Cogstate
Annual Report 2007

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AA nn nn uu aa ll RR ee pp oo rr tt 22 00 00 77 D i r e c t o r s a n d O f f i c e r s Directors B. J. Cooke, AdvDipNFC, MIBritF Chairman D. J. Gawthorpe, BSc (Hons), MIBritF Chief Executive J. C. Roby, FCA Finance Director M. A. Lewis Managing Director, CNC Speedwell Ltd G. Cooper Managing Director, William Lee Ltd A. J. Smith, MIBritF, IEng Non-executive C. P. King, FCA Non-executive G. B. Wainwright, MIMgt, MIEx, FRSA Non-executive Secretary and J. C. Roby, FCA Registered Office Lichfield Road, Registrars Auditors Solicitors Bankers Stockbrokers Brownhills, West Midlands, WS8 6JZ Tel: 01543 374341 Fax: 01543 377483 Web: www.castings.plc.uk Capita Registrars Northern House, Woodsome Park, Fenay Bridge, Huddersfield. West Yorkshire, HD8 0LA Tel: 0870 162 3100 Fax: 020 8658 3430 BDO Stoy Hayward LLP Chartered Accountants 125 Colmore Row, Birmingham, B3 3SD Enoch Evans (incorporating Kenneth Cooke & Co.) St Paul’s Chambers, 6/9 Hatherton Road, Walsall, West Midlands, WS1 1XS Pinsent Masons 3 Colmore Circus, Birmingham, B4 6BH HSBC Bank plc High Street, Brownhills, West Midlands, WS8 6HJ Arden Partners Arden House, Highfield Road, Edgbaston, Birmingham, B15 3DU Registered No. 91580 A n n u a l R e p o r t 2 0 0 7 1 D i r e c t o r s Executive Directors Non-Executive Directors Brian Cooke Gerard Wainwright Aged 67, he joined the company in 1960 Aged 57, he was appointed a director in after attending foundry college and 1998 and is the senior independent serving an engineering apprenticeship. He director. He is chairman of Turmarine S.A. worked in all departments of the and has been chief executive of a wide company and was appointed a director in range of manufacturing companies for 1966, becoming joint managing director over twenty years together with in 1968 and managing director in 1970. continuous international experience. He is He has been Chairman since 1983. chairman of the remuneration committee Chris Roby Aged 59, he joined the company in 1988 and a member of the audit and nomination committees. as company secretary and was appointed Paul King finance director later in that year. Prior to Aged 70, he was appointed a director in that date he had been working in a 1998. He retired from practice as a professional accounting firm specialising partner with Coopers & Lybrand and is a in manufacturing and international member of the Boards of Claverley companies. David Gawthorpe Aged 45, he joined the company in 1984 and became local technical director at Brownhills in 1994. He was appointed a director in 2003 and became chief Company and Thomas Walker plc. He is chairman of the audit committee and is regarded as the financial expert of that committee and is also a member of the remuneration and nomination committees. executive in April 2007 and is the director Tony Smith with environmental responsibility. Aged 60, he joined the company in 1962 Mark Lewis Aged 43, he joined CNC Speedwell in 1990 becoming their managing director in 1996. He has overseen the machining requirements for the group and was appointed a director in 2003. Graham Cooper Aged 53, he joined William Lee in 1977 becoming operations director there in 2003 and their managing director on 1st January 2005. and became a director in 1985, ultimately being managing director at Brownhills. In 2004 he retired from executive duties. His continuing involvement is invaluable to the company with his experience in foundry production and human relations. He adds to the existing strength of our non-executive directors. He is a member of the audit, remuneration and nomination committees. 2 A n n u a l R e p o r t 2 0 0 7 C h a i r m a n ’ s S t a t e m e n t Turnover has increased from £76.7m to £86.2m and profits are up from £12.70m to £13.06m compared to last year. Employees The success of the company is only possible with the enthusiasm and loyalty of all our employees. On behalf of the board and the shareholders I would like to express our sincere appreciation to them. Board changes On 2nd April 2007 David Gawthorpe was appointed Chief Executive of the company. He joined the company in 1984 and has held a series of senior positions including Managing Director at our Brownhills foundry. I am confident that with the support of our directors and employees the company will continue to prosper under his leadership. Prospects The demand for castings and finished products continues at a high level, but world competition makes for a very competitive market. We are confident that our commitment to supply on time with excellent quality will benefit our customers and ourselves now and in the future. B. J. COOKE Chairman 20th June 2007 An interim dividend of 2.58 pence per share was paid in January 2007. Your board recommends a final dividend of 6.94 pence per share compared with 6.67 pence per share last year. The results have been affected by delayed recovery of raw material costs and rapid increases in energy prices from 1st October 2006. These factors were reported last year and again in the interim statement in November. Foundry production We have again enjoyed a sustained high demand from our period of customers both at Castings Brownhills and William Lee but, despite improved productivity and quality, our margins have reduced again due to increases in raw material prices, energy prices and employment costs, coupled with inflationary increases in almost all items we purchase that have not yet been recovered. This will have to be addressed in the future in order to improve profitability and returns on our investments. We will continue with investments in the foundries to improve productivity and one such improvement is to be made to one of our moulding lines at Brownhills. CNC Speedwell The moving of the machine shop from the Fradley Park site to Brownhills was completed last August and the move has proved to be of great benefit to the management of CNC Speedwell and to the more efficient running of the business. The turnover at CNC increased by well over 30% during the year and the profits improved, which again has justified our considerable investment in this facility, but immediate capital expenditure will reduce. We expect turnover to continue to increase during this financial year. A n n u a l R e p o r t 2 0 0 7 3 B u s i n e s s a n d F i n a n c i a l R e v i e w Turnover increased by 12.4% to £86.2 Despite ending the year with less The pension valuation under IAS19 million, of which 65% was exported. The cash, the rise in interest rates helped showed a surplus of £4.3 million but, as dispatch weight of castings to outside increase finance income by £357,000 to accounting practices recommend, this customers was 53,500 tonnes which was £1,497,000, an increase of 31%. Cash has not been shown as an asset due to an increase of 3,000 tonnes from the outflow included £9.6 million (2006: £4.3 future uncertainties surrounding its previous year. The group produced million) on capital equipment, particularly realisation. 56,000 tonnes of castings compared to for CNC Speedwell, and £4.4 million 52,500 tonnes last year. CNC Speedwell being the balance paid into the final increased its turnover by 36%. salary pension schemes as mentioned in last year’s report. This has also helped to produce a lower tax bill. Unfortunately, significant cost increases, in particular unrecovered raw material and electricity costs, resulted in profit from operations only being the same as last year, and reducing the operating margin to 13.4% from 15.1%. Our policy of continual improvement and investment has, however, reduced the number of hours it takes to produce one tonne of castings, mitigating the fall in the margin. The directors are recommending an increase of 4% in the final dividend that will be paid in August which, with the interim dividend paid in January, will result in the return of £4.15 million to shareholders. 4 A n n u a l R e p o r t 2 0 0 7 D i r e c t o r s ’ R e p o r t The directors submit their Annual Report and the Audited Accounts for the year ended 31st March 2007. Directors The present directors of the company are listed on page 1 and their interests in the shares of the company are shown below. The interests of directors in the ordinary share capital at the beginning and end of the Trading activities year were: supplies Castings P.L.C. spheroidal graphite iron castings to a variety of manufacturing industries from its fully mechanised foundries at Brownhills. William Lee Limited supplies spheroidal graphite iron castings from Dronfield, Sheffield and CNC Speedwell Limited is a machinist operation. There were no significant changes in the principal activities of these companies during the year, which are considered to be one class of business only. The progress of these companies is recorded in the during the year accounts and the chairman’s statement on page 3. Dividends An interim dividend of 2.58 pence per share was paid on 12th January 2007. The directors now recommend a final dividend of 6.94 pence per share payable on 17th August 2007, making a total distribution of 9.52 pence for the year. Share capital The movements in the share capital of the company during the year are shown in note 16 on page 24. B. J. Cooke A. J. Smith J. C. Roby C. P. King G. B. Wainwright D. J. Gawthorpe M. A. Lewis G. Cooper Beneficial Holdings 2007 1,950,986 113,079 128,190 — — 26,357 3,025 — 2006 1,950,986 113,079 128,190 — — 26,357 3,025 — There have been no changes in the shareholdings of directors between 31st March 2007 and 8th June 2007. The following directors retire under the provisions of the Articles of Association and, being eligible, offer themselves for re-election: D. J. Gawthorpe M. A. Lewis C. P. King } by rotation The unexpired period of the contracts of service for D. J. Gawthorpe and M. A. Lewis is one year. Mr C. P. King does not have a contract of service. The company has made qualifying third-party indemnity provisions for the benefit of its directors which were made during the year and exist at the date of this report. Substantial shareholdings The directors have been notified that the following investors, including directors, held interests in 3% or more of the company’s issued share capital at 31st March 2007 and 8th June 2007: Aberforth Partners’ Clients Hunter Hall Value Growth Trust B. J. Cooke Hamstall Investments Inc. Rathbone Investment Management Ltd Legal & General Group plc Business review Number 6,147,271 4,640,826 1,950,986 1,800,000 1,600,000 1,516,376 % 14.1 