Final Results
Anpario plc
Final Results
Anpario plc (AIM: ANP)
Anpario plc, the international producer and distributor of natural
animal feed additives for animal health, nutrition and biosecurity is
pleased to announce its full year results for the twelve months to 31
December 2017.
Financial and operational highlights
Financial highlights
-
20% increase in revenue to £29.2m (2016: £24.3m)
-
25% rise in gross profits to £14.3m (2016: £11.4m)
-
10% improvement in adjusted EBITDA1 to £5.1m (2016: £4.6m)
-
Proposed final dividend of 4.5p (2016: 5.5p) per share, total dividend
for the year 6.5p (2016: 5.5p) an increase of 18%.
-
Cash balances of £13.6m at the year-end (2016: £11.1m)
Operational highlights
-
Sales growth achieved across all regions
-
Implementation of our strategy starting to deliver planned benefits
-
Wholly-owned subsidiaries setup in Thailand and Indonesia
-
Australian distributor, acquired in early 2017, performing well
Peter Lawrence, Chairman, commented:
“The Company is maintaining the progress of last year. However, as
Anpario is an international business it is not immune to the effects of
currency movements. The recent strengthening of sterling against some
major currencies has created a headwind and we are cautiously watching
the movement in raw material prices which might be mitigated by both our
production automation and route to market. Our strong balance sheet and
reliable cash generation provide Anpario with a platform to invest in
growth for the future and to seek out selective earning enhancing
acquisitions. Overall, I remain optimistic and look forward with
confidence to reporting further progress in our interim results.”
1 Adjusted EBITDA represents profit for the period before tax
£3.403m (2016: £2.680m) adjusted for: share based payments £0.259m
(2016: £0.210m); net finance income £0.042m (2016: £0.059m);
depreciation, amortisation and impairment charges of £0.825m (2016:
£0.559m) and exceptional items of £0.627m (2016: £1.221m).
Chairman’s statement
Anpario delivered a very strong performance for the twelve months to 31
December 2017 with growth in both revenue and profit. These results
endorse our strategy of recruiting regional commercial teams and
unifying our brands under the Anpario name. It is encouraging to see
sales growth across all our regions and improved gross margin as the
proportion of sales direct to the end user has increased through using
our wholly owned subsidiaries. Moreover, our average sales price has
risen as the proportion of sales of higher value added products has
increased reflecting the success of our more targeted sales initiatives.
The integration of our Australian distributor is now complete and the
business is performing well. Our subsidiary in Thailand, established
during the period, has now made its first sales to end users in that
country.
The board is recommending a final dividend of 4.5 pence per share making
a total of 6.5 pence per share for the year, an increase of 18%. This
dividend, payable on 27 July to shareholders on the register on 13 July,
will be Anpario’s tenth consecutive year of increased dividend payments
to shareholders and continues to reflect the Company’s confidence in the
future and its ability to generate cash.
Financial Review
Revenues for the year increased by 20% to £29.2m (2016: £24.3m) with
strong growth across all regions. This significant progression is
justification for, and the realisation of the efforts of all staff and
the investment made over the past two years to redirect the strategy and
push the Group forward.
Gross profits have advanced by 25% to £14.3m (2016: £11.4m). Despite
underlying raw material price inflation, we have been able to maintain
our overall Group margins through increased volumes and a higher
proportion of end customer sales.
To support the revenue growth and strategic initiatives, administrative
expenses have risen by 36% to £10.4m (2016: £7.6m). This increase is
primarily through higher employment and associated costs. Foreign
exchange losses during the year totalled £0.6m. This compares with a
gain of £0.2m in 2016 and represents an adverse variance of £0.8m. When
the impact of foreign exchange is excluded, the comparative increase in
underlying and continuing administrative expenses of 25% was lower.
Adjusted EBITDA, increased by 10% to £5.1m (2016: £4.6m), this positive
advance was after taking into account currency effects.
Exceptional items in the year totalled £0.6m (2016: £1.2m), which have
been incurred as part of the restructuring of the business, which we
consider is substantially complete.
Profit before income tax has increased significantly by 27% to £3.4m
(2016: £2.7m). Basic earnings per share increased by 15% to 14.66 pence
per share (2016: 12.79 pence) and diluted earnings per share increased
by 13% to 14.17 pence per share (2016: 12.58 pence).
The balance sheet is strong and debt free, with positive net cash
generated from operating activities of £5.2m (2016: £3.8m). An overall
net cash increase after investment and dividend payments of £2.5m (2016:
£1.7m), resulting in a year-end cash balance of £13.6m (2016: £11.1m).
On 3 February 2017, the Group acquired the business and inventory of our
Australian distributor, Cobbett. The initial cash outflow was £0.5m,
with a further contingent consideration amount of £0.2m provided for. In
the period since acquisition, the business has contributed revenues of
£0.9m and profit before tax of £0.1m.
Operations
All regions delivered sales growth during the period with particularly
strong performances in South East Asia, China, Middle East and the
United States. Growth achieved in the United States was from a low base;
however, the region now accounts for 7% of Group revenue and 10% of
gross profit reflecting the high proportion of sales direct to the end
user. Overall, organic sales growth totalled £4.0m. This advance
reflects our strategy of transforming Anpario’s sales channels to
getting closer to the end user and increasing the proportion of higher
value added products.
The United States continued to be the standout performer where sales
have accelerated in the dairy sector and to organic egg layers and
supplying poultry integrators for both conventional and antibiotic free
production. Orego-Stim and our feed safety products are being well
received by customers, who are benefitting from the significant return
on investment and the products help to achieve sustainable antibiotic
free production. The United States presents a significant opportunity
and we are actively recruiting a number of new sales people to build
sales across this very large market. Inevitably, these overhead costs
will be incurred before additional revenue is generated, however, we are
confident on delivery over the coming year.
China benefited from the relaunch of Orego-Stim and this product
accounts for around a quarter of our Chinese business. Anpario is the
only supplier of Orego-Stim in China but currently sells under the
Meriden-Stim brand. Litigation has continued with a former distributor
over the trademark ownership, which we successfully regained in a recent
court judgement. However, this has now been referred to the Court of
Appeal. China’s sales were modestly affected by delays in renewing local
registrations but this issue was resolved towards the end of the period.
The integration of Cobbett and its rebranding as Anpario Australia is
complete. Group finance and information systems have been installed,
which give our finance and operation teams in the UK head office full
visibility of how the business is progressing. A new regional manager
has been appointed and is developing relationships with the extensive
customer base.
In South East Asia, our wholly owned subsidiary in Thailand started
trading and has now achieved its first sales direct to key end users.
Two additional regional account managers have also been appointed to
help drive sales growth.
Latin America achieved sales growth of 8% during the period with the two
key markets, Brazil and Mexico, delivering strong performances. A change
of team in Brazil combined with selling direct to the end users has
helped to drive a turnaround there. Sales to customers in Chile and Peru
were affected by changing distributors in those countries; we expect the
benefit of these changes to come through during 2018.
The Middle East returned to growth with strong performances from Israel
and Turkey and the start of sales in Kuwait. Sales in Egypt were
impacted towards the end of the year as avian influenza hit production.
We continue to build our sales force in the region including appointing
a ruminant specialist in the United Arab Emirates.
Sales to Europe increased by 9%. The United Kingdom and Ireland were
particularly good markets with sales ahead by 16% compared to the
previous year. The principal reason for this excellent performance was
the general improvement in the dairy sector and our initiatives focused
on selling our range of gut health products and mycotoxin binders.
Production
The investment in our production plant in Manton Wood in recent years
has improved productivity and enabled a quicker throughput of our
products. We have also recently made modifications to enable us to
produce smaller pack sizes often requested by specific customers, and we
intend to evaluate further opportunities where we can market smaller
liquid and powder pack sizes.
We have been experiencing some raw material price increases, especially
where there has been a disruption in production of specific raw
materials. Anpario has strong relationships with its suppliers and
although we have not been able to counter the price rises we have
ensured continuity of supply. We have passed some increases on to
customers but we believe our investment in automation and growth in
direct business will help us to mitigate the effect of these input price
rises and to maintain our margins.
Innovation and development
We have now completed the recruitment of our central technical team and
its members have been designing and running trials to support the
development of our product range. In addition to the zinc oxide trials
mentioned at the half year; further trials include fertility improvement
in dairy cows using Optomega and the use of Orego-Stim in relation to
the development of coccidial immunity following vaccination. These
trials have been undertaken in leading institutions around the world.
We have recently recruited a corporate development director to direct
our strategic marketing plans and to help our sales teams when launching
new products and to more effectively communicate the benefits to
customers.
Board
I would like to welcome Richard Wood to the Board, he joined as Senior
Independent Director in November 2017. We look forward to working with
Richard and benefiting from his experience in the global animal health
sector having built Genus plc into one of the world’s leading animal
genetics companies.
People
Anpario’s growth and development is a reflection of its people across
the globe. They are motivated by a desire to be leaders in their
markets, delivering excellence to customers and helping build an
international business that is known for its quality and success. Their
commitment and dedication is greatly appreciated.
Outlook
The Company is maintaining the progress of last year. However, as
Anpario is an international business it is not immune to the effects of
currency movements. The recent strengthening of sterling against some
major currencies has created a headwind and we are cautiously watching
the movement in raw material prices which, as I mentioned above, might
be mitigated by both our production automation and route to market. Our
strong balance sheet and reliable cash generation provide Anpario with a
platform to invest in growth for the future and to seek out selective
earning enhancing acquisitions. Overall, I remain optimistic and look
forward with confidence to reporting further progress in our interim
results.
Peter Lawrence
Chairman
7 March 2018
Key performance indicators
The key performance indicators (“KPIs”) for the Group are those that
communicate the financial performance and strength of the Group, as a
whole, to shareholders. In addition, other key non-financial performance
indicators are also used by management in running and assessing the
performance of the individual businesses within the Group.
A summary of the KPIs is as follows:
Financial
|
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
|
Revenue
|
|
29,241
|
|
24,340
|
|
|
Gross profit
|
|
14,346
|
|
11,445
|
|
|
Adjusted EBITDA (note 3)
|
|
5,072
|
|
4,611
|
|
|
Adjusted earnings per share (note 8)
|
|
16.74p
|
|
16.90p
|
|
|
|
|
|
|
|
|
|
Net assets
|
|
30,522
|
|
28,537
|
|
|
Cash generated
|
|
2,500
|
|
1,652
|
|
|
Cash and cash equivalents
|
|
13,559
|
|
11,112
|
|
Non-financial
Health and safety – major accidents reportable to the Board in the year
nil (2016: nil).
The Group also regards growth of business in key target markets and the
on-going achievement of product registrations and quality assurance
accreditations as other KPIs.
Principal risks and uncertainties
The Directors present below their review of the principal risks and
uncertainties facing the business. If any of the following risks
materialise, the Group’s business, financial condition, prospects and
share price could be materially and adversely affected. The Directors
consider the following risks, along with specific financial risks
outlined in the notes to the financial statements, are the most
significant but not necessarily the only ones associated with the Group
and its businesses:
The Group operates in competitive global markets and there are no
assurances that the Group’s competitiveness will improve or that it will
win any additional market share from any of its competitors or maintain
existing market shares. We review our pricing and take action to control
our cost base to ensure that we remain as competitive as possible and
protect our margins. Failure to do this may result in materially lower
margins and loss of market share.
-
Dependence on key customers
The Group is dependent on a number of customers and distributors in each
of the territories it sells to. The loss of one or more of its key
customers could result in lower than expected sales and potential bad
debt exposure. The Group seeks to minimise reliance on key territories
and individual customers and distributors by increasing geographic
spread and market penetration. Where possible, risk is mitigated through
settlement by letters of credit and purchase of credit insurance.
The Group’s profitability may be reduced due to increases in the price
of raw materials and commodities, which can experience price volatility,
caused by the price of oil, demand and specific commodity market and
currency fluctuations. To mitigate this risk the Group closely monitors
costs and seeks to pass on increases to its customers; a number of
suppliers are used in order to secure the best raw material prices.
The UK’s referendum result on European Union (EU) membership has created
uncertainty surrounding the nature of our trading relationship with EU
countries. Depending on the outcome of the exit negotiations there could
potentially be duties charged on goods we import from the EU and
effectively increased prices to our EU customers through any duties
imposed on their purchases from our operations in the UK. Anpario has
been proactively engaged in understanding the potential scenarios and
drawing up plans to mitigate any future risks to the business.
The Group’s competitiveness, profitability and net assets may be
affected by significant currency fluctuations. The Group seeks to
mitigate the impact through implementation of a Board approved hedging
policy and entering into financial instrument contracts in respect of
anticipated exposures.
-
Intellectual property risk
The commercial success of the Group and its ability to compete
effectively with other companies depend, amongst other things, on its
ability to obtain and maintain product registrations and trademarks to
provide protection for the Group’s intellectual property rights. The
failure to obtain product registrations and trademark protection may
have a material adverse effect on the Group’s ability to conduct and
develop its business. The Group seeks to reduce this risk by ensuring
registrations are in place and regularly maintained as required in each
jurisdiction that it exports to; seeking trademark protection for the
Group’s brands and products as considered appropriate; maintaining
confidentiality agreements regarding Group know-how and technology; and
monitoring the registration of patents and trademarks by other parties.
The Group’s products are subject to national regulatory requirements in
every country that its products are sold. These can be subject to sudden
and unpredictable changes and can therefore affect the Group’s ability
to sell products in certain countries. The Group has clearly established
quality systems and procedures in place to obtain required regulatory
approvals and always strives to meet or exceed regulatory requirements
and ensure that its employees have detailed experience and knowledge of
the regulations. The compliance and legal teams remain constantly
updated in respect of proposed and actual changes in order to ensure
that the business is equipped to deal with and adhere to such changes.
Where any changes are identified which could affect our ability to
continue to market and sell any of our products, a response team is
created in order to mitigate such risk and to retain effective
communication with the relevant regulators.
Anpario’s strategy for growth
Anpario is an international producer and distributor of high performance
natural feed additives for animal health, hygiene and nutrition. Our
products work in harmony with the natural aspects of the animal’s
biology; and Anpario’s expertise is focused on intestinal and animal
health, and utilizing this understanding to improve animal performance
and producer profitability.
Anpario supplies its customers with quality assured products
manufactured in the United Kingdom and has an established global sales
and distribution network in over 70 countries.
Anpario was built up through a combination of acquisitions and organic
growth by establishing wholly owned subsidiaries in a number of key meat
producing countries. The portfolio of products has been developed with
the customer and the animal in mind, taking into account the life stages
of the animal and the periods when they will be more challenged.
Anpario is well positioned to benefit from the trends in growth of the
world’s population, the increasing demand for meat and fish protein in
developing countries and the tightening of global regulation which
favours more natural feed additive solutions.
Our platform for growth
Sales Channel Management
-
We target key markets that offer the greatest growth prospects and
prioritise resources, time and investment
-
We focus growth on the fastest developing regions and opportunities of
Asia Pacific, Latin America and the United States
-
In order to optimise our sales channels we have an experienced team of
regional commercial directors to lead local sales teams who build
closer relationships with major end users
-
Wholly owned Subsidiaries have been set up in China, Brazil and the
USA: the top three meat producing countries in the world, which
account for over 50% of production output
-
More recently, new subsidiaries have been set up in Thailand and
Indonesia, and we acquired our Australian distributor in 2017
-
We are building local commercial teams to service end users with both
technical and commercial support for their production
Growth
will fuel the self-financing of further initiatives within the
subsidiaries and key regions
Differentiation
-
We combine science and marketing to add value to our offering and
drive differentiation from our competitors
-
The portfolio of innovative products work in harmony with the natural
aspects of the animal’s biology to promote healthy growth
-
Our technical team are highly qualified, the majority are PhDs or
veterinarians
-
Our expanding database of trials continues to demonstrate improvements
in food conversion, productivity, weight gain and mortality reduction
-
Anpario brought together cutting-edge product technologies and has a
broad range of speciality feed additive products, including pioneering
products such as ‘Orego-Stim’ and ‘Salkil’
-
Anpario’s carrier technology is unique in allowing quick acting liquid
active ingredients to be fed to the target animal in a dry, easy to
handle, mixable form. Our competitive advantage in formulating liquid
actives onto Anpario’s carrier systems makes it easier for the
feed-miller to work with and also for the animal to benefit from the
active ingredients quickly and efficiently. The inert carrier also
acts as a colonisation matrix on which indigenous probiotic organisms
flourish, further encouraging the optimum balance of microflora in the
gastro-intestinal tract
-
Our production processes combined with specifically designed packaging
ensures both product consistency, quality and longevity of efficacy
Leveraging
the innovations of our offering supports the sustainability of our
growth and builds confidence in our brands
Efficiency
-
We have unified our trading divisions into a single company umbrella
brand strategy, this will enable the company to communicate more
effectively and clearly in terms of our corporate vision, philosophy
and values, as well as concentrating more marketing and research and
development expenditure behind one brand
-
Our portfolio has been divided into four product categories,
Eubiotics, Feed Security, Feed Quality and Nutritional
-
We maximise efficient use of our resources to generate continued,
consistent and sustained value for our shareholders
-
Recent investment in the production plant has improved our efficiency,
operational gearing and speed of throughput enabling us to respond to
customer demand more quickly
-
We are profitable, cash generative, debt free and pay an increasing
dividend
Driving efficiency throughout the organisation serves
to accelerate the profitability of the Group
Our opportunity
Global population growth
-
The world population is forecast to grow from 7bn to over 9bn by 2050
-
There is an increasing growth of middle classes in the emerging markets
-
The demand for meat protein continues to grow
-
All these demands need to be met from a finite land resource
-
Farming has to intensify significantly in order to satisfy these
requirements
Legislation and food safety
-
Intensification of livestock production
-
Management and biosecurity practices are lagging, particularly in
developing economies, increasing the risk of disease
-
The resistance to antibiotics magnifies the risk of exposure
-
Consumers demand improved levels of food safety including the removal
of antibiotics from the food chain
-
Legislation is tightening in many countries
Anpario
-
Supplies natural alternatives to protect and improve performance of
livestock
-
Our diverse geographic reach enables us to get closer to our customers
and generates significant upside
-
Consolidating our acquisitions and establishing subsidiaries to
control the sales channel has offered transformational scope
-
Our innovative product portfolio will add value and fuel our growth
Corporate social responsibility
Anpario seeks to ensure a sustainable business, behaving socially,
ethically and environmentally responsibly in relation to all its key
stakeholders, including the communities in which the Group operates, its
people and the environment. This is demonstrated through its:
Anpario supplies products to over 70 countries and provides products to
enhance animal health and nutrition. Internal quality control ensures:
the safety of its products; the operation of its manufacturing
facilities to the highest standards; and the achievement of industry
recognised quality standards. Responsible procurement policies are in
place to source raw materials to high specification. We have an
established Group health and safety policy and we are committed to
achieving a safe and secure working environment in all our own locations.
