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SSP Group PLC   -  SSPG   

AGM Notice, Special Dividend & Share Consolidation

Released 18:24 22-Jan-2019

RNS Number : 8127N
SSP Group PLC
22 January 2019
 

22 January 2019

LEI: 213800QGNIWTXFMENJ24

 

SSP Group plc

(the "Company")

 

Posting of 2018 Annual Report and Accounts and Publication of a Circular including the Notice of Annual General Meeting and details of the Special Dividend and Share Consolidation

 

On 21 November 2018 the Company published its preliminary results for the year ended 30 September 2018 and announced its intention to return c.£150 million to shareholders by way of a Special Dividend. The Company today announces that the Directors have approved the decision to recommend the Special Dividend, subject to Shareholder approval, and have posted to Shareholders a circular which includes the Notice of Annual General Meeting and further details of the proposed Special Dividend and Share Consolidation (the "Circular"), a Form of Proxy and a copy of its Annual Report and Accounts for the period ending 30 September 2018. 

All definitions used in the Circular have the same meaning when used in this announcement. The summary set out in this announcement should be read in conjunction with the full text of the Circular.

 

Special Dividend

The amount of the Special Dividend is 32.1 pence per Existing Ordinary Share. Subject to Shareholder approval at the Annual General Meeting, the Board is proposing to pay the Special Dividend to Shareholders on the register of members of the Company at 6.00pm (London time) on 12 April 2019.  The Special Dividend is expected to be paid to Shareholders on 26 April 2019.

Share Consolidation

It is proposed that the payment of the Special Dividend be accompanied by a consolidation of the Company's ordinary share capital. In line with market practice, the Share Consolidation is intended to maintain comparability, as far as possible, of the Company's share price before and after the Special Dividend, subject to normal market fluctuations. Under the proposed Share Consolidation, the Existing Ordinary Shares will be sub-divided and consolidated so that Shareholders will receive 20 New Ordinary Shares for every 21 Existing Ordinary Shares held at 6.00 p.m. on 12 April 2019. The nominal value of each New Ordinary Share will be 1 17/200 pence.  Unless a Shareholder elects otherwise, fractions of New Ordinary Shares arising from the Share Consolidation will be aggregated and sold in the market, with the proceeds being distributed to the SSP Foundation (a charitable organisation set up by SSP Group plc, with registered charity no. 1163717).

The ratio used for the Share Consolidation has been set by reference to the closing middle-market price of 689.4 pence per Existing Ordinary Share and the number of Existing Ordinary Shares in issue on 21 January 2019 (being the latest practicable date prior to the publication of the Circular).

Shareholders will own the same proportion of the Company as they did before the Share Consolidation so far as possible. Although the New Ordinary Shares will have a different nominal value, they will carry the same rights as currently attach to Existing Ordinary Shares under the Articles of Association.

The Special Dividend and Share Consolidation are conditional on Shareholder approval, which will be sought at the Annual General Meeting on 21 February 2019, and on Admission of the New Ordinary Shares to the Official List and to trading on the Main Market.

Applications will be made for (i) the Official List to be amended to reflect the New Ordinary Shares arising from the Share Consolidation, and (ii) the New Ordinary Shares to be admitted to trading on the Main Market. Trading on the London Stock Exchange for the Existing Ordinary Shares (under ISIN GB00BFWK4V16) is expected to close at 4.30 p.m. on 12 April 2019, and it is expected that Admission of the New Ordinary Shares will become effective and trading in the New Ordinary Shares (under new ISIN GB00BGBN7C04) will commence at 8.00 a.m. on 15 April 2019. 

Expected Timetable

Latest time and date for receipt of Forms of Proxy and CREST proxy instructions for the Annual General Meeting

 

11.00 a.m. on 19 February 2019

Annual General Meeting

 

11.00 a.m. on 21 February 2019

Ex-dividend date for the Final Dividend

 

28 February 2019

Record date for Final Dividend

 

6.00 p.m. on 1 March 2019

Payment date for Final Dividend

 

29 March 2019

Latest time of dealings in Existing Ordinary Shares

 

4.30 p.m. on 12 April 2019

 

Record Time for Special Dividend and Share Consolidation

 

6.00 p.m. on 12 April 2019

Cancellation of Existing Ordinary Shares

6.00 p.m. on 12 April 2019

 

Effective time and date of the Share Consolidation

 

8.00 a.m. on 15 April 2019

 

Admission of New Ordinary Shares to the Official List and to trading on the Main Market and commencement of dealings in New Ordinary Shares

 

8.00 a.m. on 15 April 2019

CREST accounts credited with New Ordinary Shares

 

By or as soon as practicable after 8.00 a.m. on 15 April 2019

 

Dispatch (where applicable) of share certificates in respect of New Ordinary Shares

 

25 April 2019

 

 

Payment date for Special Dividend

26 April 2019

 

Notes

 

1.   All time references in this announcement are to London, UK time.

 

2.   These dates are given on the basis of the Board's current expectations and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service and will be available on the Company's website at www.foodtravelexperts.com.

