Established 1893
Annual Report &
Audited Financial Statements
For the year ended 31st December 2022
www.slingsby.com
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M. L. Morris – Group Chief Executive
D. S. Slingsby – Interim Executive
Chairman and Operations Director
Over 129 years serving and
supplying the workplace.
We do:
Manufacture and distribute over 45,000 high quality
products covering everything you need for the
workplace from handling and lifting and premises
equipment to retail and office supplies, including
many new ideas to help keep your business running
smoothly.
Our Commitment:
Providing our customers with an extensive product range,
outstanding service and efficient delivery.
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Annual Report & Audited Financial Statements | 2022 Directors
and Advisors
Directors
D. S. Slingsby
Interim Executive Chairman
and Operations Director
M. L. Morris
Group Chief Executive
Company Secretary
M. L. Morris
Registered Office
Otley Road
Baildon, Shipley
West Yorkshire BD17 7LW
Tel : (01274) 535030
Fax : (01274) 535035
Registered Number
452716
Registrars
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
Independent Auditors
RSM UK Audit LLP
Central Square
Fifth Floor
29 Wellington Street
Leeds
LS1 4DL
Solicitors
Squire Patton Boggs (UK) LLP
6 Wellington Place
Leeds
LS1 4AP
Nominated Advisor & Broker
Allenby Capital Limited
5 St. Helens Place
London
EC3A 6AB
Website & E-Mail
Website: www.slingsby.com
E-mail: sales@slingsby.com
Annual Report and Audited
Financial Statements - 2022
Contents
Statement by the Chairman
Strategic Report
Report of the Directors
Corporate Governance
Statement of Directors’
Responsibilities
Independent Auditors’ Report
Consolidated Income Statement
Statement of Consolidated
Comprehensive Income and Expense
Statement of Consolidated and
Company Changes in
Shareholders’ Equity
Consolidated Balance Sheet
Company Balance Sheet
Consolidated Cash Flow
Statement
Company Cash Flow Statement
Note to the Cash Flow
Statements
Notes to the Accounts
Five Year Summary
Notice of Annual
General Meeting
Notes to the Notice of
Annual General Meeting
4
6
9
11
14
15
20
21
22
23
24
25
26
27
28
51
52
54
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Annual Report & Audited Financial Statements | 2022
3
Statement by the Chairman
Board Composition
Following the Board changes in 2016, I remain as Interim
Executive Chairman and since 2018 Morgan Morris has been
the appointed Group Chief Executive. The Board continues to
believe that it would benefit from the appointment of new Non-
Executive Directors. This should now be possible following
the release of restrictions relating to the Coronavirus, the
agreement with regard to the pension scheme detailed below
and the re-instatement of Directors’ and Officers’ insurance
cover in respect of claims relating to the pension scheme,
which had deterred previously suitable candidates. The Board
will continue to explore solutions to this issue, with the objective
remaining to appoint new Non-Executive Directors and a Non-
Executive Chairman.
Results
In the half year statement, I reported an operating profit (before
exceptional items) of £0.32m on sales of £11.0m. The full
year operating profit (before exceptional items) was £0.63m
(2021: £0.41m) on sales of £21.6m (2021: £19.8m). Group
sales increased by 9%, which together with an improved gross
margin, led to a profit before taxation and exceptional items
of £0.49m (2021: £0.29m). The increase in Group sales is
principally due to the Group passing cost price increases which
occurred across its product ranges on to customers. This
action resulted in the improvement in gross margin in 2022.
Profit before tax of £0.8m in 2021, included an exceptional
item of £0.53m relating to the increase in value of the freehold
property at Baildon. Within 2022, there have been no
exceptional items recorded.
ESE Direct Limited (“ESE”) contributed £7m of sales (2021:
£6.4m) and profit before tax and management charges of
£0.54m (2021: £0.53m). ESE’s sales increased mainly due to
passing on cost prices increases to customers.
Group earnings before interest, tax, depreciation, amortisation
and exceptional items (“EBITDA”) in the year ended 31
December 2022 were £1.1m (2021: £0.9m). The Group had
net cash (after overdraft balances included in trade and other
payables) as at 31 December 2022 of £0.03m (2021: £0.35m).
Group cash balances reduced due to increased working capital
requirements and investment in fixed assets.
Dividend
Despite the agreement reached with the Trustee of the defined
benefit pension scheme enabling the recommencement of
dividends, the Board does not recommend the declaration of
a final dividend for the year ended 31 December 2022 (2021:
£nil). This is due to the Board adopting a prudent view to
maintain cash resources within the Group.
Under the agreement with the pension scheme, dividends are
limited in their quantum to £60,000 plus 50% of net cashflow
over £150,000 per annum.
Pension Scheme
The Company paid £0.35m (2021: £0.36m) in deficit reduction
contributions during 2022. The Company also continues to
contribute £0.16m (2021: £0.16m) towards the scheme’s
running costs. The Group is scheduled to pay £406,000 in
deficit reduction contributions in 2023. Contributions rise each
year by inflation with a review at 1 January 2023 which is in
progress.
At 31 December 2022, the pension scheme deficit decreased
by £2.4m to £5.49m (2021: £7.94m). This improvement in the
pension scheme position (which is £1.7m after the decrease in
the related deferred tax asset) together with the profit generated
in the year, increased the Group’s net assets to £4.3m (2021:
£2.3m). The improved pension position was largely due to
increases in the discount rate.
Recent Trading and Future Developments
Group sales in Q1 of 2023 against the same period in 2022
increased by 5%. This improvement in sales at a higher gross
margin was offset by increased overhead costs. This led to an
unaudited profit before tax in Q1 2023 of £0.12m compared to
£0.16m in the same period in 2022.
On 30th March 2023, Slingsby acquired certain assets of
Stakrak Limited (“Stakrak”). Stakrak trades primarily through
the websites Stakrak, GasCageDirect and SecurityCagesDirect
selling a range of similar and complimentary products but
specialising in mesh cage solutions. The consideration for the
purchase was £0.11m funded from existing cash resources.
The market remains competitive, and the Board is cautious
regarding the outlook. This is particularly the case due to the
significant uncertainty that remains caused by the continuing
conflict in the Ukraine, the risk of a recession in the Group’s
main UK market and that the longer term impacts of the
Coronavirus pandemic and Brexit are not yet fully known. It is
unclear as to the impact that these events will have on demand
going forward.
In addition, inflationary pressures remain leading to cost
increases across the product range and in overheads. This
could impact on the Group’s gross margin and profits in 2023.
Whilst supply chain issues have lessened both in terms of
supply of components and availability of transport, they remain
problematic and impact on customer service levels and in some
instances could lead to lost sales opportunities.
Finally, I would like to thank our staff across the Group for their
efforts in 2022. The Group has faced numerous challenges in
recent years which were overcome due to the positive attitude
and hard work of our employees.
D.S.Slingsby
Interim Executive Chairman,
28 April 2023
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Annual Report & Audited Financial Statements | 2022
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Annual Report & Audited Financial Statements | 2022 Strategic Report
Business overview
The Group’s principal activity comprises the merchanting
and distribution of a highly diversified range of industrial and
commercial equipment primarily consisting of incidental
purchasing supplies. The range spanning some 45,000
products includes the following sectors: handling and lifting,
wheels and castors, ladders and steps, storage and shelving,
office, safety and security, workwear, cleaning and hygiene,
mailroom and packaging, workshop and maintenance, waste
and recycling, premises, lockers and cloakroom, signs and
labels, and flooring and matting.
The sector is highly fragmented consisting of a small number
of directly comparable distance selling organisations and
an increasingly large number of specialist distributors. Our
customer base is similarly diverse and consequently demand is
reflective of the current market conditions and the confidence
level of businesses.
Whilst the Group’s sales grew in 2020 this was largely due to
customers purchasing goods in order to continue or re-start
their operations during the Coronavirus pandemic. The nature
of this demand meant that the Group did not expect this level
of sales to continue which proved to be the case with sales
falling 9.1% in 2021. Sales grew in 2022, mainly due to the
Group passing on to customers cost price increases. There
remains uncertainty in the economy due to the continuing
conflict in the Ukraine and the longer term implications of the
Coronavirus pandemic and Brexit. This could further impact
on demand and lead to credit related issues should companies
become insolvent. The impact of significant inflation in the
Group’s cost of products and certain freight costs could also
lead to a fall in demand as these cost increases have resulted
in increased selling prices. These increases contributed to a fall
in gross margin from 34.9% to 33.5% in 2021 but the Group
managed to increase selling prices during 2021 and 2022 such
that gross margin improved to 34.6% in 2022. The Group has
net assets at 31 December 2022 of £4.3m (2021: £2.3m) and
net cash (after overdraft balances included in trade and other
payables) of £0.03m (2021: £0.35m). The improvement in
net assets is mainly due to a decrease in the defined benefit
pension deficit. The reduction in net cash is due mainly to
increased working capital and investment in fixed assets.
The Group continues to build upon its strengths in distance
selling and to enhance its e-commerce offering. The acquisition
of the ESE brand in 2015 diversified the Group into different
customer segments with an alternative service proposition
and pricing strategy. We believe that deploying e-commerce
initiatives with our customers will produce efficiencies as well
as growth opportunities. During 2022, we continued to invest
in improvements in the e-commerce platform for the Slingsby
business and to strengthen our product sourcing and sales teams.
Our focus is not only on providing value, choice and quality
but moreover to differentiate ourselves by providing excellent
knowledge and service in an ever changing regulatory
environment. The main ways in which we do this are through
our experienced personnel, our broad-based product offering
where we ensure we offer a choice of options and price points
and through our web-based knowledge centre. Next day
delivery is offered on a substantial proportion of our lines to
further augment our service levels.
We continue to generate synergies following the acquisition of ESE
with product sourced from Slingsby increasing during the year.
The Directors believe that the Group’s strong core brand values
of quality, reliability, product range and service excellence
remain as true today as they have done over the past 129
years of trading and this is recognised by the number of repeat
customers. We believe that this stronger focus on value, depth
of product offer and service is what differentiates our business.
Key Performance Indicators and Business Performance
Sales growth
Return on capital employed
Return on sales
Gross profit margin
2022
8.8%
11.2%
2.2%
34.6%
2021
(9.1%)
36.3%
4.1%
33.5%
Notes:
Return on capital employed is calculated as profit before taxation over the total equity at the year end. This has declined due to reduction in profit before tax following the
exceptional gain in 2021 and an increase in total equity.
Return on sales is calculated as profit before taxation over revenue. This has declined due to the reduction in profit before tax following the exceptional gain in 2021. More
information can be found as part of the Chairman’s statement.
A review of the business is included in the Statement by the Chairman on page 4 and forms part of the Strategic Report.
Principal risks
The Directors recognise that there are a number of risks that
may affect the performance of the business as described
below. These risks and uncertainties are subjected to regular
review and where appropriate, processes are established to
minimise the level of exposure.
People
The principal asset of the Group is the commitment and skill
of its people. The retention of these people is therefore key to
the success of the business. The Group has in place incentive
schemes which are related to its results and which allow all
employees to participate in the success of the Group as a whole.
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Annual Report & Audited Financial Statements | 2022 Economic and market cycles and volatility
The Group’s operating performance is influenced by the
economic conditions of the regions in which it operates,
principally the UK. The continued uncertain economic
environment could result in a general reduction in business
activity, credit losses and a consequent loss of income for the
Group. The continuing conflict in the Ukraine, high inflation
and risk of an economic downturn has created considerable
uncertainty. In addition, the longer term impact of the
Coronavirus pandemic and the Government measures imposed
is not fully known nor is the impact of Brexit.
Funding and liquidity risk
The main risk arising from the Group’s financial instruments is
liquidity risk and ensuring that the Group has sufficient bank
facilities available to meet all short term cash requirements
for the foreseeable future. The Group purchases a significant
amount of its products from overseas suppliers in foreign
currencies and uses forward foreign currency contracts. The
Group’s borrowings are on floating rates of interest and so
the cost of these facilities would increase should interest rates
continue to rise. The Board keeps these risks under regular
review and prepares profit and loss account and cashflow
forecasts as appropriate.
Regulatory
The Group has to comply with all relevant regulatory
requirements and the risk is that the Group may not comply with
the relevant requirements. The Group remains compliant with
all relevant regulatory requirements and monitors changes in
laws, regulations and standards relating to employment, safety,
environment and quality, to enable us to adapt our policies and
procedures accordingly. This ensures we continue to meet
customer requirements, minimise business impact and control
costs, whilst observing our legal and social responsibilities.
Approvals
The Group is committed to continuous improvement in both
Quality and Environmental Management, we remain UKAS (UK
Accreditation Service) accredited to the international standards
ISO 9001:2015 and ISO 14001:2015 respectively. The risk
is that the Group may fail to comply with the accredited
standards. In order to mitigate the risk, management review
their compliance with relevant accreditations.
Pensions
The Group has an obligation to fund its defined benefit pension
scheme (the “Scheme”) and this creates an exposure to interest
rates, inflation, investment return and the longevity of the plan
members. The risk is that the Group will not be able to fulfil its
responsibilities to the Scheme. The Group eliminated these risks
for future service by the closure of the Scheme to future accrual
from 31 March 2009; however, the funding of the past service
liabilities remains and has the potential to create significant
movements in the Group’s profits before tax, cash flow and
balance sheet.
The Group re-commenced deficit reduction contributions during
2019 paying £0.125m, £0.3m in 2020, £0.36m in 2021 and
£0.35m in 2022. In addition, the Group contributed £0.16m
towards the running costs of the Scheme which are reflected in
overheads. The Group is scheduled to pay £406,000 in deficit
reduction contributions in 2023. Contributions rise each year by
inflation with a review at 1 January 2023 which is in progress.
The Group will also continue to contribute £0.16m each year
towards the Scheme’s running costs. The Scheme will also
receive 50% of any net cashflow generated by the Group over
£150,000 and in 2021 an additional £44,500 was paid under
this mechanism. No additional payment was made during 2022.
As a condition of the above arrangement, the Group is restricted
as to the quantum of distributions to shareholders to an amount
not greater than £60,000 plus 50% of its net cashflow over
£150,000. The Group is obliged to consult with the Scheme’s
Trustee regarding certain other matters but is not obliged to
change its approach as a result.
Health and Safety and Environmental
Sustainability
The Group is subject to relevant regulations on the above
and there is a risk the Group may not comply with the
relevant requirements. We meet our statutory and regulatory
environmental obligations, through membership of our local
Eco-Network and appropriate compliance schemes. The Group
initiatives in optimising our carbon footprint not only benefit the
environment but also reduce our costs.
In addition to statutory and regulatory compliance, the Group
takes pride in its environmental initiatives which have been
recognised through continued compliance with ISO14001
Environmental Management Standard.
Statement by the Directors in
Performance of their Statutory Duties in
Accordance with S172(1) Companies Act
2006
The board of directors of HC Slingsby PLC consider both
individually and together, that they have acted in the way they
consider in good faith, would be most likely to promote the
success of the Company for the benefit of its members as a
whole (having regard to the stakeholders and matters set out in
S172 (1)(a) to (f) of Companies Act 2006). These matters are the
likely consequences of any decision in the long term, the interests
of the Company’s workforce, the desirability of the company
maintaining a reputation for high standards of business conduct,
the need to foster the Company’s business relationships with
suppliers, customers and others, the impact of the Company’s
operations on the community and the environment and the need
to act fairly, as between members of the Company.
The Board considers its stakeholders to be its shareholders,
employees, customers, suppliers/creditors and the environment.
The way that the Company considers and discharges its
obligations in respect of S172 Companies Act 2006 in respect of
its stakeholders can be found below, in the Corporate
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Annual Report & Audited Financial Statements | 2022 Strategic Report (continued)
Governance section of this annual report (pages 11-13 ) and
above.
The Group culture is focussed upon achieving success in the
long term, working in a manner that benefits all our stakeholders.
The directors ensure that the group’s business strategy,
governance framework, management information flows and
stakeholder engagement processes, reflect the long term impact
of decisions they make.
Employees
The Board believes that the Group’s success is reliant on the
commitment of our employees and the directors’ consider the
implications of decisions made on them. We pride ourselves
on our friendly and safe working environment. Employee
feedback is sought through formal review processes and via
the head of each department. Training is provided where
necessary.
The directors discharge their duties by
•
•
•
ensuring that they have the relevant experience and
competence to perform such duties and obligations
under applicable law and regulation and if appropriate
undertaking training
having processes to ensure the provision of timely
management information to the Board from key areas of
the business
agenda planning for Board and committee meetings to
provide sufficient time for the consideration and discussion
of key matters.
