DJ 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
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. -----------------------------------------------------------------------------------------------------------------------
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,
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DJ Fuller, Smith & Turner PLC: Publication of the -2-
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
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