the New Year. Unfortunately a fire broke out at the property in March 2017 and a full rebuild will be required. Whilst we are insured for the costs associated with the fire and any consequential loss of profits it is likely that the design, planning and rebuild will mean that the pub will not be open and trading again until 2018.
Last year we received planning permission for a new 54 bedroom lodge adjoining the Parsons Collar pub in Fareham, adjacent to the Solent Hotel & Spa. This has been a major project that has been under construction for much of this year and is due to open in June 2017.
In March 2016 we acquired the Beverley Arms in the East Riding of Yorkshire which has remained closed for the whole year whilst we finalised plans for its redevelopment. I am pleased to report that following some delays with the planners we have now received planning consent and the development work has started. This is a significant project costing over GBP6m, due to complete in April 2018, which will provide us with 38 bedrooms, a restaurant and pub in the heart of Beverley’s Georgian Quarter.
Last year and the one to come will have seen significant investment as we have sought to reinvest the proceeds from the sale of our Beer Co. We continue to look for new properties to acquire although with the number of projects and level of investment currently in hand we will be selective. During the year we have sold 16 pubs from the bottom end of our estate and 2 plots of land for residential development at a small profit.
Dividend
An interim dividend of 1.10p (2016: 1.10p) was paid in January 2017 and the Board recommends a final dividend of 3.36p (2016: 3.36p). The Board will keep the level of dividend under review, and assess the level of future dividends in light of company performance.
Board
I was delighted that Nick Mackenzie joined the Board during the year as a non-executive director. Nick is currently the Managing Director of Merlin Entertainments plc’s Midway Attractions Operating Group, which operates over 100 attractions across 21 countries. His insight will be helpful as we continue to develop our customer offer.
People
We are lucky to have excellent teams operating across all areas of the business and our strong family values and progressive attitude continue to attract wonderful people and exciting new talent to the company.
In the last year we used the adoption of National Living wage legislation as a catalyst to address pay rates across all areas of the business, and to distance ourselves from the minimum wage. This has helped us to continue to attract, recruit and retain engaged and motivated employees.
I would like to thank all our staff, customers, suppliers and shareholders for their support over the past year and wish everyone well for the year ahead.
Outlook
The financial year has begun with some initial signs of a consumer slowdown and growing political uncertainty as we enter negotiations for the UK to leave the European Union. Fortunately our businesses are well invested and we benefit from an increasing diversity in our customer base across our pubs, inns and hotels which should provide a level of resilience to our performance. Furthermore the current weakness of sterling relative to the past few years should help to support our accommodation business.
The investments that we have made over the last few years are trading successfully and this gives us confidence about the major investment programme that we are currently embarked upon.
The Company is in a strong financial position and has entered a period of investment and growth. The outlook is positive and I am confident that in the absence of any unforeseen shocks the forthcoming year will see us make further progress.
| Mrs Ann Yerburgh – Chairman 6 June 2017 |
Operating Review
Overview
The year once again saw all areas of the business increase sales year on year. Despite the challenges introduced from the implementation of the National Living Wage and the vote to leave the European Union the operating profits of the Company moved forward by 5% to GBP12.1m
At the half year we launched a new website, structured under a new, less corporate, brand hierarchy. The purpose of this was to enhance the individuality of our inns and hotels and allow them to sit comfortably in their local markets, playing to an increasing demand for an offering that is different to the mass market brands.
During the year we adopted the National Living Wage and absorbed the costs associated with this, which were significant, particularly in the hotel business. At the same time we also distanced all pay bands across the company from the National Minimum Wage, which we believe will help us to attract and retain great people. We undertook our second company-wide engagement survey and it was pleasing that the actions that we have taken over the past year to improve how we reward and communicate with our employees have resulted in higher levels of engagement in all areas. The Company is placed in the top quartile of all UK employers on this measure.
Our strategy remains focused on our pubs, inns and hotels and we have plans to continue to invest in them to underpin our future growth.
