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DJ Thwaites (Daniel) Plc Annual Financial Report

 
TIDMTHW 
 
Chairman's Statement 
 
I am pleased to be able to report an excellent set of results in a year that 
has seen the company simplified and transformed. 
 
Turnover for the year was GBP84.6m, which whilst decreasing on last year, 
represents an increase of 4.0% in our continuing operations. 
 
Operating profit has increased by GBP1.9m or 19.8% on last year, however once 
last year's restructuring costs and property impairment are excluded, 
underlying operating profits of GBP11.5m compare against GBP12.0m in 2015, 
which included a full year contribution from our Beer Co. 
 
I am delighted to report that this year's results have been achieved by 
replacing much of those profits lost from the sale of our Beer Co, which in 
2015 amounted to GBP2.2m. This has been achieved by strong growth in our 
continuing pubs, inns and hotel businesses, which delivered operating profits 
of GBP11.4m (2015: GBP9.8m, pre impairment), representing growth of 16%. 
 
Earnings per share reduced by 20% to 7.7p (2015: 9.6p) as the previous year 
included the profit on the sale of the Beer Co. 
 
During the year we have continued our strategy of investing in our core pub 
estate, inns and hotels, whilst continuing to sell poorer quality properties. 
As a result of that and the receipt of the proceeds from the sale of our Beer 
Co of GBP29.0m, net debt decreased in the year from GBP60.5m at 31 March 2015 
to GBP34.1m at 31 March 2016. 
 
Strategy 
 
The strategy of the company is to own and operate freehold properties to offer 
superb hospitality in outstanding properties in great locations. The sale of 
the Beer Co in the past year and subsequent restructuring has slimmed down the 
company to a core of high quality businesses that meet this objective, whilst 
providing funds to develop and acquire new properties to provide growth for the 
future. 
 
Thwaites Pubs - We own and support an estate of high quality tenanted pubs, run 
by dedicated and talented individuals, who are attracted by the support package 
and investment that we offer them to enable them to realise their pub's 
potential. The investments that we have made in the estate over the past few 
years have created sustainable, long term businesses with multiple income 
streams and strong food offerings. We have continued to invest in letting 
bedrooms for our pubs where possible to create an additional income stream to 
their restaurant and drinks business. 
 
Thwaites Inns of Character - We have a small but growing number of high quality 
inns and are actively growing this part of the company. Our inns are a natural 
place to showcase our own beers, offer fantastic local food and comfortable 
rooms. We remain committed to acquiring and developing these larger managed 
properties which ideally will have bedrooms as well as offering excellent and 
exciting food and drink. 
 
Shire Hotels and Spas - Our collection of provincial hotels are individual in 
nature, but united by their welcome and service. We will continue to invest in 
the hotels to maintain them in good order, provide high levels of service to 
our guests and provide a warm welcome. We are looking to add to the number of 
hotels that we own through acquisition or new build. 
 
Thwaites Brewery - great beer is an important part of our heritage and customer 
offer. We are committed to continuing to brew fabulous beers and distribute 
them exclusively in our own properties. We will develop a new brewery on our 
new site and brew interesting craft beers as well giving our customers the 
traditional ales that Thwaites is famous for. 
 
New Office and Brewery 
 
We have completed a review of the options for relocating and particularly in 
relation to the site that we purchased at Mellor Brook. We have now started the 
detailed work to move this project forward. 
 
Architects and a local builder have been appointed and we expect to submit 
plans to Ribble Valley Planning Department for new offices, a brewery and 
stables by the summer of 2016. Thereafter, all being well, we will start to 
build towards the end of the year, with the objective of moving into the site 
early in 2018. 
 
Our existing offices and brewery continue to be housed on our site in the 
middle of Blackburn and will be until we move to the new site. During the year 
we have received a demolition license for the site, however we will wait until 
we have vacated the site until proceeding with that, or any subsequent 
redevelopment or sale. 
 
