TIDMSAB
RNS Number : 9844Q
SABMiller PLC
23 June 2015
23 June 2015
SABMiller plc
Annual Financial Report
SABMiller plc has today submitted a copy of the 2015 Annual
Report and Accounts, Notice of the 2015 Annual General Meeting and
Shareholder Proxy Form (UK) to the National Storage Mechanism and
they will shortly be available for inspection at
www.hemscott.com/nsm.do.
The Annual Report and Notice of Annual General Meeting are also
available on the Company's website www.sabmiller.com.
SABMiller plc's Annual General Meeting will be held on Thursday,
23 July 2015 at the InterContinental London Park Lane, One Hamilton
Place, Park Lane, London W1J 7QY.
A condensed set of SABMiller's financial statements and
information on important events that have occurred during the
financial year and their impact on the financial statements were
included in SABMiller's preliminary results announcement released
on 13 May 2015. That information, together with the information set
out below, which is extracted from the 2015 Annual Report,
constitutes the material required by Disclosure and Transparency
Rule 6.3.5 to be communicated to the media in unedited full text
through a Regulatory Information Service. This announcement is not
a substitute for reading the full 2015 Annual Report. Page numbers
and cross-references in the extracted information below refer to
page numbers and sections in the 2015 Annual Report.
PRINCIPAL RISKS AND UNCERTAINTIES (page 16 & 17)
Principal risks
Focused on managing our risks
The principal risks facing the group and considered by the board
and the executive committee are detailed below. The group's
well-developed risk management process is described in the
corporate governance section while financial risks are discussed in
the finance review on page 45 and in note 21 to the consolidated
financial statements.
Principal Context Specific Possible Mitigation Associated
risk risks we impact strategic
face priorities
---------------- ------------------- ------------------- ------------------- ------------------ -----------------
Consistent Consumer -- Failing Topline growth -- Continuous -- Drive
sustainable tastes and to develop progression evaluation of superior
revenue behaviours and ensure does not our brand topline growth.
growth are constantly the strength meet internal portfolios -- Actively
evolving, and relevance and external in every market shape our
and at an of our brands expectations. to ensure that global mix
increasingly with consumers, they target to drive
rapid rate. shoppers Market positions current and a superior
and customers. come under future growth profile.
Competition -- Failing pressure, opportunities -- Build
in the beverage to continue market for profitable a globally
industry to improve opportunities growth. integrated
is expanding our commercial are missed -- Developing organisation
and becoming capabilities and lower a beer category to optimise
more fragmented, to deliver profitability. structure that resources,
complex brand propositions enables us to win in market
and sophisticated. that respond grow both the and reduce
appropriately value of the costs.
to changing beer category,
consumer and our share
preferences. of it.
-- Ensuring
we have deep
understanding
of changing
consumer and
industry dynamics
in key markets,
enabling us
to respond
appropriately
to opportunities
and issues which
may impact our
business
performance.
-- Building
our brand
equities
through
innovation
and compelling
marketing
programmes;
creating a
pipeline
of opportunities
to support our
premium offering.
-- Focusing
on monitoring
and benchmarking
commercial
performance
and developing
the critical
commercial
capabilities
that are required
in order to
win in local
markets.
---------------- ------------------- ------------------- ------------------- ------------------ -----------------
Industry The global -- Failing Lower growth -- Continued -- Actively
consolidation brewing to participate rate, competitor and shape our
and beverages in the right profitability target analysis global mix
industry opportunities. and financial to consider to drive
is expected -- Paying returns. strategic and a superior
to continue too much financial growth profile.
to consolidate. to acquire Failure to implications -- Drive
There will a business. maintain of potential superior
continue -- Not our competitive transactions. topline growth.
to be implementing position -- Potential
opportunities integration relative transactions
to enter plans to our peers. are subject
attractive successfully. to continual
growth markets, -- Failing and rigorous
to realise to identify analysis. Only
synergy and develop opportunities
benefits the capabilities with potential
from integration necessary to create value
and to leverage to facilitate are pursued.
our global market and -- Proven
scale. category integration
entry. processes,
procedures
and practices
are applied
to ensure
delivery
of expected
returns.
-- Activities
to deliver
synergies
and leverage
scale are in
place, monitored
closely and
continuously
enhanced.
-- Development
of
non-traditional
capabilities
to enter and
grow profitably
in new markets.
