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Coral Products PLC  -  CRU   

Final Results & Notice of AGM

Released 15:41 27-Sep-2018

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

                                                                                                    £                             £

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 £23.4m (£21.1m in 2017) representing 100% of total revenues (2017: 98%).

 

·      The fall in underlying operating profits to £0.9m (£1.1m 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 £0.2m 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 £2.1m.

 

·      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 £13.2m as at the year-end (2017: £13.8m).

 

·      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 £23.4m (2017: £21.4m), the poor performance of Coral Products Mouldings during the first 8 months of 2017-18 led to a reduced underlying operating profit of £0.9m (2017: £1.1m)".

 

"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

Tony Rawlinson

Liam Murray

 

Tel: 020 7213 0880

 

 

Broker

Daniel Stewart & Co plc

David Lawman

 

 

Tel: 020 7776 6550

 

Capital Markets Consultants

Richard Pearson

Tel: 07515 587 184

 

 

 

 

 

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 £23.4m (2017: £21.4m), the poor performance of Coral Products (Mouldings) has led to a reduced underlying operating profit of £0.9m (2017: £1.1m). (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 £0.5m (2017: £0.5m profit). Across the Group, finance costs have increased to £0.3m (2017: £0.2m) and depreciation to £1.2m (2017: £0.8m) 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 £0.5m 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 £0.2m 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 £1.1m 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 £1.7m 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 £0.2m.

 

Following a revaluation of land and buildings in December 2016, a £1.7m 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 £0.3m 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 £0.2m in repayments per annum, providing additional cashflow flexibility.

 

Results

Group revenue improved for the year to £23.4m (2017: £21.4m). Margins improved slightly to 34.6% (2017: 34.1%). Underlying earnings before interest, tax, depreciation and amortisation for the group remained strong at £2.1m (2017: £1.9m) (see note 2 for the definition of underlying profit measures). Administrative expenses in the Group increased to £7.0m (2017: £5.6m) in line with the increase in Group activity. This resulted in an underlying operating profit of £0.9m (2017: £1.1m), and loss before tax of £0.5m (2017: £0.5m profit)

 

Separately disclosed underlying items totalling £1.1m (2017: £0.4m) which includes £0.2m relating to losses when customers went into administration, £0.2m costs for the repair and setup of the automotive machines purchased from ICM and £0.2m 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 £1,604,000. 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 £200k. The purchase included tooling, outstanding orders, customer lists and technical specifications. With annual sales of £250k 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

£'000

 

2017

£'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

£'000

2017

£'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

30 April

2018

£'000

As at

30 April

2017

£'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 Up

Share

Capital

£'000

Share

Premium

Reserve

£'000

 

Other reserves

£'000

 

Retained

Earnings

£'000

 

Total

Equity

£'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

£'000

2017

£'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

 

 

                   £'000

 

            £'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

 

£'000

EPS (p)

£'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 £305,674.

 

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

 

£'000

 

£'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 £550,765, 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 £550,765;

            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.
 
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