10.6 4.5 4.1 3.7 3.5 The Chairman’s Statement on page 3, the Business and Financial Review on page 4, the Corporate Governance Statement on page 7, and the Notes to the Accounts on pages 17 to 25 provide detailed information relating to the group, the operation and development of the business and the results and financial position for the year ended 31st March 2007. Future prospects Future prospects are dealt with in the Chairman’s Statement on page 3. A n n u a l R e p o r t 2 0 0 7 5 D i r e c t o r s ’ R e p o r t Special business There will be three items of Special Business at the Annual General Meeting. Directors’ authority to allot shares for a special Approval will be sought resolution to renew the authority given to the directors to allot shares in the company. The present authority was granted on 15th August 2006 and under Section 80 of the Companies Act must be renewed at least every 5 years. Authority will also be sought from shareholders to allow the directors to issue new shares for cash to persons other than to existing members up to a maximum nominal amount of £218,160, being approximately 5% of the current issued share capital. Both Authorities are to be for the period commencing on the date of passing of the Resolution until 13th August 2012 but will be put to annual shareholder approval. The proposed Resolutions are set out as items 8 and 9 in the Notice of Meeting. Authority to purchase own shares At the Annual General Meeting in 2006, the board was given authority to purchase and cancel up to 4,358,844 of its own shares representing 9.99% of the company’s existing shares, through market purchases on The London Stock Exchange. The maximum price to be paid on any exercise of the authority was restricted to 105% of the average of the middle market quotation for the shares for the five dealing days immediately preceding the day of a purchase. The minimum price which may be paid for each share is 10 pence. The current authority to make market purchases expires at the forthcoming Annual General Meeting. The directors are now seeking the approval of shareholders for the renewal of this authority upon the same terms, save that the authority is now sought to allow the company to purchase and cancel up to 4,358,844 of its own shares, representing 9.99% of its issued share capital at 31st March 2007. The authority is sought by way of a special resolution, details of which are also included in the notice of the meeting as item 10. This authority will only be exercised if the directors, in the light of market conditions prevailing at the time, expect it to result in an increase in future earnings per share, and if it is in the best interests of shareholders generally. Fixed assets The market value of the group’s interests in land cannot be accurately established without obtaining a revaluation of all the land and buildings owned by the group. The directors consider that although a revaluation would show the market value of the land and buildings to be in excess of book value, this excess would not be significant in the context of group trading and would not justify the expense of a revaluation. Employee involvement informed weekly of Employees production relative the production performance. Similarly, they are kept informed of any factor affecting the group and the industry generally. are levels and Their involvement in the group’s performance is encouraged by means of a production bonus and at the time of annual wages and salaries review they are made aware of all economic factors affecting the previous year’s performance and the outlook for the ensuing year. Health and safety As required by legislation, the group’s policy for securing the health, safety and welfare at work of all employees has been brought to their notice. In addition, safety committees hold regular meetings. Employment of disabled persons The group continues to give full and fair consideration for employment made by registered disabled persons. If necessary, we endeavour to retrain any employee who becomes disabled during the period of employment with the group. applications to suppliers are made aware of the terms of payment and abide by them provided the supplier complies with all relevant terms and conditions. The company does not follow any code or standard on payment practice. Individual operating businesses within the group are responsible for establishing appropriate policies with regard to the payment of their suppliers. The purchases outstanding for payment by the company at the year end was 41 (2006 – 41). number days’ of Financial instruments Details of the use of financial instruments by the group are contained in note 19 of the accounts. indicated their willingness Auditors The auditors, BDO Stoy Hayward LLP, have to continue in office. A resolution proposing their the reappointment as auditors of company and authorising the directors to remuneration will be determine their submitted at the Annual General Meeting. In the case of each of the persons who are directors of the company at the date when this report was approved so far as each of the directors is aware, there is no relevant audit information of which the company’s auditors are unaware, and each of the directors has taken all steps that he ought to have taken as a director to make himself aware of any relevant audit information (as defined) and to establish that the company’s auditors are aware of that information. Capital gains tax For capital gains tax purposes the adjusted market value of the 10p ordinary shares in the company on 31st March 1982 was 4.92 pence. Policy on payment of creditors The group’s policy is to settle the terms of payment with suppliers when agreeing the terms of each transaction, ensure that By order of the board B. J. COOKE Chairman 20th June 2007 6 A n n u a l R e p o r t 2 0 0 7 C o r p o r a t e G o v e r n a n c e Internal control The Combined Code on Corporate Governance introduced a requirement that the directors review the effectiveness of the group’s systems of internal controls. This extended the existing requirement in respect of internal financial controls to cover all controls including financial, operational and compliance controls and risk management. for process The board is ultimately responsible for the group’s system of internal controls, including internal financial control, and for monitoring its effectiveness. There is a identifying, continuous evaluating and managing the significant risks faced by the group which is regularly reviewed and has been in place throughout the year under review and up to the date of approval of report and the annual accounts. However, such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide only reasonable and not absolute assurance against material misstatement or loss. The review covers all controls including financial, risk compliance operational, management. and necessary The directors confirm that they have established procedures to implement the guidance for directors on the Combined Code such that they fully comply with it for the accounting period ended on 31st March 2007. Internal financial control The directors are responsible for maintaining the group’s systems of internal financial control. These controls are designed to both safeguard the group’s assets and ensure the reliability of financial information used within the business and for publication. As with any such systems, controls can only provide reasonable and not absolute assurance against material misstatement or loss. Internal financial control is operated within a clearly defined organisational structure with clear control responsibilities and authorities, and a practice throughout the group of regular management and board meetings to review all aspects of the group’s businesses including those aspects where there is a potential risk to the group. all with Complying relevant legislation, process, environmental planning and discharge authorisations, as appropriate to its operations. Pursuing best practice techniques in the use of energy and raw materials. Encouraging the beneficial re-use, recycling and recovery of its waste products. considered issues Ensuring that environmental are when making decisions to invest in capital plant and in the planning and controlling of manufacturing processes. Promoting environmental awareness throughout the group and ensuring that personnel whose activities have the potential to cause a significant impact on the environment receive appropriate training. that adopt suppliers and Ensuring contractors environmental practices on site that are compatible with our exacting environmental standards. Establishing maintaining and adequate contingency procedures and plans to deal effectively with any accidental discharge or emission of pollutants. Communicating our Environmental to any interested Policy Statement parties. Board of directors The board meets regularly to monitor the current and to state of business determine its future strategic direction. During the year the board comprised five executive directors and three non- executive directors. The non-executive directors are independent of executive management and do not participate in share executive remuneration schemes nor do they qualify for pension benefits. option other or For each business there are regular weekly and monthly reports, reviewed by boards and management, which contain both written reports and accounts. The accounts include profit and loss accounts and balance sheets for the period under review, year to date and previous year and are compared with expected results. A variety of operational and financial ratios are also produced. Continual monitoring of the systems of internal financial control is conducted by all management. The external auditors, who are engaged to express an opinion on the group accounts, also consider the systems of internal financial control to the extent necessary to express that opinion. The external auditors report the results of their work to management, including members of the board and the audit committee. The board does not consider there is a need for an internal audit function due to the size of the group. Auditors’ independence The non-audit work undertaken in the year by the group auditors, BDO Stoy Hayward LLP, was restricted to an involvement in the preparation of the tax computations of the group companies and a review of the interim financial statements. Environment The board is committed to adopting policies, processes and procedures which will lead to the continual improvement