The Board promotes high standards of business conduct
recognising the desirability of maintaining the Group’s reputation.
This is communicated to the Group’s employees. The Board and
all employees expect to be judged by and be held accountable for
their actions. The Group has an internal control framework that
identifies risk factors which are regularly monitored and reviewed.
The Board considers which course of action best enables
delivery of our strategy for the long term, taking into consideration
the impact on stakeholders. In doing so, the directors act fairly
as between the Group’s members.
Stakeholder Engagement
Shareholders
The major interests in the Company’s shares are set out in
the directors’ report. Key metrics for our shareholders are the
share price, earnings per share and the level of dividends paid.
Through the publication of our half and full year financial reports
and announcements we inform shareholders regarding the
status of their Company.
Further shareholder engagement includes the AGM and
discussions with investors when questions are asked.
Customers and suppliers
The Board recognises that the Group depends on its
customers and its supply chain. Customer feedback is sought
through the use of a third party operated review service as well
as encouraged through other communication channels.
We regularly engage with suppliers through visits to their
facilities, holding presentations and training meetings between
suppliers and Group employees on our sites and via a formal
appraisal system.
Community and environment
The Group recognises its obligation to minimise its impact on
the environment and the need to consider its impact on the
communities in the areas in which it operates. This is achieved
by complying with the IS014001 environmental quality standard
and support of certain environmentally and community
focussed organisations such as sponsorship of the Yorkshire
and Norfolk Wildlife Trusts.
More information on how the Company considers and
discharges its obligations in respect of S172 Companies
Act 2006 in respect of its stakeholders can be found in
the Corporate Governance section of this annual report
(pages 11 – 13) and in respect of the environment at the
relevant section above.
By order of the Board
M. L. Morris
Company Secretary
28 April 2023
8
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Annual Report & Audited Financial Statements | 2022 Report of the Directors
Going Concern
The directors have prepared trading and cash flow forecasts for
the Group for the period to 31 December 2024, which include
the pension scheme contributions as agreed. These forecasts
indicate that the Group will be able to operate within its banking
facilities and meet its liabilities as they fall due. The Board’s
conclusion in this regard is strengthened by the Group’s net
cash position at 31 December 2022.
The overdraft element of the Group’s banking facilities is in the
process of being renewed at the reduced level of £0.1m. The
directors consider this to be adequate given the Group’s cash
and other financing options particularly the Group’s £2m invoice
discounting facility.
The financial statements have therefore been prepared on a
going concern basis which assumes the Group will continue in
operation for the foreseeable future.
However, the continuing conflict in the Ukraine has created
considerable economic uncertainty and the Group has
experienced significant cost price inflation across its various
product ranges. In addition, the longer term impact on the
economy of the coronavirus pandemic and of Brexit could
have a short to medium term impact on the Group’s financial
performance which is not easy to forecast. The impact could
be from a significant fall in demand, from customer credit losses
(bad debts) or from late customer payments. These would
restrict the Group’s ability to generate operating cashflow. The
directors have plans in place to mitigate these impacts should
the need arise.
The Directors are pleased to present their annual report and
audited consolidated financial statements for the year ended
31 December 2022. Future developments are considered
in the Statement by the Chairman on page 4 and below. On
30th March 2023, Slingsby acquired certain assets of Stakrak
Limited (“Stakrak”). Stakrak trades primarily through the
websites Stakrak, GasCageDirect and SecurityCagesDirect
selling a range of similar and complimentary products but
specialising in mesh cage solutions. The consideration for the
purchase was £0.11m funded from existing cash resources.
There are no immediate plans for further acquisitions, but the
Group would consider any options for growth by this method.
H C Slingsby plc is a public limited company (limited by
shares) with its ordinary shares traded on the AIM market of
the London Stock Exchange. It is incorporated and domiciled
in the United Kingdom with its registered office at Otley Road
Baildon, West Yorkshire BD17 7LW. The company is registered
in England and Wales with a registered number of 452716.
Directors
The directors of the Company who were in office during the
year and up to the date of signing the financial statements are
as follows:
D. S Slingsby
M. L. Morris
Dividends
The Directors do not propose a dividend in respect of the 2022
financial year (2021:nil).
Directors’ Interests
The beneficial interests of the directors and their immediate
families in the shares of the Company are:
Number of ordinary shares of 25p each
31 December
31 December
2022
51,167
93,561
2021
51,167
61,000
D. S. Slingsby
M.L. Morris
On 8 December 2022, M. L Morris purchased 30,061 shares
from the company’s defined benefit pension scheme for
consideration of £78,159 (with the potential for additional
consideration to be paid under certain circumstances). There
have been no changes in the directors’ shareholdings between
31 December 2022 and the date of this report.
None of the directors had any beneficial interest in any contract
of significance to which the company was a party, other than
their employment contracts, subsisting during the year.
The holding of D.S.Slingsby excludes a non-beneficial interest
of 64,000 (2021: 64,000) ordinary shares.
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Annual Report & Audited Financial Statements | 2022
Report of the Directors (continued)
Substantial Interests
So far as the directors are aware these were the following
substantial interests, other than those included in directors’
interests, in the shares of the Company at 27 April 2023:
Number of
ordinary Shares
of 25p each
Percentage
Holding
Audit Information
So far as each of the Directors is aware, there is no relevant
information that has not been disclosed to the Company’s
auditors and each of the directors believes that all steps have
been taken that ought to have been taken to make them aware
of any relevant audit information and to establish that the
Company’s auditors have been made aware of that information.
190,295
67,835
64,000
18.1%
6.5%
6.1%
Independent Auditors
A resolution to reappoint RSM UK Audit LLP as the Company’s
auditors and authorising the directors to fix their remuneration
will be proposed at the Annual General Meeting.
M. Chadwick*
K. J. Williams
J. S. Slingsby
Grandchildrens’ Trust
J. Crowther Jones &
Mr. T. E. Jones
J. H. Ridley
C. J. Slingsby
S. E. Slingsby and
Mr Hugh Padfield
M. Miller†
H. Slingsby
A.R. Morris
P.S. Allen
S. Whittaker
54,866
5.2%
54,302
53,886
51,167
48,381
47,138
41,400
36,940
32,500
5.2%
5.1%
4.9%
4.6%
4.5%
3.9%
3.5%
3.1%
* Registered in the name of Davycrest and Goodbody Nominees
† Registered in the name of Platform Securities Nominees Limited
Financial Instruments
The Group’s financial instruments comprise cash, banking
facilities, forward foreign exchange contracts and various
items such as trade receivables and trade payables that arise
directly from its operations. The main purpose of these financial
instruments is to finance the Group’s operations.
Financial risk management disclosures are included in note 22
to the accounts.
Indemnification of Directors
The Company confirms that qualifying third party indemnity
insurance cover has been affected in respect of directors’
and officers’ liability to protect “insured persons” in respect
of liabilities devolving on them for wrongful acts arising in the
normal conduct of the business. This was in place throughout
the last financial year and remains in force.
Corporate Governance
The Company’s statement on corporate governance is included
in the Corporate Governance report on page 11 - 13 of the
annual report.
Stakeholder Engagement
The Group’s statement on stakeholder engagement is included
in the Strategic Report.
Future Developments
On 30th March 2023, Slingsby acquired certain assets of
Stakrak Limited (“Stakrak”). Stakrak trades primarily through
the websites Stakrak, GasCageDirect and SecurityCagesDirect
selling a range of similar and complimentary products but
specialising in mesh cage solutions. The consideration for the
purchase was £0.11m funded from existing cash resources.
There are no immediate plans for further acquisitions, but the
Group would consider any options for growth by this method.
There are no plans or proposals to change the nature of the
business in the immediate future.
The Group has experienced significant cost inflation during
2021 and 2022 and regularly reviews its selling prices to
mitigate this cost pressure.
By order of the Board
M. L. Morris
Company Secretary
28 April 2023
10
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Annual Report & Audited Financial Statements | 2022 Corporate Governance
HC Slingsby PLC is committed to high standards of corporate
governance and has adopted the Corporate Governance Code
(“the Code”) published by the Quoted Companies Alliance
in April 2018, a full version of which is available at http://
www.theqca.com. The Board explains below the extent of
compliance with the Code.
members of the Board were able to devote sufficient time and
resource to perform their roles for the Group.
As noted in the Chairman’s statement, the Directors continue
their search for a suitable non-executive Director to bring more
balance to the composition of the Board.
Both Directors attended all 6 board meetings during the year.
The Board and Committee Meetings
The Board meets on a formal basis regularly and during 2022
there were six formal board meetings. There is a Schedule
of Matters specifically reserved for the Board’s decision.
There is also an established procedure for all Directors to
take independent professional advice, if necessary, at the
Company’s expense. Additionally, all Directors have access
to the advice and services of the Company Secretary and the
Company maintains Directors’ and officers’ liability insurance..
As a Director and Company Secretary, M. L. Morris seeks
appropriate external advice should the need arise.
The Board comprises the following:
Dominic S. Slingsby –
Interim Executive Chairman and Operations Director*
Dominic joined the Group in 1982 and after an initial spell as a
Sales Representative became Marketing Manager in 1985. He
was appointed to the Board in 1990 and became Managing
Director in 1997 before taking the dual role of Interim Executive
Chairman & Operations Director in 2016. He is a member of
both the Audit and Remuneration Committees.
Dominic Slingsby’s service agreement specifies a rolling 12
month notice period.
Morgan L. Morris –
Group Chief Executive, Finance Director and Company
Secretary
Morgan joined the Board as Interim Finance Director in
February 2015 becoming Group Chief Executive in May 2018.
Previously Morgan was Finance and Commercial Director for
a speciality chemicals manufacturer and prior to that held the
position of Corporate Recovery Director for Ernst & Young, as
well as a range of Pan-European roles for Arthur Andersen.
Morgan holds a Business Finance & Economics degree, is
FCA qualified and is a licensed insolvency practitioner. He is a
member of the Audit and Remuneration Committees.
Morgan Morris’ service agreement specifies a rolling six month
notice period.
*Acting Chairman of both Audit and Remuneration Committees
The Board are mindful of the need to keep skills and experience
up to date which is done through a combination of courses,
continuing professional development through professional
bodies, reading and on the job experience.
All directors are expected to devote such time as is necessary
for the proper performance of their duties. Directors are
expected to prioritise and attend Board meetings and
Committee meetings of which they are members and any
additional meetings wherever possible. After taking into
consideration the availability and time commitment demanded
of individual members, the Chairman was satisfied that the
Audit Committee
The audit committee meets as required but at least twice a
year. In addition to reviewing the Annual and Interim Reports
prior to their release, it keeps the scope, cost effectiveness,
independence and objectivity of the external auditors under
review. This includes monitoring the level of non-audit fees.
The external auditors attend its meetings as required.
There were two audit committee meetings during 2022
attended by both Directors.
Remuneration Committee
The committee is responsible for determination of the
remuneration and remuneration policy for the group’s executive
directors and senior executives setting the scale and structure
of such remuneration. Directors’ service agreements and
notice periods are reviewed with due regards to the interests of
shareholders.
There was one meeting of the remuneration committee during
2022 attended by both Directors.
Relations with Shareholders
The Company is ready, where practicable, to enter into a
dialogue with institutional and other shareholders based on the
mutual understanding of objectives. The Board also uses the
Annual General Meeting (“AGM”) to communicate with private
investors. The Directors are available to answer questions
raised by shareholders at the AGM. The level of proxies lodged
on each AGM resolution and the numbers for, against and
withheld for each resolution are declared by the Chairman after
the resolution has been dealt with on a show of hands.
Internal Controls
The Board acknowledges that it is responsible for the Group’s
system of Internal Control and for reviewing its effectiveness.
Reflecting the size of the Group, a key control procedure
is the close day-to-day supervision of the business by the
Executive Directors, supported by the senior management with
responsibility for key operations.
The Executive Directors are involved in the budget setting
process, constantly monitoring key performance indicators
such as those highlighted in the business review and reviewing
the management accounts on a monthly basis, noting and
investigating major variances. In line with the Schedule of
Matters reserves for the Board, certain matters require approval
by the Board as a whole. This includes all significant capital
expenditure decisions, corporate and capital structure and
communications to shareholders.
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Annual Report & Audited Financial Statements | 2022 Corporate Governance (continued)
The Board adopted the Quoted Companies Alliance Corporate Governance Code in 2018. The Board’s views on the extent of compliance
with the ten principles that comprise the Code, together with an explanation of any areas of non-compliance are set out below:
Extent of current
compliance
Compliant
Compliant
Principle
Establish a strategy
and business model
which promote
long term value for
shareholders
Seek to understand
and meet
shareholder needs
and expectations
Compliant
Take into account
wider stakeholder
and social
responsibilities and
their implications for
long term success
Compliant
Embed effective
risk management,
considering both
opportunities and
threats, throughout
the organisation
Partially compliant
Maintain the board
as a well-functioning,
balanced team led
by the chair
Further
disclosure(s)
Strategic Report
section of the Annual
Report
www.slingsby.com;
Investor Relations,
AGM notices,
Relations with
Shareholders section
above.
www.slingsby.
com; Investor
Relations, Corporate
Governance
Principal Risks
section of the
Strategic Report
within the Annual
Report
Board and
Committee
meetings section
of the Corporate
Governance report
within the Annual
Report
Commentary
The relevant information concerning the Group’s business
model and strategy can be found in the Strategic Report
within the Annual Report.
Key risks and mitigating actions are detailed in the Principal
Risks section of the Strategic Report within the Annual Report.
The Company’s contact details are displayed on its website
allowing shareholders to contact the Company if they so
wish. The Company holds an annual general meeting to
which all members are invited and during which, time is set
aside to allow questions from attending members to any
board member. As the Company is small, it does not have a
dedicated investor relations department and so the CEO is
responsible for reviewing all communications received from
members and determining the most appropriate response.
Directors and employees adopt a broad view during decision
making to take meaningful account of the impact of the
business on all key stakeholder groups. The Board recognises
that the Group’s long term success is reliant on the efforts
of its employees, customers and suppliers and through
maintaining relationships with its regulators. Feedback from
employees, customer groups, suppliers and others is actively
encouraged. Customer feedback is obtained from a third
party operated review system. Employees have reviews with
their line manager and are encouraged to provide feedback.
Employees are also encouraged to express any concerns to
the Board or the Human Resources Manager. All feedback is
reviewed by the Board and acted upon accordingly.
The Group operates a system of internal controls designed
(to the extent considered appropriate) to safeguard Group
assets and protect the business from identified risks,
including risk to reputation.
As well as tight oversight exercised by the executive
directors, and appropriate trained and qualified staff, the
Board engages appropriate auditors and consultants to
assist in identifying and managing risk.
The Board currently comprises only two Executive Directors
who receive high quality information in a timely manner to
facilitate proper assessment of the matters requiring a decision
or insight. The Board have been seeking the appointment of
one or more Non-Executive Directors for some time but in the
light of the Company’s very significant pension deficit and the
highly publicised issues facing directors of public companies
with a deficit on its pension fund, it has not been possible to
identify persons prepared to accept such a role.
It is the Board’s intention to appoint at least one independent
Non-Executive Director at the earliest opportunity.
The Board does not consider Dominic Slingsby to be
independent in view of his family’s large combined interest in
the Company. Although Morgan Morris is an executive director
and therefore cannot be considered by the Board to be totally
independent, Morgan Morris is independent of Dominic
Slingsby and the rest of the Slingsby family.
12
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Annual Report & Audited Financial Statements | 2022 Extent of current
compliance
Compliant
Principle
Ensure that between
them the directors
have the necessary
up-to date
experience, skills
and capabilities
Partially compliant
Compliant
Non-compliant
Evaluate board
performance
based on clear and
relevant objectives,
seeking continuous
improvement
Promote a corporate
culture that is based
on ethical values and
behaviours
Maintain governance
structures and
processes that
are fit for purpose
and support good
decision-making by
the board
Compliant
Communicate
how the company
is governed and
is performing
by maintaining
a dialogue with
shareholders and
other relevant
stakeholders
Commentary
The Board is satisfied that the current composition provides
the required degree of skills, experience, diversity and
capabilities appropriate to the needs of the business. Steps
are taken to challenge the status quo, and encourage
proper consideration of any dissenting opinion. Board
composition and succession planning are subject to review
taking account of the potential future needs of the business.
The Board has not taken any specific external advice on
a matter, other than in the normal course of business as
an AIM quoted company and other than in respect of the
Company’s defined benefit pension scheme. The Directors
rely on the Company’s advisory team to keep their skills up
to date and through attending market updates and other
seminars provided by the advisory team, the London Stock
Exchange and other intermediaries.
