TIDMCRU
RNS Number : 2205C
Coral Products PLC
27 September 2018
27 September 2018
CORAL PRODUCTS PLC
('Coral' or the 'Company' or the 'Group')
FINAL RESULTS
Coral Products PLC, (the "Company" or the "Group") a specialist
in the design, manufacture and supply of injection moulded plastic
products based in Haydock, Merseyside, announces its audited final
results for the year ended 30 April 2018.
KEY FINANCIALS
2018 2017 Change
GBP GBP
Group revenue 23,405,000 21,432,000 9.2%
Operating (loss)/profit (186,000) 693,000 (126.8)%
Gross Margin 34.6% 34.1% 1.5%
Underlying operating profit * 879,000 1,093,000 (19.6)%
Profit for the year before taxation (497,000) 465,000 (206.9)%
Underlying profit for the year
before taxation* 568,000 865,000 (34.3)%
Underlying EBITDA* 2,091,000 1,914,000 9.2%
Underlying earnings per share
* 0.84p 1.04p (19.2)%
Dividend payable per share 0.25p 0.7p (64.3)%
* Underlying results are reported before separately disclosed
items, as shown in note 2. Such underlying results are not intended
to be a substitute for, or superior to, IFRS measures of
profit.
HEADLINES
-- Group revenue increase of 9.2%. Gross margin increase of 0.5 to 34.6% (2017: 34.1%)
-- Revenues from non-media products increased to GBP23.4m
(GBP21.1m in 2017) representing 100% of total revenues (2017:
98%).
-- The fall in underlying operating profits to GBP0.9m (GBP1.1m
in 2017) related to poor performance at Coral Products Mouldings in
the first 8 months of the financial year.
-- The other subsidiaries remained profitable and with the
exception of Tatra-Rotalac, the Group reported profits in-line or
ahead of expectation. Tatra was adversely affected by a GBP0.2m bad
debt in the last quarter and major management changes due to
previous owner managers leaving to pursue alternative careers.
-- Underlying EBITDA increased by 9.2% to GBP2.1m.
-- Coral Products (Mouldings) firmly established as automotive
parts supplier with 4 major accounts including 3 OEMs.
-- Supplier of choice for a major on-line tote retailer, with
supply orders running at present through to January 2019.
-- Re-established the position of being a major supplier of
crates and caddies into UK councils.
-- Substantial capital investment across the group to take advantage of market opportunities.
-- Successful integration of Tambour shutter division acquired from PAL into Tatra-Rotalac.
-- Strong net assets position of GBP13.2m as at the year-end (2017: GBP13.8m).
-- New sales team commenced work at Coral Products (Mouldings)
end of Q3, bringing added sales focus to both recycling and core
products.
-- Dividend of 0.25p reflecting the Board's confidence in the Group's prospects.
Commenting on the results, Joe Grimmond, Chairman, said:
"We continue to invest in our Group adding new and improved
capacity. This is creating greater sales opportunities and we
anticipate significant sales growth over the current financial
year. Whilst I was pleased with the increase in revenue up 9.2% to
GBP23.4m (2017: GBP21.4m), the poor performance of Coral Products
Mouldings during the first 8 months of 2017-18 led to a reduced
underlying operating profit of GBP0.9m (2017: GBP1.1m)".
"The Group continues with its strategic progress of increasing
focus on value-added and innovative products, particularly in the
food container, recycling, telecommunications, rail industry, home
delivery totes and blow moulding areas. Our focus is to build a
significant plastic moulding business with a bias towards using
recycled materials. We remain confident in our ability to do so via
both improved internal performances of individual subsidiaries
supported by strategic acquisitions in the short to medium
term."
"We look forward with confidence to an improved performance in
the coming year."
