Holders Technology
Annual Report & Accounts 2012
Specialised Materials, LED Components and Lighting Solutions
Year in brief
Holders Technology supplies special laminates and materials for printed circuit boards, and
operates as a LED solutions provider to the lighting and industrial markets.
The overall results for 2012 were mixed: the PCB divisions faced challenging market conditions
throughout 2012, especially during the first half of the year. PCB operations in China were
significantly restructured, resulting in a non-cash impairment cost. The LED divisions overall
performed well and made a positive contribution.
Holders Technology recorded the following results:
Revenue 21% lower at £15.6m
PCB revenue 30% lower; LED revenue 27% higher
Margins 1.6% higher at 24.6%
Overheads reduced by £355,000
Impairment costs for China PCB operations £287,000
Group Loss before impairment costs £78,000
Group Loss after impairment costs £365,000
Cash balances £700,000. No debt.
Proposed final dividend 1.0 pence per share
Contents
Chairman’s statement
Operating review
Company information
Report of the directors
Directors’ remuneration report
Corporate governance
Report of the independent auditors to the members of Holders Technology plc
Consolidated income statement
Statement of comprehensive income
Consolidated statements of changes in equity
Balance sheets
Cash flow statements
Notes to the financial statements
Notice of annual general meeting
Five year summary
Page
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48
Business Review
Chairman’s statement
In the Chairman’s Statement accompanying the
Report and Accounts for the year to 30th November
2011 I said, “We see the forthcoming year as one of
both significant challenge and great opportunity”.
Those words proved to be well chosen in that our PCB
operations faced severe challenges particularly in the
first half of the year, while our LED activities achieved
significant sales growth and, for the first time, made a
positive contribution to the overall Group result.
impacting both
Our PCB activities continue to maintain their position
in the markets they serve but inevitably they have
been adversely affected by the continuing economic
the UK and Europe
problems
generally. In total our PCB sales in the year declined
by 30% but margin was maintained. Given the severe
difficulties we experienced in the first half of the year
it is pleasing to be able to report that some recovery
was seen in the second half of the year. Further
reductions in overheads combined with continuing
successful efforts to redeploy PCB staff to our LED
operations ameliorated the full potential impact of
this marked fall in sales.
By contrast the general LED market is expanding, as a
result of technical performance improvements and
market acceptance of their economic benefits. These
factors taken together give us grounds for expecting
that this market will see continuing substantial
growth. In the year to 30th November 2012 our LED
sales grew by 27% and margins increased by 11%; our
LED activities now contribute 26% of total Group
margin.
Our Chinese and Indian ventures were entered into
largely to service certain of our PCB customers who,
at the time, required support in these markets. The
venture in China also facilitated the sourcing of lower
cost Far Eastern products for the Group to distribute
in Europe.
While the Group has seen past benefits from both of
these areas of activity, changing market conditions
have required us to critically appraise our Chinese
operations. The ability to utilise our Chinese and
Indian low cost assembly operations to enable our
European LED activities to offer customised lighting
solutions is of benefit and will be retained. However,
our Chinese PCB activities no longer offer the same
prospects and we have therefore restructured our
Chinese operations. The details of the non-cash
impairment cost of this restructuring amounting to
£287,000 in total, are set out in the Financial Review
which follows this Statement.
As a Group our general strategy remains unchanged;
we seek to maintain our position in the PCB markets
we serve while further expanding our LED activities.
As part of this policy during the last year we entered
the market
lighting and
for energy efficient
encouraging progress has been made particularly in
the retail area.
Implementing change is difficult and disruptive and
the cooperation of our staff in assisting the process
within the Group has been vital in achieving the
progress we have made; on behalf of the Board and
shareholders I would like to thank them for their
continuing commitment.
As a Board we have carefully considered the outcome
for the year to 30th November 2012, the prospects for
the future and the company’s strong cash position. In
light of these factors we consider it both justifiable
and prudent to recommend a final dividend of 1.0p
per share.
Inevitably having a 30th November year end will
always result in a slow start to our Financial Year but I
can report that the opening months of the current
year have seen trading at better levels than resulted
from the very difficult conditions we experienced in
the opening months of the preceding year. The cost
reductions already implemented across the Group,
which have included salary sacrifices by the plc board,
will further benefit the financial results for the first
half of the current year.
We believe our PCB activities can maintain their
relative position and be of continuing major benefit to
the Group. The growing opportunities we see in our
LED markets coupled with the commitment of our
staff and the strength of our balance sheet leaves us
well placed to make further progress in this area.
Overall we expect a stronger performance by the
Group in the current year.
R W Weinreich
Executive Chairman
14 March 2013
Holders Technology plc ¦ Annual Report & Accounts 2012 1
Business Review
Operating review
Corporate strategy
Holders is committed to maintaining its position in the
PCB industry, and increasing sales and profitability in
LED lighting.
The board seeks to enhance shareholder value over
the medium to long term, whilst maintaining a
conservative
Where an
opportunity to increase market share is identified, this
internally
is addressed within
generated cash flow and bank facilities.
the bounds of
framework.
financial
Product strategy
Holders has operated for many years as a distributor
of specialised materials and equipment to the printed
circuit board (PCB) industry. The European PCB
industry has strengths in the defence, aerospace,
automotive and medical sectors, while the Far East is
dominant
in the production of consumer-related
electronics.
Holders continues to pursue its PCB strategy based on
dual positioning: both as a
low-cost source of
standard products used throughout the industry; and
as an exclusive supplier of technically sophisticated
products to the PCB sector.
The two elements of this strategy are interdependent
and complementary. The high volumes achieved on
standard products ensure a competitive cost-base for
this part of the business thus enabling the territorial
coverage and technical support levels required to
support customers who manufacture sophisticated
niche products.
In addition to the PCB industry, Holders operates as a
LED solutions provider to the lighting and industrial
markets. The product offering ranges from single LED
components, to semi assembled
light modules,
through to finished LED lighting products. Holders
continues to expand its LED product range for the LED
lighting sector, as well as developing a range of
modules tailored to customers’ requirements.
As well as specialising in LED solutions, Holders has
furthered broadened its product portfolio, to include
lighting
the offering of other energy efficient
solutions, such as fluorescent lighting.
Economic environment
In 2012, the PCB industry faced a difficult year, due to
the economic problems within the Eurozone. With
the private sector facing reduced demand and the
public sector reducing investment, PCB manufacturers
have experienced a marked slowdown in business.
both
resulting
The LED industry in 2012 continued to experience an
oversupply of LEDs and strong competition between
continuous
manufacturers,
downward pressure on prices of LED components.
The reduction in prices coupled with the efficiencies
now available from LED technology is expected to lead
to an increasing uptake of LED lighting products across
both the commercial and domestic markets.
in
PCB operations
UK
UK trading operations are based
in Galashiels,
Scotland. The PCB industry in the UK is oriented
towards the aerospace and defence industries, both
of which require a broad range of products. The UK
market deteriorated in 2012, resulting in a fall in
revenue to £4.1m. (2011: £5.1m)
Germany
The German PCB industry is particularly driven by
demand from the automotive and solar sectors. 2012
was a difficult year for the German market, leading to
a fall in revenue to £7.0m. (2011: £10.6m)
LED & Lighting products
UK/Scandinavia
In addition, to its PCB business, Holders Technology
UK has three LED trading divisions.
Holders Components specialises in providing LED
solutions both to the general lighting market and to
selected industrial and commercial market segments.
Over the last year, sales have increased significantly in
the UK market.
Opteon offers a range of LED products to the
electrical wholesale market. Trading for the year was
modest but showed an increase in profitability.
Holders Technology plc ¦ Annual Report & Accounts 2012 2
Business Review
Operating review (continued)
range of energy efficient
NRGstar, which commenced trading in March 2012,
lighting
offers a
technologies, focussing on the Retail and Commercial
market segments. NRGstar commences 2013 with an
encouraging sales pipeline of blue chip retail and
commercial customers.
Continental Europe
In Germany, Holders Components and Opteon are
trading divisions of Holders Technology GmbH and
these divisions serve the rest of the European market.
During the last year, both divisions increased their
product offering and expanded their customer base in
the German speaking markets.
Far East
Far East operations comprise: Topgrow Technologies
Limited (Topgrow), a Hong Kong based holding
company, and Dongguan Hui Zhan Electronic
Company (DHZ), based in Dongguan, Southern China.
DHZ provides LED lighting assembly services and PCB
materials.
As a result of market conditions, the ongoing PCB
business in China was re-appraised. This resulted in a
non cash impairment charge of £287,000. Further
details are shown in the Financial Review. In 2013, we
anticipate further growth on the LED side of the
business and reduced business on the PCB side.
Revenue from Far East operations increased in 2012
from £1.5m to £2.0m.
India
Holders Technology (India) Private Limited provides
materials and services to the local PCB industry and is
also now providing LED lighting assembly services to
European customers. The company has continued to
make satisfactory progress.
Victoria Blaisdell
Group Managing Director
14 March 2013
Holders Technology plc ¦ Annual Report & Accounts 2012 3
Business Review
Financial review
Key performance indicators
The directors believe
following key
that
performance indicators are of most significance to
assessment of the group’s performance and financial
position:
the
level of turnover provides an
Revenue
The
important
indication of the strength of the group’s product
range and coverage.
Profitability
Profitability is largely a function of the gross margins
achieved and management’s success in containing
administrative expenses in relation to turnover.
Gearing and liquidity
The group operates in a cyclical industry and the
directors have consistently applied a conservative
approach to financing the group’s activities. The key
measures are net liquid funds and gearing, which are
described in more detail below.
Revenue
Group revenue from continuing operations reduced
from £19.6m to £15.6m. PCB revenue reduced by
£5.0m and LED revenue increased by £0.9m.
Profitability
The operating result before exceptional items was a
loss of £0.1m compared to a profit £0.4m in 2011.
The gross profit margin was 24.6% compared to 23.0%
in 2011.
reviewed.
During the year the Group’s China PCB operations
The operations have been
were
restructured and the non-profitable elements will be
discontinued.
in a non-cash
This has resulted
impairment cost totalling £287,000. Details are
shown in note 7 of the financial statements.
Total administrative expenses were reduced by
£355,000 compared to 2012. However, due to the
lower sales
levels, the administration cost as a
proportion of revenue increased from 19.5% in 2012
to 22.7% in 2012. Cost savings made during 2012
should further reduce overhead costs in 2013.
The group loss before tax, after including exceptional
items, was £0.4m compared with £0.4m profit before
tax last year.
Post tax result
The loss for the financial year after tax, attributable to
equity shareholders was £0.4m (2011: profit of
£0.4m). The basic loss per share was 9.49p per share
(2011: profit 6.70p per share). The fully diluted loss
per share was 9.49p per share (2011: profit 6.63p per
share).
Dividends
The board proposes a final dividend of 1.0p per share
to be paid on 21 May 2013 to shareholders on the
register on 1 May 2013. Including the 1.0p interim
dividend already paid on 2 October 2012 the total
dividend for 2012 would be 2.0p (2011: 5.35p).
Principal risks and uncertainties
The directors believe that the following are the
principal risks and uncertainties faced by the group:
Competition
Both the PCB and LED sectors are highly competitive
and the group faces competition from a wide range
of companies. The group continually seeks out the
most cost-effective sources for its products in order
to remain competitive.
Customers
The group is exposed to the risk of bad debts.
Within the major European markets, the group uses
credit analysis data to monitor customer risk levels
Credit
and maintain appropriate credit
insurance is used for UK customers where it is
available.
limits.
Suppliers
As with any distribution business, the group is
dependent on maintaining supply. The group has
diversified its product range and sources in order
not to be overly dependent on any single supplier.
Cash flow, liquidity and financing
As a result of the reduced sales levels the group was
able to reduce stock levels from £3.8m in 2011 to
£3.2m in 2012.
Holders Technology plc ¦ Annual Report & Accounts 2012 4
Business Review
Financial review (continued)
The group maintains overdraft and trade financing
facilities with its banks to meet short term financing
requirements
European
the
requirements were denominated in euros. At 30
November 2012, the group had net cash of £0.7m
compared with £0.1m at the previous year end.
during
year.
forward USD purchase contracts totalling £587,000
were held as detailed in note 21.
Conclusion
The group continues to operate a conservative
financial policy, which leaves it well placed to benefit
from future growth opportunities.
At 30 November 2012 the group had net liquid funds
(trade and other receivables plus cash minus current
liabilities) of £1.6m compared to £1.4m
in the
preceding year.
Paul Geraghty
Group Finance Director
Net assets per ordinary share at 30 November 2012
were £1.24 compared with £1.44 in 2011.