in environmental performance. Specifically, the company is committed to: Implementing and maintaining an Environmental Management System in accordance with the ISO14001 standard. Establishing procedures to review the impact of current or new activities or processes on the environment. Reviewing audit results and initiating corrective action to address any deficiencies found within the group’s environmental management system, policy, objectives or targets. Using techniques to avoid, reduce or control pollution. A n n u a l R e p o r t 2 0 0 7 7 (cid:1) (cid:1) (cid:1) (cid:1) (cid:1) (cid:1) (cid:1) (cid:1) (cid:1) (cid:1) (cid:1) (cid:1) C o r p o r a t e G o v e r n a n c e Directors receive regular updates appropriate to the business throughout the year. To assist with the conduct of their function, the non-executive directors are able to obtain professional advice at the company’s expense if required in connection with their duties. In addition, all directors have access to the services of the company secretary. Attendance at board and board committee meetings during the year is detailed in the table shown below: Director B. J. Cooke D. J. Gawthorpe J. C. Roby M. A. Lewis G. Cooper C. P. King G. B. Wainwright A. J. Smith Board Audit Committee Remuneration Committee Eligible to attend 9 9 9 9 9 9 9 9 Attended 9 9 9 5 9 9 9 7 Eligible to attend — — — — — 2 2 2 Attended — — — — — 2 2 2 Eligible to attend — — — — — 1 1 1 Attended — — — — — 1 1 1 The chairman communicates frequently with the non-executive and executive directors. Directors are also encouraged to discuss any issues or concerns with the chairman at any time throughout the year. The remuneration committee reviews the performance of the directors, including the chairman. Board committees The principal committees established by the directors are: Audit committee This committee comprised the three non- executive directors and is chaired by C. P. King. The finance director and other executive directors may also attend meetings as appropriate to the business in the hand but are not members of committee. The committee meets at least twice a year and examines any matters relating to the financial affairs of the group including the review of annual and interim results, and internal accounting audit practices. committee meets with the auditors periodically and as necessary. procedures control The Relations with shareholders The company holds meetings from time to time with institutional shareholders to discuss the company’s strategy and financial performance. The Annual General Meeting is used to communicate with private and institutional investors. Summary The board takes its responsibilities seriously even though there are a number of the provisions of the Code with which it does not comply. It does not feel that the size or complexity of the group and the way in which it governs would be enhanced or strengthened by further changing the already existing high standards of corporate governance practised. For the year ended 31st March 2007 the company complied with the Combined Code other than the following points: there are three non-executive directors but one does not conform to the definition of independent; the non-executive directors do not have specified term contracts; the chairman is also an executive director; there is no formal arrangement whereby staff may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters. These are considered appropriate in relation to the size of the company and the way in which it operates. Remuneration committee As detailed in the remuneration report below. Nomination committee This committee comprised the three non- executive directors and the chairman. 8 A n n u a l R e p o r t 2 0 0 7 (cid:1) (cid:1) (cid:1) (cid:1) R e m u n e r a t i o n R e p o r t The company has complied throughout the year under review with the Combined Code provisions concerning directors’ remuneration. Items marked * have been subject to audit and reported on in the auditors’ report on page 12. This report has been prepared in accordance with Schedule 7A to the Companies Act 1985 and also meets the relevant requirements of the Listing Rules of In the Financial Services Authority. accordance with the regulations, a resolution will be proposed at the Annual General Meeting the remuneration report for the financial year ended 31st March 2007. approve to Remuneration committee This committee comprised the three non- executive directors and is chaired by G. B. Wainwright. The chairman of the group Directors’ Emoluments* B. J. Cooke J. C. Roby D. J. Gawthorpe M. A. Lewis G. Cooper C. P. King G. B. Wainwright A. J. Smith is invited to attend meetings where appropriate but is not a member of the committee. None of the executive directors were present at meetings of the committee own during remuneration. consideration their of rates and the performance of the individual and of the company. Policies for benefits (which include company cars and private health insurance) are reviewed regularly and comparisons with other companies are made. Reports and published data are also taken into consideration in setting salary and benefit packages. No advice has been provided by external advisers or consultants. Remuneration in 2007 Remuneration policy The underlying policy in setting the remuneration of the executive directors is that it shall be designed to retain and motivate the directors and be reasonable and fair in relation to their responsibilities. Executive emoluments directors’ comprise annual salary, an annual bonus, membership of a company pension scheme and other benefits. The committee ordinarily reviews directors’ salaries annually, effective from 1st April, taking into account market The individual elements of remuneration of each director are set out in the table below. Annual bonus in Executive directors participate a performance-related annual bonus scheme. Bonuses are payable based on the group obtaining profits before tax and exceptional items above a predetermined threshold. Details of annual bonuses payable in respect of 2007 are set out in the table below. Salaries £000 126 107 105 100 95 — — — 533 Fees £000 — — — — — 17 17 17 51 Benefits £000 4 14 8 9 9 — — — Performance related bonus £000 80 80 80 80 80 — — — 2007 Total £000 210 201 193 189 184 17 17 17 44 400 1,028 2006 Total £000 202 195 180 180 169 16 16 16 974 Share options* Pension arrangements The company has in place the 1998 Executive Share Option Scheme but no share options have been granted under this discretionary scheme. Executive directors are members of the Castings P.L.C. Staff Pension and Life Assurance Scheme. Their dependants are eligible for dependants’ pensions and the payment of a lump sum in the event of death in service. The scheme provides for a pension accrued at 1/60th per year of service to 2005 and 1/80th per year of final pensionable thereafter remuneration on retirement at normal retirement age. Pension contributions are not paid on benefits and only paid on a capped element of bonuses that brings the pensionable remuneration up to the equivalent level of that before they were directors. A n n u a l R e p o r t 2 0 0 7 9 R e m u n e r a t i o n R e p o r t Directors’ pension entitlements* Directors’ contributions in the year (note 1) Age at year end Name of director Increase in accrued pension Increase during year excluding pension any increase during for inflation in accrued Transfer value of increase less directors’ (note 2) contributions the year Accumulated Accumulated total accrued pension at 31 March 2006 total accrued pension at 31 March 2007 (note 3) Difference in transfer values less (note 3) 31/03/2007 31/03/2006 contributions Transfer value of accrued benefits Transfer value of accrued benefits £ J. C. Roby 8,895 D. J. Gawthorpe 8,707 M. A. Lewis 7,786 G. Cooper 6,637 Notes to pension benefits: 1. These relate to the contributions paid or payable in the year by the directors under the terms of the Scheme. £ 33,231 38,080 16,193 20,491 £ 30,993 35,556 14,282 18,772 £ 5,344 325 1,006 3,681 £ 2,238 2,524 1,911 1,719 £ 1,115 1,235 1,393 1,038 £ 390,081 241,864 97,151 187,885 58 45 43 53 £ 364,371 232,816 87,927 171,751 £ 16,815 341 1,438 9,497 2. The increase in accrued pension during the year (and transfer value of the increase) excludes any increase for inflation. 3. The pension entitlement shown is that which would be paid annually on retirement based on service to the end of the company financial year. Members of the Scheme have the option to pay Additional Voluntary Contributions. Neither the contributions nor the resulting benefits are included in the above table. Performance graph Directors’ contracts The following graph shows the company’s performance, measured by total shareholder return, compared with the performance of the FTSE All Share Index — Engineering sub- sector, also measured by total shareholder return. This index has been selected for this comparison because this is the most relevant index in which the company’s shares are quoted. Castings FTSE Eng. & Machinery 200 180 160 140 120 100 80 60 40 April 2002 2002 2003 2004 2005 2006 March 2007 are contracts Executive directors have contracts of service terminable on one year’s notice. considered These appropriate in the context of the overall remuneration policy, as in the opinion of the board it is consistent for directors to take a long-term rather than a short-term view of their conduct and planning of the company’s affairs. None of the contracts contains any provision for predetermined compensation in the event of termination. The date of contracts currently in the executive directors is place for 1st April 2007. Messrs King, Wainwright and Smith do not have a contract of service and do not participate in the company’s bonus schemes and are not eligible to join a company pension scheme. Source: Thomson Financial – Thomson One Banker On behalf of the board G. B. WAINWRIGHT Chairman of the remuneration committee 20th June 2007 10 A n n u a l R e p o r t 2 0 0 7 S t a t e m e n t of D i r e c t o r s ’ R e s p o n s i b i l i t i e s the group, The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of for safeguarding the assets of the company, the taking reasonable steps for for prevention and detection of fraud and other irregularities and for the preparation of a Directors’ Report and Directors’ Remuneration Report which comply with the Companies the requirements of Act 1985. The directors are responsible for preparing the annual report and the financial statements in