 

3.   All events in the above timetable scheduled to take place after the Annual General Meeting in respect of the Final Dividend, the Special Dividend and the Share Consolidation respectively are conditional on the approval by Shareholders of the Final Dividend, the Special Dividend and the Share Consolidation respectively as proposed.  All events in the timetable from Admission of the New Ordinary Shares are also conditional upon Admission occurring.

 

Copies of the 2018 Annual Report and Accounts, the Circular and Form of Proxy have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Morningstar.co.uk/uk/nsm. Copies of the 2018 Annual Report and Accounts and the Circular are also available on the Company's website at www.foodtravelexperts.com.

Annual General Meeting

The Company's Annual General Meeting will be held at 11.00am on 21 February 2019 at the offices of Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL.

Regulated Information

The information set out in the Appendix, which is extracted from the 2018 Annual Report and Accounts, is included for the purposes of complying with DTR 6.3.5 and its requirements on how to make public annual financial reports.  The information in the Appendix should be read in conjunction with the Company's preliminary results for the year ended 30 September 2018 released on 21 November 2018 which can be viewed at www.foodtravelexperts.com. Together, these constitute the material required by DTR 6.3.5 to be communicated in unedited full text through a Regulatory Information Service.

 

For further information contact:

 

SSP Group plc

 

Helen Byrne

Company Secretary & General Counsel

0207 543 3300

 

Investor and analyst enquiries

Sarah John

Director of Investor Relations

+44 (0) 203 714 5251

E-mail: sarah.john@ssp-intl.com

Appendix

This material should also be read in conjunction with, and is not a substitute for reading, the full 2018 Annual Report and Accounts.

 

Note and page references in the text of this Appendix refer to note numbers and page numbers in the 2018 Annual Report and Accounts that can be viewed on the Company's website.

 

1.   Directors' Responsibility statement

 

The following responsibility statement is repeated here to comply with DTR 6.3.5.  This statement relates to, and is extracted from, page 60 of the 2018 Annual Report and Accounts. Responsibility is for the full 2018 Annual Report and Accounts, not the extracted information presented in this announcement and the full year results announcement.

 

The Directors are responsible for preparing the annual report and the Group and parent company financial statements in accordance with applicable law and regulations. 

 

Company law requires the Directors to prepare Group and parent company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU) and applicable law, and have elected to prepare the parent company financial statements on the same basis.

 

Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent company, and of their profit or loss for that period. In preparing each of the Group and parent company financial statements, the Directors are required to:

 

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable, relevant and reliable;

• state whether they have been prepared in accordance with IFRSs as adopted by the EU;

• assess the Group and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

• use the going concern basis of accounting unless they either intend to liquidate the Group or the parent company, or to cease operations, or have no realistic alternative but to do so.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company, and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group, and to prevent and detect fraud and other irregularities.

       

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic report, Directors' report, Directors' remuneration report and Corporate Governance statement that complies with that law and those regulations.

 

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website.  Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. 

 

 

 

 

 

 

Responsibility statement of the Directors in respect of the annual financial report

 

We confirm that to the best of our knowledge:

 

• the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

• the Strategic report/Directors' report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

 

We consider the Annual Report and Accounts, taken as a whole, to be fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.

 

 

 

 

Kate Swann

Chief Executive Officer

20 November 2018

 

 

 

 

 

Jonathan Davies

Chief Financial Officer

20 November 2018

 

2.       Principal Risks

The description below of the principal risks and uncertainties that the Company faces is extracted from pages 19 to 22 of the 2018 Annual Report and Accounts.

 

The following table summarises the principal risks and uncertainties to which the Group is exposed, and the actions taken to mitigate those risks and uncertainties. Risks are identified as principal based on the likelihood of occurrence and the potential impact on the Group and are listed in order of priority. 