14 March 2013
Derivatives and other financial instruments
Operations are financed by a mixture of retained
profits and overdrafts. The board’s current policy is to
use variable rate overdraft facilities in order to
maintain short term flexibility. At 30 November 2012,
the group had gearing, being debt divided by debt
plus shareholders’ funds, of 0.0% (2012: 0.4%).
The group’s financial instruments, other than forward
currency contracts, comprise borrowings, cash and
items, such as trade receivables and payables that
arise directly from its operations. The main purpose
of these instruments is to raise finance for operations.
It is, and has been throughout the period under
review, the group’s policy that no trading in financial
instruments shall be undertaken.
Currency risk and exposure
The group enters into derivatives transactions, in the
form of forward currency contracts that are used to
manage the currency risks arising from purchases
from foreign suppliers where the products are sold in
local currencies. Forward currency contracts have
also been used to reduce the company’s foreign
currency exposure when it has provided euro loans to
finance its European subsidiaries.
The overseas sales operations are in the European
Community, China and India. The group has currency
exposures in US dollars, euros, Hong Kong dollars and
the Chinese Renminbi.
Although day to day
transactional exposures are regularly covered by
forward contracts, the group has an underlying
exposure, particularly to the euro. At the year end
Holders Technology plc ¦ Annual Report & Accounts 2012 5
Governance
Company information
Directors
R W Weinreich, Executive Chairman
V M Blaisdell, BSc, Group Managing Director
P K I Geraghty BSc, ACA, Group Finance Director
D A Mahony, BA (Econ), MSc, Non-Executive Director
Secretary
P K I Geraghty BSc, ACA
Registered office
Elstree House
Elstree Way
Borehamwood
Hertfordshire WD6 1SD
Website
www.holderstechnology.com
Registered number
1730535
Auditors
Bankers
Registrars
Grant Thornton UK LLP
101 Cambridge Science Park
Milton Road
Cambridge CB4 0FY
HSBC
City CBC
60 Queen Victoria Street
London EC4N 4TR
Neville Registrars
Neville House
18 Laurel Lane
Halesowen
West Midlands B63 3DA
Nominated Advisor and
Broker
Northland Capital Partners Limited
60 Gresham Street
London
EC2V 7BB
Holders Technology plc ¦ Annual Report & Accounts 2012 6
Governance
Report of the directors
Principal activities
The principal activity of the group is to provide specialised materials, components, finished goods and services for
the electronics and lighting sectors.
Business review and future developments
A review of the year and likely developments is contained in the Chairman’s Statement and the Business Review.
Results and dividends
The group made a loss after taxation for the financial year attributable to shareholders of £374,000 (2011: profit
£264,000).
Full details are contained in the consolidated income statement on page 14. The directors have proposed a final
dividend of 1.0p per share payable on 21 May 2013 to shareholders on the register at close of business on 1 May
2013. The total dividend for the year, including the interim dividend of 1.0p (2011: 2.1p) per share paid on 2
October 2012, amounts to £79,000 (2011: £211,000), which is equivalent to 2.0p (2011: 5.35p) per share.
Payment of suppliers
The group’s policy is to use its best endeavours to settle with suppliers in accordance with agreed payment terms.
For the group, the average number of days’ credit taken from trade suppliers at 30 November 2012 was 36 days
(2011: 30 days). For the company, the average number of days credit taken from trade suppliers at 30 November
2012 was nil days (2011: nil days).
Financial risk management
Details of the group’s financial risk management are contained in note 4 to the financial statements.
Directors
The directors currently holding office are listed on page 6, all of whom served throughout the year. The beneficial
shareholdings of the directors at 30 November 2012 are set out in note 28 to the financial statements.
Rudi Weinreich, aged 66, Chairman and Chief Executive, was born in Austria. He has been responsible for all aspects
of the business since he started it in 1972, particularly the assessment of new products and distributorship
agreements.
Victoria Blaisdell, aged 40, joined the Group in 2004 and is now Group Managing Director. She has worked in the IT
industry for over 12 years and has previously worked in several countries as a Senior Consultant for American
Management Systems Inc.
Paul Geraghty, aged 52, joined the Group in 2012 as Group Finance Director and Company Secretary. He previously
held senior financial roles in engineering companies, including Elektron Components Limited and Protec plc.
David Mahony, aged 69, is the Senior Non-executive Director, appointed in 1988. He is chairman of Opsec Security
Group plc.
Holders Technology plc ¦ Annual Report & Accounts 2012 7
Governance
Report of the directors (continued)
Substantial shareholdings
At 12 March 2013 the company had been informed of the following interests, in addition to the interests of R W
Weinreich, amounting to 3% or more in the issued ordinary share capital of the company, excluding treasury shares:
Andre Marcou
Armstrong Investments Limited
Rath Dhu Limited
Stockinvest Limited
Hugh S Pearson Gregory
Number %
447,000
275,000
272,500
171,500
136,109
11.35%
6.98%
6.92%
4.35%
3.45%
Annual General Meeting
The Annual General Meeting of the Company will be held at Elstree House, Elstree Way, Borehamwood,
Hertfordshire WD6 1SD at 11.30 a.m. on 26 April 2013.
Special business at the Annual General Meeting
An ordinary resolution (set out as resolution 6 in the Notice of the Annual General Meeting) will be proposed to give
the directors authority to allot 1,386,517 ordinary shares being approximately 33% of the issued ordinary share
capital of the company as at the date of this report which includes 295,000 ordinary shares being the maximum
number of shares the company may be obliged to issue under its employee share option scheme. The authority,
when given, will expire at the conclusion of next year's annual general meeting. The directors have no present
intention of exercising this authority.
A special resolution (set out as resolution 7 in the Notice of Annual General Meeting) will be proposed to empower
the directors to allot securities of the company up to a specified amount in connection with rights issues without
having to obtain prior approval from shareholders on each occasion and also to allot a smaller number of these for
cash without first being required to offer such shares to existing shareholders. The number of ordinary shares which
may be issued for cash under the latter authority will not exceed 207,978 being approximately 5% of the issued
ordinary share capital of the company as at the date of this report. The proposed power will expire at the conclusion
of next year's Annual General Meeting.
A special resolution (set out as resolution 8 in the Notice of Annual General Meeting) will be proposed to authorise
the company to buy on the open market up to 393,955 ordinary shares of 10p each, representing 10% of the issued
ordinary share capital of the company as at the date of this report, excluding treasury shares. The directors, in
reaching any decision to purchase ordinary shares, will take into account the company’s cash resources, capital
requirements and the effect of any purchase on earnings per share.
Going Concern
The company’s business activities, together with the factors likely to affect its future development, performance and
position are set out in the Business Review on page 3. The financial position of the company, its cash flows, liquidity
position and borrowing facilities are described in the Financial Review on page 5. In addition, notes 2, 3, 4, 21 and 26
to the financial statements include the company’s objectives, policies and processes for managing its capital; its
financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to
credit risk and liquidity risk.
Holders Technology plc ¦ Annual Report & Accounts 2012 8
Governance
Report of the directors (continued)
The company has good financial resources together with a number of customers and suppliers across different
geographic areas and industries. As a consequence, the directors believe that the company is well placed to manage
its business risks successfully despite the current uncertain economic outlook.
Statement of directors' responsibilities
The directors are responsible for preparing the Directors’ Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the
directors have to prepare the financial statements in accordance with International Financial Reporting Standards as
adopted by the European Union (IFRSs). Under company law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the company
and group for that period. In preparing these financial statements, the directors are required to:
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained
in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
company will continue in business.
select suitable accounting policies and then apply them consistently;
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and
enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible
for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The directors confirm that:
so far as each of the directors is aware, there is no relevant audit information of which the company’s auditors
are unaware; and
the directors have taken all steps that they ought to have taken as directors in order to make themselves aware
of any relevant audit information and to establish that the auditors are aware of that information.
The directors are responsible for the maintenance and integrity of the corporate and financial information included
on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Directors’ indemnity arrangements
The company has purchased and maintained throughout the year directors’ and officers’ liability insurance in respect
of its directors. The directors also have the benefit of the indemnity provision contained in the company’s Articles of
Association. These provisions, which are qualifying third party indemnity provisions as defined by the Companies Act,
were in force since 30 April 2007, and are currently in force.
Auditors
The auditors, Grant Thornton UK LLP, are willing to continue in office as auditors of the company and a resolution to
reappoint them will be proposed at the forthcoming Annual General Meeting.
By order of the board
Paul Geraghty
Secretary
14 March 2013
Holders Technology plc ¦ Annual Report & Accounts 2012 9
Governance
Directors’ remuneration report
The directors present the directors’ remuneration report for the financial year ended 30 November 2012. As the
company is listed on AIM, it does not have to comply with the requirements of the remuneration report contained in
the listing rules.
Remuneration policy
The company policy is to design prudent executive remuneration packages to attract, motivate and retain directors
of a high calibre and to reward them for enhancing value to shareholders. The determination of the annual
remuneration packages of the senior executive directors and key members of senior management are undertaken as
set out in the corporate governance report on page 11.
There are three main elements of the remuneration packages of the executive directors:
Basic annual salary and benefits;
Share option incentives; and
Pension arrangements.
The company believes that share option incentives encourage long term commitment to shareholder value and
ensure that rewards for executive directors and senior managers are aligned with the interests of shareholders.
There is no company pension scheme in place. Contributions are made to the personal pension schemes of certain
directors.
Executive directors may accept up to two external non-executive appointments, as long as these are not with
competing companies and are not likely to lead to conflicts of interest. This policy is followed where such
appointments would beneficially broaden experience and knowledge.
Executive directors’ remuneration and terms of appointment
Base salaries are reviewed annually and are set to reflect responsibilities, experience and marketability. Regard is
also given to the level of rewards made in the year to staff. The mechanism for supervising the company share
option scheme and the granting of options under it is as set out in the corporate governance report on page 11.
None of the directors have service contracts with a notice period exceeding one year. Each director is entitled to
contributions to personal pension schemes and benefits in kind, which include car allowance and private health
insurance.
Non-executive directors’ remuneration
The fees paid to non-executive directors are determined by the board. Non-executive directors are normally
appointed for an initial period of three years. Appointments are made subject to retirement by rotation or removal
under the company’s articles of association. Non-executive directors do not participate in the company's option
scheme.
Details of the directors’ remuneration, pension entitlements, shareholdings and share options are included in note
25 to the financial statements.
Holders Technology plc ¦ Annual Report & Accounts 2012 10
Governance
Corporate governance
independent.
Board composition and responsibility
During the year the board comprised three executive
directors and one non-executive director. None of the
directors are
The appointment of
another non-executive director will be considered
when it is judged appropriate. Given the size of the
company it is not considered by the board that it is
either necessary or appropriate to incur the cost of
employing a separate chairman. All directors are
required to retire and submit themselves for re-
election at three yearly intervals. No director has a
service agreement requiring more than twelve months
notice of termination to be given.
approval,
information
All directors receive management
in
advance of board meetings, which are held monthly,
the board visits subsidiary companies as
and
appropriate. There is a schedule of matters requiring
board
strategy,
acquisitions and disposals, key appointments and
group funding strategy. All directors have access to
the advice and services of the Company Secretary (and
there are processes in place enabling directors to take
independent legal advice at the company’s expense in
the furtherance of their duties).
corporate
including
The following table shows the number of scheduled
board and board committee meetings held during the
year ended 30 November 2012 and details of each
director’s attendance.
Number held
R Weinreich
V Blaisdell
D Mahony
P Geraghty
Board
11
11
10
11
11
Audit
2
1
1
2
2
Remuneration
1
-
-
1
-
the
interim and
Audit Committee
The Group Finance Director and the Non-executive
Director act as the audit committee which
is
responsible for reviewing a range of financial matters,
final accounts, and
including
monitoring the controls which are in force to ensure
the integrity of the financial information reported to
the shareholders. The committee reviews the need for
internal audit on an annual basis and, due to the size
of the company, the committee believes that the cost
of introducing this function would outweigh any
perceived benefits. The audit committee has met
twice in the year. The Non-executive Director meets
separately with the auditors as part of such meetings.
Remuneration Committee
During the year, the Non-executive Director has acted
as the sole member of the remuneration committee.
The principal function of the remuneration committee
is to determine on behalf of the board the
remuneration and other benefits of the executive
directors, including pensions, share options, service
The
contracts and
remuneration policy and key elements of
the
remuneration packages of the executive directors are
included in the Directors’ Remuneration Report on
page 10.
compensation payments.
the
The principal objectives of
remuneration
committee in respect of executive directors and the
board in respect of the company as a whole are to
ensure that the company's senior management
remuneration policies and practice facilitate the
recruitment, retention and motivation of top quality
personnel and to ensure that senior management
remuneration operates on a best-practice basis,
aligning, where practicable, the remuneration of
executives with the interests of shareholders.