Board evaluation has not been carried out as part of a formal
process, although the Chairman has actively encouraged
self-evaluation by all Board members, and feedback on the
conduct and content of board meetings. A more structured
performance review system will exist in the future upon the
appointment of an independent non-executive Chairman.
Further
disclosure(s)
Board and
Committee
meetings section
of the Corporate
Governance report
within the Annual
Report
None.
The Board promotes high ethical and moral standards.
The Board and all employees expect to be judged by, and
accountable for their actions. The employment handbook
contains relevant information.
www.slingsby.
com; Investors
Relations, Corporate
Governance
Board and
Committee
meetings section
of the Corporate
Governance report
within the Annual
Report
www.slingsby.com;
Investor Relations
The Board currently comprises two Executive Directors.
The Board is currently non-compliant with the QCA Code
as it does not comprise any independent Non-Executive
Directors. The Company is seeking appropriate candidates
to join the Board, most notably an Independent Chairman
and Independent Non-Executive Director. Whilst a
number of highly suitable candidates have been identified,
appointments have not been made due to the ongoing
uncertainty regarding the pension fund commitments and
its potential impact on personal liability.
The roles of Chairman and Chief Executive are separated.
The Chief Executive is responsible for the operating
performance of the Company and its subsidiaries.
The Board attaches great importance to providing
shareholders with clear and transparent information on the
Group’s activities and strategy. Details of all shareholder
communications are provided on the Company’s website,
including historical annual reports and governance related
material together with notices of all general meetings for
the last five years.
From 2019 the Company discloses outcomes of all general
meeting votes.
The Company lists contact details on its website and on
all announcements released via RNS, should shareholders
wish to communicate with the Board.
On behalf of the Board
D. S. Slingsby
Interim Executive Chairman
19th December 2023
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Annual Report & Audited Financial Statements | 2022 Statement of Directors’ Responsibilities
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the group’s
and the company’s transactions and disclose with reasonable
accuracy at any time the financial position of the group and
the company and enable them to ensure that the financial
statements comply with the requirements of the Companies Act
2006. They are also responsible for safeguarding the assets of
the group and the company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
The directors are responsible for the maintenance and integrity
of the corporate and financial information included on the H C
Slingsby Plc website.
Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
By order of the Board
M. L. Morris
Company Secretary
28 April 2023
The Directors are responsible for preparing the Strategic
Report, the Directors’ Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare group and
company financial statements for each financial year. The
directors have elected under company law and are required
by the AIM Rules of the London Stock Exchange to prepare
group financial statements in accordance with UK adopted
international accounting standards and have elected under
company law to prepare the company financial statements
in accordance with UK adopted international accounting
standards and applicable law.
The group and company financial statements are required
by law and UK adopted international accounting standards
to present fairly the financial position of the group and the
company and the financial performance of the group. The
Companies Act 2006 provides in relation to such financial
statements that references in the relevant part of that Act to
financial statements giving a true and fair view are references to
their achieving a fair presentation.
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 of the group and the
company and of the profit or loss of the group for that period.
In preparing each of the group and company financial
statements, the directors are required to:
a.
select suitable accounting policies and then apply them
consistently;
b. make judgements and accounting estimates that are
reasonable and prudent;
c.
d.
state whether they have been prepared in accordance with
UK adopted international accounting standards;
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the group
and the company will continue in business.
14
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Annual Report & Audited Financial Statements | 2022 Independent Auditors’ Report to the
Members of H C Slingsby plc
Summary of our audit approach
Key audit
matters
Group and parent company
• Inventory Valuation/Obsolescence
Materiality
Provision
• Retirement Benefit Liability
Group
• Overall materiality: £80,000
(2021: £75,000)
• Performance materiality: £60,000
(2021: £56,200)
Parent Company
• Overall materiality: £60,000
(2021: £40,000)
• Performance materiality: £45,000
(2021: £30,000)
Scope
Our audit procedures covered 100% of
revenue, total assets and of profit before tax.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the group
and parent company financial statements of the current period
and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified,
including those which had the greatest effect on the overall
audit strategy, the allocation of resources in the audit and
directing the efforts of the engagement team. These matters
were addressed in the context of our audit of the group and
parent company financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Opinion
We have audited the financial statements of H C Slingsby
plc (the ‘parent company’) and its subsidiaries (the ‘group’)
for the year ended 31 December 2022 which comprise the
Consolidated Income Statement, the Statement of Consolidated
Comprehensive Income, the Statement of Consolidated and
Company Changes in Shareholders’ Equity, the Consolidated
Balance Sheet, the Company Balance Sheet, the Consolidated
and Company Cash Flow Statements, the Notes to the Cash
Flow Statements and the Notes to the Accounts, including
significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law
and UK-adopted International Accounting Standards and, as
regards the parent company financial statements, as applied in
accordance with the provisions of the Companies Act 2006.
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state
of the group’s and of the parent company’s affairs as at 31
December 2022 and of the group’s profit for the year then
ended;
the group financial statements have been properly prepared
in accordance with UK-adopted International Accounting
Standards;
the parent company financial statements have been
properly prepared in accordance with UK-adopted
International Accounting Standards and as applied in
accordance with the Companies Act 2006; and
the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described
in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the
group and parent company in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as
applied to listed entities and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
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Annual Report & Audited Financial Statements | 2022 Independent Auditors’ Report to the Members of H C Slingsby plc
(continued)
Inventory Valuation / Obsolescence Provision
Key audit matter
description
The Group and parent company has inventory with a carrying value of £2,683k which is stated after a
provision of £773k as set out in Note 17.
Given the type of industry which the group operates within, inventory items can be seasonal or change
with current trends. We consider a significant risk exists in respect of the inventory valuation based on the
ability to sell inventory as a result of the aforementioned factors.
Management have historically adopted a formula based approach to the level of provisioning applied
based on the ageing of inventory and its most recent movements.
As set out in the Accounting Policies, the inventory provisioning process involves significant elements of
judgement and estimate, including in respect of:
• the %’s used
• the age after which inventory is considered not recoverable, and expectations of likely future sales.
How the matter was
addressed in the
audit
Our audit work on the inventory provision included:
• Reviewing sales made both during the year and following the year end to assess whether inventory was being
held at the lower of cost and net realisable value and hence consider the adequacy of the provision.
• Discussing the basis of the provision with management to understand rationale, key supporting information,
and any changes in method relative to prior periods.
• Assessing the prior year provision and considered current year information to determine if the provision policy
was accurate.
• Testing and checking the mathematical and formulaic accuracy of the model/workings.
• Undertaking sensitivity analysis on the key inputs to the model/workings after obtaining detailed inventory
reporting information from management.
• Using data analytics to assess the sales volume of inventory items within the past three years and post year
end to assess whether managements provision supports the actual sale of inventory items within the group.
• Specifically reviewing and challenging management about additional provisions made against inventory,
which are included in the overall provision value in addition to managements provision based on the ageing of
inventory to assess the reasonableness of the total provision.
Retirement Benefit Liability
Key audit matter
description
How the matter was
addressed in the
audit
The group and company had a defined benefit obligation of £5,492k at 31 December 2022 which is the
largest item on the balance sheet. As disclosed in the accounting policies, the defined benefit pension
scheme liability is the present value of the defined benefit obligation less the fair value of the scheme
assets. As disclosed in note 1 and note 24, the valuation of this obligation is based on a number of
assumptions including the expectation of future changes in inflation, as well as mortality and discount
rates. The amount recognised is based on a valuation undertaken by an actuary, who also provides the
information relevant to the disclosures for inclusion in the financial statements, including an estimate of
Guaranteed Minimum Pension (GMP) equalisation costs.
Our audit work on the defined benefit obligation included:
• Obtaining and reviewing a copy of the IAS 19 actuarial valuation prepared by the actuary and undertaking
procedures to determine our ability to rely on their work. As part of this work, we utilised an auditor’s expert in
the form of an independent actuary to assist us in assessing the assumptions and judgements used by the
Scheme’s actuary.
• Challenging management on the assumptions used by the actuary in preparing the IAS19 valuation and
considering whether they were consistent with the instructions given by management. Our challenge included,
where possible, comparing the key estimates and judgements to those used in actuarial valuations for other
similar businesses.
• Obtaining evidence in respect of all key elements of the actuarial valuation, including the value of plan assets,
the defined benefit obligation, net interest expenses, benefit payments and employer contributions.
• Considering the impact of any minimum funding requirement and associated impact on the liability.
• Reviewing the disclosures in the financial statements to assess whether they are consistent with the actuary’s
report and the requirements of IAS 19 (the relevant financial reporting framework).
16
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Annual Report & Audited Financial Statements | 2022 Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent of
our audit procedures. When evaluating whether the effects of misstatements, both individually and on the financial statements as a
whole, could reasonably influence the economic decisions of the users we take into account the qualitative nature and the size of
the misstatements. Based on our professional judgement, we determined materiality as follows
Overall materiality
£80,000 (2021: £75,000)
Group
Parent company
£60,000 (2021: £40,000)
Basis for determining
overall materiality
7.3% of profit before interest, taxation,
depreciation, amortisation and exceptional items
% of profit before interest, taxation, depreciation,
amortisation and exceptional items
Rationale for
benchmark applied
The adjusted measure has been selected on the
basis that it is of the most relevance to the users
of the financial statements, approximating to the
cash generation from trading activities
As per Group
Performance materiality
£60,000 (2021: £56,200)
Basis for determining
performance materiality
75% of overall materiality
£45,000 (2021: £30,000)
75% of overall materiality
Reporting of
misstatements to the
Audit Committee
Misstatements in excess of £2,000 and
misstatements below that threshold that, in our
view, warranted reporting on qualitative grounds.
Misstatements in excess of £1,500 and
misstatements below that threshold that, in our
view, warranted reporting on qualitative grounds.
An overview of the scope of our audit
The group consists of 2 components, both of which are based in the UK.
Number of components Revenue
Total assets
Profit before tax
Full scope audit
Specific audit
procedures
Total
2
-
2
100%
-
100%
100%
-
100%
100%
-
100%
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group’s
and parent company’s ability to continue to adopt the going
concern basis of accounting included reviewing and evaluating
management’s latest forecasts and plans, considering the
appropriateness and sensitivity of the key assumptions, and
reviewing the key terms of borrowing facilities. These forecasts
are prepared in respect of the period to 31 December 2024. At
31 December 2022, the Group had cash and cash equivalent
balances of £2,243k and net cash and cash equivalent
balances of £26k. Factoring in downside scenarios which take
account of lower than forecast sales, management’s forecasts
indicate a net cash position at the end of the forecast period.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
group’s or the parent company’s ability to continue as a going
concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections
of this report.
Other information
The other information comprises the information included in
the annual report, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the
other information contained within the annual report. Our opinion
on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report,
we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by
the Companies Act 2006
In our opinion, based on the work undertaken in the course of
the audit:
•
•
the information given in the Strategic Report and the
Directors’ Report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
the Strategic Report and the Directors’ Report have been
prepared in accordance with applicable legal requirements.
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Annual Report & Audited Financial Statements | 2022 Independent Auditors’ Report to the Members of H C Slingsby plc
(continued)
Matters on which we are required to
report by exception
In the light of the knowledge and understanding of the group
and the parent company and their environment obtained
in the course of the audit, we have not identified material
misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
The extent to which the audit was
considered capable of detecting
irregularities, including fraud
Irregularities are instances of non-compliance with laws and
regulations. The objectives of our audit are to obtain sufficient
appropriate audit evidence regarding compliance with laws and
regulations that have a direct effect on the determination of
material amounts and disclosures in the financial statements,
to perform audit procedures to help identify instances of non-
compliance with other laws and regulations that may have a
material effect on the financial statements, and to respond
appropriately to identified or suspected non-compliance with
laws and regulations identified during the audit.
the parent company financial statements are not in
agreement with the accounting records and returns; or
Independent auditors’ report to the members of H C Slingsby
plc (continued)
•
•
•
certain disclosures of directors’ remuneration specified by
law are not made; or
• we have not received all the information and explanations
we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement set out on page 14, the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group’s and the parent
company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either
intend to liquidate the group or the parent company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of
the financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee
that an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.
In relation to fraud, the objectives of our audit are to identify
and assess the risk of material misstatement of the financial
statements due to fraud, to obtain sufficient appropriate audit
evidence regarding the assessed risks of material misstatement
due to fraud through designing and implementing appropriate
responses and to respond appropriately to fraud or suspected
fraud identified during the audit.
However, it is the primary responsibility of management, with
the oversight of those charged with governance, to ensure that
the entity’s operations are conducted in accordance with the
provisions of laws and regulations and for the prevention and
detection of fraud.
In identifying and assessing risks of material misstatement
in respect of irregularities, including fraud, the group audit
engagement team:
•
•
•
obtained an understanding of the nature of the industry
and sector, including the legal and regulatory framework
that the group and parent company operate in and how
the group and parent company are complying with the
legal and regulatory framework;
inquired of management, and those charged with
governance, about their own identification and assessment
of the risks of irregularities, including any known actual,
suspected or alleged instances of fraud;
discussed matters about non-compliance with laws
and regulations and how fraud might occur including
assessment of how and where the financial statements
may be susceptible to fraud.
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Annual Report & Audited Financial Statements | 2022 The most significant laws and regulations were determined as follows:
Legislation / Regulation
Additional audit procedures performed by the Group audit engagement team included:
IFRS/UK-adopted IAS and
Companies Act 2006
• Review of the financial statement disclosures and testing to supporting documentation;
• Completion of disclosure checklists to identify areas of non-compliance
Tax compliance
regulations
Inspection of advice received from external tax advisors
Inspection of correspondence with local tax authorities
•
•
• Consideration of whether any matter identified during the audit required reporting to an
appropriate authority outside the entity
We have identified no indirect laws and regulations which we believe would have a material impact on the financial statements.
The areas that we identified as being susceptible to material misstatement due to fraud were:
Risk
Audit procedures performed by the audit engagement team:
Revenue recognition –
Cut Off
• Documenting and reconfirming our understanding of the processes, systems and controls in
place relating to the revenue transaction cycle;
• Considering the appropriateness of the revenue recognition accounting policy in the context
of our understanding of the business and revaluated whether the revenue recognition policy
is consistently applied to revenue transactions around the financial year end; and
• Performing substantive revenue cut off testing on transactions around the year end to test
whether sales have been recorded in the correct period based on the
Management override of
controls
Testing the appropriateness of journal entries and other adjustments;
•
• Assessing whether the judgements made in making accounting estimates are indicative of a
•
potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside
the normal course of business.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
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.
Andrew Allchin FCA
(Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor,
Chartered Accountants, Central Square, Fifth Floor,
29 Wellington Street, Leeds LS1 4DL
28 April 2023
tc801_SLI_ReportAccounts_2022_v07.indd 19
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Annual Report & Audited Financial Statements | 2022
Consolidated Income Statement
For the year ended 31 December 2022
Revenue
Cost of sales
Gross profit
Distribution costs
Administrative expenses
Operating profit before exceptional items
Exceptional items
Operating profit
Finance income
Finance costs
Profit before taxation and exceptional items
Exceptional items
Profit before taxation
Taxation
Profit for the year attributable to owners of the parent
Note
2
3
6
7
8
3
9
2022
£’000
21,564
(14,108)
7,456
(4,443)
(2,386)
627
-
627
-
(142)
485
-
485
(105)
380
2021
£’000
19,824
(13,179)
6,645
(3,915)
(2,320)
410
530
940
-
(118)
292
530
822
(255)
567
Basic and diluted weighted average earnings per share
10
36.2p
54.0p
All profits of the group arise from continuing operations.
20
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Annual Report & Audited Financial Statements | 2022
Statement of Consolidated
Comprehensive Income and Expense
For the year ended 31 December 2022
Profit for the year
Items that will not be reclassified to profit or loss:
Remeasurements of post-employment benefit obligations
Movement in deferred tax relating to retirement benefit obligation
Other comprehensive expense
Total comprehensive income for the year attributable to equity shareholders
All total comprehensive income of the group arise from continuing operations.