For further information, please contact:
Coral Products plc
Michael (Mick) Wood, Chief Executive Officer Tel: 07788 565
154
Tel: 01942 590
272
Nominated Adviser
Cairn Financial Advisers LLP Tel: 020 7213
Tony Rawlinson 0880
Liam Murray
Broker
Daniel Stewart & Co plc Tel: 020 7776
David Lawman 6550
Capital Markets Consultants Tel: 07515 587
Richard Pearson 184
CHAIRMAN'S STATEMENT
We continue to invest in our Group adding new and improved
capacity and we anticipate significant sales growth over the
current financial year. Whilst I was pleased with the increase in
revenue up 9.2% to GBP23.4m (2017: GBP21.4m), the poor performance
of Coral Products (Mouldings) has led to a reduced underlying
operating profit of GBP0.9m (2017: GBP1.1m). (Note that underlying
profit is defined in note 2). However, in mitigation, further new
business has been gained for the 2017-18 financial year for Coral
Products (Mouldings) in online totes and recycling caddies, which
has continued into the current financial year.
The Group has reported a loss before taxation for the financial
year of GBP0.5m (2017: GBP0.5m profit). Across the Group, finance
costs have increased to GBP0.3m (2017: GBP0.2m) and depreciation to
GBP1.2m (2017: GBP0.8m) in line with the increased spend on new,
replacement and/or improvement of the assets of the Group. Coral
Products (Mouldings) was also affected by some one-off
reorganisation costs of GBP0.5m during the financial year.
Interpack and Global One-Pak both remain substantially
profitable, performing in line with or ahead of expectations.
Tatra-Rotalac suffered a bad debt of GBP0.2m during the last
quarter and lost both its Managing Director and Finance Manager
during the second half of the year, these events contributed to
lower than expected profitability. Replacements have now joined the
company. The focus on Coral Products (Mouldings) has meant that it
has been profitable for the last four months, this trend has
continued into the current financial year.
The Sage 200 ERP system has been extended to cover three
subsidiaries during this last financial period. The last
subsidiary, Global One-Pak will be going live during the current
financial year. Continued Management focus across the group on
health and safety, hygiene, HR and engineering processes has given
the Group a stable platform to deliver both the current budget
whilst enabling the business to accept and deliver further
opportunities in the future.
The business continues to follow the Five-Year plan that started
in 2015 but now with a specific focus on 360-degree recycling using
both internal and external acquired plastic waste. Further
investment in internal conversion equipment has been made along
with agreements made with external post-industrial medical plastics
suppliers. These approaches will both reduce material costs, whilst
supporting the important recycling message the business seeks to
promote. There has been huge interest in the forthcoming recycling
facility at Haydock. At least six local authorities, along with
bread basket and home delivery customers are in advance talks with
Haydock, with many others in early stage talks.
The continuing fall in the relative value of sterling against
the dollar and the euro, together with the prevailing uncertainty
around Brexit, could have a negative effect on our business
particularly due to the Group purchasing a large proportion of
stock items in these currencies. Steps are being taken across the
Group to mitigate these, particularly in recovering increased input
costs because of sterling's decline.
Performance of the Group is monitored principally through
adjusted profit measures which exclude GBP1.1m of underlying items.
Such items are set out in note 2 and include the amortisation of
intangibles arising on the acquisitions of Global One-Pak and
Tatra-Rotalac, acquisition costs, share based payment charges,
compensation for loss of office of senior management,
reorganisation costs and losses/profits on sale of tangible
assets.
The Group has increased net debt by GBP1.7m in the year and
gearing has increased to 55.5% (2017: 40.7%) as we continue to
invest to meet forecast increased demand. Overall the Group
reported a net cash outflow of GBP0.2m.
Following a revaluation of land and buildings in December 2016,
a GBP1.7m mortgage was taken out, this was finalised and drawn down
on 18 May 2017. This mortgage was used to repay two current term
loans and it also gave GBP0.3m available cash, which was used to
fund the installation of the machinery purchased from the
liquidators of ICM Ltd. This new mortgage has been taken out over
ten years and gives rise to savings of GBP0.2m in repayments per
annum, providing additional cashflow flexibility.
Results
Group revenue improved for the year to GBP23.4m (2017:
GBP21.4m). Margins improved slightly to 34.6% (2017: 34.1%).