Each of the company's executive directors is subject to
an annual appraisal of their performance as executives
which is conducted by the Non-executive Director.
Board nominations
The company has formal procedures for making
appointments to the board and these would be applied
to ensure that any new appointments that might be
made meet the desired criteria.
Shareholder relationships
The objective of the board is to create increased
shareholder value by growing the business in a manner
that delivers sustainable improvement in earnings over
the medium and long term.
The board regards the annual general meeting as an
important opportunity to communicate with private
investors in particular. Directors make themselves
available to shareholders both before and after the
annual general meeting and at other times.
Holders Technology plc ¦ Annual Report & Accounts 2012 11
Governance
Corporate governance (continued)
Internal Control
The system of internal controls established by the
directors is intended to be comprehensive, although
the limitations of any system of control is such that it
is designed to manage rather than eliminate the risk
of failure to achieve business objectives and to
provide a reasonable, rather than absolute, level of
assurance against material misstatement or loss. The
directors acknowledge their responsibilities for the
group’s system of internal control and for reviewing
its effectiveness.
The principal features of the system of internal
financial controls are:
budgetary control over all operating units,
measuring performance against pre-
determined targets on at least a monthly basis;
regular forecasting and reviews covering trading
performance, assets, liabilities and cash flows;
delegated
financial
expenditure and recruitment;
limits of authority covering key
capital
commitments
including
identification and management of key business
risks.
The board continually reviews the effectiveness of
financial,
other
risk
operational,
management.
compliance
including
controls,
controls
internal
and
Financial reporting
A detailed formal budgeting process for all group
businesses culminates in an annual group budget
which is approved by the board. Results for the
company and for its main constituent businesses
are reported monthly to the board against this
budget and revised forecasts for the year are
prepared each quarter.
Financial and accounting principles
A comprehensive
financial and accounting
controls manual sets out the principles of and
minimum standards required by the board for
effective financial control. The manual sets out
the
financial and accounting policies and
procedures to be applied throughout the group.
Compliance with the policies and procedures set
out in the manual is reviewed on a regular basis.
Internal financial controls assurance
In addition to the existing procedures, during the
year senior executives have prepared detailed
reports on the operation of those elements of the
system for which they are responsible.
Capital investment
The group has clearly defined guidelines for
include annual
capital expenditure.
budgets,
review
procedures, levels of authority and due diligence
requirements where businesses are being
acquired.
These
appraisals
detailed
and
Turnbull risk assessment
The group has
implemented a process for
identifying, reporting and assessing risk at each
subsidiary.
The board regularly reviews the
subsidiaries’ risk assessments.
The directors confirm that they have reviewed the
effectiveness of the system of internal controls in
operation during the year and the period to the date
of the approval of the annual report and accounts.
The board is committed to the principles of openness,
integrity and accountability in dealing with the
company's affairs. It believes it has always acted with
probity in the best interests of the company, its
employees and shareholders and fully intends to
continue to do so in the future.
Holders Technology plc ¦ Annual Report & Accounts 2012 12
Governance
Independent auditor's report to the members of Holders Technology plc
We have audited the financial statements of Holders Technology plc for the year ended 30 November 2012 which
comprise the consolidated income statement, the consolidated statement of comprehensive income, group and company
statements of changes in equity, group and company balance sheets, the group and company statements of cash flow,
and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company
financial statements, as applied in accordance with the provisions of the Companies Act 2006.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
Respective Responsibilities of Directors and Auditors
As explained more fully in the Directors’ Responsibilities Statement set out on page 9, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to
audit and express an opinion on the financial statements in accordance with applicable law and International Standards on
Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical
Standards for Auditors.
Scope of the Audit of the Financial Statements
A description of the scope of an audit of
www.frc.org.uk/apb/scope/private.cfm.
financial statements
is provided on the APB's website at
Opinion on Financial Statements
In our opinion:
the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at
30 November 2012 and of the group's loss for the year then ended;
the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European
Union;
the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union and as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors' Report for the financial year for which the group financial
statements are prepared is consistent with the group financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you
if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not
been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Paul Naylor
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Cambridge
14 March 2013
Holders Technology plc ¦ Annual Report & Accounts 2012 13
Accounts
Consolidated income statement for the year ended 30 November 2012
Continuing operations
Revenue
Cost of sales
Gross profit
Distribution costs
Administrative expenses
Impairment costs
Other operating (expenses)/ income
Operating (loss)/ profit
Finance income
Finance expenses
(Loss)/ profit before taxation
Tax expense
(Loss)/ profit for the year
(Loss)/ profit for the year attributable to:
Owners of the parent
Non-controlling interest
(Loss)/ profit for the financial year
Total and continuing
Basic (loss)/ earnings per share
Diluted (loss)/ earnings per share
Note
5
7
6
6
8
10
10
2012
£’000
15,605
(11,763)
3,842
(376)
(3,550)
(287)
6
(365)
1
(15)
(379)
(58)
(437)
(374)
(63)
(437)
(9.49p)
(9.49p)
2011
£’000
19,636
(15,127)
4,509
(404)
(3,828)
-
98
375
-
(12)
363
(123)
240
264
(24)
240
6.70p
6.63p
Consolidated statement of comprehensive income for the year ended 30 November 2012
(Loss)/ profit for the year
Reclassification adjustment related to terminated foreign
operations
Change in actuarial assumption re pension liability
Exchange differences on translating foreign operations
Total comprehensive income and expense for the year
Total comprehensive income and expense for the year
attributable to:
Owners of the parent
Non-controlling interests
2012
£’000
(437)
-
(45)
(163)
(645)
(577)
(68)
(645)
2011
£’000
240
412
-
60
712
788
(76)
712
Holders Technology plc ¦ Annual Report & Accounts 2012 14
Accounts
Statements of changes in equity
Company
Balance at 1 December 2010
Profit and total comprehensive income for the
year
Dividends
Share-based payment charge
Balance at 30 November 2011
Profit and total comprehensive income for the
year
Dividends
Share-based payment charge
Balance at 30 November 2012
Share
capital
Share
premium
£'000
416
-
-
-
416
-
-
-
416
£'000
1,531
-
-
-
1,531
-
-
-
1,531
Capital
redemption
reserve
£'000
1
-
-
-
1
-
-
-
1
Retained
earnings
Total equity
£'000
539
404
(211)
(4)
728
(166)
(168)
1
395
£'000
2,487
404
(211)
(4)
2,676
(166)
(168)
1
2,343
Holders Technology plc ¦ Annual Report & Accounts 2012 15
Share capitalShare premiumCapital redemption reserveTranslation reserve Retained earningsTotal attributable to owners of parentNon-controlling interestTotal equityGroup £'000£'000£'000£'000£'000£'000£'000£'000Balance at 1 December 20104161,5311 6293,2645,841915,932Dividends- - - -(211)(211)-(211)Employee share-based payment options- - - -(4)(4)-(4)Transactions with owners- - - -(215)(215)-(215)Profit/(loss) for the year- - - -264264(24)240Reclassification adjustment related to terminated foreign operations- - - (412)412---Exchange differences on translating foreign operations- - - 51 -51960Total comprehensive income for the year---(361)676315(15)300Balance at 30 November 20114161,5311 2683,7255,941766,017Dividends- - - -(168)(168)-(168)Employee share-based payment options- - - -11-1Transactions with owners- - - -(167)(167)-(167)Profit/(loss) for the year- - - -(374)(374)(63)(437)Effect of change in pension liability assumptions- - - - (45)(45)-(45)Exchange differences on translating foreign operations- - - (163)-(163)(5)(168)Total comprehensive income for the year---(163)(419)(582)(68)(650)Balance at 30 November 20124161,5311 2683,1395,19285,200
Accounts
Balance sheets at 30 November 2012
Company number: 1730535
Assets
Non-current assets
Goodwill
Property, plant and equipment
Investments in subsidiaries
Investment in joint venture
Investments in associates
Deferred tax assets
Current assets
Inventories
Trade and other receivables
Current tax assets
Cash and cash equivalents
Liabilities
Current liabilities
Trade and other payables
Borrowings
Current tax liabilities
Net current assets
Non-current liabilities
Borrowings
Retirement benefit liability
Contingent consideration
Deferred tax liabilities
Shareholders’ equity
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Cumulative translation adjustment reserve
Equity attributable to the shareholders of the
parent
Non-controlling interest
Note
Group
2012
£’000
2011
£’000
12
13
14
15
16
23
17
18
19
20
20
22
29
23
24
318
398
-
-
-
41
757
3,140
2,397
57
700
6,294
(1,556)
-
(35)
(1,591)
4,703
-
(199)
(29)
(32)
(260)
5,200
416
1,531
1
3,139
105
5,192
8
5,200
318
556
-
-
-
72
946
3,834
2,951
95
67
6,947
(1,591)
(26)
(35)
(1,652)
5,295
-
(167)
(29)
(28)
(224)
6,017
416
1,531
1
3,725
268
5,941
76
6,017
Company
2012
£’000
-
21
2,780
15
-
-
2,816
-
387
-
6
393
(800)
-
(32)
(832)
(439)
-
-
(29)
(5)
(34)
2,343
416
1,531
1
395
-
2,343
-
2,343
2011
£’000
-
29
2,780
15
-
-
2,824
-
676
-
15
691
(766)
(6)
(33)
(805)
(114)
-
-
(29)
(5)
(34)
2,676
416
1,531
1
728
-
5,941
-
2,676
The financial statements were approved by the Board on 14 March 2013 and signed on its behalf by:
R W Weinreich
Director
Holders Technology plc ¦ Annual Report & Accounts 2012 16
Accounts
Cash flow statements for the year ended 30 November 2012
Group
Company
Note
2012
£’000
2011
£’000
2012
£’000
2011
£’000
Cash flows from operating activities
Operating (loss)/ profit
Share-based payment credit
Depreciation
Impairment costs
Currency translation
(Gain)/ Loss on sale of property, plant and
equipment
(Increase)/decrease in inventories
(Increase)/decrease in trade and other
receivables
Increase/(decrease) in trade and other
payables
Investment in subsidiary fair value adjustment
Cash (used in)/generated from operations
Corporation tax (paid)/received
Net cash (used in)/generated from operations
Cash flows from investing activities
Proceeds from disposal of subsidiary
Purchase of property, plant and equipment
Proceeds from sale of property, plant and equipment
Income from investments
Interest received
Net cash (used in)/generated from investing activities
Cash flows from financing activities
Interest paid
Loan repayments
Movement in contingent consideration
Finance lease principal repayments
Equity dividends paid
Net cash used in financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at start of period
Effect of foreign exchange rates
Cash and cash equivalents at end of period
(365)
1
151
287
10
(3)
488
415
(92)
-
892
15
907
-
(74)
18
-
1
(55)
(15)
(26)
-
-
(168)
(209)
643
67
(10)
700
375
(4)
144
20
40
(16)
(8)
(257)
(582)
-
(288)
(155)
(443)
-
(137)
24
-
-
(113)
(12)
(27)
(16)
(3)
(211)
(253)
(825)
888
4
67
(175)
1
9
-
-
-
-
289
34
-
158
(1)
157
-
(1)
-
-
14
13
(5)
-
-
-
(168)
(173)
(3)
9
-
6
(158)
(4)
3
-
-
-
-
(253)
(796)
16
(1,192)
(156)
(1,348)
1,157
(29)
-
77
6
1,211
(2)
-
(16)
-
(211)
(213)
(54)
63
-
9
Holders Technology plc ¦ Annual Report & Accounts 2012 17
Accounts
Notes to the financial statements
1. General information
Holders Technology plc is incorporated in the United Kingdom under the Companies Act.
These consolidated financial statements are presented in pounds sterling and all information has been rounded
to the nearest thousand. Foreign operations are consolidated in accordance with the policies set out in note 2
below.
2. Accounting policies
Basis of preparation
The group and parent company financial statements have been prepared in accordance with EU endorsed
International Financial Reporting Standards (IFRS), International Financial Reporting Interpretations Committee
(IFRIC) interpretations and with those parts of the Companies Act applicable to companies reporting under IFRS.
All accounting standards and interpretations issued by the International Accounting Standards Board and the
International Financial Reporting Interpretations Committee effective at the time of preparing these financial
statements have been applied.
The group and parent company financial statements have been prepared under the historical cost convention. A
summary of the significant group accounting policies adopted in the preparation of the financial statements is
set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Going concern
The company’s business activities, together with the factors likely to affect its future development, performance
and position are set out in the Business Review on page 3. The financial position of the company, its cash flows,
liquidity position and borrowing facilities are described in the Financial Review on page 5. In addition, notes 2, 3,
4, 21 and 26 to the financial statements include the company’s objectives, policies and processes for managing
its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and
its exposures to credit risk and liquidity risk.