Over 100 employees work for Anpario in the UK and its global operations.
It is the Group’s policy to involve colleagues in the business and to
ensure that matters of concern to them, including the Group’s aims and
objectives and its financial performance, are communicated in an open
way. Where appropriate, employees are offered the opportunity to become
shareholders in order to promote active participation in, and commitment
to, the Group’s success. The provision of SAYE share schemes has
resulted in 42 employees contributing to one or more of the current
schemes in operation.
We encourage our employees to further develop their skills and provide
appropriate training in order to support our people and grow
organisational capabilities.
Anpario is an inclusive organisation where no-one receives less
favourable treatment on the grounds of gender, nationality, marital
status, colour, race, ethnic origin, creed, sexual orientation or
disability. The promotion of equal opportunities for all employees is
regarded as an important Group priority. An analysis of Directors,
senior managers and other employees by gender as at 7 March 2018 is as
follows:
|
|
|
Male
|
|
Female
|
|
|
Directors
|
|
3
|
|
1
|
|
|
Senior Managers
|
|
8
|
|
9
|
|
|
Administration, Production, Sales and Technical Staff
|
|
51
|
|
40
|
|
|
|
|
62
|
|
50
|
|
Corporate governance
The Company’s shares are traded on the Alternative Investment Market
(“AIM”) of the London Stock Exchange and the Company is therefore not
required to report on compliance with the UK Corporate Governance Code.
The Directors support the UK Corporate Governance Code and are
implementing many of the recommendations which are relevant to a
business the size of Anpario plc. The Board is committed to high
standards of corporate governance. Anpario are committed to behaving
professionally and responsibly to ensure the highest standards of
honesty and integrity are maintained. Anpario also have a whistleblowing
policy that is applicable to all our employees, other workers, our
suppliers and those providing services to our organisation. A copy of
our code of conduct is available on our website http://www.anpario.com/code-of-conduct/.
The Board of Directors is collectively responsible and accountable to
shareholders for the long-term success of the Company. The Board
provides leadership within a framework of prudent and effective controls
designed to enable risk to be assessed and managed.
The Board regularly reviews the operational performance and plans of the
Company and determines the Company’s strategy, ensuring that the
necessary financial and human resources are in place in order to meet
the Company’s objectives. The Board also sets the Company’s values and
standards, mindful of its obligations to shareholders and other
stakeholders.
The Board meets formally at least four times per annum. All Board
members receive agendas and comprehensive papers prior to each Board
meeting. The Finance Director is also the Company Secretary and is
responsible to the Board for ensuring that Board procedures are followed
and that applicable rules and regulations are adhered to.
All Directors are subject to reappointment by shareholders at the first
Annual General Meeting following their appointment and thereafter by
rotation.
The Board delegates its authority for certain matters to its Audit,
Remuneration and Nomination Committees. The Board approves and reviews
the terms of reference of each of the Committees which are available on
the Company’s website, http://www.anpario.com/aim-26
In addition to formal Board and Committee meetings, ad hoc decisions of
the Board and Committees are taken after discussion throughout the
financial year as necessary through the form of written resolutions.
All Director’s in office at the time of the various meetings were in
attendance for all of the meetings convened between 9 March 2017 and 7
March 2018. A list of the meetings convened during the year is set out
below.
|
|
|
Number of
meetings
convened
|
|
Full
attendance
of meeting
|
|
|
Board meetings
|
|
4
|
|
Yes
|
|
|
Audit committee meetings
|
|
2
|
|
Yes
|
|
|
Remuneration committee meetings
|
|
2
|
|
Yes
|
|
|
Nomination committee meetings
|
|
1
|
|
Yes
|
|
-
Internal financial control
The Board of Directors is responsible for the Group’s system of internal
financial control. Internal control systems are designed to meet the
particular needs of the Companies concerned and the risks to which they
are exposed. This provides reasonable, but not absolute, assurance
against material misstatement or loss.
The Group’s control environment is the responsibility of the Company’s
Directors and managers at all levels. The Board is therefore responsible
for establishing and maintaining the Group’s system of internal control
and for reviewing its effectiveness. No control system can provide
absolute protection against material misstatement or loss, but it is
designed to manage rather than eliminate the risk of failure to achieve
business objectives and to provide the Directors with reasonable
assurance that problems should be identified on a timely basis and dealt
with appropriately.
Due to the size of the Group, the Executive Directors are able to
monitor performance and evaluate and manage on a continual basis the
risks faced by the Group.
The key procedures that have been established to provide effective
internal control, including over the financial reporting process and the
preparation of consolidated financial statements include a formalised
reporting structure which includes the setting of detailed annual
budgets and key performance indicators which are updated on a regular
basis to form forecasts. These are reviewed at both management and Board
meetings where all key aspects of the business are discussed including
comparison of actual performance against budgets and forecasts;
-
detailed monthly reports to the Executive Board and quarterly reports
to the Board;
-
defined authorisation levels for: expenditure; the placing of orders
and contracts; and signing authorities;
-
segregation of accounting duties to control major financial risks;
-
daily cash movements are reconciled and monitored by the finance
department and the Group’s cash flow is monitored;
-
weekly updates on key statistics including sales, production and
margin analysis from the Group’s reporting systems.
The Audit Committee is comprised of the two Non-Executive Directors and
is chaired by Peter A Lawrence. It meets at least twice each financial
year with the external auditors and considers any issues that are
identified during the course of their audit work. The Board is satisfied
that the Committee members have recent and relevant financial experience.
The Committee met twice during the year-ended 31 December 2017 with full
attendance by the Committee members. Meetings are also attended, by
invitation, by the Finance Director and the external auditors and other
management.
The Committee regularly reviews its terms of reference and makes
recommendations to the Board for any changes as appropriate. The current
terms of reference are available on the Company’s website.
The Committee reviews the independence of the external auditors,
Deloitte LLP on an annual basis. It receives a detailed audit plan from
Deloitte LLP, identifying their assessment of the key risks. The
Committee assesses the effectiveness of the audit process in addressing
these matters through the reporting it receives from Deloitte LLP at
both the half-year and year-ends.
Communications with shareholders are given high priority. Following the
announcement of the Company’s half-year and full-year results, the
Directors, normally represented by the Chief Executive Officer and the
Finance Director, make detailed business presentations to institutional
shareholders and investment analysts. The Chairman meets or has contact
with major shareholders as necessary. Feedback directly from
shareholders and via the Company’s advisers after these regular analyst
and shareholder meetings ensures that the Board understands shareholder
views. The Directors between them hold a significant number of shares in
the Company which also ensures that their interests are fully aligned
with those of other shareholders. The Board uses the AGM to communicate
with both private and institutional investors and welcomes their
attendance.
Directors’ remuneration is determined by the Remuneration Committee
which is comprised of the two Non-Executive Directors and is chaired by
Richard K Wood. It meets at least once each financial year. The
Committee met twice during the year-ended 31 December 2017 with full
attendance by the Committee members. The policy for the current and
future financial years for the remuneration and incentivisation of the
Executive Directors is:
-
to ensure that individual rewards and incentives are aligned with the
performance of the Group and interest of shareholders;
-
to ensure that performance-related elements of remuneration constitute
a significant proportion of an Executive’s remuneration package; and
-
to maintain a competitive remuneration package which enables the Group
to attract, retain and incentivise Executives of the calibre required.
All of the Executive Directors have service contracts with the
Company. The notice period of all Executive Directors’ service
contracts is twelve months.
The key components of Executive Remuneration are:
The purpose is to provide a competitive base salary for the market in
which the Company operates to attract and retain Executives of a
suitable calibre. Salaries are usually reviewed annually, although
interim reviews will be undertaken if considered appropriate. Salary
levels are determined taking into account a range of factors, which may
include:
-
underlying Group performance;
-
role, experience and individual performance;
-
competitive salary levels and market forces; and
-
pay and conditions elsewhere in the Group.
The purpose is to provide broadly market competitive benefits as part of
the total remuneration package. Executive Directors receive benefits in
line with market practice, and these include principally life insurance,
permanent health insurance, private medical insurance and company car.
The purpose is to provide an appropriate level of retirement benefit or
cash allowance equivalent. Executive Directors are eligible to
participate in an approved personal pension. In appropriate
circumstances, such as where contributions exceed the annual or lifetime
allowance, Executive Directors may be permitted to take a cash
supplement instead of contributions to a pension plan.
The purpose is to incentivise Executive Directors to deliver annual
business performance and achieve wider Group objectives. Awards are
based on annual performance against key financial and strategic targets
and/or the delivery of personal objectives. Pay-out levels are
determined by the Remuneration Committee after the year-end based on
performance against those targets.
The purpose is to directly align Directors’ interests with those of
shareholders. Share options and jointly owned shares have been issued to
Executives and other senior managers under management incentive schemes
over a number of years. The usual vesting period is three years or on a
change of control if earlier. Interests in these schemes are disclosed
below.
To create alignment with the Group and promote a sense of ownership.
Executive Directors are entitled to participate in a tax qualifying all
employee Sharesave scheme under which they may make monthly savings
contributions over a period of three years linked to the grant of an
option over the Company’s shares with an option price which can be at a
discount of up to 20% of the market value of shares at the date of grant.
Directors’ remuneration report
Directors’ remuneration
|
|
|
Emoluments and
compensation
|
|
Post-employment
benefits
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
Director
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
R S Rose
|
|
40
|
|
60
|
|
-
|
|
-
|
|
|
P A Lawrence
|
|
40
|
|
40
|
|
-
|
|
-
|
|
|
R P Edwards
|
|
412
|
|
297
|
|
-
|
|
-
|
|
|
D M A Bullen
|
|
-
|
|
230
|
|
-
|
|
18
|
|
|
K L Prior
|
|
299
|
|
208
|
|
8
|
|
13
|
|
|
R K Wood
|
|
6
|
|
-
|
|
-
|
|
-
|
|
Emoluments and compensation includes salary, bonus, benefits and
compensation for loss of office.
R S Rose resigned as Non-Executive Chairman on 1 September 2017. R K
Wood was appointed as Senior Independent Director on 1 November 2017.
Remuneration of D M A Bullen as shown above is included in exceptional
items note 25. Remuneration relating to Share-Based payments is
disclosed in note 26.
Directors’ interests
The Directors’ interests in the shares of the Company were as stated
below:
|
|
|
|
Ordinary shares
of 23p each
|
|
|
|
|
|
|
31 Dec
|
|
31 Dec
|
|
|
Director
|
|
|
|
2017
|
|
2016
|
|
|
R S Rose
|
|
|
|
-
|
|
31,057
|
|
|
P A Lawrence
|
|
|
|
27,950
|
|
27,950
|
|
|
R P Edwards
|
|
|
|
206,687
|
|
202,723
|
|
|
K L Prior
|
|
|
|
206,800
|
|
202,836
|
|
There has been no change in the Directors’ interests between 31 December
2017 and 7 March 2018.
Management incentive schemes
Under the Company’s Enterprise Management Incentive Scheme and SAYE
Scheme the following Directors have the right to acquire Ordinary shares
of 23p each as follows:
|
|
|
|
|
Option
Price
(pence per
|
|
31 Dec
|
|
31 Dec
|
|
|
|
|
|
|
Share)
|
|
2017
|
|
2016
|
|
|
R P Edwards
|
|
|
|
158.50
|
|
80,000
|
|
80,000
|
|
|
|
|
|
|
227.04
|
|
-
|
|
3,964
|
|
|
|
|
|
|
290.00
|
|
42,400
|
|
42,400
|
|
|
|
|
|
|
224.13
|
|
4,015
|
|
4,015
|
|
|
|
|
|
|
334.00
|
|
2,694
|
|
-
|
|
|
K L Prior
|
|
|
|
158.50
|
|
80,000
|
|
80,000
|
|
|
|
|
|
|
227.04
|
|
-
|
|
3,964
|
|
|
|
|
|
|
290.00
|
|
42,400
|
|
42,400
|
|
|
|
|
|
|
224.13
|
|
4,015
|
|
4,015
|
|
|
|
|
|
|
334.00
|
|
2,694
|
|
-
|
|
Share plan limits
Anpario have applied a limit to the total number of new shares which may
be issued under awards under the CSOP, SAYE, JSOP and under any other
incentive plans which might involve the issue of new shares. That limit
will be the total number of new shares over which future awards may be
made, when added to the total number of shares issued and issuable under
awards granted on 16 September 2016 and any awards which are outstanding
as at that date shall not exceed 16.3% of the total of the number of
shares in issue from time to time.
Joint Share Ownership Plan
Anpario also announces that, on 20 September 2017, it has allotted
125,018 new Ordinary Shares. The Ordinary Shares have been issued at a
subscription price of £3.75 per Ordinary Share, being the closing price
of an Ordinary Shares on 19 September 2017, pursuant to The Anpario plc
Employees’ JSOP (the “Plan”).
The Ordinary Shares have been issued into the respective joint
beneficial ownership of (i) the participating executive Director, Karen
Prior and (ii) the trustee of the Trust upon and subject to the terms of
joint ownership agreements (“JOAs”) respectively entered into between
the Director, the Company and the Trustee. The subscription price has
been paid by the Trust out of funds advanced to it by the Company.
£475,000 was advanced to the Trust in order that the shares were issued
fully paid. To this extent the transaction was effectively cash neutral
to the Company. These transactions resulted in an obligation by the
Trust to settle the £475,000 advanced by the Company.
In addition, 49,982 existing Ordinary Shares, which as previously
described had been acquired by the Trustee on the exercise of conversion
options in respect of shares formerly held in joint ownership, have been
transferred by the Trustee, for no consideration, into the respective
joint beneficial ownership of (i) each of the participating executive
Directors named below and (ii) the Trustee upon and subject to the terms
of the JOAs respectively entered into between the Director concerned,
the Company and the Trustee.
The terms of the JOAs provide, inter alia, that if jointly owned shares
become vested and are sold, the proceeds of sale will be divided between
the joint owners so that the participating Director receives an amount
equal to any growth in the market value of the jointly owned Ordinary
Shares above the initial market value (£3.75 pence per share), less a
“carrying cost” (equivalent to simple interest at 4.5 per cent per annum
on the initial market value) and the Trust receives the initial market
value of the jointly owned shares plus the carrying cost. Jointly owned
Ordinary Shares will become vested if the participant remains with the
Company for a minimum period of 3 years.
The beneficiaries and their interests in the JSOP shares are as follows:
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
R P Edwards
|
|
|
|
|
|
1,350,000
|
|
1,350,000
|
|
|
K L Prior
|
|
|
|
|
|
1,200,000
|
|
1,200,000
|
|
Directors’ report
The Directors present their annual report and audited consolidated
financial statements for the year-ended 31 December 2017.
Results and dividends
The profit for the year after tax from continuing operations was £3.0m
(2016: £2.6m). The Directors propose a final dividend of 4.50p per share
(2016: 5.50p) making a total of 6.50p per share for the year (2016:
5.50p), amounting to a total dividend of £1.4m (2016: £1.2m).
Directors
The Directors during the year under review were:
|
Peter A Lawrence
|
|
|
|
Non-Executive Director/Non-Executive Chairman
|
|
Richard P Edwards
|
|
|
|
Chief Executive Officer
|
|
Karen L Prior
|
|
|
|
Group Finance Director
|
|
Richard S Rose
|
|
|
|
Non-Executive Chairman (resigned 1 September 2017)
|
|
Richard K Wood
|
|
|
|
Senior Independent Director (appointed 1 November 2017)
|
The Board regards the Non-Executive Directors as being independent. The
biographies and roles of all Directors and their roles on the Audit,
Remuneration and Nomination Committees are set out at the end of this
report.
Details of the Directors’ interests in the shares of the Company are
provided in the Directors’ remuneration report.
Substantial shareholdings
At 2 March 2018, the Company had been notified of the following holdings
of 3 per cent or more of its issued share capital:
|
|
|
Ordinary
Shares
(000)
|
|
% held
|
|
|
Royal Trust Corp of Canada Custodians
|
|
2,650
|
|
11.5
|
|
|
Unicorn Asset Management Limited
|
|
2,046
|
|
8.8
|
|
|
Downing LLP
|
|
1,610
|
|
7.0
|
|
|
Livingbridge VC LLP
|
|
1,399
|
|
6.0
|
|
|
Investec Wealth & Investment Limited
|
|
1,110
|
|
4.8
|
|
|
Allianz Global Investors GmbH
|
|
1,100
|
|
4.8
|
|
|
Schroder Investment
|
|
804
|
|
3.5
|
|
|
Miton Group plc
|
|
761
|
|
3.3
|
|
|
Hargreaves Lansdown Asset Mgt
|
|
739
|
|
3.2
|
|
Review of the business and future developments
A full review of the year, together with an indication of future
developments, is given in the Chairman’s statement.
Group research and development activities
The Group is continually researching into and developing new products.
Details of expenditure incurred and impaired or written off during the
year are shown in the notes to the financial statements.
Share capital
During the year 30,068 (2016: 295,734) Ordinary shares of 23p each were
issued pursuant to the exercise of share options. During the year the
Company issued 225,018 (2016: 718,295) ordinary shares of 23p at market
price to the Trustees of The Anpario plc Employees’ Share Trust. A
Special Resolution will be proposed at our AGM to renew the Directors’
limited authority last granted in 2017 to repurchase Ordinary shares in
the market. The Company holds 143,042 (2016: 143,042) ordinary shares of
23p in treasury.
Independent auditors
PricewaterhouseCoopers LLP ceased to hold office as the Company’s
auditors and Deloitte LLP have been appointed as the Company’s auditors
following the passing of a resolution at the last AGM.