Acquisitions, developments and disposals 
 
As I reported at the half year, we have put significant focus and attention 
into looking for opportunities to invest in freehold properties that complement 
our tenanted pubs, inns and hotels businesses. I am pleased to report that we 
have acquired five properties in the year. Three of these I reported on at the 
half year; The Crown at Pooley Bridge, The Royal at Heysham and The Boot and 
Shoe, Lancaster. In addition I am pleased to report that in the second half of 
the year we acquired the Beverley Arms in the East Riding of Yorkshire and a 
large derelict building close to The Lister Arms, Malham, each of which has 
been acquired to add to our Inns of Character. These properties form the core 
of a significant investment programme in the current year and will be 
relaunched under our own management. 
 
In January 2016 we received planning permission for a new 54 bedroom lodge 
adjoining the Parsons Collar pub in Fareham, adjacent to the Solent Hotel & 
Spa. This forms another key part of our investment plans for 2016/17. 
 
We continue to look for new properties to acquire and have the resources to be 
able to make acquisitions in all areas of the business. Over the same period we 
have sold 20 pubs from the bottom end of our estate at a small loss. 
 
Dividend 
 
An interim dividend of 1.10p (2015: 1.10p) was paid in January 2016 and the 
Board recommends a final dividend of 3.36p (2015: 3.36p). The Board will keep 
the level of dividend under review, and assess the level of future dividends in 
light of company performance. 
 
Board 
 
Peter Boddy, who has been a non-executive director since October 2007, decided 
to step down from the Board at the half year. 
 
Following the year end Arabella Yerburgh, a non-executive director since 
September 2010 stood down from the Board, and was replaced by Oscar Yerburgh 
who will represent the wider interests of the Yerburgh family as a 
non-executive director. 
 
I would like to thank Arabella and Peter most sincerely for the contributions 
they have made to the Board over a number of years. 
 
We expect to appoint a new independent non-executive director over the coming 
months. 
 
People 
 
The business ends the year in fine shape, with an excellent team in place to 
take it into the next phase of its development. 
 
The current year presents challenges from the adoption of national living wage 
legislation. However, we have used this as a catalyst to address pay rates 
across the business, and have universally moved away from the minimum wage. We 
believe that this will help us to attract, recruit and retain engaged and 
motivated employees. This is a progressive step, which we believe will pay 
dividends in the long term. 
 
I would like to thank all our staff, customers, suppliers and shareholders for 
their support as we have gone through the changes of the past few years and 
wish everyone well for the coming year. 
 
Outlook 
 
The financial year has begun with some headwinds, with difficult trading over 
the important Easter period. Easter fell early this year, and was accompanied 
by poor weather, which then persisted for several weeks. Fortunately the 
regional hotel market continues to grow steadily and our pubs, inns and hotels 
are benefiting from sustained investment over the past five years. 
 
This will be a year of consolidation and investment, some of which I have 
referred to above. This will be important in laying the foundations for 
profitable growth in the following year. We expect to start work on the new 
Lodge at the Solent in July, and on our investments in the Inns after the 
summer. We have the strongest pipeline of investment opportunities that we have 
had for a number of years and our recent investment experience gives us 
confidence in these. 
 
We are working hard to uncover additional new opportunities to acquire new 
properties and are excited about some of the prospects that we are currently 
assessing. 
 
After a number of years of disruptive change, the company is in a strong 
financial position to enter a period of consolidation, investment and growth. 
As a result I am optimistic about its future and confident that we are in a 
position to make the most of any opportunities that arise. 
 
 
Mrs Ann Yerburgh - Chairman 
7 June 2016 
 
 
 
Operating Review 
 
Overview 
 
The trading performance for the year across all areas of the business has been 
good. The signs of increased consumer confidence that we reported last year 
have persisted and we have increased levels of sales in every area. 
 
In June we restructured our head office functions to reflect the simplified 
nature of the company following the sale or our Beer Co, which meant a number 
of redundancies. However we now have in place an appropriate head office 
function to support our plans for the future. Following the office 
restructuring we began work to improve the engagement and performance of our 
employees. As a result we undertook a detailed review of our communications, 
reward and remuneration which led to us moving away from being a minimum wage 
employer, improvements to employee benefits, the harmonisation of terms and 
conditions across the company and a new internal communications framework. 
 
