2014
ANNUAL REPORT
& FINANCIAL
STATEMENTS.
1
THE
GROUP.
Nichols PLC is a highly
focused soft drinks
business.
Its brand portfolio includes
Vimto, which is sold in over
65 countries and Levi Roots,
Sunkist and Panda which are
sold in the UK.
The Group has a leading
market position in both
the “Still” and “Carbonate”
drinks categories.
CONTENTS.
04
STRATEGIC
REPORT.
Chairman’s Statement
Chief Executive’s Review
Financial Review
30
36
68
DIRECTORS.
AUDITOR’S
REPORT.
NOTICE OF
MEETING.
32
38
DIRECTORS
REPORT.
FINANCIAL
STATEMENTS.
71
FINANCIAL
CALENDAR.
2
3
STRATEGIC REPORT
THE HERITAGE
AND STRENGTH
OF OUR BRAND
REMAIN A
CORE ELEMENT
OF OUR
CONTINUED
SUCCESS
Performance at a glance.
(Pre-exceptional items)
Group
Revenue
Operating
Profit
Operating
Profit R.O.S
2013 105.5m
2013 22.4m
2013 21%
2014 109.2m
2014 25.6m
2014 23%
+3.5%
+14.1%
Profit
Before Tax
Net Cash
EPS (basic)
2013 22.5m
2013 34.3
2014 25.7m
2014 34.5
2013 45.8p
2014 55.0p
+14.1%
+20.2%
4
5
STRATEGIC REPORT
CHAIRMAN’S STATEMENT
One of the key
strengths of our
business is the
diversity of our
markets. Our Still
and Carbonate
revenues span both
the domestic and
international regions.
6
7
JOHN NICHOLS
Non-Executive Chairman
STRATEGIC REPORT
CHAIRMAN’S STATEMENT
I am delighted to report another
strong performance for the
Nichols Group. Once again, our
sales growth has outperformed
the soft drinks market (as
measured by Nielsen), we have
delivered double digit profit
growth and the Group continues
to be cash generative.
Trading
Group sales totalled £109.2m, an increase of
3.5% compared to the prior year and represents
growth of 4.1% on a constant exchange rate
basis. In addition to the sales increase we
continued with our strategy of focusing on
value over volume and our operating margin
improved to 23% (2013: 21%) driven by healthy
international growth. As a result, profit before tax
(pre-exceptional items) grew by 14.1% to £25.7m
(2013: £22.5m).
One of the key strengths of our business is
the diversity of our markets. Our Still and
Carbonate revenues span both the domestic
and international regions with sales of packaged
products, dispensed products and concentrate.
In the UK our total sales increased by 3.3%,
out-performing the soft drinks market growth of
0.4% (Nielsen MAT to 3 January 2015). During
2014 we continued to invest in our brands and
in the spring we successfully introduced the
new Vimtoad advertising campaign along with a
complete redesign of the Vimto packaging. These
activities contributed to a healthy 4.5% growth in
UK sales of the Vimto brand, which was achieved
despite the continued challenging trading
conditions in the UK grocery market.
Driven by our performance in the Middle East,
international sales increased by 4.3% to £24.1m.
The underlying increase was even stronger at
7.3% when viewed on a constant exchange rate
UK SALES
INCREASED BY
3.3%
INTERNATIONAL SALES
INCREASED BY
MIDDLE EAST SALES
INCREASED BY
AFRICAN MARKETS
INCREASING YOY BY
4.3%
12.3%
3.9%
basis. It was encouraging to see Vimto
concentrate sales to our key Middle East
market increase by 12.3% on the back
of strong in-country demand for the
brand.
Elsewhere sales to our African markets
again performed well, increasing 3.9%
on a reported basis, or 8.6% on a
constant exchange rate basis against the
prior year.
Exceptional cost
As reported in our Interim
announcement, the Group’s Income
Statement includes a one-off
exceptional cost of £7.8m with regard to
damages awarded against Nichols plc in
the High Court. The cash payment was
settled in the second half of 2014.
Dividend
After another strong performance
in 2014 and reflecting the Board’s
continued confidence in the outlook,
I am pleased to recommend a final
dividend of 15.3 pence per share
(2013: 13.3 pence). If approved by
our shareholders, the total dividend
for 2014 will be 22.4 pence per share
(2013: 19.62 pence), an increase of
14.2% on the prior year.
The final dividend will be paid on 5 May
2015 to shareholders registered on 7
April 2015; the ex-dividend date is 2
April 2015.
Board Change
Eric Healey, Non-Executive Director, is
stepping down from the Board today
and we would like to thank Eric for his
contribution to Nichols plc’s success
over the last four years. A successor will
be appointed in due course.
Outlook
2014 proved to be another successful
year for the Group. Despite the ongoing
challenges within the UK grocery sector,
our UK sales again outperformed the
soft drinks market and in particular the
Vimto brand performance was strong.
General consensus suggests that the
UK grocery market will continue to be
challenging into 2015 and against that
back drop it is important to emphasise
the Group’s diverse income streams,
with less than 25% of Group sales
coming from the UK major multiple
retailers. As we progress into 2015,
we will continue to deliver our growth
strategy, including further investment in
our brands and markets both in the UK
and overseas.
In summary, the Group has continued to
perform successfully in 2014 delivering
increased sales, strong profit growth
and has maintained a robust ‘balance
sheet’. The Board is confident that the
Group is well placed to continue this
trend into 2015.
John Nichols
Non-Executive Chairman
4 March 2015
8
9
STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW
The Vimto brand,
now 107 years
old, is distributed
and sold in more
than 65 countries
worldwide
10
11
MARNIE MILLARD
Chief Executive Officer
STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW
I am very pleased with Nichols’
strong performance and
continued progress during the
year, delivering 14.1% profit
growth (pre-exceptional items)
in what remained a challenging
soft drinks market globally.
Nichols is a focused international soft drinks
Group and the home of Vimto. The Vimto brand,
now 107 years old, is distributed and sold in more
than 65 countries worldwide. The strength and
heritage of our core brand continues to be a key
element of the Group’s growth and success.
The diversification of our business underpins
the Group’s track record of consistent growth.
Our leading portfolio of soft drinks brands, as
well as established UK, International and Out
of Home operations, means we are able to
grow and generate value for the Group and its
shareholders.
The UK Soft Drinks Market
(as measured by Nielsen MAT to 3 January 2015)
In 2014, volumes in the UK soft drinks market
decreased by 1%. The total value of the UK soft
drinks market, excluding the “on trade” channel,
grew by a modest 0.4% year on year to a total
value of £7.6bn.
All sectors of the market remained competitive
during the year with continued reliance by many
brands on heavy promotional activity to drive
sales.
During the year we continued to execute our
successful strategy of focusing on value over
volume and minimising promotional driven sales.
As a result the Vimto brand value grew during the
year by 6.2% to £69.1m.
Within the Vimto portfolio, whilst we saw strong
performances from both the Still and Carbonate
product categories, the most noticeable growth
was from the Vimto ready to drink range which
Our commercial platforms for development and growth as detailed below, reflect the changing behaviours
of the consumer:
MORE FROM
THE CORE
Unlocking and exploiting
growth opportunities that
still exist for our core and
much loved Vimto brand.
WHEREVER
WHENEVER
Extending Vimto’s
availability to wider
geographical territories
and through different
routes to market.
HEALTHIER
FUTURE
THIRST
FOR NEW
Ensuring that our product
range provides a wide
range of choice to meet
consumer needs for
healthier drinks.
Having a culture of
innovation to develop our
business and our products
to meet consumers’ prefer-
ences and needs.
14%
PROFIT BEFORE
TAX GROWTH
20%
EARNINGS PER
SHARE GROWTH
14%
FULL YEAR
DIVIDEND GROWTH
£34.5m
CASH IN
THE BANK
significantly outperformed the market
to deliver growth of 26% versus the
prior year.
It is clear that over recent years the
buying habits of the UK consumer have
fundamentally changed as shoppers
increasingly prioritise value and
convenience. Consumers now shop
more frequently but are happy to visit
different fascia stores to buy different
products. It is therefore critical for
the ongoing success of Vimto that we
continue to innovate and evolve so that
all pack formats are relevant for the
designated route to market and satisfy
consumers’ changing needs.
12
13
STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW
Festive Vimtoad
4,231
TWITTER FOLLOWERS
NO’3
TREND WORLDWIDE
3,439
APP DOWNLOADS
Some interesting facts from the first
week of launching the Vimtoad onto
social media
The national multi-channel campaign
was launched on TV in April, with
additional activity on radio, digital
media and social media, as well as a
nationwide sampling road show. This
was supported by trade advertising and
PR to enhance retailers’ interest and
demand.
At the same time, the entire Vimto
range benefited from a complete
redesign, which ensured the
presentation of each of our products
reflected the appropriate category
language. This redesign saw the launch
of Vimto Fizzy Zero, which is our diet
carbonated product.
During the year a new sector emerged
in the UK soft drinks market in the form
of water enhancers. We spotted this
emerging category and the potential
growth opportunity early on.
Vimto Squeezy was launched in
January 2014 and was one of the first
water enhancers to be launched in the
UK market. The sales performance of
this new product has been promising
during the year adding in excess of
£1.0m to the brand value.
Operational Review
In 2014, the sales of our Still products
grew by 5.3% to £56.0m with this
product area being the strategic focus
for the Vimto brand. Supporting this
required a broadening of our target
audience to encompass both teens and
their parents. As a result we embarked
on a new communications campaign
to enhance our engagement with this
audience.
A new branded character,
a giant purple toad
named Vimtoad, was
developed to front this
campaign and explains
to target consumers
looking for refreshment
why Vimto is both
delicious and unique.
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15
STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW
Consolidation in the Group’s Out
of Home business was successfully
concluded in 2014. A product
rationalisation programme was also
realised during the year to simplify the
business and make it more relevant for
the market.
During 2015 we will represent Coca-
Cola within our Out of Home business
via the dispense route to market.
Our ability to secure distribution of
the biggest global soft drink brand is
indicative of our commitment to the
quality and service we provide to the
independent on trade sector.
Internationally, in the Middle East a
new above the line communications
campaign for Vimto was launched by
our partner Aujan Coca-Cola. The
theme “Bring them Home” was targeted
at younger mothers but still emphasised
the traditional family values that Vimto
represents to our customers during the
period of Ramadan.
This was supported with a fully
integrated digital campaign helping to
drive year on year market growth of 6%
in the region, contributing to the growth
of the Group’s Still business.
Within the African Business Unit,
Senegal and Cameroon performed very
well during the year, as did Nigeria
where we were able to re-establish the
presence of Vimto.
Our model within this region is to seed
a territory with imported cans and, as
critical mass is achieved, we seek to
partner a local bottler. As a result, in
2014 we experienced a switch in sales
from cans to sales of concentrate,
accounting for a 9% increase in
Concentrate revenue in the overall
African business. Shipments to the
West African region remained broadly
stable, despite the devastating and
indeed tragic outbreak of Ebola in that
region during the year.
Non soft drinks brand licensing
continues to grow within our portfolio.
In 2014 we had over 20 million Vimto
brand interactions with our consumers.
Vimto Jellies were successfully launched
and in their first year achieved retail
sales in excess of £1.0m.
Financial Review
The Group has delivered pleasing sales
growth of 3.5% to £109.2m (2013:
£105.5m) despite challenging overall
market conditions. We have continued
with our strategy of focusing on value
over volume and as a result our gross
margin has remained robust and
contributed to the strong profit delivery.
In summary in 2014 we achieved:
• 3.5% total sales growth to £109.2m
(2013: £105.5m)
• 4.3% International sales growth to
£24.1m (2013 £23.1m)
• 14.1% profit before tax growth (pre-
exceptional items) to £25.7m (2013:
£22.5m)
• 20.2% earnings per share growth
(pre-exceptional items)
• 14.2% full year dividend growth
Cash generation remained positive in
2014 and, as a result, we finished the
year with £34.5m cash in the bank.
VIMTO BONBONS
IN 2014 WE SOLD A TOTAL OF 4
MILLION BAGS AND JARS OF
BONBONS WHICH EQUATED TO
VIMTO JELLIES GAINED LISTINGS IN
ASDA & MORRISONS.
IN 2014 RETAIL SALES EXCEEDED
£1M (£1.041M). THATS
VIMTO GIFTING WAS NEW FOR
2014. FRONT OF STORE
LISTINGS IN SELFRIDGES MADE
RETAIL SALES OF
117million 2,167,380
INDIVIDUAL BONBONS!
INDIVIDUAL JELLIES!
£443K
IN JUST A FEW MONTHS!
CALORIES PER 100ML OF OUR
READY TO DRINK PRODUCTS IS
DOWN BY
PROPORTION OF OUR NO ADDED
SUGAR SALES HAS INCREASED
FROM 19% TO
OUR TOTAL USE
OF SUGAR HAS REDUCED BY
28%
36%
23%
Corporate Responsibility
Issues of obesity and sugar consumption
continue to challenge the soft drinks
industry. We believe that improving
dietary health in the UK is a shared
responsibility and we are working hard
to ensure that our product range offers
our consumers a range of options, as
well as transparency to enable them to
make an informed choice.
We continue to support the
Government’s Public Health
Responsibility Deal and strive to
improve our calorie reduction pledge
year on year. Since 2011 we have
achieved the following:
• A reduction of 28% in average
calories per 100ml of our Ready to
Drink products sold.
• Proportion of our no added sugar
sales has increased from 19% to
36%.
• Our total use of sugar has reduced
by 23%.
To support our corporate responsibility
programme, we embarked on a recipe
rationalisation programme at the
Nichols manufacturing site in Ross-on-
Wye. This has resulted in improved
manufacturing efficiencies, better
labour utilisation and a reduction in
energy usage and waste levels.
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17
STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW
OUR
COMMUNITY.
I am pleased to report our
key charity this year has been
Warrington Youth Club.
Warrington Youth Club believes in
“inspiring young people to achieve” and
supports young people’s development by
offering opportunities to gain, increase
and develop skills, self awareness and
confidence. This in turn enables them
to make positive and healthy life choices
through a range of programmes.
CLIMB TO
KILIMANJARO.
In order to launch Nichols support of
WYC, 3 members of Nichols staff agreed
to climb Mount Kilimanjaro in March
2014.
Kilimanjaro is the highest mountain in Africa and
the highest free standing mountain in the world,
standing at 5,895 metres or 19,341 feet high.
James Nichols, Tim Spurr and David Perkins were
joined in their efforts by 3 of Nichols Plc suppliers;
Paul Heesterman from Senient Flavors, Steve Watt
from Rose Confectionery and Bin Donaldson from
Cobell.