Underlying earnings before interest, tax, depreciation and
amortisation for the group remained strong at GBP2.1m (2017:
GBP1.9m) (see note 2 for the definition of underlying profit
measures). Administrative expenses in the Group increased to
GBP7.0m (2017: GBP5.6m) in line with the increase in Group
activity. This resulted in an underlying operating profit of
GBP0.9m (2017: GBP1.1m), and loss before tax of GBP0.5m (2017:
GBP0.5m profit)
Separately disclosed underlying items totalling GBP1.1m (2017:
GBP0.4m) which includes GBP0.2m relating to losses when customers
went into administration, GBP0.2m costs for the repair and setup of
the automotive machines purchased from ICM and GBP0.2m from the
write off of slow moving and obsolete stocks. Earnings per share
were (0.45) pence (2017: 0.55 pence), underlying earnings per share
were 0.84 pence (2017: 1.04 pence).
Based on the results of the Group for the year ended 30 April
2018, the directors have assessed compliance with covenants on the
invoice discounting facility and mortgage. Although these financial
covenants have been passed in respect of the invoice discounting
facility, calculations show that they have been breached with
respect to EBIT and Adjusted Cash Flow covenants on the mortgage
with an outstanding balance of GBP1,604,000. As the bank have not
formally reviewed these covenants to date, no formal waiver has
been received. However, based on ongoing discussions, the bank has
expressed their willingness to support the Group and the directors
are confident that the mortgage will not be recalled for early
settlement. Due to the technical breach of covenant, the mortgage
has been disclosed as due in less than one year. However, it should
be noted that the underlying term of the mortgage are that it is
repayable by 2027 by monthly instalment.
Dividends
The Board remains committed to its long-term progressive
dividend policy, which takes account of the underlying growth,
whilst acknowledging the requirement for continuing investment and
short-term fluctuations in profit.
Despite the disappointing results, the Board has considered the
improved financial performance for the year ending 30 April 2019.
As a result, the Board has decided to pay a total dividend of 0.25
pence per share in respect of the financial year ended 30 April
2018. Having not paid an interim dividend, the final payment of
0.25 pence per share will have an ex-dividend date of 8 November
2018 and a record date of 9 November 2018. This final dividend will
be paid on 20 December 2018.
Board Changes
In August 2017 Michael (Mick) Wood was appointed Chief Operating
Officer for the Group with an initial remit of improving Coral
Products (Mouldings) Ltd profitability. In January 2018 Mick Wood
accepted the role of Chief Executive Officer for the Group. At the
same time Joe Grimmond stepped down as Executive Chairman and
became Non-Executive Chairman.
Strategy
Our Board continuously reviews business performance alongside
market conditions to make sure that we take the correct strategic
decisions for each of our businesses. The Board recognises fully
that it has been tasked with delivering enhanced shareholder value
in accordance with the strategy that was outlined in 2015. The
challenges facing the board relate to managing the continued growth
of the Group whilst preserving the strengths of the business.
Acquisition
In October 2017 Tatra-Rotalac Ltd successfully acquired the
assets of the Tambour shutter systems of the PAL Group (Operations)
Limited for consideration of GBP200k. The purchase included
tooling, outstanding orders, customer lists and technical
specifications. With annual sales of GBP250k it enabled the
company's current range to increase covering more of the market
sectors. The entire fair value of consideration has been allocated
to plant and equipment assets acquired. No goodwill or other
intangible assets have been recognised, the Board have concluded,
by considering forecasted cashflows, that the acquired customer
list has negligible value.
People
We are reliant on the expertise, professionalism and commitment
of our people and thank them for their contribution to the business
during a challenging year.
Outlook
The Group continues with its strategic progress of increasing
focus on value-added and innovative products, particularly in the
food container, recycling, telecommunications, rail industry, home
delivery totes and blow moulding areas. Our focus is to build a
significant plastic moulding business with a bias towards using
recycled materials as per our 360-degree recycling plan. We remain
confident in our ability to do so via both improved internal
performances of individual subsidiaries supported by strategic
acquisitions in the short to medium term. The current year will
benefit from the Haydock cost reductions, investments in plant and
machinery last year and new business. We look forward with
confidence to further progress in the coming year.
