|
|
|
OTHER INFORMATION |
|
| |
|
| Principal Activities
The Group trades principally as a UK-based General Merchandise retailer and Entertainment wholesaler and publisher. |
|
| |
|
Review of Activities
A detailed review of the Group’s activities and of future plans is contained within the Chief Executive’s Report on pages 10 to 15. |
|
| |
|
Results and Dividends
The profit from continuing operations of the Group before taxation amounted to £11.7 million (2007: profit of £16.0 million) and the profit after taxation amounted to £7.5 million (2007: profit of £13.6 million).
During the year the Company paid the prior year final dividend of 1.34 pence per share. The interim dividend for the current year of 0.43 pence per ordinary share was paid on 12 December 2007, making a total paid for the year of 1.77 pence per ordinary share. This has absorbed £25.7 million of shareholders’ funds. The Directors are proposing a final dividend for the current year of 0.17 pence per share. This will be paid on 25 June 2008, to shareholders on the register at close of business on 11 April 2008 subject to shareholder approval. Hence, it is not recognised in these financial statements. The Company provides a Dividend Reinvestment Plan enabling shareholders to apply their cash dividends to purchase additional ordinary shares in the market at competitive dealing rates. Full details can be obtained from the Registrar. If you have previously completed a mandate form to join the Plan you need take no further action. |
|
| |
|
Directors
The Directors of the Company are shown on pages 22 and 23. The following have been Directors of the Company during the financial year ended 2 February 2008: Andrew Beeson, Trevor Bish-Jones, Gerald Corbett, Stephen East, Fru Hazlitt, Roger Jones, Steve Lewis, Richard North, Tony Page, David Simons CBE and Lloyd Wigglesworth. |
|
| |
|
Directors’ Interests
The Directors’ interests in shares of the Company are shown within the Remuneration Report on pages 31 to 39. No Director has any other interest in any shares or loan stock of any Group company. No Director was or is materially interested in any contract other than his/her service contract, subsisting during or existing at the end of the financial year which was significant in relation to the Group’s business. As at the date of this report, indemnities are in force under which the Company has agreed to indemnify the Directors, to the extent permitted by law and the Company’s Articles of Association, in respect of all losses arising out of, or in connection with, the execution of their powers, duties and responsibilities, as Directors of the Company or any of its subsidiaries. |
|
| |
|
Re-election of Directors
The Articles of Association require one-third of the Directors who are subject to retirement by rotation to retire and submit themselves for re-election each year. Stephen East, Fru Hazlitt and David Simons will retire by rotation at the Annual General Meeting and being eligible offer themselves for re-election. The Articles of Association also require any Directors appointed by the Board to retire at the next Annual General Meeting. Any such Director may, if willing to act, be re-elected. Accordingly, Peter Bamford holds office until the Annual General Meeting and, being eligible offers himself for re-election. Details of Directors submitting themselves for re-election are shown on pages 22 and 23. |
|
| |
|
Directors’ Remuneration
The Remuneration Committee, on behalf of the Board, has adopted a policy that aims to attract and retain the Directors needed to run the Group successfully. The Directors’ Remuneration Report is shown on pages 31 to 39. |
|
| |
|
Annual General Meeting
Details of the Company’s forthcoming Annual General Meeting are set out in a separate circular that has been sent to all shareholders with the Annual Report and Accounts. |
|
| |
|
Employee Involvement
The Board seeks to instill high standards of customer care and service in each subsidiary company and the commitment of every employee to this business requirement is considered to be critical. Accordingly, the Corporate Centre has established a communication framework for employees concerning Group-wide business performance, community involvement, company benefits, people and innovation. Each subsidiary company has, in addition, its own communication strategies concerning their brands, company performance and people issues.
Training and links with the educational sector reinforce the Group’s commitment to employee involvement and development. The Woolworths Group Leadership Programme (WGLP) is the development framework for managers at all levels of seniority who have the potential to be our future leaders. A brochure describing the programme and a micro site specifically for graduates have been produced. Employees are represented on the Trustee Board of the Group’s pension schemes. Over 4,000 colleagues in the Group participate in the Woolworths Group ShareSave Scheme. |
|
| |
|
Equal Opportunities
The Group is committed to the principle of equal opportunity in employment and to ensuring that no applicant or employee receives less favourable treatment on the grounds of gender, marital status, race, colour, nationality, ethnic or national origin, religion, HIV status, disability, sexuality, or unrelated criminal convictions and without arbitrary restrictions in respect of age, or is disadvantaged by conditions or requirements which cannot be shown to be justified.