Stockbrokers
Peel Hunt LLP is the Company’s stockbroker and nominated adviser.
The closing share price on 31 December 2017 was 397.5p per share (2016:
288.5p per share).
Indemnities
By virtue of, and subject to, Article 172 of the current Articles of
Association of the Company, the Company has granted an indemnity to
every Director, alternate Director, Secretary or other officer of the
Company. Such provisions remain in force at the date of this report. The
Group has arranged appropriate insurance cover for any legal action
against the Directors and officers.
Financial risk management
Details of the Company’s financial risk management policy are set out in
note 2.22 of the financial statements.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual 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.
Under that law the Directors have prepared the Group and Parent Company
financial statements in accordance with International Financial
Reporting Standards (“IFRSs”) as adopted by the European Union.
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 the Company and of the profit
or loss of the Group for that period. In preparing these 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 applicable IFRSs as adopted by the European Union have
been followed, subject to any material departures disclosed and
explained in the financial statements; and
-
prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the Company and the Group will
continue in business.
The Directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the Company’s transactions and
disclose with reasonable accuracy at any time the financial position of
the Company and the Group and enable them to ensure that the financial
statements comply with the Companies Act 2006. 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.
The Directors are responsible for the maintenance and integrity of the
Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Statement of disclosure to auditors
So far as the Directors are aware:
-
there is no relevant audit information of which the Company’s auditors
are unaware; and
-
they have taken all the steps that they ought to have taken as
Directors in order to make themselves aware of any relevant audit
information and to establish that the Company’s auditors are aware of
that information.
By order of the Board
Karen L Prior
Company Secretary
7 March 2018
Independent auditors’ report to the members of Anpario plc
Report on the audit of the financial statements
Opinion
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 December 2017 and
of the Group’s profit for the year then ended;
-
the Group financial statements have been properly prepared in
accordance with International Financial Reporting Standards (IFRSs) as
adopted by the European Union;
-
the parent company financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union and as applied
in accordance with the provisions of the Companies Act 2006; and
-
the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements of Anpario plc (the ‘parent
company’) and its subsidiaries (the ‘Group’) which comprise:the
consolidated income statement;
-
the consolidated income statement;
-
the consolidated statement of comprehensive income;
-
the consolidated and parent company balance sheets;
-
the consolidated and parent company statements of changes in equity;
-
the consolidated cash flow statement; and
-
the related notes 1 to 28.
The financial reporting framework that has been applied in their
preparation is applicable law and IFRSs as adopted by the European Union
and, as regards the parent company financial statements, as applied in
accordance with the provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the auditor’s responsibilities
for the audit of the financial statements section of our report.
We are independent of the Group and the parent company in accordance
with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Summary of our audit approach
|
Key audit matters
|
|
The key audit matters that we identified in the current year were:
-
Existence and valuation of brands; and
-
Revenue recognition on export sales.
|
|
|
Materiality
|
|
The materiality that we used for the Group financial statements
was £200,000 which
was determined on the basis of 5% of
normalised profit before taxation adjusted to
exclude
restructuring costs and other exceptional items.
|
|
|
Scoping
|
|
Our full scope procedures included the UK entity which covered 92%
of the total
revenue for the Group and all of the Group’s
profit. We have undertaken specific
procedures on balances in
the overseas subsidiaries to address specific risks to the
Group.
|
|
Conclusions relating to going concern
|
We are required by ISAs (UK) to report in respect of the following
matters where:
-
the directors’ use of the going concern basis of accounting in
preparation
of the financial statements is not appropriate;
or
-
the directors have not disclosed in the financial statements any
identified
material uncertainties that may cast significant
doubt about the Group’s or
the parent company’s ability to
continue to adopt the going concern basis
of accounting for
a period of at least twelve months from the date when
the
financial statements are authorised for issue.
|
|
We have nothing to
report in respect of these
matters.
|
|
Key audit matters
Key audit matters are those matters that, in our professional judgement,
were of most significance in our audit of the financial statements of
the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) that we identified.
These matters included those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and
directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
|
Existence and valuation of brands
|
|
Key audit matter
description
|
|
As new products are developed and existing product evolve there is
a risk that
existing brands are no longer in use and will not
generate profits in the future and
therefore if this was the
case this would impact the valuation of these intangible
assets.
Given the level of profitability within the Group the risk of
material
misstatement is that the brands no longer exist
after the Group’s rebranding
exercise.
Brands have a net book value of £2.5m as at 31 December 2017
(2016: £2.5m) as
noted in note 11. Those charged with
governance have described the judgments
and assumptions that
they have applied in the accounting policies and note 11 of
the
financial statements.
Following the Group’s successful rebranding there is risk that
historic development
and brand costs are no longer intangible
assets that provide a future economic
benefit to the Group.
As, the carrying values of these intangible assets are
contingent
on future cashflows there is a risk of material misstatement that
the value
of these assets is impaired if the cash flows do
not meet the expectations of the
Group. Management is
required to make judgements in assessing future cashflows
that
include assumptions surrounding growth rates, product sales and
discount
factors. A change in these assumptions may result in
an impairment to the carrying
value of intangible assets and
goodwill.
|
|
How the scope of our
audit responded to the
key
audit matter
|
|
-
We have evaluated the design and implementation of the key
controls
relating to the assessment of the carrying value
of these intangible assets.
-
We have utilised specialists in assessing the appropriateness of
the
methodology applied by management in calculating the
value in use for
each intangible.
-
We challenged management's assumptions used in the impairment
model
including specifically the cash flow projections by
sensitising against
current run rates and benchmarking the
discount rate that has been
applied.
-
We tested the integrity of management's model and supporting
calculations
for the impairment review.
|
|
Key observations
|
|
We concur with the treatment of other intangibles and the
corresponding amounts
of amortisation and are satisfied that
the assumptions used in the impairment
model are within a
suitable range. As products associated with these brands
continue
to generate positive margins we have found no issues surrounding
the
existence of these intangibles.
|
|
Revenue recognition on export sales
|
|
Key audit matter
description
|
|
The Group makes a significant amount of export sales and is an
area of continued
focus as outlined in the Director’s
strategy for growth included within the strategic
report. As
outlined in note 3, £22.5m (76.8%) of revenue is generated outside
of
Europe. These are either conducted directly with an end
user of through a
distributor network. The terms of the sales
can vary from customer to customer and
as such there is a
risk of material misstatement that revenue is not recognised when
the
risks and rewards of items have been transferred.
|
|
How the scope of our
audit responded to the
key
audit matter
|
|
-
We conducted a walkthrough and assessed the design and
implementation of
controls and reviews undertaken to ensure
that revenue is recognised in
the correct period.
-
Key commercial terms have been reviewed for a sample of customers
outlining
when the risks and rewards have been transferred to the client.
-
A sample of despatches made either side of the year end were
traced
through to when revenue had been recognised and to
the contractual
terms to assess whether it corresponded to
when the risks and rewards had
been transferred to the
customer.
|
|
Key observations
|
|
We are satisfied that the revenue recognised in the current period
is appropriate.
|
Our application of materiality
We define materiality as the magnitude of misstatement in the financial
statements that makes it probable that the economic decisions of a
reasonably knowledgeable person would be changed or influenced. We use
materiality both in planning the scope of our audit work and in
evaluating the results of our work.
Based on our professional judgement, we determined materiality for the
financial statements as a whole as follows:
|
|
|
Group financial statements
|
|
Parent company financial statements
|
|
|
Materiality
|
|
£200,000
|
|
£170,000
|
|
|
Basis for determining
materiality
|
|
5% of normalised pre-tax profit.
|
|
5% of pre-tax profits
|
|
|
Rationale for the
benchmark applied
|
|
We have assessed the use of a headline
measure to be
appropriate as this
continues to be a key driver of the
business’s
value, is a critical component
of the financial statements
and a key
metric that management use to monitor
the
performance of the business and
communicate this to
shareholders. We
have normalised this for exceptional
items
as these are largely in relation to
the implementation of a
new global
strategy and are non-recurring in nature.
|
|
We have assessed the use of a headline
measure to be
appropriate as this
continues to be a key driver of the
business’s
value, is a critical component
of the financial statements
and a key
metric that management use to monitor
the
performance of the business and
communicate this to
shareholders.
|
|
We agreed with the Audit Committee that we would report to the Committee
all audit differences in excess of £10,000 for the Group, as well as
differences below that threshold that, in our view, warranted reporting
on qualitative grounds. We also report to the Audit Committee on
disclosure matters that we identified when assessing the overall
presentation of the financial statements.
An overview of the scope of our audit
The full scope audit was in relation to the UK entity. As the overseas
subsidiaries act as distribution channels for the UK entity these were
not deemed to be significant. The UK entity comprises 78% of the Group’s
total external revenue and generates all of the Group’s profit.
Excluding intercompany balances the UK entity equates to 92% of the
Group’s total assets.
There are no other areas of sub consolidation within the Group. Audit
work to respond to the risks of material misstatement was performed
directly by the audit engagement team Due to the nature of the Group we
have undertaken specific procedures on certain balances within the
overseas subsidiaries specifically in relation to the entities in China
and USA. Audit work to respond to the risks of material misstatement in
these subsidiaries was performed directly by the audit engagement team
The specific tests conducted on these balances were undertaken at a
component materiality that was 40% of the Group’s materiality.
Other information
|
The directors are responsible for the other information. The other
information
comprises the information included in the annual
report, other than the financial
statements and our auditor’s
report thereon.
Our opinion on the financial statements does not cover the other
information and,
except to the extent otherwise explicitly
stated in our report, we do not express any
form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read
the other information and, in doing
so, consider whether the other information is
materially
inconsistent with the financial statements or our knowledge
obtained in
the audit or otherwise appears to be materially
misstated.
If we identify such material inconsistencies or apparent material
misstatements, we
are required to determine whether there is
a material misstatement in the financial
statements or a
material misstatement of the other information. If, based on the
work
we have performed, we conclude that there is a material
misstatement of this
other information, we are required to
report that fact.
|
|
We have nothing to
report in respect of these
matters.
|
Responsibilities of directors
As explained more fully in the statement of directors’ responsibilities,
the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view,
and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Group’s and the parent company’s ability to continue as a
going concern, disclosing as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or the parent company or
to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these
financial statements.
A further description of our responsibilities for the audit of the
financial statements is located on the Financial Reporting Council’s
website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Use of our report
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.
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
-
the information given in the strategic report and the directors’
report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
-
the strategic report and the directors’ report have been prepared in
accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and or the
parent company and their environment obtained in the course of the
audit, we have not identified any material misstatements in the
strategic report or the directors’ report.
Matters on which we are required to report by exception
|
Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if,
in our opinion:
-
we have not received all the information and explanations we
require for
our audit; or
-
adequate accounting records have not been kept by the parent
company,
or returns adequate for our audit have not been
received from branches
not visited by us; or
-
the parent company financial statements are not in agreement
with the
accounting records and returns.
|
|
We have nothing to
report in respect of these
matters.
|
|
Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in
our opinion
certain disclosures of directors’ remuneration
have not been made.
|
|
We have nothing to
report in respect of these
matters.
|
Matthew Hughes BSc (Hons) ACA (Senior statutory auditor)
For and on
behalf of Deloitte LLP
Statutory Auditor
Leeds, UK
7
March 2018
|
Consolidated income statement
|
|
|
|
|
|
|
|
|
for the year ended 31 December 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
Notes
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
3
|
|
29,241
|
|
24,340
|
|
|
Cost of sales
|
|
|
|
(14,895)
|
|
(12,895)
|
|
|
Gross profit
|
|
|
|
14,346
|
|
11,445
|
|
|
Administrative expenses
|
|
|
|
(10,358)
|
|
(7,603)
|
|
|
Exceptional items
|
|
25
|
|
(627)
|
|
(1,221)
|
|
|
Operating profit
|
|
|
|
3,361
|
|
2,621
|
|
|
Finance income
|
|
7
|
|
42
|
|
59
|
|
|
Profit before income tax
|
|
|
|
3,403
|
|
2,680
|
|
|
Income tax expense
|
|
10
|
|
(418)
|
|
(100)
|
|
|
Profit for the year
|
|
|
|
2,985
|
|
2,580
|
|
|
|
|
|
|
|
|
|
|
|
Profit attributable to:
|
|
|
|
|
|
|
|
|
Owners of the parent
|
|
|
|
2,985
|
|
2,580
|
|
|
Profit for the year
|
|
|
|
2,985
|
|
2,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
8
|
|
14.66p
|
|
12.79p
|
|
|
Diluted earnings per share
|
|
8
|
|
14.17p
|
|
12.58p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statement of comprehensive income
|
|
|
for the year ended 31 December 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
|
|
|
2,985
|
|
2,580
|
|
|
Items that may be subsequently reclassified to profit or loss:
|
|
|
|
|
|
|
|
|
Exchange difference on translating foreign operations
|
|
|
|
109
|
|
(87)
|
|
|
Cashflow hedge movements (net of deferred tax)
|
|
|
|
162
|
|
37
|
|
|
Total comprehensive income for the year
|
|
|
|
3,256
|
|
2,530
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to the owners of the parent:
|
|
|
|
3,256
|
|
2,530
|
|
|
Consolidated and parent company balance sheets
|
|
|
|
|
|
|
as at 31 December 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
Company
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
Notes
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
11
|
|
10,820
|
|
10,132
|
|
10,249
|
|
10,123
|
|
|
Property, plant and equipment
|
|
12
|
|
3,347
|
|
3,539
|
|
3,300
|
|
3,474
|
|
|
Investment in Subsidiaries
|
|
13
|
|
-
|
|
-
|
|
5,393
|
|
4,565
|
|
|
Deferred tax assets
|
|
18
|
|
447
|
|
286
|
|
164
|
|
50
|
|
|
Non–current assets
|
|
|
|
14,614
|
|
13,957
|
|
19,106
|
|
18,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
14
|
|
3,088
|
|
2,246
|
|
2,028
|
|
1,658
|
|
|
Trade and other receivables
|
|
15
|
|
5,720
|
|
6,719
|
|
9,922
|
|
9,213
|
|
|
Derivative financial instruments
|
|
28
|
|
220
|
|
14
|
|
220
|
|
14
|
|
|
Cash and cash equivalents
|
|
16
|
|
13,559
|
|
11,112
|
|
12,142
|
|
10,392
|
|
|
Current assets
|
|
|
|
22,587
|
|
20,091
|
|
24,312
|
|
21,277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
37,201
|
|
34,048
|
|
43,418
|
|
39,489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Called up share capital
|
|
21
|
|
5,350
|
|
5,291
|
|
5,350
|
|
5,291
|
|
|
Share premium
|
|
|
|
10,330
|
|
9,515
|
|
10,330
|
|
9,515
|
|
|
Other reserves
|
|
23
|
|
(5,406)
|
|
(5,112)
|
|
(3,257)
|
|
(2,854)
|
|
|
Retained earnings
|
|
22
|
|
20,248
|
|
18,843
|
|
20,968
|
|
18,560
|
|
|
Total equity
|
|
|
|
30,522
|
|
28,537
|
|
33,391
|
|
30,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
18
|
|
1,044
|
|
1,014
|
|
1,044
|
|
1,014
|
|
|
Non-current liabilities
|
|
|
|
1,044
|
|
1,014
|
|
1,044
|
|
1,014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
17
|
|
5,348
|
|
4,351
|
|
8,729
|
|
7,820
|
|
|
Current income tax liabilities
|
|
|
|
287
|
|
146
|
|
254
|
|
143
|
|
|
Current liabilities
|
|
|
|
5,635
|
|
4,497
|
|
8,983
|
|
7,963
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
6,679
|
|
5,511
|
|
10,027
|
|
8,977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity and liabilities
|
|
|
|
37,201
|
|
34,048
|
|
43,418
|
|
39,489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has elected to take the exemption under Section 408 of
the Companies Act 2006 to not present the Parent
Company
income statement. The profit for the Parent Company for the year
was £3,988,000 (2016: £3,113,000).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard P Edwards
|
|
|
|
Karen L Prior
|
|
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
Group Finance Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Number: 03345857
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated and parent company statements of changes in equity
|
|
|
for the year ended 31 December 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
Called up
share capital
|
|
Share
premium
|
|
Other
reserves
|
|
Retained
earnings
|
|
Total
equity
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2016
|
|
5,058
|
|
7,613
|
|
(3,374)
|
|
17,287
|
|
26,584
|
|
|
Profit for the year
|
|
-
|
|
-
|
|
-
|
|
2,580
|
|
2,580
|
|
|
Currency translation differences
|
|
-
|
|
-
|
|
(87)
|
|
-
|
|
(87)
|
|
|
Cash flow hedge reserve
|
|
-
|
|
-
|
|
37
|
|
-
|
|
37
|
|
|
Total comprehensive income for the year
|
|
-
|
|
-
|
|
(50)
|
|
2,580
|
|
2,530
|
|
|
Issue of share capital
|
|
233
|
|
1,902
|
|
-
|
|
-
|
|
2,135
|
|
|
Deferred tax regarding share-based payments
|
|
-
|
|
-
|
|
(128)
|
|
-
|
|
(128)
|
|
|
Joint share ownership plan
|
|
-
|
|
-
|
|
(1,760)
|
|
-
|
|
(1,760)
|
|
|
Share-based payment adjustments
|
|
-
|
|
-
|
|
200
|
|
-
|
|
200
|
|
|
Dividends
|
|
-
|
|
-
|
|
-
|
|
(1,024)
|
|
(1,024)
|
|
|
Transactions with owners
|
|
233
|
|
