The Directors present their Directors' Report and financial statements for the year ended 31 March 2013.
Results and proposed dividends
Total Group revenue from continuing operations was £121.54 million (2012: £112.51m) and the profit for the year before taxation was £6.44 million (2012: £4.76m). Underlying profit before tax for the Group was £7.25 million (2012: £5.00m); see note 2 for breakdown.
The Directors recommend a final dividend of 0.80 pence net of tax (2012: 0.50p) per ordinary share to be paid on 18 October 2013 to shareholders registered at the close of business on 5 July 2013. This has not been included within creditors as it was not approved before the year end.
Principal activities and business review
The principal activity of the Group during the financial year has been that of the manufacture and distribution of industrial fastenings and category 'C' components.
A review of the business activity and future prospects of the Group are covered in the Group Business and the Finance Reviews. This includes that information to be included in the Directors' Report as required by the enhanced business review under s417 of the Companies Act 2006.
A balanced and comprehensive review of the development and performance of the Group and its position at the year end is given in the Group Business Review. An analysis of key performance indicators is given in the Group Business Review.
A description of the principal risks and uncertainties facing the Group is discussed on Managing the Business.
A description of the main trends and factors likely to affect future development is given on Managing the Busines.
Information on environmental and social issues is provided on Corporate Social Responsibility.
The key assumptions underlying the going concern basis of preparation are included in the Notes (forming part of the Financial Statements).
Annual General Meeting (AGM)
The AGM will be held on 17 September 2013 at Trifast House, Bellbrook Park, Uckfield, East Sussex, TN22 1QW.
Policy and practice on payment of creditors
The Group does not follow any code or standard on payment practice as it is the Group's policy to settle creditors promptly on mutually agreed terms. The terms will vary from supplier to supplier and suppliers will be aware of the terms of payment.
For smaller suppliers where no terms are agreed, payment will normally be made in the month following receipt of goods or services.
The number of days purchases in trade payables at the end of the financial year for the Company was 56 (2012: 57) and 61 (2012: 61) for the Group.
Directors and Directors' interests
The Directors who held office during the year were as follows:
|MM Diamond MBE|| – Executive Chairman|
|JC Barker|| – Chief Executive|
|MR Belton|| – Group Finance Director|
|GP Budd|| – Managing Director TR Europe|
|SV Murphy|| – (Resigned 31 January 2013)|
|GC Roberts|| – Group Sales Director|
|NS Chapman|| – Senior Independent|
|JPD Shearman|| – Independent|
The Directors' remuneration and their interests in share capital are shown in the Remuneration Report.
Details of the share structure of the Company are disclosed in note 24.
As at 31 May 2013, the Company was aware of the following material interests, representing 3% or more of the issued share capital of the Company:
|No. of shares|
|% of shares|
|Schroders Investment Management||11,364,078||10.48|
|Henderson Global Investors||11,168,830||10.30|
|Mr Michael Timms||11,000,000||10.14|
|AXA Framlington Investment Managers||8,771,034||8.09|
|Miton Capital Partners||6,451,877||5.95|
|Mr Michael J Roberts||5,960,000||5.50|
The Corporate Governance Statement should be read as forming part of the Directors' Report.
Where not provided elsewhere in the Directors' Report, the following provides the additional information required to be disclosed as a result of the implementation of the Takeover Directive.
There are no restrictions on the transfer of ordinary shares in the capital of the Company other than certain restrictions which may from time to time be imposed by law (for example, insider trading law). In accordance with the Listing Rules of the Financial Services Authority, certain employees are required to seek the approval of the Company to deal in its shares.
The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of shares or on voting rights.
The rules governing the appointment and replacement of Directors are set out in the Corporate Governance Statement section of the Directors' Report. The Company's Articles of Association may only be amended by a Special resolution at a General Meeting of shareholders.
The Company is a party to a number of banking agreements that, upon a change of control of the Company, could be terminable by the bank concerned.
Outside of the extension of certain Directors' rolling contract periods and notice periods (see Contracts) there are no agreements between the Company and its Directors or employees which provide for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) that occurs because of a takeover bid.
The Company is not aware of any contractual or other agreements which are essential to its business which ought to be disclosed in the Directors' Report.
The Group has a policy of offering equal opportunities to employees at all levels in respect of the conditions of work. Throughout the Group it is the Board's intention to provide possible employment opportunities and training for disabled people and to care for employees who become disabled having regard to aptitude and abilities. Our Corporate Social Responsibility Statement can be found in this Report.
Regular consultation and meetings, formal or otherwise, are held with all levels of employees to discuss problems and opportunities. Information on matters of concern to employees is presented in the in-house letters and publications.
Information in respect of the Group's policies on financial risk management objectives including policies to manage credit risk, liquidity risk and foreign currency risk are given in note 26 to the financial statements.
Political and charitable contributions
During the year the Group made no political donations (2012: £nil) and various charitable contributions totalling £4,129 (2012: £1,907).
Disclosure of information to Auditor
The Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's Auditor is unaware; and each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.
In accordance with Section 489 of the Companies Act 2006, a resolution for the re-appointment of KPMG Audit LLP as Auditor of the Company is to be proposed at the forthcoming AGM.
By order of the Board
Company Registered number: 1919797
24 June 2013