The company has good financial resources together with a number of customers and suppliers across different
geographic areas and industries. The Board pursues a cautious strategy, combined with effective cost control in
order to maintain a strong working capital position. As a consequence, the directors believe that the company is
well placed to manage its business risks successfully despite the current uncertain economic outlook.
Standards and Interpretations to Standards not yet effective
The following Standards and Interpretations have been issued, but are not yet effective and have not been early
adopted by the group:
IFRS 9 Financial Instruments (effective 1 January 2015)
IFRS 10 Consolidated Financial Statements (effective 1 January 2013)
IFRS 11 Joint Arrangements (effective 1 January 2013)
IFRS 12 Disclosure of Interests in Other Entities (effective 1 January 2013)
IFRS 13 Fair Value Measurement (effective 1 January 2013)
IAS 19 Employee Benefits (Revised June 2011) (effective 1 January 2013)
IAS 27 (Revised), Separate Financial Statements (effective 1 January 2013)
IAS 28 (Revised), Investments in Associates and Joint Ventures (effective 1 January 2013)
Presentation of Items of Other Comprehensive Income - Amendments to IAS 1 (effective 1 July 2012)
Disclosures - Offsetting Financial Assets and Financial Liabilities - Amendments to IFRS 7 (effective 1 January
2013)
Offsetting Financial Assets and Financial Liabilities - Amendments to IAS 32 (effective 1 January 2014)
Holders Technology plc ¦ Annual Report & Accounts 2012 18
Accounts
Accounting policies (continued)
Mandatory Effective Date and Transition Disclosures - Amendments to IFRS 9 and IFRS 7 (effective 1 January
2015)Annual Improvements 2009-2011 Cycle (effective 1 January 2013)
Transition Guidance - Amendments to IFRS 10, IFRS 11 and IFRS 12 (effective 1 January 2013)
Investment Entities - Amendments to IFRS 10, IFRS 12 and IAS 27 (effective 1 January 2014)
The directors anticipate that the adoption of these standards and interpretations in future periods will have no
material impact on the financial statements of the group except for additional disclosures when the relevant
standard comes into effect.
Use of estimates
The preparation of financial statements in conformity with IFRS requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based on historical experience and various
other factors that are believed to be reasonable under the circumstances, the results of which form the basis of
making the judgements about carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates. Critical judgements and key estimates and assumptions
are disclosed in note 3.
Principles of consolidation
The consolidated financial statements incorporate the financial statements of the company and all its
subsidiaries. Intra-group transactions, including sales, profits, receivables and payables, have been eliminated in
the group consolidation.
Subsidiaries
Subsidiaries are entities controlled by the company. Control exists when the company has the power, directly or
indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In
assessing control, potential voting rights that presently are exercisable are taken into account. The financial
statements of subsidiaries are included from the date that control commences until the date that control ceases.
In the parent company accounts investments and long term loans to subsidiaries are initially recorded at cost.
The investment value is subsequently recorded at cost less any impairment value.
Associates
An entity is treated as an associated undertaking where the group has a participating interest and exercises
significant influence over its operating and financial policy decisions. In the group accounts, interests in
associated undertakings are accounted for using the equity method of accounting. The consolidated profit and
loss account includes the group’s share of the operating results, interest, pre-tax results and attributable
taxation of such undertakings based on audited financial statements. In the consolidated balance sheet, the
interests in associated undertakings are shown as the group’s share of the identifiable net assets.
Goodwill and business combinations
The results of subsidiaries acquired in the period are included in the income statement from the date
they are acquired. On acquisition, all of the subsidiaries’ assets and liabilities that exist at the date of
acquisition are recorded at their fair values reflecting their condition at that date. For business
combinations occurring since 1 December 2009, the requirements of IFRS 3R have been applied. The
consideration transferred by the group to obtain control of a subsidiary is calculated as the sum of the
acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the group,
which includes the fair value of any asset or liability arising from a contingent consideration arrangement.
Acquisition costs are expensed as incurred.
Holders Technology plc ¦ Annual Report & Accounts 2012 19
Accounts
Accounting policies (continued)
The group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of
whether they have been previously recognised in the acquiree's financial statements prior to the acquisition.
Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values. Goodwill is
stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of a)
fair value of consideration transferred, b) the recognised amount of any non-controlling interest in the acquiree
and c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair
values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the
excess amount (ie gain on a bargain purchase) is recognised in profit or loss immediately.
As permitted by IFRS 1, goodwill arising on acquisitions before 1 December 2005 (date of transition to IFRS) has
been frozen at the UK GAAP amounts subject to being tested for impairment at that date.
Impairment charges
The company considers at each reporting date whether there is any indication that assets are impaired. If there
is such an indication, the company carries out an impairment test by measuring an asset’s recoverable amount,
which is the higher of its fair value less costs to sell and its value in use. Goodwill, which is allocated to individual
cash generating units, is reviewed annually for impairment. Value in use represents the present value of the
future cash flows expected to be derived from the cash generating unit. The present value is discounted using a
pre-tax rate that reflects current market assessments of the time value of money and of the risks specific to the
cash generating unit for which future cash flow estimates have not been adjusted. If the recoverable amount is
less than the carrying amount an impairment loss is recognised, and the asset is written down to its recoverable
amount.
Revenue recognition
Revenue comprises the value of sales of goods and services to third party customers occurring in the period,
stated exclusive of value added tax and net of trade discounts and rebates. Revenue is measured at the fair
value of the consideration received or receivable.
Revenue on the sale of goods is recognised when substantially all of the risks and rewards in the product have
passed to the customer, which is usually upon delivery to the customer. Revenue is recognised to the extent
that it is probable that the economic benefits associated with the transaction will flow into the company.
Exceptional Items
Exceptional items are those significant items which are separately disclosed by virtue of their size or incidence
to enable a full understanding of the financial performance.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. The company considers all highly liquid
investments with original maturity dates of three months or less to be cash equivalents. Bank overdrafts that
are repayable on demand and form an integral part of the group’s cash management system are included as a
component of cash and cash equivalents for the purpose of the statement of cash flows.
Trade and other receivables
Trade and other receivables do not carry interest and are initially stated at fair value and subsequently
measured at amortised cost using the effective interest rate, as reduced by appropriate allowances for
estimated irrecoverable amounts. A provision for impairment of trade receivables is established when there is
evidence that the group will not be able to collect all amounts due according to the original terms of these
receivables. The amount of the provision is the difference between the carrying value and the present value of
Holders Technology plc ¦ Annual Report & Accounts 2012 20
Accounts
Accounting policies (continued)
estimated future cash flows, discounted at the effective interest rate. Impairment losses are recognised in the
income statement.
Trade and other payables
Trade and other payables are not interest bearing and are initially stated at fair value and subsequently
measured at amortised cost using the effective interest rate.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs. Subsequent measurement is at
amortised cost. Finance charges, including any premiums payable or discounts, and direct issue costs are
recognised in the income statement over the period of the borrowings using the effective interest rate method.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of
the liability for at least 12 months after the balance sheet date.
Inventory
Inventory is stated at the lower of cost and net realisable value. Cost is determined on a first-in-first-out basis.
Net realisable value is based on the estimated sales price after allowing for all further costs of completion and
disposal. Where necessary, provision is made for obsolete, slow-moving and defective inventory.
Property, plant and equipment
The cost of items of property, plant and equipment is its purchase cost, together with any incidental costs of
acquisition.
Depreciation is calculated to write off assets over their expected useful lives. Where there is evidence of
impairment, property, plant and equipment is written down to the recoverable amount. Depreciation is
calculated at the following rates:
Leasehold building improvements
Motor vehicles
Plant and machinery
Office equipment
Over the period of the lease
20% on either cost or written down value
20% - 33% on either cost or written down value
25% on cost
Methods of depreciation, recoverable amounts and useful lives are reviewed and adjusted, if appropriate, at
each balance sheet date.
Provision is made against the carrying value of items of property, plant and equipment where an impairment in
value is deemed to have occurred.
Leased assets
Leases are classified as operating leases when a significant portion of the risks and rewards of ownership are
retained by the lessor. Rentals payable under operating leases are charged to the income statement on a
straight line basis over the periods of the leases.
Foreign currencies
Transactions in foreign currencies are translated at the exchange rate ruling at the date of each transaction.
Foreign currency monetary assets and liabilities are retranslated using the exchange rates at the balance sheet
date. Gains and losses arising from changes in exchange rates after the date of the transaction are recognised
in the income statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a
foreign currency are translated at the exchange rate at the date of the original transaction.
Holders Technology plc ¦ Annual Report & Accounts 2012 21
Accounts
Accounting policies (continued)
In the consolidated financial statements, the net assets of the group’s foreign operations are translated at the
rate of exchange at the balance sheet date. Income and expense items are translated at the average rates for
the period where these rates approximate to actual rates. Otherwise actual rates are used. The resulting
exchange differences are charged/ credited to other comprehensive income and recognised in the currency
translation reserve in equity. Such translation differences are recognised in the income statement on the
disposal of the foreign operation. All other currency differences are taken to the income statement. Profit and
losses on holding foreign currency balances are treated as a finance cost.
Derivative financial instruments
The group uses derivative financial instruments to hedge its exposure to foreign exchange risks arising from
operational, financing and investment activities. In accordance with its treasury policy, the group does not hold
or issue derivative financial instruments for trading purposes. However, derivatives that do not qualify for
hedge accounting are accounted for as trading instruments.
Derivative financial instruments are recognised initially at cost. Subsequent to initial recognition, derivative
financial instruments are stated at fair value. The gain or loss on re-measurement to fair value is recognised
immediately in the income statement.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting
all its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of
directly attributable issue costs.
Taxes
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or
recovered) using the tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. Deferred tax is measured using the tax rates that have been enacted or substantively enacted by the
balance sheet date and are expected to apply when the asset is realised or the liability settled.
Provision is not made for deferred tax on the unremitted earnings of foreign subsidiaries where such
remittances are not considered probable as the group’s policy is to reinvest profits to fund growth locally.
Provision is made where it is likely that dividends will be remitted within the foreseeable future.
A deferred tax asset is recognised only when it is probable that suitable taxable profits will be available in the
foreseeable future from which the reversal of the temporary differences can be deducted.
Employee share option scheme
The fair value of employee share plans is calculated using an appropriate actuarial model. In accordance with
IFRS 2 the resulting cost is charged to the income statement over the vesting period of the plans, with a
corresponding credit to retained earnings. The value of the charge is adjusted to reflect the expected and the
actual levels of options vesting. IFRS 2 has been applied to all grants of equity instruments after 7 November
2002 that were unvested as of 1 December 2005, in accordance with the transitional arrangements of IFRS 1.
The proceeds received, net of any directly attributable transaction costs, are credited to share capital and share
premium when the options are exercised.
Pension contributions
The group does not operate a pension scheme. Pension costs relate to group contributions to the personal
pension schemes of certain directors and employees. The contributions are recognised as an employee benefit
Holders Technology plc ¦ Annual Report & Accounts 2012 22
Accounts
Accounting policies (continued)
expense when they are due. There is also a retirement benefit liability arising from an asset purchase of
Cimatec GmbH as disclosed in note 22. The liability in respect of defined benefit pension plans is the present
value of the defined benefit obligation at the end of the accounting period less the fair value of plan assets,
together with adjustments for past-service costs. The defined benefit obligation is calculated annually by
independent actuaries. Actuarial gains and losses arising from experience adjustments and changes in actuarial
assumptions are charged or credited to equity in other comprehensive income in the period in which they arise
Dividends payable
Distributions to equity holders are disclosed as a component of the movement in shareholders’ equity. A liability
is recorded for a final dividend when the dividend is approved by the company’s shareholders, and, for an
interim dividend, when the dividend is paid.
Provisions
A provision is recognised in the balance sheet when the group has a present legal or constructive obligation as a
result of a past event, and it is probable that an outflow of economic benefits will be required to settle the
obligation.
Treasury shares
When the company purchases its own equity share capital (treasury shares), the consideration paid, including
any directly attributable incremental costs (net of tax), is deducted from equity attributable to the company’s
equity holders until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold
or reissued, any consideration received, net of any directly attributable incremental transaction costs and the
related tax effects, is included in equity attributable to the company’s equity holders.
3. Critical accounting judgements and key sources of estimation uncertainty
Critical judgement in applying the group’s accounting policies
Income taxes
The determination of the group’s tax liabilities requires the interpretation of tax law. The group obtains
appropriate professional advice from its tax advisors in relation to all significant tax matters. The directors
believe that the judgements made in determining the group’s tax liabilities are reasonable and appropriate,
however, actual experience may differ and materially affect future tax charges.
