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www.solidstateplc.com
Solid State PLC
CONTENTS
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1
Solid State PLC
Directors:
DIRECTORS, SECRETARY AND ADVISERS
Anthony Brian Frere, Chairman
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John Michael Lavery, Director
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Director
Chief Executive Officer
Finance Director
Company Secretary and
Registered Office:
Peter Haining, FCA
Solid State PLC
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Company Number:
00771335
Nominated Adviser:
Broker:
Auditors:
Solicitors:
Bankers:
Registrars:
W H Ireland Limited
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haysmacintyre
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Lloyds Bank
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Capita Registrars Limited
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Country of Incorporation
of Parent Company:
Great Britain
Legal Form:
Public Limited Company
Domicile:
Great Britain
2
CHAIRMAN’S STATEMENT AND STRATEGIC REPORT
Solid State PLC
Highlights in the period include:
Financial:
revonruT
Profit before tax
Earnings per share (basic)
Gross profit margin
Operating margin
dnediviD
5102
m65.63£
£3.01m
34.9p
30.5%
8.4%
p0.21
4102
m90.23£
£2.15m
25.3p
29.2%
6.9%
p5.8
egnahC
%41+
+40%
+38%
+130bps
+150bps
%14+
Operational:
3yr/£34m offender tagging contract won with MoJ
Steatite awarded £1.1m funding towards R&D on next generation lithium batteries for Marine Autonomous
Systems (MAS)
Development of added value and own brand products in distribution division
Acquisition of Ginsbury displays business for £2.125m in April 2015
Commenting on the results, Tony Frere, Chairman of Solid State said:
“This is another very pleasing set of results for a year that represents a real step change in the business.
“Solid State has made a pleasing start to the new financial year with our order book remaining strong and a backlog
of £19.38m as at 31st May 2015 (31st May 2014: £15.11m).
“Over the last 13 years we have successfully acquired and integrated eight businesses. We continue to see potential
acquisition opportunities, with a number of them being as a direct result of the improving economic climate. We
will pursue this acquisitive growth strategy while at the same time seeking to enhance organic growth through
developing our export prospects and other product innovation initiatives.”
Financial Review
I am very pleased to report that the Group has performed strongly this year, delivering our fifth consecutive year of
record results.
Revenues grew by 14% to £36.56m (2014: £32.09m) despite exiting approximately £2m of very low margin
business in the year inherited from the acquisition of 2001 Electronic Components Ltd in December 2013.
The Group revenue divisional breakdown was represented by a contribution of £22.75m (62% of Group revenue)
from the manufacturing division (Steatite £19.74m and Q-Par £3.01m); with the distribution division under Solid
State Supplies contributing £13.81m (38% of Group revenue).
Margins vary depending on order size and product mix. However, in overall terms, the Group commands good
gross margins owing to the value added nature of its business. Pleasingly, Group gross margins increased to 30.5%
(2014: 29.2%).
Operating margins increased to 8.4% (2014: 6.9%), with earnings per share rising by 38% benefitting from the low
tax charge in the year. The low tax charge is principally the result of significant R&D tax credits which are unlikely
to be repeated at these levels in future years.
Profit before tax increased by 40% to £3.01m (2014: £2.15m).
The continued improvement in retained earnings meant net assets increased by 19% to £12.39m (2014: £10.41m)
with the Group’s net gearing levels falling to 20% (2014: 23%).
3
Solid State PLC
CHAIRMAN’S STATEMENT AND STRATEGIC REPORT (continued)
Dividends
We have continued our stated policy of returning to our shareholders a progressive dividend whilst ensuring we
retain a prudent level of dividend cover. Dividends were 2.89 times covered in 2015 owing to the low tax charge
(2014: 2.98 times). The Board is recommending a final dividend of 8p. An interim dividend of 4p per share was
paid on 7th January 2015 giving a total dividend for the year of 12p per share, a 41% increase on the prior year
(2014: 8.5p). The final dividend will be paid on 29th September 2015 to shareholders on the register at the close of
business on 4th September 2015. The shares will go ex-dividend on 3rd September 2015.
Business Review
The Group is focussed on the supply and support of specialist electronics equipment which include high tolerance
and tailor made battery packs, specialist electronic components, specialist antennas, industrial/rugged computers and
secure communications systems.
The market for the Group’s products and services is driven by the need for custom electronic solutions to address
complex needs, typically in harsh environments where enhanced durability and resistance to extreme and volatile
temperatures is vital. Drivers in our markets include efficiency improvement, cost saving, environmental
monitoring and safety.
Divisional Review
Steatite
Steatite is one of the leading UK suppliers of specialist electronic equipment. It designs, manufactures and supplies a
range of products and solutions that include bespoke lithium battery packs, rugged mobile computing/radio
solutions, secure communications systems, industrial computer hardware and software. Key to its strategy is the
ability to design, manufacture and test to customer requirements, and against the most stringent of standards and
qualifications, products for use in some of the most difficult and harsh environments.
Steatite has continued to build on the progress made in previous years and has performed well in the year, achieving
a 9% increase in pre-tax profits on the comparative year.
The focus on value added and niche activities continues to improve our market share, whilst additionally introducing
opportunities in new and exciting markets within the electronics industry, such as green energy and security
solutions.
Equally pleasing is the growth in our export sales. This is aided largely by a new range of communications systems
enhanced by Steatite which have unique features for the markets they serve.
The combination of new product development and new market penetration has delivered healthy organic growth,
principally through cross selling initiatives and the application of innovative processes that save our clients time and
money.
The business is well structured with a strong divisional management team in place. This has enabled us to seize
opportunities in the UK such as the Ministry of Justice contract, which is unusual for an SME, and to achieve
success in export markets for a variety of new proprietary products at higher margins.
Steatite has a tremendous platform to accelerate growth with a strong order backlog and will continue to seek
product enhancement opportunities and cost efficiencies to maintain margin and profitability.
Ministry of Justice offender tagging contract (MoJ)
Steatite was awarded a contract by the MoJ in July 2014 for an initial three year term worth an estimated £34m for
the supply and maintenance of offender tagging technology.
The development of tagging devices for the UK government is progressing well under a dedicated management
team with its own bespoke facility. The contract is progressing with expectations for a strong performance in the
second half of the year.
Beyond the initial MoJ contract, this new team is developing a range of devices for applications in the medical and
home care sectors as well as enhanced justice platforms which we expect to lead to opportunities in new market
sectors both in the UK and abroad.
4
Solid State PLC
CHAIRMAN’S STATEMENT AND STRATEGIC REPORT (continued)
Q-Par Angus Ltd (Q-Par or Steatite Antennas)
Q-Par is in the forefront of antenna design and manufacture. It excels in the research, design and manufacture of
commercial grade and bespoke microwave antennas, subsystems and associated microwave components.
Since its acquisition in 2013, the management team has been strengthened and the business continues to flourish.
Order intake has grown and pre-tax profits are up some 142% compared to the prior year. The Group as a whole
continues to benefit from good margins generated by the antenna division.
Q-Par continues to focus on research and development within key market sectors and providing a service to its
network of agents throughout the world. Further investment will be made in the year ahead with new purpose built
facilities planned, along with significant investment in test and measurement facilities that will bring benefits to the
whole Group.
Q-Par is well placed to continue its growth and to become an industry leader in antenna design and manufacture.
Solid State Supplies (Including 2001 Electronic Components Ltd)
Solid State Supplies is a distributor of specialist components to the UK OEM community; selling semiconductors,
related components and modules for embedded processing, control and communications switches, power
management units and LED lighting.
The 2014/15 financial year saw the successful completion of the integration of the 2001 Electronics business into
Solid State Supplies. The companies are now trading successfully as a single entity from the Redditch headquarters.
After adjusting for the previously reported exit from the very low margin commodity LED business, the enhanced
customer base and product ranges available have delivered organic growth of approximately 4%. This is above the
industry average for the sector (as reported by our industry association, AFDEC). Additionally, a continued focus on
gross margins has resulted in a 1.6% improvement over the previous year.
The company’s move towards a range of own-brand products continued throughout the year, with the introduction
of a number of high output LED modules enabling lighting companies with little or no experience of electronics and
thermal management to benefit directly from high power LEDs.
The value added services operation provided a useful contribution to the increase in gross margin throughout the
year and a minor capital investment resulted in the award of a £1 million contract for programmed devices from a
major UK innovator in the field of Metrology.
On 1st April 2015 Solid State Supplies acquired Signregion Limited and its subsidiary Ginsbury Electronics, a value
added distributor of displays and power products. This acquisition greatly enhances the range of products available
for sale to the existing customer base of Solid State Supplies and, in reverse, the range of embedded products
available to the customers of Ginsbury. In the short period to date, cross selling has already started with some small
but notable successes. Due to the specialist nature of the value added services at Ginsbury, it will continue to trade
as a separate entity as part of the distribution division, whilst taking advantage of access to the sales force at Solid
State Supplies.
Divisional Summary
The companies in the Solid State group have distinct characteristics in their market places. A depth of technical
understanding and a collaborative approach to client relationships have always promoted an integrated process of
product design and supply. The degree of co-operation has always been appreciated by our clients and we believe it
is of significant commercial value both to us and our customers. Solid State will continue to pursue this approach
and to extend it into new relationships where appropriate.
Our stated strategy is to supplement organic growth with selective acquisitions within the electronics industry which
will complement our existing Group companies and enable us to achieve improved operating margins through the
employment of operational efficiencies, scale and distribution.
5
Solid State PLC
CHAIRMAN’S STATEMENT AND STRATEGIC REPORT (continued)
Outlook
Solid State has made a pleasing start to the new financial year with our order book remaining strong and a backlog
of £19.38m as at 31st May 2015 (31st May 2014: £15.11m).
Over the last 13 years we have successfully acquired and integrated eight businesses. We continue to see potential
acquisition opportunities, with a number of them being as a direct result of the improving economic climate. We
will pursue this acquisitive growth strategy while at the same time seeking to enhance organic growth through
developing our export prospects and other product innovation initiatives.
Finally, I would like to thank my fellow Directors and all our staff for their continued support in delivering another
strong Group performance this year. We look forward with confidence to the year ahead.
Tony Frere
Chairman
7th July 2015
6
DIRECTORS’ REPORT
For the year ended 31st March 2015
Solid State PLC
The Directors submit their report together with the audited financial statements of the Group in respect of the year
ended 31st March 2015.
Principal Activities, Review of the Business and Future Developments
The principal activities of the Group during the year continued to be those of the manufacturing of electronic
equipment and the distribution of electronic components and materials.
The key performance indicators recognised by management are sales, bookings and group profit margins. Bookings
are sales orders received.
An overall review of the Group’s trading performance and future developments is given in the Chairman’s
Statement and Strategic Report. The Group does not comment on environmental matters.
Directors
The Directors of the Company during the year were:
A B Frere
G S Marsh
G L Comben (resigned 31.12.14)
P Haining, FCA
J M Lavery
J L Macmichael
W G Marsh (resigned 31.12.14)
Tony Frere (dob 15/10/1947), Chairman
Tony Frere has been in the Electronics Industry for 40 years, 30 of which serving the component distribution sector.
Former directorships include Managing Director of DT Electronics and Nu Horizons Electronics. Currently sitting
on the executive council of the ECSN (the electronic component supply network trade association), and in 2013 was
appointed as Deputy Chairman, and was appointed as chairman in April 2014.
Gary Marsh, (dob 27/04/1966), Chief Executive Officer
Gary Marsh joined the Company in 1986 having gained an HND in Business and Finance Studies. He has held
various positions within the Group including that of Operations Director of Solid State Supplies prior to his
appointment as its Managing Director in 1997. In addition to this role, Gary Marsh was appointed Group Managing
Director in 2002 following the acquisition of Steatite. In 2011 following the acquisition of Rugged Systems Ltd he
was appointed Chief Executive Officer of the Group.