The Group aimed to raise £25,000 for WYC. In fact,
thanks to the fantastic generosity of friends, families,
colleagues and suppliers; the Group raised in excess
of £50,000. A fantastic start to Nichols Plc support of
WYC and put us well on track to the £100k total that
was raised for the club in 2014.
OUR
TEAM.
Our strongest asset remains the quality
of our people and the excellent team
work found across our Group.
Our business thrives on the energy, enthusiasm
and positive attitude of all colleagues. The
professionalism and capability of our people
reinforces my confidence in our ability to continue to
improve our performance and achieve our strategic
goals together. We have a strong and distinctive
culture which we are proud of and work hard to
narture and maintain.
I would like to take this opportunity to thank
all my colleagues for their continued effort and
commitment.
Outlook
Overall 2014 was a good year for the Group,
underpinned by our strengths of core brands,
international operations and a winning team. We
look forward with continued confidence into 2015.
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H
STAR
AWARDS
DIANE McGINN
Innovator of the Year
ANDY JOHNSON
Mentor of the Year
JOE ASHCROFT
NewComer of the Year
DAVID EAVES
Unsung Hero of the Year
FINANCE
Team of the Year
Dragons Den, winning designs!
In order to support the charity, Team
Vimto climbed Kilimanjaro in early
2014 and hosted a “Dragons Den” style
activity which produced some amazing
performances and ideas from the students.
The co-operation between the two
organisations has been mutually beneficial
and highly rewarding.
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19
STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW
THE
DIVERSIFICATION
OF OUR
BUSINESS IS A
MAJOR
CONTRIBUTOR
TO OUR
CONSISTENT
GROWTH.
VIMTO FROM
AROUND THE
WORLD.
As a long standing global
organisation our aim is to be
a business admired for our
people, partnerships, products
and performance.
Our Vision
We have an established five year rolling strategy
for all the activities within our Group. Our plan
for growth is centred around our commercial
activities in both the UK and overseas.
To support our commercial initiatives we work
to ensure we have well established operations
and partners to support our business growth and
development.
In the UK our core focus will be the Vimto brand.
Investment, commitment and innovation will be
central to the continued growth of the Vimto
brand. Our intention will be to grow the brand
more aggressively by geographical expansion in
our home market.
Internationally we will continue to develop
and expand our large presence in the Middle
East region. There also remains potential new
territories in Africa, where it is essential we
seek new partners to realise further success. In
addition we continue to evaluate opportunities
in new export markets to add to our successful
international business.
As a truly diversified business acquisition remains
a key feature in our growth strategy. It is likely
that any successful acquisition either in the UK or
overseas would be incorporated into our current
business model characterised by outsourcing
production and using third party distribution
partners in the export markets.
Marnie Millard
Chief Executive Officer
4 March 2015
20
21
STRATEGIC REPORT
FINANCIAL REVIEW
Whilst it is very
pleasing to report
that our UK sales
again outperformed
the market, our
strong performance
in the international
regions demonstrates
the diversity of the
Group’s business
22
23
TIM CROSTON
Group Finance Director
STRATEGIC REPORT
FINANCIAL REVIEW
2014 was another successful
year for Nichols plc, our sales
growth outperformed the
market and we delivered a
double digit increase to profit.
The strong performance was delivered from
both our UK and international markets. Whilst
it is very pleasing to report that our UK sales
again outperformed the market, our strong
performance in the international regions
demonstrates the diversity of the Group’s
business and that we are not overly reliant on any
one market or geographic region.
Income Statement
Total Group sales increased by 3.5% to £109.2m,
on a constant exchange rate basis, the increase
was 4.1%.
Business Segments
Still
Carbonate
2013 53.2m
2013 52.3m
2014 56.0m
2014 53.2m
+5.3%
+1.7%
Total
2013 105.5m
2014 109.2m
+3.5%
VIMTO BRAND
INCREASED BY
4.5%
UK REVENUE
INCREASED 3.3% TO
MIDDLE EAST SALES
INCREASED BY
£85.1M
12%
GROSS PROFIT
INCREASED BY
4.3%
Group sales growth was weighted
towards the Still category which was
5.3% ahead of the prior year. This was
driven by the strong performance of
Vimto 500ml sportscap in the UK and
from the incremental sales of Vimto
concentrate to the Middle East.
Reported Carbonate sales showed a
relatively modest year on year increase
of 1.7%, however it should be noted
that the majority of the Group’s
negative currency impact affects this
category as the majority of our African
sales are traded in Euros.
UK Sales
Given the market conditions, our UK
sales performance was excellent. During
the year UK revenue increased 3.3% to
£85.1m. In contrast, subdued consumer
spending in the grocery sector as a
whole was reflected in the UK soft
drinks performance and as a result the
market growth, as measured by Nielsen,
reported marginal growth of 0.4% in
the 12 months to 3 January 2015. The
UK performance was driven by sales
of Vimto branded products which
increased by 4.5% in 2014, in particular
we saw strong growth from both the
Still and Carbonate 500ml products.
International Sales
The strong performance in our export
markets was particularly pleasing, full
year sales growth was 4.3% and a more
indicative 7.3% higher when reported
on a constant exchange rate basis.
As anticipated in our Interim
announcement, the significant headline
was the strong growth in our Middle
East markets in the second half of
the year. Whilst in-country sales of
finished product have remained in
healthy growth in the Middle East, the
shipments of Vimto concentrate had
been relatively flat in 2013 and the first
half of 2014.
The timing differences between our
concentrate shipments and in-country
production requirements have now
worked through the supply chain system
resulting in a 12% increase in sales for
2014 (14% on a constant exchange rate
basis).
Elsewhere sales to Africa increased
by 4% against tough prior year
comparatives (2013 up by 21%). The
majority of our sales to Africa are
traded in Euros, meaning the increase
was 9% when reported on a constant
exchange rate basis which reveals
an even stronger underlying trading
performance.
With regard to the exchange rate impact
reported above, it should be noted that
the Group manages a ‘natural currency
hedge’, whereby our foreign currency
payments largely match income
and therefore the net exchange rate
exposure to profit is minimal.
Restatement of 2013 reported sales
- During the latter part of 2014,
the management team undertook
a review of certain customer
invoiced promotional investment
that was previously included within
administrative expenses. This review is
explained further in note 2.
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25
STRATEGIC REPORT
FINANCIAL REVIEW
Pre-exceptional Profit
Gross Profit totalled £50.2m an increase
of 4.3%, adding an incremental £2.1m
contribution compared to the prior year.
Gross Margin return on sales was
maintained at the increased rate of 46%
attained in 2013.
As referred to in the Chairman’s
Statement, we continued our strategy of
focusing on value over volume meaning
that whilst we are ambitious and invest
to grow sales, we are not prepared to
participate in deep discounting to the
detriment of profitability and our brand
values.
Administrative expenses were £19.3m,
the total cost remained relatively flat
in comparison to the prior year (2013:
£19.6m).
Operating Profit for the year increased
by £3.2m (14.1%), to £25.6m. The
Operating Profit Margin increased to
23% (2013: 21%), this was achieved
by maintaining the Gross Margin
percentage and managing our
administrative costs at the same
level as the prior year.
As a result of the strong trading
performance and good cost control,
Group Pre-exceptional Profit Before Tax
increased significantly to £25.7m, 14.1%
up on the prior year (£22.5m).
During the year, the Group maintained
its impressive performance of delivering
strong year on year profit growth.
Group PBT has increased by 110% over
the last five years.
Profit before tax (pre exceptional £m)
Exceptional Cost
As announced on 2 July 2014, the
High Court awarded damages against
Nichols plc with regard to the litigation
claim from Gul Bottlers (PVT) Ltd. As
a consequence, a one-off exceptional
cost of £7.8m has been included in
the Group’s Consolidated Income
Statement.
The settlement was paid during the
second half of 2014 and is reflected in
the Group’s Consolidated Statement of
Cash Flows.
Earnings Per Share
Pre-Exceptional Earnings Per Share
increased by 20% to 55.03 pence.
The 2014 performance continues the
strong growth trend. Over the last five
years earnings have increased by 135%.
2009
2010
2011
2012
2013
2014
EPS before exceptional item (pence per share)
2009
2010
2011
2012
2013
2014
30
25
20
15
10
5
0
60.00
50.00
40.00
30.00
20.00
10.00
0.00
26
Key Performance
Indicators
As reported in more detail
above, the following Key
Performance Indicators are
used by management to
monitor the Group’s Income
Statement:
REVENUE
GROWTH
GROSS
MARGIN
OPERATING
PROFIT MARGIN
+3.5%
The increase in the
current year’s revenue as
a percentage of the prior
year’s total
46%
Revenue less product cost
as a percentage of revenue
23%
Group Profit before
financing income or
charges as a percentage of
revenue pre-exceptional
costs
Statement of Financial Position
As I explained last year, the Group’s
‘Balance Sheet‘ is relatively
uncomplicated. We continue to
outsource the majority of our
production therefore the business is
asset light. The Group remains debt
free and we apply strong control to our
working capital.
The year-end cash balance was £34.5m
(2013: £34.3m).
By exception, other points of note with
regard to the Statement of Financial
Position are:
• Property, Plant and Equipment
increased by £3.5m.
In March 2014 we purchased the
freehold to our Head
Office for £3.4m. This investment
delivers annual benefit to the
Income Statement without
affecting the Group’s ability to invest
in its growth strategy.
•
Inventories increased by
£0.6m (14%).
In addition to the trading growth,
the balance of the year on year
variance was simply caused by the
timing of stock movements.
• Provisions reduced to zero.
The Board is ultimately responsible
for maintaining sound internal control
systems to safeguard the investment of
shareholders and the Group’s assets.
The systems are reviewed by the Board
and are designed to provide reasonable,
but not absolute, assurance against
material mis-statement or loss.
The prior year provision for the
litigation case was paid during 2014.
Audit Committee
• Pension liability increased to
£6.2m (2013: £4.0m).
The year on year movement is
primarily due to anticipated lower
corporate bond yields. The Group
has a recovery plan in place to fund
the deficit.
Internal Control
The Nichols Group complies with the
principles of good corporate governance
and has an established process of
control and risk management.
The Audit Committee members for
2014 were E Healey, P J Nichols and J
Longworth. The terms of reference of
the Committee include keeping under
review the scope and results of the
external audit.
The Committee ensures the
independence and objectivity of the
external auditors, including the nature
and extent of non-audit services
supplied. Any further non-audit services
with a value over £25,000 would require
Nichols plc Board approval.
27
STRATEGIC REPORT
FINANCIAL REVIEW
Risks and Uncertainties
Management consider the following
issues to be the principal risks
potentially affecting our business:
Risk
Mitigation
Unavailability of the Vimto compound – As the Vimto brand
accounts for the majority of the Group’s revenue it is vital
that we have surety of supply of the compound.
Working in partnership with our suppliers, we have
established production capability at more than one location
to ensure continuity of supply.
Loss of a major customer account
Loss of a production facility.
We are dedicated to maintaining long term relationships with
all of our customers but the Group’s diverse income stream
across markets and regions means we are not overly reliant
on any one customer.
Our supply chain team work with our third party suppliers to
ensure robust recovery plans are in place to ensure continuity
of supply in the event of the loss of one of our production
facilities.
Loss of our IT infrastructure - In common with many
businesses we are now also highly dependent on the
availability of IT systems.
We have a robust disaster recovery plan including the use of
third party professional providers to host our systems and
data.
4.5
4
3.5
3
2.5
2
1.5
1
0.5
0
Shareholders
Total Dividend (pence per share)
Dividend
The Board is recommending a final
dividend of 15.3 pence per ordinary
share (2013: 13.3 pence) payable to
shareholders on the register at 7 April
2015. The final dividend together with
the interim dividend of 7.1 pence, gives
a total dividend of 22.4 pence per share
for the year which represents a 14.2%
increase on the prior year (2013: 19.62
pence).
2009
2010
2011
2012
2013
2014
25
23
21
19
17
15
13
11
9
7
28
Nichols v All AIM (indexed from 2009)
Share Price
2009
2010
2011
2012
2013
2014
Nichols PLC
All AIM index
The Nichols plc share price closed the
year at 900 pence, down 24% from the
start of the year. To my knowledge,
there was no business justification for
the reduction other than the volatility
of the markets. At the time of writing
I am pleased to report that the share
price has recovered considerably (1,078
pence as at 4 March 2015) and is
hopefully more reflective of shareholder
confidence in our future performance.
The graph to the left charts the Group’s
share price performance compared
to the All AIM index. For ease of
comparison both sets of data are shown
as an index using 2009 as the base.
Going Concern
After making enquiries, the directors
have formed a judgement, at the time
of approving the financial statements,
that there is a reasonable expectation
that the Group has adequate resources
to continue in operational existence for
the foreseeable future. For this reason
the directors continue to adopt the
going concern basis in preparing the
financial statements.
Strategic Report
The Strategic Report on pages 4 to 29
was approved by the Board of Directors
on 4 March 2015 and signed on its
behalf by:
Tim Croston
Group Finance Director
4 March 2015
29
DIRECTORS
FROM
THE
DIRECTORS
DESKS.
P J NICHOLS
Mr Nichols has been a director of the Group since
1976. He was appointed Managing Director in
1986 and Chairman in 1999. In November 2007,
Mr Nichols moved to Non-Executive Chairman.
M J MILLARD
T J CROSTON
E HEALEY
J LONGWORTH
Mrs Millard joined the Group as Managing
Director of the Soft Drinks Division in 2013 and
was appointed Chief Executive Officer in May
2014. Previously she has held senior roles at
Gerber Juice Company Ltd, Refresco Ltd and
Macaw Soft Drinks Ltd.
Mr Croston initially joined the Group as Group
Financial Controller in 2005 and moved to Finance
and Operations Director for the Soft Drinks
Division in 2007. He was appointed Group Finance
Director on 1 January 2010.
He is a former senior partner of an international
accounting firm. He was appointed to the Board in
January 2011.
Mr Healey resigned as Non-Executive Director on
5 March 2015.
Mr Longworth is currently a Non-Executive
Director of the Cooperative Group, Cooperative
Food Ltd and is also a Panel Member of the
Competition Commission. He is Chairman of a
business he founded in 2010, SVA Limited.
He was appointed as Director General of the
British Chambers of Commerce in September
2011. Previous roles have included being a Main
Board Director of Asda and a Director of Tesco
Stores. He was appointed to the Board of Nichols
plc in November 2010.
30
31
DIRECTORS’ REPORT
OUR PLAN
FOR GROWTH
IS CENTRED
AROUND OUR
COMMERCIAL
ACTIVITIES IN
BOTH THE UK &
OVERSEAS
The directors present their report and the
audited financial statements for the year ended
31 December 2014
Non-Executive Directors
J LONGWORTH
E HEALEY
(Resigned 4 March 2015)
P J NICHOLS
All of the above are members
of the audit and remuneration
committees of the Board.