accordance with the Companies Act 1985. The directors are also required to prepare financial statements for the group in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs) and Article 4 of the IAS Regulation. The directors have chosen to prepare financial statements for the accordance with UK company Generally Accepted Accounting Practice. in Group financial statements International Accounting Standard 1 requires that financial statements present fairly for each financial year the group’s financial position, financial performance and cash flows. This requires the faithful presentation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board’s ‘framework for the preparation and presentation of In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable IFRSs. A fair presentation also requires the directors to: financial statements’. consistently appropriate policies; select and apply present including information, accounting policies, in a manner that reliable, relevant, provides understandable and comparable information; and the with provide additional disclosures when compliance specific requirements in IFRSs is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance. Parent company financial statements Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. financial statements, the directors are required to: In preparing these select suitable accounting policies and then apply them consistently; prepare the financial statements on the going concern basis unless it is the inappropriate to presume that company will continue in business; make judgements and estimates that are reasonable and prudent; and have state whether applicable accounting standards followed, subject to any material departures disclosed and explained in the financial statements. been in preparation Financial statements are published on the group’s website in accordance with the United Kingdom legislation and the governing dissemination of financial statements, which may vary from legislation in other jurisdictions. and integrity of the group’s website is the responsibility of the directors. The directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein. The maintenance A n n u a l R e p o r t 2 0 0 7 11 (cid:1) (cid:1) (cid:1) (cid:1) (cid:1) (cid:1) (cid:1) I n d e p e n d e n t A u d i t o r s ’ R e p o r t To the shareholders of Castings P.L.C. comprise We have audited the group and parent company financial statements of Castings P.L.C. for the year ended 31st March 2007 which the group income statement, the group and parent company the group cash flow balance sheets, statement, the group statement of recognised income and expense and the related notes. These financial statements have been prepared under the accounting policies set therein. We have also audited the information in the Directors’ Remuneration Report that is described as having been audited. Respective responsibilities of directors and auditors The directors’ responsibilities for preparing the Annual Report and the group financial statements in accordance with applicable law and International Financial Reporting Standards (IFRSs), as adopted by the European Union, and for preparing the parent company financial statements and the Directors’ Remuneration Report in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors’ Responsibilities. Our responsibility is to audit the financial statements and the part of the Directors’ Remuneration Report to be audited in accordance with relevant legal and and International Standards on Auditing (UK and Ireland). requirements regulatory We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements and the part of the Directors’ Remuneration Report to be audited have been properly prepared in accordance with the Companies Act 1985 and whether, in addition, the group financial statements have in properly accordance with Article 4 of the IAS Regulation. Additionally, we report to you the information given in the whether Directors’ Report is consistent with those financial statements. We also report to you if, in our opinion, the company has not kept proper accounting records, if we have the information and not received all prepared been explanations we require for our audit, or if information specified by law regarding directors’ other transactions is not disclosed. remuneration and reflects the Corporate We review whether the Governance Statement company’s compliance with the nine provisions of the 2003 FRC Combined Code specified for our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider whether the board’s statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk and control procedures. The other We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. information comprises only the Directors’ Report, the Chairman’s Statement, the Business and Financial Review, the unaudited part of the Directors’ Remuneration Report and the Corporate Governance Statement. We consider the implications for our report if we apparent of become misstatements or material inconsistencies with statements. Our responsibilities do not extend to any other information. financial aware any the Our report has been prepared pursuant to the requirements of the Companies Act 1985 and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of the Companies Act 1985 or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the part of the Directors’ Remuneration Report to be audited. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the group’s and company’s circumstances, consistently applied and adequately disclosed. We planned and performed our audit so the information and as to obtain all considered explanations which we necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements and the part of the Directors’ Remuneration Report to be audited are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements and the part of the Directors’ Remuneration Report to be audited. Opinion In our opinion: the group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the group’s affairs as at 31st March 2007 and of its profit for the year then ended; the group financial statements have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation; parent company the financial statements give a true and fair view, in accordance with United Kingdom Accounting Accepted Generally Practice, of the state of the parent company’s affairs as at 31st March 2007; parent company the financial the statements and the part of Directors’ Remuneration Report to be audited have been properly prepared in accordance with the Companies Act 1985; and the information given in the Directors’ Report is consistent with the financial statements. BDO Stoy Hayward LLP Chartered Accountants and Registered Auditors Birmingham 20th June 2007 12 A n n u a l R e p o r t 2 0 0 7 (cid:1) (cid:1) (cid:1) (cid:1) (cid:1) C o n s o l i d a t e d I n c o m e S t a t e m e n t for the year ended 31st March 2007 Revenue Cost of sales Gross profit Distribution costs Administrative expenses Profit from operations Finance income Profit before income tax Income tax expense Profit for the year attributable to equity holders of the parent company Earnings per share Basic and diluted Notes to the accounts are on pages 17 to 25. Notes 2 3 6 7 17 9 2007 £000 86,230 (63,701) 22,529 (1,293) (9,676) 11,560 1,497 13,057 (3,647) 9,410 2006 £000 76,696 (55,157) 21,539 (1,128) (8,850) 11,561 1,140 12,701 (3,946) 8,755 21.57p 20.07p A n n u a l R e p o r t 2 0 0 7 13 C o n s o l i d a t e d B a l a n c e S h e e t 31st March 2007 ASSETS Non-current assets Property, plant and equipment Financial assets Deferred tax asset Current assets Inventories Trade and other receivables Cash and cash equivalents Total assets LIABILITIES Current liabilities Trade and other payables Current tax liabilities Non-current liabilities Retirement benefit obligations Deferred tax liabilities Total liabilities Net assets Equity attributable to equity holders of the parent company Share capital Share premium account Other reserves Retained earnings Total equity 2005 Notes 10 11 15 12 13 14 5 15 20,565 16 17 17 17 2007 £000 35,495 823 — 36,318 6,318 21,784 25,452 53,554 89,872 16,212 883 17,095 — 2,141 2,141 19,236 70,636 4,363 874 13 65,386 70,636 2006 £000 32,566 1,139 574 34,279 5,276 20,449 27,686 53,411 87,690 15,063 1,808 16,871 1,913 1,781 3,694 20,565 67,125 4,363 874 13 61,875 67,125 The accounts on pages 13 to 25 were approved and authorised for issue by the board of directors on 20th June 2007, and were signed on its behalf by: B. J. Cooke J. C. Roby Chairman Finance Director Notes to the accounts are on pages 17 to 25. 14 A n n u a l R e p o r t 2 0 0 7 C o n s o l i d a t e d C a s h F l o w S t a t e m e n t for the year ended 31st March 2007 Cash flows from operating activities Cash generated from operations Interest received Tax paid Net cash generated from operating activities Cash flows from investing activities Purchase of property, plant and equipment Purchase of financial assets Proceeds from disposal of property, plant and equipment Proceeds from disposal of financial assets Net cash used in investing activities Cash flow from financing activities Dividends paid to shareholders Net cash used in financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year (see below) Cash and cash equivalents at end of year (see below) Cash and cash equivalents: Short-term deposits Cash available on demand 2005 Notes 19 19 2007 £000 12,582 1,497 (2,858) 11,221 (9,637) (47) 45 220 (9,419) (4,036) (4,036) (2,234) 27,686 25,452 £000 24,923 529 25,452 2006 £000 12,678 1,140 (3,060) 10,758 (4,301) — 9 21 (4,271) (3,875) (3,875) 2,612 25,074 27,686 £000 26,725 961 27,686 This statement should be read in conjunction with the reconciliation on page 16. Notes to the accounts are on pages 17 to 25. A n n u a l R e p o r t 2 0 0 7 15 C o n s o l i d a t e d S t a t e m e n t o f R e c o g n i s e d I n c o m e a n d E x p e n s e for the year ended 31st March 2007 Profit for the year Change in fair value of available for sale financial assets Actuarial (losses)/gains on defined pension schemes Tax effect of gains and losses recognised directly in equity Total recognised income for the year 2005 2005 2005 Notes 5 15 Year to Year to 31st March 20031st March 2007 £000 9,410 (143) (2,500) 780 7,547 2006 £000 8,755 176 1,987 (649) 10,269 S u p p l e m e n t a r y S t a t e m e n t Reconciliation of profit before income tax to net cash inflow from operating activities 2005 2005 2005 Notes 10 Year to Year to 31st March 20031st March 2007 £000 13,057 6,663 (1,497) (4,413) (1,042) (1,335) 1,149 12,582 2006 £000 12,701 4,889 (1,140) (2,357) 183 (3,668) 2,070 12,678 Profit before income tax Depreciation Interest received Excess of employer pension contributions over income statement charge (Increase)/decrease in inventories Increase in receivables Increase in payables Net cash inflow from operating activities Notes to the accounts are on pages 17 to 25. 