Peter Haining FCA, (dob 05/09/1956), Finance Director and Company Secretary
Peter Haining qualified as a chartered accountant in 1980 and later worked at Binder Hamlyn. He left Binder
Hamlyn in 1992, together with three colleagues, to establish The Kings Mill Partnership. As well as fulfilling a role
as Finance Director and Company Secretary, Peter Haining has specific responsibility for reviewing and advising on
the Group’s budgets and financial affairs.
John Lavery, (dob 06/05/1961), Director
John Lavery is an apprenticed trained engineer in Electronics Communications. He moved into Sales in the 1980’s
with Steatite before being appointed to The Board of Directors at the age of 28. He has held positions of Director of
Sales and Marketing after a years training with the Institute of Directors for Corporate Governance, before being
appointed Managing Director of Steatite in 1999. He presently runs the operations of Steatite Limited. and Q-Par
Angus Limited. on behalf of Solid State plc.
7
Solid State PLC
DIRECTORS’ REPORT
For the year ended 31st March 2015 (continued)
John Macmichael, (dob 20/04/1961), Director
John Macmichael is an electronics and communications graduate whose career has encompassed design and
development through applications engineering, sales, sales management and general business management. John has
gained extensive management experience of multiple sales channels with distributors and OEMs both here in the
UK and worldwide through his international sales management role whilst living in the USA. Formerly managing
director of Breckenridge Technologies Limited John joined Solid State Supplies Limited in 2006 before being
appointed managing director in April 2011. He presently runs the operations of Solid State Supplies Limited on
behalf of Solid State PLC.
Details of the interests of Directors in the shares of the Company and Directors’ service contracts are stated in Note
5 to the financial statements.
Corporate Governance
The Board confirms that the Group has had regard, throughout the accounting period, with the provisions set out in
the UK Corporate Governance Code which was issued by the Financial Reporting Council in September 2014.
Whilst not required to do so, as a matter of best practice, the Directors have voluntarily endeavoured to comply with
those provisions which they consider to be relevant to a company of this size.
The audit committee consists of A B Frere who acts to ensure that the financial performance of the Group is
properly recorded and monitored, to meet the auditors and to review the reports from the auditors relating to
accounts and internal control systems.
The remuneration committee consists of A B Frere. The purpose of the committee is to review the performance of
the full time executive Directors and to set the scale and structure of their remuneration and the basis of their service
agreements with due regard to the interests of the shareholders. It is a rule of the committee that no Director shall
participate in discussions or decisions concerning his own remuneration.
Board of Directors
The Board consists of four executive Directors and one Non-executive Director and meets regularly throughout the
year.
The Board comprises the executive management of the Group and thus maintains full control over its activities.
Decisions are accordingly taken quickly and effectively following consultation among the Directors concerned if
any matters arise. The Board takes the view that this direct but flexible approach has enabled the Group to deal
effectively with all matters.
Going Concern
The Directors confirm that they are satisfied that the Group has adequate resources to continue in business for the
foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the accounts.
Purchase of Own Shares
At the year end the Company had in place authority to purchase up to 15% of the issued ordinary shares under
authority given by a resolution at the Annual General Meeting on 20th August 2014.This authority expires on 20th
February 2016.
Financial Instruments
Details of the use of financial instruments by the Company and its subsidiaries are contained in Note 19 of the
financial statements.
Post Balance Sheet Event
On 1st April 2015 the Group acquired 100% of the ordinary shares in Signregion Limited and its wholly owned
subsidiary Ginsbury Electronics Limited for a cash consideration of £2.125m subject to a net asset adjustment once
completion accounts have been finalised. This investment will be incuded in the Group’s balance sheet at its fair
value at the date of acquisition. Ginsbury Electronics specialises in the supply of high quality display components,
monitors panels, signage and power components to the commercial, retail, industrial and military markets
throughout the UK and Europe.
Further details of this acquisition are stated in Note 28 to the financial statements.
8
Solid State PLC
DIRECTORS’ REPORT
For the year ended 31st March 2015 (continued)
Internal Control
In respect of internal controls, the Directors are continually reviewing the effectiveness of the systems of internal
controls, the key elements of which having regard to the size of the Group are that the Board meets regularly and
takes the decisions on all material matters, the organisational structure ensures that responsibilities are defined and
authority only delegated where appropriate, and that the regular management accounts are presented to the Board
wherein the financial performance of the Group is analysed.
The Directors acknowledge that they are responsible for the system of internal control which is established in order
to safeguard the assets, maintain proper accounting records and ensure that financial information used within the
business or published is reliable. Any such system of control can, however, only provide reasonable, not absolute,
assurance against material misstatement or loss.
Statement of Directors’ Responsibilities
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Group and Company to enable them to ensure that the financial statements comply with the Companies Act 2006
and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the group and hence for
taking reasonable steps for the prevention and detection of fraud and other irregularities. In addition, the Directors
are responsible the maintenance and integrity of the corporate and financial information included in the Company’s
website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
The Directors, as listed, are also responsible for preparing the Strategic Report, Directors’ Report and financial
statements for the Group in accordance with International Financial Reporting Standards as adopted by the European
Union (IFRSs) and the rules of the London Stock Exchange for companies trading securities on the Alternative
Investment Market. The Directors have chosen to prepare financial statements for the Company in accordance with
UK Generally Accepted Accounting Practice.
Group Financial Statements
Under company law the directors must not approve the financial statements unless they are satisfied that they
present fairly the financial position, financial performance and cash flows of the Group for that period.
In preparing the financial statements the Directors are required to:
select suitable accounting policies in accordance with IAS 8 Accounting Policies, changes in Accounting
Estimates and Errors and then apply them consistently.
present information, including accounting policies, in a manner that provides relevant, reliable, comparable
and understandable information; and
provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to
enable users to understand the impact of particular transactions, other events and conditions on the entity’s
financial position and financial performance, and
state that the group has complied with IFRS, subject to any material departures disclosed and explained in
the financial statements.
Parent company financial statements
Company law requires directors to prepare financial statements for each financial year which give a true and fair
view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these
financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently.
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
company will continue in business.
make judgements and accounting estimates that are reasonable and prudent.
9
Solid State PLC
DIRECTORS’ REPORT
For the year ended 31st March 2015 (continued)
Financial statements are published on the Group’s website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial statements, which may vary from legislation in other
jurisdictions. The maintenance and integrity of the corporate and financial information group’s website is the
responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the financial
statements contained therein. The work carried out by the auditors does not include consideration of the maintenance
and the integrity of the website and accordingly the auditor accepts no responsibility for any changes that have
occurred to the financial statements when they are presented on the website.
Renewal of authority to purchase the Company’s shares and authorities to issue shares
Last year, a resolution was passed at the Annual General Meeting to give the Company the authority to purchase its
own Ordinary shares on the Stock Exchange. This authority would expire after a period of eighteen months from
the passing of the resolution. In order to avoid this authority expiring during the next year and the need to call an
extraordinary general meeting to renew the authority, a resolution to renew the authority is set out in the notice of
the Annual General Meeting at the end of this document.
Under the terms of the resolution to be proposed at the Annual General Meeting, the maximum number of shares
which may be purchased is 1,249,741 shares representing 15% of the issued Ordinary share capital of the Company.
The minimum price payable by the Company for its Ordinary shares will be 5p and the maximum price will be
determined by reference to current market prices. The authority will automatically expire after a period of eighteen
months from the passing of the resolution unless renewed.
It is not the Directors’ current intention to exercise the power to purchase the Company’s Ordinary shares but they
believe that under certain circumstances it would be in the Company’s best interests to do so.
Resolutions are also being proposed at the Annual General Meeting with regard to the issue of further shares. One
resolution will authorise the company to issue new shares up to a third of the current issued share capital by way of a
rights issue and the second resolution will authorise the company to issue new shares up to 20% of the current issued
share capital without rights of pre-emption for existing shareholders, and to the extent that new shares are issued
under the second resolution the limit on the first resolution will be reduced such that the total number of new shares
issued cannot exceed one third of the current share capital.
Your Directors consider that the resolutions to be proposed at the meeting are in the best interests of the Company
and its shareholders. They unanimously recommend that all Ordinary shareholders vote in favour of the resolution
at the Annual General Meeting as they intend to do in respect of their beneficial holdings amounting to 722,364
Ordinary shares, representing 8.7% of the Company’s issued Ordinary share capital.
Auditors
Each of the persons who are Directors at the time when this Directors’ Report is approved has confirmed that:
so far as that Director is aware , there is no relevant audit information of which the company’s auditors are
unaware, and
that Director has taken all steps that ought to have been taken as a Director in order to be aware of any
information needed by the auditors in connection with preparing their report and to establish that the
company’s auditors are aware of that information.
A resolution to reappoint haysmacintyre as auditors will be proposed at the next annual general meeting.
By order of the Board
P Haining FCA
Secretary
7th July 2015
Registered Office: 2 Ravensbank Business Park, Hedera Road, Redditch, B98 9EY
10
REPORT OF THE INDEPENDENT AUDITORS
TO THE SHAREHOLDERS OF SOLID STATE PLC
Solid State PLC
We have audited the financial statements of Solid State PLC for the year ended 31st March 2015 which comprise the
Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity, the
Consolidated Statement of Financial Position, the Consolidated Statement of Cash Flows, the Company Balance
Sheet and the related notes. The financial reporting framework that has been applied in the preparation of the group
financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the
European Union. The financial reporting framework that has been applied in the preparation of the parent company
financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom GAAP).
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those
matters we are required to state to them in an Auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Directors’ Responsibilities Statement set out on pages 9 and 10, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law
and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing
Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s
website at www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion:
the financial statements give a true and fair view of the state of the group’s and of the parent company’s
affairs as at 31 March 2015 and the group’s profit for the year then ended;
the group financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union;
the parent company financial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the Companies Act
2006 and Article 4 of the IAS Regulations as it regards the Group financial statements.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report and the Strategic Report for the financial year for
which the financial statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to
you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit
have not been received from branches visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
George Crowther (Senior statutory auditor)
for and on behalf of haysmacintyre, Statutory Auditor
7th July 2015
26 Red Lion Square
London WC1R 4AG
11
Solid State PLC
Notes
REPORT OF THE INDEPENDENT AUDITORS
TO THE SHAREHOLDERS OF SOLID STATE PLC (continued)
1. The maintenance and integrity of the group’s website is the responsibility of the directors, the work carried
out by the auditors does not involve consideration of those matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred to the financial statements since they were initially
presented on the website.
2. Legislation in the United Kingdom governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
12
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31st March 2015
Solid State PLC
euneveR
selas fo tsoC
TIFORP SSORG
stsoc noitubirtsiD
sesnepxe evitartsinimdA
SNOITAREPO MORF TIFORP
stsoc ecnaniF
NOITAXAT EROFEB TIFORP
esnepxe xaT
YTIUQE OT ELBATUBIRTTA TIFORP
TNERAP EHT FO SREDLOH
OTHER COMPREHENSIVE INCOME
Translation differences on overseas operations
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
setoN
2
3
6
7
2015
£
772,955,63
)596,593,52(
_________
285,361,11
)138,004,3(
)106,007,4(
_________
2014
£
234,580,23
)936,827,22(
_________
397,653,9
)505,348,2(
)356,782,4(
_________
051,260,3
536,522,2
)114,84(
_________
)629,17(
_________
937,310,3
907,351,2
)230,221(
_________
)046,772(
_________
707,198,2
_________
960,678,1
_________
-
_________
-
_________
2,891,707
_________
1,876,069
_________
ERAHS REP SGNINRAE
cisaB
detuliD
8
8
p9.43
p9.33
p3.52
p2.52
The notes on pages 18 to 48 form part of these financial statements.
