Fuller, Smith & Turner PLC (FSTA) Fuller, Smith & Turner
PLC: Publication of the Annual Report and Accounts for the 52 weeks
ending 27 March 2021 and Notice of Annual General Meeting 2021
04-Aug-2021 / 11:30 GMT/BST Dissemination of a Regulatory
Announcement, transmitted by EQS Group. The issuer is solely
responsible for the content of this announcement.
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FULLER, SMITH & TURNER P.L.C. ("the Company")
Publication of the Annual Report and Accounts for the 52 weeks
ending 27 March 2021 and Notice of Annual General Meeting 2021
FULLER, SMITH & TURNER P.L.C. announces that the following
documents are being posted to shareholders today: -- Annual Report
and Accounts for the 52 weeks ending 27 March 2021 -- Notice of
Annual General Meeting 2021 -- Form of Proxy
The Annual General Meeting will be held at The George IV, 185
Chiswick High Road, London, W4 2DR on Thursday, 23 September at 11
a.m., subject to the prevailing Government guidance and
restrictions on physical gatherings at that time. Any changes to
the arrangements for the AGM will be communicated to shareholders
before the AGM through the Company's website and, where
appropriate, announced to the London Stock Exchange. To the extent
shareholders wish to attend in person and can do so safely and in
accordance with the prevailing Government guidance at the date of
the meeting, shareholders are requested to pre-register their
intentions to attend by emailing FullersAGM@fullers.co.uk by no
later than 5 p.m. on Monday, 20 September 2021. Copies of the above
documents are available on the Company's website at
www.fullers.co.uk/corporate/investors/ general-meetings and in
accordance with LR 9.6.1R, have been submitted to the National
Storage Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
In compliance with DTR 6.3.5, the following information is
extracted from the Annual Report and Accounts 2021 and should be
read in conjunction with the Company's Full Year Results
Announcement issued on 8 July 2021. Together, these constitute the
material required by DTR 6.3.5 to be communicated to the media in
full unedited text through a Regulatory Information Service. This
material is not a substitute for reading the full Annual Report and
Accounts 2021 and page numbers and cross-references in the
extracted information below refer to page numbers and
cross-references in the Annual Report and Accounts 2021.
For further information, please contact:
Rachel Spencer
Company Secretary
020 8996 2073
Date: 4 August 2021
Appendix 1. Statement of Directors' Responsibilities in Respect
of the Financial Statements
The Directors are responsible for preparing the Strategic
Report, the Annual Report, the Remuneration Report and the Group
and Company financial statements in accordance with applicable
United Kingdom law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the Directors
have elected to prepare the financial statements in accordance with
international accounting standards in conformity with the
requirements of the Companies Act 2006. 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 and profit or loss of the Group and Company for the
financial period. Under the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules, Group financial
statements are required to be prepared in accordance with
international financial reporting standards ("IFRSs") adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the
European Union.
In preparing the Group and Company financial statements, the
Directors are required to: ? select suitable accounting policies in
accordance with IAS 8 Accounting policies, changes in accounting
estimates
and errors and then apply them consistently; ? present
information, including accounting policies, in a manner that
provides relevant, reliable, comparable and
understandable information; ? provide additional disclosures
when compliance with the specific requirements in IFRSs is
insufficient to enable
users to understand the impact of particular transactions, other
events and conditions on the group and company
financial position and financial performance; ? make an
assessment of the Company's ability to continue as a going concern;
? state that the Group and Company have complied with international
accounting standards in conformity with the
requirements of the Companies Act 2006 and IFRSs adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in
the European Union), subject to any material departures
disclosed and explained in the financial statements; and ? make
judgements and estimates that are reasonable and prudent.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group's
transactions and disclose with reasonable accuracy at any time the
financial position of the Group and Company and enable them to
ensure that the financial statements and the Remuneration Report
comply with the Companies Act 2006 and applicable regulations,
including the requirements of the Listing Rules and the Disclosure
and Transparency Rules ("DTR") and in the case of the Group
financial statements, with Article 4 of the IAS Regulation. They
are also responsible for safeguarding the assets of the Group and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors are responsible for preparing the Annual Report in
accordance with applicable law and 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 United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
Statement as to Preparation of Financial Statements
The Directors confirm, to the best of their knowledge: ? that
these financial statements, prepared in accordance with
international accounting standards in conformity with
the requirements of the Companies Act 2006 and IFRSs adopted
pursuant to Regulation (EC) No 1606/2002 as it applies
in the European Union, give a true and fair view of the assets,
liabilities, financial position and profit of the
Group and Company taken as a whole; ? that the Annual Report and
the Strategic Report includes a fair review of the development and
performance of the
business and the position of the Group and Company taken as a
whole, together with a description of the principal
risks and uncertainties that they face; and ? that they consider
the Annual Report and the financial statements, taken as a whole,
provides the information
necessary to assess the Company's performance, business model
and strategy and is fair, balanced and
understandable.