Pubs
We own a freehold estate of approximately 260 tenanted pubs. Our pub estate encompasses community locals to destination food led pubs in both rural and town centre locations, ranging geographically from Cumbria to the Midlands, and from North Wales to Yorkshire.
Our strategy has been consistent in recent years, focusing on the quality pubs within the estate, investing in them alongside proven operators to expand and improve the premises with a focus on establishing good quality food offerings and where possible the development and refurbishment of bedrooms. Our strategy has been wholly focused on creating an estate of sustainable, growth businesses with diversified income streams. This has meant that the number of pubs within the estate has reduced significantly over the past few years, with 16 pubs being sold this year. The core estate is now of a much higher quality with more resilient earnings and less tenant churn.
Our trading started the first half of the year strongly, however from October onwards we entered a period of more sluggish sales that did not pick up again until the spring. One of the key metrics that we use to monitor the performance of the pubs is average EBITDA per pub and this increased during the year by 6%.
Our ability to attract determined and talented operators to run our pubs has continued and each year we undertake a survey to understand how our tenanted customers view us as a business partner and benchmark our performance against the market. There are a number of critical factors that contribute to our success, the key ones being the values of our organisation, the locations and quality of our properties and the support that we provide our tenanted customers to make their businesses a success, both by way of investment and business advice. We were pleased to see that on an independent, benchmarked basis we improved our performance year on year and were ranked third in the UK as a company that people would like to partner with in running a pub. At the year-end only four of our pubs had a recruitment need, equating to less than 2% of the estate.
During the year we completed 23 development projects at a cost of GBP2.1m, and we continued to make returns ahead of our hurdle rate of 20%. Major projects in the year have been completed at the Bonny Inn, near Blackburn, The Queens at Warwick upon Eden, The George at Torrisholme and The Summit at Littleborough – all of these are trading at, or ahead of, expectations.
The sustained strategy of investment in our pubs over recent years means that the pub estate is in good order, and whilst like any property business there will be an ongoing cost to maintain its condition, we are arriving at a position where the opportunity for significant investment in large schemes in the tenanted pub estate is becoming more limited.
In addition to our tenanted pub investments we have invested in a number of pub schemes which are more costly and where it is more difficult to partner with a third party operator. As a result we have started to manage these pubs ourselves, alongside our Inns.
In November 2016 we opened the Grill and Grain at The Boatyard in Hoghton, which featured an open grill and a microbrewery. Trading at this canal side property was extremely encouraging, with some particularly busy weeks through the Christmas period and into the spring and the prospects for the summer were extremely good with the addition of a large outside terrace. Unfortunately a fire broke out at the property in March 2017 and as a result a full rebuild is required. The success of the customer offering means that we will rebuild the pub along the same lines, and whilst we have comprehensive insurance it is unlikely to reopen until 2018.
Other large investments in managed pubs have been made at the Boot and Shoe, in Lancaster and The Royal at Heysham – both of which we acquired last year. The Boot and Shoe launched in November 2016 and has traded better than expected since and The Royal launched after the year end following a full refurbishment including the addition of 11 new bedrooms. Each of these will make a full contribution in the current year.
Whilst we did not acquire any pubs in the year, we continue to look to add into our business good quality tenanted pubs with balanced income streams that we can either absorb into our existing tenanted estate or make significant investment to reposition as a managed operation.
Inns
We own and manage a small portfolio of ‘Inns of Character’ and continue to seek high quality properties in outstanding locations to develop this collection. Our Inns have a busy bar at the hub, a home cooked food offering and high quality, comfortable accommodation – they focus on providing outstanding hospitality and offer an attractive and more personal alternative to the mid-market branded chains.
The significant progress made in 2015 and 2016 in building this small business has been sustained into this last year and sales increased by 5% compared to 2016, with operating profits broadly level. Given the challenges of wage inflation derived from the National Living Wage and the adjustments that we made to our pay scales to get away from the minimum wage this is a satisfactory performance.