 

Strategic Priorities: 1: Optimising our offer to benefit from the positive trends in our markets;  2: Growing profitable new space; 3: Optimising gross margins and leveraging scale benefits; 4: Running an efficient and effective business; and 5: Optimising investment using best practice and shared resource.

 

The principal risks discussed in the table below are listed in order of priority. No new principal risks have been identified since last year.

 

↑    Risk increasing                                         Risk decreasing                           No risk movement

 

Risk/Risk Priority

Risk Description

Mitigating Factors

1

Business environment

 

 

 

 

 

 

 

 

 

 

Strategic priorities

1,2

 

The Group operates in the travel environment income, weather, changing demographics and travel patterns could all impact both passenger numbers and consumer spending. There is a risk that the Group is unable, or poorly placed, to respond to these external events.

 

The travel environment is vulnerable to acts of terrorism or war, an outbreak of pandemic disease, or a major and extreme weather event or natural disaster which could reduce the number of passengers in travel locations. 

 

Increased protectionist trade policy and tariffs in the US could result in US cost inflation. Business uncertainty in the US could have an impact on international travel and the wider economic environment.

 

The Group monitors the performance of individual business units and markets regularly. The Executive Directors review detailed weekly and monthly information covering a range of KPIs, and monitors progress on key strategic projects with local senior management. Specific short and medium term actions are taken to address any trading performance issues which are monitored on an on-going basis.

 

The Group also conducts extensive research to understand current levels of customer satisfaction and gathers feedback on changing requirements.

 

The Group has business continuity plans in place including liaison with authorities and clients in key locations to ensure that contingency plans are comprehensive and complete.

2

Retention of existing client relationships

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic priorities

1,2

 

The Group's operations are dependent on the terms of airport and railway station concession agreements. Growth is dependent on the Group's ability to retain existing concession contracts and win new contracts from either new or existing clients.

 

The Group's clients may turn to alternative operators, cease operations, terminate contracts with the Group or increase cost pressure on the Group.

 

The Group's local management structures in all its major geographies allow it to maintain strong relationships with its clients and to monitor performance in close partnership with its clients' management teams.

 

The Group has an established contact strategy with key clients to establish and/or maintain on-going relationships. These are discussed between Group and local management on a regular basis.

 

The Group conducts regular online and interview-based client surveys to ensure any concerns are being addressed.

 

Furthermore, the Group proactively seeks to invest in, extend and enhance its offers in key locations, working in conjunction with clients.

3

Brexit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic priorities

1,3

 

Brexit may have an adverse impact on the wider economic environment in the UK and across the EU, resulting in weaker consumer spending in the travel food and beverage markets. It would also impact the travel sector directly if any restrictions in the freedom of industrial air travel between the UK and EU countries come into force. 

 

The potential depreciation of the pound could lead to cost inflation pressures, particularly in the food commodity markets.

 

Potential restrictions on mobility of EU nationals post-Brexit may limit the availability of labour resource in the UK

The Group carefully monitors the on-going negotiations of the UK's exit from the EU, which are discussed between Group and local management on a regular basis.

 

The Group maintains a global portfolio and regularly monitors the impact of foreign exchange fluctuations on its cash flows, mitigating the impact from foreign exchange risk.

 

The Group's pricing and range initiatives are driven by continuous monitoring of consumer spending benchmarks.

 

Various gross margin initiatives, including recipe re-engineering and procurement rationalisation continue to be pursued, in order to mitigate the impact of cost inflation.

 

The Group continues to develop its UK recruitment strategy to

ensure SSP is positioned as an attractive employer in the UK.

4

Labour laws and unions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic priorities

4

 

Approximately half of the Group's employees are subject to collective bargaining agreements. These are principally in France, Germany, Spain, Denmark, Finland, Norway, Sweden and the United States.

 

The Group is also subject to minimum wage requirements and mandatory healthcare subsidisation in some of the jurisdictions in which it operates, notably North America, the United Kingdom and China.

The Group works proactively with all of its unions to ensure that the various collective bargaining agreements are appropriate for the Group and therefore minimise commercial risks.

 

The Group is continually reviewing the impact of changes in remuneration structures in developing mitigating strategies across the Group. The reviews include the on-going impact of the National Living Wage and the Apprenticeship Levy in the United Kingdom, and the impact of healthcare legislation in the United States.

 

Various labour productivity initiatives continue to be pursued by the Group, in order to mitigate the impact of cost inflation.