1,902
|
|
(1,688)
|
|
(1,024)
|
|
(577)
|
|
|
Balance at 31 December 2016
|
|
5,291
|
|
9,515
|
|
(5,112)
|
|
18,843
|
|
28,537
|
|
|
Profit for the year
|
|
-
|
|
-
|
|
-
|
|
2,985
|
|
2,985
|
|
|
Currency translation differences
|
|
-
|
|
-
|
|
109
|
|
-
|
|
109
|
|
|
Cash flow hedge reserve
|
|
-
|
|
-
|
|
162
|
|
-
|
|
162
|
|
|
Total comprehensive income for the year
|
|
-
|
|
-
|
|
271
|
|
2,985
|
|
3,256
|
|
|
Issue of share capital
|
|
59
|
|
815
|
|
-
|
|
-
|
|
874
|
|
|
Deferred tax regarding share-based payments
|
|
-
|
|
-
|
|
71
|
|
-
|
|
71
|
|
|
Joint share ownership plan
|
|
-
|
|
-
|
|
(825)
|
|
-
|
|
(825)
|
|
|
Share-based payment adjustments
|
|
-
|
|
-
|
|
189
|
|
-
|
|
189
|
|
|
Dividends
|
|
-
|
|
-
|
|
-
|
|
(1,580)
|
|
(1,580)
|
|
|
Transactions with owners
|
|
59
|
|
815
|
|
(565)
|
|
(1,580)
|
|
(1,271)
|
|
|
Balance at 31 December 2017
|
|
5,350
|
|
10,330
|
|
(5,406)
|
|
20,248
|
|
30,522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
Called up
share capital
|
|
Share
premium
|
|
Other
reserves
|
|
Retained
earnings
|
|
Total
equity
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2016
|
|
5,058
|
|
7,613
|
|
(1,203)
|
|
16,471
|
|
27,939
|
|
|
Profit for the year
|
|
-
|
|
-
|
|
-
|
|
3,113
|
|
3,113
|
|
|
Cash flow hedge reserve
|
|
-
|
|
-
|
|
37
|
|
-
|
|
37
|
|
|
Total comprehensive income for the year
|
|
-
|
|
-
|
|
37
|
|
3,113
|
|
3,150
|
|
|
Issue of share capital
|
|
233
|
|
1,902
|
|
-
|
|
-
|
|
2,135
|
|
|
Deferred tax regarding share-based payments
|
|
-
|
|
-
|
|
(128)
|
|
-
|
|
(128)
|
|
|
Joint share ownership plan
|
|
-
|
|
-
|
|
(1,760)
|
|
-
|
|
(1,760)
|
|
|
Share-based payment adjustments
|
|
-
|
|
-
|
|
200
|
|
-
|
|
200
|
|
|
Dividends
|
|
-
|
|
-
|
|
-
|
|
(1,024)
|
|
(1,024)
|
|
|
Transactions with owners
|
|
233
|
|
1,902
|
|
(1,688)
|
|
(1,024)
|
|
(577)
|
|
|
Balance at 31 December 2016
|
|
5,291
|
|
9,515
|
|
(2,854)
|
|
18,560
|
|
30,512
|
|
|
Profit for the year
|
|
-
|
|
-
|
|
-
|
|
3,988
|
|
3,988
|
|
|
Cash flow hedge reserve
|
|
-
|
|
-
|
|
162
|
|
-
|
|
162
|
|
|
Total comprehensive income for the year
|
|
-
|
|
-
|
|
162
|
|
3,988
|
|
4,150
|
|
|
Issue of share capital
|
|
59
|
|
815
|
|
-
|
|
-
|
|
874
|
|
|
Deferred tax regarding share-based payments
|
|
-
|
|
-
|
|
71
|
|
-
|
|
71
|
|
|
Joint share ownership plan
|
|
-
|
|
-
|
|
(825)
|
|
-
|
|
(825)
|
|
|
Share-based payment adjustments
|
|
-
|
|
-
|
|
189
|
|
-
|
|
189
|
|
|
Dividends
|
|
-
|
|
-
|
|
-
|
|
(1,580)
|
|
(1,580)
|
|
|
Transactions with owners
|
|
59
|
|
815
|
|
(565)
|
|
(1,580)
|
|
(1,271)
|
|
|
Balance at 31 December 2017
|
|
5,350
|
|
10,330
|
|
(3,257)
|
|
20,968
|
|
33,391
|
|
|
Consolidated and parent company statements of cash flows
|
|
|
for the year ended 31 December 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
Company
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash generated from operating activities
|
|
5,583
|
|
3,957
|
|
5,159
|
|
3,822
|
|
|
Income tax paid
|
|
(349)
|
|
(159)
|
|
(349)
|
|
(147)
|
|
|
Net cash generated from operating activities
|
|
5,234
|
|
3,798
|
|
4,810
|
|
3,675
|
|
|
Investment in Subsidiary
|
|
(514)
|
|
-
|
|
(828)
|
|
(51)
|
|
|
Purchases of property, plant and equipment
|
|
(151)
|
|
(729)
|
|
(146)
|
|
(667)
|
|
|
Proceeds from disposal of tangible and intangible assets
|
|
44
|
|
4
|
|
1
|
|
4
|
|
|
Payments to acquire intangible assets
|
|
(624)
|
|
(831)
|
|
(622)
|
|
(828)
|
|
|
Interest received
|
|
42
|
|
59
|
|
66
|
|
73
|
|
|
Net cash used in investing activities
|
|
(1,203)
|
|
(1,497)
|
|
(1,529)
|
|
(1,469)
|
|
|
Joint share ownership plan
|
|
(825)
|
|
(1,760)
|
|
(825)
|
|
(1,760)
|
|
|
Proceeds from issuance of shares
|
|
874
|
|
2,135
|
|
874
|
|
2,135
|
|
|
Dividend paid to Company's shareholders
|
|
(1,580)
|
|
(1,024)
|
|
(1,580)
|
|
(1,024)
|
|
|
Net cash used in financing activities
|
|
(1,531)
|
|
(649)
|
|
(1,531)
|
|
(649)
|
|
|
Net increase in cash and cash equivalents
|
|
2,500
|
|
1,652
|
|
1,750
|
|
1,557
|
|
|
Effect of exchange rate changes
|
|
(53)
|
|
123
|
|
-
|
|
-
|
|
|
Cash and cash equivalents at the beginning of the year
|
|
11,112
|
|
9,337
|
|
10,392
|
|
8,835
|
|
|
Cash and cash equivalents at the end of the year
|
|
13,559
|
|
11,112
|
|
12,142
|
|
10,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
Company
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
Cash generated from operating activities
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before income tax
|
|
3,403
|
|
2,680
|
|
4,435
|
|
3,429
|
|
|
Net finance income
|
|
(42)
|
|
(59)
|
|
(66)
|
|
(73)
|
|
|
Depreciation, amortisation and impairment
|
|
825
|
|
1,130
|
|
796
|
|
1,349
|
|
|
Loss/(Profit) on disposal of tangible and intangible assets
|
|
19
|
|
(4)
|
|
19
|
|
(4)
|
|
|
Share-based payments
|
|
189
|
|
200
|
|
189
|
|
200
|
|
|
Fair value adjustment to derivatives
|
|
(44)
|
|
-
|
|
(44)
|
|
-
|
|
|
Changes in working capital:
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
(855)
|
|
(218)
|
|
(370)
|
|
(327)
|
|
|
Trade and other receivables
|
|
965
|
|
55
|
|
(696)
|
|
(1,239)
|
|
|
Trade and other payables
|
|
1,123
|
|
173
|
|
896
|
|
487
|
|
|
Cash generated from operating activities
|
|
5,583
|
|
3,957
|
|
5,159
|
|
3,822
|
|
Notes to the financial statements
for the year ended 31 December 2017
1. General information
Anpario plc (“the Company”) and its Subsidiaries (together “the Group”)
produce and distribute natural feed additives for animal health, hygiene
and nutrition. The Company is traded on the London Stock Exchange AIM
market and is incorporated and domiciled in the UK. The address of its
registered office is Manton Wood Enterprise Park, Worksop,
Nottinghamshire, S80 2RS. The presentation currency of the Group is
pounds sterling for details of the basis of consolidation see note 2.2.
2. Summary of significant accounting policies
2.1. Basis of preparation
The Group has presented its financial statements in accordance with
International Financial Reporting Standards (“IFRSs”), as endorsed by
the European Union, IFRS IC interpretations and the Companies Act 2006
applicable to companies reporting under IFRS. The financial statements
are prepared on a going concern basis under the historical cost
convention.
The preparation of financial statements in conformity with IFRS requires
the use of estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Although these estimates are based on management’s best knowledge of the
amount, event or actions, actual results ultimately may differ from
those estimates.
The estimates and underlying assumptions are reviewed on an on-going
basis. Revisions to accounting estimates are recognised in the period in
which the estimate is revised if the revision affects only that period,
or in a period of the revision and future periods if the revision
affects both current and future periods.
The principal accounting policies of the Group are set out below, and
have been applied consistently in dealing with items which are
considered material in relation to the Group’s financial statements.
2.2. Basis of consolidation
The consolidated financial statements comprise the financial statements
of the Company and its Subsidiaries drawn up to 31 December 2017.
Subsidiaries are all entities (including special purpose entities) over
which the Group has the power to govern the financial and operating
policies generally accompanying a shareholding of more than one half of
the voting rights. The existence and effect of potential voting rights
that are currently exercisable or convertible are considered when
assessing whether the Group controls another entity. The Group also
assesses existence of control where it does not have more than 50% of
the voting power but is able to govern the financial and operating
policies by virtue of de-facto control.
De-facto control may arise in circumstances where the size of the
Group’s voting rights relative to the size and dispersion of holdings of
other shareholders give the Group the power to govern the financial and
operating policies, etc. Subsidiaries are fully consolidated from the
date on which control is transferred to the Group. They are
de-consolidated from the date that control ceases.
The Group applies the acquisition method to account for business
combinations. The consideration transferred for the acquisition of a
Subsidiary is the fair values of the assets transferred, the liabilities
incurred to the former owners of the acquiree and the equity interests
issued by the Group. The consideration transferred includes the fair
value of any asset or liability resulting from a contingent
consideration arrangement. Identifiable assets acquired and liabilities
and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date. The
Group recognises any non-controlling interest in the acquiree on an
acquisition-by-acquisition basis, either at fair value or at the
non-controlling interest’s proportionate share of the recognised amounts
of acquiree’s identifiable net assets.
Acquisition-related costs are expensed as incurred. If the business
combination is achieved in stages, the acquisition date carrying value
of the acquirer’s previously held equity interest in the acquiree is
remeasured to fair value at the acquisition date; any gains or losses
arising from such re-measurement are recognised in profit or loss.
Any contingent consideration to be transferred by the Group is
recognised at fair value at the acquisition date. Subsequent changes to
the fair value of the contingent consideration that is deemed to be an
asset or liability is recognised in accordance with IAS 39 in profit or
loss. Contingent consideration that is classified as equity is not
re-measured and its subsequent settlement is accounted for within equity.
Goodwill is initially measured as the excess of the aggregate of the
consideration transferred and the fair value of non-controlling interest
over the net identifiable assets acquired and liabilities assumed. If
this consideration is lower than the fair value of the net assets of the
Subsidiary acquired, the difference is recognised in profit or loss.
Inter-company transactions, balances, income and expenses on
transactions between Group companies are eliminated. Profits and losses
resulting from intercompany transactions that are recognised in assets
are also eliminated. Accounting policies of Subsidiaries have been
changed where necessary to ensure consistency with the policies adopted
by the Group.
2.3. Revenue recognition
Revenue comprises the fair value of the consideration received or
receivable for the sale of goods in the ordinary course of the Group’s
activities. Revenue is shown net of value added tax, returns, rebates
and discounts and after eliminating sales within the Group.
The Group recognises revenue when all the following conditions are
satisfied:
-
the Group has transferred to the buyer the significant risks and
rewards of ownership of the goods in accordance with the relevant
contractual incoterms
-
the Group retains neither continuing managerial involvement to the
degree usually associated with ownership nor effective control over
the goods sold
-
the amount of revenue can be measured reliably
-
it is probable that the economic benefits associated with the
transaction will flow to the Group, and
-
the costs incurred or to be incurred in respect of the transaction can
be measured reliably.
2.4. Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting to the chief operating decision-maker. The chief operating
decision-maker who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board.
2.5. Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are
translated into pounds sterling at the rates of exchange ruling at the
balance sheet date. Transactions in foreign currencies are recorded at
the rate ruling at the date of the transaction. All differences are
included in the profit or loss for the period.
-
Functional and presentational currency
Items included in the financial statements of each of the Group’s
entities are measured using the currency of the primary economic
environment in which the entity operates (“functional currency”). The
consolidated financial statements are presented in pounds sterling,
which is the Company’s functional and presentational currency.
-
Transactions and balances
Foreign currency transactions are translated into the functional
currency using exchange rates prevailing at the date of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at period end
exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in the income statement, except when deferred
in equity as qualifying cash flow hedges and qualifying net investment
hedges.
Translation differences on non-monetary financial assets and liabilities
are reported as part of the fair value gain or loss. Translation
differences on non-monetary financial assets and liabilities such as
equities held at fair value through profit or loss are recognised as
part of the fair value gain or loss.
The results and financial position of all Group entities that have a
functional currency different from the presentational currency are
translated into the presentational currency as follows:
-
assets and liabilities for each balance sheet presented are translated
at the closing exchange rate at the date of the balance sheet;
-
income and expenses for each income statement are translated at
average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case the income and expenses are
translated at the rate on the dates of the transaction) ; and
-
all resulting exchange differences are recognised as a separate
component of equity.
On consolidation, exchange differences arising from the translation of
the net investment in foreign operations, and of borrowings and other
currency instruments designated as hedges of such investments, are taken
to shareholders’ equity. When a foreign operation is partially disposed
of or sold, exchange differences that were recognised in equity are
recognised in the income statement as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a
foreign entity are treated as assets and liabilities of the foreign
entity and translated at the closing exchange rate.
2.6. Intangible assets
-
Patents, trademarks and registrations
Separately acquired patents, trademarks and registrations are shown at
historical cost. Patents, trademarks and registrations have finite
useful lives and are carried at cost less accumulated amortisation.
Amortisation is calculated using the straight-line method to allocate
the cost of patents, trademarks and registrations over their estimated
useful lives of 5 to 20 years.
Goodwill represents the excess of the cost of an acquisition over the
fair value of the Group’s share of the identifiable net assets acquired.
Goodwill is reviewed for impairment at least annually or more frequently
if events or changes in circumstances indicate a potential impairment.
Goodwill is carried at cost less accumulated impairment losses and is
allocated to the appropriate cash-generating unit for the purpose of
impairment testing. Any impairment is recognised immediately through the
income statement and is not subsequently reversed.
Development costs are stated at cost less accumulated amortisation and
impairment. Development costs are recognised if it is probable that
there will be future economic benefits attributable to the asset, the
cost of the asset can be measured reliably, the asset is separately
identifiable and there is control over the use of the asset. The assets
are amortised when available for use on a straight-line basis over the
period over which the Group expects to benefit from these assets.
Research expenditure is written off to the income statement in the year
in which it is incurred.
Where appropriate, once development work has been completed the
asset/(s) generated may be reclassified to another intangible asset
category and be subjected to the relevant accounting treatment as
defined in this note.
Development costs that are directly attributable to the design and
testing of identifiable and unique products controlled by the Group are
recognised as intangible assets when the following criteria are met:
-
it is technically feasible to complete the product so that it will be
available for use;
-
management intends to complete the product and use or sell it;
-
there is an ability to use or sell the product;
-
it can be demonstrated how the product will generate probable future
economic benefits;
-
adequate technical, financial and other resources to complete the
development and to use or sell the product are available; and
-
the expenditure attributable to the product during its development can
be reliably measured.
Directly attributable costs that are capitalised as part of the product
include the development employee costs and an appropriate portion of
relevant overheads.
Brands are stated at cost less accumulated amortisation and impairment.
Brand names acquired in a business combination are recognised at fair
value based on an expected royalty value at the acquisition date. Useful
lives of brand names are estimated and amortised over 10-20 years,
except where they are deemed to have an indefinite life and consequently
are not amortised. Brands with an indefinite useful life are reviewed
for impairment at least annually or more frequently if events or changes
in circumstances indicate a potential impairment. However, they are
allocated to appropriate cash-generating units and subject to impairment
testing on an annual basis. Any impairment is recognised immediately
through the income statement and is not subsequently reversed.
Customer relationships acquired in a business combination are recognised
at fair value at the acquisition date. Customer relationships are deemed
to have a finite useful life and are carried at original fair value less
accumulated amortisation. Amortisation is calculated using the
straight-line method over the expected useful life of 10 years.
2.7. Impairment of non-financial assets
The carrying amounts of the Group’s assets are reviewed at each balance
sheet date to determine whether there is any indication of impairment,
if so; the asset’s recoverable amount is estimated. The recoverable
amount is the higher of its fair value less costs to sell and its value
in use. For intangible assets that are not yet available for use,
goodwill or other intangible assets with an indefinite useful life, an
impairment test is performed at each balance sheet date.
In assessing value in use, the expected future cash flows from the asset
are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the
risks specific to the asset. An impairment loss is recognised in the
income statement whenever the carrying amount of an asset or its
cash-generating unit exceeds its recoverable amount.
A previously recognised impairment loss is reversed if the recoverable
amount increases as a result of a change in the estimates used to
determine the recoverable amount, but not to an amount higher than the
carrying amount that would have been determined (net of depreciation and
or amortisation) had no impairment loss been recognised in prior years.
For goodwill, a recognised impairment loss is not reversed.
2.8. Investments
Investments in Subsidiaries are stated at cost less provision for
diminution in value.
2.9. Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated
depreciation and impairment. Cost includes the original purchase price
of the asset and the costs attributable to bringing the asset to its
working condition for its intended use. Land is not depreciated.
Depreciation is provided at rates calculated to write off the cost less
estimated residual value of each asset over its expected useful life, as
follows:
|
Buildings
|
|
|
|
50 years or period of lease if shorter
|
|
Plant and machinery
|
|
|
|
3–10 years
|
|
Fixtures, fittings and equipment
|
|
|
|
3–10 years
|
The carrying amounts of the Group’s assets are reviewed at each balance
sheet date to determine whether there is any indication of impairment
and an impairment loss is recognised in the income statement where
appropriate.
Gains and losses on disposals are determined by comparing the proceeds
with the carrying amount and are recognised within the income statement.
2.10. Inventories
Inventories are valued at the lower of cost and net realisable value.
Cost is determined using the average cost method. The cost of finished
goods comprises raw materials, direct labour, other direct costs and
related production overheads. Net realisable value is the estimated
selling price in the ordinary course of business.
2.11. Trade receivables
Trade receivables are recognised and carried at original invoice amounts
less an allowance for any amount estimated to be uncollectable.
2.12. Trade payables
Trade payables are obligations to pay for goods or services that have
been acquired in the ordinary course of business from suppliers.