16 A n n u a l R e p o r t 2 0 0 7 N o t e s t o t h e A c c o u n t s convention, except where adjusted for revaluations of certain assets, and in accordance with applicable Accounting Standards and those parts of the Companies Act 1985 applicable to companies reporting under IFRS. A summary of the principal group IFRS accounting policies is set out below. Basis of consolidation The consolidated income statement and balance sheet include the accounts of the parent company and its subsidiaries made up to the end of the financial year. These subsidiaries include William Lee Limited and CNC Speedwell Limited, both of which are 100% owned and are based in the UK. Business combinations and goodwill tangible Shares issued as consideration for the acquisition of companies have a fair value attributed to them, which is normally their market value at the date of acquisition, are assets Net consolidated at a fair value to the group at the date of acquisition. All changes to these assets and liabilities, and the resulting gains and losses that arise after the the group has gained control of subsidiary, are credited and charged to the post-acquisition income statement. acquired Under UK GAAP, goodwill arising on acquisitions prior to 1998 was written off to reserves. There have been no acquisitions since 1998. Following the exemption in IFRS 1 this treatment has continued to be followed. Basis of accounting The financial information presented in these accounts has been prepared on the basis of all International Financial Reporting Standards (‘IFRS’), including International Accounting Standards (‘IAS’) and interpretations issued by the International Accounting Standards Board (‘IASB’) and its committees, and as interpreted by any regulatory bodies applicable to the group published by 31st March 2007 and endorsed by the EU. These are subject to ongoing amendment by the IASB and subsequent endorsement by the European Commission and are therefore subject to possible change. Further standards and interpretations may also be issued that will be applicable for financial years beginning on or after 1st April 2007 or that are applicable to later accounting periods but may be adopted early. The preparation of financial statements in accordance with IFRS requires the use of certain accounting estimates. It also requires management to exercise its judgement in the process of applying the group’s accounting policies. The primary statements within the financial information contained in this document have been presented in accordance with IAS 1, ‘Presentation of Financial Statements’. The accounts are prepared under the historical cost Revenue recognition Revenue, which excludes value added tax and intra-group sales, represents the invoiced value of goods and services sold to customers. Appropriate provisions for are returns deducted from revenue as appropriate. The group has no barter transactions. allowances other and Under IAS 18 ‘Revenue’ the group’s revenue has been recognised when goods have been dispatched. Post-retirement benefits are the gains charged type. Under Two of the Group’s pension plans are of a defined benefit IAS 19 ‘Employee Benefits’ employer’s portion of the current service costs and to curtailment operating profit for these plans, with the interest cost net of the expected return on assets in the plans also being credited to operating profit. Actuarial gains and losses are recognised directly in equity, in the statement of recognised income and expenditure, and the balance sheet reflects the schemes’ surplus or deficit at the balance sheet date. A full valuation is the tri-annually carried projected unit credit method. using out Payments to the defined contribution scheme are charged to the income statement as they become payable. Property, plant and equipment IAS 16 ‘Property, Plant and Under Equipment’ assets are held at cost less accumulated depreciation. Depreciation is provided on property, plant and equipment, other than freehold land and assets in the course of construction, at rates calculated to write off the cost of each asset on a straight-line basis over its expected useful life as follows: i. ii Freehold buildings over 50 years. Leasehold land and buildings over 50 years or the lease, the period of whichever is less. iii Plant and equipment over a period of 3 to 14 years. The group annually reviews the assessment of residual values and useful lives in accordance with IAS 16. A n n u a l R e p o r t 2 0 0 7 17 N o t e s t o t h e A c c o u n t s Inventories In accordance with IAS 2 ‘Inventories’ the group’s inventories are valued at the lower of cost on a first in, first out basis and net realisable value. Cost includes a proportion of production overheads based on normal levels of activity. Provision is made for obsolete and slow- moving items. Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits at call with banks and other liquid investments. short-term highly Foreign currencies Assets and liabilities in foreign currencies are translated at the mid-market rates of exchange ruling at the balance sheet date. Exchange differences are dealt with through the income statement. Financial assets Financial assets are recognised when the group becomes party to the contracts that give rise to them and are classified as available for sale financial assets under the requirements of IAS 39. Financial risk management The group’s operations bring about a include variety of fluctuations in foreign currency, liquidity, interest rates and credit risk. risks that financial The board of directors has the overall responsibility for the risk management policies applied by the group. a) Foreign exchange risk As a result of the group’s geographical presence and operations, it is exposed to foreign currency risks primarily with respect to the euro. The group requires its operating units to apply transactional hedging for highly probable sales receipts and purchase commitments denominated in currencies other than the units’ functional currency. Operating units may enter into forward currency contracts for a period of up to twelve months directly with their relationship banks. The group, however, does not hedge account for the cash flow hedge instruments. Income tax is provided for using current rates. b) Interest rate risk The group maintains a policy to minimise interest rate risk on its deposits. As the group currently has net cash, interest rate risk is managed without the need to use derivative financial instruments. c) Credit risk is no there ensure The group regularly reviews its operations significant to concentration of credit risk. The group policy requires appropriate credit checks to be carried out on potential customers prior to trading. The amount of exposure to an to any counterparty is subject approved limit, which is reviewed by local management. d) Liquidity risk The group maintains a mixture of short- term, uncommitted and medium-term, committed facilities to ensure a sufficient its level of business operations. funds are available for e) Price risk The group does not have derivative financial instruments which expose it to price risk. Current and deferred tax Deferred tax is provided using the liability method. Deferred income tax assets are recognised to the extent is probable that future taxable profit will be available against which the temporary differences can be utilised. that it In the holding company and its subsidiaries the liability is assessed with reference to the individual company. On consolidation, the liability is assessed with reference to the group as a whole. Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the temporary differences are expected to reverse, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Dividends The final dividend is only recognised at the point it is declared and approved by the shareholders at the Annual General Meeting. Interim dividends are recognised on payment. Standards, intepretations and amendments to published standards that are not yet effective. The following standards have not been adopted in the financial statements. In each case the potential impact has been noted. IFRS 7 Financial Instruments (effective for periods beginning on 1 January 2007) — disclosure impact only. IFRS 8 Operating Segments (effective for periods beginning on 1 January 2009 not endorsed by the EU) — disclosure impact only. IAS 1 — Amendment — Capital periods (effective Disclosures beginning on 1 January 2007) — disclosure impact only. for under restatement IFRIC 7 Applying the Financial approach Reporting in Hyperinflationary Economies (effective for periods beginning on 1 March 2006) — no impact. IAS 29 IFRIC 8 Scope of IFRS 2 (effective for periods beginning on 1 May 2006) — no impact. IFRIC 9 Reassessment of embedded periods (effective derivatives beginning on 1 June 2006) — no impact. for IFRIC 10 Interim Financial Reporting and Impairment periods beginning on 1 November 2006) — no impact. (effective for IFRIC 11 & IFRS 2 — Group and Treasury Share Transactions (effective for periods beginning on 1 March 2006) — no impact. 12 concession Service IFRIC arrangements for periods (effective beginning on 1 January 2008) — no impact. 18 A n n u a l R e p o r t 2 0 0 7 2 Segment information The geographical analysis of revenues by destination for the year is as follows: United Kingdom Sweden Rest of Europe North and South America Other 2007 £000 30,321 17,145 37,377 1,375 12 86,230 2006 £000 27,034 14,544 34,062 1,056 — 76,696 All the turnover arises in the United Kingdom from the group’s continuing principal activity, which the directors believe to be the only class of business carried out by the group. 