Joe Grimmond
Chairman
27 September 2018
Group Income Statement
for the year ended 30 April 2018
2018 2017
GBP'000 GBP'000
-------------------------------------- ---------- ----------
Revenue 23,405 21,432
Cost of sales (15,302) (14,114)
---------- ----------
Gross profit 8,103 7,318
Operating costs
Distribution expenses (1,256) (1,000)
----------------------------------------- ---------- ----------
Administrative expenses before
separately disclosed items (5,968) (5,225)
Separately disclosed items (1,065) (400)
Administrative expenses (7,033) (5,625)
Operating (loss)/profit (186) 693
Finance costs (311) (228)
---------- ----------
(Loss)/Profit for the financial
year before taxation (497) 465
Taxation 127 (7)
---------- ----------
(Loss)/Profit for the financial year
attributable to the equity holders (370) 458
---------- ----------
Earnings per share
Basic and diluted earnings per
ordinary share (0.45)p 0.55p
Group Statement of Comprehensive Income
for the year ended 30 April 2018
2018 2017
GBP'000 GBP'000
-------------------------------------------------- --------- ---------
(Loss)/profit for the financial
year (370) 458
Items that will not be reclassified to profit or
loss
Revaluation of land and building - 506
Total other comprehensive income - 506
--------- ---------
Total comprehensive (loss)/income for the year
attributable to equity holders of the parent (370) 964
--------- ---------
Balance Sheet
as at 30 April 2018
As at As at
30 April 30 April
2018 2017
GBP'000 GBP'000
---------------------------------- ---------- ----------
ASSETS
Non-current assets
Goodwill 5,495 5,495
Other intangible assets 1,690 2,038
Property, plant and equipment 9,299 8,411
Investments in subsidiaries - -
---------- ----------
Total non-current assets 16,484 15,944
---------- ----------
Current assets
Inventories 2,864 2,883
Trade and other receivables 5,452 5,529
Cash and cash equivalents 471 673
Total current assets 8,787 9,085
---------- ----------
LIABILITIES
Current liabilities
Mortgage 1,604 -
Other borrowings 4,335 3,808
Trade and other payables 3,909 4,487
---------- ----------
Total current liabilities 9,848 8,295
---------- ----------
Net current (liabilities)/assets (1,061) 790
---------- ----------
Non-current liabilities
Borrowings 1,843 2,475
Deferred tax 409 462
---------- ----------
Total non-current liabilities 2,252 2,937
---------- ----------
NET ASSETS 13,171 13,797
---------- ----------
SHAREHOLDERS' EQUITY
Share capital 826 826
Share premium 5,288 5,288
Other reserves 1,567 1,567
Retained earnings 5,490 6,116
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 13,171 13,797
---------- ----------
Statement of Changes in Shareholders' Equity
for the year ended 30 April 2018
Called Share
Up Premium Other Retained Total
Share Reserve reserves Earnings Equity
Capital GBP'000 GBP'000 GBP'000 GBP'000
GBP'000
------------------------------------ --------- --------- ----------- ----------- ----------
Group
At 1 May 2016 826 5,288 1,061 6,513 13,688
Profit for the year - - - 458 458
Other comprehensive income - - 506 - 506
--------- --------- ----------- ----------- ----------
Total comprehensive income - - 506 458 964
--------- --------- ----------- ----------- ----------
Contributions by and distributions
to owners
Debit to equity for equity
settled share based payments - - - (4) (4)
Dividend paid - - - (851) (851)
--------- --------- ----------- ----------- ----------
At 1 May 2017 826 5,288 1,567 6,116 13,797
Loss for the year - - - (370) (370)
Total comprehensive loss - - - (370) (370)
--------- --------- ----------- ----------- ----------
Contributions by and distributions
to owners
Credit to equity for equity
settled share based payments - - - 50 50
Dividend paid - - - (306) (306)
At 30 April 2018 826 5,288 1,567 5,490 13,171
--------- --------- ----------- ----------- ----------
Cash Flow Statement
for the year ended 30 April 2018
Group
2018 2017
GBP'000 GBP'000
---------------------------------------------- --------- ---------
Cash flows from operating activities