The Directors of Fuller, Smith & Turner P.L.C. are listed on
pages 40 and 41.
Directors' Statement as to Disclosure of Information to
Auditors
The Directors who were members of the Board at the time of
approving the Directors' Report are listed on pages 40 and 41.
Having made enquiries of fellow Directors and of the Company's
auditors, each of these Directors confirms that: ? to the best of
each Director's knowledge and belief, there is no information
relevant to the preparation of this
report of which the Company's auditors are unaware; and ? each
Director has taken all the steps a Director might reasonably be
expected to have taken to be aware of any
relevant audit information and to establish that the Company's
auditors are aware of that information.
On behalf of the Board
Michael Turner
Chairman
8 July 2021
2. Principal Risks and Uncertainties
The following sets out the principal risks the business faces at
present that may impact future performance. This analysis is not
intended to be a comprehensive list of all risks actively managed
by the business. The key financial risks are detailed in note 28 to
the financial statements.
Emerging Risks
Description Risk Mitigation
UK ECONOMY The risk is kept under review as we implement our
strategy. It informs the level of liquidity we target to
There has been a severe impact to the UK (and global) keep in
the business, the way in which we invest in our economy from
coronavirus the full impact of which has yet diversified estate to
manage fluctuations in different parts to be understood. In
addition, the measures which the of the economy and the flexibility
we look for in future Government has put in place have cost
billions of pounds, leasing arrangements. all of which will
eventually be recouped through taxation.
Strategic Risks
Description Risk Mitigation
We have undertaken a significant rightsizing activity
across our estate and central support office to reduce our
CORONAVIRUS AND FUTURE PANDEMIC ongoing cost base. We have taken
advantage of the Government
support for business through the job retention scheme,
The coronavirus outbreak has had a seismic impact on business
rates holiday for the hospitality sector, made use our industry.
This has most obviously been through the of the Bank of England
Covid Corporate Financing Facility closure of all our pubs and
hotels to help limit the and increased our liquidity levels through
an equity raise. spread of the virus, followed by the enforced
social We continue to partake in discussions with Government and
distancing and other restrictions as we have reopened. The trade
bodies to influence the future imposing and lifting of guidelines
(now laws in some cases) and Government any restrictions.
restrictions have changed regularly and are likely to continue to
change. There are changes in the behaviour of We continue to
monitor our cost base on a monthly and our customers and in their
patterns in visiting our weekly basis. On a site level we review
weekly profitability different sites. and review the cost of
closure and subsequent reopening
versus slower trading periods to make the optimal decisions.
The health and safety of our team members is critical and we
have implemented appropriate measures for them to We have
introduced clear coronavirus procedures for all carry out their
roles safely. our sites which are reviewed regularly.
There is an increased likelihood of subsequent Going forward we
are closely monitoring our cash flow to pandemics, either entirely
new strains of a virus or ensure we maintain appropriate level of
liquidity, continue evolutions of the current strain. The impact of
another to keep a diversified estate and review the composition in
pandemic is likely to be similar to the experience of the the light
of current events, negotiating more flexibility current crisis.
into leases going forward, keeping strong ties with
Government, building on our current pandemic response plan,
and maintaining and enhancing our flexibility in customer
offering and operational procedures.
Management monitor and research consumer trends and run
CONSUMER DEMAND SHIFTS trials of new technologies.
The business's success is attributable to its ability We gather
consumer feedback through Net Promoter Score to anticipate and
react to consumer demand. surveys, customer complaints and online
and social media
reviews.
There have been accelerated changes caused by the impact of
coronavirus including, but not limited to, We analyse retail
pricing and market share data to ensure working from home,
cashless, people buying alcohol for we are competitive but still
premium. consumption in the home, demand shift in city venues
versus rural; and a continued trend towards healthy and In
addition, through the experience of dealing with lifestyle choices.
coronavirus, the business has become more flexible in
dealing with changes in operational measures, product and
service offerings.
We have a comprehensive training programme in place for
our employees covering all aspects of health and safety.