Executive Directors
M J MILLARD
T J CROSTON
Financial risk management
objectives and policies
Business risks and uncertainties
are included within the Financial
Review on pages 22 to 29 and
financial risks are set out in note
21 to the financial statements.
Employees
The Group’s policy is to recruit
and promote on the basis of
aptitude and ability without
discrimination of any kind.
Applications for employment
by disabled people are always
fully considered bearing in mind
the qualification and abilities of
the applicants. In the event of
employees becoming disabled
every effort is made to ensure
their continued employment.
The management of the individual
operating companies consult
with employees and keep them
informed on matters of current
interest and concern to the
business.
Political donations
There were no political donations
in either 2014 or 2013.
Share options
The Company operates a Save As
You Earn share option scheme.
In conjunction with this it makes
donations to an Employee Share
Ownership Trust to enable shares
to be bought in the market to
satisfy the demand from option
holders.
Share capital
The resolutions concerning the
ability of the Board to purchase
the Company’s own shares and
to allot shares are again being
proposed at the Annual General
Meeting.
In exercising its authority in
respect of the purchase and
cancellation of the Company’s
shares the Board takes as its
major criterion the effect of such
purchases on future expected
earnings per share. No purchase
is made if the effect is likely to be
deterioration in future expected
earnings per share growth. During
the year the Company did not
purchase any of its own shares.
The Board believes that being
permitted to allot shares within
the limits set out in the resolution
without the delay and expense
of a general meeting gives the
ability to take advantage of
circumstances that may arise
during the year.
32
33
DIRECTORS’ REPORT
Directors’ remuneration payable in year ended 31 December 2014
Summary of directors’ interests in the Company
Salary
and fees
Benefits
in kind
Bonuses
Growth
Securities
Ownership
Plan
2014
Pension
contributions
P J Nichols
M J Millard
T J Croston
J Longworth
E Healey
B M Hynes
Total
£’000
98
203
150
22
22
0
495
£’000
5
12
16
0
0
0
33
£’000
0
21
16
0
0
0
37
£’000
0
95
70
0
0
0
165
£’000
0
13
12
1
0
0
26
Total
2014
£’000
103
344
264
23
22
0
756
Total
2013
£’000
108
259
227
22
22
90
728
Auditors
Grant Thornton UK LLP resigned as
auditor during the year and BDO LLP
were appointed.
In accordance with Section 489 of the
Companies Act 2006 a resolution will
be proposed at the Annual General
Meeting that BDO LLP be re-appointed
auditors.
Directors’ Responsibilities
Statement
The directors are responsible for
preparing the Strategic Report and
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 elected to prepare the
financial statements in accordance
with International Financial Reporting
Standards (IFRS) as adopted by the
European Union.
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:
• select suitable accounting policies
and then apply them consistently;
• make judgments and accounting
estimates that are reasonable and
prudent;
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:
• state whether applicable IFRSs have
• so far as each of the directors
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.
The directors are responsible for
keeping adequate accounting records
is aware there is no relevant audit
information of which the Company’s
auditor is 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.
(Number of Shares)
Opening
shareholding
2014
movement
Closing
shareholding
P J Nichols
M J Millard
T J Croston
J Longworth
E Healey
2,077,060
-
17,250
140
-
-
-
-
-
-
2,077,060
-
17,250
140
-
All figures above relate to shares owned outright, please refer to Note
19 to the financial statements for details of share options relating to
directors.
By order of the Board
Tim Croston
Secretary
Laurel House, Ashton Road,
Newton-Le-Willows, WA12 0HH
4 March 2015
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
The Group has agreed to indemnify
its directors against third party claims
which may be brought against them and
has in place an officers’ insurance policy.
Director’s Remuneration
Bonuses which are not guaranteed are
accruing to the executive directors and
certain senior executives based on
pre-determined performance targets.
The Remuneration committee have
considered it appropriate to issue
awards under an incentive plan (the
Growth Securities Ownership Plan
(GSOP)) relating to growth in operating
profit from continued operations before
exceptional items, tax and finance costs.
The new Growth Securities Ownership
Plan runs from 1 January 2014 to 31
December 2016 and the remuneration
level at grant was linked to a theoretical
number of shares equivalent in value to
no more than twelve months salary for
each year of the incentive scheme.
In respect of the scheme the first year’s
performance criteria has been met and
as a result the Group has provided for a
potential bonus in 2014 of £471,000 for
two executive directors, which will be
payable subsequent to the year ended
31 December 2016 if Group targets
continue to be met.
P J Nichols is a member of the final
salary pension scheme and M J Millard
and T J Croston have a personal pension
plan. The Company contributions to the
respective schemes are shown in the
table detailed on page 34.
34
35
AUDITOR’S REPORT
Independent Auditor’s report to
the members of Nichols PLC
We have audited the financial
statements of Nichols plc for the
year ended 31 December 2014 which
comprise the Consolidated Income
Statement, the Consolidated Statement
of Comprehensive Income, the Group
and parent Company Statement of
Financial Position, the consolidated and
parent Company Statements of Cash
Flow, the Group and parent Company
Statements of Changes in Equity 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
statement of directors’ responsibilities,
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 Financial Reporting
Council’s (FRC’s) Ethical Standards for
Auditors.
the financial statements have
been prepared in accordance with
the requirements of the Companies
Act 2006.
•
the parent Company financial
statements are not in agreement
with the accounting records and
returns; or
Opinion on other matters
prescribed by the Companies Act
2006
• certain disclosures of directors’
remuneration specified by law are
not made; or
In our opinion the information given
in the strategic report and directors’
report for the financial year for which
the financial statements are prepared is
consistent with the 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
• we have not received all the
information and explanations
we require for our audit.
Philip Storer
(Senior Statutory Auditor)
For and on behalf of BDO LLP,
statutory auditor, Manchester,
United Kingdom
4 March 2015.
BDO LLP is a limited liability partnership
registered in England and Wales (with
registered number OC305127).
Scope of the Audit of the Financial
Statements
•
A description of the scope of an audit of
financial statements is provided on the
FRC’s website at
www.frc.org.uk/auditscopeukprivate.
Opinion on Financial Statements
In our opinion:
•
the financial statements give a true
and fair view of the state of the
Group’s and the parent Company’s
affairs as at 31 December 2014 and
of the Group’s profit 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
OUR
ADVISORS.
Auditors
Solicitors
Financial Advisors
Registered Office
BDO LLP, 3 Hardman
Street, Spinningfields,
Manchester, M3 3EB.
DLA Piper, 101 Barbirolli
Square, Manchester,
M2 3DL.
N M Rothschild & Sons
Limited, 82 Kings Street,
Manchester, M2 4WQ.
Bankers
The Royal Bank of
Scotland PLC, 1
Spinningfields Square,
Manchester, M3 3AP.
Stockbrokers &
Nominated Advisor
N+1 Singer Advisory LLP,
West One Wellington
Street, Leeds, LS1 1BA.
Registrars
Capita Registrars Limited,
Northern House,
Woodsome Park, Fenay
Bridge, Huddersfield,
HD8 0GA.
Laurel House, Woodlands
Park, Ashton Road,
Newton-Le-Willows,
WA12 0HH.
Registered Number
238303.
36
37
CONSOLIDATED INCOME STATEMENT
YEAR ENDED 31 DECEMBER 2014
STATEMENT OF FINANCIAL POSITION
YEAR ENDED 31 DECEMBER 2014
2014
2013
Before
exceptional
items
£’000
Exceptional
items
£’000
Notes
Total
£’000
Before
exceptional
items
£’000
Restated
(Note 2)
Exceptional
items
£’000
(Note 2)
3
109,205
(59,035)
50,170
(5,271)
0
0
0
0
109,205
105,529
(59,035)
(57,430)
50,170
(5,271)
48,099
(6,063)
0
0
0
0
Total
£’000
Restated
(Note 2)
105,529
(57,430)
48,099
(6,063)
(19,302)
(7,768)
(27,070)
(19,609)
(3,680)
(23,289)
4
5
5
7
9
9
25,597
(7,768)
17,829
22,427
(3,680)
18,747
257
(164)
25,690
(5,413)
0
0
257
(164)
(7,768)
17,922
1,637
(3,776)
347
(264)
22,510
(5,645)
0
0
347
(264)
(3,680)
18,830
924
(4,721)
20,277
(6,131)
14,146
16,865
(2,756)
14,109
38.39p
38.34p
38.30p
38.25p
Revenue
Cost of sales
Gross profit
Distribution expenses
Administrative expenses
Operating profit
Finance income
Finance expense
Profit before taxation
Taxation
Profit for the financial year attributable to
equity holders of the parent
Earnings per share (basic)
Earnings per share (diluted)
The accompanying accounting policies and notes form an integral part of these financial statements.
All results relate to continuing operations.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 31 DECEMBER 2014
Profit for the financial year
Items that will not be reclassified subsequently to profit or loss
Remeasurement of net defined benefit liability (see note 26)
Deferred taxation on pension obligations and employee benefits (see note 13)
Other comprehensive (expense) / income for the year
Total comprehensive income for the year
2014
£’000
2013
£’000
14,146
14,109
(2,796)
436
(2,360)
1,909
(308)
1,601
11,786
15,710
38
Group
2014
£’000
2013
£’000
Parent
2014
£’000
Notes
Assets
Non-current assets
Property, plant and equipment
Goodwill
Investments
Deferred tax assets
Total non-current assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Current tax liabilities
Provisions
Total current liabilities
Non-current liabilities
Pension obligations
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium reserve
Capital redemption reserve
Other reserves
Retained earnings
Total equity
10
11
12
13
14
15
20
16
16
17
26
13
18
2013
£’000
355
0
16,566
1,321
18,242
2,182
20,565
30,964
53,711
4,817
16,447
0
1,699
22,963
4,712
23,525
34,483
62,720
1,295
16,057
0
1,321
18,673
4,144
22,721
34,293
61,158
3,759
0
16,566
1,699
22,024
2,634
21,120
19,124
42,878
85,683
79,831
64,902
71,953
19,486
1,859
0
18,152
1,675
2,018
17,210
1,090
0
23,107
803
2,018
21,345
21,845
18,300
25,928
6,190
70
6,260
4,047
0
4,047
6,190
4,047
0
0
6,190
4,047
27,605
25,892
24,490
29,975
58,078
53,939
40,412
41,978
3,697
3,255
1,209
(560)
50,477
58,078
3,697
3,255
1,209
(598)
46,376
53,939
3,697
3,255
1,209
215
32,036
40,412
3,697
3,255
1,209
177
33,640
41,978
The financial statements on pages 38 to 66 were approved by the Board of Directors on 4 March 2015 and were signed on its behalf by:
PJ Nichols
Chairman
The accompanying accounting policies and notes form an integral part of these financial statements.
Registered number 238303
39
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED 31 DECEMBER 2014
PARENT COMPANY STATEMENT OF CASH FLOWS
YEAR ENDED 31 DECEMBER 2014
Cash flows from operating activities
Profit for the financial year
Adjustments for:
Depreciation
(Profit)/loss on sale of property, plant and equipment
Finance income
5
Tax expense recognised in the income statement
Change in inventories
Change in trade and other receivables
Change in trade and other payables
Change in provisions
Change in pension obligations
Cash generated from operating activities
Tax paid
Net cash generated from operating activities
Cash flows from investing activities
Finance income
Proceeds from sale of property, plant and equipment
Acquisition of property, plant and equipment
Acquisition of subsidiary, net of cash acquired
Acquisition of trade and assets
Net cash used in investing activities
Cash flows from financing activities
Funds provided to ESOT
Dividends paid
Net cash used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
8
20
Notes
2014
£’000
2014
£’000
2013
£’000
2013
£’000
14,146
14,109
Profit for the financial year
Cash flows from operating activities
Notes
2014
£’000
2014
£’000
8,441
2013
£’000
2013
£’000
11,332
480
(80)
(257)
3,776
(568)
(787)
1,324
(2,018)
(653)
239
124
(4,034)
(85)
(305)
(129)
(7,518)
513
11
(347)
4,721
1,103
1,050
(1,224)
1,971
(600)
316
148
(692)
0
0
7,198
21,307
(4,765)
16,542
1,217
15,363
(3,465)
11,898
(4,061)
(228)
(127)
(6,639)
(6,766)
9,548
24,745
34,293
(7,647)
190
34,293
34,483
Adjustments for:
Depreciation
Loss on sale of property, plant and equipment
Finance income
Tax expense recognised in the income statement
Change in inventories
Change in trade and other receivables
Change in trade and other payables
Change in provisions
Change in pension obligations
Cash generated from operating activities
Tax paid
Net cash (used up in)/generated from operating activities
Cash flows from investing activities
Finance income
Proceeds from sale of property, plant and equipment
Acquisition of property, plant and equipment
Net cash (used in)/generated from investing activities
Cash flows from financing activities
Funds provided to ESOT
Dividends paid
Net cash used in financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
272
14
(257)
2,258
(452)
(548)
(5,897)
(2,018)
(653)
239
0
(3,679)
(129)
(7,518)
209
0
(347)
3,812
587
632
2,677
1,971
(600)
316
18
(184)
8,941
20,273
(4,641)
15,632
(7,281)
1,160
(1,913)
(753)
(3,440)
150
(127)
(6,639)
(6,766)
9,016
21,948
30,964
(7,647)
(11,840)
30,964
19,124
8
20
The accompanying accounting policies and notes form an integral part of these financial statements.
The accompanying accounting policies and notes form an integral part of these financial statements.
40
41
STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 DECEMBER 2014
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
Group
1. Reporting entity
Adoption of new and revised standards
Called up
share capital
£’000
Share
premium
reserve
£’000
Capital
redemption
reserve
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
Equity
£’000
3,697
3,255
1,209
(474)
37,308
44,995
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
(6,639)
(6,639)
(124)
(124)
0
0
0
(3)
(127)
(6,642)
(6,766)
14,109
14,109
1,601
1,601
15,710
15,710
3,697
3,255
1,209
(598)
46,376
53,939
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
38
38
0
0
0
(7,518)
(7,518)
(167)
(129)
(7,685)
(7,647)
14,146
14,146
(2,360)
(2,360)
11,786
11,786
3,697
3,255
1,209
(560)
50,477
58,078
Called up
share capital
£’000
Share
premium
reserve
£’000
Capital
redemption
reserve
£’000
3,697
3,255
1,209
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Other
reserves
£’000
Retained
earnings
£’000
Total
Equity
£’000
301
0
(124)
(124)
0
0
0
27,349
35,811
(6,639)
(6,639)
(3)
(127)
(6,642)
(6,766)
11,332
11,332
1,601
1,601
12,933
12,933
3,697
3,255
1,209
177
33,640
41,978
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
38
38
0
0
0
(7,518)
(7,518)
(167)
(129)
(7,685)
(7,647)
8441
8441
(2,360)
(2,360)
6,081
6,081
3,697
3,255
1,209
215
32,036
40,412
Nichols plc (the “Company”) is a company
incorporated and domiciled in the United
Kingdom. The address of the Company’s
registered office is Laurel House, Woodlands
Park, Ashton Road, Newton-le-Willows,
WA12 0HH. The consolidated financial
statements of the Company as at and for
the year ended 31 December 2014 comprise
the Company and its subsidiaries (together
referred to as the “Group”). The Group is
primarily engaged in the supply of soft drinks
to the retail, wholesale, catering, licensed
and leisure industries.