3 Profit from operations This has been arrived at after charging/(crediting): Staff costs (note 4) Depreciation of property, plant and equipment Operating lease expense — Plant and machinery Fees payable to the company’s auditor for the audit of the company’s annual accounts Fees payable to the company’s auditor for other services: The audit of the company’s subsidiaries Tax services Profit on disposal of fixed assets 4 Employee information Average number of employees during the year was: Production Management and administration Staff costs (including directors) comprise: Wages and salaries Short-term non-monetary benefits Defined contribution pension costs Defined benefit pension cost (note 5) Employer’s national insurance contributions and similar taxes 2007 £000 31,381 6,663 216 20 21 8 62 2007 900 90 990 2007 £000 27,302 410 589 413 2,667 31,381 2006 £000 28,257 4,889 207 20 20 12 44 2006 870 95 965 2006 £000 24,689 290 164 726 2,388 28,257 5 Pensions The group operates two pension schemes providing benefits based on final pensionable pay. These schemes are closed to new entrants. The assets are independent of the finances of the group and are administered by Trustees. The latest actuarial valuation was made as at 6th April 2005 using the attained age method. It assumed that the rate of return on investments was 6.25% per annum for pre-retirement and 4.75% per annum for post-retirement, and the rate of increase in wages and salaries was 4.4% per annum and price inflation was 2.9%. The next actuarial valuation is due as at 6th April 2008. In addition, the group operates a money purchase pension scheme whereby contributions are invested through individual accounts under an insurance policy administered by Trustees. Composition of the scheme The group operates defined benefit schemes (in addition to a defined contribution scheme) in the UK. Full actuarial valuations of the defined benefit schemes were carried out at 6th April 2005 and updated to 31st March 2007 using the projected unit method by a qualified independent actuary. The service cost has been calculated using the projected unit method. The major assumptions used by the actuary were (in nominal terms): Rate of increase in salaries Rate of increase of pensions in payment Discount rate Inflation assumption 2005 3.9% 2.9% 5.4% 2.9% 2007 4.2% 3.2% 5.4% 3.2% 2006 3.9% 2.9% 5.0% 2.9% A n n u a l R e p o r t 2 0 0 7 19 N o t e s t o t h e A c c o u n t s continued 5 Pension disclosures under IAS 19 Change in benefit obligation Benefit obligation at beginning of year Current service cost Interest cost Plan participants’ contributions Actuarial (gain)/loss Benefits paid Benefit obligation at end of year Change in plan assets Fair value of plan assets at beginning of year Expected return on plan assets Actuarial gain/(loss) Employer contribution Member contributions Benefits paid Fair value of plan assets at end of year Funded status Effect of paragraph 58(b) limit Net amount recognised in the balance sheet Components of pension cost Current service cost Interest cost Expected return on plan assets Total pension cost recognised in the income statement (note 4) Total pension cost recognised in the statement of recognised income and expense Plan assets The weighted average assets allocations at the year end were as follows: Assets category Equities Bonds Real estate Other Other 2007 £000 38,872 539 1,939 387 (1,875) (1,088) 38,774 36,959 2,065 (27) 4,826 387 (1,088) 43,122 4,348 (4,348) — Year to 31 March 2007 £000 539 1,939 (2,065) 413 1,848 Plan assets at 31 March 2007 £000 71% 22% 4% 3% 100% 2006 £000 33,949 552 1,845 393 2,674 (541) 38,872 27,692 1,671 4,661 3,083 393 (541) 36,959 (1,913) — (1,913) Year to 31 March 2006 £000 552 1,845 (1,671) 726 1,987 Plan assets at 31 March 2006 £000 68% 26% 1% 5% 100% To develop the expected long-term rate of return on assets assumption, the company considered the current level of expected returns on risk-free investments (primarily government bonds), the historical level of risk premium associated with the other asset classes in which the portfolio is invested and the expectations for future returns of each asset class. The expected return for each asset class was then weighted based on the target asset allocation to develop the expected long-term rate of return on assets assumption for the portfolio. This resulted in the selection of the 5.5% (2006 – 6.0%) assumption. 20 A n n u a l R e p o r t 2 0 0 7 5 Pension disclosures under IAS 19 continued Actuarial return on plan assets Weighted average assumptions used to determine benefit obligations: Discount rate Rate of compensation increase Weighted average assumptions used to determine net pension cost: Discount rate Expected long-term return on plan assets Rate of compensation increase History of experience gains and losses Financial year ended in: Difference between expected and actual return on scheme assets: amount percentage of scheme assets Experience gains and losses on scheme liabilities: amount percentage of scheme assets Total gains and losses: amount percentage of scheme assets 6 Finance income Interest on short-term deposits Income from listed investments Other 7 Income tax Corporation tax based on a rate of 30% (2006 – 30%) UK Corporation tax Current tax on profits for the year Adjustments to tax charge in respect of prior periods Deferred tax Current year origination and reversal of temporary differences Prior year deferred tax movement Taxation on profit on ordinary activities Profit on ordinary activities before tax Profit on ordinary activities at the standard rate of corporation tax in the UK of 30% (2006 – 30%) Effect of: Expenses not deductible for tax purposes Franked investment income Adjustment to tax charge in respect of prior periods Adjustment to deferred tax charge in respect of prior periods Total tax charge for period Effective rate of tax (%) 2007 £000 2,038 5.4% 4.2% 5.0% 5.5% 3.9% 2006 £000 6,332 5.00% 3.90% 5.40% 6.00% 3.90% 2007 £000 2006 £000 (27) 0% 4,661 13% 2005 £000 1,369 5% (1,875) 2,674 (5%) 7% 1,266 4% 1,848 5% 1,987 5% 103 0% 2007 £000 1,322 30 145 1,497 2007 £000 2,225 (292) 1,933 1,654 60 3,647 13,057 3,917 13 (51) (292) 60 3,647 27.93 2006 £000 1,081 35 24 1,140 2006 £000 3,475 62 3,537 532 (123) 3,946 12,701 3,810 207 (10) 62 (123) 3,946 31.07 . A n n u a l R e p o r t 2 0 0 7 21 N o t e s t o t h e A c c o u n t s continued 8 Dividends Final paid of 6.67p per share for the year ended 31st March 2006 (2005 – 6.35p) Interim paid of 2.58p per share (2006 – 2.53p) 2007 £000 2,910 1,126 4,036 2006 £000 2,771 1,104 3,875 The directors are proposing a final dividend of 6.94 pence (2006 – 6.67 pence) per share totalling £3,028,000 (2006 – £2,910,000). This dividend has not been accrued at the balance sheet date. 9 Earnings per share Earnings per share is calculated on the profit on ordinary activities after taxation of £9,410,000 (2006 – £8,755,000) and on the weighted average number of shares in issue at the end of the year of 43,632,068 (2006 – 43,632,068). There are no share options, hence the diluted earnings per share is the same as above. 10 Property, plant and equipment Cost At 1st April 2006 Additions during year Disposals At 31st March 2007 Depreciation and amounts written off At 1st April 2006 Charge for year Disposals and adjustments At 31st March 2007 Net book values At 31st March 2007 At 31st March 2006 Cost At 1st April 2005 Additions during year Disposals At 31st March 2006 Depreciation and amounts written off At 1st April 2005 Charge for year Disposals and adjustments At 31st March 2006 Net book values At 31st March 2006 At 31st March 2005 Land and buildings £000 10,955 1,561 — 12,516 1,712 306 — 2,018 10,498 9,243 9,812 1,143 — 10,955 1,525 187 — 1,712 9,243 8,287 Plant and other equipment £000 61,237 8,076 (1,138) 68,175 37,914 6,357 (1,093) 43,178 24,997 23,323 60,026 3,158 (1,947) 61,237 35,150 4,702 (1,938) 37,914 23,323 24,876 Total £000 72,192 9,637 (1,138) 80,691 39,626 6,663 (1,093) 45,196 35,495 32,566 69,838 4,301 (1,947) 72,192 36,675 4,889 (1,938) 39,626 32,566 33,163 The net book value of group land and buildings includes £1,625,000 (2006 – £1,625,000) for land which is not depreciated. Land and buildings include £359,000 for property held on long leases (2006 – £359,000). 11 Financial assets Listed investments at market value 2007 £000 823 2006 £000 1,139 22 A n n u a l R e p o r t 2 0 0 7 12 Inventories Raw materials Work in progress Finished goods 13 Trade and other receivables Due within one year: Trade receivables Other receivables Prepayments 14 Trade and other payables Current trade and other payables: Trade payables Social security Other payables Accruals and deferred income 1,418 2,140 5,45 1,418 2,140 5,45 50 9 50 9 1,418 50 2007 £000 1,458 2,672 2,188 6,318 2007 £000 18,368 1,778 1,638 21,784 2007 £000 8,004 1,682 326 6,200 2,140 5,45 9 16,212 2006 £000 1,349 2,152 1,775 5,276 2006 £000 16,419 1,624 2,406 20,449 2006 £000 6,892 1,416 331 6,424 15,063 15 Deferred tax Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 30% (2006 – 30%). The movement on the deferred tax account is shown below: Deferred tax — net At 1st April 2006 Taken to equity Charge At 31st March 2007 1,418 5,45 50 9 2007 £000 1,207 (780) 1,714 2,141 2006 £000 149 649 409 1,207 Deferred tax assets in 2006 have been recognised in respect of all tax losses and other temporary differences giving rise to deferred tax assets because it is probable that these assets will be recovered. The movement in deferred tax assets and liabilities during the year are shown below: Deferred tax liabilities At 1st April 2006 Charged to income statement Charged to statement of recognised income and expense At 31st March 2007 Accelerated tax depreciation £000 3,330 (223) — 3,107 Other £000 (1,549) 626 (43) (966) Total £000 1,781 403 (43) 2,141 A n n u a l R e p o r t 2 0 0 7 23 N o t e s t o t h e A c c o u n t s continued 15 Deferred tax continued Deferred tax assets At 1st April 2006 Taken to equity Taken to income statement At 31st March 2007 At 31st March 2006 Pensions £000 574 737 (1,311) — 574 Total £000 574 737 (1,311) — 574 The utilisation of the deferred tax asset is dependent on future taxable profits being in excess of the profits arising from the reversal of existing taxable temporary differences. The deferred tax charged to equity during the year is as follows: Tax on actuarial (gains)/losses Tax on change in fair value of available for sale financial assets Tax on items taken directly to reserves 16 Share capital Authorised 50,000,000 10p ordinary shares Allotted and fully paid 43,632,068 10p ordinary shares 17 Statement of changes in shareholders’ equity 1,418 2,140 5,45 1,418 2,140 50 9 50 2007 £000 (737) (43) (780) 2007 £000 5,000 4,363 At 1st April 2006 Profit retained Dividends Changes in fair value of available for sale financial assets Actuarial gains/(losses) on pension schemes Tax on items taken to reserves At 31st March 2007 At 1st April 2005 Profit retained Dividends Changes in fair value of available for sale financial assets Actuarial gains on pension schemes Tax on items taken to reserves At 31st March 2006 Share capital £000 4,363 — — — — — 4,363 4,363 — — — — — 4,363 Share Capital redemption reserve (b) £000 13 — — premium (a) £000 874 — — Retained earnings (c) £000 61,875 9,410 (4,036) — — — 874 874 — — — — — 874 — — — 13 13 — — — — — 13 (143) (2,500) 780 65,386 55,481 8,755 (3,875) 176 1,987 (649) 61,875 a) Share premium — Amount subscribed for share capital in excess of nominal value. b) Capital redemption reserve — Amounts transferred from share capital on redemption of issued shares. c) Retained earnings — Cumulative net gains and losses recognised in the consolidated income statement. 