13
Solid State PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31st March 2015
erahS
latipaC
erahS
latipaC
deniateR noitpmedeR muimerP
evreseR
sgninraE evreseR
dleh serahS
yrusaerT ni
latoT
Balance at 31st March 2013
348,602
1,073,404
4,674
4,854,353
-
6,281,033
Total comprehensive income
For the year ended 31st March 2014
-
-
Issue of new shares
62,934
2,555,344
Share based payment expense
sdnediviD
-
-
-
-
-
-
-
-
1,876,069
-
235,056
)333,306(
-
-
-
-
1,876,069
2,618,278
235,056
)333,306(
Balance at 31st March 2014
411,536
3,628,748
4,674
6,362,145
- 10,407,103
_______
________
_______
________
_______
________
Total comprehensive income
For the year ended 31st March 2015
serahs wen fo eussI
Share based payment expense
sdnediviD
Repurchase of own shares into treasury
-
440,5
-
-
-
-
-
-
-
-
-
-
-
-
-
2,891,707
-
210,653
)004,018(
-
-
-
-
2,891,707
440,5
210,653
)004,018(
-
(313,073)
(313,073)
_______
________
_______
________
_________ _______
Balance at 31st March 2015
416,580
_______
3,628,748
________
4,674
_______
8,654,105
________
(313,073) 12,391,034
_________ _______
The notes on pages 18 to 48 form part of these financial statements.
14
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 31st March 2015
setoN
£
£
£
£
2015
2014
Solid State PLC
Company Number: 00771335
STESSA
STESSA TNERRUC-NON
tnempiuqe dna tnalp ,ytreporP
stessa elbignatnI
TOTAL NON-CURRENT ASSETS
STESSA TNERRUC
seirotnevnI
selbaviecer rehto dna edarT
elbaviecer xat noitaroproC
stnelaviuqe hsac dna hsaC
STESSA TNERRUC LATOT
STESSA LATOT
SEITILIBAIL
SEITILIBAIL TNERRUC
tfardrevo knaB
selbayap rehto dna edarT
sgniworrob knaB
seitilibail xat noitaroproC
TOTAL CURRENT LIABILITIES
NON CURRENT LIABILITIES
selbayap rehto dna edarT
ytilibail xat derrefeD
seitilibail rof noisivorP
TOTAL NON-CURRENT LIABILITIES
SEITILIBAIL LATOT
STESSA TEN LATOT
01
11
41
51
61
71
81
02
12
110,342,1
392,004,5
________
6,643,304
684,950,1
005,539,4
________
5,994,986
265,104,5
746,378,8
244,921
325,737,1
________
095,475,4
951,834,01
587,54
104,586
________
471,241,61
_________
874,587,22
_________
539,347,51
_________
129,837,12
_________
799,002,4
025,338,5
-
578,4
________
917,498,1
299,984,7
857,341,1
699,793
________
10,039,392
10,926,465
615,8
635,643
-
________
962,11
480,422
000,071
________
355,052
_________
444,493,01
_________
430,193,21
________
085,614
847,826,3
476,4
501,456,8
)370,313(
________
405,353
_________
818,133,11
_________
301,704,01
________
635,114
847,826,3
476,4
541,263,6
-
________
CAPITAL AND RESERVES ATTRIBUTABLE TO EQUITY
TNERAP EHT FO SREDLOH
latipac erahS
evreser muimerp erahS
evreser noitpmeder latipaC
sgninrae deniateR
yrusaert ni dleh serahS
22
32
32
32
42
YTIUQE LATOT
301,704,01
________
The financial statements were approved by the Board of Directors and authorised for issue on 7th July 2015 and were
signed on its behalf by:
430,193,21
________
G S Marsh, Director
P Haining, Director
The notes on pages 18 to 48 form part of these financial statements.
15
Solid State PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31st March 2015
SEITIVITCA GNITAREPO
noitaxat erofeb tiforP
Adjustments for:
noitaicerpeD
noitasitromA
Loss on disposal of property, plant and equipment
esnepxe tnemyap desab erahS
stsoc ecnaniF
segnahc erofeb snoitarepo morf tiforP
snoisivorp dna latipac gnikrow ni
seirotnevni ni )esaercnI(
Decrease/(increase) in trade and other receivables
(Decrease)/increase in trade and other payables
snoisivorp ni esaercni/)esaerceD(
snoitarepo morf detareneg hsaC
diap sexat emocnI
derevocer sexat emocnI
seitivitca gnitarepo morf wolf hsaC
SEITIVITCA GNITSEVNI
Purchase of property, plant and equipment
erawtfos retupmoc fo esahcruP
Proceeds of sales from property, plant and equipment
Consideration paid on acquisition of subsidiaries
Cash with subsidiaries over which control
deniatbo neeb sah
Expenditure on development costs
SEITIVITCA GNICNANIF
serahs yranidro fo eussI
Invoice discounting finance (net movement)
diap tseretnI
Dividend paid to equity shareholders
Purchase of own shares for holding in treasury
(DECREASE)/INCREASE IN CASH AND CASH
STNELAVIUQE
2015
2014
£
£
£
£
907,351,2
784,342
091,501
1,593
650,532
629,17
________
169,018,2
)471,795(
________
787,312,2
)014,161(
________
773,250,2
937,310,3
716,792
859,591
5,676
356,012
114,84
_______
450,277,3
)279,628(
1,564,512
(1,659,225)
)000,071(
________
)038,226(
(1,197,887)
1,053,543
000,071
________
)586,190,1(
________
963,086,2
)341,225(
587,54
_______
)037,981(
023,82
_______
)853,674(
________
110,402,2
(524,918)
)036,751(
38,100
-
-
(503,121)
_______
(403,487)
)527,7(
98,152
(2,974,029)
490,156
-
_______
)965,741,1(
________
)599,536,2(
_______
244,650,1
)816,385(
440,5
(1,143,758)
)114,84(
(810,400)
(313,073)
_______
872,816,2
(1,169,746)
)629,17(
(603,333)
-
_______
)895,013,2(
________
)651,452,1(
________
372,377
_______
556,981
_______
The notes on pages 18 to 48 form part of these financial statements.
16
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31st March 2015 (continued)
Cash and cash equivalents comprise:
Solid State PLC
2015
£
2014
£
stnelaviuqe hsac dna hsac ni esaercni/)esaerced( teN
)651,452,1(
556,981
raey fo gninnigeb ta stnelaviuqe hsac dna hsaC
raey fo dne ta stnelaviuqe hsac dna hsaC
There were no significant non-cash transactions.
dnamed no elbaliava hsaC
stfardrevO
)813,902,1(
________
)379,893,1(
________
)474,364,2(
________
)813,902,1(
________
2015
£
2014
£
325,737,1
)799,002,4(
________
104,586
)917,498,1(
________
)474,364,2(
________
)813,902,1(
________
17
Solid State PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015
1.
ACCOUNTING POLICIES AND CRITICAL ACCOUNTING JUDGEMENTS
The principal accounting policies adopted in the preparation of the financial statements are set out below.
The policies have been consistently applied to all the years presented, unless otherwise stated.
These financial statements have been prepared in accordance with International Financial Reporting
Standards, International Accounting Standards and Interpretations issued by the International Accounting
Standards Board as adopted by the European Union (“IFRSs”) and with those parts of the Companies Act
2006 applicable to companies preparing their accounts under IFRSs. The consolidated financial statements
have been prepared under the historical cost convention.
As allowed by IFRS 1, we have elected not to apply IFRS retrospectively for business combinations
computed prior to 1st April 2006 and have used the carrying value of goodwill resulting from business
combinations occurring before the date of transition as deemed costs, subjecting this to impairment reviews
at the date of transition (1st April 2006) and at the end of each financial year thereafter.
Basis of Consolidation
Where the company has the power, either directly or indirectly, to govern the financial and operating policies
of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The
consolidated financial statements present the results of the company and its subsidiaries (“the Group”) as if
they formed a single entity. Intercompany transactions and balances between Group companies are therefore
eliminated in full.
Business Combinations
The consolidated financial statements incorporate the results of business combinations using the purchase
method other than disclosed above. In the consolidated balance sheet, the acquiree’s identifiable assets,
liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The
results of acquired operations are included in the consolidated statement of comprehensive income from the
date on which control is obtained.
Goodwill
Goodwill represents the excess of the cost of a business combination over the interest in the fair value of
identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair value of assets
given, liabilities assumed and equity instruments issued.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the
statement of comprehensive income.
Any gains on acquisition are recognised in the statement of comprehensive income on the date of acquisition.
Impairment tests on goodwill are undertaken annually at 31st March as it is not amortised.
Impairment of non-financial assets
Impairment tests on goodwill are undertaken annually on 31st March, and on other non-financial assets
whenever events or changes in circumstances indicate that their carrying value may not be reasonable. Where
the carrying value of an asset exceeds its recoverable amount (ie the higher of value in use and fair value less
costs to sell), the asset is written down accordingly.
Impairment charges are included in the administrative expenses line item in the consolidated statement of
comprehensive income, except to the extent that they reverse gains previously recognised in the consolidated
statement of recognised income and expense. An impairment loss recognised for goodwill is not reversed.
18
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
Solid State PLC
1.
ACCOUNTING POLICIES AND CRITICAL ACCOUNTING JUDGEMENTS (continued)
Intangible Assets (other than goodwill)
Intangible assets are recognised on business combinations if they are separable from the acquired entity or arise
from other contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate
valuation techniques.
Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight line
basis over their useful economic lives. Cost includes all directly attributable costs of acquisition. The
amortisation expense is included within the administration expense line in the consolidated statement of
comprehensive income. Software is amortised over its useful economic life of 5 years and other intangible assets
over their useful economic life of 10 years.
Intangible assets are subject to impairment tests whenever events or changes in circumstances indicate that their
carrying value may not be recoverable.
Revenue
Revenue represents sales to external customers at invoiced amounts less value added tax or local taxes on sales.
Revenue is recognised when the risks and rewards of owning the goods has passed to the customer which is
generally on collection. For goods that are subject to bill and hold arrangements this means:
the goods are complete and ready for collection;
the goods are separately identified from the Group’s other stock and are not used to fulfil any other orders;
•
•
• and the customer has specifically requested that the goods be held pending collection.
Normal payment terms apply to the bill and hold arrangements.
In the case of mobilisation contracts with defined milestones, revenue and related costs are recognised once the
attainment of a particular milestone has been agreed with the customer. Retentions which are contingent on
future events are only recognised when the customer has agreed that those future criteria have been met and the
retention is thus payable.
Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost
includes directly attributable costs.
Depreciation is provided on all items of property, plant and equipment to write off the carrying value of items
over their expected useful economic lives. It is applied at the following rates:
Short leasehold property improvements- straight line over minimum life of lease
Fittings and equipment- 25% per annum on a reducing balance basis
Computers- 20% per annum on a straight line basis
Motor vehicles- 25% per annum on a reducing balance basis
Depreciation is provided on all UN licences to write off the carrying value of each licence over its expected
useful life, which is generally 10 years from its original grant.
Leased assets
Where substantially all of the risks and rewards incidental to ownership are retained by the lessor (an “operating
lease”), the total rentals payable under the lease are charged to the statement of comprehensive income on a
straight-line basis over the lease term.
Where substantially all the risks and rewards of ownership have passed to the Group (a “ finance lease “) the
assets are capitalised as tangible fixed assets and are depreciated over the shorter of the lease term and their
useful lives. The capital elements of future obligations under the leases are included as liabilities in the
consolidated statement of financial position. The interest element of the rental obligation is charged to the
consolidated statement of comprehensive income over the period of the lease and represents a constant
proportion of the balance of the capital outstanding. Assets held under hire purchase agreements are treated as
assets held under finance leases for accounting purposes.
The land and buildings elements of property leases are considered separately for the purposes of lease
classification.
19
Solid State PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
1.
ACCOUNTING POLICIES AND CRITICAL ACCOUNTING JUDGEMENTS (continued)
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on the cost of purchase on a first
in, first out basis. Work in progress and finished goods include labour and attributable overheads. Net realisable
value is based on estimated selling price less any additional costs to completion and disposal.