Accounts payable are classified as current liabilities if payment is due
within one year or less (or in the normal operating cycle of the
business if longer). If not, they are presented as non-current
liabilities.
2.13. Cash and cash equivalents
Cash and cash equivalents comprise cash and short-term deposits with
banks, other short-term highly liquid investments with original
maturities of three months or less and bank overdrafts.
2.14. Derivative financial instruments
The Group designates certain hedging instruments, which include
derivatives, embedded derivatives and non-derivatives in respect of
foreign currency risk, as either fair value hedges, cash flow hedges, or
hedges of net investments in foreign operations. Hedges of foreign
exchange risk on firm commitments are accounted for as cash flow hedges.
At the inception of the hedge relationship, the entity documents the
relationship between the hedging instrument and the hedged item, along
with its risk management objectives and its strategy for undertaking
various hedge transactions. Furthermore, at the inception of the hedge
and on an ongoing basis, the Group documents whether the hedging
instrument is highly effective in offsetting changes in fair values or
cash flows of the hedged item.
The Group uses derivative financial instruments to manage certain
exposures to fluctuations in foreign currency exchange rates, these have
been designated as qualifying cash flow hedges.
The effective portion of changes in the fair value of derivatives that
are designated and qualify as cash flow hedges is recognised in other
comprehensive income and accumulated in reserves in equity. The gain or
loss relating to the ineffective portion is recognised immediately in
profit or loss within other income or other expense. Amounts accumulated
in equity are reclassified to profit or loss in the periods when the
hedged item affects profit or loss (for instance when the forecast sale
that is hedged takes place).
2.15. Leasing
The Group has entered into leases on certain property, plant and
equipment.
Leases in which a significant portion of the risks and rewards of
ownership are retained by the lessor are classified as operating leases.
Payments made under operating leases are charged to the income statement
on a straight-line basis over the period of the lease.
2.16. Exceptional items
Exceptional items are disclosed separately in the financial statements
where it is necessary to do so to provide further understanding of the
financial performance of the Group. They are material items of income or
expense that have been shown separately due to the significance of their
nature or amount.
2.17. Taxation
The tax expense for the period comprises current and deferred tax. Tax
is recognised in the income statement, except to the extent that it
relates to items recognised in other comprehensive income or directly in
equity. In this case the tax is also recognised in other comprehensive
income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the balance sheet date in the
countries where the Company’s Subsidiaries operate and generate taxable
income. Management periodically evaluates positions taken in tax returns
with respect to situations in which applicable tax regulation is subject
to interpretation. It establishes provisions where appropriate on the
basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised, using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated financial
statements. However, deferred tax liabilities are not recognised if they
arise from the initial recognition of goodwill; deferred income tax is
not accounted for if it arises from initial recognition of an asset or
liability in a transaction other than a business combination that at the
time of the transaction affects neither accounting nor taxable profit or
loss. Deferred income tax is determined using tax rates and laws that
have been enacted or substantively enacted by the balance sheet date and
are expected to apply when the related deferred income tax asset is
realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is
probable that future taxable profit will be available against which the
temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on
investments in Subsidiaries, except where the timing of the reversal of
the temporary difference is controlled by the Group and it is probable
that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a
legally enforceable right to offset current tax assets against current
tax liabilities and when the deferred income tax assets and liabilities
relate to income taxes levied by the same taxation authority on either
the same taxable entity or different taxable entities where there is an
intention to settle the balances on a net basis.
2.18. Employee benefits
The Group issues equity-settled share-based payments and shares under
the Joint Share Ownership Plan (“JSOP”) and Company Share Option Plan
(“CSOP”) to certain employees. These are measured at fair value and
along with associated expenses are recognised as an expense in the
income statement with a corresponding increase (net of expenses) in
equity. The fair values of these payments are measured at the dates of
grant using appropriate option pricing models, taking into account the
terms and conditions upon which the awards are granted. The fair value
is recognised over the period during which employees become
unconditionally entitled to the awards subject to the Group’s estimate
of the number of awards which will lapse, either due to employees
leaving the Group prior to vesting or due to non-market based
performance conditions not being met.
The Group operates a number of equity-settled, share-based compensation
plans, under which the entity receives services from employees as
consideration for equity instruments (options) of the Group. The fair
value of the employee services received in exchange for the grant of the
options is recognised as an expense. The total amount to be expensed is
determined by reference to the fair value of the options granted:
-
including any market performance conditions; (for example, an entity’s
share price);
-
excluding the impact of any service and non-market performance vesting
conditions (for example, profitability, sales growth targets and
remaining an employee of the entity over a specified time period); and
-
including the impact of any non-vesting conditions (for example, the
requirement for employees to save).
Non-market performance and service conditions are included in
assumptions about the number of options that are expected to vest. The
total expense is recognised over the vesting period, which is the period
over which all of the specified vesting conditions are to be satisfied.
In addition, in some circumstances employees may provide services in
advance of the grant date and therefore the grant date fair value is
estimated for the purposes of recognising the expense during the period
between service commencement period and grant date.
At the end of each reporting period, the Group revises its estimates of
the number of options that are expected to vest based on the non-market
vesting conditions. It recognises the impact of the revision to original
estimates, if any, in the income statement, with a corresponding
adjustment to equity.
When the options are exercised, the Company issues new shares. The
proceeds received net of any directly attributable transaction costs are
credited to share capital (nominal value) and share premium.
The grant by the Company of options over its equity instruments to the
employees of Subsidiary undertakings in the Group is treated as a
capital contribution. The fair value of employee services received,
measured by reference to the grant date fair value, is recognised over
the vesting period as an increase to investment in Subsidiary
undertakings, with a corresponding credit to equity in the Parent entity
Financial Statements.
The social security contributions payable in connection with the grant
of the share options is considered an integral part of the grant itself,
and the charge will be treated as a cash-settled transaction.
The Group operates a defined contribution pension scheme and contributes
a percentage of salary to individual employee schemes. Pension
contributions are recognised as an expense as they fall due and the
Group has no further payment obligations once the contributions have
been paid.
2.19. Equity
Share capital is determined using the nominal value of Ordinary shares
that have been issued. Incremental costs directly attributable to the
issue of new shares or options are shown in equity as a deduction, net
of tax, from the proceeds.
The share premium account includes any premiums received on the initial
issuing of the share capital. Any transaction costs associated with the
issue of shares are deducted from the share premium account, net of any
related income tax benefits.
The premium arising on the issue of consideration shares to acquire a
business is credited to the merger reserve.
Amounts arising on the restructuring of equity and reserves to protect
creditor interests are credited to the special reserve.
Exchange differences arising on the consolidation of foreign operations
are taken to the translation reserve.
The share-based payment reserve is credited with amounts charged to the
income statement in respect of the movements in the fair value of
equity-settled share-based payments and shares issued under the JSOP.
The JSOP shares reserve arises when the Company issues equity share
capital under the JSOP, which is held in trust by Anpario plc Employees’
Share Trust (“the Trust”). The interests of the Trust are consolidated
into the Group’s financial statements and the relevant amount treated as
a reduction in equity.
2.20. Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a
liability in the Group’s financial statements in the period in which the
dividends are approved by the Company’s shareholders.
2.21. Financial risk management
The Group is exposed to a number of financial risks, including credit
risk, liquidity risk, exchange rate risk and capital risk.
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group’s receivables from
customers and deposits with financial institutions. The Group’s exposure
to credit risk is influenced mainly by the individual characteristics of
each customer. The Group has an established credit policy under which
each new customer is analysed for creditworthiness before the Group’s
payment and delivery terms and conditions are offered. Where possible,
risk is minimised through settlement via letters of credit and purchase
of credit insurance. The Group’s investment policy restricts the
investment of surplus cash to interest bearing deposits with banks and
building societies with high credit ratings.
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due. The Group’s approach to managing
liquidity is to ensure that it will always have sufficient liquidity to
meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or damage to the
Group’s reputation.
The Group’s principal functional currency is pounds sterling. However,
during the year the Group had exposure to euros, US dollars and other
currencies. The Group’s policy is to maintain natural hedges, where
possible, by matching revenue and receipts with expenditure and put in
place hedging instruments as considered appropriate to mitigate the risk.
The Group’s objectives when managing capital are to safeguard the
Group’s ability to continue as a going concern in order to provide
returns for shareholders and benefits for other stakeholders and to
maintain an optimal capital structure to reduce the cost of capital. In
order to maintain or adjust the capital structure, the Group may adjust
the amount of dividends payable to shareholders, return capital to
shareholders, issue new shares or sell assets to reduce debt.
2.22. Critical accounting estimates
The Group makes estimates and assumptions concerning the future. The
resulting accounting estimates will, by definition, seldom equal the
related actual results. The estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are:
-
Estimated impairment value of intangible assets
The Group tests annually whether intangible assets have suffered any
impairment. Impairment provisions are recorded as applicable based on
Directors’ estimates of recoverable values.
2.23. Impact of accounting standards and interpretations
There are no new standards and interpretations which materially impact
the current year Financial Statements.
A number of new standards and amendments to standards and
interpretations are effective for annual years beginning after 1 January
2018, and have not been applied in preparing these consolidated
financial statements. These have been set out below:
IFRS 9, ‘Financial instruments’, addresses the classification,
measurement and recognition of financial assets and financial
liabilities. The complete version of IFRS 9 was issued in July 2014. It
replaces the guidance in IAS 39 that relates to the classification and
measurement of financial instruments. IFRS 9 retains but simplifies the
mixed measurement model and establishes three primary measurement
categories for financial assets: amortised cost, fair value through OCI
and fair value through P&L. The basis of classification depends on the
entity’s business model and the contractual cash flow characteristics of
the financial asset. Investments in equity instruments are required to
be measured at fair value through profit or loss with the irrevocable
option at inception to present changes in fair value in OCI not
recycling. There is now a new expected credit losses model that replaces
the incurred loss impairment model used in IAS 39. For financial
liabilities there were no changes to classification and measurement
except for the recognition of changes in own credit risk in other
comprehensive income, for liabilities designated at fair value through
profit or loss. IFRS 9 relaxes the requirements for hedge effectiveness
by replacing the bright line hedge effectiveness tests. It requires an
economic relationship between the hedged item and hedging instrument and
for the ‘hedged ratio’ to be the same as the one management actually use
for risk management purposes. Contemporaneous documentation is still
required but is different to that currently prepared under IAS 39. The
standard is effective for accounting periods beginning on or after 1
January 2018. Early adoption is permitted subject to EU endorsement. The
Group is yet to assess IFRS 9’s full impact.
IFRS 15, ‘Revenue from contracts with customers’ deals with revenue
recognition and establishes principles for reporting useful information
to users of financial statements about the nature, amount, timing and
uncertainty of revenue and cash flows arising from an entity’s contracts
with customers. Revenue is recognised when a customer obtains control of
a good or service and thus has the ability to direct the use and obtain
the benefits from the good or service. The standard replaces IAS 18
‘Revenue’ and IAS 11 ‘Construction contracts’ and related
interpretations. The standard is effective for annual periods beginning
on or after 1 January 2018 and earlier application is permitted subject
to EU endorsement. The Group is yet to assess the impact of IFRS 15.
IFRS 16, ‘Leases’, replaces the current guidance in IAS 17. IFRS 16
defines a lease as a contract, or part of a contract, that conveys the
right to use an asset (the underlying asset) for a period of time in
exchange for consideration. Under IFRS 16 lessees have to recognise a
lease liability reflecting future lease payments and a ‘right-of-use
asset’ for almost all lease contracts. In the income statement lessees
will have to present interest expense on the lease liability and
depreciation on the right-of-use asset. As under IAS 17, the lessor has
to classify leases as either finance or operating, depending on whether
substantially all of the risk and rewards incidental to ownership of the
underlying asset have been transferred. For both lessees and lessors
IFRS 16 adds significant new, enhanced disclosure requirements. IFRS 16
is effective for annual reporting periods beginning on or after 1
January 2019. Earlier application is permitted, subject to EU
endorsement, but only in conjunction with IFRS 15, ‘Revenue from
contracts with customers’. The Group is yet to assess the impact of IFRS
16.
|
3. Segment information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All revenues from external customers are derived from the sale of
goods in the ordinary course of business to the agricultural
markets
and are measured in a manner consistent with that in the income
statement.
Management has determined the operating
segments based on the reports reviewed by the Board that are used
to make
strategic decisions. The Board considers the business
from a geographic perspective. Following recent changes, including
the
appointment of regional commercial directors and the
opening of additional regional offices, Anpario has made
adjustments to
its segmental reporting structure. All
previous values have been restated in line with the new structure.
Management
considers adjusted EBITDA to assess the performance of the
operating segments, which comprises profit before
interest,
tax, depreciation and amortisation adjusted for share-based
payments and exceptional items.
Inter-segment revenue
is charged at prevailing market prices or in accordance with local
transfer pricing regulations.
|
|
|
|
|
Americas
|
|
Asia
|
|
Europe
|
|
MEA
|
|
Head Office
|
|
Total
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
Year ended 31 December 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segmental revenue
|
|
6,013
|
|
12,461
|
|
10,967
|
|
3,984
|
|
-
|
|
33,425
|
|
|
Inter-segment revenue
|
|
-
|
|
-
|
|
(4,184)
|
|
-
|
|
-
|
|
(4,184)
|
|
|
Revenue from external customers
|
|
6,013
|
|
12,461
|
|
6,783
|
|
3,984
|
|
-
|
|
29,241
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
1,818
|
|
3,775
|
|
2,641
|
|
1,528
|
|
(4,690)
|
|
5,072
|
|
|
Depreciation and amortisation
|
|
(13)
|
|
(10)
|
|
-
|
|
-
|
|
(802)
|
|
(825)
|
|
|
Net finance income
|
|
1
|
|
1
|
|
-
|
|
2
|
|
38
|
|
42
|
|
|
Share-based payments
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(259)
|
|
(259)
|
|
|
Exceptional items
|
|
(36)
|
|
(254)
|
|
(3)
|
|
(42)
|
|
(292)
|
|
(627)
|
|
|
Profit before tax
|
|
1,770
|
|
3,512
|
|
2,638
|
|
1,488
|
|
(6,005)
|
|
3,403
|
|
|
Income tax
|
|
17
|
|
(31)
|
|
-
|
|
(1)
|
|
(403)
|
|
(418)
|
|
|
Profit for the period
|
|
1,787
|
|
3,481
|
|
2,638
|
|
1,487
|
|
(6,408)
|
|
2,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
|
|
|
|
37,201
|
|
37,201
|
|
|
Total liabilities
|
|
|
|
|
|
|
|
|
|
(6,679)
|
|
(6,679)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
Asia
|
|
Europe
|
|
MEA
|
|
Head Office
|
|
Total
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
Year ended 31 December 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segmental revenue
|
|
4,491
|
|
10,351
|
|
8,450
|
|
2,953
|
|
-
|
|
26,245
|
|
|
Inter-segment revenue
|
|
-
|
|
-
|
|
(1,905)
|
|
-
|
|
-
|
|
(1,905)
|
|
|
Revenue from external customers
|
|
4,491
|
|
10,351
|
|
6,545
|
|
2,953
|
|
-
|
|
24,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
1,373
|
|
3,507
|
|
2,510
|
|
1,247
|
|
(4,026)
|
|
4,611
|
|
|
Depreciation and amortisation
|
|
(10)
|
|
(6)
|
|
(3)
|
|
-
|
|
(540)
|
|
(559)
|
|
|
Net finance income
|
|
-
|
|
1
|
|
-
|
|
-
|
|
58
|
|
59
|
|
|
Share-based payments
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(210)
|
|
(210)
|
|
|
Exceptional items
|
|
(93)
|
|
(107)
|
|
-
|
|
(32)
|
|
(989)
|
|
(1,221)
|
|
|
Profit before tax
|
|
1,270
|
|
3,395
|
|
2,507
|
|
1,215
|
|
(5,707)
|
|
2,680
|
|
|
Income tax
|
|
156
|
|
29
|
|
-
|
|
(3)
|
|
(282)
|
|
(100)
|
|
|
Profit for the period
|
|
1,426
|
|
3,424
|
|
2,507
|
|
1,212
|
|
(5,989)
|
|
2,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
|
|
|
|
34,048
|
|
34,048
|
|
|
Total liabilities
|
|
|
|
|
|
|
|
|
|
(5,511)
|
|
(5,511)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The entity is domiciled in the UK.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment charges of £259,000 (2016: £210,000) includes
£70,000 (2016: £10,000) of professional fees that have been
expensed during 2017.
|
|
|
4. Profit for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year has been arrived at after charging/(crediting)
the following items:
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
|
Cost of inventories recognised as an expense
|
|
11,693
|
|
9,908
|
|
|
Employee expenses (note 6)
|
|
6,087
|
|
4,866
|
|
|
Share-based payment charges
|
|
259
|
|
210
|
|
|
Depreciation of property, plant and equipment
|
|
327
|
|
261
|
|
|
Amortisation of intangible assets
|
|
498
|
|
298
|
|
|
Impairment of intangible assets
|
|
-
|
|
571
|
|
|
Loss/(gain) on disposal of tangible and intangible assets
|
|
19
|
|
(4)
|
|
|
Net foreign exchange losses/(gains)
|
|
642
|
|
(98)
|
|
|
Research and development expenditure
|
|
24
|
|
16
|
|
|
Acquisition, closure and restructuring
|
|
627
|
|
649
|
|
|
Other expenses
|
|
5,704
|
|
5,042
|
|
|
Total cost of sales, distribution and administrative expenses
|
|
25,880
|
|
21,719
|
|
|
|
|
|
|
|
|
|
In addition to Research and Expenditure noted above, amounts
included in Employee Expenses above totalling
£610,000 (2016:
£481,000) relate to our specialist technical team remuneration
costs. The team includes specialists in
poultry, swine,
ruminant & aquaculture species. Out of this we have capitalised
internal costs of £62,000 and
expended a further £191,000 on
external trials in respect of current development projects.
|
|
|
5. Auditor's remuneration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PricewaterhouseCoopers LLP ceased to hold office as the Company’s
auditors and Deloitte LLP have been appointed as the
Company’s
auditors following the passing of a resolution at the last AGM.