(Loss)/Profit for the year (370) 458
Adjustments for:
Depreciation of property, plant and
equipment 1,212 821
Loss on disposal of tangible assets 17 44
Amortisation of intangible assets 348 352
Share based payment charge/(credit) 50 (4)
Release of earn-out provision - 93
Interest payable 311 228
Taxation (credit)/charge (127) 7
--------- ---------
Operating cash flows before movements
in working capital 1,441 1,999
Decrease/(Increase) in inventories 18 (1,040)
Decrease/(Increase) in trade and
other receivables 77 (250)
(Decrease)/Increase in trade and
other payables (549) 452
--------- ---------
Cash generated by operations 987 1,161
UK corporation tax paid 46 (66)
--------- ---------
Net cash generated from operating activities 1,033 1,095
--------- ---------
Cash flows from investing activities
Acquisition of subsidiary, net
of cash acquired - (100)
Acquisition of property, plant
and equipment (907) (919)
Proceeds from disposal of fixed
assets (5) 46
Net cash used in investing activities (912) (973)
--------- ---------
Cash flows from financing activities
New bank loans raised 1,743 -
Dividends paid (306) (851)
New asset finance raised 500 208
Interest paid on borrowings (311) (228)
Repayments of bank borrowings (1,601) (371)
Repayments of obligations under finance
lease (899) (558)
Movements on invoice discounting facility 551 1,441
Net cash used in financing activities (323) (359)
--------- ---------
Net decrease in cash and cash
equivalents (202) (237)
Cash and cash equivalents at 1
May 673 910
--------- ---------
Cash and cash equivalents at 30
April 471 673
--------- ---------
Cash 471 673
Cash and cash equivalents at 30
April 471 673
--------- ---------
Notes
for the year ended 30 April 2018
1. Basis of preparation
The financial information set out above does not constitute the
Group's statutory accounts for the years ended 30 April 2018 or
2017 within the meaning of Section 435 of the Companies Act 2006,
but is derived from those accounts. Statutory accounts for 2017
have been delivered to the Registrar of Companies and those for
2018 will be delivered following the company's Annual General
Meeting. The auditors' report on the statutory accounts for the
year ended 30 April 2018 was unqualified and does not contain
statements under s498 (2) or (3) Companies Act 2006.
This financial information has been prepared in accordance with
International Financial Reporting Standards ("IFRSs") and
International Financial Reporting Interpretations Committee (IFRIC)
interpretations as adopted by the European Union and with those
parts of the Companies Act 2006 applicable to companies reporting
under IFRS.
2. Underlying operating profit and separately disclosed
items
Underlying profit - the Company believes that underlying profit
and underlying earnings provide additional useful information for
shareholders. The term underlying earnings is not a defined term
under IFRS and may not therefore be comparable with similarly
titled profit measurements reported by other companies.
2018 2017
GBP'000 GBP'000
Underlying EBITDA 2,091 1,914
Depreciation (1,212) (821)
Underlying operating profit 879 1,093
Separately disclosed items in administrative
expenses:
Share based payment credit/(charge) (50) 4
Intangible amortisation (348) (352)
Costs of acquisition (17) -
Loss of office costs of former directors - (189)
Release provision for earn-out agreement - 93
Reorganisation costs (481) -
Bad Debts (186) -
Profit on disposal of tangible fixed
assets 17 44
Operating profit (186) 693
--------------------------- ---------------------
3. Earnings per share
Basic and underlying earnings per share
The basic earnings per share is calculated by dividing the
earnings attributable to ordinary shareholders for the financial
period by the weighted average number of shares in issue during the
financial period of 82,614,865 (2017: 82,614,865).
Underlying earnings per share is also shown calculated by
reference to earnings before separately disclosed items. The
directors consider that this gives a useful indication of
underlying performance.