During the year we carried out a redevelopment to the Lister Barn, a derelict retail unit that we purchased in Malham in 2016. This has been launched with eight letting bedrooms configured around a communal living area and six staff bedrooms, together with a large car park. It has proved to be extremely popular, especially with groups and families who like to take over the whole barn and use the pub for their food and drink needs – forward bookings for the coming year are extremely encouraging.
The other major project in the inns was the redevelopment of the Crown Inn at Pooley Bridge, where we added a large dining room, roof terrace and 18 bedrooms to the pub together with a new kitchen and bar. The property has been transformed and relaunched in March 2017, since when its takings have exceeded expectations. We look forward both in Malham and Pooley Bridge to the summer months and the contribution that these investments will make in the coming year.
In February 2016 we acquired the Beverley Arms in East Yorkshire. This property has been closed for the whole year and after some delays with local planners is currently being completely renovated. This is the largest project we have done so far in the inns and it has sparked huge local interest, we plan that it will open in the spring of 2018.
After a period of significant investment the coming year will be another important one of growth for our Inns. We have found over the past few years that we have been attracted to larger projects, and this has meant that we are likely to grow the number of Inns more slowly than we had at first thought. In the coming year much of our resources will be spent on the project at the Beverley Arms and the timescale of the growth of the Inns estate has been drawn out. However we will continue to look for new opportunities and will make further acquisitions which we believe are attractive.
Hotels & Spas
We own and operate nine hotels which are geographically spread across the north and south of England. Our hotels are positioned towards the premium end of the market and most have leisure and spa facilities. They are all different, and we wish to develop them to promote the individual character of each hotel in its local area, supported by a great food and drink offering with local nuances. Our vision, similar to our Inns, is to create a collection of interesting, characterful contemporary hotels, that are the best in their local area.
The provincial hotel market continued to grow over the year and there has been significant transactional activity from investors who have acquired and built new properties, attracted by the industry’s long term growth dynamics. During the year our hotels grew their sales by 5%, assisted by the investment last year in 30 new bedrooms at Cottons Hotel & Spa.
Last year we drew up individual design plans for each of our hotels and embarked upon an accelerated three to four year room refurbishment programme. This important initiative will allow us to keep pace with the market, improve our room rates and underpin our future performance. During the year we refurbished 150 bedrooms, and whilst this meant that there was some unavoidable disruption to room sales, which resulted in occupancy being flat year on year, it also meant that we are able to grow our room rates by 3%. Our operating profits also grew by 3% year on year.
In response to the costly impact of the National Living Wage we have undertaken a review of the whole of our hotel operation to redesign working practices and access efficiencies without compromising guest service. This project is underway and we hope that it will have a positive impact in the current year.
In September 2016 we were delighted to be named AA Hotel Group of the Year 2016-17. The award is presented to hotel groups that have a proven track record of providing the very best levels of service, food and accommodation across a number of properties. It is the second time we have won the award, a feat only achieved by a small handful of hotel groups.
In March 2017 we acquired Middleton’s Hotel in York, a 56 bedroom property on Skeldergate, close to the city centre. We have been encouraged by the performance of the hotel since we have acquired it and believe that we have scope to improve the financial performance through operational improvements. As we did elsewhere last year, we are currently drawing up a design plan for the hotel to provide a framework for us to develop it thoughtfully over the next few years. Following the year end we also acquired Langdale Chase, a 29 bedroom hotel on the shores of Lake Windermere, which will also be developed in due course.
Last year we disclosed our plans to build a 54 bedroom lodge adjoining the Parson’s Collar pub, adjacent to the Solent Hotel & Spa, Fareham. We had expected to be open by Easter 2017, however after some delays over the winter the new lodge and enlarged pub will now open in June 2017. Local interest in the Lodge at Solent has been strong and initial enquiries and bookings are encouraging.
Brewery
We continue to operate our small craft brewery in Blackburn. This allows us to produce a range of seasonal and craft beers exclusively for sale in our own pubs, inns and hotels. We believe that this gives us a point of difference over other pub owning companies.
We were delighted to be awarded a gold medal for our 13 Guns cask ale at the International Brewing Awards in March 2017. This international competition is judged by a panel of industry professionals and congratulations should go to our brewers who continue a long history of brewing great tasting, award winning and popular ales.