5

Implementation of efficiency programmes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic priorities

3, 4, 5

 

The Group is continuously seeking new programmes to improve efficiency. There is a risk that these programmes may not be feasible to implement in certain jurisdictions, and furthermore, they could fail to deliver the desired benefits, e.g. labour efficiency and minimising waste and loss.

 

The Group has completed a detailed evaluation, planning and partial implementation of its major change programmes, and adapts and responds to feedback on an on-going basis.

 

To aid these programmes, the Group continues to utilise specialist expertise in the business where required, both at a Group and at a country level.

 

The Group provides central support through its regional CEOs and CFOs, to facilitate appropriate country actions based on key performance indicators linked to margin management.

 

Group IT also provides support for project management and implementation, using agreed standard business processes and controls.

 

6

Changing client behaviours

 

 

 

 

 

 

 

 

 

 

Strategic priorities

1,2

 

Changing client requirements, such as splitting tenders across two or more providers, partnering with operators in joint ventures, developing third party purchasing models and favouring local brand operators or partnering directly with brand owners, may adversely affect the Group's business.

 

The Group has in place a clear 'SSP Value Proposition' that it presents to the client to address this risk.

 

The Group Director of Strategic Partnerships and the Group Chief Commercial Officer work closely with country management teams to enhance and clarify the Group's proposition to its clients.

 

The Group's contact strategy with key stakeholders and clients helps to mitigate this risk. This is informed by its annual client survey, which is carried out by an independent party.

7

Regulatory compliance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic priorities

1,2

 

The laws and regulations governing the Group's industry have become increasingly complex across a number of jurisdictions and a wide variety of areas, including, among others, food safety, labour, employment, immigration, security and safety, health and safety, modern slavery, plastic waste, competition and antitrust, consumer protection (including data protection), environment, licensing requirements and related compliance. With a UK parent company, the Group is required to comply with the provisions of the UK Bribery Act and the legislation aimed at preventing the facilitation of tax evasion, as well as the local equivalent laws in the territories in which the Group operates. There is a risk that the Group fails to comply with such laws and regulations.

 

The Group is required to comply with data privacy laws in many of the jurisdictions in which it operates. In the EU, the Company has been subject to the new General Data Protection Regulation (GDPR) since May 2018.  This requires the adoption of stricter data management processes in order to address greater rights for individuals, mandatory breach reporting and more rigorous compliance obligations. There is a risk that the Group fails to comply with the new rules or to implement adequate processes to safeguard personal data. This could give rise to larger fines, penalties and civil action from individuals.

 

The preparation of food and maintenance of the Group's supply chain require a base level of hygiene, temperature maintenance and traceability, which expose the Group to possible food safety liability claims and issues.

 

The Group has procedures and processes in place to ensure compliance with local laws and regulations. The Group may obtain external advice to supplement the in-house legal and compliance team.

 

The Group has a Code of Conduct, and Anti-Bribery and Anti-Corruption Policy, and training has been rolled out internationally. This is continually being reviewed and updated to improve controls and monitoring.

 

The Group's procedures under the policy include regular reporting by the businesses to the Risk Committee. Compliance is monitored by Internal Audit and the Risk Committee on an on-going basis, and all alleged breaches of the Code of Conduct and policy are investigated.

 

The Group has conducted a risk assessment regarding the new UK legislation on failure to prevent the facilitation of tax evasion, and is updating its policies and procedures in this regard.

 

The Group has established a GDPR working group with representatives from each key division to ensure the Group is able to manage GDPR compliance risk. Local champions are in place to ensure local compliance, and the Group is making progress to ensure it is compliant with the new rules. Furthermore, our supplier contracts are being updated to ensure that suppliers are GDPR compliant.

 

The Group has food safety controls and procedures in place that are embedded in the Group's operations. These are monitored by the country management teams on a regular basis and appropriate action is taken if any issues are identified. Training sessions are also held at a country level to ensure compliance with these procedures.

 

8

Execution and mobilisation of new contracts

 

 

 

 

 

 

 

 

 

 

 

 

Strategic priorities

3,4,5

 

There is a risk that the Group may not be successful in mobilising new contracts and operating them successfully.

 

The Group, as well as regional and country senior management teams, reviews mobilisation plans to ensure that new openings are delivered on time and in line with the specific agreement or contract.

 

The Group has strengthened the management teams, including the business development and property teams in the high-growth regions of Asia Pacific, India and the US, especially in finance, operations and construction.

 

The Group also teams up with its joint venture partners in new territories to provide local infrastructure and mobilisation support.