18 Commitments Capital commitments contracted for by the group but not provided for in the accounts 2,140 2007 £000 3,283 2006 £000 596 53 649 2006 £000 5,000 4,363 Total equity £000 67,125 9,410 (4,036) (143) (2,500) 780 70,636 60,731 8,755 (3,875) 176 1,987 (649) 67,125 2006 £000 1,637 24 A n n u a l R e p o r t 2 0 0 7 19 Financial instruments a) Foreign exchange risk The group had no outstanding foreign currency forward contracts at 31st March 2007 (2006 – £Nil). b) Interest rate risk The currency and interest profile of the group’s financial assets and liabilities are as follows: Sterling $US Euro Sterling $US Euro Sterling Euro Floating rate assets 2007 £000 430 1 98 Fixed rate assets 2007 £000 24,741 — 182 529 Floating rate assets 2006 £000 875 — 86 961 24,923 Fixed rate assets 2006 £000 25,424 — 1,301 26,725 Interest free assets 2007 £000 13,151 — 5,217 18,368 Interest free assets 2006 £000 11,175 55 5,189 16,419 Interest free liabilities 2007 £000 7,669 335 8,004 Total £000 38,322 1 5,497 43,820 Total £000 37,474 55 6,576 44,105 Interest free liabilities 2006 £000 6,406 486 6,892 Fixed rate assets attracted interest rates between 5% to 5.56% (2006 – 4.5% to 4.62%) on sterling deposits and interest rates of 3.39% (2006 – 2.36%) on euro deposits. Floating rate assets consisted of overnight cash at bank at nominal interest rates. c) Credit risk All cash and cash equivalents are held with financial institutions. The directors do not consider there to be any concentration of credit risk. d) Liquidity risk The group has unused bank overdraft and foreign exchange facilities amounting to £10,000,000 (2006 – £10,000,000) which are reviewed on an annual basis. A n n u a l R e p o r t 2 0 0 7 25 F i v e Y e a r R e v i e w — u n a u d i t e d For the years ended 31st March 2007 IFRS £000 2006 IFRS £000 2005 IFRS £000 2004 UK GAAP £000 2003 UK GAAP £000 Trading results Revenue Profit before tax Profit after tax Dividends Balance sheet summary Equity Share capital Reserves Total equity Assets 86,230 76,696 69,037 61,176 59,895 13,057 12,701 9,410 4,036 8,755 3,875 9,632 6,792 3,704 8,693 6,079 3,678 5,694 4,145 3,573 4,363 66,273 70,636 4,363 62,762 67,125 4,363 56,368 60,731 4,363 54,772 59,135 4,363 52,371 56,734 Property, plant and equipment 35,495 32,566 33,163 31,043 32,067 Financial assets Deferred tax asset Current assets Total liabilities 823 — 36,318 53,554 1,139 574 34,279 53,411 984 1,877 36,024 47,314 704 — 31,747 43,617 704 — 32,771 42,669 (19,236) (20,565) (22,607) (16,229) (18,706) 70,636 67,125 60,731 59,135 56,734 Dividends and earnings Pence per share paid and proposed Number of times covered 9.52 2.3 9.20 2.3 8.79 1.8 8.43 1.6 8.19 1.2 Earnings per share — basic and diluted 21.57p 20.07p 15.57p 13.93p 9.50p The main changes from UK GAAP to IFRS relate to pensions, financial assets and taxation. 26 A n n u a l R e p o r t 2 0 0 7 P a r e n t C o m p a n y A c c o u n t s U n d e r U K G A A P As noted on page 11, the company has elected to prepare its financial statements under UK GAAP P a r e n t C o m p a n y B a l a n c e S h e e t 31st March 2007 Fixed assets Tangible assets Investments Current assets Stocks Debtors Short-term deposits Cash at bank and in hand Creditors — amounts falling due within one year Net current assets Total assets less current liabilities Provisions for liabilities Capital and reserves Called up share capital Share premium Capital redemption reserve Profit and loss account Shareholders’ funds 2005 Notes 4 5 6 7 8 9 10 11 11 11 2007 £000 13,370 6,104 3,780 19,589 15,892 428 39,689 12,524 27,165 46,639 (97) 46,542 4,363 874 13 41,292 46,542 2006 £000 13,749 6,420 3,104 15,934 19,875 168 39,081 12,337 26,744 46,913 — 46,913 4,363 874 13 41,663 46,913 The parent company accounts on pages 27 to 32 were approved and authorised for issue by the board of directors on 20th June 2007, and were signed on its behalf by: B. J. Cooke J. C. Roby Chairman Finance Director Notes to the accounts are on pages 28 to 32. A n n u a l R e p o r t 2 0 0 7 27 N o t e s t o t h e P a r e n t C o m p a n y A c c o u n t s The Directors’ report is on pages 5 to 6 of the Annual Report and Accounts 1 Accounting policies Stocks Basis of accounting The accounts are prepared under the historical cost convention except for revaluation of certain financial instruments as required by FRS26 and in accordance with applicable UK Accounting Standards and the Companies Act 1985. Depreciation Depreciation is calculated on the straight- line basis to write off the initial cost of fixed assets at the following rates per annum: Buildings Plant and other equipment 2% 7% to 33% Freehold land is not depreciated. Pension costs The cost of providing retirement pensions and related benefits is charged to the profit and loss account over the periods benefiting from the employees’ services in accordance with FRS 17. In the company, the defined benefit schemes are treated as multi-employee schemes. Turnover (less sales Turnover is the aggregate of the invoiced and values of returns charged allowances) external to customers of the company, excluding value added tax. Turnover is recognised when goods are dispatched. Stock and work in progress have been consistently valued at the lower of cost and net realisable value. The valuation of work in progress and finished stocks includes appropriate manufacturing and works overheads computed on the basis of normal activity. Foreign currencies Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction, all differences being taken to the profit and loss account. Deferred tax Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company’s taxable profits and its results as stated in the accounts. Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis. Investments Listed investments are accounted for at fair value in accordance with FRS 26 Instruments: Measurement’. ‘Financial Investments in subsidiaries are held at cost impairment annually. and reviewed for Financial instruments a) Foreign exchange risk As a result of the company’s geographical presence and operations, it is exposed to foreign currency risks primarily with respect to the euro. The company may enter into forward currency contracts for a period of up to twelve months directly with its relationship banks. The company, however, does not hedge account for the cash flow hedge instruments, b) Interest rate risk The company maintains a policy to minimise interest rate risk on its deposits. As the company currently has net cash, interest rate risk is managed without the need financial instruments. derivative use to c) Credit risk there regularly to ensure reviews is its The company operations no significant concentration of credit risk. The policy requires appropriate credit checks to be carried out on potential customers prior to trading. The amount of exposure to any counterparty is subject to an approved limit, which is reviewed by local management. d) Liquidity risk The company maintains a mixture of short-term, uncommitted and medium- term, committed facilities to ensure a sufficient level of funds are available for its business operations. e) Price risk The company does not have derivative financial instruments which expose it to price risk. 28 A n n u a l R e p o r t 2 0 0 7 2 Company profit and loss account Castings P.L.C. has taken advantage of section 230(3) of the Companies Act 1985 and has not included its own profit and loss account in these accounts. The company’s loss after tax was £228,000 (2006 – profit £606,000). The profit and loss account includes £21,000 (2006 – £20,000) for audit fees. 3 Dividends Final paid of 6.67p per share for the year ended 31st March 2006 (2005 – 6.35p) Interim paid of 2.58p per share (2006 – 2.53p) 2007 £000 2,910 1,126 4,036 2006 £000 2,771 1,104 3,875 The directors are proposing a final dividend of 6.94 pence (2006 – 6.67 pence) per share totalling £3,028,000 (2006 – £2,910,000). This dividend has not been accrued at the balance sheet date. 4 Fixed assets Cost At 1st April 2006 Additions during year Disposals At 31st March 2007 Depreciation and amounts written off At 1st April 2006 Charge for year Disposals and adjustments At 31st March 2007 Net book values At 31st March 2007 At 31st March 2006 Land and buildings £000 7,784 1,455 — 9,239 1,275 219 — 1,494 7,745 6,509 Plant and other equipment £000 22,810 667 (223) 23,254 15,570 2,274 (215) 17,629 5,625 7,240 Total £000 30,594 2,122 (223) 32,493 16,845 2,493 (215) 19,123 13,370 13,749 The net book value of land and buildings includes £1,225,000 (2006 – £1,225,000) for land which is not depreciated. Land and buildings include £359,000 for property held on long leases (2006 – £359,000). 5 Investments Subsidiary companies At cost Listed investments at market value 2007 £000 5,281 823 6,104 2006 £000 5,281 1,139 6,420 The company owns 100% of the issued share capital of William Lee Limited, CNC Speedwell Limited and W.H. Booth & Co. Limited, companies which operate in the United Kingdom. William Lee Limited supplies spheroidal graphite iron castings from Dronfield, Sheffield and CNC Speedwell Limited is a machinist operation. W.H. Booth & Co. Limited does not trade and is dormant. A n n u a l R e p o r t 2 0 0 7 29 N o t e s t o t h e P a r e n t C o m p a n y A c c o u n t s continued 6 Stocks Raw materials Work in progress Finished goods 7 Debtors Due within one year: Trade debtors Amounts owed by subsidiary companies Other debtors Prepayments Deferred tax asset (note 9) 8 Creditors Due within one year: Trade creditors Amounts owed to subsidiary companies Corporation tax Other taxation and social security Other creditors Accruals 9 Provisions for liabilities Deferred taxation At 1st April 2006 Taxation deferred this year At 31st March 2007 Deferred tax is provided as follows: Accelerated capital allowances Other timing differences The deferred tax asset has been shown in debtors (note 7). 