Summary and outlook
The last year has been an extremely busy one, with investment in a good number of large and high quality investment schemes. The returns from this will partially be felt in the current year. However, the full year effect of this activity will not be felt until 2018 due to the timing of the completion of some of the projects. The works at the Beverley Arms together with the acquisitions of Middletons and Langdale Chase made later in the year mean that our development pipeline is healthy.
Our priority this year will be to deliver those investment schemes that we have in hand, and exploit operational efficiencies where possible from our existing operations. At the same time we will look to identify further opportunities to acquire outstanding properties to grow the business for the future.
Financial Review
Results
Turnover for the year ended 31 March 2017 decreased by GBP0.2m to GBP84.4m due to the disposal of the major part of Thwaites Beer Co to Marston’s PLC at the beginning of the previous year. Turnover from continuing operations increased by 4% from GBP81.4m to GBP84.4m.
Operating profit increased by 5% to GBP12.1m. Whilst operating profit from continuing operations increased by 6%.
The measurement of the interest rate swaps at fair value resulted in a charge of GBP2.6m (2016: GBP2.6m).
Profit before taxation for the year increased by 19% to GBP5.7m (2016: GBP4.8m).
Business Review
The key issues facing the Group are covered in the Chairman’s Statement and Strategic Report. The KPI’s used by the Group to monitor its overall financial position can be summarised as follows:
| 2017 | 2016 | |
| Group | GBP’m | GBP’m |
| Turnover Turnover (continuing operations) |
84.4 84.4 |
84.6 81.4 |
| EBITDA | 18.9 | 18.4 |
| Depreciation | 6.8 | 6.9 |
| Operating profit | 12.1 | 11.5 |
| Profit before tax | 5.7 | 4.8 |
| Net debt | 47.6 | 34.1 |
| Earnings per share (pence) | 7.7 | 7.7 |
| Pubs and Inns | ||
| GBP’m | GBP’m | |
| Revenue | 45.7 | 44.4 |
| EBITDA | 15.9 | 15.9 |
| Depreciation | 3.6 | 3.8 |
| Operating profit (before Group central charges) | 12.3 | 12.1 |
| Average number Tenanted Managed |
265 10 |
285 |
| Hotels & Spas | ||
| GBP’m | GBP’m | |
| Revenue | 38.7 | 37.0 |
| EBITDA | 10.0 | 9.8 |
| Depreciation | 2.8 | 2.8 |
| Operating profit (before Group central charges) | 7.2 | 7.0 |
| Average number Hotels Lodges |
6 1 |
The principal non-financial indicators monitored by management are:
Pubs and Inns
Utility indices, beer quality, health and safety incidents, beer volumes and tenant recruitment.
Hotels
Room occupancy rates, customer complaints, health and safety incidents, spa memberships and wedding and event numbers.
Interest rate swaps measured at fair value
The Group has interest rate swaps for GBP55m which are recognised as a financial liability. During the year ended 31 March 2017 the movement in the fair value of the interest rate swaps resulted in a charge to the profit and loss account of GBP2.6m (2016: GBP2.6m)
Interest payable
Net interest payable was GBP3.0m (2016: GBP3.0m) as loan capital remained at GBP45m for most of the year.
Taxation
The tax charge on profit for the year was GBP1.2m, an effective rate of 21.0%.
Earnings per share
The earnings per share was the same as the previous year at 7.7p.
Dividends
An interim dividend of 1.10p has been paid and the Board recommends a final dividend of 3.36p, which will make a total of 4.46p for 2017 (2016: 4.46p).
Cash Flow and Financing
The Group’s net borrowing increased by GBP13.5m, from GBP34.1m at 31 March 2016 to GBP47.6m at 31 March 2017 due to capital expenditure.
The Group made deficit contributions to the defined benefit pension schemes of GBP2.2m (2016: GBP2.8m). Whilst these schemes were closed in August 2009, the Group is committed to funding the deficit on the scheme which was GBP39.1m, before tax, at 31 March 2017, an increase of GBP5.8m from GBP33.3m at 31 March 2016.