We have also reviewed how the simplification of the business is reflected 
through our branding and customer messaging and have arrived at a new brand 
hierarchy and website which will be launched towards the end of 2016. 
 
Our strategy remains focused on the existing four key parts of the business and 
we have plans to continue to invest in them to underpin our future growth. 
 
Thwaites Pubs 
 

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DJ Thwaites (Daniel) Plc Annual Financial Report -3-

which to develop further. We have a pipeline of investment projects for the 
coming year which will help to move profits forward in the following year. We 
also have the resources in place to identify further opportunities to acquire 
outstanding properties to grow the business for the future. 
 
 
 
Financial Review 
 
 
ACCOUNTING STANDARDS 
 
A new financial reporting framework became effective in the UK from 1 January 
2015. The accounts for the year ended 31 March 2016 are the first accounts that 
we have prepared under this new accounting standard, FRS 102. Comparative 
numbers for the year ended 31 March 2015 have been restated under the new 
standard. 
 
The main changes resulting from the new accounting standard are as follows: 
 
  * The administrative expenses incurred by the two defined benefit pension 
    schemes, previously borne directly within the schemes, are now charged to 
    operating profit. 
  * The calculation of the notional finance charge on the pension liability is 
    now based on an interest charge on the deficit of the schemes. Under UK 
    GAAP there was an interest benefit based on the return on assets less an 
    interest charge on the liabilities. 
  * In the balance sheet the pension deficit was previously shown net of 
    deferred tax, under FRS 102 the deficit is shown gross and deferred tax is 
    shown separately. The effect of this is to create a deferred tax asset 
    which is shown under debtors. 
  * Under UK GAAP interest rate swaps were provided against to the extent that 
    they were not matched against bank debt. FRS 102 requires interest rate 
    swaps to be recognised as a financial liability at fair value, with the 
    movement in the fair value of the swaps charged or credited to the profit 
    and loss account each year. 
  * A new primary statement setting out the changes in equity has been added, 
    and replaces information that was previously provided in the notes to the 
    accounts. 
 
 
Results 
 
Turnover for the year ended 31 March 2016 decreased by GBP53.0m to GBP84.6m due 
to the disposal of the major part of Thwaites Beer Co to Marston's PLC at the 
beginning of the year. Turnover from continuing operations increased by 4% from 
GBP78.2 to GBP81.4m. 
 
Operating profit, increased by 20% to GBP11.5m. Whilst operating profit from 
continuing operations increased by 36% to GBP11.4m. 
 
The measurement of the interest rate swaps at fair value resulted in a charge 
of GBP2.6m (2015: GBP10.3m). 
 
Profit before taxation for the year was GBP4.8m (2015: GBP5.0m). 
 
Business Review 
 
The key issues facing the group are covered in the Chairman's Statement and 
Strategic Report. The principal non-financial indicators monitored by 
management are: 
 
Beer Co and Pubs 
 
Production indices, utility indices, beer quality, health and safety incidents, 
beer volumes, tenant recruitment and number of letting bedrooms. 
 
Hotels and Inns 
 
Room occupancy rates, customer reviews, health and safety incidents, spa 
memberships and wedding and event numbers. 
 
Interest rate swaps measured at fair value 
 
The group has interest rate swaps for GBP55m, which under FRS 102 were 
recognised as a financial liability at 1 April 2014. During the year ended 31 
March 2016 the movement in the fair value of the interest rate swaps resulted 
in a charge to the profit and loss account of GBP2.6m (2015: GBP10.3m) 
 
Interest payable 
 
Net interest payable decreased by GBP0.4m to GBP3.0m, as net debt decreased 
from GBP60.5m to GBP34.1m. 
 
Taxation 
 
The tax charge on profit for the year was GBP0.2m, an effective rate of 4% due 
to the utilisation of allowable losses carried forward from the previous year. 
 