Estimation uncertainty
Impairment testing
Impairment testing of goodwill involves comparing the carrying value of an asset with its value in use, based
upon a discounted cash flow model. This model involves making assumptions involving future revenues and
profits as well as long-term growth rates and the appropriate discount rate. Further details are set out in note
13.
4. Financial risk management
Treasury management
Group treasury policies are reviewed and approved by the board. The objectives of group treasury policies are
to ensure that adequate financial resources are available for development of the business while at the same
time managing financial risks. Derivative financial instruments are used to reduce financial risk exposures
arising from the group’s business activities and not for speculative purposes.
Holders Technology plc ¦ Annual Report & Accounts 2012 23
Accounts
Accounting policies (continued)
The group’s treasury activities are managed by the Group Finance Director. The Group Finance Director reports
to the board on the implementation of group treasury policy.
The group’s business activities expose it to a variety of financial risks that include:
Liquidity risk;
•
• Credit risk;
• Cash flow interest rate risk; and
• Currency risk.
The policies for managing these risks are described below:
Liquidity risk
The group finances its operations through a combination of bank borrowings, finance leases and cash generated
from operations. The group’s treasury policy aims to ensure that there are sufficient funds available to meet the
projected cash flow requirements in the business plan.
The group’s principal source of funding is cash generated from operations. Liquidity is maintained through
committed bank credit facilities (note 21).
Credit risk
Credit risk on trade receivables is managed by monitoring the amount and duration of exposures to individual
customers depending on their credit rating. Where possible, trade receivables are insured. The amounts of
trade receivables presented in the balance sheet are net of allowances for doubtful accounts estimated by
management based on prior experience and their assessment of the current economic environment.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are high
credit quality financial institutions.
The group has no significant concentration of credit risk, with exposure spread over a large number of
customers and counterparties.
Currency risk
The group is exposed to currency risk through movements in exchange rates on its purchases and sales that are
not denominated in the local functional currencies. The group uses forward foreign exchange contracts to
hedge the currency risk associated with these transactions, where material exposure exists. The contracts are
denominated primarily in US dollars and Euros. Such contracts are accounted for in accordance with the policies
set out in note 2. At the year end forward purchase contracts totalling £587,000 were held as described in note
21.
Cash flow interest rate risk
The group is exposed to cash flow interest rate risk on bank borrowings, which are, arranged at floating rates.
The board monitors the overall level of bank debt and interest costs to limit any adverse effects on the financial
performance of the group. The group does not use interest rate swaps to hedge its exposure to interest rate
fluctuations at the present time.
Fair value estimation
The fair values of cash and cash equivalents, receivables, payables and borrowings with a maturity of less than
one year approximate their book values.
Holders Technology plc ¦ Annual Report & Accounts 2012 24
Accounts
5. Segment reporting
Management currently identifies two operating segments:
PCB, which distributes materials, equipment and supplies to the PCB industry. This includes the following
operations: UK PCB, German PCB, Far East PCB and India PCB.
LED, which distributes LED-related components and lighting products to the lighting industry. This includes
Holders Components UK and Germany, Opteon UK and Germany, NRGstar UK, China LED and India LED.
These operating segments are monitored and strategic decisions are made on the basis of adjusted segment
operating results. Segment information can be analysed as follows for the reporting periods under review:
PCB
LED
Other
2012
£’000
11,549
(8,721)
2,828
(316)
(2,482)
2011
£’000
16,451
(12,396)
4,055
(362)
(2,756)
(287)
-
42
(215)
(98)
1,035
2012
£’000
4,056
(3,042)
1,014
(60)
(923)
-
(6)
25
2011
£’000
3,185
(2,731)
454
(42)
(913)
-
(1)
502
2012
£’000
-
-
-
-
(145)
Total
2012
£’000
2011
£’000
15,605
(11,763)
3,842
(376)
(3,550)
19,636
15,127
4,509
(404)
(3,828)
2011
£’000
-
-
-
-
(159)
-
-
(287)
-
(30)
(175)
1
(158)
6
(365)
98
375
138
126
4
21
9
1
151
148
8,522
(2,467)
10,420
(3,071)
1,918
(2,353)
1,600
(2,093)
(3,389)
2,969
(4,127)
3,288
7,051
(1,851)
7,893
(1,876)
Revenue
Cost of sales
Gross profit
Distribution costs
Administrative
expenses
Exceptional costs
Other operating
income/(expenses)
Segment operating
profit
Other segmental
information
Depreciation (Note
13)
Segment assets
Segment liabilities
“Other” amounts relate to central group activities, which are not identifiable to the operating segments.
Analysis of external revenue by geographic region
UK
2012
£’000
2011
£’000
Rest of Europe
2011
2011
£’000
£’000
Revenue - PCB
- LED
4,074
1,673
5,747
(340)
5,101
1,311
6,412
34
920
6,930 10,595
1,164
7,850 11,759
343
Non-current assets
External revenue is allocated to regions based on where it originates from.
430
Asia
Total
2012
£’000
545
1,463
2,008
667
2011
£’000
755
710
1,465
569
2012
£’000
2011
£’000
4,056
11,549 16,451
3,185
15,605 19,636
946
757
Holders Technology plc ¦ Annual Report & Accounts 2012 25
Accounts
6. Finance income and expenses
Interest on bank deposits
Interest on loans and overdrafts
7. Loss for the year
The following items have been included in arriving at the loss for the year:
Costs of inventories recognised as an expense
Write-down of inventory to net realisable value
Impairment of fixed assets
Depreciation of property, plant and equipment (note 13)
(Gain)/ loss on sale of property, plant and equipment
Fees payable to the company’s auditors for the audit
of the financial statements
Fees payable to the company’s auditors and its
associates for other services:
- Audit of the financial statements of the company’s
subsidiaries (associates) pursuant to legislation
- Other services relating to taxation
Operating leases - land and buildings
Operating leases – plant and machinery
Exchange (profit)/loss
Impairment costs consist of the following:
Impairment of China PCB assets
Impairment of China PCB inventories
8. Taxation
Analysis of the charge in the period
Current tax
- Current period
- Adjustments in respect of prior periods
Deferred tax (note 23)
Total tax
2012
£’000
1
(15)
2012
£’000
10,023
10
(50)
147
(3)
12
58
16
183
14
18
2012
£’000
(168)
(119)
(287)
2012
£’000
30
(7)
23
35
58
2011
£’000
-
12
2011
£’000
12,884
(17)
(20)
144
(16)
11
41
26
189
16
13
2011
£’000
-
-
-
2011
£’000
91
5
96
27
123
Holders Technology plc ¦ Annual Report & Accounts 2012 26
Accounts
Tax reconciliation
The tax for the period is higher (2011: higher) than the standard rate of corporation tax in the UK,
effectively 24.67% (2011: 26.67%) for the company’s financial year. The differences are explained below:
Profit/(loss) before taxation
Profit/(loss) before taxation multiplied by rate of corporation
tax in the UK of 24.67 % (2011: 26.67%)
Effects of:
Differences between capital allowances and depreciation
Amounts not deductible for taxation purposes
Non taxable income
Adjustments in respect of prior years
Taxation losses
Other temporary differences
Taxation
2012
£’000
(379)
(98)
(2)
44
-
-
43
71
58
2011
£’000
363
92
6
46
(42)
5
11
5
123
9. Loss/profit of the parent company for the financial year
The result for the financial year dealt with in the accounts of the parent company was a loss of £166,000 (2011
profit: £254,000).
As permitted by Section 408 of the Companies Act 2006, no separate income statement is presented in respect
of the parent company.
10. Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding during the period. The weighted average number of
treasury shares are deducted from the number of shares issued in arriving at the weighted average number of
shares outstanding during the period.
For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume
conversion of all potentially dilutive ordinary shares. Potentially dilutive ordinary shares are those share options
granted to employees where the exercise price is less than the average market price of the company’s ordinary
shares during the period.
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out
below.
2012
Basic
earnings
per share
Earnings
£’000
Diluted
earnings
per share
Earnings
£’000
2011
Basic
earnings
per share
Diluted
earnings
per share
Profit/(loss)
attributable to equity
shareholders
(374)
(9.49p)
(9.49p)
264
6.70p
6.63p
Holders Technology plc ¦ Annual Report & Accounts 2012 27
Accounts
Earnings per share (continued)
Weighted average number of ordinary shares
Dilutive effect of share options
Fully diluted weighted average number of ordinary shares
11. Ordinary dividends
Final dividend for the year ended 30 November 2011 of 3.25p
(year ended 30 November 2010 final dividend: 3.25p)
Interim dividend paid in respect of the year of 2.1p (2011: 2.1p)
Amounts recognised as distributions to equity holders
2012
Number
3,939,551
-
3,939,551
2012
£’000
128
40
168
2011
Number
3,939,551
39,457
3,979,008
2011
£’000
128
83
211
In addition, the directors are proposing a final dividend in respect of the year ended 30 November 2012 of 1.0p
per share. If approved by shareholders, it will be paid on 21 May 2013 to shareholders on the register of
members on 1 May 2013.
12. Goodwill
Group
Cost
At 1 December
Currency translation
Arising on acquisition of JK Components Limited
Impairment charge in respect of JK Components Ltd
At 30 November
Analysis by cash generating unit
PCB
LED
2012
£’000
318
-
-
-
318
£’000
146
172
318
2011
£’000
318
-
16
(16)
318
£’000
146
172
318
As permitted by IFRS 1, goodwill arising on acquisitions before 1 December 2005 (date of transition to IFRS) has
been frozen at the UK GAAP amounts subject to being tested for impairment at that date, the results of which
assessment indicated no such impairment.
Under UK GAAP, goodwill of £239,000 arising on acquisitions prior to 1 July 1998 was eliminated directly against
reserves. The gain or loss on the disposal of a previously acquired business reflects the attributable amount of
purchased goodwill in respect of that business. As the group has opted not to restate business combinations
prior to the date of transition, the goodwill written off to reserves under UK GAAP has been frozen and remains
in reserves. Goodwill previously written off to reserves is not written back to the income statement on
subsequent disposal.
The recoverable amount of a cash-generating unit is based on its value-in-use. Value-in-use is the present value
of the projected cash flows of the cash-generating unit (CGU). The key assumptions regarding the value-in-use
Holders Technology plc ¦ Annual Report & Accounts 2012 28
Accounts
Goodwill (continued)
calculations are those regarding the discount rates and growth rates. Management estimates discount rates
using pre-tax rates that reflect current market assessments of a number of factors that impact on the time value
of money and any risk specific to the CGU. The rate includes management’s assessment of a normal level of
debt: equity ratio within similar companies in its sector and reflects the risks specific to the relevant business
segment.
The group prepares cash flow forecasts based on the most recent financial budgets approved by management,
which cover a two year period. Cash flows for 10 years beyond the budgeted periods are extrapolated using a
growth rate approximating the long term average growth rates for the product sectors concerned. The growth
rates were assessed at 2.5% for Holders Technology Germany (PCB) and 3.0% for Holders Components UK (LED).
The discount rate applied for each CGU was 10.0%.
13. Property, plant and equipment
Group
Motor
vehicles,
plant and
machinery
and office
equipment
£’000
Short
leasehold
land and
buildings
£’000
94
-
-
-
-
94
-
-
-
94
94
-
-
-
-
94
-
-
-
-
94
-
-
2,389
22
137
2
(35)
2,515
(61)
74
(121)
2,407
1,807
15
144
20
(27)
1,959
(45)
151
50
(106)
2,009
398
556
Total
£’000
2,483
22
137
2
(35)
2,609
(61)
74
(121)
2,501
1,901
15
144
20
(27)
2,053
(45)
151
50
(106)
2,103
398
556
Company
Office
equipment
£’000
Total
£’000
20
-
29
-
-
49
-
1
-
50
17
-
3
-
20
-
9
-
-
29
21
29
20
-
29
-
-
49
-
1
-
50
17
-
3
-
20
-
9
-
-
29
21
29
Cost
At 1 December 2010
Currency translation
Additions
Transfer from current assets
Disposals
At 30 November 2011
Currency translation
Additions
Disposals
At 30 November 2012
Depreciation
At 1 December 2010
Currency translation
Provided in year
Impairment provision
Disposals
At 30 November 2011
Currency translation
Provided in year
Impairment provision
Disposals
At 30 November 2012
Net book value
At 30 November 2012
At 30 November 2011
The net book value of property, plant and equipment includes £nil (2011: £nil) in respect of assets held under
finance leases. Depreciation charged in the year on those assets amounted to £nil (2012: £3,000)
Holders Technology plc ¦ Annual Report & Accounts 2012 29
Accounts
14. Investments in subsidiaries
Cost
At 1 December 2010
Addition
Impairment provision
Disposal
At 1 December 2011
Addition
Disposal
Impairment Provision
At 30 November 2012
Shares
£’000
1,352
-
(16)
(826)
510
-
-
-
510
Loans
£’000
2,270
-
-
-
2,270
-
-
-
2,270
Total
£’000
3,622
-
(16)
(826)
2,780
-
-
-
2,780
The following were subsidiary undertakings at the end of the year and have all been included in the
consolidated financial statements.
