TIDMSPX
RNS Number : 6441A
Spirax-Sarco Engineering PLC
22 March 2013
22nd March 2013
Spirax-Sarco Engineering plc
2012 Annual Report and Accounts and
Notice of Annual General Meeting
Spirax-Sarco Engineering plc (the "Company") released its
preliminary results announcement of annual results for the year
ended 31st December 2012 ("Final Results announcement") on 7th
March 2013. The announcement made on that date included inter alia
a condensed set of the Company's financial statements and extracts
from the management report.
The Company announces that its 2013 Annual General Meeting will
be held at 2.00 pm on Thursday, 9th May 2013 at Charlton House,
Cheltenham, Gloucestershire, GL53 8ER.
In connection with this, the following documents have been
posted to shareholders:
- Notice of 2013 Annual General Meeting;
- 2012 Annual Report and Accounts; and
- Proxy form for 2013 Annual General Meeting.
In accordance with Listing Rule 9.6.1, printed copies of these
documents have also been submitted to the National Storage
Mechanism and will shortly be available for inspection on the
National Storage Mechanism
(http://www.morningstar.co.uk/uk/NSM).
The Company confirms that the Annual Report and Accounts and the
Notice of 2013 Annual General Meeting are now available to view or
download in a pdf format from the Spirax-Sarco Engineering website.
The direct link to download the Annual Report and Accounts is
http://www.spiraxsarcoengineering.com/pdfs/reports/2012-annual-report.pdf
and the direct link to download the Notice of 2013 Annual General
Meeting is
http://www.spiraxsarcoengineering.com/pdfs/circulars/2013/Cicular%20to%20Shareholders.pdf.
A condensed set of the Company's financial statements and
extracts of the management report including the Business Review,
were included in the Company's Final Results announcement. That
information, together with the Appendix to this announcement, which
contains additional information which has been extracted from the
Annual Report and Accounts for the year ended 31st December 2012,
constitutes the material required for the purposes of compliance
with the Transparency Rules and should be read together with the
Final Results announcement, which can be downloaded from the
Company's website at
http://www.spiraxsarcoengineering.com/pdfs/news/News%20Release%202012%20Preliminary%20Results.pdf.
This announcement should be read in conjunction with and is not a
substitute for reading the full Annual Report and Accounts.
Together these constitute the information required by DTR 6.3.5,
which is required to be communicated to media in unedited full text
through a Regulatory Information Service. Page and note references
in the text below refer to page numbers and notes in the Annual
Report and Accounts.
Appendix
Risks and uncertainties
A description of the Company's principal risk and uncertainties
is extracted from pages 58 and 59 of the 2012 Annual Report and
Accounts.
"Principal risks
A summary of the principal risks, their likely impact and an
explanation of how the Group mitigates each risk is set out in the
table below. The direction of change in particular risks during the
year is explained in the 'Principal Risk' column and illustrated by
the arrow in the 'Change' column. Finally, we have also set out the
relevance of the risk to our strategy.
Please note that the 'Change' column shows the change in the
risk and not the mitigation of the risk.
Principal Risk Change Impact Mitigation Relevance
to strategy
---------------- ------- --------------------------------------------------------- ------------------------------------------------------------- ------------
Economic and
political
instability: Ç * Fluctuations in profit from significant currency * Compliance with Group Treasury Policy Broaden
The Group movements our
operates global
worldwide. * Strong internal controls with internal audit and presence
Economic * Reduced profit due to impact on customers from appropriate insurance
and political economic problems
instability
creates risks * Resilient business model (as explained in the
for our * Potential redenomination of local currency, Business Review on page 17).
locally based devaluation and high inflation.
direct
operations. * Well spread business - approximately 10% of Group
The Group sales originate in the higher risk countries of
has reviewed Greece, Ireland, Italy, Portugal and Spain. Sales in
country, Greece are immaterial.
credit,
liquidity and
currency risks
and,
in particular,
those
arising from
European
debt issues.
The risk has
increased
as a
result of the
deterioration
in some
European
economies
and the
general world
economic
outlook.