Note
24
16
2022
£’000
380
2,235
(559)
1,676
2,056
2021
£’000
567
(3)
491
488
1,055
tc801_SLI_ReportAccounts_2022_v07.indd 21
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Annual Report & Audited Financial Statements | 2022
Statement of Consolidated and
Company Changes in Shareholders’
Equity
For the year ended 31 December 2022
Group
1 January 2021
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
1 January 2022
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
31 December 2022
Company
1 January 2021
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
1 January 2022
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
31 December 2022
Share capital
Share
premium
Retained
earnings
Total equity
£’000
262
-
-
-
262
-
-
-
262
£’000
£’000
24
-
-
-
24
-
-
-
24
922
567
488
1,055
1,977
380
1,676
2,056
4,033
£’000
1,208
567
488
1,055
2,263
380
1,676
2,056
4,319
Share capital
Share
premium
Retained
earnings
Total equity
£’000
£’000
262
-
-
-
262
-
-
-
262
24
-
-
-
24
-
-
-
24
£’000
(314)
370
488
858
544
157
1,676
1,833
2,377
£’000
(28)
370
488
858
830
157
1,676
1,833
2,663
22
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Annual Report & Audited Financial Statements | 2022 Consolidated Balance Sheet
As at 31 December 2022
Assets
Non-current assets
Property, plant and equipment
Other intangible assets
Goodwill
Deferred tax asset
Current assets
Inventories
Trade and other receivables
Derivative financial asset
Cash and cash equivalents
Liabilities
Current liabilities
Trade and other payables
Derivative financial liability
Lease obligations
Net current assets
Non-current liabilities
Lease obligations
Retirement benefit obligation
Deferred tax liabilities
Net assets
Capital and reserves
Share capital
Share Premium
Retained earnings
Total equity
Note
2022
£’000
2021
£’000
13
14
14
16
17
18
20
19
20
21
21
24
16
25
25
5,418
249
700
1,373
7,740
5,377
386
700
1,985
8,448
2,683
2,330
2,962
2,764
-
2,243
7,888
7
1,999
7,100
(5,007)
(4,593)
-
(20)
-
(32)
(5,027)
(4,625)
2,861
2,475
(113)
(5,492)
(677)
4,319
262
24
4,033
4,319
-
(7,938)
(722)
2,263
262
24
1,977
2,263
The financial statements on pages 20 to 50 were approved by the Board of Directors on 28 April 2023 and were signed on its behalf by:
D. S. Slingsby
Director
H C Slingsby plc
Registered Number: 00452716
M. L. Morris
Director
tc801_SLI_ReportAccounts_2022_v07.indd 23
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Annual Report & Audited Financial Statements | 2022
Company Balance Sheet
As at 31 December 2022
Assets
Non-current assets
Property, plant and equipment
Intangible assets
Investments in subsidiaries
Deferred tax asset
Current assets
Inventories
Trade and other receivables
Derivative financial asset
Cash and cash equivalents
Liabilities
Current liabilities
Trade and other payables
Derivative financial liability
Net current assets
Non-current liabilities
Retirement benefit obligation
Deferred tax liabilities
Net assets
Capital and reserves
Share capital
Share premium
Retained earnings
Total equity
Note
2022
£’000
2021
£’000
13
14
15
16
17
18
20
19
20
24
16
25
25
5,278
24
1,517
1,373
8,192
2,683
2,495
-
223
5,401
(4,811)
-
(4,811)
590
(5,492)
(627)
2,663
262
24
2,377
2,663
5,309
61
1,517
1,985
8,872
2,330
2,465
7
121
4,923
(4,383)
-
(4,383)
540
(7,938)
(644)
830
262
24
544
830
As permitted by Section 408 of the Companies Act 2006, the company has not published its own income statement. The profit of the
company for the financial year was £157,000 (2021: £370,000).
The financial statements on pages 20 to 50 were approved by the Board of Directors on 28 April 2023 and were signed on its behalf by:
D. S. Slingsby
Director
H C Slingsby plc
Registered Number: 00452716
M. L. Morris
Director
24
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Annual Report & Audited Financial Statements | 2022
Consolidated Cash Flow Statement
For the year ended 31 December 2022
Cash flows from operating activities
Cash (used in)/generated from operations
Interest paid
UK corporation tax paid
Cash (used in)/generated from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Proceeds from sales of property, plant and equipment
Purchase of intangible assets
Net cash used in investing activities
Cash flows from financing activities
Capital element of lease payments
Proceeds from share issue
Repayment of borrowings
Proceeds of borrowing
Increase in overdraft
Net cash generated from / (used) in financing activities
Net increase in cash and cash equivalents
Opening cash and cash equivalents
Closing cash and cash equivalents
Note
13
6
14
21
2022
£’000
(27)
-
(49)
(76)
(211)
24
(22)
(209)
(35)
-
-
-
564
529
244
1,999
2,243
2021
£’000
331
1
(150)
182
(100)
28
(3)
(75)
(36)
-
-
-
147
111
218
1,781
1,999
Cash and cash equivalents included above is the gross value and does not included amounts due in relation to the bank overdraft of
£2.22m (2021: £1.65m) in the values presented above.
tc801_SLI_ReportAccounts_2022_v07.indd 25
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Annual Report & Audited Financial Statements | 2022 Company Cash Flow Statement
For the year ended 31 December 2022
Cash flows from operating activities
Cash used in from operations
Interest received
UK corporation tax paid
Cash used in from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Proceeds from sales of property, plant and equipment
Purchase of intangible assets
Net cash used in investing activities
Cash flows from financing activities
Proceeds from share issue
Repayment of borrowings
Proceeds from borrowing
Increase in overdraft
Net cash generated from financing activities
Net increase/(decrease) in cash and cash equivalents
Opening cash and cash equivalents
Closing cash and cash equivalents
Note
13
6
14
2022
£’000
(255)
-
-
(255)
(209)
24
(22)
(207)
-
-
-
564
564
102
121
223
2021
£’000
(37)
1
(85)
(121)
(97)
28
(3)
(72)
-
-
-
147
147
(46)
167
121
26
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Annual Report & Audited Financial Statements | 2022 Note to the Cash Flow Statements
For the year ended 31 December 2022
Group
Company
Cash generated from operating activities
Profit before tax
Net finance costs
Depreciation and amortisation
Defined benefit pension scheme contributions paid
Property impairment reversal
Profit on sale of property, plant and equipment
Increase in inventories
Increase in trade and other receivables
(Decrease)/increase in trade and other payables
Cash (used in)/generated from operating activities
2022
£’000
485
142
464
(352)
-
(24)
(353)
(192)
(197)
(27)
2021
£’000
822
118
461
(357)
(530)
(17)
(107)
(137)
78
331
2022
£’000
222
141
299
(352)
-
(24)
(353)
(23)
(165)
(255)
2021
£’000
570
116
307
(357)
(530)
(17)
(107)
(65)
46
(37)
tc801_SLI_ReportAccounts_2022_v07.indd 27
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Annual Report & Audited Financial Statements | 2022 Notes to the Accounts
1. Accounting Policies
Basis of Preparation
H C Slingsby plc is a public limited company (limited by
shares) with its ordinary shares traded on the AIM market of
the London Stock Exchange. It is incorporated and domiciled
in the United Kingdom with its registered office at Otley Road
Baildon, West Yorkshire BD17 7LW. The company is registered
in England and Wales with a registered number of 452716.
The financial accounts are prepared in Sterling, which is the
functional currency of the group. Monetary amounts in these
statements are rounded to the nearest £’000.
The principal accounting policies adopted in the preparation
of these financial statements, which have been applied
consistently to all years presented, are set out below.
The financial statements have been prepared in accordance
with UK adopted international accounting standards. The
financial statements are prepared under the historical cost
convention on a going concern basis, except for derivative
financial instruments which are measured at fair value through
profit or loss.
Going concern
The Group has made an operating profit for the year of £0.6m
(2021 £0.9m) and had net current assets at 31 December 2022
of £2.9m (2021: net current assets of £2.5m). The result of the
company for the financial year was an operating profit of £0.4m
(2021: £0.7m).
The financial statements have therefore been prepared on a
going concern basis which assumes the group will continue in
operation for a period of at least 12 months from the date of
approval of the financial statements.
The Directors have prepared trading and cash flow forecasts for
the group for the period to 31 December 2024, which include
the pension scheme contributions as agreed. These forecasts
indicate that the Group will be able to operate within its banking
facilities and meet its liabilities as the fall due.
The overdraft element of the Group’s banking facilities is in the
process of being renewed at a reduced level of £0.1m. The
directors consider this to be adequate given the Group’s cash
and financing options, particularly the Group’s £2m invoice
discounting facility.
New accounting standards and interpretations
The Group and Company financial statements have been prepared in accordance with UK Adopted International Accounting
Standards and IFRS Interpretations Committee (IFRIC) effective as at 31 December 2021. The Group and Company have not
chosen to adopt any amendments or revised standards early.
Where applicable, the following amendments to accounting standards were adopted by the Group on the effective date during the
current year. The Group has applied these standards in the preparation of the financial statements and has not adopted any new or
amended standards early.
• Amendments to IAS 16 – Property, plant and equipment – proceeds before intended use
• Annual improvements to IFRS standards 2018 – 2020
• Amendments to IFRS 3 – Reference to the conceptual framework
• Amendments to IAS 37 – Onerous contracts – cost of fulfilling a contract
Standards issued but not yet effective
Any new or amended Accounting Standards or interpretations that are not yet mandatory (and in some cases, had not yet been
endorsed by the UK Endorsement Board) have not been early adopted by the Group for the year ended 31 December 2022. They
are as follows:
• Amendments to IAS 1 – Classification of liabilities as current or non-current
• Amendments to IFRS 17 – Insurance contracts
• Amendments to IFRS 17 – Initial application of IFRS 17 and IFRS 9 – comparative information
• Amendments to IAS 12 – Deferred tax related assets and liabilities arising from a single transaction
• Amendments to IAS 1 and IFRS practice statement 2 – Disclosure of accounting policies
• Amendments to IAS 8 – Definition of accounting estimates
• Amendments to IFRS 16 – Lease liability in a sale and leaseback
• Amendments to IAS 1 – Non-current liabilities with covenants
The directors do not expect that the adoption of these Standards or Interpretations in future periods will have a material impact on
the financial statements of the Company or the Group.
28
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Annual Report & Audited Financial Statements | 2022 Basis of Consolidation
The financial statements of the Group consolidate the financial
statements of H C Slingsby plc and its subsidiaries up to 31
December 2022 using the acquisition method of accounting.
Subsidiaries are entities over which the Group has the power
to govern the financial and operating policies and is exposed
to, or has rights to, variable returns. The results of subsidiary
undertakings acquired during a financial period are included
from the date on which control is transferred to the group.
Intra-Group sales, Intra-Group balances and Intra-Group profits
are eliminated fully on consolidation, and consistent accounting
policies have been adopted across the Group.
The Group applies the acquisition method to account for
business combinations. The consideration transferred for
the acquisition of a subsidiary is the fair values for the assets
transferred and the liabilities incurred to the former owners of
the acquired entity. Identifiable assets acquired and liabilities
and contingent liabilities assumed in a business combination
are measured initially at their fair values at the acquisition date.
Acquisition related costs are expensed as incurred.
Exceptional Items
Exceptional items are disclosed separately in the financial
statements where it is necessary to do so to provide further
understanding of the financial performance of the group. They
are material items of income or expense that have been shown
separately due to the significance of their nature or amount.
Accounting Estimates and Judgements
The preparation of these financial statements requires management
to make estimates and judgements that affect the reported amounts
of assets and liabilities at the date of the financial statements and the
reported amounts of revenue during the reporting year. Actual results
could materially differ from these estimates.
The estimates and judgements made in the process of applying
the Group’s accounting policies that have the most significant
effect on the amount recognised in the financial statements and
the estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year are addressed below.
Estimates and judgements with significant effect on the financial
statements:
• Selection of appropriate rates of amortisation and
depreciation for intangible and tangible non-current
assets. The annual depreciation and amortisation charges
for intangible and tangible non-current assets are sensitive to
changes in the estimated useful economic lives of the assets.
The useful economic lives and residual values are reassessed
annually. They are amended when necessary, to reflect
current estimates, based on technological advancement,
future investments, economic utilisation and physical
condition of the assets (see notes 13 and 14 for the carrying
amount of intangible and tangible non-current assets).
•
Impairment of goodwill and intangible assets. The
Directors review whether goodwill is impaired on an annual
•
basis which requires an estimation of the value in use of
the cash generating units to which the goodwill, and any
intangible assets, are allocated. This involves estimation
of future cash flows and choosing a suitable discount rate
(see note 14 for further disclosure). As disclosed in notes
3 and 14, the results for the year ended 31 December
2022 include an impairment charge of £nil (2021: £nil).
Impairment of tangible non-current assets. At each
reporting date the directors review the carrying amount
of the Group’s tangible non-current assets to determine
whether there has been any indication that those assets
have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated
in order to determine the extent of any impairment loss.
In 2021, this review resulted in an increase in the carrying
value of the Baildon property and a reversal against an
impairment provision previously recorded, as detailed in
note 13. The revised carrying amount has been derived
from a professional valuation of the property and whilst
any valuation involves a degree of estimation, the directors
consider that the degree of uncertainty is sufficiently
reduced by the use of an appropriately qualified third
party and have concluded that a reversal of the previous
impairment recorded in 2017 is appropriate.
• Actuarial assumptions used in the calculation of the
defined benefit pension scheme liability. Measurement of
the defined benefit pension obligations requires estimation
of future changes in salaries and inflation, as well as
mortality rates, and the selection of a suitable discount rate.
Defined benefit pension obligations at the reporting date
were valued at £5.5m (2021: £7.9m). This movement was
due to the impact of changes in actuarial assumptions
• Allowances against the valuation of inventories.
Inventories are stated at the lower of cost and net
realisable value. When estimating the net realisable value
of inventories, management considers the nature and
condition of inventory, as well as applying assumptions
around anticipated saleability of finished goods and future
usage of raw materials. The inventory provision at the
reporting date amounted to £773,000 (2021: £664,000)
(see note 17 for the net carrying amount of inventories and
details of the provisions made).
• Deferred tax estimation. Recognition of deferred
tax assets and liabilities involves making a series of
assumptions. As far as deferred tax assets are concerned,
their realisation ultimately depends upon taxable profits
being available in the future. Deferred tax assets are
recognised only when it is probable that taxable profits will
be available against which the deferred tax asset can be
utilised and it is probable that the entity will earn sufficient
taxable profit in future periods to benefit from a reduction
in tax payments. This involves the directors making
assumptions within their overall tax-planning activities and
periodically reassessing them in order to reflect changed
circumstances as well as tax regulations. Moreover, the
measurement of a deferred tax asset or liability reflects
tc801_SLI_ReportAccounts_2022_v07.indd 29
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Annual Report & Audited Financial Statements | 2022 The lease liability is initially measured at the present value of
the lease payments during the lease term discounted using the
interest rate implicit in the lease, or the incremental borrowing
rate if the interest rate implicit in the lease cannot be readily
determined. The lease term is the non-cancellable period of
the lease plus extension periods that the Group is reasonably
certain to exercise and termination periods that the Group is
reasonably certain not to exercise. Lease payments include
fixed payments, less any lease incentives receivable, variable
lease payments dependant on an index or a rate and any
residual value guarantees.
The lease liability is subsequently increased for a constant
periodic rate of interest on the remaining balance of the lease
liability and reduced for lease payments. Interest on the lease
liability is recognised in the income statement. Variable lease
payments not included in the measurement of the lease liability
as they are not dependent on an index or rate, are recognised
in profit or loss in the period in which the event or condition that
triggers those payments occurs.
Foreign Currency
Items included in the financial statements of each of the
Group entities are measured using the currency of the primary
economic environment which the entity operates (the functional
currency which is GBP). The consolidated financial statements
are presented in GBP which is the Group’s presentational
currency.
Foreign currency transactions are translated using exchange
rates prevailing at the date of the transactions or, where forward
currency contracts have been taken out, at contractual rates.
Monetary assets and liabilities are translated at exchange rates
ruling at the end of each financial year. Gains and losses on
retranslation are recognised in the income statement.
Notes to the Accounts (continued)
the manner in which the entity expects to recover the
asset’s carrying value or settle the liability. At 31 December
2022 the group has recognised deferred tax assets of
£1,373,000 (2021: £1,985,000) and deferred tax liabilities
of £677,000 (2021: £722,000) (see note 16 for disclosure
of the group’s deferred tax assets and liabilities).
Revenue and Recognition of Income
Revenue comprises the fair value of the consideration received
or receivable from the sale of goods and services in the ordinary
course of the Group’s activities. Revenue is shown net of value
added tax, returns, rebates and discounts and after eliminating
sales within the group. Revenue is recognised when the goods
are dispatched to the customer which is deemed to be the
point at which the customer obtains control of the goods
Contracts with customers are typically fixed price based on
agreed amounts and invoiced on dispatch to the customer
in line with the standard terms and conditions of the group.