Country of incorporation
and operation
Name
Holders Technology GmbH Germany
Holders Technology UK
Limited
England and Wales
Holders Components
Limited
Opteon Limited
Topgrow Technologies
Limited
Dongguan Hui Zhan
Electronic Limited#
England and Wales
England and Wales
Hong Kong
China
Holders Property GmbH
Germany
Nature of business
Specialised materials and
equipment
Specialised materials,
equipment and
components
Dormant
Dormant
Specialised materials and
equipment
Specialised materials,
equipment and
components
Dormant
Interest in ordinary
shares and voting rights
100%
100%
100%
100%
70%
70%
100%
# Dongguan Hui Zhan Electronic Limited is owned indirectly through Topgrow Technologies Limited. The latter
owns 100% of Dongguan Hui Zhan Electronic Limited.
15. Investment in Joint Venture
In April 2007, the company formed a joint venture called Holders Technology (India) Private Limited, based in
Mysore, India to service the Indian market. Holders Technology plc owns 60% of the Joint Venture.
Cost
Investment at 30 November
Company
2012
£’000
2011
£’000
15
15
Holders Technology plc ¦ Annual Report & Accounts 2012 30
Accounts
16. Investments in associates
The group has the following investment in associate:
Name
Country of incorporation
and operation
Waysky Technology Limited Hong Kong
Nature of business
Specialised materials and
equipment
Interest in ordinary
shares and voting rights
34%
Waysky has suffered difficult trading conditions since 2007 and it is uncertain whether it will be able to continue
as a going concern. The directors have concluded that the investment in this company is impaired and have fully
provided against the investment.
17. Inventories
Raw materials and consumables
Goods for resale
18. Trade and other receivables
Trade receivables
Less: provision for impairment
Net trade receivables
Amounts due from group
undertakings
Other receivables
Prepayments and accrued income
2012
£’000
1,636
1,504
3,140
2012
£’000
2,304
(130)
2,174
2
111
110
2,397
Group
Company
2011
£’000
2,205
1,629
3,834
2012
£’000
-
-
-
2011
£’000
-
-
-
Group
Company
2011
£’000
2,733
(78)
2,655
2
132
162
2,951
2012
£’000
-
-
-
313
59
15
387
2011
£’000
-
-
-
614
53
9
676
The group has provided for all amounts that are deemed doubtful, based on all trade receivables that are more
than 365 days overdue except in certain circumstances where monies have been received after the reporting
date. The group also provides for all other specifically identified amounts that are less than 365 days overdue
based on known impairment indicators including known trading difficulties. The table below shows the
movements in the provision for impairment of trade receivables:
Holders Technology plc ¦ Annual Report & Accounts 2012 31
Accounts
Trade and other receivables (continued)
Group
Impairment at 1 December 2011
Currency translation
Impairment losses recognised
Amounts written off as irrecoverable
Amounts recovered
Impairment losses reversed
Balance 30 November 2012
Ageing of past due unimpaired debt:
Not past due
Past due 0-30 days
Past due 31-60 days
Past due 61-90 days
Past due 91-365 days
Past due > 365 days
2012
£’000
78
2
67
(17)
130
2012
£’000
5
15
21
85
4
130
19. Trade and other payables
Group
Company
Trade payables
Amounts due to group
undertakings
Other taxation and social security
Other payables
Accruals
20. Borrowings
Current
Finance lease obligations
Loans
Non-current
Loans
2011
£’000
888
-
263
73
367
1,591
2011
£’000
26
26
2012
£’000
1,140
-
125
48
243
1,556
Group
2012
£’000
-
-
-
-
2012
£’000
22
738
-
-
40
800
Company
2012
-
-
-
-
2011
£’000
78
1
23
(38)
17
(3)
78
2011
£’000
-
447
51
36
80
3
617
2011
£’000
35
673
-
3
55
766
2011
£’000
-
6
6
-
-
The weighted average effective interest rates on the group and company’s borrowings during the year were
2.75% (2011: 2.75%).
Holders Technology plc ¦ Annual Report & Accounts 2012 32
Accounts
21. Financial instruments
a) The carrying amount and fair value of financial assets and liabilities at 30 November
Financial assets
Cash and cash equivalents
Trade and other
receivables
Cash and receivables
Financial liabilities
Trade and other payables
Bank overdraft
Contingent consideration
Financial liabilities at
amortised cost
Group
2012
£’000
700
2,287
2,987
1,424
-
29
1,453
2011
£’000
67
2,789
2,856
1,183
29
1,212
Company
2012
£’000
6
374
380
789
-
29
818
2011
£’000
15
511
526
746
29
775
The carrying value of the group’s financial assets and liabilities are considered to approximate their respective
fair values.
b) Interest rate and currency profile of financial assets and liabilities
Currency profiles of the group’s financial assets and liabilities are set out below:
Group
Company
Net financial
assets /
(liabilities)
£’000
386
326
391
26
21
429
1,579
532
463
34
26
13
604
1,672
Financial
liabilities
£’000
469
545
258
11
1
124
1,408
182
385
510
19
7
80
1,183
Financial
assets
£’000
132
245
1
378
74
452
-
-
-
-
526
Financial
liabilities
£’000
751
30
781
740
-
6
-
-
-
746
Net financial
assets /
(liabilities)
£’000
(619)
215
1
(403)
(666)
452
(6)
-
-
-
(220)
Financial
assets
£’000
855
871
649
37
22
553
2,987
714
848
544
45
20
684
2,855
Sterling
Euro
US dollar
Indian rupee
Hong Kong dollar
Renminbi
At 30 November
2012
Sterling
Euro
US dollar
Indian rupee
Hong Kong dollar
Renminbi
At 30 November
2011
Holders Technology plc ¦ Annual Report & Accounts 2012 33
Accounts
Financial instruments (continued)
All the group’s financial assets and liabilities are non-interest bearing or have floating interest rates. There are
no fixed rate financial assets. Floating rate financial assets earn interest at rates based on local bank deposit
rates. Floating rate financial liabilities bear interest at rates based on the Bank of England Base Rate or relevant
national equivalents.
c) Currency profile of net foreign currency monetary assets and liabilities
The table below shows the net unhedged monetary assets/(liabilities) of the group that are not denominated in
the functional currency of the operating unit and which therefore give rise to exchange gains and losses in the
income statement.
Group
Sterling
At 30 November 2012
Sterling
At 30 November 2011
Euro
£’000
326
326
545
545
US dollar Renminbi
£’000
£’000
(196)
(196)
34
34
429
429
604
604
Total
£’000
559
559
1,183
1,183
Euro
£’000
215
215
452
452
Company
US dollar
£’000
1
1
(6)
(6)
Total
£’000
216
216
446
446
d) Market risk: objectives, policies and strategies
The group’s interest rate risks, liquidity risks and currency risks are managed centrally within policies approved
by the board.
No hedging of interest rates has been undertaken. The net interest receivable for the year was nil compared to
nil receivable last year. No speculative transactions are undertaken.
At present there is no policy to hedge the group’s currency exposures arising from the profit translation or the
effect of exchange rate movements on the group’s overseas net assets.
e) Market risk: sensitivities
A sensitivity analysis for financial assets and liabilities affected by market risk is set out below. Each risk is
analysed separately and shows the sensitivity of financial assets and liabilities when a certain parameter is
changed. The sensitivity analysis has been performed on balances at 30 November each year and therefore is
not representative of transactions throughout the year. The rates used are based on historical trends and, where
relevant, projected forecasts.
(i) Currencies
The group is exposed to currency risk in relation to the value of its financial assets and liabilities that are
denominated in currencies other than sterling (see note 21(b) above), arising from fluctuations in exchange
rates. The table below shows the impact on the value of the group’s reported net financial assets at 30
November of exchange rates either strengthening or weakening by 10 per cent against sterling and the impact
this would have on the reported profit or loss and equity. The group’s reported profit is not materially impacted
by the effect of changes in exchange rates on the value of its net financial assets, but equity would be £391,000
lower if sterling strengthened by 10 per cent and £478,000 higher if sterling weakened by 10 per cent.
Holders Technology plc ¦ Annual Report & Accounts 2012 34
Accounts
Financial instruments (continued)
Group
Net financial assets/(liabilities)
Denominated in sterling
Not denominated in sterling
Net financial assets
2012
As
reported
£’000
386
1,193
1,670
Effect of sterling strengthening
by 10%
Effect of sterling weakening by
Rate
+10%
£’000
-
(108)
(108)
Profit
£’000
-
20
20
Equity
£’000
-
(342)
(342)
Rate
-10%
£’000
-
133
133
10%
Profit
£’000
-
(20)
(20)
Equity
£’000
-
342
342
Net financial assets/(liabilities)
Denominated in sterling
Not denominated in sterling
Net financial assets
Company
Net financial assets/(liabilities)
2011
As
reported
£’000
532
1,138
1,670
2012
As
reported
£’000
Denominated in sterling
Not denominated in sterling
Net financial assets
(619)
206
(413)
Effect of sterling strengthening by
10%
Effect of sterling weakening by
10%
Rate
+10%
Profit
Equity
Rate
-10%
Profit
Equity
£’000
£’000
£’000
£’000
-
(104)
(104)
-
1
1
-
(391)
(391)
-
127
127
£’000
-
(1)
(1)
£’000
-
478
478
Effect of sterling strengthening
by 10%
Effect of sterling weakening by
10%
Rate
+10%
£’000
-
(20)
(20)
Profit
£’000
Equity
£’000
Rate
-10%
£’000
Profit
Equity
£’000 £’000
-
(20)
(20)
-
-
-
-
24
24
-
24
24
Effect of sterling strengthening by
Effect of sterling weakening by
10%
10%
Net financial assets/(liabilities)
Denominated in sterling
Not denominated in sterling
Net financial assets
2011
As
reported
£’000
(666)
446
(220)
Rate
+10%
Profit
Equity
£’000
-
(41)
(41)
£’000
-
(41)
(41)
£’000
-
-
-
Rate
-10%
£’000
-
50
50
Profit
Equity
£’000 £’000
-
50
50
-
-
-
-
-
-
(ii) Interest rates
Changes in market interest rates expose the group to the risk of fluctuations in the cash flow relating to its
financial assets and liabilities that attract interest at floating rates (see note 21(b)). Based upon the interest rate
profile of the group’s financial assets and liabilities as at both 30 November 2012 and 30 November 2011, there
would be no material impact of a one percentage point change in the market interest rates on the group’s profit
and equity.
Holders Technology plc ¦ Annual Report & Accounts 2012 35
Accounts
Financial instruments (continued)
f) Liquidity risk
The group monitors its liquidity to maintain a sufficient level of undrawn debt facilities together with central
management of the group’s cash resources to minimise liquidity risk.
All the trade and other payables at 30 November 2012 amounting to £1,453,000 (2011: £1,183,000) are payable
within three months.
Borrowings
Overdraft borrowings attract interest rates of 2.25% above HSBC’s relevant currency base rates. Overdrafts are
repayable on demand. There were no overdraft borrowings at either 30 November 2011 or 30 November 2012.
Bank borrowings are secured by debentures comprising fixed and floating charges over all the assets and
undertaking of the company and its UK-based operating subsidiaries. The company and its principle operating
subsidiaries are parties to Unlimited Composite Company Guarantees to secure all liabilities of each other.
Financial liabilities and loans have the following repayment profile:
Group
0-6 months
6-12 months
Over 12 months
Financial Liabilities
2011
2012
£’000
£’000
Loans
2012
£’000
1,254
12
187
1,453
987
12
184
1,183
-
-
-
-
2011
£’000
3
23
-
26
Borrowing facilities
The group has various borrowing facilities available to it. The unutilised portion of the facilities at 30 November
2012 amounted to £1,171,000 (2011: £1,550,000).
g) Credit risk
Group policies are aimed at minimising losses due to customer payment default. Deferred payment terms are
only granted to those customers who satisfy creditworthiness criteria and individual exposures to customers are
monitored. Where possible, operations purchase credit insurance.
