The Directors present their report together with the audited financial statements of the Parent Company (“the Company”) and the Group for the year ended 31 October 2017.
Wynnstay Group Plc (“the Company”) is a public limited company incorporated and domiciled in the United Kingdom under the Companies Act 2006.
The address of the Company’s registered office is Wynnstay Group Plc, Eagle House, Llansantffraid-Ym-Mechain, Powys, SY22 6AQ.
The Company has its primary listing on AIM, part of the London Stock Exchange.
The Group financial statements were authorised for issue by the Board of Directors on 30 January 2018.
Further information on the activities of the business and the Group strategy are presented in the Chairman’s Statement, Chief Executives’ Review, Strategic Report and Corporate Governance Report included within the Group’s full published Annual Report.
The movement in the share capital during the period is detailed in note 28 to the financial statements.
Results, Dividends and Transfers to Reserves
Reported under IFRS the Group profit before taxation from continuing operations is £7,664,000 (2016: restated £7,207,000). After a taxation charge of £1,359,000 (2016: restated £1,436,000), and loss on discontinued activities of £6,586,000 (2016: profit £58,000) the Group loss for the year is £281,000 (2016: profit £5,829,000).
The Directors recommend a final ordinary dividend of 8.40p per ordinary 25p share net (2016: 8.00p per ordinary 25p share net), to be paid on 30 April 2018 to shareholders on the register at the close of business on 3 April 2018.
The share price will be marked ex dividend with effect from the 29 March 2018. In accordance with the rules of the Company’s Scrip Dividend Scheme, eligible shareholders will be entitled to receive their dividend in the form of additional shares. New mandate forms for this scheme should be signed and lodged with the Company Secretary 14 days before the dividend payment date of 30 April 2018.
Land and Buildings
In the opinion of the Directors, the current open market value of the Group’s interest in land and buildings exceeds the book value at 31 October 2018 (refer to note 17) by approximately £3,760,000 (2016: £3,990,000).
Directors and their Interests
The Directors of the Company who held office during the year and their interests in the share capital of the Company at the year end were as follows:
In addition to the above shareholdings, Mr B P Roberts and Mr K R Greetham are trustees of the Company’s Employee Share Ownership Plan trust, which at the year end held 8,724 shares (2016: 55,841 shares). Accordingly these Directors were deemed to hold an additional non-beneficial holding in such shares.
No Director at the year end held any interest in any subsidiary or associate company. Biographical details of the Directors are set out before the Director’s Report.
Directors’ Appointments and Retirements
Under Article 91, Mr J J McCarthy and Mr H J Richards retire from the Board by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-election.
Directors’ and Officers’ Liability Insurance
During the year the Company purchased and maintained liability insurance for its Directors and Officers which remained in force at the date of this report.
At 31 October 2017, the following shareholders held 3% or more of the issued share capital of the Company:
The Directors are not aware that any other person, Company or Group of Companies held 3% or more of the issued share capital of the Company.
The Group has procedures for keeping its employees informed about the progress of the business. The Group continues to encourage employee motivation by operating a Savings Related Share Option Scheme open to all employees. The Group provides training and support for all employees where appropriate, and gives a full and fair consideration to disabled applicants in respect of duties which may be effectively performed by a disabled person. Where existing employees become disabled, the Group will seek to continue employing them, bearing in mind their disability and provided suitable duties are available. Failing this, all attempts will be made to provide a continuing income. Health and Safety matters are a high priority issue for the Board, who consider a monthly report on developments and any incidents that may have occurred, including accidents and near misses.
Policy for Payment of Creditors
The Group agrees terms and conditions with suppliers before business takes place and, while there is no Group code or standard it is not Group policy to extend supplier payment terms beyond that agreed. There are no suppliers subject to special arrangements. The average credit terms for the Group as a whole based on the year end trade payables figure and a 365 day year is 52 days (2016: 47 days).
KPMG LLP have indicated their willingness to continue in office and accordingly a resolution proposing their reappointment will be submitted to the Annual General Meeting.
The Board have decided that after a tenure of six years it would be appropriate to carry out a competitive tender for the Group audit for 2018. KPMG LLP have expressed their willingness to be considered in the competitive review, but have agreed to resign should they be unsuccessful, which would enable the Directors to appoint a new auditor in accordance with section 489(3)(c) of the Companies Act 2006.
Disclosure of Information to Auditor
The Directors who were members of the Board at the time of approving the Directors’ Report are listed on page 27. Having made enquires of fellow Directors each of these Directors, at the date of this report, confirms that:
- to the best of each Director’s knowledge and belief, there is no relevant audit information of which the Group’s auditor is unaware; and
- each Director has taken all the steps a Director might reasonably be expected to have taken to be aware of relevant audit information and to establish that the Group’s auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Statement of Directors’ Responsibilities in Respect of the Annual Report and Accounts, Strategic Report and Directors’ Report and the Financial Statements
The Directors are responsible for preparing the Annual Report and Accounts, Strategic Report and Directors’ Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Under that law they have elected to prepare both the Group and the Parent Company financial statements in accordance with IFRSs as adopted by the EU and applicable law. As required by the AIM Rules of the London Stock Exchange they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and applicable law and have elected to prepare the Parent Company financial statements on the same basis.
Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and of their profit or loss for that period. In preparing each of the Group and Parent Company financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and estimates that are reasonable and prudent;
- state whether they have been prepared in accordance with IFRSs as adopted by the EU; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Parent Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Directors’ Report, Corporate Governance Statement and Directors Remuneration Statement that complies with that law and those regulations
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
By order of the Board
30 January 2018