Typically, the Group’s standard payment terms are 30 days from
date of invoice but certain customers have longer agreed terms.
Employee Benefits
The Group operates a defined benefit and a defined
contribution pension scheme for its employees.
Defined benefit scheme: The pension liability recognised in
the balance sheet in respect of the defined benefit scheme
is the present value of the defined benefit obligation at the
balance sheet date less the fair value of the scheme assets.
The defined benefit obligation is calculated tri-annually by
independent actuaries using the projected unit credit method
and this valuation is updated at each balance sheet date. The
present value of the defined benefit obligation is determined by
discounting the estimated future cash outflows using interest
rates of high quality corporate bonds that have terms to maturity
approximating to the terms of the related pension liability.
Past service costs and settlement gains are recognised
immediately in the income statement. Actuarial gains and
losses arising from experience adjustments and changes in
actuarial assumptions are recognised in full in the statement of
comprehensive income in the period in which they arise.
Defined contribution scheme: contributions payable are charged
to the income statement in the accounting year in which they are
incurred. The group has no further payment obligations once the
contributions have been paid to this scheme.
Leases
On commencement of a contract which gives the Group
the right to use assets for a period of time in exchange for
consideration, the Group recognises a right-of-use asset and
a lease liability unless the lease qualifies as a ‘short-term’ lease
(term is twelve months or less with no option to purchase the
lease asset) or a ‘low-value’ lease (where the underlying asset is
£4,000 or less when new).
30
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Annual Report & Audited Financial Statements | 2022 Property, Plant and Equipment
Property, plant and equipment is stated at cost net of
accumulated depreciation and any provision for impairment.
Cost comprises purchase cost together with any incidental
costs of acquisition. Depreciation is provided to write off the
cost less the estimated residual value of the property, plant
and equipment by equal instalments over their estimated
useful economic lives. The asset’s residual values and useful
economic lives are reviewed, and adjusted as appropriate, at
each balance sheet date. The following rates are applied:
Freehold buildings
– 2% per annum
Short leasehold property – 10% per annum
Equipment
– 10% – 33% per annum
Freehold land is not depreciated.
A right-of-use asset is recognised at commencement of the
lease and initially measured at the amount of the lease liability,
plus any incremental costs of obtaining the lease and any lease
payments made at or before the leased asset is available for
use by the Group.
The right-of-use asset is subsequently measured at cost less
accumulated depreciation and any accumulated impairment
losses. Right-of-use assets are depreciated on a straight-line
basis over the lease term.
Intangible Assets
Intangible assets are stated at cost less accumulated
amortisation. They are recognised if it is probable that there will
be future economic benefits attributable to the asset, the cost
of the asset can be measured reliably, the asset is separately
identifiable and there is control over the use of the asset.
The assets are amortised over the period which the Group
expects to benefit from these assets. Provision is made for any
impairment in value if applicable.
IT software costs are amortised on a straight-line basis at a rate
of 33% per annum.
Brand and domain names and customer lists are amortised on
a straight-line basis at 5% to 33% per annum.
Goodwill
Goodwill arising on acquisitions comprises the excess of the
fair value of the consideration for investments in subsidiary
undertakings over the fair value of the net identifiable assets
acquired at the date of the acquisition. Goodwill arising on
acquisitions is included in intangible assets.
Goodwill is not amortised but is tested annually for impairment
and carried at cost less accumulated impairment losses. Gains
and losses on the disposal of an entity include the carrying
amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose
of impairment testing. Each of those cash-generating units
represents the lowest level within the group at which the
associated level of goodwill is monitored for management
purposes and are not larger than the operating segments
determined in accordance with IFRS8 “Operating Segments”.
Impairment of non-financial assets
Assets not subject to amortisation are tested annually for
impairment. Assets that are subject to amortisation and
depreciation are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is recognised for
the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of
an asset’s fair value less costs to sell and value in use. For the
purposes of assessing impairment, assets are grouped at the
lowest levels for which there are separately identifiable cash
flows (cash generating units). Non-financial assets, other than
goodwill that suffered an impairment, are reviewed for possible
reversal of the impairment at each reporting date.
Investments
Investments are stated at cost, less provision for impairment
where necessary.
Deferred taxation
Deferred taxation is recognised, using the full liability
method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amount in
the consolidated financial statements. Deferred taxation is
determined using tax rates (and laws) that have been enacted,
or substantively enacted, by the balance sheet date, and are
expected to apply when the related deferred taxation asset is
realised or deferred taxation liability is settled.
Deferred taxation assets are recognised only to the extent that
it is probable that future taxable profits will be available against
which the temporary differences can be utilised.
Deferred tax assets and liabilities are offset where there is
a legally enforceable right to offset current tax assets and
liabilities and where the deferred tax balances relate to the
same taxation authority.
Inventories
Inventories which include raw materials and work in progress,
finished goods and goods for resale are stated at the lower
of cost and net realisable value. Raw materials are valued
on a first in-first out basis. The cost of work in progress and
finished goods includes an appropriate proportion of production
overheads.
Net realisable value is based on estimated selling price less
additional costs to completion or disposal. Allowance is made
for obsolete, defective and slow-moving items based on annual
usage and age.
tc801_SLI_ReportAccounts_2022_v07.indd 31
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Annual Report & Audited Financial Statements | 2022 Notes to the Accounts (continued)
Financial assets other than derivatives
The Group classifies its financial assets as subsequently
measured at amortised cost under IFRS 9 if they meet both of
the following criteria:
• Hold to collect business model test. The asset is held
within a business model whose objective is to hold the
financial asset in order to collect contractual cash flows;
and
• Solely payments of principal and interest (SPPI) contractual
cash flow characteristics test. The contractual terms of
the financial asset give rise to cash flows that are SPPI on
the principal amount outstanding on a specified date.
Financial assets include trade receivables, amounts due from
subsidiaries and cash and cash equivalents.
Trade and Other Receivables
Trade and other receivables that do not contain a significant
financing component are initially recognised at fair value and
subsequently held at amortised cost less provision for impairment.
IFRS 9 introduced an expected credit loss model which
broadens the information that the Group is required to consider
when determining its expectations of impairment. Under this
model, expectations of future events must be taken into account
and this could result in the earlier recognition of impairments.
Trade Catalogues
Expenditure relating to the production and distribution of the
main catalogue and supplementary mailings is written off in
the financial statements in the year when the catalogue is
produced.
Cash and Cash Equivalents
Cash and cash equivalents include cash in hand, deposits held
on call with banks, other short term highly liquid investments
with original maturities of three months or less.
Financial liabilities
Financial liabilities are classified as either financial liabilities at
amortised cost or financial liabilities at fair value through profit
or loss. Financial liabilities include trade and other payables,
derivative financial instruments and bank borrowings.
Trade and other payables
Trade and other payables are recognised initially at fair value
and subsequently measured at amortised cost using the
effective interest method.
Derivative financial instruments
Derivative financial instruments are initially recognised at
fair value on the date a contract is entered into and are
subsequently re-measured at their fair value at each balance
sheet date. The resulting gain or loss is recognised directly
in the income statement. The Group does not apply hedge
accounting in respect of its financial instruments, nor does it
trade in any financial instruments.
Share capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares are shown in
equity as a deduction, net of tax, from the proceeds.
Dividends
Final dividends proposed by the board are recognised in
the financial statements when they have been approved by
shareholders. Interim dividends are recognised when they are
paid.
Current taxation
The tax currently payable is based on taxable profit for the year.
Taxable profit differs from net profit as reported in the income
statement because it excludes items that are not taxable or
deductible. The Group’s liability for current tax is calculated
using tax rates that have been enacted or substantively
enacted by the balance sheet date.
Current tax assets and liabilities are offset where the entity has
a legally enforceable right to offset and intends either to settle
on a net basis, or to realise the asset and settle the liability
simultaneously.
The tax expense for the year comprises current and deferred
tax that is recognised in the income statement, except that it
relates to items recognised in other comprehensive income or
directly in equity, in which case the tax is also recognised in
other comprehensive income or directly in equity respectively.
2. Segmental Reporting
The chief operating decision-maker, who is responsible
for allocating resources and assessing performance of the
operating segments, has been identified as the Chief Executive
Officer.
The Group only has one business segment, which is its
principal activity, being the merchanting and distribution of
industrial and commercial equipment. All of the Group’s
revenue, profits/ (losses), assets and liabilities are wholly
attributable to that business segment. The operations of the
group are based in the UK.
32
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Annual Report & Audited Financial Statements | 2022 3. Exceptional Items
Property impairment reversal
The reversal of the property impairment is explained more fully in note 13.
4. Employee Information
Staff costs
Wages and salaries
Social security costs
Defined contribution pension scheme and
life assurance costs
Group
2022
£’000
2,982
285
96
2021
£’000
2,761
241
86
2022
£’000
-
-
Company
2022
£’000
2,491
237
81
2021
£’000
530
530
2021
£’000
2,290
199
71
The average monthly number of persons, including directors, employed during the year was:
3,363
3,088
2,809
2,560
Group
Company
2022
Number
2021
Number
2022
Number
2021
Number
Selling and distribution
Administration
92
19
111
82
20
102
75
17
92
Items in relation to pension costs reported anywhere other than operating costs are excluded from this disclosure.
5. Directors’ Remuneration (including pension contributions)
Dominic Slingsby
Morgan Morris
Highest paid Director:
Aggregate emoluments
Defined contribution accrued pension at end of year
2022
£’000
112
131
243
128
3
Morgan Morris accrued benefits under a defined contribution pension scheme amounting to £3,319 (2021: £3,004).
Dominic Slingsby accrued no such benefits in 2022 or 2021.
During the year ended 31 December 2022, the directors did not receive any other emoluments, compensation or
cash or non-cash benefits (2021: £nil).
The Company does not have a share option or other long term incentive plan.
tc801_SLI_ReportAccounts_2022_v07.indd 33
68
17
85
2021
£’000
109
126
235
123
3
33
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Annual Report & Audited Financial Statements | 2022
Notes to the Accounts (continued)
6. Operating Profit
Operating profit is stated after charging/(crediting):
Profit on disposal of property, plant and equipment
Depreciation on property, plant and equipment
Amortisation of intangible assets
Foreign exchange (gains)/losses on operating activities
Services provided by the company’s auditors
Fees payable to the company’s auditors for the audit of parent company and consolidated
financial statements
Fees payable to the company’s auditors for other services:
Other audit services pursuant to legislation:
The audit of Company’s subsidiaries pursuant to legislation
Other services pursuant to legislation:
Tax services – Compliance
Advisory
Total fees payable to the Company’s auditors
7. Finance Income
Bank interest receivable
8. Finance Costs
Interest payable on bank borrowings
Interest payable on lease liabilities
Net retirement benefit obligation finance costs (note 24)
2022
£’000
(24)
305
159
(19)
45
10
-
-
55
2022
£’000
-
2022
£’000
-
1
141
142
2021
£’000
(17)
326
135
7
44
6
-
-
50
2021
£’000
-
2021
£’000
-
1
117
118
34
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Annual Report & Audited Financial Statements | 2022
9. Taxation
Current tax
UK corporation tax:
– current year
Deferred tax:
UK deferred tax:
– origination and reversal of temporary differences
– adjustments due to change of tax rate
Total taxation charge
Factors affecting the tax charge for the year:
2022
£’000
2021
£’000
96
96
6
3
9
105
56
56
12
187
199
255
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate
applicable to profits of the Group as follows:
Profit before taxation
Tax at the UK corporation tax rate of 19% (2021: 19%)
(Income) not taxable/expenses not deductible for tax purposes
Effects of changes in tax rates
Adjustments to tax in respect of prior years
– current year
– deferred tax
Tax charge for the year
2022
£’000
485
92
22
3
(7)
(5)
105
2021
£’000
822
156
(88)
187
-
-
255
The Group profits for this accounting period are taxed at an effective rate of 19% (2021: 19%). Deferred tax assets and liabilities are
measured at a rate of 25% (2021: 25%) as at 31 December 2022.
In addition to the amounts charged to the income statement, £559k (2021: £451k) has been charged (2021: credited) directly to
other comprehensive income in relation to actuarial differences on the retirement benefit liability.
10. Earnings Per Share
Basic earnings per share is based upon a profit of £380,000 (2021: £567,000) and on 1,050,000 (2021: 1,050,000) weighted
average ordinary shares in issue during the year.
There is no difference between basic earnings per share and diluted earnings per share for both years as there are no potentially
dilutive shares in issue.
11. Profit for the Financial Year
As permitted by Section 408 of the Companies Act 2006, the Company has not published its own income statement. The profit
for the year was £157,000 (2021: £370,000) and total comprehensive income £1,833,000 (2021: total comprehensive expense
£858,000).
tc801_SLI_ReportAccounts_2022_v07.indd 35
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Annual Report & Audited Financial Statements | 2022
Notes to the Accounts (continued)
12. Dividends
Interim dividend paid for the financial year of 0.0p (2021: 0.0p)
Final dividend paid for the financial year of 0.0p (2021: 0.0p)
13. Property, Plant and Equipment
2022
£’000
-
-
-
Group
Cost
1 January 2021
Additions
Disposals
1 January 2022
Additions
Lease modifications
Disposals
31 December 2022
Accumulated depreciation and impairment
1 January 2021
Charge for the year
Reversal of previous impairment provision
Disposals
1 January 2022
Charge for the year
Lease modifications
Disposals
31 December 2022
Net book value
At 31 December 2022
At 31 December 2021
At 31 December 2020
Short
Leasehold
Property
Freehold
land and
buildings
Equipment
Right-of-
use assets
£’000
119
–
–
119
–
-
(81)
38
83
10
-
–
93
24
-
(81)
36
2
26
36
£’000
6,671
–
–
6,671
–
-
–
6,671
2,077
105
(530)
–
1,652
106
-
–
1,758
4,913
5,019
4,594
£’000
2,352
100
(31)
2,421
211
-
(140)
2,492
1,961
178
-
(20)
2,119
143
-
(140)
2,122
370
302
391
£’000
128
–
–
128
-
34
(27)
135
65
33
-
–
98
32
(101)
(27)
2
133
30
63
2021
£’000
-
-
-
Total
£’000
9,270
100
(31)
9,339
211
34
(248)
9,336
4,186
326
(530)
(20)
3,962
305
(101)
(248)
3,918
5,418
5,377
5,084
HC Slingsby PLC Retirement Benefits Scheme holds a charge over the Company’s freehold land and buildings. HSBC Bank plc
holds charges over all of the assets and undertakings of the Group and a fixed charge over the freehold land and buildings.
During 2017, the Board instructed a firm of professional surveyors to carry out a valuation of the freehold land and buildings at Baildon. The
resulting valuation of £4.2m was £1.2m below the carrying value. This resulted in an exceptional non-cash impairment charge of £1.22m
in the year ended 31 December 2017. During October 2019, the same firm undertook a further valuation of the property on behalf of the
Company’s bank. This valuation of £4.7m was £0.7m above the adjusted, depreciated, carrying value. The Board elected to adjust the
carrying value in line with the valuation by reversing a portion of the historic impairment, leading to an exceptional non-cash impairment
reversal of £0.7m in the year ended 31 December 2019. In November 2021, the same firm undertook a further valuation of the property.
The valuation was £5.46m which has resulted in the reversal of the balance of the previous impairment shown as an exceptional item of
£0.53m. The carrying value of the property in the balance sheet is £4.9m which reflects the property’s cost after appropriate depreciation.
The carrying amount and depreciation of right-of-use assets all relate to property leases.
Depreciation is charged to administrative expenses in the Income Statement.
36
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Annual Report & Audited Financial Statements | 2022 Company
Cost
1 January 2021
Additions
Disposals
1 January 2022
Additions
Disposals
31 December 2022
Accumulated depreciation and impairment
1 January 2021
Charge for the year
Reversal of previous impairment provision
Disposals
1 January 2022
Charge for the year
Disposals
31 December 2022
Net book amount
At 31 December 2022
At 31 December 2021
At 31 December 2020
Depreciation is charged to administrative expenses in the Income Statement.