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance
sheet differs from its tax base, except for differences arising on:
the initial recognition of goodwill
the initial recognition of an asset or liability in a transaction which is not a business combination and at
the time of the transaction affects neither accounting nor taxable profit: and
investments in subsidiaries and jointly controlled entities where the Group is able to control the timing
of the reversal of the difference and it is probable the difference will not reverse in the foreseeable
future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be
available against which the differences can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted
by the balance sheet date and are expected to apply when the deferred tax liabilities/(assets) are
settled/(recovered)
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax
assets and liabilities, and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Pensions
The pension schemes operated by the Group are defined contribution schemes. The pension cost charge
represents the contributions payable by the Group.
Foreign currency
Transactions entered into by Group entities in a currency other than the currency of the primary economic
environment in which it operates are recorded at the rates ruling when the transactions occur. Foreign currency
monetary assets and liabilities are retranslated at the rates ruling at the balance sheet date. Exchange differences
arising are recognised in the statement of comprehensive income.
On consolidation, the statement of financial position of overseas operations are translated into sterling at rates
approximating to those ruling at the statement of financial position date. Exchange differences arising on
retranslation of the net assets and results of the overseas operations are recognised directly in the “foreign
exchange reserve”.
Research and development costs
Expenditure on internally developed products is capitalised if it can be demonstrated that:
it is technically feasible to develop the product for it to be available for use or sold;
adequate technical, financial and other resources are available to complete the development;
there is an intention to complete and sell or use the product;
there is an ability for the Group to sell the product;
sale of the product will generate future economic benefits; and
expenditure on the project can be measured reliably.
Capitalised development costs are amortised over the periods the Group expects to benefit from selling the
products developed. The amortisation expense is included within the cost of sales line in the statement of
comprehensive income.
Development expenditure not satisfying the above criteria and expenditure on the research phase of internal
projects are recognised in the statement of comprehensive income as incurred.
20
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
Solid State PLC
1.
ACCOUNTING POLICIES AND CRITICAL ACCOUNTING JUDGEMENTS (continued)
Dividends
Equity dividends are recognised when they become legally payable. Interim dividends are recognised when paid.
Final dividends are recognised when approved by the shareholders at an annual general meeting.
Financial assets
The Group classifies its assets into one of the following categories, depending on the purpose for which the asset
was acquired. The Group’s accounting policy for each category is as follows:
Fair value through profit or loss: This category comprises only in-the-money derivatives. They are carried in the
statement of financial position at fair value with changes in fair value recognised in the statement of
comprehensive income. Other than derivatives, the Group does not have any assets held for trading nor does it
voluntarily classify any financial assets as being at fair value through the profit and loss account
Loans and receivables: These assets are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. They arise principally through the provision of goods and services to
customers (trade receivables), but also incorporate other types of contractual monetary asset. They are initially
recognised at fair value plus transaction costs that are directly attributable to the acquisition or issue and
subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
The effect of discounting on these financial instruments is not considered to be material.
Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties
on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect
all the amounts due under the terms receivable, the amount of such a provision being the difference between the
net carrying amount and the present value of the future expected cash flows associated with the impaired
receivable. For trade receivables, such provisions are recorded in a separate allowance account with the loss
being recognised within administrative expenses in the income statement. On confirmation that the trade
receivable will not be collectable, the gross carrying value of the asset is written off against the associated
provision.
Financial liabilities
The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the
liability was acquired. Other than financial liabilities in a qualifying hedging relationship (see below), the
Group’s accounting policy for each category is as follows:
Fair value through the profit and loss: This category comprises only out-of-money derivatives. They are carried
in the statement of financial position at fair value with changes in fair value recognised in the statement of
comprehensive income.
Other financial liabilities: Other financial liabilities include the following items:
Trade payables and other short term monetary liabilities, which are recognised at amortised cost.
Bank borrowings are initially recognised at the amount advanced net of any transaction costs directly
attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at
amortised cost using the effective interest rate method, which ensures that any interest expense over the
period to repayment is at a constant rate on the balance of liability carried in the statement of financial
position “Interest expense” in this context includes initial transaction costs and premia payable on
redemption, as well as any interest while the liability is outstanding.
Treasury Shares
Shares in Solid State PLC purchased for holding in treasury are held at cost as a separate negative reserve in the
capital section of the consolidated statement of financial position. Any dividends paid in relation to these shares
are cancelled.
21
Solid State PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
1.
ACCOUNTING POLICIES AND CRITICAL ACCOUNTING JUDGEMENTS (continued)
Shared based payment
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the
consolidated statement of comprehensive income over the vesting period. Non-market vesting conditions are
taken into account by adjusting the number of equity instruments expected to vest at each statement of financial
position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the
number of options that eventually vest. Market vesting conditions are factored into the fair value of options
granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market
vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting
condition.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the
options, measured immediately before and after the modification, is also charged to the statement of
comprehensive income over the remaining vesting period.
Standards and amendments and interpretations to published standards not yet effective
Certain new standards, amendments and interpretations to existing standards have been published that are
mandatory for the group’s accounting periods beginning on or after 1st April 2015 or later periods and which the
group has decided not to adopt early are:
IFRS 9 Financial Instruments (effective for accounting periods beginning or after 1st January 2018).
Amendments to IFRS 10 Consolidated Financial Statements (effective for accounting periods beginning on
or after 1st January 2016)
IFRS 15 Revenue from Contracts with Customers (effective for accounting periods beginning on or after 1st
January 2017)
Amendments to IAS 16 Property, Plant and Equipment (effective for accounting periods beginning on or
after 1st January 2016)
Amendments to IAS 34 Interim Financial Reporting (effective for accounting periods beginning on or after
1st January 2016)
Amendments to IAS 38 Intangible Assets (effective for accounting periods beginning on or after 1st January
2016)
The implementation of these standards is not expected to have any material effect on the Group’s financial
statements.
2.
REVENUE
Revenue arises from:
sdoog fo elaS
secivres fo noisivorP
2015
£
2014
£
832,884,63
930,17
_________
431,879,13
892,701
_________
772,955,63
_________
234,580,23
_________
22
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
Solid State PLC
3.
PROFIT FROM OPERATIONS
This has been arrived at after charging/(crediting):
)4 eton ees( stsoc ffatS
)stsoc ffats ni dedulcni( stsoc noitanimret tnemyolpmE
tnempiuqe dna tnalp ,ytreporp fo noitaicerpeD
Amortisation of computer software and other intangible assets
tnempiuqe dna tnalp ,ytreporp fo lasopsid no ssoL
:noitarenumer ’srotiduA
seef tiduA
Audit of accounts of associates of the company pursuant to legislation
secivres yrosivda noitaxat :seef tidua noN
secivres yrosivda rehto:
:services relating to corporate finance transactions
:slatner esael gnitarepO
yrenihcam dna tnalP
rehtO
stsoc tnempoleved dna hcraeseR
secnereffid egnahcxe ngieroF
snwod etirw kcotS
2015
£
916,587,5
829,33
716,792
195,958
676,5
057,2
51,000
005,2
005,4
-
593,87
947,192
691,634
)853,971(
000,432
_______
2014
£
074,363,5
454,601
784,342
105,190
395,1
000,6
52,250
056,5
-
22,850
483,16
105,722
798,484
312,34
000,372
_______
The foreign exchange differences have been treated as an adjustment to cost of sales rather than as an overhead.
Details of transactions with businesses associated with the Directors are given in Note 5.
4.
STAFF COSTS
Staff costs for all employees during the year, including the executive Directors, were as follows:
seiralas dna segaW
stsoc ytiruces laicoS
stsoc noisnep rehtO
2015
£
227,240,5
250,975
548,361
________
916,587,5
________
2014
£
095,957,4
256,845
822,55
________
074,363,5
________
Wages and salaries include termination costs of £33,928 (2014: £106,454)
The average monthly number of employees during the year, including the three executive Directors, was as
follows:
noitubirtsid dna gnilleS
gnirutcafunaM
noitartsinimda dna tnemeganaM
23
2015
Number
2014
Number
94
54
25
___
641
___
63
94
35
___
831
___
Solid State PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
5.
DIRECTORS’ EMOLUMENTS, INTERESTS AND SERVICES CONTRACTS
The value of all elements of remuneration received by each Director in the year was as follows:
Salary/
Fees
£
Bonuses
£
Benefits
in kind
£
Total
emoluments
£
Pension
contributions
£
Total
£
31st March 2015
W G Marsh (to 31/12/14)
G S Marsh
J M Lavery
J L Macmichael
P Haining
G
31/12/14)
A B Frere
Comben
L
(to
Total
31st March 2014
W G Marsh
G S Marsh
J M Lavery
J L Macmichael
P Haining
G L Comben
A B Frere
Total
19,000
154,000
143,000
114,000
60,000
19,000
-
-
-
-
-
-
15,000
30,000
30,000
21,000
-
6,000
12,000
______
-
______
-
______
521,000
______
-
______
102,000
______
34,000
184,000
173,000
135,000
60,000
25,000
12,000
______
623,000
______
50,000
162,000
150,000
120,000
60,000
50,000
12,000
______
-
30,000
70,000
-
-
-
-
______
20,000
25,000
21,000
19,000
-
14,000
-
______
604,000
______
100,000
______
99,000
______
70,000
217,000
241,000
139,000
60,000
64,000
12,000
______
803,000
______
-
34,000
7,000 191,000
9,000 182,000
7,000 142,000
60,000
25,000
-
-
-
______
12,000
______
23,000
______
646,000
______
-
70,000
1,000 218,000
8,000 249,000
3,000 142,000
60,000
64,000
12,000
______
-
-
-
______
12,000
______
815,000
______
The principal benefits in kind relate to the provision of company cars.
In addition to the above, fees totalling £51,400 (2014: £40,518) arose during the year in respect of accountancy
services provided by The Kings Mill Practice, a firm of which P Haining is the proprietor. A balance of £18,366
(2014: £7,440) was due to The Kings Mill Practice at 31st March 2015.
Fees totalling £46,977 (2014: £39,249) arose during the year in respect of the services of A B Frere provided by
Condev Limited. A balance of £4,968 (2014: £3,825) was due to Condev Limited at 31st March 2015.
Fees totalling £23,200 (2014: £Nil) arose during the period from 1st July 2014 to 31st December 2014 in respect
of the services of G L Comben provided by G L Comben Consultancy Limited. A balance of £3,867 (2014: £Nil)
was due to G L Comben Consultancy Limited at 31st March 2015.
Fees totalling £19,000 (2014: £Nil) arose during the period from 1st July 2014 to 31st December 2014 in respect
of the services of W G Marsh provided by W G Marsh Consultancy Limited. A balance of £3,167 (2014: £Nil)
was due to W G Marsh Consultancy Limited at 31st March 2015.
The executive Directors have service contracts with the Company which are terminable by the Company, or the
relevant Director, on one year’s notice.
24
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
Solid State PLC
5.
DIRECTORS’ EMOLUMENTS, INTERESTS AND SERVICES CONTRACTS (continued)
The Directors of the Company on 7th July 2015 and at the statement of financial position date, and their interest
in the issued ordinary share capital of the Company at that date, at 31st March 2015 and 31st March 2014 or date
of appointment if later, were as follows:
hsraM S G
yrevaL M J
gniniaH P
J L Macmichael
ererF B A
07.07.15
31.03.15
31.03.14
654,344
348,96
005,25
100,565
000,65
654,344
348,96
005,25
100,565
000,65
318,115
669,834
005,25
142,096
000,601
Details of the options over the Company’s shares granted under the Enterprise Management Incentives Scheme
are as follows:
snoitpO
ta dleh
41.40.10
42,000
36,400
31,600
42,000
36,400
31,600
42,000
36,400
31,600
desicrexE
despaL
(41,626)
-
-
(40,861)
-
-
(18,397)
-
-
(374)
-
-
(1,139)
-
-
(23,603)
-
-
snoitpO
ta dleh
51.30.13
-
36,400
31,600
-
36,400
31,600
-
36,400
31,600
G S Marsh
J M Lavery
J L Macmichael
esicrexE
ecirp
fo etaD
tnarg
esicrexE
doirep
5p
5p
5p
5p
5p
5p
5p
5p
5p
07.08.13
07.08.13
07.08.13
07.08.13
07.08.13
07.08.13
07.08.13
07.08.13
07.08.13
August 2014 to August 2023
August 2014 to August 2023
August 2014 to August 2023
August 2014 to August 2023
August 2014 to August 2023
August 2014 to August 2023
August 2014 to August 2023
August 2014 to August 2023
August 2014 to August 2023
The market price of the shares at 31st March 2015 was £6.33 (2014: £3.44), with a quoted range during the year
of £3.51 to £8.70
All the options at 31st March 2015 are subject to performance criteria based on the years ended 31st March 2015
and 31st March 2016 respectively, although the options are non cumulative. They vest in two tranches based on
performance criteria over the two years. The market value at the date of grant was £2.38.