The Group applies employment policies which are fair and equitable and which ensure entry into and progression within the Group. Appointments are determined solely by application of job criteria, personal ability and competency. The Group gives full and fair consideration to the possibility of employing disabled persons wherever suitable opportunities exist. |
|
| |
|
Supplier Payment Policy
The Group’s policy, in relation to all of its suppliers, is to negotiate its terms of payment when agreeing the terms of the transactions, to ensure that those suppliers are made aware of the terms of payment and to abide by those terms provided that it is satisfied that the supplier has provided the goods or services in accordance with the agreed terms and conditions. The Group does not follow any universal code or standard on payment practice but subsidiary companies are expected to establish payment terms consistent with local procedures, custom and practice. Woolworths Group plc, the parent company, has no trade creditors. It is therefore not appropriate to provide creditor day statistics for the Company. However the number of days purchases outstanding for payment by the Group at the year-end was 65 (2007: 45). |
|
| |
|
Political Contributions
During the year the Company made no political contributions (2007: £nil). |
|
| |
|
Charitable Donations
During the year the Group has contributed £233,000 (2007: £119,000) to communities in the UK. |
|
| |
|
Major Shareholders
As at 2 April 2008, the Company had been notified of the following interests in 3 per cent or more of the Company’s shares. |
|
| |
| |
Number of
ordinary shares |
Voting interest |
 |
Unity Investments ehf
Resolution Asset Management Limited
Barclays plc
AXA S.A.
Legal and General Group plc
Newton Investment Management Limited
ABN AMRO Bank NV |
146,000,000
98,870,257
87,789,751
63,732,471
60,546,301
53,303,595
48,966,000 |
10.01%
6.78%
6.02%
4.37%
4.14%
3.65%
3.36% |
|
|
| |
|
Authority to Purchase Own Shares
At the Annual General Meeting of the Company held on 6 June 2007, the Company was given authority to purchase up to £18,237,368.01 nominal value of its ordinary shares in the market. This authority, which has not been used, expires at the conclusion of the Annual General Meeting to be held in 2008 and a resolution will be put to that meeting to provide a similar authority for a further year. |
|
| |
|
Significant agreements – change of control
EUK is a party to significant customer agreements which contain certain termination and other rights for the counterparties upon a change of control of EUK or alternatively the Group, if a competitor of such counterparty assumes control.
Under a £350 million multicurrency revolving facility agreement dated 30 January 2008 between, amongst others, the Company, GMAC Commercial Finance Plc as agent (the Agent) and GMAC Commercial Finance Plc and Burdale Financial Limited as joint arrangers (the “Senior Facility Agreement”), on a change of control of the Company, if the majority lenders so require, the Agent may and shall, by notice to the Company, (i) declare that an event of default has occurred; and/or (ii) cancel the facilities; and/or (iii) declare all or part of the utilisations, together with accrued interest and all other amounts accrued or outstanding under the finance documents immediately due and payable; (iv) declare that all or part of the utilisations be payable on demand; and (v) declare that the Company immediately pay or procure the payment of cash cover in respect of the outstanding purchase prices and the letters of credit (all such amounts being immediately due and payable).
Under a £35 million sterling second lien term loan facility agreement dated 30 January 2008 between, amongst others, the Company, Woolworths Jersey Finance Limited, The ADM Maculus Fund III L.P. as facility agent (the “Facility Agent”) and DK Acquisition Partners L.P. as mandated lead arrangers (the “Second Lien Facility Agreement”), on a change of control of the Company, if the majority lenders so require, the Facility Agent may and shall, by notice to the Company, (i) declare that an event of default has occurred; and/or (ii) cancel the facility; and/or (iii) declare all or part of the loan, together with accrued interest and all other amounts accrued under the finance documents immediately due and payable; (iv) declare that all or part of the loan be payable on demand.
Under the terms of both facility agreements, a change of control occurs if any person or group of persons acting in concert gain control of the Company other than as a result of a permitted reorganisation (the criteria for which is set out in the both facility agreements). |
|
| |
|
Compensation for loss of office or employment – takeover bid
Four senior Group employees have employment terms which entitle them to serve notice following a change of control with entitlement to 10 months notice. The aggregate cost to the Group in respect of such compensation right would currently be £736,000. |
|
| |
|
Disclosure of Information to the Auditors
Each of the Directors has confirmed that, so far as he or she is aware, as at 2 April 2008, there is no relevant audit information (that is, information needed by the Company’s auditors in connection with preparing their report) of which the Company’s auditors are unaware and that the Director has taken all the steps that he or she ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. |
|
| |
|
Auditors
PricewaterhouseCoopers LLP have indicated their willingness to accept reappointment as auditors of the Company and a resolution proposing their reappointment is contained in the Notice of Annual General Meeting and will be put to the shareholders at the Annual General Meeting. |
|
| |
|
By Order of the Board
Jonathan Bloom
Company Secretary
2 April 2008 |
|
|
|
|
|
back to top |
|
|