The Group has GBP45m of long term debt, GBP5m of bank loans and cash balances of GBP2.4m at 31 March 2017. During the year the Group put in place new three year bank facilities of GBP30m to meet the requirements of the Group’s capital investment plans.
Property
During the year we sold 16 pubs and two plots of land for residential development for a total of GBP3.2m generating a profit against book value, after disposal costs, of GBP0.3m.
| In line with our accounting policy, 20% of our properties were subject to a formal revaluation, and additionally an impairment review was carried out on the rest of our property estate. This resulted in no overall change to the total value of our property portfolio, as GBP0.1m was charged to the profit and loss account and there was a GBP0.1m increase to the revaluation reserve. |
Treasury policy and Financial risk management
Treasury policies are subject to Board approval. All borrowings are in sterling and comprise a mixture of fixed interest loans and facilities carrying LIBOR related floating rates. The Group has interest rate swaps for GBP55m where it is committed to pay the difference between LIBOR and fixed interest rates. At 31 March 2017 a financial liability of GBP21.8m has been recognised in respect of these interest rate swap contracts.
Kevin Wood
Finance Director
6 June 2017
EXTRACT FROM AUDITED FULL FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 MARCH 2017
GROUP PROFIT AND LOSS ACCOUNT
| 2017 GBP’m |
2016 GBP’m |
2016 GBP’m |
2016 GBP’m |
||||||||
| Total | Continuing operations | Discontinued operations | Total | ||||||||
| Turnover | 84.4 | 81.4 | 3.2 | 84.6 | |||||||
| Cost of sales | (62.1) | (59.3) | (2.4) | (61.7) | |||||||
| Gross profit | 22.3 | 22.1 | 0.8 | 22.9 | |||||||
| Distribution costs | (3.2) | (4.6) | (0.5) | (5.1) | |||||||
| Administrative expenses | (7.0) | (6.1) | (0.2) | (6.3) | |||||||
| Operating profit | 12.1 | 11.4 | 0.1 | 11.5 | |||||||
| Property disposals | 0.3 | (0.2) | – | (0.2) | |||||||
| Profit before interest | 12.4 | 11.2 | 0.1 | 11.3 | |||||||
| Net interest payable Loss on interest rate swaps measured at fair value |
(3.0) (2.6) |
(3.0) (2.6) |
– | (3.0) (2.6) |
|||||||
| Finance charge on pension liability | (1.1) | (0.9) | – | (0.9) | |||||||
| Profit on ordinary activities before taxation | 5.7 | 4.7 | 0.1 | 4.8 | |||||||
| Taxation on profit for the year | (1.2) | (0.2) | – | (0.2) | |||||||
| Profit on ordinary activities after taxation | 4.5 | 4.5 | 0.1 | 4.6 | |||||||
| Dividends : | 2017 | 2016 | ||
| Ordinary paid per share 1.10p (2016 – 1.10p) | 0.6 | 0.7 | ||
| Ordinary recommended per 25p share 3.36p (2016 – 3.36p) | 2.0 | 2.0 | ||
| Earnings per ordinary share | 7.7p | 7.7p |
The final dividend of 3.36p per ordinary share in respect of the year ended 31 March 2017 will be paid on 18 July 2017 to shareholders on the register at 23 June 2017.