Earnings per share 
 
The earnings per share fell from 9.6p to 7.7p. 
 
Dividends 
 
An interim dividend of 1.10p has been paid and the Board recommends a final 
dividend of 3.36p, which will make a total of 4.46p for 2016 (2015: 4.46p). 
 
Cash ?ow and ?nancing 
 
The group's net borrowing reduced by GBP26.4m, from GBP60.5m at 31 March 2015 
to GBP34.1m at 31 March 2016 due to the proceeds received from the sale of the 
Beer Co. 
 
In February 2016 the group bought back and cancelled 750,000 shares at a cost 
of GBP0.8m from Chase Nominees Limited. 
 
The group made deficit contributions to the defined benefit pension schemes of 
GBP2.8m (2015: GBP3.4m). Whilst these schemes were closed in August 2009, the 
group is committed to funding the deficit on the scheme which was GBP33.3m, 
before tax, at 31 March 2016, an increase of GBP4.5m from GBP28.8m at 31 March 
2015. 
 
The group has GBP45m of long term debt and cash balances of GBP10.9m at 31 
March 2016. The group had bank facilities of GBP30m at 31 March 2015, but these 
were cancelled following receipt of the funds from the sale of the beer 
business as the group had sufficient cash balances to meet its short term 
needs. It is anticipated that new bank facilities will be put in place later in 
2016 to meet the requirements of the group's capital investment plans. 
 
Property 
 
During the year we sold 20 pubs for a total of GBP4.3m generating a loss 
against book value, after disposal costs, of GBP0.2m. 
 
In line with our accounting policy, 20% of our properties were subject to a 
formal revaluation, and additionally an impairment review was carried out on 
the rest of our property estate. This resulted in a reduction in the total 
value of our property portfolio of GBP1.2m of which GBP0.1m was charged to the 
profit and loss account and GBP1.1m deducted from the revaluation reserve. 
 
Treasury policy and ?nancial risk management 
 
Treasury policies are subject to Board approval. All borrowings are in sterling 
fixed interest loans. The group has interest rate swaps for GBP55m where it is 
committed to paying the difference between LIBOR and fixed interest rates. At 
31 March 2016 a financial liability of GBP21.2m has been recognised in respect 
of these interest rate swap contracts. 
 
Kevin Wood 
Finance Director 
7 June 2016 
 
 
 
 
 
EXTRACT FROM AUDITED FULL FINANCIAL STATEMENTS FOR THE YEAR ENDED 
31 MARCH 2016 
 
GROUP PROFIT AND LOSS ACCOUNT 
 
                                      2016         2016     2016       2015          2015    2015 
                                     GBP'm        GBP'm    GBP'm      GBP'm         GBP'm   GBP'm 
 
                                Continuing Discontinued          Continuing  Discontinued 
                                operations   operations    Total operations    operations   Total 
 
Turnover                              81.4          3.2     84.6       78.2          59.4   137.6 
 
Cost of sales                       (59.3)        (2.4)   (61.7)     (56.2)        (50.0) (106.2) 
 
Gross profit                          22.1          0.8     22.9       22.0           9.4    31.4 
 
Distribution costs                   (4.6)        (0.5)    (5.1)      (6.2)         (6.5)  (12.7) 
 
Administrative expenses              (6.0)        (0.2)    (6.2)      (6.0)         (0.7)   (6.7) 
 
Restructuring costs                      -            -        -          -         (1.0)   (1.0) 
 
Property impairment                  (0.1)            -    (0.1)      (1.4)             -   (1.4) 
 
Operating profit                      11.4          0.1     11.5        8.4           1.2     9.6 
 
Profit on sale of Beer Company           -            -        -          -           9.6     9.6 
 
Property disposals                   (0.2)            -    (0.2)        0.2             -     0.2 
 
Profit before interest                11.2          0.1     11.3        8.6          10.8    19.4 
 
Net interest payable                 (3.0)            -    (3.0)      (3.4)             -   (3.4) 
Loss on interest rate swaps          (2.6)            -    (2.6)     (10.3)             -  (10.3) 
measured at fair value 
 