Freehold
land and
buildings
£’000
6,671
-
–
6,671
–
–
6,671
2,077
105
(530)
–
1,652
106
–
1,758
4,913
5,019
4,594
Equipment
Total
£’000
2,099
97
(31)
2,165
209
(140)
2,234
1,728
167
-
(20)
1,875
134
(140)
1,869
365
290
371
£’000
8,770
97
(31)
8,836
209
(140)
8,905
3,805
272
(530)
(20)
3,527
240
(140)
3,627
5,278
5,309
4,965
tc801_SLI_ReportAccounts_2022_v07.indd 37
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Annual Report & Audited Financial Statements | 2022
Notes to the Accounts (continued)
14. Intangible Assets
Cost
1 January 2021
Additions
1 January 2022
Additions
Disposals
31 December 2022
Accumulated amortisation
1 January 2021
Charge for the year
1 January 2022
Charge for the year
Disposals
31 December 2022
Net book amount
At 31 December 2022
At 31 December 2021
At 31 December 2020
Group
Goodwill
Group
IT Software
and
Trademarks
Brand and
Domain
Names and
Customer
Lists
Company
TOTAL
IT Software
£’000
£’000
£’000
£’000
£’000
2,409
-
2,409
-
-
1,000
-
1,000
-
-
2,409
1,000
1,709
-
1,709
-
-
1,709
700
700
700
575
100
675
100
-
775
225
325
425
994
1,994
3
997
22
(95)
924
901
35
936
59
(95)
900
24
61
93
3
1,997
22
(95)
1,924
1,476
135
1,611
159
(95)
1,675
249
386
518
955
3
958
22
(95)
885
862
35
897
59
(95)
861
24
61
93
Amortisation is charged to administrative expenses in the Income Statement.
Goodwill monitoring
Goodwill, which relates entirely to the acquisition of ESE Direct Limited in 2015, is monitored by management at the Cash
Generating Unit (“CGU”) level. A CGU is considered to be an individual company. The Group tests CGUs containing goodwill for
impairment on at least an annual basis by comparing the carrying amount of the CGU with it’s value in use. Value in use is estimated
based on expected future cash flows discounted to present value using a pre-tax discount rate that reflects current market
assessments of the time value of money. An impairment charge arises where the carrying value exceeds the value in use.
During 2018, an impairment charge of £675,000 was recognised as an exceptional non-cash item followed by a further non-cash
impairment during 2019 of £1,034,000 such that goodwill relating to the ESE acquisition is £700,000.
The carrying amount of the ESE Direct Limited CGU has been tested for impairment using a discounted cash flow model based on
the following assumptions which have not changed from those used in the prior year:
• Most recent budgets /forecasts for the next 5 years
•
Extrapolation of expected future cash flows using a terminal growth rate of 2%
• Sales increase of 5% and then 2% growth over the period based on forecast performance
• Capital expenditure of £5,000 per annum based on forecasts
• Gross margins projected based on recent trends
• Discount rate (derived from pre-tax weighted average cost of capital “WACC”) of 15%
The Directors performed sensitivity analysis on assumptions concerning sales growth assuming no growth over the period.
On this sensitised basis, there was sufficient headroom for the Director’s to consider that there was no impairment charge required.
38
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Annual Report & Audited Financial Statements | 2022
15. Investment in Subsidiary
On 27 March 2015 the Company acquired 100% of the issued share capital of ESE Direct Limited. The cost of investment was
£4m. During 2018 an impairment provision of £1.4m was recorded followed by a further impairment of £1.1m in 2019 such that
the net book value of the investment was £1.52m. This investment represents the whole of the amount shown in the Company’s
balance sheet.
The Company directly owns 100% of the issued share capital of the following subsidiary undertakings, registered in England and
Wales at 1 Otley Road, Baildon, Shipley BD17 7LW.
Company
ESE Direct Limited
Eastern Storage Limited
ESE Projects Limited
Eastern Storage Equipment Limited
Slingsby Trading Post Limited
Slingsby Manufacturing Limited
Slingsby Metro Equipment Limited
Principal Activity
Distribution of Industrial and Commercial Equipment
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
16. Deferred Tax
The deferred tax balances in these financial statements are attributable to the following:
Deferred tax asset
Retirement benefit obligations
Deferred tax liabilities
Accelerated capital allowances
Short term temporary differences
Intangible asset
Group
2022
£’000
2021
£’000
Company
2022
£’000
2021
£’000
1,373
1,985
1,373
1,985
(634)
13
(56)
(677)
(649)
9
(82)
(722)
(640)
13
-
(627)
(653)
9
-
(644)
The deferred tax asset relates to the deficit on the company’s defined benefit pension scheme. As movements in the pension
deficit arise from changes in actuarial assumptions as well as from deficit reduction payments (see note 24), it is difficult to forecast
the movement in the related deferred tax asset. The deferred tax asset has been recognised as it will be realised through the
settlement of the pension liability.
tc801_SLI_ReportAccounts_2022_v07.indd 39
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Annual Report & Audited Financial Statements | 2022 Notes to the Accounts (continued)
16. Deferred Tax (continued)
Movements in deferred tax assets/(liabilities) are as follows:
Group
1 January 2021
(Charged)/credited to income statement
Credited to other comprehensive income
1 January 2022 – Group and Company
(Charged)/credited to income statement
Credited to other comprehensive income
31 December 2022
Company
1 January 2021
(Charged)/credited to income statement
Credited to other comprehensive income
1 January 2022
(Charged)/credited to income statement
(Charged)/Credited to other comprehensive income
31 December 2022
17. Inventories
Raw materials and work in progress
Finished goods and goods for resale
Pension
liability
Tax losses
Accelerated
capital
allowances
Intangible
assets
£’000
£’000
£’000
£’000
1,553
(59)
491
1,985
(53)
(559)
1,373
7
2
–
9
4
–
13
(508)
(141)
-
(649)
15
-
(634)
(81)
(1)
-
(82)
26
-
(56)
Pension
liability
Tax losses
Accelerated
capital
allowances
Total
£’000
971
(199)
491
1,263
(8)
(559)
696
Total
£’000
£’000
£’000
£’000
1,553
(59)
491
1,985
(53)
(559)
1,373
7
2
–
9
4
–
13
(510)
(143)
-
(653)
13
-
(640)
Group
2022
£’000
308
2,375
2,683
2021
£’000
246
2,084
2,330
Company
2022
£’000
308
2,375
2,683
1,050
(200)
491
1,341
(36)
(559)
746
2021
£’000
246
2,084
2,330
Inventories are presented net of provisions for write-downs, based on management’s estimate of net realisable value. The amount
charged to the income statement in respect of write-downs of inventories was £122,000 (2021: £131,000). The cost of inventories
recognised as an expense and included in the Group’s cost of sales was £15,143,000 (2021: £14,112,000) and £10,057,000 (2021:
£9,443,000) for the Company. The provision for obsolete inventory at the year-end for the Group and Company is £773,000 (2021:
£664,000).
40
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Annual Report & Audited Financial Statements | 2022 18. Trade and Other Receivables
Trade receivables
Receivables from subsidiary
Prepayments
Group
Company
2022
£’000
2,589
–
373
2,962
2021
£’000
2,403
–
361
2,764
2022
£’000
2,022
130
343
2,495
2021
£’000
2,028
98
339
2,465
Trade and other receivables are non-interest bearing. There is no material difference between the carrying amount and the fair value
of trade and other receivables.
Trade receivables are presented net of lifetime expected credit loss allowances. The ageing profile is used by management in
reviewing receivables and the group applies the IFRS 9 simplified approach to measuring expected credit losses. The expected loss
rates are based on the group’s historical credit losses experienced and these rates are then adjusted for current and forward looking
information on macroeconomic factors affecting the group’s customers. Movements on the group and company provisions for
impairment of trade receivables are:
At 1 January 2022
Expected credit loss
Unused provision reversed
Receivables written off
At 31 December 2022
Group
2022
£’000
7
24
(4)
(9)
18
2021
£’000
9
11
(3)
(10)
7
Company
2022
£’000
3
23
(3)
(5)
18
2021
£’000
7
5
(2)
(7)
3
Receivables due from subsidiary were not impaired at 31 December 2022 and 31 December 2021 as the subsidiary was profit and
cash generative.
The carrying amounts of the group’s and company’s receivables are denominated in the following currencies:
Pound sterling
Euro
Group
Company
2022
£’000
2,454
135
2,589
2021
£’000
2,251
152
2,403
2022
£’000
2,017
135
2,152
2021
£’000
2,251
152
2,126
tc801_SLI_ReportAccounts_2022_v07.indd 41
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Annual Report & Audited Financial Statements | 2022
Notes to the Accounts (continued)
19. Trade and Other Payables
Trade payables
Payables to subsidiaries
Corporation tax payable
Other taxation and social security payable
Other payables
Accruals
Overdraft
Group
2022
£’000
1,850
-
103
398
6
433
2,217
5,007
2021
£’000
1,942
-
56
354
5
583
1,653
4,593
Company
2022
£’000
1,365
608
29
301
3
288
2,217
4,811
2021
£’000
1,480
608
-
267
3
372
1,653
4,383
Trade and other payables are non-interest bearing. There is no material difference between the carrying amount and the fair value of
trade and other payables.
Group and Company borrowings include overdraft and leases. The overdraft amounting to £2,217,000 (2021: £1,653,000) is
repayable within one year.
The Group’s debtor finance and overdraft facilities (provided by HSBC Bank plc) carry interest rates of 3.1% and 3.3% above the
prevailing Bank of England Base Rate respectively. HSBC Bank plc holds charges over all of the assets and undertakings of the
Group and a fixed charge over the freehold land and buildings. The overdraft element of the Group’s banking facilities expires on the
30 April 2023 and is in the process of being renewed at a reduced level of £0.1m. The directors consider this to be adequate given
the Group’s cash and other available financing. The debtor finance facility remains unaffected. The debtor finance facility is a total
of £2m (subject to suitable debt being available) and the overdraft facility (net of group cash) is the sum of £100,000.
20. Derivative Financial Instruments
Forward foreign currency contracts and options
Group and Company
Assets
2022
£’000
-
2021
£’000
7
Liabilities
2022
£’000
-
2021
£’000
-
Gains and losses on the carrying value of forward foreign currency contract assets and liabilities are recognised in the income statement.
The forward foreign currency contracts existing at the year-end mature in 2023. They have been valued using year end market data and
the impact was less that £1,000.
42
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Annual Report & Audited Financial Statements | 2022
21. Leases and financial commitments
The maturity of the lease obligations is set out below:
Lease obligations
Not later than one year
Later than one year and not later than five years
Later than five years
Carrying value of liability
Group
2022
£’000
20
83
30
133
2021
£’000
32
-
-
32
Company
2022
£’000
2021
£’000
-
-
-
-
-
-
-
-
The Group agreed a new lease regarding premises for ESE which had expired in November 2022. The new lease commenced on
16 March 2023 and expires on 16 March 2029 with a break clause at 17 March 2026. The company held over the lease from expiry
on 30 November 2022, and the lease has been deemed to commence on 1 December 2022 within these financial statements. The
total cash outflow for leases during the year was £35,000 (2021 - £36,000).
The total lease liability at 31 December 2022 is £134,966 which has been recognised as a right of use asset under note 13.
£19,923 is included in creditors due within one year and £113,423 is included in creditors due after more than one year.
Depreciation of £31,852 has been charged in relation to the right of use asset within 2022 and recognised as an administrative
expense. Interest payable on the lease of £1,331 has been recognised as a finance cost.
The Company has a commitment by way of a guarantee issued to HMRC in respect of the deferment of import duty and VAT in the
sum of £40,000 (2021 - £40,000).
22. Financial Risk Management
In the normal course of business, the Group and Company is exposed to certain financial risks, principally foreign exchange risk,
interest rate risk, liquidity risk and credit risk.
The principal financial instruments used by the Group from which financial risk arises are as follows:
Financial assets
Trade receivables (note 18)
Receivables from subsidiary (note 18)
Forward foreign currency contracts and options (note 20)
Cash and cash equivalents
Financial liabilities
Debt financing and overdraft (note 19)
Payable to subsidiary (note 19)
Trade payables (note 19)
Accruals (note 19)
Other payables (note 19)
Lease obligations (note 21)
Forward foreign currency contracts and options (note 20)
Group
2022
£’000
2021
£’000
Company
2022
£’000
2021
£’000
2,589
2,403
2,022
2,028
-
-
2,243
4,832
2022
£’000
2,217
-
1,850
433
6
20
-
-
7
1,999
4,409
2021
£’000
1,653
-
1,942
583
5
32
-
130
-
223
2,375
2022
£’000
2,217
608
1,365
288
3
-
-
98
7
121
2,254
2021
£’000
1,653
608
1,480
372
3
-
-
4,526
4,215
4,481
4,116
tc801_SLI_ReportAccounts_2022_v07.indd 43
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Annual Report & Audited Financial Statements | 2022
Notes to the Accounts (continued)
22. Financial Risk Management (continued)
Foreign Exchange Risk
The Group is exposed to foreign exchange risk from purchasing a portion of its supplies and by making a portion of its sales in foreign
currencies. The Company enters into forward foreign currency contracts to manage its exposure to currency fluctuations that arise on
purchase contracts denominated in foreign currencies. The Group made a foreign exchange gain of £19,000 in 2022 (2021 - £7,000 loss).
The carrying value of the group’s foreign currency denominated financial assets and monetary liabilities at the reporting date are as follows:
Euros
Dollars
Assets
Liabilities
2022
£’000
207
116
2021
£’000
248
16
2022
£’000
1
-
2021
£’000
-
-
Interest Rate Risk
The Group’s and Company’s exposure to interest rate risk arises on its debtor finance and overdraft facilities. These are based on
floating rates of interest. Accordingly, should interest rates continue to increase, the Group and Company’s interest cost would rise.
The Group does not use interest rate hedges. An analysis of maturity of the group’s debtor finance and overdraft facilities is provided
in note 21 above. The interest rates applicable to the group’s debtor finance and overdraft facilities are disclosed in note 19.
Liquidity Risk
In the normal course of business the Group and Company is exposed to liquidity risk. The group’s objective is to ensure that
sufficient resources are available to fund short term working capital and longer term strategic requirements. This is achieved through
ensuring that the group has sufficient cash and borrowing facilities in place. Further details relating to the nature and maturity of the
group’s borrowing facilities are included in notes 19 and 21 above.
Credit Risk
Credit risk principally arises on cash deposits and trade receivables. The credit risk arising on cash deposits is limited because the
counterparties are financial institutions with high credit ratings assigned by international credit rating agencies. The credit risk arising
on trade receivables is spread over large numbers of customers and is further described in note 18 above. There are no significant
concentrations of credit risk.
The maximum exposure of the group at the end of the reporting period is the carrying value of financial assets totalling £4,832,000
(2021: £4,409,000).
23. Capital Risk Management
The capital structure of the Group consists of cash, equity, debtor finance and overdraft. The Group’s objectives when managing
capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for
other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain the capital structure
the Group may adjust the amount of dividends paid to shareholders. This situation is monitored using budgets and by calculation of a
gearing ratio (debtor financing and overdraft less cash/net assets). At 31 December 2022, the gearing ratio was 0% (2021:0%).
24. Pension Commitments
Group and Company Retirement Benefit
Obligations
At 31 December 2022 H C Slingsby plc (“the Company”)
operated pension schemes for the benefit of its employees. The
schemes are provided through both defined benefit and defined
contribution arrangements. This disclosure is concerned
only with the defined benefit arrangement, the H C Slingsby
plc Retirement Benefits Scheme (“the Scheme”). The liability
associated with the Scheme is material to the Company.
The Company’s objective is for the Scheme to target 100% funding on
a basis that should ensure that benefits can be paid as they fall due.
Any shortfall in the assets directly held by the Scheme, relative
to its funding target, will be financed over a period that ensures
the contributions are reasonably affordable to the Company.
The expected contribution to the Scheme over the 2023 fiscal
year is £406,000. The defined benefit scheme was closed to
new entrants in 2006 and to future accrual in 2009.
Nature of Scheme
The Scheme targets a pension paid throughout life. The
amount of pension depends on how long employees are
active members of the scheme and their salary when they
leave the scheme (a ‘‘final salary’’ plan). The pension receives
inflation-linked increases in the years before retirement. Once
in payment, pensions either do not increase or increase in line
with inflation or a fixed rate. The Scheme was closed to future
accrual in 2009.
The Scheme is governed by a sole corporate Trustee that has
control over its operation, funding and investment strategy. The
Trustee will consult with the Company on certain matters.
44
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Annual Report & Audited Financial Statements | 2022 Funding the liabilities
UK legislation requires the Trustee to carry out valuations at least every
three years and to target full funding against a basis that prudently
reflects the Scheme’s risk exposure. The most recent valuation was
carried out as at 1 January 2020 and a shortfall of £11.3m against the
Trustee’s funding objective was identified. The Company agreed to
pay contributions of £304,500 in 2020 (2019: £125,000) to remove
the shortfall over 28 years. Contributions increased to £313,500 in
2021, £352,000 in 2022 and are scheduled at £406,000 in 2023. In
2021 an additional payment of £44,500 was made due to the Group’s
cash generation. No such payment was made in 2022.