The maximum exposure to credit risk for trade and other receivables at the reporting date by geographic region
is as follows:
UK
Rest of Europe
Asia
At 30 November
h) Capital risk
Group
Company
2012
£’000
1,207
569
511
2,287
2011
£’000
1,268
768
753
2,789
2012
£’000
129
242
1
372
2011
£’000
511
-
-
511
The group’s primary objective is to ensure its continued ability to provide a consistent return for its equity
shareholders through a combination of capital growth and proposed dividend policy. It aims to minimise any
capital risk by maintaining a conservative financing structure. The board’s current policy is to use the group’s
cash resources for any capital requirements and, where necessary, by adjustment to the amount of dividends
paid to shareholders. At 30 November 2012, the group had gearing, being debt divided by debt plus
shareholders’ funds, of 0.4% (2011: 0.9%).
Holders Technology plc ¦ Annual Report & Accounts 2012 36
Accounts
Financial instruments (continued)
i) Hedging instruments
The group held forward exchange contracts with values of £587,000 at 30 November 2012 (2011: £301,000).
When appropriate during the year, contracts were taken out to hedge trade payables denominated in foreign
currencies.
22. Retirement benefit liability
Group
At 1 December 2010
Currency translation
Charged to the income statement
Utilised
At 1 December 2011
Currency translation
Change in actuarial assumptions
Utilised
At 30 November 2012
Retirement benefit liability
£’000
192
2
(14)
(13)
167
(3)
45
(10)
199
The retirement benefit liability arose from the 2002 acquisition of assets by Holders Technology GmbH from
Cimatec GmbH. Following the bankruptcy of Cimatec GmbH, a German court determined that Cimatec’s pension
obligation to one former Cimatec employee must be met by Holders Technology GmbH. The provision
represents the estimated net present value of the liability to pay an annuity to that employee upon retirement,
which began in 2008. No other Holders Technology employees have any retirement benefit rights from their
previous employment at Cimatec.
23. Deferred tax
Deferred tax is calculated in full on temporary differences under the liability method using tax rates of 24.67% to
30% (2011: 26.67% to 30%).
The movement on the deferred tax account is as shown below:
At 1 December – deferred tax assets
Income statement credit/(charge)
Transfer to deferred tax liabilities
At 30 November
2012
£’000
72
(33)
2
41
Group
2011
£’000
73
(1)
-
72
2012
£’000
-
-
-
-
Company
2011
£’000
-
-
-
-
The movements in deferred tax assets and liabilities (prior to the offsetting of balances within the same
jurisdiction as permitted by IAS 12) during the period are shown below:
Holders Technology plc ¦ Annual Report & Accounts 2012 37
Accounts
Deferred tax (continued)
Deferred tax assets
Group
At 1 December 2010
Transfer to deferred tax liabilities
At 30 November 2011
(Charged)/credited to income statement
Transfer to deferred tax liabilities
At 30 November 2012
Accelerated
capital
allowances
£’000
-
-
-
-
-
-
Other
£’000
73
(1)
72
(33)
2
41
Total
£’000
73
(1)
72
(33)
2
41
At the year end the amount of temporary differences associated with the undistributed earnings of overseas
subsidiaries for which deferred tax liabilities had not been recognised was insignificant.
Deferred tax assets
Company
At 1 December 2010
Credited to income statement
At 30 November 2011
Charged to income statement
At 30 November 2012
Deferred tax liabilities
Group
At 1 December 20010
Transfer from deferred tax assets
At 30 November 2011
Transfer from profit and loss
Transfer from deferred tax assets
At 30 November 2012
Accelerated
capital
allowances
£’000
-
-
-
-
-
Accelerated
capital
allowances
£’000
2
26
28
2
2
32
Deferred tax assets are only recognised where in the Directors’ opinion there is a reasonable expectation of the
tax asset being realised. Assets are recognised based on business forecasts and the local tax environment.
Deferred tax assets have not been recognised for losses in China.
Holders Technology plc ¦ Annual Report & Accounts 2012 38
Accounts
24. Share Capital
Authorised
6,000,000 ordinary shares of 10p each (2011: 6,000,000)
Allotted and fully paid ordinary shares of 10p each
At 30 November 2011 and 30 November 2012
2012
£’000
600
Number
of shares
2011
£’000
600
£
4,159,551
4,159,551
220,000 (2011: 220,000) 10p ordinary shares with an aggregate nominal value of £22,000 (2011: £22,000) are
held in treasury and are available for issue upon the exercise of options under the company’s employee share
option scheme.
25. Employees and staff costs
Group
Company
Wages and salaries
Social security costs
Other pension costs
Share based payments
2012
£’000
2,005
285
44
1
2,335
2011
£’000
2,319
336
58
(4)
2,709
Average monthly number of permanent employees, including executive directors:
Group
Administration and sales
Service and fabrication
Part-time
2012
£’000
419
43
33
-
495
2012
Number
54
46
100
4
104
2011
£’000
461
48
50
(4)
555
2011
Number
57
46
103
4
107
Holders Technology plc ¦ Annual Report & Accounts 2012 39
Accounts
Employees and staff costs (continued)
Directors’ remuneration
Directors’ remuneration for the year was as follows:
R W Weinreich
(Chairman)*
V M Blaisdell
D A Mahony
P Geraghty
J S Shawyer
Basic salary fees,
bonuses and
expenses
Benefits in kind
£’000
85
110
24
95
-
314
£’000
3
-
-
1
-
4
Total emoluments
2011
£’000
158
2012
£’000
88
110
24
96
-
318
114
27
19
85
403
*The company paid £nil (2011: £ 10,000) in respect of director’s fees for Mr R W Weinreich to the third party
Vingnum Limited. This is included within directors’ emoluments above.
Pension entitlement
Directors are entitled to receive their remuneration either as salary or as pension contributions.
Pension contributions to directors’ personal pension schemes are as follows:
V M Blaisdell
P K I Geraghty
J S Shawyer
Directors’ shareholdings
The shareholdings of those serving at the end of the year were as follows:
R W Weinreich
D A Mahony
V M Blaisdell
Pension Contributions
2011
2012
£’000
£’000
10
11
-
9
26
-
36
20
Ordinary shares
2012
1,851,202
26,300
32,102
2011
1,851,202
26,300
32,102
The shareholdings are all beneficial and have not changed between 30 November 2012 and 14 March 2013.
Holders Technology plc ¦ Annual Report & Accounts 2012 40
Accounts
Employees and staff costs (continued)
Directors’ interests in share options
At start of year
or on date of
appointment
15,000
20,000
15,000
12,500
12,500
25,000
-
-
No. of options
granted /
(exercised)
during year
-
-
-
-
-
-
46,598
38,444
V M Blaisdell
V M Blaisdell
V M Blaisdell
V M Blaisdell
V M Blaisdell
V M Blaisdell
V M Blaisdell
P K Geraghty
At end of year
Exercise price
-
-
15,000
12,500
12,500
25,000
46,598
38,444
90.5p
133.91p
116.5p
68.5p
93.5p
123.18p
10.0p
10.0p
Date from
which
exercisable
11/04/09
09/05/10
14/03/11
28/07/12
28/05/13
21/07/14
26/03/15
26/03/15
Expiry date
10/04/12
08/05/13
13/03/14
27/07/15
27/05/16
21/07/17
26/03/16
26/03/16
The share price at 30 November 2012 was 70.75p (2011: 110.5p) whilst during the year the high and low prices
were 117.0p and 70.75p.
In respect of the options held at the start of the year, no option may be exercised unless there is (as shown by
the audited accounts) an increase in the fully diluted earnings per share for the financial year immediately prior
to the date of exercise compared with the highest earnings per share figure for the three preceding years unless
the board in its absolute discretion decides otherwise.
For options granted during the year, no option may be exercised unless the share price exceeds 117.15p after 3
years. The number of exercisable options is proportionate to the share price after 3 years. For all the 2012
options to be exercisable the share price must reach 213.0p
Key management compensation
Group
Short-term employee benefits
Post-employment benefits
Termination benefits
Share-based payments
Key management includes Directors and senior executives.
Total share options in issue
Options in issue 1 December 2011
Issued during year
Lapsed
Forfeited
Leavers
Total options in issue 30 November 2012
2012
£’000
679
23
20
1
723
2012
No
310,000
179,703
(120,000)
(80,000)
(25,000)
264,703
2011
£’000
769
43
-
(4)
808
2011
No
260,000
35,000
-
-
-
310,000
Holders Technology plc ¦ Annual Report & Accounts 2012 41
Accounts
26. Financial commitments
Capital commitments
There were no capital expenditure commitments at 30 November 2012 (2011: nil).
Operating lease commitments
The group leases various offices and warehouses under non-cancellable operating lease agreements. The lease
terms are between 1 and 5 years and the majority of lease agreements are renewable at the end of the lease
period at market rate.
The total aggregate minimum lease payments under non-cancellable operating leases were as follows:
Land and buildings
- No later than one year
- Later than one year and no later than five years
- Later than 5 years
Motor vehicles, plant and machinery
- No later than one year
- Later than one year and no later than five years
Other equipment
- No later than one year
- Later than one year and no later than five years
2012
£’000
2011
£’000
249
509
-
31
33
-
-
207
202
-
24
42
-
-
27. Share based payments
The Company operates a share option scheme under which options are exercisable at a price equal to the
average quotation of a share as derived from the AIM appendix of the Daily Official List of the London Stock
Exchange for the five dealing days immediately preceding the date of grant, subject to relevant performance
criteria, as described in note 25, being satisfied. The normal minimum vesting period is three years.
Options to subscribe for ordinary shares of 10p each are as follows:
Subscription
Price
87.2p
90.5p
96.4p
133.91p
116.5p
77.4p
68.5p
93.5p
123.18
117.15
Dates when exercisable
15 March 2011 to 14 March 2012
11 April 2011 to 10 April 2012
26 July 2011 to 25 July 2012
9 May 2011 to 8 May 2013
14 March 2012 to 13 March 2014
4 August 2012 to 3 August 2014
28 July 2012 to 27 July 2015
28 May 2013 to 27 May 2016
21 July 2014 to 21 July 2017
26 Mar 2015 to 26 Mar 2016
Number of shares
2011
25,000
40,000
60,000
45,000
33,324
1,676
67,500
12,500
25,000
-
2012
-
-
-
-
15,000
-
32,500
12,500
25,000
179,703
Holders Technology plc ¦ Annual Report & Accounts 2012 42
Accounts
Share based payments (continued)
The estimated fair values were calculated using the option pricing model with the following inputs:
Grant date
Share price at date of
grant
Exercise price
21 July
2012
26 March
2012
123.18
123.18
106.5
117.15
No. of employees
1
8
Shares under option
25,000
179,703
Vesting period (years)
3
3
Expected volatility
22%
22%
Option life (years)
Expected life (years)
3
4.5
1
3.5
Risk free rates
1.03%
0.76%
Expected dividends
4.8%
4.0%
Possibility of ceasing
employment before
vesting
Expectations of meeting
performance criteria
Fair value of option
25.0%
11.0%
95%
10p
75%
13p
The expected volatility is based on historical volatility over the expected life period. The expected life is the
average expected period to exercise based on historical experience and the terms of the scheme. The risk free
return is the yield on zero-coupon UK government bonds of a term consistent with the assumed option life.
The group recognised a total cost of £1,000 (2011: credit £4,000) related to equity-settled share-based payment
transactions during the year.
Final dividend for the year ended 30 November 2011 of 3.25p
(year ended 30 November 2010 final dividend: 3.25p)
Interim dividend paid in respect of the year of 2.1p (2011: 2.1p)
Amounts recognised as distributions to equity holders
2012
£’000
128
40
168
2011
£’000
128
83
211
Holders Technology plc ¦ Annual Report & Accounts 2012 43
Accounts
28. Related party transactions
Group
Transactions between the company and its subsidiaries, which are related parties, have been eliminated on
consolidation and are not disclosed.
Dividends were paid to directors as follows:
R W Weinreich
D A Mahony
V M Blaisdell
2012
£’000
79
1
1
81
Company
The company carried out the following transactions with its subsidiaries and joint venture:
Consultancy fees charged to subsidiaries and joint venture
Interest on short term loans
2012
£’000
568
14
2011
£’000
99
2
2
103
2011
£’000
645
7
29. Contingent Consideration
On 21 December 2009, the company acquired 100% of the share capital of J K Components Limited (since
renamed Holders Components Limited).
The consideration for the acquisition was £1 plus contingent consideration representing 50%, 30% and 15%
respectively of the net profits for each of the three years following the date of acquisition, payable 30 days after
the signing of the accounts for each respective year.
The £29,000 fair value of the contingent consideration liability represents the present value of the group’s
probability-weighted estimate of the cash outflow.