For G S Marsh the criteria are based on the pre-tax profit of the group, for J M Lavery on the pre-tax profit of the
manufacturing division and for J L Macmichael on the pre-tax profit of the distribution division.
The aggregate gain on exercise of share options in the year was £597,737.
6.
FINANCE COSTS
sgniworrob knaB
tseretni gnitnuocsid eciovnI
tseretni rehtO
2015
£
108,43
562,7
543,6
______
48,411
______
2014
£
103,14
517,92
019
______
71,926
______
25
Solid State PLC
7.
TAX EXPENSE
Current tax expense
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
raey eht rof sessol ro stiforp no xat noitaroproc KU
sdoirep roirp fo tcepser ni tnemtsujdA
Deferred tax charge
Total tax charge
2015
£
2014
£
578,4
)592,5(
______
(420)
122,452
_______
122,032
_______
517,562
)983,62(
_______
239,326
38,314
_______
277,640
_______
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax
in the UK applied to profits for the year are as follows:
xat erofeb tiforP
Expected tax charge based on the standard rate of
)%32 – 4102( %12 fo KU eht ni xat noitaroproc
Effect of:
sesoprup xat rof elbitcuded ton sesnepxE
Deductible expenses not charged in Group accounts
Difference between depreciation for the year and capital allowances
Tax relief on exercise of share options at less than market value
feiler lanigraM
Enhanced relief on research and development expenditure
etar xat fo egnahc no gnisira tiderc xat derrefeD
raey roirp ni noisivorp ot tnemtsujdA
kcab deirrac ssol no etar decnahnE
egrahc xat latoT
8.
EARNINGS PER SHARE
The earnings per share is based on the following:
sgninraE
serahs fo rebmun egareva dethgieW
serahs fo rebmun detuliD
erahs rep sgninraE
erahs rep sgninrae detuliD
2015
£
2014
£
937,310,3
_______
907,351,2
_______
588,236
353,594
542,46
(7,237)
(5,773)
(125,525)
)442(
(429,877)
)302,5(
)358(
)683(
_______
230,221
_______
2015
£
707,198,2
_________
405,692,8
212,245,8
p9.43
p9.33
563,42
(7,926)
(1,002)
(63,752)
)008,1(
(166,031)
)765,1(
-
-
_______
046,772
_______
2014
£
960,678,1
_______
343,214,7
768,134,7
p3.52
p2.52
Earnings per ordinary share has been calculated using the weighted average number of shares in issue during the
year. The weighted average number of equity shares in issue was 8,296,504 (2014: 7,412,343).
The diluted earnings per share is based on 8,542,212 (2014: 7,431,867) ordinary shares which allow for the
exercise of all dilutive potential ordinary shares.
26
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
9.
DIVIDENDS
Final dividend paid for the prior year of 5.75p per share (2014: 5.25p)
)p57.2 :4102( erahs rep p4 fo diap dnedivid miretnI
yrusaert ni dleh serahs no sdnedivid dellecnaC
Final dividend proposed for the year 8p per share (2014: 5.75p)
Solid State PLC
2015
£
479,067
462,333
)139,1(
_______
810,400
_______
662,667
_______
2014
£
376,988
543,622
-
_______
603,333
_______
473,267
_______
The proposed final dividend has not been accrued for as the dividend will be approved by the shareholders at the
annual general meeting.
27
Solid State PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
10.
PROPERTY, PLANT AND EQUIPMENT
Year ended 31st March 2014
tsoC
3102 lirpA ts1
snoitiddA
seiraidisbus fo noitisiuqcA
slasopsiD
4102 hcraM ts13
noitaicerpeD
3102 lirpA ts1
raey eht rof egrahC
lasopsid nO
4102 hcraM ts13
eulav koob teN
4102 hcraM ts13
Year ended 31st March 2015
tsoC
4102 lirpA ts1
snoitiddA
slasopsiD
5102 hcraM ts13
noitaicerpeD
4102 lirpA ts1
raey eht rof egrahC
lasopsid nO
5102 hcraM ts13
eulav koob teN
5102 hcraM ts13
trohS
dlohesael
ytreporp
rotoM
selcihev stnemevorpmi
sgnittiF
dna tnempiuqe
sretupmoc
£
£
£
latoT
£
992,703
009,2
-
)008,11(
_______
162,806
159,173
231,81
)167,142(
_______
009,033,1
636,82
051,66
)057,11(
_______
064,642,2
784,304
282,48
)113,562(
________
993,892
_______
385,657
_______
639,314,1
_______
819,864,2
________
291,06
832,03
)008,11(
_______
603,552
732,901
)611,051(
_______
310,610,1
210,401
)056,3(
_______
115,133,1
784,342
)665,561(
________
036,87
_______
724,412
_______
573,611,1
_______
234,904,1
________
967,912
_______
651,245
_______
165,792
_______
684,950,1
________
993,892
163,711
-
_______
385,657
311,732
)934,511(
_______
639,314,1
444,071
-
_______
819,864,2
819,425
)934,511(
________
067,514
_______
752,878
_______
083,485,1
_______
793,878,2
________
036,87
570,93
-
_______
724,412
247,061
)366,17(
_______
573,611,1
008,79
-
_______
234,904,1
716,792
)366,17(
________
507,711
_______
605,303
_______
571,412,1
_______
683,536,1
________
550,892
_______
157,475
_______
502,073
_______
110,342,1
________
At 31st March 2015, the assets included a motor vehicle held under a finance lease. The net book value was
£9,889 (2014: £ 13,185) and the depreciation charge for the year was £3,296 (2014: £700)
28
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
no lliwdooG retupmoC NU tnempoleveD
noitadilosnoc erawtfos
stsoC
secneciL
£
£
£
Solid State PLC
Other
elbignatni
stessa
£
latoT
£
-
-
_______
008,9
_____
990,651
527,7
_______
872,602,2
993,203,1
________
116,215,2 434,041
889,346,2 468,333,1
________ _______
-
_______
008,9
_____
428,361
_______
776,805,3
________
995,651,5 892,474,1
________ _______
-
-
_______
-
-
_____
087,37
567,23
______
-
-
________
921,24
524,27
909,511
091,501
________ _______
-
_______
-
_____
545,601
______
-
________
455,411
990,122
________ _______
-
_______
008,9
_____
972,75
______
776,805,3
________
005,539,4 447,953,1
________ _______
-
121,305
_______
008,9
-
_____
428,361
036,751
_______
776,805,3
-
________
995,651,5 892,474,1
157,066
________ _______
-
503,121
_______
9,800
_____
321,454
_______
3,508,677
________
1,474,298 5,817,350
________ _______
-
-
_______
-
-
_____
545,601
825,84
______
-
-
________
990,122
455,411
034,741
859,591
________ _______
-
_______
-
_____
370,551
______
-
________
489,162
750,714
________ _______
503,121
_______
9,800
_____
166,381
______
3,508,677
________
1,212,314 5,400,293
________ _______
11.
INTANGIBLE ASSETS
Year ended 31st March 2014
tsoC
3102 lirpA ts1
snoitiddA
4102 hcraM ts13
noitasitromA
3102 lirpA ts1
raey eht rof egrahC
4102 hcraM ts13
eulav koob teN
4102 hcraM ts13
Year ended 31st March 2015
tsoC
4102 lirpA ts1
snoitiddA
31st March 2015
noitasitromA
4102 lirpA ts1
raey eht rof egrahC
5102 hcraM ts13
eulav koob teN
31st March 2015
The cost of other intangible assets comprise the estimated net present value of customer relationships of Rugged
Systems Limited and Q-Par Angus Limited and customer and supplier relationships of 2001 Electronic
Components Limited at the date of acquisition.
The development costs relate to the cost of developing a new electronic monitoring unit to enable the Group to
extend the operations of its manufacturing division into this new growth area. No amortisation has been charged
in the year as the products are still at the development stage and it is anticipated that it will be fully operational
for the 2016/17 financial year.
29
Solid State PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
12.
GOODWILL AND IMPAIRMENT
Details of the carrying amount of goodwill allocated to cash generating units (CGUs) is as follows:
detimiL etitaetS
detimiL sugnA raP-Q
detimiL seilppuS etatS diloS
Goodwill carrying amount
2015
£
2014
£
872,602,2
233,42
760,872,1
872,602,2
233,42
760,872,1
________
________
3,508,677
________
3,508,677
________
The recoverable amounts of all the above CGUs have been determined from a review of the current and
anticipated performance of these units. In preparing the projection, a discount rate of 15% (2014: 15%) has been
used based on the weighted average cost of capital and a future growth rate of 2.25% has been assumed beyond
the first year for which the projection is based on the budget approved by the board of directors. The future
growth rate has been applied for the next four years. It has been assumed investment in capital equipment will
equate to depreciation over this period. The discount rate was based on the group’s “beta” which is a measure of
the volatility of the share price against the market. This amounts to 0.84 (2014: 0.84).
The recoverable amount exceeds the carrying amount by £24,605,000 (2014: £10,176,000). If any one of the
following changes were made to the above key assumptions, the carrying amount would still exceed the
recoverable amount.
Discount rate: Increase from 15% to 18%
Growth rate: Reduction from 2.25% to 1.75%
13.
SUBSIDIARIES
The subsidiaries of Solid State PLC, which have been included in these consolidated financial statements are as
follows:
Subsidiary undertakings
Country of
Incorporation
Proportion of
voting rights
and Ordinary
share capital
held
Nature of business
Solid State Supplies Limited
Great Britain
detimiL etitaetS
niatirB taerG
Q-Par Angus Limited
Great Britain
2001 Electronic Components Limited
Great Britain
100%
%001
100%
100%
Distribution of electronic
components.
stnenopmoc cinortcele fo noitubirtsiD
and manufacture of electronic
equipment.
Manufacture of microwave and RF
equipment
Non trading entity
Wordsworth Technology (Kent) Limited
Great Britain
100%
Non trading entity
Rugged System Limited
Great Britain
100%
Non trading entity
E-merge Electronics Limited
Great Britain
100%
Non trading entity
In all cases the country of operation and of incorporation is England.
30
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
14.
INVENTORIES
elaser rof sdoog dna sdoog dehsiniF
ssergorp ni kroW
Solid State PLC
2015
£
451,693,4
804,500,1
________
5,401,562
________
2014
£
605,668,3
480,807
________
4,574,590
________
There is no material difference between the replacement cost of inventories and the amount stated above.
15.
TRADE AND OTHER RECEIVABLES
selbaviecer edarT
selbaviecer rehtO
stnemyaperP
2015
£
771,213,7
148,18
926,974,1
________
2014
£
717,588,9
545,951
798,293
_________
8,873,647
________
10,438,159
_________
Group trade receivables include £Nil (2014: £1,500,000) which are subject to an invoice discounting agreement.
Under this agreement, borrowing equal to 85% of the relevant book debts can be taken with interest charged at
2% over bank base rate and an administration fee of 0.175% of the gross value of the debts per month. At 31st
March 2015 borrowing under the agreement of £Nil (2014: £1,500,000) was available of which £Nil (2014:
£1,143,758) was taken up. Interest charges in the year amounted to £7,265 (2014: £24,332) and administration
fees to £5,475 (2014: £21,156). The invoice discounting agreement ceased on 31st July 2014.