10 Called up share capital Authorised 50,000,000 10p ordinary shares Allotted and fully paid 43,632,068 10p ordinary shares 1,418 2,140 5,45 1,418 1,418 2,140 1,418 5,45 50 9 50 50 50 9 1,418 50 2,140 2,140 2,140 5,45 2,140 5,45 2,140 5,45 1,418 2,140 2007 £000 406 1,886 1,488 3,780 2007 £000 13,596 3,348 1,769 876 — 19,589 2007 £000 4,277 2,782 361 758 182 4,164 9 12,524 2007 £000 (107) 204 97 1,006 (909) 97 2007 £000 5,000 4,363 9 9 50 2006 £000 415 1,491 1,198 3,104 2006 £000 12,407 255 1,621 1,544 107 15,934 2006 £000 3,673 2,578 766 757 183 4,380 12,337 2006 £000 279 (386) (107) 1,390 (1,497) (107) 2006 £000 5,000 4,363 30 A n n u a l R e p o r t 2 0 0 7 11 Reserves At 1st April 2006 (Loss)/profit retained Changes in fair value of investments At 31st March 2007 Share capital £000 4,363 — — 4,363 Share Capital redemption reserve £000 13 — — premium £000 874 — — Profit and loss account £000 41,663 (228) (143) 874 13 41,292 12 Reconciliation of movements in shareholders’ funds Profit for the year Changes in fair value of investments Dividends Net addition to shareholders’ funds Opening shareholders’ funds Closing shareholders’ funds 13 Employee information Average number of employees during the year was: Production Management and administration Staff costs (including directors) comprise: Wages and salaries Short-term non-monetary benefits Defined contribution pension cost Defined benefit pension cost Employer’s national insurance contributions and similar taxes 1,418 1,418 2,140 1,418 2,140 5,45 1,418 1,418 2,140 1,418 1,418 2,140 2,140 2,140 2,140 5,45 2007 £000 3,808 (143) (4,036) (371) 46,913 46,542 2007 443 32 475 2007 £000 13,235 209 161 589 1,272 15,466 50 50 50 9 50 50 50 50 9 Total equity £000 46,913 (228) (143) 46,542 2006 £000 4,481 176 (3,875) 782 46,131 46,913 2006 450 32 482 2006 £000 12,696 208 156 522 1,203 14,785 14 Pensions It is not possible to identify the company’s share of the underlying assets and liabilities in respect of the group defined benefit schemes on a consistent and reasonable basis. Contributions to the schemes by the company are based on professional and independent actuarial advice. During the year the contributions payable by the company to the funds amounted to £589,000 (2006 – £522,000). The last valuation was performed with an effective date of 6th April 2005. Further details of the schemes are contained in note 5 of the consolidated accounts of Castings P.L.C. 15 Capital commitments Authorised, but not provided in the accounts 5,45 9 2007 £000 203 2006 £000 628 A n n u a l R e p o r t 2 0 0 7 31 N o t e s t o t h e P a r e n t C o m p a n y A c c o u n t s continued 16 Financial instruments a) Foreign exchange risk The company had no outstanding foreign currency forward contracts at 31st March 2007 (2006 – £nil). b) Interest rate risk The currency and interest profile of the company’s financial assets and liabilities are as follows: Sterling $US Euro Sterling $US Euro Sterling Euro Floating rate assets 2007 £000 361 1 66 Fixed rate assets 2007 £000 15,710 — 182 428 Floating rate assets 2006 £000 82 — 86 168 15,892 Fixed rate assets 2006 £000 18,786 — 1,089 19,875 Interest free assets 2007 £000 9,828 — 3,768 13,596 Interest free assets 2006 £000 8,621 55 3,731 12,407 Interest free liabilities 2007 £000 4,080 197 4,277 Total £000 25,899 1 4,016 29,916 Total £000 27,489 55 4,906 32,450 Interest free liabilities 2006 £000 3,187 486 3,673 Fixed rate assets attracted interest rates between 5% to 5.56% (2006 – 4.5% to 4.62%) on sterling deposits and interest rates of 3.39% (2006 – 2.36%) on euro deposits. Floating rate assets consisted of overnight cash at bank at nominal interest rates. c) Credit risk All cash and cash equivalents are held with financial institutions. The directors do not consider there to be any concentration of credit risk. d) Liquidity risk The company has unused bank overdraft and foreign exchange facilities amounting to £5,500,000 (2006 – £5,500,000) which are reviewed on an annual basis. 32 A n n u a l R e p o r t 2 0 0 7 N o t i c e of M e e t i n g Notice is hereby given that the one hundredth Annual General Meeting of Castings P.L.C. (the “Company”) will be held at Holiday Inn, Birmingham M6, Junc. 7, Chapel Lane, Great Barr, Birmingham, West Midlands, B43 7BG, on Tuesday, 14th August 2007 at 3.30 p.m. for the following purposes: As ordinary business 1 To receive and adopt the directors’ report and audited accounts for the year ended 31st March 2007. 2 3 4 5 6 7 To declare a final dividend. To re-elect Mr D. J. Gawthorpe as a director. To re-elect Mr M. A. Lewis as a director. To re-elect Mr C. P. King as a director. To approve the directors’ remuneration report for the year ended 31st March 2007. To reappoint BDO Stoy Hayward LLP as auditors of the Company at a fee to be agreed with the directors. To consider and, if thought fit, pass the following resolutions, of which resolution 8 will be proposed as an ordinary resolution and resolutions 9 and 10 will be proposed as special resolutions. As an ordinary resolution 8 THAT: (a) and the directors be and are hereby generally unconditionally authorised in accordance with Section 80 of the Companies Act 1985 to exercise all the powers of the Company to allot relevant securities (as defined in the said Section 80) provided that the aggregate nominal value of such exceed securities £636,793, represents which approximately 14.6% of the current issued the Company; capital share shall not of (b) the foregoing authority shall expire on 13th August 2012 save that the Company may before such expiry into an make an offer or enter agreement which would or might require relevant securities to be allotted after the expiry of such period and the directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred had not expired; (c) the foregoing authority shall be in substitution for the authorities given to the directors under Section 80 of the Companies Act 1985 on 15th August 2006, which authorities are accordingly hereby revoked; (d) this authority will be put to annual shareholder approval. (b) (c) As special business As special resolutions 9 that Act) THAT the directors be and are hereby empowered pursuant to Section 95 of the Companies Act 1985 to allot equity (within the meaning of securities Section 94 of for cash to the general authority pursuant conferred by the ordinary resolution numbered 7 set out in the notice convening this meeting as if Section 89(1) of the said Act did not apply to any such allotment provided that this power shall be limited: the minimum price which may be paid for each ordinary share is 10p, exclusive of the purchase; expenses of the maximum price (exclusive of expenses) which may be paid for each ordinary share is an amount equal to 105% of the average of the middle market quotations for the ordinary shares as derived from the Daily Official List of the London Stock Exchange Limited for the five immediately days business preceding the day of purchase; (a) (b) of to allotments in connection with an offer of equity securities to the ordinary the shareholders Company where the securities respectively attributable to the interests of such holders are proportionate (as nearly as may be and subject to such exclusions or other arrangement as the directors may appropriate, necessary or expedient to deal with any fractional entitlements or with any legal or practical difficulties in respect of overseas holders or otherwise) respective numbers of ordinary shares then held by such shareholders; and consider the to to the allotment (otherwise than pursuant to subparagraph (a) of this resolution) of equity securities having, in the case of relevant shares (as defined in Section 94 of the Companies Act 1985), an aggregate nominal amount, or, in the case of other equity securities, giving the right to subscribe for or convert into relevant shares having an aggregate nominal amount not exceeding represents which £218,160, approximately 5% of the current issued share capital of the Company, and shall expire at the conclusion of the next Annual General Meeting following the date of this resolution save that the Company shall be entitled before such expiry to make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors shall be entitled to allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired. and 10 THAT the Company be and is hereby generally unconditionally authorised for the purposes of Section 166 of the Companies Act 1985 to make one or more market purchases (within the meaning of section 163 of the Companies Act 1985) of any of its ordinary shares of 10p each (the “ordinary shares”), provided that: (a) the maximum number of ordinary shares hereby authorised to be purchased 4,358,844 is representing 9.99% of the issued share capital at 31st March 2007; (d) unless previously revoked or varied, the authority hereby conferred shall expire at the conclusion of the next the Annual General Meeting of Company following the date of this resolution, unless such authority is renewed on or prior to such date; (e) the Company may, before the expiry of this authority, conclude a contract to purchase ordinary shares under this authority which will or may be executed wholly or partly after such expiry and may make a purchase of ordinary shares pursuant to any such contract, as if such authority had not expired. The record date for payment of the final dividend is 27th July 2007. Assuming the final dividend is approved by the members, the dividend will be paid on 17th August 2007. By order of the board J. C. ROBY Company Secretary Registered Office: Lichfield Road, Brownhills, West Midlands, WS8 6JZ. 20th June 2007 the Company’s Note: Any member of the company entitled to this meeting may attend and vote at appoint one or more proxies, who need not also be a member, to attend and vote, on a poll, in his stead. The instrument appointing a proxy, including authority under which it is signed (or a notarially certified copy of such authority), must be deposited at the offices of registrars: Capita Registrars, The Registry, 34 Beckenham Road, Kent, BR3 4TU, not less than 48 hours before the time appointed for the meeting. To have the right to attend and vote at the Annual General Meeting a person must be entered on the register of members on or before 6.00 p.m. on 12th August 2007 (being not more than 48 hours prior to the time fixed for the meeting). A n n u a l R e p o r t 2 0 0 7 33 34 A n n u a l R e p o r t 2 0 0 7

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