---------------- ------------------- ------------------- ------------------- ------------------ -----------------
Regulatory With an -- Unreasonable Lower growth, -- Rigorous -- Drive
changes increasingly regulation profitability adherence to superior
high profile places increasing and reduced the principle topline growth.
debate over restrictions contribution of -- Actively
alcohol on the to local self-regulation shape our
consumption availability communities backed by global mix
in many and marketing in some countries. appropriate to drive
markets, of beer. policies and a superior
the alcohol -- Tax and Loss of consumer management growth profile.
industry excise changes goodwill review. -- Build
is coming cause pressure and public -- Building a globally
under more on pricing. sentiment. and maintaining integrated
pressure -- Anti-alcohol licence to trade organisation
from national advocates capabilities to optimise
and international erode industry across the group resources,
regulators, reputation. to facilitate win in market
NGOs and sound risk and reduce
local governments. analysis costs.
and mitigation
plan development.
-- Constructive
engagement with
government and
all external
stakeholders
on
alcohol-related
issues. Working
collaboratively
with them to
address the
harmful use
of alcohol.
-- Investment
to improve the
economic and
social impact
of our businesses
in local
communities
and working
in partnership
with local
governments
and NGOs.
-- Driving our
Prosper shared
imperatives
to make a
sustainable
and measurable
difference to
the communities
and ecosystems
in which we
operate.
---------------- ------------------- ------------------- ------------------- ------------------ -----------------
Management We believe -- Failing Failure to -- Building -- Build
capability that our to identify, deliver the the group's a globally
people are develop group's strategic leadership talent integrated
our enduring and retain and financial pipeline through organisation
advantage an appropriate ambitions. our Global Talent to optimise
and therefore pipeline Management model, resources,
it is essential of talented Lower long-term strategic people win in market
that we managers profitable resourcing and and reduce
develop for the growth. long-term talent costs.
and maintain present pipeline. -- Drive
global management and future -- Sustaining superior
capability. needs of a strong culture topline growth.
the group. of
accountability,
empowerment
and personal
development.
---------------- ------------------- ------------------- ------------------- ------------------ -----------------
Delivering We continue -- Failing Increased -- Senior -- Build
business to execute to derive programme leadership a globally
transformation major efficiency the expected costs, lower closely involved integrated
programmes benefits benefits in monitoring organisation
that will from the than planned, progress and to optimise
simplify projects delays in in making key resources,
processes, currently benefit decisions. win in market
reduce costs under way. realisation -- Mechanisms and reduce
and allow -- Failing and business in place to costs.
local management to contain disruption. track both costs -- Actively
teams to programme and benefits. shape our
focus more costs or Reputational -- Rigorous global mix
closely ensure execution damage and programme to drive
on their is in line reduced management a superior
markets. with planned competitive and governance growth profile.
timelines. advantage processes
in the medium (including
term. independent
programme
assurance)
with dedicated
resources and
clear
accountability.
---------------- ------------------- ------------------- ------------------- ------------------ -----------------
Information There is -- Disruption Loss of -- Continued -- Build
and cyber increasing of information competitive development, a globally
security sophistication technology advantage articulation integrated
of cyber-attack (IT) systems and reputational and organisation
capabilities. and a loss damage through implementation to optimise
Business's of valuable the publicised of information resources,
increasing and sensitive loss of key security win in market
demand for information operating policies. and reduce
consumers' and assets. systems and -- Increased costs.
and customers' -- Significant confidential investment to
personal business data. improve
data means disruption. information
legislators -- Failing Adverse effect security
rightly to comply of profitability, awareness,
continue with tightening cash flows intelligence
to impose legislation or financial and
tighter poses a position. implementation
data management threat of of sound security
control. significant processes.
financial -- Building
penalties and enhancing
or restrictions. processes to
deal with IT
security
incidents.
---------------- ------------------- ------------------- ------------------- ------------------ -----------------
Acquisition A key aspect -- Failing Lower growth -- Embedding -- Actively
of CUB of the CUB to deliver rates, of the SABMiller shape our
acquisition integration profitability Ways (its global mix
was the objectives and asset processes, to drive
delivery and commercial values. systems and a superior
of a turnaround and operational tools) throughout growth profile.
plan with excellence Damage to the CUB business. -- Build
specific targets the group's -- Commercial a globally
and communicated communicated reputation efforts in market integrated
financial as part for strong to effectively organisation
value creation. of the turnaround commercial deliver volume, to optimise
plan. capability value and market resources,
-- Failing and for making share gains. win in market
to achieve value creating -- Continued and reduce
the synergy acquisitions. monitoring of costs.
and cost progress to
saving commitments complete the
of the integration
transaction. objectives,
including
frequent
and regular
tracking of
key performance
indicators.