The Company’s business activities, together
with the factors likely to affect its future
development, performance and position
are set out in the Chief Executive’s Review
on pages 10 to 21. The financial position
of the Company, its cash flows, liquidity
position and borrowing facilities are
described in the Finance Review on pages
22 to 29. In addition, notes 21 and 23
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 considerable financial
resources together with long-term contracts
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.
The directors have a reasonable expectation
that the Company has adequate resources
to continue in operational existence for the
foreseeable future. Thus they continue to
adopt the going concern basis of accounting
in preparing the annual financial statements.
2. Accounting policies
Basis of preparation
The consolidated and parent Company
financial statements have been prepared
in accordance with International Financial
Reporting Standards (IFRSs) as adopted
by the EU and the Companies Act 2006 as
applicable to companies reporting under
IFRS.
The financial statements were approved by
the Board of Directors on 4 March 2015.The
financial statements have been prepared
on the historical cost basis. The accounting
policies have been applied consistently by
the Group, except as stated below.
An income statement is not provided for the
parent Company as permitted by Section 408
of the Companies Act 2006.
The profit dealt with in the financial
statements of Nichols plc was £8,441,000
(2013: £11,332,000).
At 1 January 2013
Dividends
Movement in ESOT
Transactions with owners
Profit for the year
Other comprehensive income
Total comprehensive income
At 1 January 2014
Dividends
Movement in ESOT
Transactions with owners
Profit for the year
Other comprehensive expense
Total comprehensive income
At 31 December 2014
Parent
At 1 January 2013
Dividends
Movement in ESOT
Transactions with owners
Profit for the year
Other comprehensive income
Total comprehensive income
At 1 January 2014
Dividends
Movement in ESOT
Transactions with owners
Profit for the year
Other comprehensive expense
Total comprehensive income
At 31 December 2014
42
In the current year, the following new and
revised Standards and Interpretations, all
effective for periods beginning on 1 January
2014, have been adopted and have affected
the amounts reported in these financial
statements. The directors do not consider
that the new and revised Standards and
Interpretations described below have had a
material impact on the Group consolidated
results.
IFRS 10 Consolidated Financial Statements.
IFRS 10 establishes principles for the
presentation and preparation of consolidated
financial statements when an entity controls
one or more other entities.
IFRS 11 Joint Arrangements. The principle in
IFRS 11 is that a party to a joint arrangement
recognises its rights and obligations arising
from the arrangement rather than focussing
on the legal form.
IFRS 12 Disclosure of Interests in Other
Entities. IFRS 12 Disclosure of Interests
in Other Entities includes the disclosure
requirements for all forms of interests in
other entities, including subsidiaries, joint
arrangements, associates and unconsolidated
structured entities.
IAS 27 Separate Financial Statements. IAS
27 contains accounting and disclosure
requirements for investments in subsidiaries,
joint ventures and associates when an entity
prepares separate financial statements.
The Standard requires an entity preparing
separate financial statements to account for
those investments at cost or in accordance
with the applicable financial instruments
standard (i.e. IAS 39 or IFRS 9).
IAS 32 Offsetting Financial Assets and
Liabilities – Amendments to IAS 32. This
amendment seeks to clarify rather than
to change the off-setting requirements
previously set out in IAS 32. The changes
clarify:
the meaning of ‘currently has a legally
enforceable right of set-off’; and
•
•
Transition Guidance - Amendments to IFRS
10, IFRS 11 and IFRS 12. The Amendments
clarify the transition guidance in IFRS 10
Consolidated Financial Statements. They
also provide additional transition relief in
IFRS 10 ‘Consolidated Financial Statements’,
IFRS 11 ‘Joint Arrangements’ and IFRS 12
‘Disclosure of Interests in Other Entities’,
limiting the requirement to provide adjusted
comparative information to only the
preceding comparative period.
IFRS 10, IFRS 12, IAS 27 Investment Entities
– Amendments to IFRS 10, IFRS 12 and IAS
27. The Amendments clarify the transition
guidance in IFRS 10 Consolidated Financial
Statements.
Functional and presentation currency
These consolidated financial statements
are presented in sterling, which is also
the functional currency of the parent and
subsidiary companies.
Use of estimates and judgements
The preparation of financial statements
requires management to make judgements,
estimates and assumptions that affect the
application of accounting policies and the
reported amounts of assets, liabilities,
income and expenses. Actual results may
differ from these estimates.
The following are the key assumptions
concerning the future and other key sources
of estimation uncertainty at the reporting
date, that have a significant risk of causing a
material adjustment to the carrying amounts
of assets and liabilities within the next
financial year.
Impairment of goodwill
Determining whether goodwill is impaired
requires an estimation of the value in
use of the cash-generating units to which
goodwill has been allocated. The value in use
calculation requires management to estimate
the future cash flows expected to arise from
the cash-generating unit and a suitable
discount rate in order to calculate present
value (see note 11).
that some gross settlement systems may
be considered equivalent to
net settlement.
The carrying amount of goodwill at the
reporting date was £16.4 million (2013:
£16.1 million).
IAS 36 Recoverable Amount Disclosures –
Amendments to IAS 36. The amendments
align the disclosures required for the
recoverable amount of an asset (or CGU)
when this has been determined on the basis
of fair value less costs of disposal with those
required where the recoverable amount
has been determined on the basis of value
in use. Certain disclosures are now only
required when an impairment loss has been
recorded or reversed in respect of an asset
or CGU. Other disclosures requirements have
been clarified and expanded, for assets or
CGUs where the recoverable amount has
been determined on the basis of fair value
less costs of disposal.
Share options
The assumptions on the expected life of
share options, volatility of shares, risk free
yield to maturity and expected dividend
yield on shares are used in the IFRS fair value
calculation of the Group’s share options
outstanding at the reporting date (see note
19).
Defined benefit obligations
For the Group’s defined benefit plan, the
main assumptions used by the actuary
are the rate of future salary increases, the
rate of increase in pensions in payment,
the discount rate and the expected rate of
inflation (see note 26).
43
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
Useful lives of property, plant and
equipment
of the acquired subsidiary at the date of
acquisition.
As described within the property, plant
and equipment paragraph below, the
Group reviews the estimated useful lives
of property, plant and equipment at least
annually.
Estimates and underlying assumptions are
reviewed by management on an ongoing
basis. Revisions to accounting estimates
are recognised in the period in which the
estimate is revised and in any future periods
affected.
Settlements and legal costs
During 2014 the Group lost an outstanding
legal case which an exceptional cost and
provision had been provided for in 2013.
The quantum of this was significantly higher
than the Group had provided for at the
end of 2013 and consequently a charge of
£7,768,000 has been charged to exceptional
costs during the year (see note 4).
Basis of consolidation
The Group financial statements consolidate
those of the Company and all of its subsidiary
undertakings drawn up to 31 December
2014. Subsidiaries are entities controlled
by the Group. Control exists if all three of
the following elements are present: power
over the investee, exposure to variable
returns from the investee, and the ability
of the investor to use its power to affect
those variable returns. Control is reassessed
whenever facts and circumstances indicate
that there may be a change in any of
these elements of control. The financial
statements of subsidiaries are included in the
consolidated financial statements from the
date that control commences until the date
that control ceases.
Intra-Group balances and any unrealised
gains and losses arising from intra-Group
transactions are eliminated in preparing the
consolidated financial statements. All Group
companies have coterminous year ends.
Acquisitions of subsidiaries are dealt with
by the acquisition method. The acquisition
method involves the recognition at fair
value of all identifiable assets and liabilities
at the acquisition date, regardless of
whether or not they were recorded in the
financial statements of the subsidiary prior
to acquisition. On initial recognition, the
assets and liabilities of the subsidiary are
included in the consolidated statement of
financial position at their fair values, which
are also used as the basis for subsequent
measurement in accordance with Group
accounting policies.
Goodwill is stated after separating out
identifiable assets. Goodwill represents the
excess of the fair value of the consideration
transferred over the fair value of the
Group’s share of the identifiable net assets
Revenue recognition
Revenue from the sale of goods is calculated
on the basis of the invoiced price, less any
agreed discounts or rebates and excluding
VAT and after the deduction of certain
promotional and brand support costs
invoiced by customers.
Revenue is recognised when the significant
risks and rewards of ownership have been
transferred to the buyer, the amount of
revenue can be measured reliably, recovery
of the consideration is probable, the
associated costs and possible return of
goods can be estimated reliably and there
is no continuing management involvement
with the goods. With regards to discounts,
rebates, promotional costs and brand
support costs, these costs are calculated to
reflect the expected amount of customer
claims in respect of these items. The
statement of financial position includes
accruals for claims yet to be received for
discounts, rebates and promotional costs.
Transfer of risks and rewards vary depending
on the individual term of the contract of sale.
For sales in the UK, transfer occurs when
the product is despatched to the customer.
However, for some international shipments,
transfer occurs either upon loading the
goods onto the relevant carrier or when the
goods have arrived in the overseas port. The
point of transfer for international shipments
is dictated by the terms of each sale.
Segmental reporting
An operating segment is a component of the
Group that engages in business activities
from which it may earn revenues and incur
expenses, including revenues and expenses
that relate to transactions with any of the
Group’s other components and for which
discrete financial information is available.
An operating segment’s operating results
are reviewed regularly by the management
committee (as chief operating decision
maker) to make decisions about resources to
be allocated to the segment and assess its
performance.
Segment results that are reported to the
management committee include items
directly attributable to a segment as
well as those that can be allocated on a
reasonable basis. Segment reporting for
the Group is made to the gross profit level
for the operating segments but no segment
reporting is made for further expenditure
or for the assets and liabilities of the Group.
The assets and liabilities of the Group are
reported as Group totals and no reporting
of these balances is recorded at a segment
level. As a result all of the Group’s assets
and liabilities are unallocated items and
no reconciliation of segment assets to the
Group’s total assets is prepared.
Foreign currency transactions
Transactions in foreign currencies are
translated into the respective functional
currencies of Group entities at exchange
rates at the date of transactions. Monetary
assets and liabilities denominated in
foreign currencies at the reporting date are
retranslated to the functional currency at the
exchange rate at that date.
Any exchange differences arising on the
settlement of monetary items or on
translating monetary items at rates different
from those at which they were initially
recorded are recognised in the consolidated
income statement in the period in which
they arise.
During 2014 the Group entered into foreign
currency transactions that over the course
of the year resulted in the Group having a
natural hedge. This then meant the Group
did not need to enter into forward contracts
to minimise the impact of movements in
foreign currency rates on the spot market.
Exceptional items
Exceptional items are material items which
individually, or if a similar type, in aggregate,
need to be disclosed separately by virtue
of their size, nature or incidence in order
to better understand the Group’s financial
performance.
Taxation
Income tax expense comprises current
and deferred tax. Income tax expense
is recognised in the income statement
except to the extent that it relates to items
recognised in other comprehensive income/
(expense), in which case it is recognised in
comprehensive income.
Current tax
Current tax is the expected tax payable on
the taxable income for the year, using rates
which are enacted or substantively enacted
at the reporting date and any adjustment to
tax payable in respect of previous years.
Deferred tax
Deferred tax is recognised using the balance
sheet liability method, with no discounting,
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 not provided on the initial
recognition of goodwill, or on the initial
recognition of an asset or liability unless the
related transaction is a business combination
or affects tax or accounting profit. Deferred
tax is measured at the tax rates that are
expected to be applied to the temporary
differences when they reverse, provided they
are enacted or substantively enacted at the
reporting date.
A deferred tax asset is recognised to the
extent that it is probable that future taxable
profits will be available against which
temporary differences can be utilised.
Deferred tax assets are reviewed at each
reporting date and are reduced to the extent
that it is no longer probable that the related
tax benefit will be realised.
Impairment losses recognised in respect of
cash-generating units are allocated first to
reduce the carrying amount of any goodwill
allocated to the units and then to reduce the
carrying amount of the other assets in the
unit on a pro rata basis. Impairment losses
are recognised in the income statement.
Goodwill
Property, plant and equipment
Goodwill arises on the acquisition of
subsidiaries.
Goodwill representing the excess of the fair
value of the consideration transferred over
the fair value of the Group’s share of the
identifiable assets acquired, is capitalised
and reviewed annually for impairment.
Goodwill is measured at cost less
accumulated impairment losses.
Reserves
Share capital represents the nominal value of
equity shares.
Share premium represents the excess
over nominal value of the fair value of the
consideration received for equity shares.
Capital redemption reserve represents the
reserve created upon redemption of shares.
Other reserves incorporate purchase of own
shares, movements in the Group’s ESOT and
the IFRS 2 “Share-based payment” charge for
the year.
Retained earnings represents retained
earnings.
Impairment
The carrying values of the Group’s non-
current assets are reviewed at each
reporting date to determine whether there
is any indication of impairment. Goodwill
is reviewed for impairment annually. All
property, plant and equipment is tested for
impairment whenever events or changes
in circumstances indicate that the carrying
amount may not be recoverable. If any such
indication of impairment exists then the
asset’s recoverable amount is estimated.
For the purposes of assessing impairment,
assets are grouped at the lowest levels for
which there are separately identifiable cash
flows (cash-generating units). As a result,
some assets are tested individually for
impairment and some are tested at a cash-
generating unit level.
An impairment loss is recognised if the
carrying amount of an asset or its cash-
generating unit exceeds its recoverable
amount. The recoverable amount is the
higher of fair value, reflecting market
conditions less costs to sell and value in
use. In assessing value in use, the estimated
future cash flows are discounted to their
present value using the cost of capital that
reflects the current market assessments
of the time value of money and the risks
specific to the cash-generating unit.
Items of property, plant and equipment
are measured at cost less accumulated
depreciation and impairment losses.
Cost includes expenditures that are directly
attributable to the acquisition of the asset.
The cost of replacing part of an item of
property, plant and equipment is recognised
in the carrying amount of the item if it is
probable that the future economic benefits
embodied within the part will flow to
the Group and its cost can be measured
reliably. The costs of the day-to-day
servicing of property, plant and equipment
are recognised in the income statement as
incurred.
Depreciation is calculated on a straight line
basis to write down the cost less estimated
residual value on property, plant and
equipment over their estimated useful lives.