The weighted average duration of the defined benefit obligation
is 16 years.
In addition to the assets and liabilities which are stated below,
the scheme has insured pensioner policies which have not
been included within the valuation in these financial statements.
This is because the quantum of these policies is not deemed
significant against the overall liability.
Investment strategy
Approximately 42% (2021: 36%) of the Scheme’s assets are
held in equity type assets, and 56% (2021: 63%) are held in
long term fixed interest and inflation linked securities.
The Scheme’s liabilities are calculated using a discount rate set with
reference to corporate bond yields; if Scheme assets underperform
this yield, this will increase the deficit. The Scheme holds a significant
proportion of equities, which are expected to outperform corporate
bonds in the long term while providing volatility and risk in the short
term. As the Scheme matures, the expectation is that the Trustee
would reduce the level of investment risk by investing more in assets
that better match the liabilities. In essence this would see a gradual
sale of equities and the purchase of gilts and corporate bonds.
The company is of the view that, due to the long term nature of the
Scheme’s liabilities, it is appropriate to continue with a degree of equity
investment so as to manage the Scheme’s long term liabilities efficiently.
The Trustee has derived its investment strategy, in consultation
with the company, so as to reflect the Scheme’s long term
liabilities. At the current time approximately 56% of the Scheme’s
assets are invested in long term fixed interest and inflation linked
securities of a duration that broadly matches the duration of
benefit payments. The balance is invested in a diversified portfolio
of global equity type assets. The Scheme’s investments are well
diversified, such that the failure of any single investment would not
have a material impact on the overall level of assets.
It should be noted that the Trustee has sole responsibility for setting the
investment strategy for the Scheme, albeit the Company is consulted
over any change to investment strategy. The processes used to manage
risks within the Scheme have not changed from previous periods.
Other risks
Actions taken by the local regulator, or changes to legislation,
could result in stronger local funding standards, which could
materially affect the Company’s cash flow.
There is a risk that changes in the assumptions for discount rate, price
inflation or life expectancy could result in an increase in the deficit in
the Scheme. Other assumptions used to value the defined benefit
obligation are also uncertain, although their effect is less material.
Winding up
Although currently there are no plans to do so, with the
Company’s approval, the Trustee could choose to wind up the
Scheme in which case the benefits would have to be bought
out with an insurance company. The cost of buying-out benefits
would be significantly more than the defined benefit obligation
calculated in accordance with IAS 19 (revised).
The measurement of the Company’s net defined benefit liability is
particularly sensitive to changes in certain key assumptions, which are:
Discount rate This has been selected following actuarial
Inflation
advice received, taking into account the
duration of the liabilities. An increase or
decrease in the discount rate of 0.5%
would result in a decrease or increase of
approximately £1.1m in the present value of
the defined benefit obligation.
The methodology used to derive the
assumption adopted is consistent with
discount rate methodology. An increase
or decrease in the inflation rate of 0.25%
would result in an increase or decrease of
approximately £0.4m in the present value of
the defined benefit obligation.
Mortality rates The mortality assumptions adopted are based
on actuarial advice received and reflect the
most recent information as appropriate. The
assumptions used indicate that the future
life expectancy of a male (female) pensioner
reaching age 65 in 2022 would be 21.4 (23.7)
years and the future life expectancy from age
65 for a male (female) non-pensioner member
currently aged 45 of 22.7 (25.2) years.
The increase or decrease in the present value
of the defined benefit obligation due to a
member living one year longer, or one year
less, would be approximately £0.6m.
The methods used to carry out the sensitivity analyses presented
above for the material assumptions are the same as those
the Company has used previously. The calculations alter the
relevant assumption by the amount specified, whilst assuming
that all other variables remained the same. This approach is not
necessarily realistic, since some assumptions are related: for
example, if the scenario is to show the effect if inflation is higher
than expected, it might be reasonable to expect that nominal
yields on corporate bonds will increase also. However, it enables
the reader to isolate one effect from another.
The Company’s policy is to recognise actuarial gains and
losses immediately in full each year. The Company operates
a scheme in the UK with a final salary section. A full actuarial
valuation was carried out as at 1 January 2020 and updated
to 31 December 2021 and 31 December 2022 by a qualified
independent actuary.
tc801_SLI_ReportAccounts_2022_v07.indd 45
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Annual Report & Audited Financial Statements | 2022
Notes to the Accounts (continued)
24. Pension Commitments (continued)
Reconciliation of the present value of the defined benefit obligation
Present value of defined benefit obligation at beginning of year
Settlement gain
Interest cost
Effect of changes in financial assumptions
Settlements paid
Benefits paid
Present value of defined benefit obligation at end of year
Reconciliation of fair value of scheme assets
Fair value of scheme assets at start of year
Interest income
Return on scheme assets
Contributions by the Company
Settlements paid
Benefits paid
Fair value of scheme assets at end of year
Amounts to be recognised in the balance sheet
Present value of funded obligation
Fair value of scheme assets
Net liability in balance sheet
Amounts to be recognised in the income statement
Interest on obligation
Interest income on scheme assets
Total expense
2022
£’000
25,061
-
445
(10,044)
-
(727)
14,735
2022
£’000
17,123
304
(7,809)
352
-
(727)
9,243
2022
£’000
14,735
(9,243)
5,492
2022
£’000
445
(304)
141
2021
£’000
25,182
-
361
121
-
(603)
25,061
2021
£’000
17,007
244
118
357
-
(603)
17,123
2021
£’000
25,061
(17,123)
7,938
2021
£’000
361
(244)
117
46
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Annual Report & Audited Financial Statements | 2022 Total amount recognised in the statement of consolidated income (SOCI)
Actuarial (gain)/loss
Actuarial (gain)/loss recognised in (SOCI)
Pension cost
Defined benefit scheme net interest charge
Defined contribution scheme
Scheme assets
Equities
Gilts and bonds
Total scheme assets
Expected rate of return on scheme assets
2022
£’000
(2,235)
(2,235)
2022
£’000
141
78
219
2021
%
37
63
100
2021
£’000
3
3
2021
£’000
117
69
186
2021
£’000
6,315
10,808
17,123
1.80%
2022
%
44
56
100
2022
£’000
4,081
5,162
9,243
4.95%
At 31 December 2022 the scheme assets were invested in a diversified portfolio that consisted primarily of equity and debt
securities. The fair value of the scheme assets as a percentage of total scheme assets and target allocations is set out above.
Amount of Company related investments included in fair value of assets
Company’s own financial instruments
2022
£’000
-
2021
£’000
69
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Annual Report & Audited Financial Statements | 2022
Notes to the Accounts (continued)
24. Pension Commitments (continued)
Principal actuarial assumptions at the Balance Sheet date:
The assumptions as at the reporting date are used to determine the present value of the benefit obligation at that date. The key
financial assumptions are set out below:
Discount rate
Long term rate of return on assets
RPI Inflation
CPI Inflation
Pension increases:
Non-Executive pension accrued before 1 January 1992 (0% fixed)
Non-Executive pension accrued after 1 January 1992 (RPI max 5%)
Executive pension accrued before 1 January 1992 (4% fixed)
Executive pension accrued after 1 January 1992 (RPI min 4%, 5% max)
Pre and post retirement mortality
Retiring today:
- Males
- Females
Retiring in 20 years:
- Males
- Females
Cash commutation
2022
4.95%
4.95%
3.10%
2.60%
0.00%
3.10%
4.00%
4.30%
86.4
87.7
88.7
90.2
2021
1.80%
1.80%
3.30%
2.75%
0.00%
3.30%
4.00%
4.30%
86.5
87.8
88.8
90.2
25% of
pension at
age 65 at a
rate of 13.0:1
25% of
pension at
age 65 at a
rate of 13.0:1
Mortality Assumption; Base mortality table
– Males – standard table SINMA (appropriate to the members’ years of birth)
– Females – standard table SINFA (appropriate to the members’ years of birth)
A scaling factor of 110% has been applied to the notes under the standard tables. An allowance for future improvements has been
made in line with the CMI 2016 Core Regulations assuming a long term annual note of improvement in mortality rates of 1.25% for
men and women.
Defined Contribution Scheme
The Company commenced the operation of a defined contribution scheme on 1 October 2006. Contributions payable by the
Company to the defined contribution scheme of £63,000 (2021: £55,000) have been charged to operating profit. ESE Direct
Limited also provided a defined contribution scheme in respect of certain employees. Contributions payable to that scheme of
£15,000 (2021: £15,000) have been charged to operating profit.
At 31 December 2022, unpaid pension contributions to the Slingsby scheme were £13,478 (2021: £12,023). The respective
amount for the ESE scheme was £2,769 (2021: £2,610).
48
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Annual Report & Audited Financial Statements | 2022 25. Share Capital and Reserves
Share Capital
Allotted, called up and fully paid
Ordinary shares of 25p
2022
Number
2022
£’000
2021
Number
2021
£’000
1,050,000
262
1,050,000
262
The Company has one class of Ordinary shares which carry no right to fixed income. Each carries a right to vote at general
meetings of the Company.
Reserves
The Share Premium reserve represents consideration paid in excess of the nominal value of shares allotted, net of the costs of issue.
Retained earnings represents all current and prior period retained profits and other comprehensive income.
26. Related Party Transactions
Key Management
Key management personnel comprise the Group’s Executive Directors. Their remuneration (net of employer’s national insurance
costs) is set out in note 5. The total cost including employer’s national insurance costs in respect of Dominic Slingsby would be
£125,000 (2021: £121,000) which includes £0 (2021: £0) of pension contributions and in respect of Morgan Morris £147,000 (2021:
£142,000) which includes £3,319 (2021: £3,004) of pension contributions.
There were no other transactions with key management.
Company – Transactions With Subsidiaries
Sales amounting to £1,262,844 (2021: £1,263,722) were made by HC Slingsby plc to ESE Direct Limited. HC Slingsby plc levied
management charges upon ESE Direct Limited of £180,000 in 2022 (2021: £180,000).
Purchases amounting to £nil (2021: £nil) were made by HC Slingsby plc from ESE Direct Limited.
Amounts due to ESE Direct Limited were £nil (2021: £nil) in respect of trading activities and £608,215 (2021: £608,215) in respect of
an inter-company loan. Amounts due from ESE Direct Limited in respect of trade balances were £129,406 (2021: £97,780).
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Annual Report & Audited Financial Statements | 2022
Notes to the Accounts (continued)
27. Movement in liabilities arising from financing activities
Group
Bank overdraft (note 19)
Debt financing (note 19)
Lease obligations (note 21)
Cash and cash equivalents
Net (debt)/cash
Company
Bank overdraft (note 19)
Debt financing (note 19)
Cash and cash equivalents
Net debt
At 1
January
2022
£’000
(1,653)
-
(32)
1,999
314
Cashflow
Acquisition
of Leases
At 31
December
2022
£’000
(564)
-
35
244
(285)
At 1
January
2022
£’000
(1,653)
-
121
(1,532)
£’000
£’000
-
-
(136)
-
(136)
(2,217)
-
(133)
2,243
(107)
Cashflow
At 31
December
2022
£’000
£’000
(564)
-
122
(442)
(2,217)
-
223
(1,994)
28. Post Balance Sheet Event
On 30th March 2023, Slingsby acquired certain assets of Stakrak Limited (“Stakrak”). Stakrak trades primarily through the websites
Stakrak, GasCageDirect and SecurityCagesDirect selling a range of similar and complimentary products but specialising in mesh cage
solutions. The consideration for the purchase was £0.11m funded from existing cash resources.
50
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Annual Report & Audited Financial Statements | 2022 Five Year Summary
Income Statement
Turnover
Gross profit
Operating profit before exceptional item
Exceptional item
Profit/(loss) before tax
Profit/(loss) for the financial year
2022
£’000
21,564
7,456
627
-
485
380
2021
£’000
19,824
6,645
410
530
822
567
Earnings per share – basic and diluted
36.2p
54.0p
Dividend Per Ordinary Share*:
– Interim
– Final
Cash Flow Statement
0.0p
0.0p
0.0p
0.0p
2020
£’000
21,806
7,612
1,263
-
1,109
946
92.3p
0.0p
0.0p
2019
£’000
19,568
6,743
446
2,726
2,887
2,335
2018
£’000
19,817
6,950
520
(891)
(633)
(662)
233.5p
(66.2p)
0.0p
0.0p
0.0p
0.0p
Cash (used in)/generated from operating activities
(76)
182
1,540
404
893
Balance Sheet
Net current assets
Net assets
Pension deficit (net of deferred tax asset)
Net cash/(debt) excluding leases
Cash and cash equivalents
2,861
4,319
(4,119)
26
2,243
2,475
2,263
(5,953)
346
1,999
2,142
1,208
(6,622)
275
1,781
1,044
1,671
(5,443)
(1,145)
1,278
734
223
(7,004)
(1,145)
1,458
* Dividends per ordinary share are stated in respect of the years to which they relate. This is not the same as the years in which
they are recognised in the financial statements.
tc801_SLI_ReportAccounts_2022_v07.indd 51
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Annual Report & Audited Financial Statements | 2022 Notice of Annual General Meeting
Notice is given that the seventy fifth Annual General Meeting of
H C Slingsby plc (“the Company”) will be held at HC Slingsby
plc, Otley Road, Baildon, Shipley, West Yorkshire BD17 7LW
on 15 June 2023 at 10am to consider and, if thought fit, pass
the resolutions as set out below. Resolutions 1 to 5 will be
proposed as ordinary resolutions and resolutions 6 to 8 as
special resolutions.
Ordinary resolutions:
1. To receive the Company’s annual accounts for the
financial year ended 31 December 2022 together with the
Directors’ reports and auditor’s report on those accounts.
2. To re-elect as a Director, Dominic Slingsby who retires from
the Board in accordance with the Company’s articles of
association.
3. To reappoint RSM UK Audit LLP as auditors of the Company
to hold office until the end of the next annual general meeting
at which accounts are laid before the Company.
4. To authorise the Directors of the Company to determine
the remuneration of the auditors.
5.
In substitution for any equivalent authorities and powers
granted to the Directors prior to the passing of this
resolution, to authorise the Directors of the Company
pursuant to section 551 of the Companies Act 2006 (“Act”)
to exercise all powers of the Company to allot equity
securities (as defined in section 560 of the Act):
(a) up to an aggregate nominal amount of £87,500; and
(b) comprising equity securities up to a nominal amount
of £175,000 (including within such limit any equity
securities issued under paragraph (a) above) in
connection with an offer by way of a rights issue,
open offer or otherwise:
(i)
(ii)
to holders of ordinary shares of 25 pence each
in the capital of the Company (“Ordinary Shares”)
in proportion (as nearly as may be practicable) to
their existing holdings; and
to holders of other equity securities as required
by the rights of those securities or as the
Directors otherwise consider necessary,
and so that the Directors may impose any limits or
restrictions and make any arrangements which they
consider necessary or appropriate to deal with any
treasury shares, fractional entitlements, record dates, legal,
regulatory or practical problems in, or under the laws of,
any territory or any matter.
The authority granted by this resolution shall (unless
previously revoked, varied or extended by the Company
in general meeting) expire on the conclusion of the next
Annual General Meeting of the Company after the passing
of this resolution or, if earlier, on the date falling 15 months
from the date of the passing of this resolution, save that
the Company may at any time before such expiry make
an offer or agreement which would or might require equity
securities to be allotted after such expiry and the Directors
may allot equity securities in pursuance of such an offer or
agreement as if this authority had not expired.
Special resolutions:
6. Subject to the passing of resolution 5, to authorise the
Directors to allot equity securities (as defined in section
560 of the Act) of the Company for cash under the
authority given by resolution 5 and/or where the allotment
is treated as an allotment of equity securities under section
560(2)(b) of the Act, in either case as if section 561(1) of
the Act did not apply to such allotment provided that such
authority shall be limited:
(a)
to the allotment of equity securities in connection with
an offer of equity securities (but in the case of the
authority granted under paragraph (b) of resolution 5,
by way of a rights and other pre-emptive issues):
(i)
(ii)
to the holders of the Ordinary Shares in the
capital of the Company in proportion as nearly as
practicable to their respective holdings of such
shares;
to holders of other equity securities as required
by the rights of those securities or as the
Directors otherwise consider necessary,
and so that the Directors may impose any limits or
restrictions and make any arrangements as the Directors
may otherwise consider necessary or appropriate to deal
with treasury shares, fractional entitlements, record dates,
or legal, regulatory or practical problems in, or under the
laws of, any territory or any other matter; and
(b)
in the case of the authority granted under paragraph
(a) of resolution 5 and/or in the case of any transfer
of treasury shares which is treated as an allotment of
equity securities under section 560(2)(b) of the Act, to
the allotment (otherwise than pursuant to paragraph
(a) of this resolution 6) of equity securities up to an
aggregate nominal value equal to £26,250;
provided that such power shall (unless previously renewed,
varied or revoked by the Company in general meeting)
expire on the conclusion of the next Annual General
Meeting of the Company after the passing of this resolution
or, if earlier, on the date falling 15 months from the date
of the passing of this resolution, save that the Company
may before such expiry make an offer or agreement which
would or might require equity securities to be allotted after
such expiry and the Directors may allot equity securities
in pursuance of such offer or agreement as if the power
conferred hereby had not expired.