DANIEL THWAITES PLC
GROUP BALANCE SHEET
AT 31 MARCH 2017
| 2017 GBP’m |
2016 GBP’m |
|
| _____________________________________________________________________________ | ________ | ________ |
| Fixed Assets | ||
| Tangible assets | 270.9 | 255.8 |
| Investments _____________________________________________________________________________ |
3.2 ________ |
3.4 ________ |
| 274.1 | 259.2 | |
| Current assets | ||
| Stocks | 0.6 | 0.6 |
| Trade and other debtors | 12.1 | 11.7 |
| Cash at bank and in hand _____________________________________________________________________________ |
2.4 ________ |
10.9 ________ |
| 15.1 | 23.2 | |
| Creditors due within one year | ||
| Trade and other creditors _____________________________________________________________________________ |
(12.1) ________ (12.1) |
(13.0) ________ (13.0) |
| Net current assets _____________________________________________________________________________ |
3.0 ________ |
10.2 ________ |
| Total assets less current liabilities | 277.1 | 269.4 |
| Creditors due after one year _____________________________________________________________________________ |
(71.8) ________ |
(66.2) ________ |
| Net assets excluding pension liability _____________________________________________________________________________ |
205.3 ________ |
203.2 ________ |
| Net pension liability _____________________________________________________________________________ |
(39.1) ________ |
(33.3) ________ |
| Net assets including pension liability _____________________________________________________________________________ |
166.2 ________ |
169.9 ________ |
| Capital and reserves | ||
| Called up share capital | 14.7 | 14.7 |
| Capital redemption reserve | 1.1 | 1.1 |
| Revaluation reserve | 78.5 | 79.2 |
| Profit and loss account | 71.9 | 74.9 |
| _____________________________________________________________________________ | ________ | ________ |
| Equity shareholders’ funds _____________________________________________________________________________ |
166.2 ________ |
169.9 ________ |
DANIEL THWAITES PLC
GROUP CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2017
|
____________________________________________________________________________ |
2017 GBP’m ________ |
2016 GBP’m _________ |
| Cash flow from operating activities | 15.0 | 19.8 |
| Tax refunded | 0.1 | 0.9 |
| Cash flow from financing activities | – | (24.3) |
| Cash flow from investing activities | (21.0) | 14.2 |
| Equity dividends paid ____________________________________________________________________________ |
(2.6) ________ |
(2.7) ________ |
| (Decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year ____________________________________________________________________________ Cash and cash equivalents at end of year Loan capital ____________________________________________________________________________ Net debt |
(8.5) 10.9 ________ 2.4 (50.0) ________ (47.6) |
7.9 3.0 _________ 10.9 (45.0) _________ (34.1) |
| Reconciliation of net cash flow to movement in net debt | ||
| (Decrease) increase in cash | (8.5) | 7.9 |
| Cash flow from (increase) decrease in debt ____________________________________________________________________________ |
(5.0) ________ |
18.5 ________ |
| (13.5) | 26.4 | |
| Net debt at beginning of year ____________________________________________________________________________ |
(34.1) ________ |
(60.5) ________ |
| Net debt at end of year ____________________________________________________________________________ |
(47.6) ________ |
(34.1) ________ |
Notice of Meeting
Notice is hereby given that the Annual General Meeting of the Company will be held at The Solent Hotel and Spa, Rookery Avenue, Whiteley, Fareham, PO15 7AJ on Thursday 13 July 2017 at 12.00 noon for the transaction of the following business:
Ordinary Business
To consider, and if thought fit, pass the following resolutions which will be proposed as ordinary resolutions.
1. To receive and adopt the accounts for the year ended 31 March 2017 and the reports of the directors and the auditor, and to approve and declare a final dividend for the year ended 31 March 2017
2. To re-elect Mr MJ Barnes as a director
3. To re-elect Mr N Mackenzie as a director
4. To approve and confirm the remuneration of the directors for the year ended 31 March 2017
5. To reappoint KPMG LLP as auditor and authorise the directors to determine their remuneration
Special Business
To consider, and if thought fit, pass the following resolutions of which resolutions 6 and 8 will be proposed as ordinary resolutions and resolution 7 as a special resolution.
6. THAT, for the purposes of section 551 of the Companies Act 2006 (the Act) the directors of the Company be and are hereby generally and unconditionally authorised to exercise all powers of the Company to allot equity securities (within the meaning of section 560 of the Act) up to an amount equal to the aggregate nominal amount of the authorised but unissued share capital of the Company provided that this authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the next annual general meeting of the Company, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors of the Company may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
This authority is in substitution for any and all authorities previously conferred upon the directors for the purposes of section 551 of the Act, without prejudice to any allotments made pursuant to the terms of such authorities.