---------------- ------- --------------------------------------------------------- ------------------------------------------------------------- ------------
Breach of
regulatory
requirements: Ç * Fines and regulatory action and resultant reduced * Robust internal controls, policies and procedures and Create
The Group profit Group Management Code strong
operates market
in a large positions
number of * Damage to reputation * Establish strong ethical culture supported by
countries communication and training
across the
world and is * Diversion of management time.
subject * Review of commercial arrangements and regulatory
to many requirements with appropriate professional advice
different laws
and
regulations, * Maintain local quality accreditations.
including
the UK Bribery
Act,
the US Foreign
and
Corrupt
Practices Act,
health
and safety,
competition
laws and local
quality
regulations.
Breaching
these laws and
regulations
could have
serious
consequences.
This risk has
increased
in the year as
sales
in Asia
Pacific have
risen.
---------------- ------- --------------------------------------------------------- ------------------------------------------------------------- ------------
Non-compliance
with
health, safety
and Æ * Damage to reputation * Compliance with legislation and codes of best Create
environmental practice strong
legislation: market
The Group * Reduced profit due to fines, compensation and positions
places great clean-up costs * Regular audits, checks and reporting to management
emphasis on and the Board on health, safety and environmental
health, issues
safety and * Enforcement action by regulatory authorities.
environmental
issues in * Ongoing training
relation
to our
employees and * In the course of appointing a Senior Group Health and
operations, Safety Manager.
and those
of our
customers,
suppliers
and
communities so
as to avoid
the risk
of major
health, safety
or
environmental
problems.
---------------- ------- --------------------------------------------------------- ------------------------------------------------------------- ------------
Failure to
respond
to
technological Æ * Failure to achieve expected return on the R&D * Maintain market knowledge and monitor competitor Generate
developments investment developments, making effective use of our direct consistent
or customer field sales force organic
needs: growth
The Group has * Reduced profit
significantly * Maintain investment in R&D programmes Deliver
increased R&D solutions
resources * Loss of market share to reduce
and risks, * Maintain appropriate intellectual property energy
this being registrations, taking enforcement action where usage
ineffective if * Loss of intellectual property. appropriate.
we fail
to respond to
development
and customer
needs
or if we fail
to manage
and protect
our
intellectual
property.
---------------- ------- --------------------------------------------------------- ------------------------------------------------------------- ------------
There may be other risks and uncertainties which are unknown to
the Group or which could become material in the future. These risks
may cause the Group's results to vary materially from historic and
expected results.
Risk of
product Ç * Damage to customer relationships * Products designed and tested to international Create
failure: standards and strict quality procedures strong
The Group market
provides * Reduced profit due to increased costs to correct the positions
a wide range problems caused at customers' plants * Training of sales/installation staff
of products Deliver
into many solutions
different * Litigation following product liability claim. * Appropriate conditions of sale and contractual to reduce
plants and restrictions on liability energy
industries usage
many of which
are in * Insurance cover.
critical
parts of
our
customers'
processes.
A risk exists
that
products are
wrongly
specified or
installed,
fail, or
contain
design
or
manufacturing
faults.
This risk has
increased
during the
year as
a result of
the Group
providing
more fully
integrated
solutions.
--------------- ------- ------------------------------------------------------------ ------------------------------------------------------------ -----------
Loss of
manufacturing
output at any È * Reduced sales and profit due to inability to meet * Group manufacturing strategy to regionalise Broaden
Group customer orders manufacturing base and increase resilience our
factory: global
The Group presence
manufactures * Loss of market share * Business continuity planning and disaster recovery
most of the plans
products
we sell in * Damage to reputation.
eight main * Stocks of components and finished products in sales
factory units companies
which
supply our
sales * Regular and comprehensive back-- ups of IT systems
operations
worldwide.
Loss of * Use of insurance audits/ inspections and business
manufacturing interruption insurance.
output
at any
important
plant
risks serious
disruption
to sales
operations.