HEALTH AND SAFETY All sites complete a risk assessment and are
required to
undertake detailed weekly and monthly compliance checks
The health and safety of our employees and customers is which
are then subject to review by our in-house health and a key
priority for us. safety team. Live risk assessments and
appropriate
adjustments to sites to comply with Government guidelines
Operating a large number of sites increases the and restrictions
in response to coronavirus are in place. challenge of ensuring the
highest health and safety The allergen procedures we have
implemented to manage the standards are adhered to. risks are over
and above what is legally required, and are
continuously reviewed, to ensure controls remain
There is a risk of a customer suffering from failure to
appropriate. deliver our allergens policies and procedures.
We continue to utilise the services of expert third party
health and safety auditors to undertake annual audits on all
our sites and perform detailed investigations in instances
where an incident does occur.
We have succession plans in place for key senior
management roles and have drawn upon these when selecting an
Executive Team to deliver the Board's strategy for the new
pubs and hotels focused business.
RECRUITMENT AND RETENTION OF EMPLOYEES Given the competition for
high quality candidates across
our sites, we have plans in the year ahead to significantly
The recruitment and retention of high calibre employees improve
the process and systems surrounding our recruitment is fundamental
to our ability to deliver a distinctive strategy to ensure that our
offer to all employees is experience for our customers, and to
support our growth attractive. We provide support for staff from
the EU and agenda. In particular this applies to the roles held by
have increased the number of chef apprentice positions for the
support office staff, who may view a career within UK candidates.
By investing in our employees and offering hospitality as less
attractive than other parts of the them real career paths, we are
able to differentiate economy currently. ourselves from the
competition and ensure that we remain the
employer of choice in a challenging market.
We continue to review and improve the entire reward
scheme to ensure that it is competitive in both pay and
benefits for all team members.
INFORMATION TECHNOLOGY Our IT function has a range of facilities
and controls in
place to ensure that in the event of an issue normal
The Group is increasingly reliant on its information operation
would be restored quickly. These include a formal systems to
operate, and trading would be affected by any IT Recovery Plan,
online replication of systems and failover significant or prolonged
failures and/or data loss. In datacentres, and external support for
hardware and software. addition, the sophistication of cyber
attacks continues to We continue to introduce more preventive
measures to reflect increase. the increased risk.
We have a good relationship with our current bankers and,
given the predominantly freehold nature of our business, we
FINANCING have the ability to offer more certainty than many in
our
sector when raising finance. Alternative financing
The current funding arrangements of the business are approaches
are available, including equity, as evidenced by due to expire in
2022 and there is a risk that we are the recent funding. unable to
find suitable financing. In addition, interest rates may increase,
adversely impacting profit, and/or Interest rate costs have been
managed through our there could be a risk of breaching financial
covenants. long-term financing arrangements and we have
successfully
waived covenants and agreed new measures that have minimised
any risk of breach.
Our preference is to have long-term agreements in place
with our suppliers linking any price rises to CPI. We have a
Long-Term Supply Agreement in place with Asahi Europe Ltd
COST INFLATION for the supply of beer, cider and other
beverages, which
limits increases to CPI. Other suppliers are also linked to
Market uncertainty and increasing demand leads to cost CPI with
long-term agreements. pressures in several areas, such as food and
drink production, utilities and staff costs. We regularly monitor
prices using relevant commodity
databases, review forward looking inflation and all
The Long-Term Supply Agreement with Asahi Europe Ltd is
contracts are competitively tendered. now embedded in our business
model and the impact of Brexit broadly understood. The margin is
monitored internally and our retail pricing
is monitored quarterly, compared to our competitors.
The implementation of a new property maintenance system
has improved controls on property costs.
We have a Long-Term Supply Agreement in place with Asahi
Europe Ltd for the supply of beer, cider and other
beverages. This ensures that products will meet certain
SUPPLY CHAIN brand performance metrics, and the supply service
is subject
to key performance indicators ("KPI"s).
There is a risk that poor performance by our suppliers may
damage customer satisfaction and could impact the All other key
suppliers are subject to service and profitability of the Company.
Any large scale issue with quality KPIs which are monitored on a
monthly basis. out of stock items could have a big impact on trade
in our Businesses. This risk includes any impact from Brexit that
Our preference is for long-term agreements and strong has yet to
fully emerge due to hospitality closure either relationships. The
relationship with Asahi and Fuller's is in the UK or EU. now more
mature, and we work with smaller suppliers to
ensure that they grow healthy, sustainable businesses
outside of their agreement with Fuller's. The supply chain
has successfully survived the Covid crisis, which gives us
confidence in its ongoing robustness.