7. THAT, subject to the passing of resolution 6 above, the directors of the Company be and are hereby empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) pursuant to the authority conferred by resolution 6 above as if section 561 of the Act did not apply to any such allotment provided that the power conferred by this resolution shall be limited to:
i. the allotment of equity securities for cash in connection with an issue or offer of equity securities (including, without limitation, under a rights issue, open offer or similar arrangement) to holders of equity securities in proportion (as nearly as may be practicable) to their respective holdings of equity securities subject only to such exclusions or other arrangements as the directors of the Company may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange in any territory; and
ii. the allotment (otherwise than pursuant to resolution 7.1) of equity securities for cash up to an aggregate nominal amount of GBP734,375.
The power conferred by this resolution 7 shall expire (unless previously renewed, revoked or varied by the Company in general meeting), at such time as the general authority conferred on the directors of the Company by resolution 6 above expires, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors of the Company may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
8. To authorise the Company generally and unconditionally to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 25 pence each in the capital of the Company provided that:
i. the maximum aggregate number of ordinary shares that may be purchased is 5,875,000. Representing 10% of the issued share capital of the Company;
ii. the minimum price (excluding expenses) which may be paid for each ordinary share is 25 pence.
iii. the maximum price (excluding expenses) which may be paid for each ordinary share is an amount equal to 105 per cent of the average of the middle market quotations for an ordinary share of the Company (as derived from the ICAP Securities & Derivatives (ISDX) website) for the five business days immediately preceding the day on which the purchase is made; and
iv. unless previously renewed, varied or revoked, the authority conferred by this resolution shall expire at the earlier of the conclusion of the Company’s next Annual General Meeting and the date which is six months from the end of the Company’s next financial year save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority.
NOTES
Resolution 6 – Authority to allot relevant securities
The Company requires the flexibility to allot shares from time to time. The directors are limited as to the number of shares they can at any time allot because allotment authority continues to be required under the Companies Act 2006 (the Act).
Accordingly, resolution 6 would grant this authority (until the next Annual General Meeting or unless such authority is revoked or renewed prior to such time) by authorising the directors (pursuant to section 551 of the Act) to allot relevant securities up to an amount equal to the aggregate nominal amount of the authorised but unissued share capital of the Company as at 31 March 2017. The directors believe it to be in the interests of the Company for the Board to be granted this authority, to enable the Board to take advantage of appropriate opportunities which may arise in the future.
Resolution 7 – Disapplication of statutory pre-emption rights
This resolution seeks to disapply the pre-emption rights provisions of section 561 of the Act in respect of the allotment of equity securities for cash pursuant to rights issues and other pre-emptive issues, and in respect of other issues of equity securities for cash up to an aggregate nominal value of GBP734,375, being an amount equal to approximately 5 per cent of the current issued share capital of the Company. If given, this power will expire at the same time as the authority referred to in resolution 5. The directors consider this power desirable due to the flexibility afforded by it.
Resolution 8 – Authority to make market purchases of shares
Resolution 8 seeks authority for the Company to make market purchases of its own ordinary shares. If passed, the resolution gives authority for the Company to purchase up to 5,875,000 of its ordinary shares, representing 10 per cent of the Company’s issued ordinary share capital.
Resolution 8 specifies the minimum and maximum prices which may be paid for any ordinary shares purchased under this authority. The authority will expire at the conclusion of the Company’s next Annual General Meeting in 2018 or, if earlier, the date which is six months from the end of the Company’s financial year which commenced on 1 April 2017.
Any shares purchased under this authority will be cancelled. As a member of the Company entitled to attend and vote at the meeting convened by this notice you are entitled to appoint another person as your proxy to exercise all or any of your rights to attend and to speak and vote in your place at the meeting. Your proxy need not be a member of the Company.
You may appoint more than one proxy in relation to the meeting convened by this notice provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. You may not appoint more than one proxy to exercise rights attached to any one share.
By order of the Board Mrs S. I. Woodward, A.C.I.S.