During the year the Group obtained the following
services
from the Company’s auditors:
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
|
Fees payable to Company’s auditors for the audit of Parent Company
and consolidated
financial statements
|
|
57
|
|
56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to Company’s auditors for other services:
|
|
|
|
|
|
|
The audit of Company Subsidiaries
|
|
-
|
|
-
|
|
|
Tax advisory service
|
|
-
|
|
7
|
|
|
Other non-audit services
|
|
-
|
|
-
|
|
|
|
|
57
|
|
63
|
|
|
6. Employees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of employees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of employees including Directors during
the year was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
Group
|
|
Number
|
|
Number
|
|
|
Production
|
|
25
|
|
24
|
|
|
Administration
|
|
25
|
|
21
|
|
|
Sales and Technical
|
|
61
|
|
56
|
|
|
Total average headcount
|
|
111
|
|
101
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
Company
|
|
Number
|
|
Number
|
|
|
Production
|
|
25
|
|
24
|
|
|
Administration
|
|
18
|
|
17
|
|
|
Sales and Technical
|
|
40
|
|
38
|
|
|
Total average headcount
|
|
83
|
|
79
|
|
|
|
|
|
|
|
|
|
In addition to employees, Anpario also engages various sales and
technical specialists on a consultancy
basis in several
countries.
|
|
|
Employment costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
Group
|
|
£000
|
|
£000
|
|
|
Wages and salaries
|
|
5,412
|
|
4,250
|
|
|
Social security costs
|
|
530
|
|
472
|
|
|
Other pension costs
|
|
145
|
|
144
|
|
|
Share-based payment charges
|
|
259
|
|
210
|
|
|
Total employment costs
|
|
6,346
|
|
5,076
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
Company
|
|
£000
|
|
£000
|
|
|
Wages and salaries
|
|
4,096
|
|
3,458
|
|
|
Social security costs
|
|
337
|
|
326
|
|
|
Other pension costs
|
|
132
|
|
134
|
|
|
Share-based payment charges
|
|
259
|
|
210
|
|
|
Total employment costs
|
|
4,824
|
|
4,128
|
|
|
7. Finance income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
|
Interest receivable on short-term bank deposits
|
|
42
|
|
59
|
|
|
Total finance income
|
|
42
|
|
59
|
|
|
8. Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares in Issue (000's)
|
|
20,361
|
|
20,166
|
|
|
Adjusted for effects of dilutive potential Ordinary shares (000's)
|
|
709
|
|
340
|
|
|
Weighted average number for diluted earnings per share (000's)
|
|
21,070
|
|
20,506
|
|
|
|
|
|
|
|
|
|
Profit attributable to owners of the Parent (£000's)
|
|
2,985
|
|
2,580
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
14.66p
|
|
12.79p
|
|
|
Diluted earnings per share
|
|
14.17p
|
|
12.58p
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
|
Profit attributable to owners of the Parent
|
|
2,985
|
|
2,580
|
|
|
Exceptional items (net of tax)
|
|
544
|
|
1,113
|
|
|
Prior year tax adjustments
|
|
(121)
|
|
(285)
|
|
|
Adjusted profit attributable to owners of the Parent
|
|
3,408
|
|
3,408
|
|
|
|
|
|
|
|
|
|
Adjusted earnings per share
|
|
16.74p
|
|
16.90p
|
|
|
Diluted adjusted earnings per share
|
|
16.17p
|
|
16.62p
|
|
|
9. Dividend payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
|
2015 final dividend paid: 5.0p per 23p share
|
|
-
|
|
1,024
|
|
|
2016 final dividend paid: 5.5p per 23p share
|
|
1,152
|
|
-
|
|
|
2017 interim dividend paid: 2.0p per 23p share
|
|
428
|
|
-
|
|
|
|
|
1,580
|
|
1,024
|
|
|
|
|
|
|
|
|
|
A final dividend in respect of the year ended 31 December 2017 of
4.5p per share, amounting to a total dividend
of £1.0m, is to
be proposed at the Annual General Meeting on 28 June 2018. These
financial statements do not
reflect this dividend payable.
|
|
|
10. Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
|
|
|
2017
|
|
2016
|
|
|
Income tax expense charged to the Income Statement
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
Current tax
|
|
|
|
|
|
|
Current tax on profits for the year
|
|
633
|
|
436
|
|
|
Adjustment for prior years
|
|
(137)
|
|
(27)
|
|
|
Total current tax
|
|
496
|
|
409
|
|
|
|
|
|
|
|
|
|
Deferred tax
|
|
|
|
|
|
|
Origination and reversal of temporary differences
|
|
(94)
|
|
(51)
|
|
|
Adjustment for prior years
|
|
16
|
|
(258)
|
|
|
Total deferred tax (note 18)
|
|
(78)
|
|
(309)
|
|
|
|
|
|
|
|
|
|
Total income tax expense charged to the Income Statement
|
|
418
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
|
|
|
2017
|
|
2016
|
|
|
Income tax expense credited directly to equity
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
Continuing operations:
|
|
|
|
|
|
|
Current tax
|
|
|
|
|
|
|
Current tax on profits for the year
|
|
(4)
|
|
(53)
|
|
|
Total current tax
|
|
(4)
|
|
(53)
|
|
|
|
|
|
|
|
|
|
Deferred tax
|
|
|
|
|
|
|
Origination and reversal of temporary differences
|
|
(96)
|
|
170
|
|
|
Adjustment for prior years
|
|
-
|
|
11
|
|
|
Foreign exchange
|
|
-
|
|
(14)
|
|
|
Total deferred tax (note 18)
|
|
(96)
|
|
167
|
|
|
|
|
|
|
|
|
|
Income tax expense (credited)/charged from continuing operations
|
|
(100)
|
|
114
|
|
|
|
|
|
|
|
|
|
Total income tax expense (credited)/charged directly to equity
|
|
(100)
|
|
114
|
|
|
|
|
|
|
|
|
|
Adjustments in respect of prior years represent the benefits from
enhanced research and development tax credits.
|
|
|
The tax on the Company’s profit before tax differs from the
theoretical amount that would arise using the standard
domestic
tax rate applicable to profits of the Company as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
Factors affecting the charge for the year
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
Profit before tax
|
|
3,403
|
|
2,680
|
|
|
|
|
|
|
|
|
|
Tax at the UK domestic rate of 19.25% (2016: 20%)
|
|
655
|
|
535
|
|
|
Tax effects of:
|
|
|
|
|
|
|
Non-deductible expenses
|
|
104
|
|
187
|
|
|
Losses not recognised for deferred tax
|
|
182
|
|
182
|
|
|
Research and development tax credits
|
|
(332)
|
|
(300)
|
|
|
Prior year tax adjustments
|
|
(121)
|
|
(285)
|
|
|
Tax credit recognised directly in equity
|
|
3
|
|
53
|
|
|
Other tax adjustments
|
|
(73)
|
|
(272)
|
|
|
Income tax expense
|
|
418
|
|
100
|
|
|
|
|
|
|
|
|
|
Corporation tax is calculated at 19.25% (2016: 20.00%) of the
estimated assessable profit for the year.
Further
reductions to the UK tax rate were announced as part of the
Finance Act 2016. The tax rate reduced to 19.00%
from 1 April
2017 and will further reduce to 17.00% from 1 April 2020. These
changes have been enacted by the
balance sheet date and
considered when measuring the deferred tax balances.
|
|
|
11. Intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
Brands
|
|
Customer
relationships
|
|
Patents,
trademarks and
registrations
|
|
Development
costs
|
|
Software and
Licenses
|
|
Total
|
|
|
Group
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2016
|
|
5,490
|
|
2,210
|
|
686
|
|
688
|
|
2,817
|
|
-
|
|
11,891
|
|
|
Reclassifications
|
|
-
|
|
558
|
|
-
|
|
-
|
|
(994)
|
|
436
|
|
-
|
|
|
Additions
|
|
-
|
|
-
|
|
-
|
|
368
|
|
378
|
|
85
|
|
831
|
|
|
Disposal
|
|
-
|
|
-
|
|
-
|
|
(8)
|
|
(3)
|
|
-
|
|
(11)
|
|
|
Foreign exchange
|
|
-
|
|
-
|
|
-
|
|
2
|
|
-
|
|
-
|
|
2
|
|
|
As at 31 December 2016
|
|
5,490
|
|
2,768
|
|
686
|
|
1,050
|
|
2,198
|
|
521
|
|
12,713
|
|
|
Additions
|
|
470
|
|
43
|
|
100
|
|
307
|
|
249
|
|
68
|
|
1,237
|
|
|
Disposal
|
|
-
|
|
(43)
|
|
-
|
|
(10)
|
|
-
|
|
-
|
|
(53)
|
|
|
Foreign exchange
|
|
-
|
|
-
|
|
-
|
|
(1)
|
|
-
|
|
-
|
|
(1)
|
|
|
As at 31 December 2017
|
|
5,960
|
|
2,768
|
|
786
|
|
1,346
|
|
2,447
|
|
589
|
|
13,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortisation/impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2016
|
|
-
|
|
134
|
|
297
|
|
138
|
|
1,154
|
|
-
|
|
1,723
|
|
|
Reclassifications
|
|
-
|
|
38
|
|
-
|
|
-
|
|
(61)
|
|
23
|
|
-
|
|
|
Charge for the year
|
|
-
|
|
55
|
|
68
|
|
102
|
|
571
|
|
73
|
|
869
|
|
|
Disposal
|
|
-
|
|
-
|
|
-
|
|
(8)
|
|
(3)
|
|
-
|
|
(11)
|
|
|
As at 31 December 2016
|
|
-
|
|
227
|
|
365
|
|
232
|
|
1,661
|
|
96
|
|
2,581
|
|
|
Charge for the year
|
|
-
|
|
83
|
|
78
|
|
166
|
|
97
|
|
74
|
|
498
|
|
|
Disposal
|
|
-
|
|
-
|
|
-
|
|
(3)
|
|
-
|
|
-
|
|
(3)
|
|
|
As at 31 December 2017
|
|
-
|
|
310
|
|
443
|
|
395
|
|
1,758
|
|
170
|
|
3,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2017
|
|
5,960
|
|
2,458
|
|
343
|
|
951
|
|
689
|
|
419
|
|
10,820
|
|
|
As at 31 December 2016
|
|
5,490
|
|
2,541
|
|
321
|
|
818
|
|
537
|
|
425
|
|
10,132
|
|
|
As at 1 January 2016
|
|
5,490
|
|
2,076
|
|
389
|
|
550
|
|
1,663
|
|
-
|
|
10,168
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The charge above includes £nil (2016: £571,000) in respect of
exceptional impairment of development expenditure.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The reclassification to Brands represents newly generated Product
Brands from Development projects and the amount
reclassified
to Software and Licenses relates to various recently completed
systems improvements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
Brands
|
|
Customer
relationships
|
|
Patents,
trademarks and
registrations
|
|
Development
costs
|
|
Software and
Licenses
|
|
Total
|
|
|
Company
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2016
|
|
5,490
|
|
2,121
|
|
559
|
|
676
|
|
2,814
|
|
-
|
|
11,660
|
|
|
Reclassifications
|
|
-
|
|
558
|
|
-
|
|
-
|
|
(994)
|
|
436
|
|
-
|
|
|
Additions
|
|
-
|
|
-
|
|
-
|
|
365
|
|
378
|
|
85
|
|
828
|
|
|
As at 31 December 2016
|
|
5,490
|
|
2,679
|
|
559
|
|
1,041
|
|
2,198
|
|
521
|
|
12,488
|
|
|
Additions
|
|
-
|
|
-
|
|
-
|
|
305
|
|
249
|
|
68
|
|
622
|
|
|
Disposal
|
|
-
|
|
-
|
|
-
|
|
(10)
|
|
-
|
|
-
|
|
(10)
|
|
|
As at 31 December 2017
|
|
5,490
|
|
2,679
|
|
559
|
|
1,336
|
|
2,447
|
|
589
|
|
13,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortisation/impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2016
|
|
-
|
|
45
|
|
170
|
|
130
|
|
1,151
|
|
-
|
|
1,496
|
|
|
Reclassifications
|
|
-
|
|
38
|
|
-
|
|
|
|
(61)
|
|
23
|
|
-
|
|
|
Charge for the year
|
|
-
|
|
55
|
|
68
|
|
102
|
|
571
|
|
73
|
|
869
|
|
|
As at 31 December 2016
|
|
-
|
|
138
|
|
238
|
|
232
|
|
1,661
|
|
96
|
|
2,365
|
|
|
Charge for the year
|
|
-
|
|
83
|
|
69
|
|
166
|
|
97
|
|
74
|
|
489
|
|
|
Disposal
|
|
-
|
|
-
|
|
-
|
|
(3)
|
|
-
|
|
-
|
|
(3)
|
|
|
As at 31 December 2017
|
|
-
|
|
221
|
|
307
|
|
395
|
|
1,758
|
|
170
|
|
2,851
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2017
|
|
5,490
|
|
2,458
|
|
252
|
|
941
|
|
689
|
|
419
|
|
10,249
|
|
|
As at 31 December 2016
|
|
5,490
|
|
2,541
|
|
321
|
|
809
|
|
537
|
|
425
|
|
10,123
|
|
|
As at 1 January 2016
|
|
5,490
|
|
2,076
|
|
389
|
|
546
|
|
1,663
|
|
-
|
|
10,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The reclassification to Brands represents newly generated Product
Brands from Development projects and the amount reclassified to
Software and
Licenses relates to various recently completed
systems improvements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill is allocated to the Group’s cash-generating units
(“CGU’s”) identified according to trading brand. The recoverable
amount of a CGU is
determined based on value-in-use
calculations.
These calculations use pre-tax cash flow
projections based on financial budgets approved by management
covering a five-year period. Cash flows
beyond a five-year
period are extrapolated using estimated growth rates of 2.5% per
annum (2016: 1.5%).
The discount rate used of 12%
(2016: 12%) is pre-tax and reflects specific risks relating to the
operating segments.
Based on the calculations of the
recoverable amount of each CGU, no impairment to goodwill was
identified.
The Group has conducted a senstivity
analysis on the impairment test of each CGU and the group of units
carrying value. A cut in the annual growth
rate of 17.5
percentage points to a negative growth of minus 15 percentage
points would cause the carrying value of goodwill to equal its
recoverable
amount.
Goodwill is allocated as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of Kiotechagil operations
|
|
|
|
|
|
|
|
|
|
|
|
3,552
|
|
|
Acquisition of Optivite operations
|
|
|
|
|
|
|
|
|
|
|
|
592
|
|
|
Acquisition of Meriden operations
|
|
|
|
|
|
|
|
|
|
|
|
1,346
|
|
|
As at 31 December 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,490
|
|
|
Acquisition of Cobbett business (note 27)
|
|
|
|
|
|
|
|
|
|
|
|
470
|
|
|
As at 31 December 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brands relate to the fair value of the Optivite brands acquired in
the year ended 31 December 2009 and Meriden brands acquired in the
year ended
31 December 2012. These are deemed to have between
20 years and an indefinite useful life due to the inherent
intellectual property contained in the
products, the
longevity of the product lives and global market opportunities.
Brands with indefinite useful lives are assessed for impairment
with
goodwill in the annual impairment review as described
above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation/Impairment of intangible assets is included in
administrative expenses, totalling £498,000 (2016: £298,000) for
the Group and £489,000
(2016: £298,000) for the Company.
|
|
|
12. Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land and
buildings
|
|
Plant and
machinery
|
|
Fixtures,
fittings and
equipment
|
|
Assets in the
course of
construction
|
|
Total
|
|
|
Group
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2016
|
|
2,171
|
|
1,357
|
|
522
|
|
-
|
|
4,050
|
|
|
Additions
|
|
9
|
|
568
|
|
51
|
|
101
|
|
729
|
|
|
Disposals
|
|
-
|
|
(26)
|
|
(30)
|
|
-
|
|
(56)
|
|
|
Foreign exchange
|
|
|
|
5
|
|
2
|
|
|
|
7
|
|
|
As at 31 December 2016
|
|
2,180
|
|
1,904
|
|
545
|
|
101
|
|
4,730
|
|
|
Transfer of assets in construction
|
|
-
|
|
178
|
|
-
|
|
(178)
|
|
-
|
|
|
Additions
|
|
1
|
|
39
|
|
34
|
|
77
|
|
151
|
|
|
Disposals
|
|
-
|
|
(29)
|
|
(148)
|
|
-
|
|
(177)
|
|
|
Foreign exchange
|
|
-
|
|
(4)
|
|
(1)
|
|
-
|
|
(5)
|
|
|
As at 31 December 2017
|
|
2,181
|
|
2,088
|
|
430
|
|
-
|
|
4,699
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2016
|
|
245
|
|
456
|
|
280
|
|
-
|
|
981
|
|
|
Charge for the year
|
|
31
|
|
149
|
|
81
|
|
-
|
|
261
|
|
|
Disposals
|
|
-
|
|
(26)
|
|
(30)
|
|
-
|
|
(56)
|
|
|
Foreign exchange
|
|
-
|
|
4
|
|
1
|
|
-
|
|
5
|
|
|
As at 31 December 2016
|
|
276
|
|
583
|
|
332
|
|
-
|
|
1,191
|
|
|
Charge for the year
|
|
32
|
|
214
|
|
81
|
|
-
|
|
327
|
|
|
Disposals
|
|
-
|
|
(22)
|
|
(142)
|
|
-
|
|
(164)
|
|
|
Foreign exchange
|
|
-
|
|
(2)
|
|
-
|
|
-
|
|
(2)
|
|
|
As at 31 December 2017
|
|
308
|
|
776
|
|
268
|
|
-
|
|
1,352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2017
|
|
1,873
|
|
1,312
|
|
162
|
|
-
|
|
3,347
|
|
|
As at 31 December 2016
|
|
1,904
|
|
1,321
|
|
213
|
|
101
|
|
3,539
|
|
|
As at 1 January 2016
|
|
1,926
|
|
901
|
|
242
|
|
-
|
|
3,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land and
buildings
|
|
Plant and
machinery
|
|
Fixtures,
fittings and
equipment
|
|
Assets in the
course of
construction
|
|
Total
|
|
|
Company
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2016
|
|
2,171
|
|
1,337
|
|
519
|
|
-
|
|
4,027
|
|
|
Additions
|
|
9
|
|
535
|
|
22
|
|
101
|
|
667
|
|
|
Disposals
|
|
-
|
|
(26)
|
|
(27)
|
|
-
|
|
(53)
|
|
|
As at 31 December 2016
|
|
2,180
|
|
1,846
|
|
514
|
|
101
|
|
4,641
|
|
|
Additions
|
|
1
|
|
39
|
|
29
|
|
77
|
|
146
|
|
|
Transfer of assets in construction
|
|
-
|
|
178
|
|
-
|
|
(178)
|
|
-
|
|
|
Disposals
|
|
-
|
|
(29)
|
|
(148)
|
|
-
|
|
(177)
|
|
|
As at 31 December 2017
|
|
2,181
|
|
2,034
|
|
395
|
|
-
|
|
4,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation/impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2016
|
|
245
|
|
442
|
|
277
|
|
-
|
|
964
|
|
|
Charge for the year
|
|
31
|
|
146
|
|
79
|
|
-
|
|
256
|
|
|
Disposals
|
|
-
|
|
(26)
|
|
(27)
|
|
-
|
|
(53)
|
|
|
As at 31 December 2016
|
|
276
|
|
562
|
|
329
|
|
-
|
|
1,167
|
|
|
Charge for the year
|
|
32
|
|
201
|
|
74
|
|
-
|
|
307
|
|
|
Disposals
|
|
-
|
|
(22)
|
|
(142)
|
|
-
|
|
(164)
|
|
|
As at 31 December 2017
|
|
308
|
|
741
|
|
261
|
|
-
|
|
1,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2017
|
|
1,873
|
|
1,293
|
|
134
|
|
-
|
|
3,300
|
|
|
As at 31 December 2016
|
|
1,904
|
|
1,284
|
|
185
|
|
101
|
|
3,474
|
|
|
As at 1 January 2016
|
|
1,926
|
|
895
|
|
242
|
|
-
|
|
3,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held within land and buildings is an amount of £700,000 (2016:
£700,000) in respect of non-depreciable land.