7. Subject to the passing of resolutions 5 and 6, and in
addition to any authority granted under resolution 6 to
authorise the Directors to allot equity securities (as defined
in section 560 of the Act) of the Company for cash under
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the authority given by resolution 5 and/or where the
allotment is treated as an allotment of equity securities
under section 560(2)(b) of the Act, in either case as if
section 561(1) of the Act did not apply to such allotment
provided that such authority shall be:
(d) unless previously revoked or varied, the authority
hereby conferred shall expire 15 months after the
passing of this resolution or, if earlier, at the conclusion
of the next annual general meeting of the Company
after the passing of this resolution; and
(a)
limited to the allotment of equity securities up to an
aggregate nominal amount of £26,250; and
(e)
the Company may make a contract or contracts to
purchase Ordinary Shares under the authority hereby
conferred prior to the expiry of such authority which
will or may be executed wholly or partly after the
expiry of such authority, and may make a purchase of
Ordinary Shares in pursuance of any such contract or
contracts.
(b) used only for the purpose of financing (or refinance if
the authority is to be used within 12 months after the
original transaction) a transaction which the Directors
determine to be an acquisition or other capital
investment of a kind contemplated by the Statement
of Principles on Disapplying Pre-Emption Rights most
recently published by the Pre-Emption Group prior to
the date of this notice
provided that such power shall (unless previously renewed,
varied or revoked by the Company in general meeting)
expire on the conclusion of the next Annual General
Meeting of the Company after the passing of this resolution
or, if earlier, on the date falling 15 months from the date
of the passing of this resolution, save that the Company
may before such expiry make an offer or agreement which
would or might require equity securities to be allotted after
such expiry and the Directors may allot equity securities
in pursuance of such offer or agreement as if the power
conferred hereby had not expired.
Registered Office
HC Slingsby plc
Otley Road
Baildon
Shipley
BD17 7LW
Registered in England and Wales No.00452716
By order of the Board
8. To authorise the Company generally and unconditionally to
make one or more market purchases (within the meaning
of 693(4) of the Act) on the London Stock Exchange
plc (the “London Stock Exchange”) of Ordinary Shares
provided that:
M.L. Morris
Company Secretary
15th May 2023
(a)
(b)
(c)
the maximum aggregate number of Ordinary Shares
authorised to be purchased is 105,000 (representing
approximately 10 per cent. of the Company’s issued
share capital as at 28 April 2023);
the minimum price (exclusive of expenses) which may
be paid for such Ordinary Shares is 25 pence per
share;
the maximum price (exclusive of expenses) which
may be paid for an Ordinary Share is not more than
the higher of: (i) 5 per cent. above the average of the
middle market quotations for an Ordinary Share as
derived from the AIM Appendix of the London Stock
Exchange Daily Official List for the five business days
immediately preceding the day on which the Ordinary
Share is contracted to be purchased; and (ii) the price
stipulated by Article 3(2) of Delegated Regulation (EU)
2016/1052 of 8 March 2016 relating to the conditions
applicable to buy-back programmes and stabilisation
measures (as applicable and as amended by the
Market Abuse (Amendment) (EU Exit) Regulations
2019/310);
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Notes to the Notice of Annual General
Meeting
Entitlement to attend and vote
1. 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 close of business on 13 June 2023 (or, if the meeting
is adjourned, as at close of business 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.
Proxies
2. A shareholder is entitled to appoint another person as
his or her proxy to exercise all or any of his or her rights
to attend and to speak and vote at the meeting. A proxy
need not be a shareholder of the Company.
A shareholder 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 that shareholder. Failure to specify the number of
shares each proxy appointment relates to or specifying a
number which when taken together with the numbers of
shares set out in the other proxy appointments is in excess
of the number of shares held by the shareholder may result
in the proxy appointment being invalid.
A proxy may only be appointed in accordance with the
procedures set out in note 3 below and the notes to the
proxy form.
3. You can vote either:
•
•
by logging on to www.signalshares.com and following
the instructions;
if you are an institutional investor you may also be
able to appoint a proxy electronically via the Proxymity
platform, a process which has been agreed by the
Company and approved by the Registrar. For further
information regarding Proxymity, please go to www.
proxymity.io. Your proxy must be lodged by 10 am on
13 June 2023 in order to be considered valid or, if the
meeting is adjourned, by the time which is 48 hours
before the time of the adjourned meeting. Before you
can appoint a proxy via this process you will need
to have agreed to Proxymity’s associated terms and
conditions. It is important that you read these carefully
as you will be bound by them and they will govern the
electronic appointment of your proxy. An electronic
proxy appointment via the Proxymity platform may
be revoked completely by sending an authenticated
message via the platform instructing the removal of
your proxy vote.
•
You may request a hard copy form of proxy directly
from the registrars, Link Group (previously called
Capita),by email at shareholderenquiries@linkgroup.
co.uk or on Tel: 0371 664 0300. Calls are charged at
the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged
at the applicable international rate. Lines are open
between 09:00 – 17:30, Monday to Friday excluding
public holidays in England and Wales.
•
in the case of CREST members, by utilising the
CREST electronic proxy appointment service in
accordance with the procedures set out below.
In order for a proxy appointment to be valid a form of
proxy must be completed. In each case the form of proxy
must be received by Link Group at Central Square, 29
Wellington Street, Leeds, LS1 4DL by 10 am on 13 June
2023.
Completion of the form of proxy or appointment or a
proxy through CREST will not prevent a member from
attending and voting in person.
Any member or his proxy attending the General
Meeting has the right to ask any question at the
Annual General Meeting relating to the business of the
Annual General Meeting.
4.
If you return more than one proxy appointment, either
by paper or electronic communication, the appointment
received last by the Registrar before the latest time for the
receipt of proxies will take precedence. You are advised to
read the terms and conditions of use carefully. Electronic
communication facilities are open to all shareholders and
those who use them will not be disadvantaged.
5. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service
may do so for the Meeting (and any adjournment of the
Meeting) by using the procedures described in the CREST
Manual (available from www.euroclear.com). CREST
Personal Members or other CREST sponsored members,
and those CREST members who have appointed a 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.
6.
In order for a proxy appointment or instruction made by
means of CREST to be valid, the appropriate CREST
message (a ‘CREST Proxy Instruction’) must be properly
authenticated in accordance with Euroclear UK &
International Limited’s specifications and must contain the
information required for such instructions, as described
in the CREST Manual. The message must be transmitted
so as to be received by the issuer’s agent (ID RA10) by
10am on 13 June 2023. For this purpose, the time of
receipt will be taken to mean the time (as determined by
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the timestamp applied to the message by the CREST
application host) from which the issuer’s agent 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.
7. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that
Euroclear UK & International Limited does not make available
special procedures in CREST for any particular message.
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 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 system 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 as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation 35(5)
(a) of the Un-certificated Securities Regulations 2001.
Corporate representatives
8. 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.
Joint holders
9.
In the case of joint holders of shares, the vote of the first
named in the register of members who tenders a vote,
whether in person or by proxy, shall be accepted to the
exclusion of the votes of other joint holders.
Total voting rights
10. As at 12th May 2023 (being the latest practicable date prior
to publication of this Notice of Annual General Meeting (the
“Latest Practicable Date”), the Company’s issued share
capital consists of 1,050,000 Ordinary Shares of 25 pence
each, carrying one vote each. No Ordinary Shares are held
by the Company in treasury. Therefore, the total voting
rights in the Company as at 12th May 2023 are 1,050,000.
Explanatory Notes to Resolutions 5, 6, 7
and 8
Resolution 5 – Authority to Allot Shares
Paragraph (a) of this resolution would give the Directors the
authority to allot Ordinary Shares or grant rights to subscribe
for or convert any securities into Ordinary Shares up to an
aggregate nominal amount of £87,500 (representing 350,000
Ordinary Shares). This amount represents approximately
33.3% of the issued Ordinary Share capital of the Company as
at the ‘Latest Practicable Date’.
The Board is aware of the latest Investment Association Share
Capital Management Guidelines published in February 2023
(“IA Guidelines”), which update the previous guidance to
incorporate all fully pre-emptive offers, not just fully pre-emptive
rights issues, in respect of the authority to allot a further (one
third) of the issued share capital of the Company. Accordingly,
in line with the IA Guidelines, the Board is seeking this revised
authority in order to provide flexibility to the Company.
Paragraph (b) of this resolution would give the Board authority
to allot Ordinary Shares or grant rights to subscribe for or
convert any securities into Ordinary Shares in connection
with an offer by way of rights issue, open offer or otherwise
to existing shareholders in proportion (as nearly as may be
practicable) to their existing holdings, up to an aggregate
nominal amount of £175,000 (representing 700,000 Ordinary
Shares), as reduced by the nominal amount of any shares
issued under paragraph (a) of this resolution. This amount
(before any reduction) represents approximately 66.7% of the
issued ordinary share capital of the Company as at the Latest
Practicable Date.
The authority and power pursuant to resolution 5 will expire
on the later of 15 months from the date it is passed or the
conclusion of the Company’s next Annual General Meeting.
The Board will continue to seek to renew these authorities at
each Annual General Meeting in accordance with current best
practice. The Board has no present intention to exercise these
authorities.
Resolutions 6 and 7 – Disapplication of Pre-emption Rights
These resolutions would give the Board the authority to allot
Ordinary Shares for cash without first offering them to existing
shareholders in proportion to their existing shareholdings.
The purpose of resolution 6 is to give the Directors the
authority to allot equity securities for cash otherwise than to
existing shareholders pro rata to their holdings. Apart from
offers or invitations in proportion to the respective number of
shares held, this authority would be limited to the allotment
of equity securities for cash up to an aggregate nominal
amount of £26,250 (representing 105,000 Ordinary Shares).
This aggregate nominal amount represents 10% of the issued
Ordinary Share capital of the Company as at the Latest
Practicable Date and could be used for any purpose. This
disapplication authority is in line with institutional shareholder
guidance, and in particular, with the Pre-Emption Group’s
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Statement of Principles (the “Principles”) revised in November
2022.
The Principles allow the authority for an issue of shares for
cash otherwise than in connection with a pre-emptive offer
to be increased so that the non-pre-emptive issue of shares
represents:
(i) no more than 10% of the Company’s issued share capital,
whether or not in connection with an acquisition or
specified capital Invested (a general disapplication); and
(ii) no more than an additional 10% of the Company’s issued
share capital, provided that it is intended to be used
only in connection with the financing (or refinancing, if
the authority is to be used within 12 months after the
original transaction) of an acquisition or specified capital
investment which is announced contemporaneously with
the allotment or which has taken place in the preceding 12
month period and is disclosed in the announcement of the
issue.
Resolution 7 gives the Directors the additional authority,
as described in (ii) above, to allot equity securities for cash
without first being required to offer such shares to the existing
shareholders in proportion to their existing shareholdings. The
disapplication of pre-emption rights in respect of a further
10% of the Company’s issued share capital, in addition to
the authority proposed to be granted pursuant to resolution 6
reflects institutional shareholder guidance and the Principles.
This authority would be limited to the allotment of equity
securities for cash up to an additional aggregate nominal
amount of £26,250 (representing 105,000 Ordinary Shares).
This aggregate nominal amount represents 10% of the issued
Ordinary Share capital of the Company at the Latest Practicable
Date and could only be used for an acquisition or specified
capital investment (within the meaning of the Principles).
The authority and power pursuant to resolutions 6 and 7 will
expire on the latter of 15 months from the date the relevant
resolution is passed or the conclusion of the Company’s
next Annual General Meeting. Resolutions 6 and 7 revoke
and replace all unexercised powers previously granted to the
Directors to allot equity securities as if section 561 of the Act
did not apply, but without prejudice to any allotment of equity
securities already made or agreed to be made pursuant to such
authorities.
The Board has no present intention to exercise these
authorities.
Resolution 8 — General authority for the Company to purchase
its own Ordinary Shares
Shareholders will be asked to provide the general authority for
the Company to make market purchases on the London Stock
Exchange of its Ordinary Shares, subject to certain limitations
set out below.
The Board has no immediate plans for the Company to
make purchases of its Ordinary Shares if the proposed new
general authority becomes effective but would like to be able
to act quickly if circumstances arise in which they consider
such purchases by the Company of its Ordinary Shares to be
desirable. Accordingly, it is proposed that the Board be given
a new general authority to purchase the Company’s Ordinary
Shares on the terms contained in resolution 8 in the Notice of
Annual General Meeting.
The proposed new general authority will be limited, by the
terms of resolution 8 in the Notice of Annual General Meeting,
to purchases of up to 105,000 Ordinary Shares, representing
approximately 10 per cent. of the current issued share capital
of the Company. The minimum price per Ordinary Share
payable by the Company (exclusive of expenses) will be
25p. The maximum to be paid on the exercise of such new
general authority (exclusive of expenses) will be an amount
not exceeding the higher of (i) 5 per cent. above the average
of the middle-market quotation for Ordinary Shares as derived
from the London Stock Exchange Daily Official List for the
five business days immediately preceding the date of each
purchase, and (ii) the price stipulated by Article 3(2) of the
Commission Delegated Regulation (EU) 2016/1052 of 8
March 2016 relating to the conditions applicable to buy-back
programmes and stabilisation measures (being the higher of
the price of the last independent trade and the highest current
independent purchase bid on the trading venue where the
purchase is carried out) (as applicable and as amended by the
Market Abuse (Amendment) (EU Exit) Regulations 2019/310).
The Board will only exercise the new general authority to
purchase Ordinary Shares if it considers that such purchases
of Ordinary Shares can be expected to result in an increase in
earnings per share after such purchases and are in the best
interests of shareholders generally. The Directors would also
consider carefully the extent of the Company’s borrowings and
its general financial position. Any such purchase of Ordinary
Shares will be financed out of profits available for distribution.
The actual cash required to fund any buy-backs of Ordinary
Shares pursuant to the new general authority will be met
from existing cash resources and/or borrowing facilities.
Shareholders should note that any shares purchased by the
Company will be cancelled and not made available for reissue.
The number of shares in issue will accordingly be reduced.
The maximum number of Ordinary Shares and the permitted
price range are stated for the purpose of compliance with
statutory and London Stock Exchange requirements in seeking
the authority. This should not be taken as any representation
of the number of Ordinary Shares (if any) which the Company
might purchase, nor the terms upon which the Company
would intend to make any such purchases, nor does it imply
any opinion on the part of the Directors as to the market or
other value of the Company’s shares. In seeking this general
authority, the Board is not indicating any commitment to buy
back Ordinary Shares. Shareholders should not, therefore,
assume that any purchases will take place.
In addition, the requirements of the London Stock Exchange
prevent the Company from purchasing its own shares during
the period of two months before the announcement of its half-
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Annual Report & Audited Financial Statements | 2022 year or full-year results (or, if shorter, the period from the end of the
Company’s relevant financial period up to and including the time of
the relevant announcement), or at any other time when the directors
are in a possession of unpublished price sensitive information in
relation to the Company’s shares.
The general authority set out in resolution 8 in the Notice of Annual
General Meeting will expire fifteen months’ after the resolution is
passed or, if earlier, on the date of the next annual general meeting
of the Company. However, in order to maintain the Board’s flexibility
of action, it is envisaged that this general authority may be renewed
annually at annual general meetings of the Company.
Details of Ordinary Shares purchased pursuant to the new general
authority will be notified to the London Stock Exchange by 7.30 a.m.
on the business day following the date of dealing and to the registrar
of companies within 28 days of the date of purchase. Details will
also be included in the Company’s report and financial statements in
respect of the financial year in which any such purchases take place.
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Notes
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HC Slingsby plc
01274 535 030
01274 535 035
sales@slingsby.com
T:
F:
E:
W: www.slingsby.com
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