16.
TRADE AND OTHER PAYABLES (CURRENT)
selbayap edarT
sexat ytiruces laicos dna sexat rehtO
stnemeerga esahcrup erih rednu eud stnuomA
selbayap rehtO
slaurccA
emocni derrefeD
2015
£
524,046,3
935,837
357,2
066,502
382,285
068,366
________
5,833,520
________
2014
£
574,434,5
398,571,1
564,2
761,431
421,814
868,423
________
7,489,992
________
31
Solid State PLC
17.
BANK BORROWINGS
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
sretnuocsid eciovni ot eud stnuomA
2015
£
2014
£
-
_______
857,341,1
________
The bank overdraft is secured by a fixed and floating charge over the assets of the Company and the Group. At
the balance sheet date, the Group had an undrawn overdraft facility of £1,425,631 (2014: £1,407,192).
18.
TRADE AND OTHER PAYABLES (NON CURRENT)
stnemeerga esahcrup erih rednu eud stnuomA
19.
FINANCIAL INSTRUMENTS
2015
£
2014
£
615,8
_____
962,11
________
The Group’s overall risk management programme seeks to minimise potential adverse effects on the Group’s
financial performance.
The Group’s financial instruments comprise cash and cash equivalents and various items such as trade payables
and receivables that arise directly from its operations. The Group is exposed through its operations to the
following risks:
Credit risk
Foreign currency risk
Liquidity risk
Cash flow interest rate risk
In common with all other businesses, the Group is exposed to risks that arise from its use of financial
instruments. This note describes the Group’s objectives, policies and processes for managing those risks.
Further quantitative information in respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks and consequently
the objectives, policies and processes are unchanged from the previous period.
The Board has overall responsibility for the determination of the Group’s risk management policies. The
objective of the Board is to set policies that seek to reduce the risk as far as possible without unduly affecting the
Group’s competitiveness and effectiveness. Further details of these policies are set out on the next page:
32
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
19.
FINANCIAL INSTRUMENTS (continued)
Solid State PLC
Credit risk
The Group is exposed to credit risk primarily on its trade receivables, which are spread over a range of
customers and countries, a factor that helps to dilute the concentration of the risk.
It is Group policy, implemented locally, to assess the credit risk of each new customer before entering into
binding contracts. Each customer account is then reviewed on an ongoing basis (at least once a year) based on
available information and payment history.
The maximum exposure to credit risk is represented by the carrying value in the statement of financial position
as shown in note 15 and in the statement of financial position. The amount of the exposure shown in note 15 is
stated net of provisions for doubtful debts.
The credit risk on liquid funds is low as the funds are held at banks with high credit ratings assigned by
international credit rating agencies.
Foreign currency risk
Foreign exchange transaction risk arises when individual Group operations enter into transactions denominated
in a currency other than their functional currency. The general policy for the Group is to sell to customers in the
same currency that goods are purchased in reducing the transactional risk. Where transactions are not matched
excess foreign currency amounts generated from trading are converted back to sterling and required foreign
currency amounts are converted from sterling and the use of forward currency contracts is considered.
Foreign exchange translation risk arises on translation of the balance sheets of Group operations whose
functional currency is different to that of the Group as a whole. The predominant area where this risk applies is
US dollars and euros.
Liquidity risk
The Group operates a Group overdraft facility common to all its trading companies and invoice discounting is
used on some sales to customers meaning that the UK business can receive immediate payment on its sales.
The Group has approximately a three month visibility in its trading and runs a rolling 3 month cash flow
forecast. If any part of the Group identifies a shortfall in its future cash position the Group has sufficient
facilities that it can direct funds to the location where they are required. If this situation is forecast to continue
into the future remedial action is taken.
Cash flow interest rate risk
External Group borrowings are approved centrally. The Board accepts that this neither protects the Group
entirely from the risk of paying rates in excess of current market rates nor eliminates fully cash flow risk
associated with interest payments. It considers, however, that by ensuring approval of borrowings is made by
the Board the risk of borrowing at excessive interest rates is reduced. The Board considers that the rates being
paid are in line with the most competitive rates it is possible for the Group to achieve.
Credit risk
The carrying amount of financial assets represents the maximum credit exposure. The Group maintains its cash
reserves at reputable banks. The maximum exposure to credit risk at the reporting date was:
Current financial assets
selbaviecer rehto dna edarT
stnelaviuqe hsac dna hsaC
33
Loans and Receivables
2014
£
2015
£
746,378,8
325,737,1
_________
951,834,01
104,586
_________
071,116,01
_________
065,321,11
_________
Solid State PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
19.
FINANCIAL INSTRUMENTS (continued)
The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was:
KU
KU noN
Carrying value
2015
£
131,226,6
640,096
________
7,312,177
________
2014
£
475,970,9
341,608
________
9,885,717
________
The Group policy is to make a provision against those debts that are overdue, unless there are grounds for
believing that all or some of the debts will be collected. During the year the value of provisions made in respect
of bad and doubtful debts was £140,695 (2014: £30,109) which represented 0.38% (2014: 0.09%) of revenue.
This provision is included within the management and administration costs in the Consolidated Statement of
Comprehensive Income.
Trade receivables ageing by geographical segment
Geographical area
5102
KU
KU noN
latoT
snoisivorP :sseL
latoT
4102
KU
KU noN
Total
£
Current
£
647,717,6
791,307
________
759,100,6
201,745
________
30 days
past due
£
532,416
338,011
_______
60 days
past due
£
90 days
past due
£
238,13
963,91
______
227,96
398,52
______
349,024,7
950,945,6
860,527
102,15
516,59
)667,801(
________
-
________
-
_______
)151,31(
______
)516,59(
______
771,213,7
________
950,945,6
________
860,527
_______
050,83
______
-
______
696,612,9
341,608
________
862,672,8
159,636
________
948,207
227,32
_______
576,771
552,8
______
409,95
512,731
______
latoT
snoisivorP :sseL
938,220,01
)221,731(
912,319,8
175,627
039,581
911,791
)221,731(
latoT
________
________
_______
______
______
717,588,9
________
912,319,8
________
175,627
_______
039,581
______
799,95
______
34
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
Solid State PLC
19.
FINANCIAL INSTRUMENTS (continued)
The Group records impairment losses on its trade receivables separately from gross receivables. The movements
on this allowance account during the year are summarised below:
ecnalab gninepO
snoisivorp ni sesaercnI
snoisivorp tsniaga ffo nettirW
ecnalab gnisolC
2015
£
221,731
596,041
)150,961(
_______
667,801
_______
2014
£
909,901
901,03
)698,2(
_______
221,731
_______
The main factor used in assessing the impairment of trade receivables is the age of the balances and the
circumstances of the individual customer.
As shown in the earlier table, at 31st March 2015 trade receivables of £763,118 which were past their due date
were not impaired (2014: £972,498). All of these were less than 90 days past their due date.
Liquidity risk
Current financial liabilities
selbayap rehto dna edarT
sgniworrob knaB
tfardrevo knaB
Non current financial liabilities
srotiderc esahcrup eriH
Financial liabilities
measured at amortised cost
2015
£
2014
£
025,338,5
-
799,002,4
_________
299,984,7
857,341,1
917,498,1
_________
10,034,517
_________
10,528,469
_________
615,8
_____
962,11
______
35
Solid State PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
19.
FINANCIAL INSTRUMENTS (continued)
The following are maturities of financial liabilities, including estimated contracted interest payments.
lautcartnoC gniyrraC
tnuoma
wolf hsac
shtnom 6
ssel ro
21 – 6
shtnom
erom ro 1
sraey
2015
Secured bank loans
Bank overdrafts
Amounts due to invoice
sretnuocsid
Trade and other payables
Hire purchase creditors
2014
Secured bank loans
Bank overdrafts
Amounts due to invoice
discounters
Trade and other payables
Hire purchase creditors
-
4,200,997
-
4,200,997
-
4,200,997
-
-
-
-
-
5,830,767
11,269
_________
-
5,830,767
11,269
-
-
1,565
_________ _________ _______
-
5,830,767
1,188
-
-
8,516
_______
330,340,01
_________
259,230,01 330,340,01
565,1
_________ _________ _______
615,8
_______
-
1,894,719
-
1,894,719
-
1,894,719
1,143,758
7,487,527
13,734
_________
1,143,758
7,487,527
13,734
1,143,758
7,487,527
1,188
1,277
_________ _________ _______
-
-
-
-
-
11,269
_______
10,539,738
_________
10,539,738 10,527,192
1,277
_________ _________ _______
11,269
_______
Interest rate risk
The Group finances its business through a mixture of bank overdrafts and invoice discounting facilities. During
the year the Group utilised these facilities at floating rates of interest. On 1st August 2014 Lloyds Bank plc took
over the role of Group bankers from HSBC plc.
The Group bank overdraft with Lloyds Bank plc incurs interest at the rate of 2.0% over the Lloyds Bank base
rate. The Group is affected by changes in the UK interest rate.
Details of interest payable under the former invoice discounting agreement are stated in Note 15.
The US Dollar overdraft facility bears the interest rate of 1.0% over the Lloyds Bank US dollar reference rate
and is therefore affected by changes in the US interest rate.
The fair value of the Group’s financial instruments is not materially different to the book value.
In terms of sensitivity, if the ruling base rate had been 1% higher throughout the year the level of interest payable
would have been £19,364 (2014: £14,750) higher and if 1% lower throughout the year the level of interest
payable would have been lower by the same amount.
36
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
Solid State PLC
19.
FINANCIAL INSTRUMENTS (continued)
Foreign currency risk
The Group’s main foreign currency risk is the short term risk associated with accounts receivable and payable
denominated in currencies that are not the subsidiaries functional currency. The risk arises on the difference in
the exchange rate between the time invoices are raised/received and the time invoices are settled/paid. For sales
denominated in foreign currencies the Group will try to ensure that the purchases associated with the sale will be
in the same currency.
All monetary assets and liabilities of the Group were denominated in sterling with the exception of the following
items which were denominated in US dollars, and which are included in the financial statements at the sterling
value based on the exchange rate ruling at the statement of financial position date.
The following table shows the net liabilities exposed to exchange rate risk that the Group has at 31st March
2015:
selbaviecer edarT
stnelaviuqe hsac dna hsaC
tfardrevo knaB
selbayap edarT
2015
£
2014
£
463,158,1
765,621
-
)010,246,1(
________
308,494,5
279,011
)656,091(
)992,768,2(
________
335,921
________
2,547,820
________
There were also net assets of £21,444 in euros (2014: net assets of £95,398).
The Group is exposed to currency risk because it undertakes trading transactions in US dollars and euros. The
Directors do not generally consider it necessary to enter into derivative financial instruments to manage the
exchange risk arising from its operations, but from time to time when the Directors consider foreign currencies
are weak and it is known that there will be a requirement to purchase those currencies, forward arrangements are
entered into. Details of those outstanding at the statement of financial position date are given later in this note.
The effect of a strengthening of 10% in the rate of exchange in the currencies against sterling at the statement of
financial position date would have resulted in an estimated net increase in pre-tax profit for the year and an
increase in net assets of approximately £36,000 (2014: £264,000) and the effect of a weakening of 10% in the
rate of exchange in the currencies against sterling at the statement of financial position date would have resulted
in an estimated net decrease in pre-tax profit for the year and a decrease in net assets of approximately £36,000
(2014: £(264,000)).
There were no forward purchase agreements in place at 31st March 2014 or 31st March 2015.
37
Solid State PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
19.
FINANCIAL INSTRUMENTS (continued)
Capital under management
The Group considers its capital to comprise its ordinary share capital, share premium account, capital redemption
reserve, foreign exchange reserve and accumulated retained earnings.