The estimated useful lives for the current
and comparative periods are as follows:
Property, plant and equipment 3-10 years
Land and buildings 50 years
Material residual value estimates and useful
economic lives are updated at least annually.
Inventories
Inventories are measured at the lower of
cost and net realisable value. The cost of
inventories is based on the first-in first-out
principle and includes expenditure incurred
in acquiring the inventories and bringing
them to their existing location and condition.
Net realisable value is the estimated selling
price in the ordinary course of business, less
the costs of completion and selling expenses.
Financial assets
The Group’s financial assets comprise
primarily cash, bank deposits and trade
receivables that arise from its business
operations. Financial assets are a contractual
right to receive cash or another financial
asset from another entity or to exchange
financial assets or financial liabilities with
another entity under conditions that are
potentially favourable to the entity.
For the purpose of the consolidated
statement of cash flows, cash and cash
equivalents comprise deposits with banks
and bank and cash balances.
Cash equivalents are short term, highly liquid
investments that are readily convertible
to known amounts of cash and which are
subject to an insignificant risk of changes
in value. Trade receivables are recognised
initially at fair value and subsequently
measured at amortised cost using the
effective interest method, less provisions for
impairment. 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 the receivable, such as
significant financial difficulties on the part
of the counterparty or default or significant
delay in payment.
Financial liabilities
The Group’s financial liabilities comprise
trade and other payables. Financial liabilities
are obligations to pay cash or other financial
assets and are recognised when the
Group becomes a party to the contractual
provisions of the instruments. Trade payables
are initially measured at fair value and are
subsequently measured at amortised cost,
using the effective interest rate method.
Leased assets
Operating leases and the payments are
recognised in the income statement on a
straight-line basis over the term of the lease.
Lease incentives received are recognised as
an integral part of the total lease expense,
over the term of the lease.
Post-employment benefit plans
The Group provides post-employment
benefits through various defined
contribution and defined benefit plans.
Defined contribution plan
The Group pays fixed contributions into
independent entities in relation to plans
and insurances for individual employees.
The Group has no legal or constructive
obligations to pay contributions in addition
to its fixed contributions, which are
recognised as an expense in the period that
relevant employee services are received.
Defined benefit plan
Under the Group’s defined benefit plan, the
amount of pension benefit that an employee
will receive on retirement is defined by
reference to the employee’s length of service
and final salary. The legal obligation for any
benefits remains with the Group, even if plan
assets for funding the defined benefit plan
have been set aside. Plan assets may include
assets specifically designated to a long-term
benefit fund as well as qualifying insurance
policies.
The liability recognised in the statement of
financial position for defined benefit plans
is the present value of the defined benefit
obligation (DBO) at the reporting date less
the fair value of plan assets.
Management estimates the DBO annually
with the assistance of independent actuaries.
This is based on the standard rates of
44
45
Standards and interpretations in issue
not yet adopted
At the date of authorisation of these
financial statements, the following Standards
and Interpretations which have not been
applied in these financial statements were in
issue but not yet effective (and in some cases
had not yet been adopted by the EU):
•
•
•
IFRIC 21, Levies
IFRS 9, Financial instruments
IFRS 15, Revenue from contracts with
customers
• Amendments to IFRS 10 and IAS28,
Consolidated Financial Statements and
Investments in Associates and Joint
Ventures
• Amendments to IFRS 11, Joint
Arrangements
• Amendments to IAS 1, Disclosure initiative
• Amendments to IAS 16 and IAS 38,
Clarification of Acceptable Methods of
Depreciation and Amortisation
• Amendments to IAS 19, Defined Benefit
Plans: Employee Contributions
• Amendments to IAS 27, Equity Method in
Separate Financial Statements
• Annual Improvements to IFRSs, 2010-2012
Cycle, 2011-2013 Cycle and 2012–2014
Cycle
The Directors are currently considering
the potential impact of adoption of these
standards and interpretations in future
periods on the consolidated financial
statements of the Group.
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
Finance income
Finance income comprises interest income
on funds invested. Interest income is
recognised as it accrues, using the effective
interest method.
Earnings per share
The Group presents basic and diluted
earnings per share (EPS) data for its ordinary
shares. Basic EPS is calculated by dividing
the profit or loss attributable to ordinary
shareholders of the Company by the
weighted average number of ordinary shares
outstanding during the period.
Diluted EPS is determined by adjusting
the profit or loss attributable to ordinary
shareholders and the weighted average
number of ordinary shares outstanding for
the effects of all dilutive potential ordinary
shares, which comprise share options
granted to employees.
Employee Share Ownership Trust
The assets and liabilities of the Employee
Share Ownership Trust (“ESOT”) have been
included in the consolidated financial
statements.
The costs of purchasing own shares held by
the ESOT are shown as a deduction against
equity. Neither the purchase nor sale of
own shares leads to a gain or loss being
recognised in the consolidated income
statement.
Investments in subsidiaries
Investments in subsidiaries are shown in
the parent Company statement of financial
position at cost less any provision for
impairment.
Restatements
The revenue figure for comparative
periods has been restated to include
certain customer invoiced promotional
investment that was previously included
within administrative expenses. This change
in policy reduces revenue by £4.4m by
including certain invoiced costs associated
with promotional activities and brings our
reporting to a basis consistent with the
accounting policy adopted by our peer group.
This has no impact on the operating profit
previously reported, nor on the statement
of financial position at the beginning of
the preceding period and therefore a third
statement of financial position has not been
presented.
inflation, salary growth and mortality.
Discount factors are determined close to
each year-end by reference to high quality
corporate bonds that are denominated
in the currency in which the benefits will
be paid and that have terms to maturity
approximating to the terms of the related
pension liability. Service cost on the net
defined benefit liability is included in
employee benefits expense. Net interest
expense on the net defined benefit liability is
included in finance costs.
Share-based payment transactions
The Group’s equity-settled share-based
payments comprise the grant of options
under the Group’s share option schemes.
In accordance with IFRS 2 “Share-based
payment”, the Group recognises an expense
to the income statement representing the
fair value of outstanding equity-settled
share-based payment awards to employees
which have not vested as at 1 January 2014
for the year ending 31 December 2014.
Those fair values are charged to the income
statement over the relevant vesting period
adjusted to reflect actual and expected
vesting levels. The Group calculates the fair
market value of the options as being based
on the market value of a company’s share at
the date of grant adjusted to reflect the fact
that an employee is not entitled to receive
dividends over the relevant holding period.
The total amount to be expensed over the
vesting period is determined with reference
to the fair value of options granted, excluding
the impact of any non market vesting
conditions. Non market vesting conditions
are included in the assumptions about the
number of options expected to vest. At each
reporting date the Group revises its estimate
of the number of options expected to vest.
It recognises the impact of revisions to
original estimates, if any, in the income
statement, with a corresponding adjustment
to equity. The proceeds received, net of any
directly attributable transactions costs, are
credited to share capital and share premium
when the options are exercised.
Provisions and contingent liabilities
A provision is recognised if, as a result of a
past event, the Group has a present legal or
constructive obligation that can be estimated
reliably and it is probable that an outflow of
economic benefits will be required to settle
the obligation. Provisions are determined by
discounting the expected future cash flows
at a pre-tax rate that reflects current market
assessments of the time value of money and
the risks specific to the liability.
A provision for potential costs of a legal
claim is recognised when Management have
considered the merits of the claim and taken
appropriate legal advice as to the outcome of
the litigation.
46
47
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
3. Segmental information
a. Key Operating segments
The Management Committee analyses the Group’s internal
reports to enable an assessment of performance and allocation of
resources. The operating segments are based on these reports.
The Management Committee reviews the Group on the operating
segments identified below. Gross profit is the measure used to
assess the performance of each operating segment.
Still
Carbonate
Total
Revenue
Gross Profit
2014
£’000
56,025
53,180
2013
£’000
Restated
53,225
52,304
109,205
105,529
2014
£’000
30,756
19,414
50,170
2013
£’000
Restated
28,721
19,378
48,099
There are no sales between the two operating segments and all
revenue is earned from external customers.
The operating segments gross profit is reconciled to profit before
taxation as per the consolidated income statement.
The Group’s overheads are managed centrally by the
Management Committee and consequently there is no
reconciliation to profit before tax at a segmental level.
The Group’s assets are managed centrally by the Management
Committee and consequently there is no reconciliation between
the Group’s assets per the statement of financial position and the
segment assets.
Capital Expenditure
Depreciation
2014
£’000
4,035
480
b. Reporting by geographic area Revenue by geographic destination
Middle East
Africa
Rest of the World
Total exports
United Kingdom
2014
£’000
11,789
8,289
3,997
24,075
85,130
2013
£’000
692
513
2014
%
10.8
7.6
3.6
22.0
78.0
2013
£’000
Restated
10,498
7,975
4,619
23,092
82,437
109,205
100.0
105,529
2013
%
Restated
9.9
7.6
4.4
21.9
78.1
100.0
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
4. Operating profit
Operating profit is stated after charging/(crediting):
Inventory amounts charged to cost of sales
Grant Thornton remuneration whilst auditor:
Audit services
Non-audit services
BDO remuneration before auditor:
Non-audit services
BDO remuneration whilst auditor:
Audit services
Non audit services
Depreciation of property, plant and equipment
Operating lease rentals payments
Awards under Growth Securities Ownership Plan
Equity-settled share-based payment
Gain on foreign exchange differences
(Profit) / loss on sale of property, plant and equipment
In the prior year awards under GSOP of £720,000 were included
within costs classified as exceptional items. These were amounts
awarded to individuals as part of the restructure.
Exceptional expenses included within administrative expenses are
summarised below;
Group restructuring costs
Litigation costs
Total
2014
£’000
2013
£’000
59,035
57,430
0
72
175
55
35
480
576
929
0
(157)
(80)
2014
£’000
0
7,678
7,678
60
17
0
0
0
513
824
2,671
179
(108)
11
2013
£’000
1,662
2,018
3,680
As announced on 2 July 2014, the High Court awarded damages
against Nichols plc with regard to the litigation claim from Gul
Bottlers (PVT) Ltd.
As a consequence, a one-off exceptional cost of £7.8m has been
included in the Group’s consolidated income statement. The
settlement was paid during the second half of 2014 and is reflected
in the Group’s Consolidated Statement of Cash Flows.
Revenue from continuing operations arose principally from the
provision of goods. The Group’s business segments operate in
the Middle East, Africa, the Rest of the World and the United
Kingdom. The Group’s Head Office operations are located in the
United Kingdom.
Total assets
The assets of the Group at 31 December 2014 and 31 December
2013 are entirely located within the United Kingdom.
Capital expenditure
In presenting information on the basis of geographical areas, area
revenue is based on the geographical location of customers and
not on the legal entity in which the transaction occurred.
The capital expenditure of the Group for the years ended 31
December 2014 and 31 December 2013 was entirely made within
the United Kingdom.
No individual customer accounts for 10% or more of the Group’s
revenue in either 2014 or 2013.
Depreciation
The Group’s depreciation charges for the years ended 31 December
2014 and 31 December 2013 are against property, plant and
equipment all retained within the United Kingdom.
5. Finance income and expense
Finance income comprises:
Bank interest receivable
Finance expense comprises:
Net interest income on defined benefit pension scheme assets
Interest on defined benefit pension scheme obligations
Finance expense
48
Notes
26
26
2014
£’000
257
(1,001)
1,165
164
2013
£’000
347
(854)
1,118
264
49
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
6. Directors and employees
7. Taxation
a. Average number of persons employed during the year, including directors:
Total
2014
Number
171
2013
Number
172
b. Group employment costs were as follows:
Wages and salaries
Social security costs
Pension costs - defined contribution scheme
Pension costs - defined benefit scheme (see note 26)
Awards under Growth Securities Ownership Plan
Equity-settled share-based payment
The employment costs for the parent Company amounted to
£7,911,000 (2013: £8,352,000).
Key management personnel compensation
Key management personnel are those persons having authority and
responsibility for planning, directing and controlling the activities of
the Group, including the directors of the Company listed on page 33.
Wages and salaries
Pension costs
Awards under annual Growth Securities Ownership Plan
Awarded under 2011 - 2013 Growth Securities Ownership Plan
Accrued under 2014 - 2016 Growth Securities Ownership Plan
2014
£’000
7,155
782
333
103
929
0
9,302
2014
£’000
565
25
165
0
471
1,226
2013
£’000
7,366
769
269
96
2,671
179
11,350
2013
£’000
597
18
121
2,462
0
3,198
The highest paid director has received £331,000 (2013: £1,684,000)
excluding pension contributions.
Equity settled share based payments in respect of directors, not
included in the above figures amounted to nil (2013: £179,000).
Benefits are accruing to 2 directors (2013: 1 director) under a
defined contribution scheme, the highest paid director has received
contributions of £13,000 in the year.
Further information regarding directors’ remuneration and the
Growth Securities Ownership Plan is provided in the directors’ report
on page 34.
The following employment costs were classified within
exceptional items.
Wages and salaries
Social security costs
Pension costs - defined contribution scheme
Awards under Growth Securities Ownership Plan
2014
£’000
0
0
0
0
0
2013
£’000
801
64
16
720
1,601
a. Analysis of expense recognised in the consolidated income statement
Current taxation:
UK corporation tax on income for the year
Adjustments in respect of prior years
Total current tax charge for the year
Deferred tax:
Origination and reversal of temporary differences
Adjustments in respect of prior years
Total deferred tax charge for the year
2014
£’000
3,771
(123)
3,648
166
(38)
128
2013
£’000
4,234
15
4,249
390
82
472
Total tax expense in the Consolidated Income Statement
3,776
4,721
The tax expense is wholly in respect of UK taxation
b. Tax reconciliation
Profit before taxation
Profit before taxation multiplied by the standard rate of corporation tax in the United Kingdom of
21.5% (2013: 23.25%)
Effect of:
Non-deductible expenses
Permanent element of share scheme deduction
Removal of permanent element of share scheme deduction
Impact on deferred tax of use of hybrid tax rate
Other timing differences
Adjustments to the tax charge in respect of prior years
Depreciation for the year greater than capital allowances
Impact on deferred tax due to rate change taken to SOCIE
Total tax expense in the consolidated income statement
2014
£’000
17,922
3,853
71
0
0
62
1
(162)
(49)
0
3,776
2013
£’000
18,830
4,378
64
(25)
25
223
0
50
(24)
30
4,721
The effective rate of tax for the year of 21.1% (2013: 25.1%) is lower
than the standard rate of corporation tax in the United Kingdom
(21.5%). The differences are explained above.
c. The effective rate of tax on profit is 21.1% (2013: 25.1%).
d. Tax on items recognised in other comprehensive expense
In addition to the amount charged to the consolidated income
statement, £436,000 (2013: £308,000) has been recognised in other
comprehensive (expense)/income, being the movement on deferred
taxation relating to retirement benefit obligations and employee
benefits.