 

 

 

9

Expansion into new markets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic priorities

1,2

 

The Group's strategy involves expanding its business in developing markets, including Asia Pacific, India, Eastern Europe and the Middle East.

 

Political, economic and legal systems and conditions in these countries are generally less predictable than in countries with more developed institutional structures, subjecting the Group to additional commercial, reputational, legal and compliance risks.

The Group has strengthened the management teams in Asia Pacific and India, especially in finance and operations where this risk is high and the Group is growing.

 

In addition, the Group adopts a joint venture model in certain new territories to provide access to existing local infrastructure and expertise, as well as to help mitigate the risk inherent on entering new territories.

 

The Group has clearly defined authorisation procedures for all contract investments, to ensure that they are consistent with the objectives set by the Board and that they fully consider and evaluate the risks inherent in expansion into new locations and territories.

 

The Group works with in-house and external advisors to ensure the risks of doing business in developing markets are identified and where possible, mitigated before entering those markets. This includes appropriate due diligence of potential joint venture and other local partners.

 

The Group legal team works closely with country legal and operational teams to support business development activities and to ensure compliance with local requirements.

 

The risk of working in developing markets is also monitored by the Risk Committee and the Audit Committee.

10

Senior management capability and retention

 

 

 

 

 

 

 

 

 

 

Strategic priorities

4

 

The performance of the Group depends on its ability to attract, motivate and retain key employees. The skills developed in our business are highly attractive to other companies, which regularly target our staff for recruitment.

 

The Group may not have sufficient management capability at a senior level, such as country leadership in both existing and new territories, to execute the planned operational efficiency programmes and to support the growth and development of the business.

 

The Group may not have sufficient resources, such as resources in legal, finance and IT, to meet the changing and complex needs of an international and growing business.

The Group continues to review key roles and succession plans at a country and at a Group level. Senior resources have been strengthened in a number of strategically important and growing businesses.

 

The Remuneration Committee monitors the levels of remuneration for senior management and seeks to ensure that they are designed to attract, retain and motivate the key personnel required to run the Group effectively.

 

The Group carries out an annual talent mapping exercise to identify candidates for future roles and continues to invest in additional resources to support change initiatives and business development programmes.

 

 

11

Competitive intensity 

 

 

 

 

 

 

 

 

 

 

 

Strategic priorities

1,2

Competition intensifies as the Group's competitors become more sophisticated, diversified, direct more resources to the preparation of tenders, and take a more aggressive position on commercial terms when tendering for contracts. This could put pressure on the Group's profitability and reduce the availability and attractiveness of contracts.

The Group has developed high-quality 'business-to-business' marketing collateral to clearly lay out the benefits of working with SSP, which it shares with the clients to help them better understand the Group's proposition, from both a quantitative and a qualitative perspective.

 

The Group's strengthened business development team utilises the feedback from regular client satisfaction surveys when developing new tenders, to ensure they remain competitive to clients.

 

The Group has clear internal benchmarking and investment appraisal processes to evaluate tender proposals and to ensure that the Group is able to make a competitive offer, as well as meet its investment criteria.

 

The Group continues to extend its brand portfolio, including via partnerships with celebrity chefs, to provide breadth and depth as part of a tender process.

12

Outsourcing programmes

 

 

 

 

 

 

 

 

Strategic priorities

4

The Group fails to execute outsourcing projects effectively, which results in a disruption of the business as usual and the introduction of new third party risks.

 

Furthermore, any benefits expected from the outsourcing programme may not be realised.

The Group continues to utilise specialist resources in the business to manage implementation and transition projects, and it continues to use external advisors to provide input into the management of risks in such projects. Performance feedback is reported to the Executive Committee on a regular basis and the Risk Committee periodically.

 

Furthermore, the Group has included the outsourcing centres in its Internal Audit review scope. The outsourcing partners are highly reputable and were selected after a rigorous tender process and extensive due diligence.

13

Cyber security

 

 

 

 

 

 

 

Strategic priorities

4,5

 

The Group becomes exposed to information security and cyber threats, e.g. threats detailed in the Payment Card Industry Data Security Standards (PCIDSS).

 

The risk of ransomware attacks has increased due to a general increase in the prevalence of ransomware attacks and their increasing sophistication.

The Group continually reviews its business continuity plans for its supply chain, IT disaster recovery, and information security policies and practices, to ensure that these meet the changing landscape.

 

The Group has also rolled out cyber security training across the business to reinforce data protection responsibilities and cyber risks.