Finance charge on pension            (0.9)            -    (0.9)      (0.7)             -   (0.7) 
liability 
 
Profit (loss) on ordinary              4.7          0.1      4.8      (5.8)          10.8     5.0 
activities before taxation 
 
Taxation on profit (loss) for        (0.2)            -    (0.2)        0.7             -     0.7 
the year 
 
Profit (loss) on ordinary              4.5          0.1      4.6      (5.1)          10.8     5.7 
activities after taxation 
 
 
 
 
Dividends :                                            2016                        2015 
 
Ordinary paid per share 1.10p (2015 - 1.10p)            0.7                         0.7 
 
Ordinary recommended per 25p share 3.36p (2015 -        2.0                         2.0 
3.36p) 
 
Earnings per ordinary share                            7.7p                        9.6p 
 
The final dividend of 3.36p per ordinary share in respect of the year ended 31 
March 2016 will be paid on 19 July 2016 to shareholders on the register at 24 
June 2016. 
 
DANIEL THWAITES PLC 
 
GROUP BALANCE SHEET 
At 31 March 2016                                                                2016 2015 
                                                                               GBP'm GBP'm 
 
__________________________________________________________________________  ________ ________ 
 
Fixed Assets 
 
Tangible assets                                                                255.8    253.1 
 
Investments                                                                      3.4      3.7 
__________________________________________________________________________  ________ ________ 
 
                                                                               259.2    256.8 
 
 
Current assets 
 
Stocks                                                                           0.6      3.7 
 
Trade and other debtors                                                         11.7     45.2 
 
Cash at bank and in hand                                                        10.9      3.0 
___________________________________________________________________________ ________ ________ 
 
                                                                                23.2     51.9 
 
 

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DJ Thwaites (Daniel) Plc Annual Financial Report -4-

Creditors due within one year 
 
Trade and other creditors                                                     (13.0)   (20.7) 
Loan capital                                                                       -   (18.5) 
__________________________________________________________________________  ________ ________ 
                                                                              (13.0)   (39.2) 
 
 
Net current assets                                                            10.2     12.7 
_________________________________________________________________           ________ ________ 
 
Total assets less current liabilities                                          269.4    269.5 
 
Creditors due after one year                                                  (66.2)   (65.6) 
_________________________________________________________________           ________ ________ 
 
 
Net assets excluding pension liability                                         203.2    203.9 
_________________________________________________________________           ________ ________ 
 
 
Net pension liability                                                         (33.3)   (28.8) 
__________________________________________________________________________  ________ ________ 
 
Net assets including pension liability                                         169.9    175.1 
_________________________________________________________________           ________ ________ 
 
Capital and reserves 
 
Called up share capital                                                         14.7     14.9 
 
Capital redemption reserve                                                       1.1      0.9 
 
Revaluation reserve                                                             79.2     80.9 
 
Profit and loss account                                                         74.9     78.4 
 
___________________________________________________________________________ ________ ________ 
 
 
Equity shareholders' funds                                                     169.9    175.1 
_________________________________________________________________           ________ ________ 
 
 
 
DANIEL THWAITES PLC 
GROUP CASH FLOW STATEMENT 
 
For the year ended 31 March 2016 
 
                                                                                 2016      2015 
                                                                                GBP'm     GBP'm 
____________________________________________________________________________ ________ _________ 
 
 
Cash flow from operating activities                                              19.8      17.4 
 
Tax refunded (paid)                                                               0.9     (1.1) 
 
Cash flow from financing activities                                            (24.3)     (3.5) 
 
Cash flow from investing activities                                              14.2    (10.7) 
 
Equity dividends paid                                                           (2.7)     (2.7) 
____________________________________________________________________________ ________  ________ 
 
 
Increase (decrease) in cash and cash equivalents                                  7.9     (0.6) 
Cash and cash equivalents at beginning of year                                    3.0       3.6 
____________________________________________________________________________ ________ _________ 
Cash and cash equivalents at end of year                                         10.9       3.0 
Loan capital                                                                   (45.0)    (63.5) 
____________________________________________________________________________ ________ _________ 
Net debt                                                                       (34.1)    (60.5) 
 