50
51
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
10. Property, plant and equipment
Group
Parent
At 31 December 2014
3,444
(1,098)
(1,098)
Land and
buildings
£’000
Property,
plant and
equipment
£’000
0
0
0
0
3,444
0
5,761
692
5,355
591
(139)
5,807
Land and
buildings
£’000
Property,
plant and
equipment
£’000
0
0
0
0
40
0
40
4,486
513
(939)
4,060
440
(106)
4,394
Total
£’000
5,761
692
5,355
4,035
(139)
9,251
Total
£’000
4,486
513
(939)
4,060
480
(106)
4,434
3,404
1,413
4,817
0
1,295
1,295
Cost
At 1 January 2013
Additions
Disposals
At 1 January 2014
Additions
Disposals
Depreciation
At 1 January 2013
Charge for the year
On disposals
At 1 January 2014
Charge for the year
On disposals
At 31 December 2014
Net book value at
31 December 2014
Net book value at
31 December 2013
Cost
At 1 January 2013
Additions
Disposals
At 1 January 2014
Additions
Disposals
Land and
buildings
£’000
Property,
plant and
equipment
£’000
0
0
0
0
3,444
0
2,291
184
(41)
2,434
235
(3)
Total
£’000
2,291
184
(41)
2,434
3,679
(3)
At 31 December 2014
3,444
2,666
6,110
Land and
buildings
£’000
Property,
plant and
equipment
£’000
Total
£’000
1,893
209
(23)
1,893
209
(23)
2,079
2,079
232
0
272
0
2,311
2,351
0
0
0
0
40
0
40
3,404
355
3,759
0
355
355
Depreciation
At 1 January 2013
Charge for the year
On disposals
At 1 January 2014
Charge for the year
On disposals
At 31 December 2014
Net book value at
31 December 2014
Net book value at
31 December 2013
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
8. Equity dividends
Interim dividend 7.10p (2013: 6.32p) paid 29 August 2014
Final dividend for 2013 13.30p (2012: 11.70p) paid 2 May 2014
2014
£’000
2,618
4,900
7,518
2013
£’000
2,328
4,311
6,639
The interim dividend for the prior year of £2,328,000 was paid on 30
August 2013.
The 2014 final proposed dividend of £5,656,000 (15.30p per share)
has not been accrued as it had not been approved by the year end.
9. Earnings per share
Earnings per share (basic)
Earnings per share (diluted)
Earnings per share (basic) -
before exceptional items
Earnings per share (diluted) -
before exceptional items
Earnings per share - before exceptional items
2014
38.39p
38.34p
55.03p
2013
38.30p
38.25p
45.79p
54.96p
45.72p
Basic earnings per share
Dilutive effect of share options
Diluted earnings per share
2014
Weighted
average
number of
shares
Earnings
£’000
Earnings
per share
Earnings
£’000
2013
Weighted
average
number of
shares
Earnings
per share
14,146
36,846,564
38.39p
14,109
36,834,655
38.30p
45,714
49,447
14,146
36,892,278
38.34p
14,109
36,884,102
38.25p
Earnings per share before exceptional items has been presented in
addition to the earnings per share as defined in IAS 33 “Earnings
per share” since in the opinion of the directors, this provides
shareholders with a more meaningful representation of the earnings
derived from the Group’s operations. It can be reconciled from the
basic earnings per share as follows;
Basic earnings per share
Exceptional items
Taxation in respect of exceptional items
2014
Weighted
average
number of
shares
Earnings
£’000
Earnings
per share
Earnings
£’000
2013
Weighted
average
number of
shares
Earnings
per share
14,146
36,846,564
38.39p
14,109
36,834,655
38.30p
7,768
(1,637)
3,680
(924)
Basic earnings per share before exceptional items
20,277
36,846,564
55.03p
16,865
36,834,655
45.79p
Dilutive effect of share options
45,714
49,447
Diluted earnings per share before exceptional items
20,277
36,892,278
54.96p
16,865
36,884,102
45.72p
52
53
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
11. Goodwill
Group
Cost
At 1 January 2013
Restatement of fair value of assets acquired in
prior year
At 1 January 2014
Acquisitions
At 31 December 2014
£’000
15,973
84
16,057
390
16,447
Goodwill relates to the historic Out of Home business which is
considered by management to be two cash-generating units of Still
and Carbonate inline with our Group operating segments.
On 31 January 2014 the Group acquired 100% of the issued share
capital of Dispense Solutions (Wales) Limited and the trade and
assets of a distribution territory from Cabana Soft Drinks (Essex)
Limited, paying cash consideration of £85,000 and £305,000
respectively. The fair value of assets acquired by the Group was
deemed to be nil and therefore goodwill increased by £390,000.
Goodwill is tested at least annually for impairment and whenever
12. Investments: shares in Group undertakings
Parent
Cost and net book amount
At 1 January 2013, 1 January 2014 and at
31 December 2014
All non current investments relate to Group
undertakings. Listed below are the trading subsidiaries
and the ownership of their ordinary share capital by
the Group.
Beacon Drinks Limited *
Ben Shaws Dispense Drinks Limited
Cabana Soft Drinks Limited **
Dayla Liquid Packing Limited
£’000
16,566
%
100
100
100
100
there are indications that goodwill might be impaired. 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. The key assumptions regarding the value in
use calculations were forecast growth in revenues and the discount
rate applied. Budgeted revenue growth is estimated based on actual
performance over the past two years and expected market changes.
The discount rate of 10.35% is a pre-tax rate and reflects the risks
specific to the relevant cash-generating unit. Out of Home business
cash flow projections are based on the most recent financial budgets
approved by management. Management have applied an annual
growth rate of 5% in projecting the cash flows for a period of five
years. Further periods have not been included in the impairment test
due to the value of the free cash flows after a period of 5 years being
greater than the carrying value of goodwill. Therefore management
do not believe it is necessary to project any further into the future.
Management have considered the allocation of the excess of the
fair value of the consideration transferred over the fair value of the
Group’s share of the identifiable assets acquired to other intangibles
and are satisfied that is it correctly allocated to goodwill.
If the discount rate were to increase by 10% the discounted
cashflows would still exceed the carrying amount, likewise if the free
cashflows were to reduce by 10% the discounted cashflows would
still exceed the carrying amount.
Festival Drinks Limited ***
Nichols Dispense Limited
Nichols Dispense (S.W.) Limited ****
Dispense Solutions (Wales) Limited *****
%
100
100
51
100
The Company directly owns Ben Shaws Dispense Drinks Limited,
Dayla Liquid Packing Limited and Nichols Dispense Limited.
*Beacon Drinks Limited is directly owned by Beacon Holdings
Limited.
**Cabana Soft Drinks Limited is directly owned by Cabana (Holdings)
Limited.
*** Festival Drinks Limited is directly owned by Cabana Soft Drinks
Limited.
**** Nichols Dispense (S.W.) Limited is directly owned by Nichols
Dispense Limited.
***** Dispense Solutions (Wales) Limited is directly owned by
Nichols Dispense (S.W.) Limited.
All Group undertakings are consolidated.
Although there is a non-controlling interest in Nichols Dispense
(S.W.) Limited the value of this interest is not considered to be
material and is therefore not disclosed in the accounts.
The above companies and the parent Company were all incorporated
and operate in the United Kingdom. Particulars of non-trading
companies are filed with the annual return.
All companies in the Group are engaged in the supply of soft drinks
and other beverages.
As part of a Group restructuring, the assets and trade of Beacon
Drinks Limited, Ben Shaws Dispense Drinks Limited, Cabana Soft
Drinks Limited, Dayla Liquid Packing Limited and Festival Drinks
Limited were transferred to Nichols Dispense Limited on 31
December 2013.
The fair value of assets transferred is deemed to be the same as
the book value and consideration has been settled through an
intercompany account. This transaction has no impact on the Group
result for the financial year.
13. Deferred tax assets and liabilities
Movement in temporary differences during the year
Group
Property, plant and equipment
Goodwill
Employee benefits
Provisions
Group
Property, plant and equipment
Goodwill
Employee benefits
Provisions
Parent
Property, plant and equipment
Goodwill
Employee benefits
Provisions
Parent
Property, plant and equipment
Goodwill
Employee benefits
Provisions
Net balance at 1
January 2014
£’000
Recognised
in income
£’000
Recognised in
other comprehensive
expense
£’000
Net balance at 31
December 2014
£’000
28
314
971
8
1,321
(65)
(20)
(130)
87
(128)
0
0
436
0
436
(37)
294
1,277
95
1,629
Net balance at 1
January 2013
£’000
Recognised
in income
£’000
Recognised in other
comprehensive income
£’000
Net balance at 31
December 2013
£’000
69
383
1,580
69
2,101
(41)
(69)
(301)
(61)
(472)
0
0
(308)
0
(308)
28
314
971
8
1,321
Net balance at 1
January 2014
£’000
Recognised
in income
£’000
Recognised in
other comprehensive
expense
£’000
Net balance at 31
December 2014
£’000
28
314
971
8
1,321
6
(20)
(130)
86
(58)
0
0
436
0
436
34
294
1,277
94
1,699
Net balance at 1
January 2013
£’000
Recognised
in income
£’000
Recognised in other
comprehensive income
£’000
Net balance at 31
December 2013
£’000
50
383
1,580
69
2,082
(22)
(69)
(301)
(61)
(453)
0
0
(308)
0
(308)
28
314
971
8
1,321
54
55
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
13. Deferred tax assets and liabilities (continued)
15. Trade and other receivables
Assets
Liabilities
Net
Trade receivables
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the
following:
Group
Property, plant and equipment
Goodwill
Employee benefits
Provisions
Parent
Property, plant and equipment
Goodwill
Employee benefits
Provisions
14. Inventories
Finished goods
Raw materials
Total inventories
Current year
£’000
Prior year
£’000
Current year
£’000
Prior year
£’000
Current year
£’000
Prior year
£’000
33
294
1,277
95
1,699
28
314
971
8
(70)
0
0
0
1,321
(70)
0
0
0
0
0
(37)
294
1,277
95
1,629
28
314
971
8
1,321
Assets
Liabilities
Net
Current year
£’000
Prior year
£’000
Current year
£’000
Prior year
£’000
Current year
£’000
Prior year
£’000
34
294
1,277
94
1,699
28
314
971
8
1,321
0
0
0
0
0
0
0
0
0
0
34
294
1,277
94
1,699
28
314
971
8
1,321
Group
Parent
2014
£’000
3,900
812
4,712
2013
£’000
3,136
1,008
4,144
2014
£’000
2,634
0
2,634
2013
£’000
2,182
0
2,182
In 2014 the Group write-down of inventories to net realisable value
amounted to £257,000 (2013: £79,000).
Amounts owed by Group undertakings
Other receivables
Prepayments and accrued income
Group
Parent
2014
£’000
21,919
0
876
730
2013
£’000
22,019
0
125
577
2014
£’000
16,981
3,257
304
578
2013
£’000
16,328
3,776
3
458
23,525
22,721
21,120
20,565
All amounts above are short-term debt. The difference between
the carrying value and fair value of all receivables is not
considered to be material.
All trade and other receivables have been reviewed for indicators
of impairment and a provision of £424,000 (2013: £528,000) has
been recorded accordingly.
In addition, some of the unimpaired trade receivables are past
due at the reporting date. The age of receivables past due but not
impaired is as follows:
Group
Up to 30 days overdue
Over 30 days and up to 60 days overdue
Over 60 days and up to 90 days overdue
2014
£’000
3,118
188
82
2013
£’000
2,300
75
64
3,388
2,439
Parent
Up to 30 days overdue
Over 30 days and up to 60 days overdue
Over 60 days and up to 90 days overdue
2014
£’000
2,402
149
76
2013
£’000
1,947
56
55
2,627
2,058
Group
Bad debt provision
Group
Bad debt provision
Parent
Bad debt provision
Parent
Bad debt provision
At 1 January
2014
£’000
Release in the
year
£’000
528
(85)
At 1 January
2013
£’000
Charge in the
year
£’000
1,031
98
At 1 January
2014
£’000
Release in the
year
£’000
512
(90)
At 1 January
2013
£’000
Charge in the
year
£’000
1,016
97
Utilised
£’000
(19)
Utilised
£’000
(601)
Utilised
£’000
(7)
Utilised
£’000
(601)
At 31 December
2014
£’000
424
At 31 December
2013
£’000
528
At 31 December
2014
£’000
415
At 31 December
2013
£’000
512
56
57
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
16. Trade and other payables and current tax liabilities
19. Share options
Trade payables
Amounts owed to Group undertakings
Other taxes and social security
Accruals and deferred income
Current tax liabilities
Group
Parent
2014
£’000
5,705
0
720
13,061
19,486
1,859
21,345
2013
£’000
1,031
0
1,719
15,402
18,152
1,675
19,827
2014
£’000
4,097
805
(24)
12,332
17,210
1,090
18,300
2013
£’000
624
6,981
885
14,617
23,107
803
23,910
All amounts shown above are short-term. The carrying values are
considered to be a reasonable approximation of fair value.
At 31 December 2014, liabilities have contractual maturities which
are summarised below:
Group
Trade payables
Other short term financial liabilities
Parent
Trade payables
Other short term financial liabilities
17. Provisions
Group
Exceptional cost provision
Parent
Exceptional cost provision
2014
2013
Within 6 months
£’000
Within 6 to 12 months
£’000
Within 6 months
£’000
Within 6 to 12 months
£’000
5,705
13,061
18,766
0
0
0
1,031
15,402
16,433
0
0
0
2014
2013
Within 6 months
£’000
Within 6 to 12 months
£’000
Within 6 months
£’000
Within 6 to 12 month
£’000
4,097
12,332
16,429
0
805
805
624
14,617
15,241
0
6,981
6,981
At 1 January
2014
£’000
2,018
At 1 January
2014
£’000
2,018
Charge in the
year
£’000
0
Charge in the
year
£’000
0
Utilised
£’000
(2,018)
Utilised
£’000
(2,018)
At 31 December
2014
£’000
0
At 31 December
2014
£’000
0
The exceptional cost provision was utilised by the settlement paid
to Gul Bottlers (PVT) in respect of the exceptional cost discussed in
Note 4.
18. Share capital
Allotted, issued and fully paid 36,968,772 (2013: 36,968,772) 10p ordinary shares
2014
£’000
3,697
2013
£’000
3,697
The share capital of Nichols plc consists only of ordinary 10p
shares. All shares are equally eligible to receive dividends and
the repayment of capital and represent one vote at shareholders’
meetings.
There were no movements in the Group’s authorised and allotted,
issued and fully paid share capital for the financial years ending 31
December 2014 and 31 December 2013.