2018 2017
GBP'000 EPS (p) GBP'000 EPS (p)
Profit for the financial
period (370) (0.45) 458 0.55
Separately disclosed
items 1,065 400
------------------ ------------------- ----------------- -----------------
Underlying profit for
the period 695 0.84 858 1.04
------------------ ------------------- ----------------- -----------------
The share options issued in the previous year are non-dilutive
(2017: non-dilutive)
4. Dividends
A final dividend for the year ended 30 April 2017 of 0.37p per
share was paid on 31 October 2017 to shareholders on the register
on 21 September 2017. This dividend amounted to GBP305,674.
Despite the disappointing second half and the investment in new
plant, the Board has given consideration to the outlook for the
current year. As a result, the Board has decided to pay a total
dividend of 0.25 pence per share in respect of the financial year
ended 30 April 2018.
Having not paid an interim dividend, the final payment of 0.25
pence per share will have an ex-dividend date of 8 November 2018
and a record date of 9 November 2018. This final dividend will be
paid on 20 December 2018.
5. Group reconciliation of net cash flow to movement in net
debt
2018 2017
GBP'000 GBP'000
Net (decrease)/increase in cash and cash equivalents (753) (1,678)
Decrease/(increase) in bank loans and other
loans (142) 371
Increase in asset finance (806) (1,029)
-------- --------
Movement in net debt in the period (1,701) (2,336)
Net debt at start of the period (5,610) (3,274)
-------- --------
Net debt at end of the period (7,311) (5,610)
-------- --------
6. Post Balance Sheet Event
None.
7. Publication of Annual Report
A copy of the 2018 Report & Accounts will be sent to all
shareholders on 5 October 2018. Further copies will be available to
the public at the company's registered address at North Florida
Road, Haydock Industrial Estate, Haydock, Merseyside WA11 9TP and
on the Company's website at www.coralproducts.com.
Notice of the Annual General Meeting
Notice is hereby given that the Annual General Meeting of Coral
Products plc (the Company) will be held in Leverhulme Room One at
Haydock Race Track, Newton-le-Willows, Merseyside, WA12 0HQ, on
Tuesday 23 October 2018, at 12.00 noon for the purpose of
considering and, if thought fit, passing of the following
resolutions, of which Resolutions 1 to 7 will be proposed as
Ordinary Resolutions, to be passed with more than half of the votes
in favour of the resolution and Resolutions 8 and 9 will be
proposed as Special Resolutions, to be passed with at least
three-quarters of the votes in favour of the Resolution.
Ordinary business
Ordinary resolutions
1. To receive and adopt the audited accounts for the year ended
30 April 2018, together with the Reports of the Directors and
Auditors.
2. To re-elect Joe Grimmond, who retires by rotation as a Director of the Company.
3. To re-elect David Low, who retires by rotation as a Director of the Company.
4. To re-appoint BDO LLP as auditors of the Company to hold
office until the conclusion of the next Annual General Meeting of
the Company and that the Directors be authorised to fix their
remuneration.
5. To declare a final dividend of 0.25p per ordinary share in
respect of the year ended 30 April 2018, such dividend to be paid
on 20 December 2018 to the holders of ordinary shares on the
register at the close of business on 8 November 2018.
6. To approve the Board Report on Directors' Remuneration for the year ended 30 April 2018.
7. That the Directors be generally and unconditionally
authorised pursuant to and in accordance with section 551 of the
Companies Act 2006 (the "2006 Act") to exercise all the powers of
the Company to allot shares in the Company or grant rights to
subscribe for or to convert any security into shares in the Company
("Rights") up to an aggregate nominal amount of GBP550,765,
provided that this authority shall, unless renewed, varied or
revoked by the Company, expire at the end of the Company's annual
general meeting in 2019, save that the Company may, before such
expiry, make an offer or agreement which would or might require
shares to be allotted or Rights to be granted and the directors may
allot shares or grant Rights in pursuance of such offer or
agreement notwithstanding that the authority conferred by this
resolution has expired. This authority is (i) subject to such
exclusions or other arrangements as the directors may deem
necessary or expedient in relation to fractional entitlements,
record dates, legal or practical problems in or under the laws of
any territory or the requirements of any regulatory body or stock
exchange and (ii) in substitution for all previous authorities
conferred on the directors in accordance with section 551 of the
2006 Act but without prejudice to any allotment of shares or grant
of Rights already made or offered or agreed to be made pursuant to
such authorities.