In managing its capital, the Group’s primary objective is to maximise returns for its equity shareholders. The
Group seeks to maintain a gearing ratio that balances risks and returns at an acceptable level and also to maintain
sufficient funding to enable the Group to meet its working capital and strategic investment need. In making
decisions to adjust its capital structure to achieve these aims the Group considers not only its short term position
but also its long term operational and strategic objectives.
The Group’s gearing ratio at 31st March 2015 is shown below:
stnelaviuqe hsac dna hsaC
stfardrevo knaB
ecnavda gnitnuocsid eciovnI
ecnanif esahcrup eriH
latipac erahS
tnuocca muimerp erahS
sgninrae deniateR
evreser noitpmeder latipaC
yrusaert ni dleh serahS
oitar gniraeG
20.
DEFERRED TAX
2015
£
)325,737,1(
799,002,4
-
962,11
________
2,474,743
________
085,614
847,826,3
501,456,8
476,4
)370,313(
________
2014
£
)104,586(
917,498,1
857,341,1
437,31
________
2,366,810
________
635,114
847,826,3
541,263,6
476,4
-
________
12,391,034
________
10,407,103
________
02.0
________
32.0
________
2015
£
2014
£
Accelerated capital allowances, capitalised development costs and goodwill on acquisition of subsidiaries:
4102 lirpA
At 1st
seiraidisbus fo noitisiuqca no gnisira xat derrefeD
raey eht rof egrahC
egnahc etar xat fo tceffE
5102 hcraM ts13 tA
480,422
-
556,721
)302,5(
______
635,643
______
824,15
243,431
747,63
765,1
______
480,422
_____
Deferred tax rates are at 20% (2014: 21%) being the rate substantially enacted.
38
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
Solid State PLC
21.
PROVISION FOR LIABILITIES
Provision for liabilities on the termination of two building leases. The provision at 31st March 2014
represented the expected economic outflow on the termination of the two leases. Both were paid or released to
the statement of comprehensive income in the year ended 31st March 2015.
noisivorp gninepO
raey ni diaP
Released to statement of comprehensive income
noisivorp gnisolC
22.
SHARE CAPITAL
000,071
)320,361(
(6,977)
_______
liN£
_______
diap ylluf dna deussi dettollA
8,331,606 (2014: 8,230,722) ordinary shares of 5p each
2015
£
416,580
______
2014
£
411,536
______
On 6th August 2014, Mr J L Macmichael exercised share options over 18,397 ordinary shares which were
issued at an exercise price of 5p.
On 6th August 2014, Mr G S Marsh exercised share options over 41,626 ordinary shares which were issued at
an exercise price of 5p.
On 6th August 2014, Mr J M Lavery exercised share options over 40,861 ordinary shares which were issued
at an exercise price of 5p.
An Enterprise Management Incentive Scheme was adopted by the company in September 2000 and formally
approved at an Extraordinary General Meeting on 12th December 2000.
Details of options granted are set out in Note 5. At 31st March 2015 the number of shares covered by option
agreements amounted to 204,000 (2014: 330,000).
23.
RESERVES
Full details of movements in reserves are set out in the consolidated statement of changes in equity on page
14.
The following describes the nature and purpose of each reserve within owners’ equity.
evreseR
esopruP dna noitpircseD
Share premium
Capital redemption
Retained earnings
Shares held in treasury
Amount subscribed for share capital in excess of nominal value.
Amounts transferred from share capital on redemption of issued shares.
Cumulative net gains and losses recognised in the consolidated income
statement.
Shares held by the Group for future staff share plan awards
24.
TREASURY SHARES
On 28th November 2014 the group purchased 53,903 shares in Solid State PLC. In January 2015 5,632 were
awarded under the All Employee Share Plan. At 31st March 2015 the group held 48,271 shares in treasury
with a cost of £313,073. No shares have been cancelled.
The shares were purchased at a price of £6.49 per share.
39
Solid State PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
25.
LEASING COMMITMENTS
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
raey 1 naht retal oN
sraey 5 naht retal on dna raey 1 naht retaL
sraey 5 naht retaL
26.
SHARE BASED PAYMENT
2015
£
089,882
739,188
005,313
________
2014
£
057,353
360,050,1
005,135
______
The Group operates an approved Enterprise Management Incentive Scheme whereby Mr G S Marsh, Mr J M
Lavery and Mr J L Macmichael have been granted options to purchase shares in Solid State PLC at a
subscription price of 5p per share. The options in place at 31st March 2015 all have exercise periods of any
time after finalisation of the accounts for the year on which the performance criteria are based. Full details are
set out in Note 5 on pages 24 and 25.
The fair value of the options is based on the market value at the date of grant of the number of shares for which
the performance criteria have been met for the year less the exercise price of 5p per share. The market value
per share at the date of grant was £2.38.
The share based remuneration expenses amount to £210,653 for the year (2014: £235,056).
40
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
Solid State PLC
27.
SEGMENT INFORMATION
The Group’s primary reporting format for segment information is business segments which reflect the
management reporting structure in the Group. The distribution division comprises Solid State Supplies
Limited and the manufacturing division includes Steatite Limited and Q-Par Angus Limited.
Year ended 31st March 2015
euneveR
lanretxE
Profit/(loss) before tax
esnepxe xaT
Balance sheet
Assets
seitilibaiL
Net assets/(liabilities)
Other
erutidnepxe latipaC
- Tangible fixed assets
- Intangible fixed assets
Depreciation, amortisation and
other non cash expenses
diap tseretnI
Distribution
noisivid
£
Manufacturing
noisivid
£
Head
eciffo
£
latoT
£
649,608,31
________
133,257,22
_________
-
________
772,955,63
_________
660,961
263,041
________
3,388,357
095,682
________
(1,035,579)
)029,403(
________
3,013,739
230,221
________
7
,994,948
035,301,2
_________
5,891,418
_________
179,958
81,693
208,087
728,21
________
13,162,179
657,437,3
________
1,628,351
851,655,4
________
22,785,478
444,493,01
________
9,427,423
________
(2,927,807)
________
12,391,034
________
344,960
579,058
285,488
485,53
________
-
-
210,653
-
________
524,918
660,751
704,228
114,84
________
41
Solid State PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
27.
SEGMENT INFORMATION (continued)
Year ended 31st March 2014
euneveR
lanretxE
ynapmocretnI
Profit/(loss) before tax
esnepxe xaT
Balance sheet
Assets
seitilibaiL
Net assets/(liabilities)
Other
erutidnepxe latipaC
- Tangible fixed assets
- Intangible fixed assets
Depreciation, amortisation and
other non cash expenses
diap tseretnI
Distribution
noisivid
£
Manufacturing
noisivid
£
Head
eciffo
£
latoT
£
699,498,9
996,91
________
596,419,9
________
397,419
692,08
634,091,22
-
_________
634,091,22
-
-
________
234,580,23
996,91
_________
-
131,501,23
_________
________
_________
2,898,649
255,434
(1,142,359)
)802,732(
2,153,709
046,772
________
________
________
________
8,563,535
)060,487,2(
_________
5,779,475
_________
13,129,946
)579,261,7(
________
45,440
)387,483,1(
_______
21,738,921
)818,133,11(
________
5,966,971
________
(1,339,343)
_______
10,407,103
________
123,622
2,194,303
94,403
483,43
________
364,147
514,506
251,333
293,13
________
-
-
338,475
051,6
________
487,769
2,708,809
684,211
629,17
________
yb eunever lanretxE
remotsuc fo noitacol
2014
£
2015
£
yb stessa latoT
stessa fo noitacol
2014
2015
£
£
32,267,416 28,258,799 22,766,036 21,738,921
-
2,733,195
-
849,410
-
577,458
-
58,010
-
56,173
-
17,615
_________ _________ _________ _________
1,977,575
671,633
1,051,151
51,919
10,213
64,142
-
-
-
-
-
-
Net tangible capital
noitacol yb erutidnepxe
stessa fo
2015
£
524,918
-
-
-
-
-
-
_______
2014
£
487,769
-
-
-
-
-
-
_______
United Kingdom
Rest of Europe
Asia
North America
Australasia
Africa
South America
129,837,12 630,667,22 234,580,23 772,955,63
_________ _________ _________ _________
819,425
_______
967,784
_______
All the above relate to continuing operations.
42
Solid State PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
28.
POST BALANCE SHEET EVENT
On 1st April 2015 the Group acquired 100% of the ordinary shares in Signregion Limited and its wholly
owned subsidiary Ginsbury Electronics Limited for a cash consideration of £2.125m subject to a net asset
adjustment once completion accounts have been finalised. This investment will be incuded in the Group’s
balance sheet at its fair value at the date of acquisition. Ginsbury Electronics specialises in the supply of high
quality display components, monitors panels, signage and power components to the commercial, retail,
industrial and military markets throughout the UK and Europe.
The provisional completion accounts show a breakdown of the assets and liabilities of the acquired companies
to be as follows:
stessa dexif elbignaT
kcotS
srotbeD
knab ta hsaC
srotiderC
stessa elbignat teN
Excess of cost over net tangible assets
noitaredisnoc latoT
000’£
35
492
146
779
)563(
_____
006,1
525
_____
521,2£
_____
The consideration paid on completion was £1,600,000 and there will be further payments of £175,000 payable
6, 12 and 18 months after the date of acquisition, subject to a net asset adjustment once the completion
accounts have been finalised.
Analysis of the excess of cost over net tangible assets will be carried out to ascertain the value of the intangible
fixed assets and the value of goodwill on acquisition.
The acquisition costs of approximately £14,000 will be written off as overheads in the financial year 2015/16.
43
Solid State PLC
Company Number: 00771335
COMPANY BALANCE SHEET
at 31st March 2015
STESSA DEXIF
stnemtsevnI
STESSA TNERRUC
srotbeD
dnah ni dna knab ta hsaC
CREDITORS: Amounts falling due within
raey eno
)SEITILIBAIL( TNERRUC TEN
STESSA TEN
SEVRESER DNA LATIPAC
latipac erahs pu dellaC
tnuocca muimerp erahS
evreser noitpmeder latipaC
tnuocca ssol dna tiforP
yrusaert ni dleh serahS
SDNUF ’SREDLOHERAHS
setoN
5102
4102
£
£
£
£
4
5
470,187,5
083,937,5
281,498,1
526,016,1
________
879,239,1
-
________
708,405,3
879,239,1
6
638,586,4
________
838,341,3
________
)920,181,1(
________
540,006,4
________
085,614
847,826,3
476,4
611,368
)370,313(
________
540,006,4
________
)068,012,1(
________
025,825,4
________
635,114
847,826,3
476,4
265,384
-
________
025,825,4
________
7
8
8
8
8
The financial statements were approved by the Board of Directors and authorised for issue on 7th July 2015.
G S Marsh, Director
P Haining, Director
The notes on pages 45 to 48 form part of these financial statements.
44
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31st March 2015
1.
ACCOUNTING POLICIES
Solid State PLC
The following accounting policies have been applied consistently in dealing with items which are considered
material in relation to the Company’s financial statements.
Basis of preparation
The financial statements have been prepared in accordance with applicable UK accounting standards and
under the historical cost convention. The accounts have been prepared on the going concern basis.
Profit and loss account
Under section 408(4) of the Companies Act 2006 the Company is exempt from the requirement to present its
own profit and loss account. The loss for the year ended 31st March 2015 is disclosed in Note 8.
Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at closing rates of exchange.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less amounts provided for impairment.
Other financial liabilities
Other financial liabilities include the following items:
Amounts owed by group undertakings and other creditors, which are recognised at amortised cost.
Bank borrowings are initially recognised at the amount advanced net of any transaction costs directly
attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at
amortised cost using the effective interest rate method which ensures that any interest expense over the period
to repayment is at a constant rate on the balance of the liabilities carried in the balance sheet. Interest
expense in this context includes initial transaction costs and premium payable on redemption, as well as any
interest or coupon payable while the liability is outstanding.