58
The Group operates a Long Term Incentive Plan (LTIP) for certain
executive board members to reward performance during the year.
These options are exercisable on the completion of three years
service from the date of grant.
The Group also operates a Save As You Earn (SAYE) scheme for all
employees. The estimated fair values of options which fall under the
IFRS 2 “Share-based payment” accounting charge and inputs used in
the Binomial model to calculate those fair values, are as follows:
Save As You Earn Scheme
Date of Grant
1 June 2010
1 June 2011
1 June 2011
1 June 2012
1 June 2012
31 May 2013
31 May 2013
1 June 2014
1 June 2014
Number
granted
9,008
27,177
8,970
18,179
18,925
19,545
5,841
32,327
10,978
Share price
on grant
date
Exercise
price
Fair values
on grant
date
Vesting
period
Expected
dividend
yield
£3.54
£4.81
£4.81
£6.30
£6.30
£8.85
£8.85
£10.56
£10.56
£2.83
£3.85
£3.85
£5.04
£5.04
£7.08
£7.08
£7.92
£7.92
£0.71
5.00 years
£0.96
3.00 years
£0.96
5.00 years
£1.26
3.00 years
£1.26
5.00 years
£1.77
3.00 years
£1.77
5.00 years
£2.64
3.00 years
£2.64
5.00 years
3.43%
2.43%
2.43%
2.16%
2.16%
1.79%
1.79%
1.86%
1.86%
Lapse
rate
5.00%
5.00%
5.00%
5.00%
5.00%
5.00%
5.00%
5.00%
5.00%
Risk
free rate
Volatility
4.75%
2.75%
1.75%
0.66%
1.01%
0.50%
0.92%
1.04%
1.87%
25.70%
32.94%
32.94%
30.63%
30.63%
21.02%
21.02%
22.10%
22.10%
Long Term Incentive Plan
Date of Grant
31 July 2013
Number
granted
17,561
Share price
on grant
date
Exercise
price
Fair values
on grant
date
Vesting
period
Expected
dividend
yield
£10.20
£0.00
£10.20
3.00 years
1.70%
Lapse
rate
5.00%
Risk
free rate
Volatility
0.47%
20.50%
Expected volatility
Risk-free rate
The volatility of the Company’s share price on each date of grant
was calculated as the average of annualised standard deviations of
daily continuously compounded returns on the Company’s stock,
calculated over five years back from the date of the grant, where
applicable.
The risk-free rate is the yield to maturity on the date of grant of a UK
Gilt Strip, with term to maturity equal to the life of the option.
Expected life
The expected life of a SAYE option is equal to the vesting period plus
a six month exercise period.
Date of Grant
1 June 2010
1 June 2011
1 June 2012
31 May 2013
31 July 2013
1 June 2014
At 1 January
2014
Granted
Exercised
Lapsed
At 31 December
2014
Exercise price
per share
7,910
26,962
28,345
24,624
17,561
0
105,402
0
0
0
0
0
43,305
43,305
(3,737)
(20,395)
(878)
(320)
(3,121)
(4,830)
(513)
(2,067)
0
0
0
(953)
3,295
6,247
20,394
22,044
17,561
42,352
283p
385p
504p
708.4p
0p
792.3p
(27,766)
(9,048)
111,893
Options are exercisable at the end of a three or five year savings
contract commencing on the date of grant and for a period of six
months thereafter.
The share price during 2014 varied between 838.5p and 1,175.69p
and the weighted average price for the year was 1,060p.
At 31 December 2014, options over 111,893 shares were
outstanding under Employee Share Option Plans (2013: 105,402).
59
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
19. Share options (continued)
Outstanding on 1 January
Granted
Exercised
Lapsed
Outstanding on 31 December
20. Cash and cash equivalents
Group
Cash at bank and in hand
Parent
2014
2013
Weighted average
exercise price
in pence
420.76
792.30
390.62
555.41
561.14
Number
105,402
43,305
(27,766)
(9,048)
111,893
Weighted average
exercise price
in pence
367.38
418.74
275.05
454.19
420.76
Number
109,609
42,947
(41,936)
(5,218)
105,402
At 1 January
2014
£’000
34,293
At 1 January
2014
£’000
Cash
flow
£’000
190
At 31 December
2014
£’000
34,483
Cash
flow
£’000
At 31 December
2014
£’000
Cash at bank and in hand
30,964
(11,840)
19,124
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
Foreign currency sensitivity
Some of the Group’s transactions are carried out in US Dollars and
Euros. As a result, management have undertaken sensitivity analysis
to consider the financial impact if Sterling had both strengthened
and weakened against the US Dollar and the Euro.
If Sterling had strengthened against the US Dollar and Euro by 5%
(2013: 5%), then this would have had the following impact:
Net result for the year
USD
£’000
(190)
2014
Euro
£’000
(242)
Total
£’000
(432)
USD
£’000
(102)
If Sterling had weakened against the US Dollar and Euro by 5% (2013:
5%), then this would have had the following impact:
Net result for the year
USD
£’000
217
2014
Euro
£’000
281
Total
£’000
498
USD
£’000
111
Exposures to foreign exchange rates vary during the year depending
on the volume of overseas transactions. Nonetheless, the analysis
above is considered to be representative of the Group’s exposure to
currency risk.
2013
Euro
£’000
(89)
2013
Euro
£’000
98
Total
£’000
(191)
Total
£’000
209
21. Financial instruments
22. Summary of financial assets and liabilities by category
Exposure to treasury management, liquidity, credit and currency risks arise in the normal course of the Group’s business.
Treasury management
The Group’s treasury activities are targeted to provide
suitable, flexible funding arrangements to satisfy the Group’s
requirements. Interest rate and liquidity risk are managed at a
Group level. Foreign currency risk is managed, in consultation
with Group management, in subsidiaries which are responsible
for the majority of purchases. The Group’s policy for investing any
surplus cash balances is to place such amounts on deposit.
Liquidity risk
The Group seeks to manage financial risk to ensure sufficient
liquidity is available to meet foreseeable needs. The acquisition
of companies and the continuing investment in non-current
assets will be achieved by a mix of operating cash and short term
borrowing facilities. Short term flexibility is achieved by bank
overdraft.
Credit risk
The Group has no significant concentrations of credit risk. The
Group has implemented stringent policies that ensure that credit
evaluations are performed on all potential customers before sales
commence. Credit risk is managed by limiting the aggregate
exposure to any one individual counterparty, taking into account its
credit rating. Such counterparty exposures are regularly reviewed
and adjusted as necessary.
Accordingly, the possibility of material loss arising in the event of
non-performance by counterparties is considered to be unlikely.
Cash at bank is held only with major UK banks with high quality
external credit ratings or government support.
Foreign currency risk
The Group is exposed to foreign currency risk on sales and purchases
that are denominated in a currency other than the functional
currency of the Group. The currencies giving rise to this risk are
primarily US Dollars (USD) and Euros (€). During 2014 the Group
entered into foreign currency transactions that over the course of
the year resulted in the Group having a natural hedge. This then
meant the Group did not need to enter into forward contracts to
minimise the impact of movements in foreign currency rates on the
spot market.
Foreign currency assets
US Dollar
Euro
60
2014
£’000
4,057
3,942
7,999
2013
£’000
2,125
1,859
3,984
The IAS 39 categories of financial assets included in the Statement of Financial Position and the headings in which they are included are as
follows:
Current assets
Group
Parent
Loans and other receivables
Trade receivables and other receivables
Cash and cash equivalents
Total financial assets
2014
£’000
22,795
34,483
57,278
2013
£’000
22,144
34,293
56,437
2014
£’000
20,542
19,124
39,666
2013
£’000
20,107
30,964
51,071
The IAS 39 categories of financial liability included in the Statement of Financial Position and the headings in which they are included are as
follows:
Current liabilities
Group
Parent
Other financial liabilities at amortised cost
Trade and other payables
Total financial liabilities
2014
£’000
5,705
5,705
2013
£’000
1,031
1,031
2014
£’000
4,902
4,902
2013
£’000
7,605
7,605
23. Capital management policies and procedures
The Group manages its capital to ensure that entities in the Group
will be able to continue as a going concern while maximising the
return to stakeholders through the optimisation of the debt and
equity balance. This strategy remains unchanged from 2013.
At 31 December 2014 the Group had no debt, and therefore the
capital structure consists of equity only.
The directors regularly monitor the level of net assets of the
Company in accordance with Section 656 of the Companies Act 2006
(Serious Loss of Capital).
61
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
24. Operating leases
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non cancellable operating
leases, which fall due as follows:
Within one year
Between two and five years
More than five years
Group
Parent
2014
£’000
496
940
5
2013
£’000
532
900
46
1,441
1,478
2014
£’000
301
390
0
691
2013
£’000
303
155
0
458
The Group leases its operating depots under non-cancellable
operating lease agreements and certain other plant and equipment
under non-cancellable operating lease agreements which have
varying terms, escalation clauses and renewal rights.
25. Related party transactions
Parent Company
The parent Company entered into the following transactions with subsidiaries during the year:
Transaction value
Year ended 31 December
Balance outstanding
as at 31 December
2014
£’000
1,173
2013
£’000
1,775
2014
£’000
2,452
2013
£’000
(3,205)
Sale of goods and services
(including recharge of costs)
All balances with the related parties are on an arm’s length basis.
Details of key management personnel compensation have been
disclosed in note 6, no other transactions were entered into with key
management personnel in the year.
26. Employee benefits
The Group operates two employee benefit plans, a defined benefit
plan which provides benefits based on final salary which is now
closed to new members and a defined contribution group personal
plan.
The Group personal plan consists of individual contracts with
contributions from both the employer and employee. The charge for
the year for the Group personal plan was £256,000 (2013: £269,000).
The Company operates a defined benefit plan in the UK. A full
actuarial valuation was carried out on 5 April 2011 and updated at
31 December 2014 by an independent qualified actuary.
The assets of the defined benefit plan are managed by a pension
fund that is legally separated from the Group. Governance of
the plan is the responsibility of appointed trustees, acting on
professional advice.
The plan is exposed to a number of risks, including changes to long
term UK interest rates and inflation expectations, movements in
global investment markets, changes in UK life expectancy rates and
regulatory risk from changes in UK pension legislation.
Interest rate risk
The present value of the defined benefit liability is calculated
using a discount rate determined by reference to market yields of
high quality corporate bonds. The estimated term of the bonds is
consistent with the estimated term of the defined benefit obligation
and it is denominated in sterling. A decrease in market yield on high
quality corporate bonds will increase the Group’s defined benefit
liability, although it is expected that this would be offset partially by
an increase in the fair value of certain of the plan assets.
Investment risk
The plan assets at 31 December 2014 are predominantly equity and
debt instruments.
Longevity risk
The Group is required to provide benefits for life for the members
of the defined benefit liability. Increases in the life expectancy of
the members, where the pension payments are linked to CPI, will
increase the defined benefit liability.
Inflation risk
A significant proportion of the defined benefit liability is linked to
inflation. An increase in the inflation rate will increase the Group’s
liability. A portion of the plan assets are inflation-linked debt
securities which will mitigate some of the effects of inflation.
A reconciliation of the pension obligation and plan assets to the amounts presented in the statement of financial position for 2014 and 2013
is shown below.
Present value of funded obligations
Fair value of plan assets
Deficit in the plan
Related deferred tax asset
Net liability recognised
31 December 2014
£’000
31 December 2013
£’000
(29,970)
23,780
(6,190)
1,368
(4,822)
(26,250)
22,203
(4,047)
809
(3,238)
Defined benefit obligation
The details of the Group’s defined benefit obligation are as follows:
Opening defined benefit obligation
Current service cost (Company only)
Interest cost
Actual contributions paid by plan participants
Experience adjustment
Actuarial losses from changes in financial
assumptions
Actuarial losses from changes in demographic
assumptions
(Benefits paid - including insurance premiums)
Closing defined benefit obligation
31 December 2014
£’000
31 December 2013
£’000
26,250
26,407
103
1,165
13
(110)
3,918
(509)
(860)
29,970
96
1,118
25
(339)
(98)
-
(959)
26,250
62
63
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
26. Employee benefits (continued)
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
Plan assets
The reconciliation of the balance of the assets held for the Group’s defined benefit plan is presented below:
Defined benefit plan expenses
Plan assets do not comprise any of the Group’s own financial instruments or any assets used by Group companies. Plan assets can be broken
down into the following category of investments.
Remeasurements recognised in Other Comprehensive Income
Fair value of plan assets at start of accounting period
Interest income
Return on plan assets (excluding amounts included in net interest)
Contributions paid by the employer
Actual contributions paid by plan participants
(Benefits paid)
Fair value of plan assets at end of accounting period
The actual return on plan assets was £1,504,000 (2013: £2,326,000).
31 December 2014
£’000
31 December 2013
£’000
22,203
1,001
503
920
13
(860)
23,780
19,851
854
1,472
960
25
(959)
22,203
The major categories of plan assets, measured at fair value are:
31 December 2014
£’000
31 December 2013
£’000
Equities
Gilts
Bonds
Other, including cash
Total fair value of assets
Assets included which do not have a quoted market value:
Equities
Gilts
Other, including cash
Total
14,791
1,684
3,864
3,441
23,780
-
-
-
-
14,392
1,461
3,079
3,271
22,203
-
-
-
-
The significant actuarial assumptions used for the valuations are as
follows:
31 December 2014
31 December 2013
Future salary increases
Rate of increase in (post 1997) pensions in payment (a)
Discount rate at 31 December
Expected rate of inflation - RPI
Overall expected return on plan assets
3.10%
3.20%
3.50%
3.10%
3.50%
3.40%
3.40%
4.50%
3.40%
4.50%
The expected return on plan assets is based on the the long term
rates of return on the market values of equities, fixed interest assets,
corporate bonds and cash and other assets at 31 December.
Other material actuarial assumptions were the rate of salary
increases and mortality assumptions. In terms of future salary
increases, the actuary is assuming salaries will increase in line with
the RPI inflation assumption.
Assumptions regarding future mortality experience are set based on
the advice of actuaries and in accordance with published statistics.
For members not yet retired, life expectancies have been estimated
as 90 years for men (2013: 90 years) and 92 years for women (2013:
92 years). For current pensioners life expectancies have been
estimated as 87 years for men (2013: 88 years) and 90 years for
women (2013: 90 years)
(a) Increases on pre-6 April 1997 pensions are fixed at 3% per
annum. Post-6 April 1997 increases are in line with price inflation,
subject to a minimum of 3% and a maximum of 5%.
Over the year the Company contributed to the plan at the rate of
18.6% of salaries. The Company will continue to contribute at this
rate pending the results of the next actuarial valuation. The plan
is now closed to new entrants. This means that the average age
of the membership can be expected to rise which in turn means
that the future service cost (as a percentage of scheme members’
pensionable salaries) can be expected to rise.