Special resolutions
8. That, subject to and conditional upon the passing of
resolution 7 set out in this notice, the directors be generally
empowered to allot equity securities (as defined in section 560 of
2006 Act) pursuant to the authority conferred by resolution 8 as if
section 561(1) of the 2006 Act did not apply to any such allotment,
provided that this power shall:
8.1 be limited to:
8.1.1 the allotment of equity securities in connection with an offer of equity securities:
(a) to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
(b) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary;
8.1.2 the allotment of equity securities (otherwise than pursuant to paragraph 8.1.1 above) up to an aggregate nominal amount of GBP550,765;
8.2 be subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
8.3 expire at the end of the Company's annual general meeting in 2019 (unless renewed, varied or revoked by the Company prior to or on that date), save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.
Notice of the Annual General Meeting
continued
Special business
Special resolution
9. That the Company be generally and unconditionally authorised
for the purposes of Section 701 of the 2006 Act to make market
purchases (within the meaning of Section 693(4) of the 2006 Act) of
ordinary shares of 1 pence each in the Company in such manner and
upon such terms as the Directors may from time to time determine,
provided that:
(a) the maximum number of ordinary shares which may be purchased is 12,392,230;
(b) the minimum price which may be paid for an ordinary share is 1 pence (being the nominal value of the ordinary share) exclusive of expenses;
(c) the maximum price which may be paid for an ordinary share exclusive of expenses is equal to the higher of (i) 105 per cent of the average of the middle market quotations for an ordinary share derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made and (ii) the higher of (a) the price of the last independent trade and (b) the highest current independent bid (in each case, in relation to (a) and (b), for any number of the Company's ordinary shares on the trading venue where the purchase is carried out); and
(d) the authority to purchase hereby conferred shall expire at the end of the next annual general meeting in 2019, save that the Company may make a contract to purchase ordinary shares under this authority before the expiry of the authority which will or may be completed wholly or partly thereafter and a purchase of shares may be made in pursuance of any such contract.
By order of the Board
Sharon Gramauskas
Company Secretary
27 September 2018
Registered Office
North Florida Road
Haydock Industrial Estate
Haydock
Merseyside
WA11 9TP
Notice of the Annual General Meeting
continued
Notes
1. A member entitled to attend and vote at the Annual General
Meeting may appoint another person(s) (who need not be a member of
the Company) to exercise all or any of his rights to attend, speak
and vote at the Annual General Meeting. A member can appoint more
than one proxy in relation to the Annual General Meeting, provided
that each proxy is appointed to exercise the rights attaching to
different shares held by him.
2. A proxy does not need to be a member of the Company but must
attend the Annual General Meeting to represent you. Your proxy
could be the Chairman, another director of the Company or another
person who has agreed to attend to represent you. Your proxy will
vote as you instruct and must attend the Annual General Meeting for
your vote to be counted. Appointing a proxy does not preclude you
from attending the Annual General Meeting and voting in person.
3. A Proxy Form which may be used to make this appointment and
give proxy instructions accompanies this Notice of Annual General
Meeting. Details of how to appoint a proxy are set out in the notes
to the Proxy Form. If you do not have a Proxy Form and believe that
you should have one, or if you require additional forms, please
contact the Company.
4. In order to be valid an appointment of proxy must be returned
(together with any authority under which it is executed or a copy
of the authority certified) in hard copy form by post, by courier
or by hand to the office of the Company at North Florida Road,
Haydock Industrial Estate, Haydock, Merseyside WA11 9TP, and must
be received by the Company at least 48 hours prior to the
meeting.