Share based payment
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to
the profit and loss account over the vesting period. Non-market vesting conditions are taken into account by
adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the
cumulative amount recognised over the vesting period is based on the number of options that eventually vest.
Market vesting conditions are factored into the fair value of options granted. As long as all other vesting
conditions are satisfied, a change is made irrespective of whether the market vesting conditions are satisfied.
The cumulative expense is not adjusted for factors to achieve a market vesting condition.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the
options, measured immediately before and after the modification, is also charged to the profit and loss
account over the remaining vesting period.
Treasury Shares
Shares in Solid State PLC purchased for holding in treasury are held at cost as a separate negative reserve in
the capital section of the statement of financial position. Any dividends paid in relation to these shares are
cancelled.
2.
STAFF COSTS
Staff costs amounted £544,095 (2014: £642,073) and comprised the share based payment expense of
£210,653 (2014: £235,056) provision for employer’s national insurance on exercise of share options of
£29,070 (2014: £32,437) and salary and related costs in respect of Mr G L Comben, Mr W G Marsh, Mr A B
Frere, Mr G S Marsh and Mr P Haining. No other remuneration was paid by the Company. Details of
directors’ emoluments are given in note 5 to the Group financial statements.
45
Solid State PLC
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31st March 2015
3.
SHARE BASED PAYMENT
The Group operates an approved Enterprise Management Incentive Scheme whereby Mr G S Marsh, Mr J M
Lavery and Mr J L Macmichael have been granted options to purchase shares in Solid State PLC at a
subscription price of 5p per share. The options in place at 31st March 2015 all have exercise periods of any
time after finalisation of the accounts for the year on which the performance criteria are based. Full details are
set out in Note 5 on pages 24 and 25.
The fair value of the options is based on the market value at the date of grant of the number of shares for
which the performance criteria have been met for the year less the exercise price of 5p per share. The market
value per share at the date of grant was £2.38.
The share based remuneration expenses amount to £210,653 for the year (2014: £235,056)
4.
INVESTMENTS
Company
Cost
1st April 2014
noitaredisnoc ot tnemdnemA
Disposals
5102 hcraM ts13
Net book value
5102 hcraM ts13
4102 hcraM ts13
Subsidiary undertakings
Group
undertakings
£
5,739,380
496,14
-
________
470,187,5
________
470,187,5
________
083,937,5
________
The subsidiaries of Solid State PLC are as follows are as follows:
sgnikatrednu yraidisbuS
detimiL seilppuS etatS diloS
detimiL etitaetS
Q-Par Angus Limited
2001 Electronic Components Limited
Wordsworth Technology (Kent) Limited
Rugged System Limited
E-merge Electronics Limited
gnitov fo noitroporP
rights and Ordinary
share capital held
Nature of business
%001
%001
100%
100%
100%
100%
100%
Distribution of electronic components
stnenopmoc cinortcele fo noitubirtsiD
and manufacture of electronic equipment
Manufacture of microwave and RF
equipment
Non trading entity
Non trading entity
Non trading entity
Non trading entity
In all cases the country of operation and of incorporation or registration is England.
46
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
Solid State PLC
5.
DEBTORS
sgnikatrednu puorG yb dewo stnuomA
srotbed rehtO
stnemyaperP
6.
CREDITORS: Amounts falling due within one year
)deruces( tfardrevo knaB
sgnikatrednu puorG ot dewo stnuomA
stsoc ytiruces laicos dna sexat rehtO
srotiderc rehtO
slaurccA
2015
£
2014
£
654,678,1
106,61
521,1
_________
835,788,1
625,44
419
_________
281,498,1
_________
879,239,1
________
564,554,4
876,921
072,63
328,75
006,6
________
638,586,4
________
086,703,1
550,957,1
734,23
666,83
000,6
________
838,341,3
________
The Company has guaranteed bank borrowings of its subsidiary undertakings, Solid State Supplies Limited,
Steatite Limited and Q-Par Angus Limited. At the year end the liabilities covered by those guarantees
amounted to £Nil (2014: £573,246). The Company accounts for guarantees provided to Group companies as
insurance contracts, recognising a liability only to the extent that it is probable the guarantees will be called
upon.
7.
SHARE CAPITAL
Allotted issued and fully paid
8,331,606 (2014: 8,230,722) ordinary shares of 5p each
2015
£
416,580
_______
2014
£
411,536
_______
On 6th August 2014, Mr J L Macmichael exercised share options over 18,397 ordinary shares which were
issued at an exercise price of 5p.
On 6th August 2014, Mr G S Marsh exercised share options over 41,626 ordinary shares which were issued at
an exercise price of 5p.
On 6th August 2014, Mr J M Lavery exercised share options over 40,861 ordinary shares which were issued
at an exercise price of 5p.
An Enterprise Management Incentive Scheme was adopted by the Company in September 2000 and formally
approved at an Extraordinary General Meeting on 12th December 2000.
Details of options granted are set out in Note 5 to the Group financial statements. At 31st March 2015 the
number of shares covered by option agreements amounted to 204,000 (2014: 330,000).
At 31st March 2015, 48,271 shares were held in treasury (2014: Nil).
47
Solid State PLC
8.
RESERVES
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31st March 2015 (continued)
4102 lirpA ts1
serahs fo eussI
raey eht rof tiforP
esnepxe desab erahS :ddA
diap dnediviD
Repurchase of own shares into treasury
5102 hcraM ts13
Share
muimerP
tnuocca
847,826,3
-
-
________
847,826,3
-
________
847,826,3
-
-
________
847,826,3
________
Capital
Profit
ssol & noitpmeder
tnuocca
evreser
Shares
ni dleh
yrusaert
-
-
-
_______
-
-
_______
-
265,384
-
103,979
________
368,264,1
356,012
________
615,376,1
)004,018(
-
_______
-
(313,073)
_______
611,368
_______
)370,313(
_______
476,4
-
-
_____
476,4
-
_____
476,4
-
-
_____
476,4
_____
The cumulative amount of goodwill which has been eliminated against reserves at 31st March 2015 is
£30,000 (2014: £30,000).
9.
OWN SHARES HELD IN TREASURY
On 28th November 2014 the group purchased 53,903 shares in Solid State PLC and in January 2015 5,632
were awarded under the All Employee Share Plan. At 31st March 2015 the group held 48,271 shares in
treasury with a cost of £313,073. No shares have been cancelled.
The shares were purchased at a price of £6.49 per share.
48
NOTICE OF ANNUAL GENERAL MEETING
Solid State PLC
Notice is hereby given that the annual general meeting of Solid State PLC will be held at 2, Ravensbank Business Park,
Hedera Road Redditch B98 9EY, on 9th September 2015 at 2.30pm for the following purposes:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
ORDINARY RESOLUTIONS
To receive and adopt the accounts for the year ended 31st March 2015, together with the reports of the
Directors and auditors thereon. (Resolution 1)
To declare a final dividend of 8p per share. (Resolution 2)
To reappoint Anthony Brian Frere, who retires by rotation, as a Director of the Company in accordance with
the Company’s Articles of Association. (Resolution 3)
To reappoint Gary Stephen Marsh, who retires by rotation, as a Director of the Company in accordance with
the Company’s Articles of Association. (Resolution 4)
To reappoint haysmacintyre as auditors of the Company. (Resolution 5)
To authorise the Directors to fix the auditors’ remuneration, (Resolution 6)
To pass the following resolution:
That the Directors be generally and unconditionally authorised to allot shares in the Company (Relevant
Securities):
i)
comprising equity securities (as defined by section 560 of the Companies Act 2006) up to an
aggregate nominal amount of £137,471.50 (which is 33% of the issued share capital) (such amount
to be reduced by the nominal amount of any Relevant Securities allotted under paragraph (ii) below)
in connection with an offer by way of a rights issue:
ii)
(a) to holders of ordinary shares in proportion (as nearly as may be practicable) to their
respective holdings; and
(b) to holders of other equity securities as required by the rights of those securities or as the
Directors otherwise consider necessary,
but subject to such exclusions or other arrangements as the Board may deem necessary or expedient
in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or
under the laws of any territory or the requirements of any regulatory body or stock exchange; and
in any other case, up to an aggregate nominal amount of £83,316.00 (which is 20% of the issued
share capital) (such amount to be reduced by the nominal amount of any equity securities allotted
under paragraph i) above,
provided that this authority shall, unless renewed, varied or revoked by the Company, expire after a
period of 18 months from the passing of this resolution or, if earlier, the date of the next annual
general meeting of the Company save that the Company may, before such expiry, make offers or
agreements which would or might require Relevant Securities to be allotted and the Directors may
allot Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority
conferred by this resolution has expired.
This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot
Relevant Securities but without prejudice to any allotment of shares or grant of rights already made, offered
or agreed to be made pursuant to such authorities. (Resolution 7)
SPECIAL RESOLUTIONS
(8)
To pass the following resolution:
That the Company is authorised to allot equity securities pursuant to resolution 7 above up to an aggregate
nominal amount of £83,316.00, which is 20% of the issued share capital, as if Section 561 of the Companies
Act 2006 (existing shareholders – right of pre-emption):
i)
ii)
did not apply to the allotment; or
applied to the allotment with such modifications as the Directors may determine provided that this
authority shall, unless renewed, varied or revoked by the company, expire after a period of 18 months
from the passing of this resolution save that the company may, before such expiry, make offers or
agreements which would or might require equity securities to be allotted and the Directors may allot
equity securities in pursuance of such offer or agreement not withstanding that the authority conferred
by the resolution ahs expired. (Resolution 8)
49
Solid State PLC
NOTICE OF ANNUAL GENERAL MEETING (continued)
SPECIAL RESOLUTIONS (continued)
(9)
i)
ii)
To pass the following resolution:
That the Company is, pursuant to Section 701 of the Companies Act 2006, hereby generally and
unconditionally authorised to make market purchases (within the meaning of Section 693 of the Companies
Act 2006) of ordinary shares of 5p each in the capital of the Company (“ordinary shares”) provided that:-
the minimum price which may be paid for the ordinary shares is 5p per ordinary share;
the maximum price that may be paid for such shares is, in respect of a share contracted to be
purchased on any day , an amount (exclusive of all expenses) equal to 105 per cent of the average
middle market quotations of the ordinary shares of the company as derived from the Daily Official
List of the London Stock Exchange on the 10 dealing days immediately preceding the day on which
the shares are contracted to be purchased;
the authority hereby conferred shall expire after a period of 18 months from the passing of this
resolution unless such authority is renewed prior to such expiry;
the authority hereby conferred is in substitution for any existing authority to purchase ordinary shares
under the said Section 701;
the Company may make a contract to purchase ordinary shares under the authority hereby conferred
prior to the expiry of such authority which will be executed wholly or partly after the expiry of such
authority and may make a purchase or purchases of ordinary shares in pursuance of any such contract;
and
the maximum number of ordinary shares hereby authorised to be purchased by the Company does not
exceed 15 per cent of the issued ordinary share capital of the Company at the date of the passing of
this resolution. (Resolution 9)
iii)
iv)
vi)
v)
BY ORDER OF THE BOARD
P Haining FCA
Director
7th July 2015
Registered office: 2 Ravensbank Business Park, Hedera Road, Redditch, B98 9EY
NOTES:
1.
2.
Proxies
Only holders of ordinary shares are entitled to attend and vote at this meeting. A member entitled to attend and
vote may appoint a proxy or proxies who need not be a member of the Company to attend and to vote instead of
him or her. Forms of proxy need to be deposited with the Company’s registrar, Capita Group plc, Balfour
House, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 48 hours before the time
of the meeting. Completion of a form of proxy will not preclude a member attending and voting in person at the
meeting.
Documents on Display
The register of Directors’ interests in the share capital and debentures of the Company, together with copies of
service agreements under which Directors of the Company are employed, are available for inspection at the
Company’s registered office during normal business hours from the date of this notice until the date of the
Annual General Meeting and will also be available for inspection at the place of the Annual General Meeting for
at least 15 minutes prior to the meeting.
50
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