64
Amounts recognised in profit or loss are:
Current service cost (Company)
Net interest cost (on net defined benefit liability)
Total amount recognised in the Consolidated income statement
31 December 2014
£’000
31 December 2013
£’000
103
164
267
96
264
360
The current service cost is included in employee benefits expense and the net interest expense is included in finance costs.
Amounts recognised in other comprehensive income related to the Group’s defined benefit plan are as follows:
Actuarial gains on the assets
Experience adjustment
Actuarial (losses) / gains from changes in financial assumptions
Changes in demographic assumptions
Total (loss) / gain recognised in Other Comprehensive Income
Other defined benefit plan information.
Employees of the Group are required to contribute a fixed 6% of
their pensionable salary.
The remaining contribution is partly funded by the Group’s
subsidiaries. The funding requirements are based on the pension
funds actuarial measurement framework as set out in the funding
policies.
Based on historical data, the Group expects contributions of
£908,000 to be paid in 2015.
The weighted average duration of the defined benefit obligation at
31 December 2014 is 18 years (2013: 17.4 years).
31 December 2014
£’000
31 December 2013
£’000
503
110
(3,918)
509
(2,796)
1,472
339
98
-
1,909
The significant actuarial assumptions for the determination of the
defined benefit obligation are the discount rate, salary growth rate,
the inflation assumption and the mortality loading.
The calculation of the net defined benefit liability is sensitive to
these assumptions.
The table below summarises the sensitivity of the obligation to
changes to these assumptions.
Increase in discount rate by 0.5%
Increase in salary growth by 0.5%
Increase in inflation adjustment by 0.5%
Increase of 10% on the mortality loading
31 December 2014
31 December 2013
9.40%
0.40%
7.70%
-3.00%
9.10%
0.60%
9.10%
-3.00%
65
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
UNAUDITED FIVE YEAR SUMMARY
YEARS ENDED 31 DECEMBER
27. Audit exemption statement
Under section 479A of the Companies Act 2006 the Group is claiming exemption from audit for the subsidiary companies listed below.
The parent undertaking guarantees all outstanding liabilities to which the subsidiary company is subject at the end of the financial
year.
Beacon Drinks Limited
Ben Shaws Dispense Drinks Limited
Cabana Soft Drinks Limited
Dayla Liquid Packing Limited
Festival Drinks Limited
Nichols Dispense Limited
Nichols Dispense (S.W.) Limited
Dispense Solutions (Wales) Limited
Company Number
1732905
231218
938594
603111
1256006
8795779
8766560
8671127
Revenue
Operating profit before exceptional items, IAS 19 and Long
Term Incentive Scheme Charges
Exceptional items
IAS 19 operating profit charges
Long Term Incentive Scheme operating profit charges
Operating profit after exceptional items, IAS 19 and Long Term
Incentive Scheme Charges
Net finance income/(expense)
Profit before taxation
Taxation
Profit after taxation
Dividends paid
Retained earnings
Earnings per share - (basic)
Earnings per share - (diluted)
Earnings per share - (basic) before exceptional items
Earnings per share - (diluted) before exceptional items
Dividends paid per share
Restated
2014
£’000
2013
£’000
2012
£’000
109,205
105,529
103,642
26,464
25,194
21,741
(7,768)
(3,680)
(103)
(764)
17,829
93
17,922
(3,776)
14,146
(7,518)
6,628
38.39p
38.34p
55.03p
54.96p
20.40p
(96)
(2,671)
18,747
83
18,830
(4,721)
14,109
(6,639)
7,470
38.30p
38.25p
45.79p
45.72p
18.02p
0
(107)
(1,117)
20,517
(7)
20,510
(5,252)
15,258
(5,866)
9,392
41.43p
41.38p
41.43p
41.38p
15.92p
2011
£’000
95,072
19,038
0
(119)
(770)
2010
£’000
80,925
15,426
(293)
(110)
(199)
18,149
14,824
(44)
18,105
(4,779)
13,326
(5,195)
8,131
36.28p
36.25p
36.28p
36.25p
14.10p
(34)
14,790
(3,966)
10,824
(4,601)
6,223
29.63p
29.59p
30.22p
30.18p
12.55p
66
67
NOTICE OF ANNUAL
GENERAL MEETING
Notice is hereby given that the twenty third Annual General Meeting
of Nichols plc (“Company”) will be held at Haydock Park Racecourse,
Newton le Willows, Merseyside, WA12 0HQ on Wednesday, 29 April
2015 at 11:00 a.m. for the following purposes:
8.1.1
8.1.2
To consider and, if thought fit, to pass the following resolutions as
ordinary resolutions:
1.
2.
3.
4.
5.
6.
7.
To receive the Company’s annual accounts, strategic report
and directors’ and auditors’ reports for the year ended 31
December 2014.
8.2
To declare a final dividend for the year ended 31
December 2014 of 15.3 pence per ordinary share of 10
pence in the capital of the Company to be paid on 5 May
2015 to shareholders whose names appear on the register
of members at the close of business on 7 April 2015.
To re-elect M J Millard, who retires by rotation, as a
director of the Company.
To re-elect J Longworth, who retires by rotation, as a
director of the Company.
To reappoint BDO LLP as auditors of the Company.
To authorise the directors to determine the remuneration
of the auditors.
That, pursuant to section 551 of the Companies Act
2006 (“Act”), the directors be and are generally and
unconditionally authorised to exercise all powers of the
Company to allot shares in the Company or to grant
rights to subscribe for or to convert any security into
shares in the Company up to an aggregate nominal
amount of £1,228,135.90, provided that (unless
previously revoked, varied or renewed) this authority shall
expire at the conclusion of the next annual general
meeting of the Company after the passing of this
resolution or on 28 July 2016 (whichever is the earlier),
save that the Company may make an offer or agreement
before this authority expires which would or might require
shares to be allotted or rights to subscribe for or to convert
any security into shares to be granted after this authority
expires and the directors may allot shares or grant such
rights pursuant to any such offer or agreement as if
this authority had not expired. This authority is in
substitution for all existing authorities under section 551
of the Act (which, to the extent unused at the date of this
resolution, are revoked with immediate effect).
9.
9.1
9.2
9.3
To consider and, if thought fit, to pass the following resolutions as
special resolutions:
8.
That, subject to the passing of resolution 7 and pursuant
to sections 570 and 573 of the Companies Act 2006
(“Act”), the directors be and are generally empowered to
allot equity securities (within the meaning of section
560 of the Act) for cash pursuant to the authority granted
by resolution 7 and to sell ordinary shares held by the
Company as treasury shares for cash, as if section 561(1)
of the Act did not apply to any such allotment or sale,
provided that this power shallbe limited to the allotment
of equity securities or sale of treasury shares:
8.1
in connection with an offer of equity securities (whether
by way of a rights issue, open offer or otherwise):
68
to holders of ordinary shares in the capital of the Company
in proportion (as nearly as practicable) to the respective
numbers of ordinary shares held by them; and
to holders of other equity securities in the capital of the
Company, as required by the rights of those securities or,
subject to such rights, as the directors otherwise consider
necessary,
otherwise than pursuant to paragraph 8.1 of this
resolution, up to an aggregate nominal amount of
£184,244, and (unless previously revoked, varied or
renewed) this power shall expire at the conclusion of
the next annual general meeting of the Company after the
passing of this resolution or on 28 July 2016
(whichever is the earlier), save that the Company may
make an offer or agreement before this power expires
which would or might require equity securities to be
allotted or treasury shares to be sold for cash after this
power expires and the directors may allot equity securities
or sell treasury shares for cash pursuant to any such offer
or agreement as if this power had not expired. This power
is in substitution for all existing powers under section 570
and 573 of the Act (which, to the extent unused at the
date of this resolution, are revoked with immediate effect).
That, pursuant to section 701 of the Companies Act
2006 (“Act”), the Company be and is 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
(“Shares”), provided that
the maximum aggregate number of Shares which may be
purchased is 3,684,882.
the minimum price (excluding expenses) which may be
paid for a Share is 10p;
the maximum price (excluding expenses) which may be
paid for a Share is an amount equal to 105 per cent of the
average of the middle market quotations for
a Share as derived from the Daily Official List of the
London Stock Exchange plc for the five business days
immediately preceding the day on which the purchase
is made, and (unless previously revoked, varied or
renewed) this authority shall expire at the conclusion
of the next annual general meeting of the Company
after the passing of this resolution or on 28 July 2016
(whichever is the earlier), save that the Company may
enter into a contract to purchase Shares before this
authority expires under which such purchase will or may
be completed or executed wholly or partly after this
authority expires and may make a purchase of Shares
pursuant to any such contract as if this authority had not
expired.
By order of the Board
Tim Croston
Secretary
17 March 2015
Registered Office, Laurel House, Woodlands Park, Ashton Road,
Newton-Le-Willows, WA12 0HH.
Registered in England and Wales No. 238303
GENERAL
NOTES
1.
2.
3.
4.
5.
6.
7.
To receive the Company’s annual accounts, strategic report
and directors’ and auditors’ reports for the year ended 31
December 2014.
Biographical details of all those directors who are offering
themselves for re-election at the meeting are set out on
pages 30-31 of the enclosed annual report and accounts.
8.
The right to vote at the meeting is determined by
reference to the register of members. Only those
shareholders registered in the register of members of
the Company as at 6.00 p.m. on Monday, 27 April 2015
(or, if the meeting is adjourned, 6:00 p.m. on the
date which is two working days before the date of
the adjourned meeting) 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
in the register of members after that time shall be
disregarded in determining the rights of any person to
attend or vote (and the number of votes they may cast) at
the meeting.
A member is entitled to appoint another person as his
or her proxy to exercise all or any of his rights
to attend, speak and vote at the meeting. A proxy
need not be a member of the Company. A member
may appoint more than one proxy in relation to the
meeting provided that each proxy is appointed to exercise
the rights attached to a different share or shares held
by him or her. To appoint more than one proxy, you
will need to complete a separate proxy form in
relation to each appointment. Additional proxy forms
may be obtained from the Company’s registrar
at shareholder.services@capitaregistrars.com or on 0871
664 0300 (calls cost 10p per minute plus network extras.
Lines are open 8:30 a.m. – 5:30 p.m., Monday - Friday)
or you may photocopy the proxy form already in your
possession. You will need to state clearly on each
proxy form the number of shares in relation to which the
proxy is appointed. A failure to specify the number of
shares each proxy appointment relates to or specifying
a number which when taken together with the number
of shares set out in the other proxy appointments is in
excess of those held by the member, may result in
the proxy appointment being invalid. A proxy may only be
appointed in accordance with the procedures set out in
notes 4 to 8 below and the notes to the form of proxy.
The appointment of a proxy will not preclude a member
from attending and voting in person at the meeting if he or
she so wishes.
A form of proxy is enclosed. To be valid, it must be
completed, signed and sent to the offices of the
Company’s registrars, Capita asset services, PXS, 34
Beckenham Road, Beckenham, Kent BR3 4TU so as to
arrive no later than 11:00 a.m. on Monday 27 April 2015
(or, in the event that the meeting is adjourned, no later
than 48 hours (excluding any part of the day that is not a
working day) before the time of any adjourned meeting).
8.
9.
CREST personal members or other CREST sponsored
members, and those CREST members who have appointed
a voting service provider(s), should refer to their CREST
sponsor or voting service provider(s), who will be able to
take the appropriate action on their behalf.
In order for a proxy appointment or instruction made
using the CREST service to be valid, the appropriate
CREST message (a “CREST Proxy Instruction”) must be
properly authenticated in accordance with Euroclear UK
& Ireland Limited’s specifications and must contain
the information required for such instructions, as
described in the CREST Manual. The message,
regardless of whether it constitutes the appointment
of a proxy or is an amendment to the instruction given
to a previously appointed proxy, must, in order to be
valid, be transmitted so as to be received mmby the
Company’s Registrar, Capita Registrars (CREST ID RA10) no
later than 11:00 a.m. on Monday 7 April 2015 (or, if the
meeting is adjourned, no later than 48 hours (excluding
any part of the day that is not a working day) before the
time of any adjourned meeting). 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 Capita Registrars is able
to retrieve the message by enquiry to CREST in the manner
prescribed by CREST. After this time, any change of
instructions to proxies appointed through CREST
should be communicated to the appointee through
other means. CREST members and, where applicable,
their CREST sponsors or voting service providers should
note that Euroclear UK & Ireland Limited does not make
available special procedures in CREST for any particular
messages. Normal system timings and limitations will
therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST
personal member or sponsored member or has appointed
a voting service provider(s), to procure that his or her
CREST sponsor or voting service provider(s) take(s)) such
action as shall be necessary to ensure that a message
is transmitted by means of the CREST system by any
particular time. In this connection, CREST members
and, where applicable, their CREST sponsors or voting
service providers are referred, in particular, to those
sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
The Company may treat a CREST Proxy Instruction as
invalid in the circumstances set out in Regulation 35(5)(a)
of the Uncertificated Securities Regulations 2001.
A shareholder which is a corporation may authorise one
or more persons to act as its representative(s) at the
meeting. Each such representative may exercise (on
behalf of the corporation) the same powers as
the corporation could exercise if it were an individual
shareholder, provided that (where there is more than one
representative and the vote is otherwise than on a show of
hands) they do not do so in relation to the same shares.
CREST members who wish to appoint a proxy or proxies
for the meeting (or any adjournment of it) through
the CREST electronic proxy appointment service may do
so by using the procedures described in the CREST Manual.
10.
As at 13 March 2015 (being the last practicable date before
the publication of this notice), the Company’s issued share
capital consists of 36,968,772 ordinary shares of 10 pence
each, carrying one vote each. As the Company holds
69
GENERAL NOTES & DIRECTIONS TO THE
ANNUAL GENERAL MEETINGS
NOTES
122,208 ordinary shares in treasury, in respect of which it
cannot exercise any votes, the total voting rights
in the Company as at 17 March 2015 are 36,846,564.
11.
You may not use any electronic address provided either in
this notice of general meeting or any related documents
(including the form of proxy) to communicate with the
Company for any purposes other than those expressly
stated.
Directions to the Annual General Meeting:
Leave the M6 at Junction 23 and take the A49 north towards Ashton
and Haydock Park. Haydock Park Racecourse is on the right after
approximately 0.6 miles. On entering the estate, Haydock Park is
accessed via a long drive.
FINANCIAL CALENDAR
Interim Results Announced
23 July 2015
Annual General Meeting
29 April 2015
Preliminary Results Announced
5 March 2015
70
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Laurel House, Woodlands Park, Ashton Road, Newton-le-willows, Merseyside, WA12 0HH
01925 22 22 22 www.nicholsplc.co.uk
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