This risk has
reduced
in the year
due to
the
realisation
of
the Group's
manufacturing
strategy of
regionalising
the
manufacturing
base.
--------------- ------- ------------------------------------------------------------ ------------------------------------------------------------ -----------
Defined
benefit È * Increase in liabilities * Use of independent professional advisers and
pension custodians for defined benefit pension schemes
deficit:
Defined * Increase in pension costs and cash contributions
benefit * Pension scheme de--risking strategy to automatically
pension reduce equity exposure and increase matching assets
schemes carry * Fluctuations in pension fund asset and liability at pre--agreed trigger points.
risks in values.
relation to
investment
performance,
security of
assets,
longevity and
inflation.
Total defined
benefit
pension
liabilities
represent
approximately
52% of total
Group
assets.
This risk has
reduced
in the year
as a result
of the
operation of
the Mercer
'Dynamic
De-Risking
Solution'.
--------------- ------- ------------------------------------------------------------ ------------------------------------------------------------ -----------
Failure to
realise
acquisition Æ * Failure to achieve expected return on investment * Evaluation of potential targets against Strategic Grow
objectives: Plan and acquisition criteria market
The Group's share
strategy * Assumption of unexpected liabilities.
is focused on * Project management disciplines Deliver
organic solutions
growth to educe
complemented * Appropriate due diligence by Group personnel and energy
by external advisers covering commercial, legal, usage"
acquisitions accounting and environmental issues.
(as
explained in
the Business
Review on
page 17).
We risk
failing to
achieve the
expected
return on
investment
if
acquisitions
are
not properly
identified,
executed and
integrated.
--------------- ------- ------------------------------------------------------------ ------------------------------------------------------------ -----------
Related Party Transactions
The following related parties transactions are extracted from
page 118 of the 2012 Annual Report and Accounts.
2012 2011
"THE GROUP GBP000 GBP000
------------------------------------------ ------- -------
Sales to associated companies 567 732
Dividends from associated companies 1,454 1,461
Amounts due from associated companies at
31st December 47 21
------------------------------------------ ------- -------
2012 2011
PARENT COMPANY GBP000 GBP000
---------------------------------------------- -------- --------
Dividends received from subsidiaries 16,500 99,000
Dividends received from associates 1,454 1,461
Loans and amounts due from subsidiaries at
31st December 143,748 203,172
Amounts due to subsidiaries at 31st December 23,941 1,277
---------------------------------------------- -------- --------
The transactions above were priced on an arm's length basis and
on standard business terms."
Statement of Directors' responsibility
The following responsibility statement is repeated here solely
for the purpose of complying with Disclosure and Transparency Rule
6.3.5. This statement relates to and is extracted from page 83 of
the 2012 Annual Report and Accounts. Responsibility is for the full
2012 Annual Report and Accounts not the extracted information
presented in this announcement and the Final Results
announcement.
"Responsibility statement
We confirm that to the best of our knowledge:
-- The financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company and the undertakings included in the consolidation
taken as a whole; and
-- The management report includes a fair review of the
development and performance of the business and the position of the
Company and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks that
they face.
Signed by
D J Meredith
Finance Director
on behalf of the Board of Directors
6th March 2013"
For further information, please contact:
Andy Robson, General Counsel & Company Secretary
Tel: 01242 535276
About Spirax Sarco
Spirax-Sarco Engineering plc is the world leader in both steam
system management and peristaltic pumping. The Company provides a
broad range of fluid control products, engineered packages, site
services and systems expertise for its diverse range of over
100,000 industrial and institutional customers. The Company helps
its customers to optimise production capacity, reduce energy costs
and emissions, improve product quality and enhance the safety of
their operations. Spirax Sarco is headquartered in Cheltenham,
England, has strategically located manufacturing plants around the
world and employs approximately 4,700 people, of whom around 1,300
are direct sales and service engineers. Its shares have been listed
on the London Stock Exchange since 1959 (symbol: SPX). Further
information can be found at www.spiraxsarcoengineering.com
This information is provided by RNS
The company news service from the London Stock Exchange
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