---------------- ------------------- ------------------- ------------------- ------------------ -----------------
RELATED PARTY TRANSACTIONS
Note 31 to the consolidated financial statements on page 171
details the following related party transactions.
31. Related party transactions
a. Parties with significant influence over the group: Altria
Group, Inc. (Altria) and the Santo Domingo Group (SDG)
Altria is considered to be a related party of the group by
virtue of its 26.8% equity shareholding. There were no transactions
with Altria during the year.
SDG is considered to be a related party of the group by virtue
of its 14.0% equity shareholding in SABMiller plc. There were no
transactions with SDG during the year ended 31 March 2015. During
the year ended 31 March 2014 Bavaria SA and its subsidiaries made
donations of US$14 million to the Fundación Mario Santo Domingo,
pursuant to the contractual arrangements entered into at the time
of the Bavaria transaction in 2005, under which it was agreed that
the proceeds of the sale of surplus non-operating property assets
owned by Bavaria SA and its subsidiaries would be donated to
various charities, including the Fundación Mario Santo Domingo.
There were no balances owing to the SDG at 31 March 2015 and 31
March 2014.
b. Associates and joint ventures
Details relating to transactions with associates and joint
ventures are analysed below.
2015 2014
US$m US$m
-------------------------------------------- ------ ------
Purchases from associates1 (173) (168)
Purchases from joint ventures2 (88) (93)
Sales to associates3 9 9
Sales to joint ventures4 21 23
Dividends receivable from associates5 423 224
Dividends received from joint ventures6 976 903
Royalties received from associates7 18 25
Royalties received from joint ventures8 1 2
Management fees, guarantee fees and other
recoveries received from associates9 14 11
Marketing fees paid to associates10 (1) -
Management fees paid to joint ventures11 (2) (2)
-------------------------------------------- ------ ------
1 The group purchased canned Coca-Cola products for resale from
Coca-Cola Canners of Southern Africa (Pty) Limited (Coca-Cola
Canners); inventory from Distell Group Ltd (Distell), Associated
Fruit Processors (Pty) Ltd (AFP); and Delta Corporation (Delta);
and accommodation from Tsogo Sun.
2 The group purchased lager from MillerCoors LLC
(MillerCoors).
3 The group made sales of lager to Tsogo Sun, Delta, Anadolu
Efes Biracılık ve Malt Sanayii A (Anadolu Efes), International
Trade and Supply Ltd (ITSL) and Distell.
4 The group made sales to MillerCoors.
5 The group had dividends receivable from China Resources Snow
Breweries Ltd (CR Snow) of US$228 million (2014: US$nil), Castel of
US$108 million (2014: US$97 million), Coca-Cola Canners of US$5
million (2014: US$5 million), Distell of US$18 million (2014: US$20
million), Tsogo Sun of US$24 million (2014: US$34 million), Delta
of US$18 million (2014: US$17 million), International Trade and
Supply Limited of US$21 million (2014: US$18 million), Grolsch (UK)
Ltd of US$1 million (2014: US$1 million) and Anadolu Efes US$nil
(2014: US$32 million).
6 The group received dividends from MillerCoors.
7 The group received royalties from Delta and Anadolu Efes.
8 The group received royalties from MillerCoors.
9 The group received management fees from Delta, consulting fees
from Anadolu Efes and other recoveries from AFP.
10 The group paid marketing fees to ITSL.
11 The group paid management fees to MillerCoors.
At 31 March 2015 2014
US$m US$m
------------------------------------- ------ ------
Amounts owed by associates - trade1 28 42
Amounts owed by joint ventures2 4 5
Amounts owed to associates3 (38) (39)
Amounts owed to joint ventures4 (18) (16)
------------------------------------- ------ ------
1 Amounts owed by AFP, Delta, Coca-Cola Canners, Castel, ITSL,
and Anadolu Efes.