Reconciliation of net cash flow to movement in net debt 
 
Increase (decrease) in cash                                                       7.9     (0.6) 
 
Cash flow from decrease (increase) in debt                                       18.5     (2.0) 
____________________________________________________________________________ ________  ________ 
 
                                                                                 26.4     (2.6) 
 
 
Net debt at beginning of year                                                  (60.5)    (57.9) 
____________________________________________________________________________ ________  ________ 
 
 
Net debt at end of year                                                        (34.1)    (60.5) 
____________________________________________________________________________ ________  ________ 
 
Notice of Meeting 
 
Notice is hereby given that the Annual General Meeting of the company will be 
held at The Aztec Hotel and Spa, Aztec West, Almondsbury, Bristol, BS32 4TS on 
Thursday 14 July 2016 at 12.00 noon for the transaction of the following 
business: 
 
Ordinary Business 
 
To consider, and if thought fit, pass the following resolutions which will be 
proposed as ordinary resolutions. 
 
1.   To receive and adopt the accounts for the year ended 31 March 2016 and the 
reports of the directors and the auditor, and to approve and declare a final 
dividend for the year ended 31 March 2016 
 
2.   To re-elect Mr K D Wood  as a director 
 
3.   To re-elect Mr O G H Yerburgh as a director 
 
4.   To approve and confirm the remuneration of the directors for the year 
ended 31 March 2016 
 
5.   To reappoint KPMG LLP as auditor and authorise the directors to determine 
their remuneration 
 
Special Business 
 
To consider, and if thought fit, pass the following resolutions of which 
resolutions 6 and  8 will be proposed as ordinary resolutions and resolution 7 
as a special resolution. 
 
6.   THAT, for the purposes of section 551 of the Companies Act 2006 (the Act) 
the directors of the company be and are hereby generally and unconditionally 
authorised to exercise all powers of the company to allot equity securities 
(within the meaning of section 560 of the Act) up to an amount equal to the 
aggregate nominal amount of the authorised but unissued share capital of the 
company provided that this authority shall expire (unless previously renewed, 
varied or revoked by the company in general meeting) at the conclusion of the 
next annual general meeting of the company, save that the company may before 
such expiry make an offer or agreement which would or might require relevant 
securities to be allotted after such expiry and the directors of the company 
may allot relevant securities in pursuance of such an offer or agreement as if 
the authority conferred hereby had not expired. 
 
This authority is in substitution for any and all authorities previously 
conferred upon the directors for the purposes of section 551 of the Act, 
without prejudice to any allotments made pursuant to the terms of such 
authorities. 
 
7.   THAT, subject to the passing of resolution 6 above, the directors of the 
company be and are hereby empowered pursuant to section 570 of the Act to allot 
equity securities (within the meaning of section 560 of the Act) pursuant to 
the authority conferred by resolution 6 above as if section 561 of the Act did 
not apply to any such allotment provided that the power conferred by this 
resolution shall be limited to: 
 
i. the allotment of equity securities for cash in connection with an issue or 
offer of equity securities (including, without limitation, under a rights 
issue, open offer or similar arrangement) to holders of equity  securities in 
proportion (as nearly as may be practicable) to their respective holdings of 
equity securities subject only to such exclusions or other arrangements as the 
directors of the company may consider necessary or expedient to deal with 
fractional entitlements or legal or practical problems under the laws of any 
territory, or the requirements of any regulatory body or stock exchange in any 
territory; and 
 
ii.            the allotment (otherwise than pursuant to resolution 7.1) of 
equity securities for cash up to an aggregate nominal amount of GBP734,375. 
 
 The power conferred by this resolution 7 shall expire (unless previously 
renewed, revoked or varied by the company in general meeting), at such time as 
the general authority conferred on the directors of the company by resolution 6 
above expires, except that the company may at any time before such expiry make 
any offer or agreement which would or might require equity securities to be 
allotted after such expiry and the directors of the company may allot equity 
securities in pursuance of such an offer or agreement as if the authority 
conferred hereby had not expired. 
 