SUSTAINABILITY We have developed a sustainability programme and
continue
to enhance this. We consider the impact of ESG as part of
There is risk that the failure to manage climate change
customer, people, supplier and Tenanted strategies and risk could
impact profitability through taxation, policies going forward.
regulation and supply chain uncertainty, in addition to
reputational damage. For more details, see the Corporate Social
Responsibility
statement on pages 34 to 38.
We aim to mitigate the risk of such increases through a
WAGE COST INFLATION combination of improved operational
efficiency and passing
the cost on through the prices we charge. Without these
Future labour cost increases may impact the opportunities, the
business would suffer a reduction in profitability of the business.
The principal drivers of profitability across both pubs and hotels.
such increases are projections for future increases in the National
Living Wage, coupled with any potential for a Operational
efficiency measures include the rightsizing tightening of labour
supply. The risk to the business exercises, use of technology
(Order & Pay app) and modelling remains despite the pandemic,
as unemployment, which labour per time of day to optimise staffing
levels. The although high during the last year of lockdowns, has
introduction of pay banding as part of the reward review already
begun to fall. will ensure consistency of pay and provide an
effective way
to manage costs.
3. Related Party Transactions
Group and Company
During the current and prior years the Company provided various
administrative services to the Fuller, Smith & Turner Pension
Plan free of charge. In addition, the Company settled costs
totalling £368,000 (2020: £497,000) relating to the provision of
actuarial, consulting and administrative services by third parties
to the Fuller, Smith & Turner Pension Plan.
52 weeks 52 weeks
ended ended
Compensation of key management personnel (including Directors)
27 March 28 March
2021 2020
£m £m
Short-term employee benefits 3.0 4.3
Termination benefits 0.1 1.1
Post-employment benefits 0.3 0.4
Share-based payments - 0.2
3.4 6.0
Company Only
During the year the Company entered into the following related
party transactions:
Sales to Purchases Interest due Interest due Amounts due Amounts
due
52 weeks related from related from related to related to related
from related ended 27 March parties parties parties parties parties
parties 2021
£m £m £m £m £m £m
Subsidiaries - 21.0 - 4.2 (133.1) -
Sales to Purchases Interest due Interest due Amounts due Amounts
due
52 weeks related from related from related to related to related
from related ended 28 March parties parties parties parties parties
parties 2020
£m £m £m £m £m £m
Subsidiaries 0.3 76.4 1.7 4.4 (132.2) 7.5
Interest is payable on the majority of the amounts due to
subsidiaries at 3% above the Bank of England base rate. All amounts
outstanding are unsecured and repayable on demand.
The Company received rental income from subsidiaries of £nil
during the year (2020: £0.3 million). The Company also incurred
rental expenses from subsidiaries of £0.3 million (2020: £10.1
million).
In addition, the Company has recharged an amount of £nil (2020:
£1.4 million) to its subsidiaries and incurred £0.1 million (2020:
£0.1 million) of recharges from its subsidiaries during the
year.
Subsidiaries of parent companies established within the European
Economic Area are exempt from an audit if a guarantee is provided
by the parent for the subsidiary liabilities and the shareholders
are in unanimous agreement. The Group will be exempting the
following companies from an audit in 2021 for the period ended 27
March 2021 under Section 479A of the Companies Act 2006, all of
which are fully consolidated in these financial statements:
Company Company Number
Griffin Catering Services Limited 01577632
Jacomb Guinness Limited 02934979
George Gale & Company Limited 00026330
45 Woodfield Limited 04279254
Grand Canal Trading Limited 04271734
B&D Country Inns I Limited 07292333
B&D Country Inns II Limited 08029280
B&D (Cookham) Limited 07320065
B&D (Odiham) Limited 08377459
B&D (Reading) Limited 07309587
B&D (Win) Limited 07320245
B&D (Farnham) Limited 08392963
B&D (Kingsclere) Limited 08975762
RSH 200 Limited 12035987
Cotswold Inns and Hotels Limited 03309179
The Group will be exempting the following companies from the
preparation and delivering of accounts to Companies House under
Section 394A of the Companies Act 2006, all of which are fully
consolidated in these financial statements:
Company Company Number
Griffin Inns Limited 00495934
Ringwoods Limited 00178536
F.S.T. Trustee Limited 03163480
Fuller, Smith & Turner Estates Limited 01831674
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ISIN: GB00B1YPC344 Category Code: ACS TIDM: FSTA LEI Code:
213800C7ACOFMRCQQW76 OAM Categories: 1.1. Annual financial and
audit reports Sequence No.: 119183 EQS News ID: 1224015 End of
Announcement EQS News Service
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