2 Amounts owed by MillerCoors.
3 Amounts owed to AFP and Castel.
4 Amounts owed to MillerCoors.
Guarantees provided in respect of associates' bank facilities
are detailed in note 21.
c. Transactions with key management
The group has a related party relationship with the directors of
the group and members of the excom as key management. Key
management compensation is provided in note 6c.
DIRECTORS' RESPONSIBILITY STATEMENT IN RESPECT OF THE
CONSOLIDATED FINANCIAL STATEMENTS (page 100)
The directors are responsible for preparing the annual report,
the directors' remuneration report and the financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare financial
statements for each financial year. The directors have prepared the
consolidated financial statements in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European
Union, and the parent company financial statements in accordance
with United Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards) and applicable law.
Under company law the directors must not approve the
consolidated financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the group
and company and of the profit or loss of the group for that
period.
In preparing those financial statements, the directors are
required to:
-- select suitable accounting policies and then apply them
consistently;
-- make judgements and accounting estimates that are reasonable
and prudent;
-- state whether IFRSs as adopted by the European Union and
applicable UK Accounting Standards have been followed, subject to
any material departures disclosed and explained in the group and
parent company financial statements respectively; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the group and the
company will continue in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the transactions of
the company and group and disclose with reasonable accuracy at any
time the financial position of the company and group and enable
them to ensure that the company and consolidated financial
statements and the directors' remuneration report comply with the
Companies Act 2006 and, as regards the consolidated financial
statements, Article 4 of the IAS Regulation. They are also
responsible for safeguarding the assets of the company and the
group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
A copy of the consolidated and company financial statements is
placed on the company's website. The directors are responsible for
the maintenance and integrity of the statutory and audited
information 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.
The directors consider that the annual report and accounts,
taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the group's
performance, business model and strategy.
Each of the directors, whose names and functions are listed on
pages 52 and 53 of this annual report, confirm that, to the best of
his or her knowledge:
-- the consolidated financial statements, which have been
prepared in accordance with IFRSs as adopted by the EU, the
Companies Act 2006 and Article 4 of the IAS Regulation, give a true
and fair view of the assets, liabilities, financial position and
profit of the group; and
-- the management report contained in this annual report
includes a fair review of the development and performance of the
business and the position of the group, together with a description
of the principal risks and uncertainties that it faces.
The directors in office at the date of this report have each
confirmed that:
-- so far as the director is aware, there is no relevant audit
information of which the group's auditors are unaware; and
-- he or she has taken all the steps he or she ought to have
taken as a director in order to make himself or herself aware of
any relevant audit information and to establish that the group's
auditors are aware of that information.
Stephen Shapiro
Group Company Secretary
This announcement does not constitute an offer to sell or issue
or the solicitation of an offer to buy or acquire ordinary shares
in the capital of SABMiller plc (the "company") or any other
securities of the company or its subsidiaries or associates in any
jurisdiction or an inducement to enter into investment
activity.
This announcement is intended to provide information to
shareholders. It should not be relied upon by any other party or
for any other purpose. This announcement includes 'forward-looking
statements' with respect to certain of SABMiller plc's plans,
current goals and expectations relating to its future financial
condition, performance and results. These statements contain the
words "anticipate", "believe", "intend", "estimate", "expect" and
words of similar meaning. All statements other than statements of
historical facts included in this announcement, including, without
limitation, those regarding the company's financial position,
business strategy, plans and objectives of management for future
operations (including development plans and objectives relating to
the company's products and services) are forward-looking
statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other important factors that could
cause the actual results, performance or achievements of the
company to be materially different from future results, performance
or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the company's present and future business
strategies and the environment in which the company will operate in
the future. These forward-looking statements speak only as at the
date of this announcement. Factors which may cause differences
between actual results and those expected or implied by the
forward-looking statements include, but are not limited to:
material adverse changes in the economic and business conditions in
the markets in which SABMiller operates; increased competition and
consolidation in the global brewing and beverages industry; changes
in consumer preferences; changes to the regulatory environment;
failure to deliver the integration and cost-saving objectives in
relation to the Foster's acquisition; failure to derive the
expected benefits from the global efficiency programmes; and
fluctuations in foreign currency exchange rates and interest
rates.
The company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking
statements contained herein to reflect any change in the company's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
The past business and financial performance of SABMiller plc is not
to be relied on as an indication of its future performance.
This information is provided by RNS
The company news service from the London Stock Exchange
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