|
|
|
|
|
13. Investment in subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
|
|
Unlisted
investments
|
|
|
|
|
|
|
|
|
|
|
£000
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2016
|
|
|
|
|
|
|
|
7,130
|
|
|
Investment in Subsidiaries
|
|
|
|
|
|
|
|
51
|
|
|
As at 31 December 2016
|
|
|
|
|
|
|
|
7,181
|
|
|
Investment in Subsidiaries
|
|
|
|
|
|
|
|
828
|
|
|
As at 31 December 2017
|
|
|
|
|
|
|
|
8,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provisions for diminution in value
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2016
|
|
|
|
|
|
|
|
2,392
|
|
|
Provisions for diminution in value
|
|
|
|
|
|
|
|
224
|
|
|
As at 31 December 2016 and 31 December 2017
|
|
|
|
|
|
|
|
2,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2017
|
|
|
|
|
|
|
|
5,393
|
|
|
As at 31 December 2016
|
|
|
|
|
|
|
|
4,565
|
|
|
As at 1 January 2016
|
|
|
|
|
|
|
|
4,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in investment in 2017 relates partly to the
acquisition of the business of Cobbett Pty Ltd and the remainder
in new subsidiaries PT. Anpario Biotech
Indonesia and Anpario
(Thailand) Ltd. The increase in investment in 2016 is in Anpario
Saúde Nutriç�£o Animal Ltda. At the end of 2016, it was determined
that a
provision for diminution of value of £224,000 was
required in relation to the investment in Anpario Saúde Nutriç�£o
Animal Ltda to reflect the fair value of the
investment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Full list of investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group holds share capital in the following Companies which are
accounted for as Subsidiaries.
|
|
|
|
|
Company
|
|
Country of registration or incorporation
|
|
Principal activity
|
|
Percentage held
|
|
Shares
held Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directly held
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anpario (Shanghai) Biotech Co., Ltd.
|
|
China
|
|
Technology Services
|
|
100
|
|
Ordinary
|
|
|
Room 703, No. 777 Zhao Jia Bang Road, Shanghai, China
|
|
|
|
|
|
|
|
|
Anpario Inc
|
|
US
|
|
Technology Services
|
|
100
|
|
Ordinary
|
|
|
104 South Main Street, Greenville, SC 29601, United States of America
|
|
|
|
|
|
|
|
|
Anpario Pty Ltd
|
|
Australia
|
|
Technology Services
|
|
100
|
|
Ordinary
|
|
|
Level 17, 383 Kent Street, Sydney, NSW, 2000
|
|
|
|
|
|
|
|
|
|
|
Anpario Saúde Nutriç�£o Animal Ltda
|
|
Brazil
|
|
Technology Services
|
|
100
|
|
Ordinary
|
|
|
Rua Brigadeiro Henrique Fontenelle, 745 - room 4, Parque S�£o
Domingos, S�£o Paulo, 05125-000, Brazil
|
|
|
|
|
|
|
Anpario (Thailand) Ltd
|
|
Thailand
|
|
Technology Services
|
|
100
|
|
Ordinary
|
|
|
65/152 Chamnan Phenhati Building Floor 18, Rama 9 Road, Huaykwang
Sub-district, Huaykwang District, Bangkok 10310
|
|
|
|
|
PT. Anpario Biotech Indonesia
|
|
Indonesia
|
|
Technology Services
|
|
100
|
|
Ordinary
|
|
|
Gedung 18 Office Park Iantai Mezz- unit F2, Jl., TB Simatupang Kav.
18, Jakarta 12520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following Companies are all directly held, with 100% holding,
with Ordinary Class of shares, registered in England and Wales and
Dormant. The registered
address for all of these Companies is
Unit 5 Manton Wood Enterprise Park, Worksop, Nottinghamshire, S80
2RS, United Kingdom.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anpario UK Limited
|
|
|
|
|
|
|
|
|
|
|
Meriden Animal Health Limited
|
|
|
|
|
|
|
|
|
|
|
Orego-Stim Limited
|
|
|
|
|
|
|
|
|
|
|
Optivite Limited
|
|
|
|
|
|
|
|
|
|
|
Optivite International Limited
|
|
|
|
|
|
|
|
|
|
|
Aquatice Limited
|
|
|
|
|
|
|
|
|
|
|
Agil Limited
|
|
|
|
|
|
|
|
|
|
|
Kiotechagil Limited
|
|
|
|
|
|
|
|
|
|
|
Kiotech Limited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indirectly held
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meriden (Shanghai) Animal Health Co., Ltd.
|
|
China
|
|
Technology Services
|
|
100
|
|
Ordinary
|
|
|
Room 703, No. 777 Zhao Jia Bang Road, Shanghai, China
|
|
|
|
|
|
|
|
|
Optivite Animal Nutrition Private Limited
|
|
India
|
|
Dormant
|
|
100
|
|
Ordinary
|
|
|
1103‐04 Windsor Apartment, T‐28, Shastri Apartment, Andheri ‐ West
Mumbai Mumbai City MH 400053, India
|
|
|
|
|
|
|
Optivite Latinoamericana SA de CV
|
|
Mexico
|
|
Technology Services
|
|
98
|
|
Ordinary
|
|
|
20 Boulevard de la Industria, Cuautitlan-Izcalli, Mexico, 54716,
Mexico
|
|
|
|
|
|
|
|
|
Optivite SA (Proprietary) Limited
|
|
South Africa
|
|
Technology Services
|
|
100
|
|
Ordinary
|
|
|
PO Box 578, Cape Town 8000, South Africa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group has no associates or joint-ventures.
|
|
|
|
|
|
|
|
|
|
|
14. Inventories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
Company
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
Raw materials and consumables
|
|
1,689
|
|
1,382
|
|
1,689
|
|
1,382
|
|
|
Finished goods and goods for resale
|
|
1,399
|
|
864
|
|
339
|
|
276
|
|
|
|
|
3,088
|
|
2,246
|
|
2,028
|
|
1,658
|
|
|
|
|
|
|
|
The cost of inventories recognised as expense and included in 'cost
of sales' amounted to £11,693,000 (2016: £9,908,000) for the Group.
|
|
|
15. Trade and other receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
Company
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
Trade receivables
|
|
5,282
|
|
6,388
|
|
4,605
|
|
5,847
|
|
|
Less: provision for impairment of trade receivables
|
|
(82)
|
|
(282)
|
|
(82)
|
|
(282)
|
|
|
Trade receivables - net
|
|
5,200
|
|
6,106
|
|
4,523
|
|
5,565
|
|
|
Receivables from Subsidiary undertakings
|
|
-
|
|
-
|
|
5,108
|
|
3,215
|
|
|
Other receivables
|
|
75
|
|
120
|
|
8
|
|
64
|
|
|
Taxes
|
|
244
|
|
266
|
|
86
|
|
156
|
|
|
Prepayments and accrued income
|
|
201
|
|
227
|
|
197
|
|
213
|
|
|
|
|
5,720
|
|
6,719
|
|
9,922
|
|
9,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The other classes within trade and other receivables do not contain
impaired assets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The ageing analysis of net trade receivables is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
Company
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
Up to 3 months
|
|
4,639
|
|
5,305
|
|
4,007
|
|
4,802
|
|
|
3 to 6 months
|
|
518
|
|
719
|
|
516
|
|
717
|
|
|
Over 6 months
|
|
43
|
|
82
|
|
-
|
|
46
|
|
|
Trade receivables - net
|
|
5,200
|
|
6,106
|
|
4,523
|
|
5,565
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2017 trade receivables of £698,000 (2016:
£566,000) for the Group and £456,000 (2016: £528,000) for the
Company
were past due but not impaired. These relate to longstanding
customers where there is no recent history of default. The
ageing
analysis of these receivables is as follows:
|
|
|
|
|
Group
|
|
Company
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
Up to 3 months
|
|
655
|
|
477
|
|
456
|
|
475
|
|
|
3 to 6 months
|
|
-
|
|
62
|
|
-
|
|
53
|
|
|
Over 6 months
|
|
43
|
|
27
|
|
-
|
|
-
|
|
|
|
|
698
|
|
566
|
|
456
|
|
528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2017 trade receivables of £82,000 (2016:
£282,000) for the Group and £82,000 (2016: £282,000) for the
Company
were impaired and fully provided for. The
individually impaired receivables mainly related to historic debt
for which recovery is still being
sought. The Group mitigates
its exposure to credit risk by extensive use of credit insurance
and letters of credit to remit
amounts due. The ageing of
these trade receivables is as follows:
|
|
|
|
|
Group
|
|
Company
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
3 to 6 months
|
|
-
|
|
108
|
|
-
|
|
108
|
|
|
Over 6 months
|
|
82
|
|
174
|
|
82
|
|
174
|
|
|
|
|
82
|
|
282
|
|
82
|
|
282
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Movement on the Group provision for impairment of trade receivables
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
Company
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
As at 1 January
|
|
282
|
|
201
|
|
282
|
|
201
|
|
|
Provisions for receivables created
|
|
14
|
|
170
|
|
14
|
|
170
|
|
|
Amounts written off as unrecoverable
|
|
(109)
|
|
(29)
|
|
(109)
|
|
(29)
|
|
|
Amounts recovered during the year
|
|
(105)
|
|
(60)
|
|
(105)
|
|
(60)
|
|
|
As at 31 December
|
|
82
|
|
282
|
|
82
|
|
282
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in the amounts written off as unrecoverable is debtors
outstanding at the time of the original purchase of Meriden
totalling
£71,000, this was witheld from the consideration
payable to the vendors. This amount has now been written off and
offset against the
contingent consideration payable (note
17), and as such had no impact on the Group results.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The carrying amounts of net trade and other receivables are
denominated in the following currencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
Company
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
Pounds sterling
|
|
1,679
|
|
2,020
|
|
1,679
|
|
2,018
|
|
|
Euros
|
|
585
|
|
626
|
|
585
|
|
626
|
|
|
US dollars
|
|
2,521
|
|
3,092
|
|
2,259
|
|
2,921
|
|
|
Other currencies
|
|
415
|
|
368
|
|
-
|
|
-
|
|
|
As at 31 December
|
|
5,200
|
|
6,106
|
|
4,523
|
|
5,565
|
|
|
16. Cash and cash equivalents
|
|
|
|
|
|
Cash and cash equivalents comprise cash and short-term deposits
held by Group companies. The carrying amount of these assets
approximates
to their fair value.
|
|
17. Trade and other payables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
Company
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
Trade payables
|
|
2,601
|
|
2,380
|
|
2,516
|
|
2,300
|
|
|
Amounts due to subsidiary undertakings
|
|
-
|
|
-
|
|
4,075
|
|
4,084
|
|
|
Taxes and social security costs
|
|
129
|
|
153
|
|
103
|
|
91
|
|
|
Other payables
|
|
312
|
|
169
|
|
202
|
|
93
|
|
|
Accruals and deferred income
|
|
2,306
|
|
1,649
|
|
1,833
|
|
1,252
|
|
|
Total trade and other payables
|
|
5,348
|
|
4,351
|
|
8,729
|
|
7,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included within 'Other payables' above is acquisition related
contingent consideration, as outlined below. The remaining
contingent
consideration arising on the acquisition of Meriden has been
released as it is no longer payable, this was
offset against
outstanding debtors from the time of the original purchase (note
15), per the terms of the sale agreement,
and as such had no
impact on the Group results.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
Company
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
Arising on the acquisition of Meriden Animal Health Ltd
|
|
-
|
|
71
|
|
-
|
|
71
|
|
|
Arising on the acquisition of the business of Cobbett Pty Ltd
|
|
152
|
|
-
|
|
152
|
|
-
|
|
|
Total contingent consideration
|
|
152
|
|
71
|
|
152
|
|
71
|
|
|
18. Deferred income tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
Group
|
|
|
|
|
|
|
|
|
|
£000
|
|
£000
|
|
|
As at 1 January
|
|
|
|
|
|
|
|
|
|
728
|
|
870
|
|
|
Income statement credit (note 10)
|
|
|
|
|
|
|
|
|
|
(78)
|
|
(309)
|
|
|
Deferred tax (credited)/charged directly to equity
|
|
|
|
|
|
|
|
|
|
(68)
|
|
167
|
|
|
Foreign exchange
|
|
|
|
|
|
|
|
|
|
15
|
|
-
|
|
|
As at 31 December
|
|
|
|
|
|
|
|
|
|
597
|
|
728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities/(assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated
tax allowances
|
|
Fair value
gains
|
|
Cashflow
hedge
|
|
Losses
|
|
Other timing
difference
|
|
Total
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
As at 1 January 2016
|
|
683
|
|
493
|
|
-
|
|
(23)
|
|
(283)
|
|
870
|
|
|
Income statement credit (note 10)
|
|
(70)
|
|
(92)
|
|
-
|
|
(133)
|
|
(14)
|
|
(309)
|
|
|
Deferred tax credited directly to equity
|
|
-
|
|
-
|
|
-
|
|
-
|
|
181
|
|
181
|
|
|
Foreign exchange
|
|
-
|
|
-
|
|
-
|
|
(14)
|
|
-
|
|
(14)
|
|
|
As at 31 December 2016
|
|
613
|
|
401
|
|
-
|
|
(170)
|
|
(116)
|
|
728
|
|
|
Income statement (credited)/charged (note 10)
|
|
(58)
|
|
60
|
|
-
|
|
(17)
|
|
(63)
|
|
(78)
|
|
|
Deferred tax charged/(credited) directly to equity
|
|
-
|
|
-
|
|
28
|
|
-
|
|
(96)
|
|
(68)
|
|
|
Foreign exchange
|
|
-
|
|
-
|
|
-
|
|
15
|
|
-
|
|
15
|
|
|
As at 31 December 2017
|
|
555
|
|
461
|
|
28
|
|
(172)
|
|
(275)
|
|
597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classified as:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax asset
|
|
|
|
|
|
|
|
|
|
|
|
(447)
|
|
|
Deferred income tax liability
|
|
|
|
|
|
|
|
|
|
|
|
1,044
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Further reductions to the UK tax rate were announced as part of
the Finance Act 2016. The tax rate will reduce to 19% from 1 April
2017 and to 17% from
1 April 2020. These changes have been
enacted by the balance sheet date and considered when measuring
the deferred tax balances.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A deferred tax asset has been recognised for US tax losses carried
forward on the grounds that sufficient future taxable profits are
forecast to be realised.