Holders Technology plc ¦ Annual Report & Accounts 2012 44
Accounts
Notice of annual general meeting
Notice is hereby given that the Annual General Meeting of Holders Technology plc (the "Company") will be held at
Elstree House, Elstree Way, Borehamwood, Hertfordshire WD6 1SD on 26 April 2013 at 11.30 a.m. for the following
purposes:
Ordinary business
1.
2.
3.
4.
To receive and adopt the accounts of the Company together with the directors’ and auditors’ reports
thereon for the year ended 30 November 2012.
To declare a final dividend in respect of the year ended 30 November 2012.
To re-elect D Mahony as a director.
To re-appoint Grant Thornton UK LLP as auditors and to authorise the directors to fix their remuneration.
Special business
To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:
5.
That, in substitution for any equivalent authorities and powers granted to the directors prior to the passing
of this resolution, the directors be and they are generally and unconditionally authorised pursuant to Section
551 of the Act to exercise all powers of the Company to allot shares in the Company, and grant rights to
subscribe for or to convert any security into shares of the Company (such shares, and rights to subscribe for
or to convert any security into shares of the Company being "relevant securities") up to an aggregate
nominal amount of £138,651.70, provided that, unless previously revoked, varied or extended, this authority
shall expire on the conclusion of the Annual General Meeting of the Company to be held in 2013, except that
the Company may at any time before such expiry make an offer or agreement which would or might require
relevant securities to be allotted after such expiry and the directors may allot relevant securities in
pursuance of such an offer or agreement as if this authority had not expired.
To consider and, if thought fit, pass the following resolutions as Special Resolutions:
6.
That the directors be and they are empowered pursuant to Section 570(1) of the Act to allot equity securities
(as defined in Section 560(1) of the Act) of the Company wholly for cash pursuant to the authority of the
directors under Section 551 of the Act conferred by resolution 6 above, and/or by way of a sale of treasury
shares (by virtue of Section 573 of the Act), in each case as if Section 561(1) of the Act did not apply to such
allotment, provided that:
(a)
the power conferred by this resolution shall be limited to:
(i)
the allotment of equity securities in connection with an offer of equity securities to the
holders of ordinary shares in the capital of the Company in proportion as nearly as
practicable to their respective holdings of such shares, but subject to such exclusions or
other arrangements as the directors may deem necessary or expedient to deal with
fractional entitlements or legal or practical problems arising under the laws or requirements
of any overseas territory or by virtue of shares being represented by depository receipts or
the requirements of any regulatory body or stock exchange or any other matter whatsoever;
and
Holders Technology plc ¦ Annual Report & Accounts 2012 45
Accounts
(ii)
the allotment, otherwise than pursuant to sub-paragraph (i) above, of equity securities up to
an aggregate nominal value equal to £20,797.80; and
(b)
unless previously revoked, varied or extended, this power shall expire on the conclusion of the
Annual General Meeting of the Company to be held in 2013 except that the Company may before
the expiry of this power make an offer or agreement which would or might require equity securities
to be allotted after such expiry and the directors may allot equity securities in pursuance of such an
offer or agreement as if this power had not expired.
7.
That the Company be and it is hereby generally and unconditionally authorised to make market purchases
(within the meaning of Section 693(4) of the Act) of Ordinary Shares of 10p each in the capital of the
Company (“Ordinary Shares”) provided that:
(a)
the maximum number of Ordinary Shares hereby authorised to be purchased is 393,955
(representing 10 per cent of the issued share capital of the Company, excluding treasury shares);
(b)
the minimum price which may be paid for each Ordinary Share is 10p (nominal value);
(c)
(d)
(e)
the maximum price 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 as derived from The London Stock
Exchange for the five business days immediately preceding the day on which the Ordinary Shares are
purchased;
the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of
the Company to be held in 2013, unless such authority is renewed prior to such time; and
the Company may make a contract to purchase its ordinary shares under the authority hereby
conferred prior to the expiry of such authority, which will or may be executed wholly or partially
after the expiry of such authority, and may purchase its Ordinary Shares in pursuance of any such
contract.
By order of the board
Paul Geraghty
Secretary
13 February 2012
Registered Office:
Elstree House
Elstree Way
Borehamwood
Hertfordshire
WD6 1SD
Holders Technology plc ¦ Annual Report & Accounts 2012 46
Accounts
Notes
1.
2.
3.
4.
5.
6.
A member who is entitled to attend, speak and vote may appoint a proxy to attend, speak and vote instead
of him.
A proxy need not also be a member of the Company but must attend the meeting in order to represent his
appointor. A member may appoint more than one proxy provided each proxy is appointed to exercise rights
attached to different shares (so a member must have more than one share to be able to appoint more than
one proxy). A form of proxy is enclosed. The notes to the form of proxy include instructions on how to
appoint the Chairman of the meeting or another person as proxy. To be effective, forms of proxy must be
duly completed and returned so as to reach Neville Registrars, New Issue Department, Neville House, 18
Laurel Lane, Halesowen, West Midlands, B63 3BR not less than 48 hours before the time appointed for the
meeting, or adjourned meeting, as the case may be.
Only those shareholders registered in the register of members of the Company as at 6 p.m. on Wednesday
25 April 2012 shall be entitled to attend and vote at the meeting in respect of the number of shares
registered in their name at that time. Changes to entries on the relevant register of securities after 6 p.m. on
Wednesday 25 April 2012 shall be disregarded in determining the rights of any person to attend and vote at
the meeting.
As at 18 March 2012 (being the latest practicable date prior to the publication of this notice of annual
general meeting) the Company’s issued share capital consists of 4,159,551 ordinary shares carrying one vote
each. There are currently 220,000 ordinary shares held in treasury which currently do not carry the right to
vote. Therefore the total voting rights in the Company as at 18 March 2012 are 3,939,551.
To appoint a proxy or to amend an instruction to a previously appointed proxy via the CREST system, the
CREST message must be received by the issuer's agent (ID 7RA11) by 11.30 a.m. on Thursday 26 April 2012.
For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to
the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message.
After this time any change of instructions to a proxy appointed through CREST should be communicated to
the proxy by other means. CREST should be communicated to the proxy by other means. CREST Personal
Members or other CREST sponsor or voting service provider(s) should contact their CREST sponsor or voting
service provider(s) for assistance with appointing proxies via CREST. For further information on CREST
procedures, limitations and system timings, please refer to the CREST Manual. We may treat as invalid a
proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
The following documents are available for inspection at the registered office of the Company during the
usual business hours on any weekday (Saturday, Sunday or public holidays excluded) from the date of this
notice until the conclusion of the annual general meeting and will also be available for inspection at the
place of the meeting from 11.15 a.m. on the day of the meeting until its conclusion:
copies of the executive directors' service contracts with the Company and any of its subsidiary
undertakings and letters of appointment of the non-executive directors.
Holders Technology plc ¦ Annual Report & Accounts 2012 47
Accounts
Five year summary
Group revenue
Cost of sales
Gross profit
Distribution costs
Administrative expenses
Exceptional items
Other operating income/(expense)
Group operating profit
Finance income
Finance expenses
2012
£’000
15,605
(11,763)
2011
£'000
19,636
(15,127)
2010
£'000
16,314
(12,116)
2009
£'000
12,966
(9,770)
2008
£'000
17,481
(13,057)
3,842
(376)
(3,550)
(287)
6
(365)
1
(15)
4,509
(404)
(3,828)
-
98
4,198
(390)
(3,273)
(83)
39
3,196
(301)
(3,044)
(176)
(90)
4,424
(427)
(3,285)
(215)
11
375
-
(12)
491
-
(1)
(415)
20
(13)
508
43
(38)
Profit before taxation
(379)
363
490
(408)
513
Taxation
Profit after tax
Attributable to:
Owners of the parent
Non-controlling interest
(58)
(123)
(59)
9
(243)
(437)
240
431
(399)
270
(374)
(63)
264
(24)
507
(76)
(375)
(24)
322
(52)
(437)
240
431
(399)
270
Earnings per share - basic
Earnings per share - diluted
(9.49p)
(9.49p)
6.70p
6.63p
12.87p
12.87p
(9.52p)
(9.52p)
8.21p
8.21p
Dividends per share in respect of
each year
Equity attributable to shareholders
of the parent
2.0p
5.35p
5.35p
5.35p
5.35p
5,192
5,941
5,841
5,751
6,036
Holders Technology plc ¦ Annual Report & Accounts 2012 48
Form of Proxy
Holders Technology plc
Form of proxy for use at the Annual General Meeting of Holders Technology plc ("the Company") to be held on 26
April 2013 at 11.30 a.m.
I/We ………………………………………………………………………………………………………...
of …………………………………………………………………………….……………………………...
being a member/members of the Company entitled to receive notice, attend, speak and vote at general meetings of
the Company, hereby appoint the Chairman of the Meeting (Note 1)
………………………………………………………………… as my/our proxy to vote for me/us and on my/our behalf at the Annual
General Meeting and at any adjournment and any other business of it which may properly come before the Meeting
or any adjournment of it.
I/We direct my/our proxy to attend, speak and vote as follows in respect of the resolutions set out in the Notice of
Annual General Meeting (Note 2):
Ordinary business
For
Against Abstain
1. To receive and adopt the accounts of the Company, together with
the directors' and auditors' reports thereon, for the year ended
30 November 2012.
2. To declare a final dividend.
3. To re-elect D Mahony as a Director.
4. To re-appoint Grant Thornton UK LLP as auditors of the Company
and to authorise the directors to fix their remuneration.
Special business
5. To authorise the directors to allot shares (Ordinary Resolution).
6. To empower the directors to allot shares outside of statutory pre-
emption rights subject to normal conditions (Special Resolution).
7. To empower the Company to repurchase ordinary shares (Special
Resolution).
In the absence of instructions the proxy is authorised to vote (or abstain from voting) on the resolutions at his or her
discretion. The proxy is also authorised to vote (or abstain from voting) on any other business which may properly
come before the Meeting.
Signed …………………………………… Dated ………………………………...…………………2013
Notes:
(1)
A member who is entitled to attend, speak and vote may appoint a proxy to attend, speak and vote instead
of him. A member wishing to appoint someone other than the Chairman of the Meeting as his or her proxy
(who need not be a member of the Company) should insert that person's name in the space provided in
(2)
(3)
(4)
(5)
(6)
(7)
(8)
substitution for the reference to "the Chairman of the Meeting" and initial the alteration. You may appoint
more than one proxy provided each proxy is appointed to exercise rights attached to different shares (so a
shareholder must hold more than one share to appoint more than one proxy). A member wishing to
exercise this right should contact Neville Registrars.
Please indicate by inserting an "X" under "FOR" or "AGAINST" or "ABSTAIN" how you wish your vote to be
cast on each resolution. On receipt of this form of proxy duly signed but without any specific directions as to
how you wish your vote to be cast, you will be considered to have authorised the proxy to vote or abstain at
his or her discretion.
To be effective, this form of proxy together with any power of attorney or other authority under which it is
signed or notarially certified copy thereof must either (a) reach Neville Registrars, New Issue Department,
Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3BR not less than 48 hours before the time
fixed for the holding of the Meeting or (b) be lodged using the CREST Proxy Voting Service – see note 8
below. The completion and return of a form of proxy will not preclude a member from attending the
Meeting and voting in person.
In the case of a corporation, this form of proxy must be under the common seal or signed by an officer or
attorney duly authorised in writing.
In the case of joint holders, the vote of the senior who tenders a vote will be accepted to the exclusion of the
votes of the other joint holders. For this purpose, seniority is determined by the order in which the names
stated in the register of members of the Company in respect of the joint holding.
Any alterations made to this form of proxy should be initialled.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, to be entitled to vote at the
Meeting (and for the purposes of the determination by the Company of the number of votes they may cast)
members must be entered on the register of members of the Company by 6 p.m. on 24 April 2013.
CREST members who wish to appoint a proxy or proxies by utilising the proxy voting service may do so for
the Meeting (and any adjournment thereof) by following the procedures described in the CREST Manual.
CREST Personal Members or other CREST sponsored members (and those CREST members who have
appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will
be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a
"CREST Proxy Instruction") must be properly authenticated in accordance with CRESTCo's specifications and
must contain the information required for such instructions, as described in the CREST Manual. The message
(regardless of whether it relates to the appointment of a proxy, the revocation of a proxy appointment or to
an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be
transmitted so as to be received by the issuer’s agent (ID 7RA11) by the last time(s) for receipt of proxy
appointments specified in Note 3 above. For this purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the CREST Applications Host) from which Neville
Registrars is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
BUSINESS REPLY SERVICE
Licence No.MB 3865
Neville Registrars Limited
New Issue Department
Neville House
18 Laurel Lane
Halesowen
West Midlands
B63 3BR