8.   To authorise the company generally and unconditionally to make market 
purchases (within the meaning of section 693(4) of the Companies Act 2006) of 
ordinary shares of 25 pence each in the capital of the company provided that: 
 
i. the maximum aggregate number of ordinary shares that may be purchased is 
5,875,000. Representing 10% of the issued share capital of the company; 
 
ii.            the minimum price (excluding expenses) which may be paid for 
each ordinary share is 25 pence. 
 
iii.           the maximum price (excluding expenses) which may be paid for 
each ordinary share is an amount equal to 105 per cent of the average of the 
middle market quotations for an ordinary share of the company (as derived from 
the ICAP Securities & Derivatives (ISDX) website) for the five business days 
immediately preceding the day on which the purchase is made; and 
 
iv.           unless previously renewed, varied or revoked, the authority 
conferred by this resolution shall expire at the earlier of the conclusion of 
the company's next Annual General Meeting and the date which is six months from 
the end of the Company's next financial year save that the company may, before 
the expiry of the authority granted by this resolution, enter into a contract 
to purchase ordinary shares which will or may be executed wholly or partly 
after the expiry of such authority. 
 
NOTES 
 

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DJ Thwaites (Daniel) Plc Annual Financial Report -5-

Resolution 6 - Authority to allot relevant securities 
 
The company requires the flexibility to allot shares from time to time. The 
directors are limited as to the number of shares they can at any time allot 
because allotment authority continues to be required under the Companies Act 
2006 (the Act). 
 
Accordingly, resolution 6 would grant this authority (until the next Annual 
General Meeting or unless such authority is revoked or renewed prior to such 
time) by authorising the directors (pursuant to section 551 of the Act) to 
allot relevant securities up to an amount equal to the aggregate nominal amount 
of the authorised but unissued share capital of the company as at 31 March 
2016. The directors believe it to be in the interests of the company for the 
Board to be granted this authority, to enable the Board to take advantage of 
appropriate opportunities which may arise in the future. 
 
Resolution 7 - Disapplication of statutory pre-emption rights 
 
This resolution seeks to disapply the pre-emption rights provisions of section 
561 of the Act in respect of the allotment of equity securities for cash 
pursuant to rights issues and other pre-emptive issues, and in respect of other 
issues of equity securities for cash up to an aggregate nominal value of 
GBP734,375, being an amount equal to approximately 5 per cent of the current 
issued share capital of the company. If given, this power will expire at the 
same time as the authority referred to in resolution 5. The directors consider 
this power desirable due to the flexibility afforded by it. 
 
Resolution 8 - Authority to make market purchases of shares 
 
Resolution 8 seeks authority for the company to make market purchases of its 
own ordinary shares. If passed, the resolution gives authority for the company 
to purchase up to 5,875,000 of its ordinary shares, representing 10 per cent of 
the company's issued ordinary share capital. 
 
Resolution 8 specifies the minimum and maximum prices which may be paid for any 
ordinary shares purchased under this authority. The authority will expire at 
the conclusion of the company's next Annual General Meeting in 2017 or, if 
earlier, the date which is six months from the end of the company's financial 
year which commenced on 1 April 2016. 
 
Any shares purchased under this authority will be cancelled. 
 
As a member of the company entitled to attend and vote at the meeting convened 
by this notice you are entitled to appoint another person as your proxy to 
exercise all or any of your rights to attend and to speak and vote in your 
place at the meeting. Your proxy need not be a member of the company. 
 
You may appoint more than one proxy in relation to the meeting convened by this 
notice provided that each proxy is appointed to exercise the rights attached to 
a different share or shares held by you. You may not appoint more than one 
proxy to exercise rights attached to any one share. 
 
 
By order of the Board 
Mrs S I Woodward, A.C.I.S. 
Secretary 
 
7 June 2016 
 
 
 
END 
 

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