A reduction to the US tax rate was
enacted on 22 December 2017. This reduction in rate to 21% has
been considered when measruing the deferred tax
balance. No
deferred tax asset is recognised in respect of losses incurred in
other overseas subsidiaries, due to the uncertainty surrounding
the timing of
the utilisation of those losses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
Company
|
|
|
|
|
|
|
|
|
|
£000
|
|
£000
|
|
|
As at 1 January
|
|
|
|
|
|
|
|
|
|
964
|
|
908
|
|
|
Income statement credit
|
|
|
|
|
|
|
|
|
|
(16)
|
|
(126)
|
|
|
Deferred tax (credited)/charged directly to equity
|
|
|
|
|
|
|
|
|
|
(68)
|
|
182
|
|
|
As at 31 December
|
|
|
|
|
|
|
|
|
|
880
|
|
964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities/(assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated
tax allowances
|
|
Fair value
gains
|
|
Cashflow
hedge
|
|
Losses
|
|
Other timing
difference
|
|
Total
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
As at 1 January 2016
|
|
683
|
|
493
|
|
-
|
|
(23)
|
|
(245)
|
|
908
|
|
|
Income statement (credit)/charge
|
|
(70)
|
|
(92)
|
|
-
|
|
23
|
|
13
|
|
(126)
|
|
|
Deferred tax credited directly to equity
|
|
-
|
|
-
|
|
-
|
|
-
|
|
182
|
|
182
|
|
|
As at 31 December 2016
|
|
613
|
|
401
|
|
-
|
|
-
|
|
(50)
|
|
964
|
|
|
Income statement (credit)/charge
|
|
(58)
|
|
60
|
|
-
|
|
-
|
|
(18)
|
|
(16)
|
|
|
Deferred tax charged/(credited) directly to equity
|
|
-
|
|
-
|
|
28
|
|
-
|
|
(96)
|
|
(68)
|
|
|
As at 31 December 2017
|
|
555
|
|
461
|
|
28
|
|
-
|
|
(164)
|
|
880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classified as:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax asset
|
|
|
|
|
|
|
|
|
|
|
|
(164)
|
|
|
Deferred income tax liability
|
|
|
|
|
|
|
|
|
|
|
|
1,044
|
|
|
19. Capital commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group had authorised capital commitments as at 31 December 2017
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
-
|
|
31
|
|
|
Total capital commitments
|
|
-
|
|
31
|
|
|
20. Financial commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2017 the Group had future aggregate minimum lease
payments under non-cancellable
operating leases as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
Less than one year
|
|
63
|
|
49
|
|
|
Between one and five years
|
|
63
|
|
44
|
|
|
Greater than five years
|
|
-
|
|
-
|
|
|
Total financial commitments
|
|
126
|
|
93
|
|
|
21. Called up share capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
|
Authorised
|
|
|
|
|
|
|
86,956,521 Ordinary shares of 23p each
|
|
20,000
|
|
20,000
|
|
|
1,859,672 'A' Shares of 99p each
|
|
1,841
|
|
1,841
|
|
|
|
|
21,841
|
|
21,841
|
|
|
|
|
|
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
23,006,276 (2016: 21,992,247) Ordinary shares of 23p each
|
|
5,291
|
|
5,058
|
|
|
Options exercised Ordinary shares of 23p each
|
|
59
|
|
233
|
|
|
23,261,362 (2016: 23,006,276) Ordinary shares of 23p each
|
|
5,350
|
|
5,291
|
|
|
|
|
|
|
|
|
|
During the year 255,086 (2016: 1,014,029) Ordinary shares of 23
pence each were issued pursuant to employee share
plans.
|
|
|
22. Retained earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
Company
|
|
|
|
|
£000
|
|
£000
|
|
|
As at 1 January 2016
|
|
17,287
|
|
16,471
|
|
|
Profit for the year
|
|
2,580
|
|
3,113
|
|
|
Dividends
|
|
(1,024)
|
|
(1,024)
|
|
|
As at 31 December 2016
|
|
18,843
|
|
18,560
|
|
|
Profit for the year
|
|
2,985
|
|
3,988
|
|
|
Dividends
|
|
(1,580)
|
|
(1,580)
|
|
|
As at 31 December 2017
|
|
20,248
|
|
20,968
|
|
|
23. Other reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other reserves comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
Company
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
Treasury shares
|
|
(185)
|
|
(185)
|
|
(185)
|
|
(185)
|
|
|
Joint Share Ownership Plan
|
|
(7,210)
|
|
(6,385)
|
|
(7,210)
|
|
(6,385)
|
|
|
Merger reserve
|
|
228
|
|
228
|
|
228
|
|
228
|
|
|
Unrealised reserve
|
|
-
|
|
-
|
|
2,021
|
|
2,021
|
|
|
Share-based payment reserve
|
|
1,713
|
|
1,453
|
|
1,713
|
|
1,453
|
|
|
Cash flow hedge
|
|
176
|
|
14
|
|
176
|
|
14
|
|
|
Translation reserve
|
|
(128)
|
|
(237)
|
|
-
|
|
-
|
|
|
|
|
(5,406)
|
|
(5,112)
|
|
(3,257)
|
|
(2,854)
|
|
|
24. Share-based payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Movements in the number of share options outstanding are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
exercise price
|
|
Shares 2017
|
|
Weighted average
exercise price
|
|
Shares 2016
|
|
|
|
|
|
|
(p)
|
|
000
|
|
(p)
|
|
000
|
|
|
Outstanding at 1 January
|
|
|
|
227
|
|
793
|
|
196
|
|
979
|
|
|
Granted during the year
|
|
|
|
337
|
|
73
|
|
233
|
|
218
|
|
|
Lapsed during the year
|
|
|
|
232
|
|
(87)
|
|
234
|
|
(108)
|
|
|
Exercised during the year
|
|
|
|
205
|
|
(30)
|
|
127
|
|
(296)
|
|
|
Outstanding at 31 December
|
|
|
|
238
|
|
749
|
|
227
|
|
793
|
|
|
Exercisable at 31 December
|
|
|
|
|
|
323
|
|
|
|
188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share options outstanding at the end of the year have the following
expiry dates and weighted average exercise prices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
exercise price
|
|
Shares 2017
|
|
Weighted average
exercise price
|
|
Shares 2016
|
|
|
|
|
|
|
(p)
|
|
000
|
|
(p)
|
|
000
|
|
|
2017
|
|
|
|
-
|
|
-
|
|
227
|
|
37
|
|
|
2020
|
|
|
|
224
|
|
78
|
|
224
|
|
78
|
|
|
2021
|
|
|
|
334
|
|
45
|
|
-
|
|
-
|
|
|
2022
|
|
|
|
89
|
|
3
|
|
89
|
|
8
|
|
|
2023
|
|
|
|
159
|
|
160
|
|
159
|
|
180
|
|
|
2024
|
|
|
|
244
|
|
160
|
|
245
|
|
195
|
|
|
2025
|
|
|
|
285
|
|
135
|
|
284
|
|
155
|
|
|
2026
|
|
|
|
238
|
|
140
|
|
238
|
|
140
|
|
|
2028
|
|
|
|
343
|
|
28
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
749
|
|
|
|
793
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anpario have applied a limit to the total number of new shares
which may be issued under awards under the CSOP, SAYE, JSOP and
under any
other incentive plans which might involve the issue
of new shares. That limit will be the total number of new shares
over which future awards may
be made, when added to the total
number of shares issued and issuable under awards granted on 16
September 2016 and any awards which are
outstanding as at
that date shall not exceed 16.3% of the total of the number of
shares in issue from time to time.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year options totalling 72,754 (2016: 218,132) were
awarded under a number of incentive schemes listed in the schedule
below and
30,068 (2016: 295,734) options were exercised.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year, on 14 July 2017, under the joint share ownership
plan the company issued 100,000 shares at 23p each to key
management
personnel at a price of 342.5p per share.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year, on 20 September 2017, under the joint share
ownership plan the company issued 175,000 shares at 23p each to an
Executive
Director at a price of 375p per share. This
included a transfer of 49,982 shares which were already held
within the trust.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of services received in return for share options
granted and the shares which have been issued into the joint
beneficial ownership of
the participating Executive Directors
and the Trustee of The Anpario plc Employees' Share Trust is
calculated based on appropriate valuation
models.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The expense is apportioned over the vesting period and is based on
the number of financial instruments which are expected to vest and
the fair
value of those financial instruments at the date of
the grant. The charge for the year in respect of share options
granted and associated expenses
amounts to £259,000 (2016:
£210,000) of which £70,000 (2016: £10,000) is related to
professional fees that have been expensed during the year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average fair value of options granted during the year
was determined based on the following assumptions using the
Black-Scholes
pricing model.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
CSOP
|
|
JSOP
|
|
Unapproved
|
|
JSOP
|
|
SAYE
|
|
|
Grant date
|
|
01-Jul
|
|
14-Jul
|
|
14-Jul
|
|
20-Sep
|
|
21-Nov
|
|
|
Number of options granted (000)
|
|
17
|
|
100
|
|
10
|
|
175
|
|
45
|
|
|
Grant price (p)
|
|
342.5
|
|
342.5
|
|
342.5
|
|
375.0
|
|
417.5
|
|
|
Exercise price (p)
|
|
342.5
|
|
388.7
|
|
342.5
|
|
425.6
|
|
334.0
|
|
|
Carrying cost (per annum)
|
|
-
|
|
4.5%
|
|
-
|
|
4.5%
|
|
-
|
|
|
Vesting period (years)
|
|
3
|
|
3
|
|
3
|
|
3
|
|
3
|
|
|
Option expiry (years)
|
|
10.0
|
|
10.0
|
|
10.0
|
|
10.0
|
|
3.5
|
|
|
Expected volatility of the share price
|
|
20%
|
|
20%
|
|
20%
|
|
20%
|
|
20%
|
|
|
Dividends expected on the shares
|
|
2.04%
|
|
2.04%
|
|
2.04%
|
|
1.87%
|
|
1.68%
|
|
|
Risk-free rate
|
|
0.38%
|
|
0.38%
|
|
0.38%
|
|
0.50%
|
|
0.54%
|
|
|
Fair value (p)
|
|
37.7
|
|
23.6
|
|
37.6
|
|
26.9
|
|
91.2
|
|
|
25. Exceptional Items
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
Acquisition costs
|
|
112
|
|
58
|
|
|
Closure and restructuring costs
|
|
515
|
|
305
|
|
|
Payments made to former director
|
|
-
|
|
287
|
|
|
Development cost impairment
|
|
-
|
|
571
|
|
|
|
|
627
|
|
1,221
|
|
|
|
|
|
|
|
|
|
The implementation of strategic growth initiatives, including
putting in place a new senior management
structure and new
direct investment in operations in key target markets, has
resulted in non-recurring and
exceptional costs of £627,000
(2016: £650,000). In view of the nature and size of these items,
they have not
been included in the adjusted profit measures
and neither have legal costs incurred in successful and abortive
acquisitions.
In
2016, an impairment of £571,000 was recognised in the accounts in
respect of historic capitalised expenditure
on the
development of our pheromone attractants for aquaculture under the
Aquatice brand. These costs were
incurred pre 2013 and whilst
we still have some ongoing trials for Aquatice it represents a
very small part of the
Anpario business. The pheromone
technology has unrealised commercial potential; however, the
outlook remains
unclear. We believe that in view of this
uncertainty it is appropriate to recognise this cost as
exceptional.
|
|
|
|
|
|
26. Related party transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group and Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following transactions were carried out with related parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P A Lawrence, Chairman of ECO Animal Health Group plc, is a
Non-Executive Director of the Company and £48,000 (2016:
£48,000)
was paid to ECO Animal Health Group plc in respect of his services
and expenses. In 2017, £nil (2016: £12,338) was
received from
ECO Animal Health Group plc in respect of pension commitments to a
former employee.
|
|
|
|
|
|
|
|
|
|
|
|
There was £4,000 due to Eco Animal Health Group plc at 31 December
2017 (2016: £4,000).
|
|
|
|
|
|
|
|
|
|
|
|
Key management comprises the Directors of Anpario plc; excluding P
A Lawrence as noted above, the remaining Directors
emoluments
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
|
|
£000
|
|
£000
|
|
|
Short-term employment benefits
|
|
|
|
757
|
|
795
|
|
|
Post employment benefits
|
|
|
|
8
|
|
31
|
|
|
Share-based payments
|
|
|
|
178
|
|
123
|
|
|
Total
|
|
|
|
943
|
|
949
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following transactions were carried out with related parties:
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
Sales of goods:
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
|
|
4,184
|
|
1,905
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of services:
|
|
|
|
|
|
|
|
|
Related parties
|
|
|
|
48
|
|
48
|
|
|
|
|
|
|
|
|
|
|
|
Year-end balances with related parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
Receivables from related parties (note 15):
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
|
|
5,108
|
|
3,215
|
|
|
|
|
|
|
|
|
|
|
|
Payables to related parties (note 17):
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
|
|
4,075
|
|
4,084
|
|
|
Related parties
|
|
|
|
4
|
|
4
|
|
|
27. Business Combinations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 3 February 2017, the Group acquired the business and inventory
of Cobbett Pty Ltd ("Cobbett"). Cobbett
has been
Anpario's distributor since 1987 and the acquisition is in line
with our strategy to strengthen sales
and distribution
channels and develop closer relationships with end users of our
products.
On completion, the fair value of the net
assets and liabilities of Cobbett equalled £228,000 and
consequently
gives rise to goodwill on the transaction of
£470,000. The acquired business contributed revenues of £922,000
and
a net profit before tax of £113,000 to the Group for the period
from 3 February 2017 to 31 December 2017.
A contingent
consideration arrangement exists that requires the Group to pay in
cash, to the former owners
of Cobbett, up to AUD $300,000
(£184,000) after one year, based on certain performance criteria
being met.
This has been revalued at the year end based on
latest estimates, resulting in a reduction of the expected
liability
of AUD $37,000 (£32,000).
Details of net assets
acquired and goodwill are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£000
|
|
|
|
|
|
|
|
|
|
Purchase consideration
|
|
|
|
429
|
|
|
Inventory
|
|
|
|
85
|
|
|
Contingent consideration
|
|
|
|
184
|
|
|
Total consideration
|
|
|
|
698
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The assets and liabilities at 3 February 2017 arising from the
acquisition are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Fair value
|
|
Acquiree's
carrying
value
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
Brands
|
|
43
|
|
|
|
|
Customer relationships
|
|
100
|
|
|
|
|
Inventory
|
|
85
|
|
85
|
|
|
Fair value of assets
|
|
228
|
|
85
|
|
|
Goodwill
|
|
470
|
|
|
|
|
Total purchase consideration
|
|
698
|
|
|
|
|
|
|
|
|
|
|
|
Cash outflow on acquisition
|
|
|
|
514
|
|
|
28. Derivative financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group's finance function is responsible for managing financial
risks, including currency risk.
The Group seeks to minimise
the effects of these risks using various methods, including
entering
into currency forward and option contracts. Where
applicable these are designated as cash flow
hedges against
highly probable forecast foreign currency sales. If cash flow
hedge accounting is
not applicable then the value is taken
through profit or loss.
Included within other
comprehensive income is the movement in the cash flow hedge
reserve as
outlined below.
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
Cashflow hedge movements (net of deferred tax)
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
Change in value of cash flow hedges
|
|
190
|
|
37
|
|
|
Deferred tax liability
|
|
(28)
|
|
-
|
|
|
|
|
162
|
|
37
|
|
|
|
|
|
|
|
|
|
The fair value of the cash flow hedges, along with other forward
contracts held at fair value
through profit or loss, are
financial assets as outlined below.
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
Financial assets
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
Cash flow hedges
|
|
149
|
|
14
|
|
|
Financial assets at fair value through profit or loss
|
|
71
|
|
-
|
|
|
|
|
220
|
|
14
|
|
|
|
|
|
|
|
|
|
The financial instruments in place are to mitigate the risks
associated with future US Dollar sales
receipts. The details
of the notional amounts, hedged rate and spot rate at 31 December
2017
are outlined below.
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
|
Notional amount (US Dollars 000's)
|
|
3,600
|
|
4,800
|
|
|
Weighted average hedged rate of financial instruments
|
|
1.2560
|
|
1.2590
|
|
|
Spot rate at 31 December
|
|
1.3503
|
|
1.2332
|
|
Company information
Company Number
Registered in England and Wales 03345857
Registered Office and Head Office
Manton Wood Enterprise Park
Worksop
Nottinghamshire
S80
2RS
England
Telephone: 01909 537380
Company Secretary
Karen L Prior
Stock Exchange
London
Code: ANP
Website
www.anpario.com
Registrars
Share Registrars Limited
The Courtyard
17
West Street
Farnham
Surrey
GU9 7DR
England
Telephone:
01252 821390
Statutory Auditors
Deloitte LLP
1 City Square
Leeds
LS1
2AL
England
Bankers
Barclays Bank PLC
One Snowhill
Snow Hill
Queensway
Birmingham
B3 2WN
England
HSBC Bank PLC
1st Floor
The Arc
NG2 Business Park
Enterprise
Way
Nottingham
NG2 1EN
England
Nominated Adviser and Broker
Peel Hunt LLP
Moor House
120
London wall
London
EC2Y 5ET
England
Telephone: 0207
418 8900
Board of Directors
Richard P Edwards, B Eng (Hons), C Eng, MBA.
Chief
Executive Officer (N)
Richard Edwards joined the Board in December 2006 as Chief Executive
following the acquisition of Agil. He was appointed Executive
Vice-Chairman in April 2011 with specific responsibility for
implementing acquisition strategy. In January 2016, Richard was
appointed to the position of CEO.
Richard has extensive general management and corporate strategy
experience gained in the sales and distribution sector both in the UK
and internationally. Previously he was Director and General Manager of
WF Electrical, a £140 million turnover division of Hagemeyer (UK) plc, a
distributor of industrial products, and gained significant experience in
corporate development at Saint Gobain UK building materials business.
Karen L Prior, BSc (Hons), FCA.
Group Finance Director
Karen joined the board in October 2009 as Group Finance Director.
Previously, Karen has had roles as Finance Director of Town Centre
Securities PLC, a listed property group and UK Finance Director of
Q-Park, where she was instrumental in its establishment and growth in
the UK.
Karen has also been Financial Controller of train builders Bombardier
Transportation and spent 10 years of her early career with Ernst and
Young specialising in providing audit and business services to
entrepreneurial businesses.
Peter A Lawrence, MSc, BSc, DIC, ACGI.
Non-Executive
Chairman (A, N, R)
Peter joined the Board in August 2005 as a Non-Executive Director and
became Non-Executive Chairman in 2017. Peter is the founder of ECO
Animal Health Group plc where he is now the Non-Executive Chairman
having been an Executive Director ever since its formation in 1972.
Currently, he is also the Non-Executive Chairman of Baronsmead VCT plc,
the Non-Executive Chairman of Amati VCT plc and an Executive Director of
Algatechnologies Ltd. Peter received the Entrepreneur of the Year Award
at the 2003 AIM awards.
Richard K Wood
Senior Independent Director (A, N, R)
Richard joined the Board in November 2017 as a Senior Independent
Director. Richard has considerable global animal health experience
having built Genus plc from a small company privatised by the
government, into a world leading animal genetics company. More recently,
Richard was a senior independent non-executive director of Avon Rubber
plc and was also chairman of Ocean Harvest Technology Inc., a small
manufacturer of therapeutic animal feeds using seaweeds.
Richard has previously held the position of Chairman at Atlantic
Pharmaceuticals plc, Innovis (a sheep genetics company) and Silent
Herdsman Limited (Farming Technology).
Key A: Audit Committee N: Nomination Committee R: Remuneration Committee
The Terms of Reference of the Audit, Nomination and Remuneration
Committees are available on the Company’s website: www.anpario.com/aim-26/
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Anpario plc
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Richard Edwards, CEO
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+44(0) 777 6417 129
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Karen Prior, FD
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+44(0) 1909 537380
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Peel Hunt LLP
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+44 (0)20 7418 8900
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Adrian Trimmings
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George Sellar
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View source version on businesswire.com: http://www.businesswire.com/news/home/20180306006809/en/