 

The Group's segmental business model and IT systems structure help to ensure that potential cyber attacks are likely to remain isolated locally rather than impact the entire Group.

14

Maintenance/ development of brand portfolio

 

 

 

 

 

Strategic priorities

1,2

 

The Group's success is largely dependent upon its ability to maintain its portfolio of proprietary brands and the brands of its franchisors, as well as the appeal of those brands to clients and customers.

 

The loss of any significant partner brands, the inability to obtain rights to new brands over time or the diminution in appeal of partner brands or the Group's proprietary brands, could impair the Group's ability to compete effectively in tender processes and ultimately have a material adverse effect on the Group's business.

The Group continues to strengthen its dedicated brands and marketing teams, to work closely with its partner brands and to enable greater capacity to attract and manage a broader portfolio of external brands.

 

The Group also carries out extensive customer research into passengers' needs and continually analyses market trends in order to enhance its brand and concept portfolio on an on-going basis.

 

Finally, the Group continuously looks to strengthen the depth and breadth of its brand partners.

15

Business development capability and investment

 

 

 

Strategic priorities

1,2

 

The Group may not have the capabilities in key markets to maximise business development opportunities, in order to win profitable business in new markets.

The Group prioritises its investment in new contracts as part of the on-going review of its global pipeline, and the prioritisation of its capital investment and resources.

 

The Group has also strengthened the management team in Asia Pacific and India, especially in finance and operations.

 

Furthermore, the Group works with local joint venture partners in new markets to access support and advice on business development activities.

16

Tax strategy

 

 

 

Strategic priorities

1,2

The Group suffers reputational damage if customers, clients and/or suppliers believe that the Group is engaged in aggressive or abusive tax avoidance.

 

There is a risk that the Group may not be tax compliant due to complicated local tax laws across different geographical territories.

The Group has a tax management policy which is based on the Board's guidance to adopt a low risk tax strategy.

 

The Group also regularly reviews its tax priorities and has strengthened the tax team at the centre.

 



 

3.       Related Parties

The following is extracted from note 27 to the Group's consolidated financial statements (on pages 98 to 99). 

 

Related party relationships exist with the Group's subsidiaries, associates (note 12), key management personnel, pension schemes (note 19) and employee benefit trust (note 21).

 

Subsidiaries

Transactions between the Company and its subsidiaries, and transactions between subsidiaries, have been eliminated on consolidation and are not disclosed in this note. Where the Group does not own 100% of its subsidiary, significant transactions with the other investors in the non-wholly owned subsidiary ('investor'), other than those listed in note 21, are disclosed within this note (in the table on page 99) Sales and Purchases with related parties are made at normal market prices.

 

Associates

Significant transactions with associated undertakings during the year, other than those included in note 12, are included in the table below.

 

Related party transactions 

 

2018

£m

2017

£m

Purchases from related parties1

(5.9)

(5.4)

Management fee income

2.1

2.5

Other income

1.7

1.5

Other expenses2

(11.5)

(6.5)

Amounts owed by related parties at the end of the year

2.2

4.2

Amounts owed to related parties at the end of the year

(0.5)

(0.8)

Operating lease commitments

(20.3)

-

 

 

1 The majority of purchases from related parties relates to purchases from The Minor Food Group PLC (£5.2m; 2017: £4.8m) which owns 51% of Select Service Partner Co. Limited.

2 The majority of other costs relate to £8.9m concession fees (2017: £5.3m).

The Group has provided a number of guarantees to third parties and has given guarantees to partners of consolidated non-wholly owned subsidiaries in respect of obligations of its associates, relating to, for example, concession agreements, franchise agreements and financing facilities. In addition, certain subsidiaries benefit from guarantees provided by the Group's non-controlling interest partners to similar third parties (in respect of obligations of the subsidiaries). These guarantees are consistent with those provided in the normal course of business in the Group's wholly owned subsidiaries.

 

Remuneration of key management personnel

 

The remuneration of key management personnel of the Group is set out below in aggregate for each of the categories specified in IAS 24 'Related Party Disclosures'. The Group considers key management personnel to be the Chief Executive Officer, Chief Financial Officer and Non-Executive Directors.

 


2018

£m

2017

£m

Short-term employee benefits

(5.1)

(4.1)

Post-employment benefits

(0.4)

(0.4)

Share-based payments

(2.4)

(2.3)


(7.9)

(6.8)

 


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AGM Notice, Special Dividend & Share Consolidation - RNS