5. To change your proxy instructions, you may return a new proxy
appointment using the methods set out above. Where you have
appointed a proxy using the hard copy Proxy Form and would like to
change the instructions using another hard copy Proxy Form, please
contact the Company. The deadline for receipt of proxy appointments
(see above) also applies in relation to amended instructions. To
terminate your proxy instruction, please send a written notice to
the Company stating your intention to revoke the proxy instruction,
to be received by the Company no later than 48 hours prior to the
meeting. Any attempt to terminate or amend a proxy appointment
received after the relevant deadline will be disregarded. Where two
or more valid separate appointments of proxy are received in
respect of the same share in respect of the same meeting, the one
which is last sent shall be treated as replacing and revoking the
others.
6. A copy of this Notice of Annual General Meeting may have been
sent for information only to persons who have been nominated by a
member to enjoy information rights under section 146 of the
Companies Act 2006 (a "Nominated Person"). The rights to appoint a
proxy cannot be exercised by a Nominated Person: they can only be
exercised by the member. However, a Nominated Person may have a
right under an agreement between him and the member by whom he was
nominated to be appointed as a proxy for the Annual General Meeting
or to have someone else so appointed. If a Nominated Person does
not have such a right or does not wish to exercise it, he may have
a right under such an agreement to give instructions to the member
as to the exercise of voting rights.
7. To be entitled to attend and vote at the Annual General
Meeting, members must be registered in the register of members of
the Company 48 hours prior to the meeting (or, if the meeting is
adjourned, 48 hours prior to the date of the adjourned meeting).
Changes to entries on the register after this time shall be
disregarded in determining the rights of persons to attend or vote
(and the number of votes they may cast) at the meeting or adjourned
meeting.
8. Voting on all Resolutions will be conducted by way of a poll
rather than a show of hands. This is a more transparent method of
voting as member votes are to be counted according to the number of
shares held. As soon as practicable following the Annual General
Meeting, the results of the voting at the Annual General Meeting
and the numbers of proxy votes cast for and against and the number
of votes actively withheld in respect of each of the Resolutions
will be announced via a regulatory information service.
9. A member of the Company which is a corporation may authorise
a person or persons to act as its representative(s) at the Annual
General Meeting. In accordance with the provisions of the Companies
Act 2006, each such representative may exercise (on behalf of the
corporation) the same powers as the corporation could exercise if
it were an individual member of the Company, provided that they do
not do so in relation to the same shares. It is no longer necessary
to nominate a designated corporate representative.
10. The Company must cause to be answered at the Annual General
Meeting any question relating to the business being dealt with at
the Annual General Meeting which is put by a member attending the
Annual General Meeting, except in certain circumstances, including
if it is undesirable in the interests of the Company or the good
order of the meeting that the question be answered or if to do so
would involve the disclosure of confidential information.
11. As at 26 September 2018 (being the last Business Day prior
to the publication of this Notice of Annual General Meeting), the
Company's issued share capital consists of 82,614,865 ordinary
shares of 1p each with voting rights. Therefore, the number of
total voting rights in the Company is 82,614,865.
12. The contents of this Notice of Annual General Meeting and
details of the total number of shares in respect of which members
are entitled to exercise voting rights at the Annual General
Meeting and, if applicable, any members' statements, members'
resolutions or members' matters of business received by the Company
after the date of this Notice of Annual General Meeting will be
available on the Company's corporate website:
www.coralproducts.com.
13. You may not use any electronic address provided in this
Notice of Annual General Meeting to communicate with the Company
for any purposes other than those expressly stated.
Financial Calendar
Annual General Meeting 23 October 2018
Payment of Final Dividend 20 December 2018
Provisional - Interim results January 2019
Shareholder Information
Coral Products shareholders register is maintained by Share
Registrars Limited who are responsible for updating the register,
including details of shareholders' addresses. If you have a query
about your shareholding in Coral Products, you should contact Share
Registrars by telephone on 01252 821390, by email to
enquiries@shareregistrars.uk.com or in writing to Share Registrars
Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9
7DR.
The Coral Products website at www.coralproducts.com provides
news and details of the Group's activities plus information for
Shareholders. The investor section of the website contains real
time and historical share price data as well as the results and
announcements
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR FMGZLDNKGRZM
(END) Dow Jones Newswires
September 27, 2018 10:41 ET (14:41 GMT)
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