1.4 MB - Laura Ashley

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LAU R A A S H L E Y
annual report and accounts 2006
summary
• Profit before tax up
38.6% to £6.1 million
(2005: £4.4 million)
• Excluding the benefit
of one-off property
gains, profit before tax
up 70.6% to £5.8 million
(2005: £3.4 million)
• As anticipated, total
Group sales down
11.6% to £211.1 million
primarily due to the
realignment of the
Fashion offering
• Strong balance sheet
with a cash surplus
• Margin rates maintained
• Cost management and
increased productivity
across the business
• New format UK stores
trading successfully as
the reconfiguration of
the store portfolio
continues
• First and final dividend
proposed of 10% of
nominal value
(0.5p per share)
contents
02 chairman’s statement
05 chief executive officer’s statement
12 operating and financial review
14 directors’ report
20 report on corporate governance
24 directors’ remuneration report
28 independent auditors’ report
30 accounting policies
33 group income statement
34 balance sheets
35 statement of changes in shareholders’ equity
36 group cash flow statement
36 reconciliation of net cash flow to movement in net funds
37 notes to the financial statements
54 group financial record
55 shareholders’ information
56 notice of 2006 annual general meeting
58 store locations
61 directors and advisors
LAURA ASHLEY HOLDINGS PLC
1
chairman’s statement
For the 52 weeks ended 28 January
2006, Laura Ashley recorded a profit
before tax of £6.1 million, up 38.6%
on the result for the previous year
of £4.4 million*.
2
The Board is of
the opinion that
the Company is now
in a position to pay
a dividend, the first
since 1997, and
believes that this
represents a major
milestone in the
recovery of the
business.
Included within the reported £6.1
million profit is £0.3 million of one-off
property gains, compared to last year’s
gains of £1.0 million. Excluding one-off
property gains, profit before tax is
70.6% higher at £5.8 million against
£3.4 million last year. Total sales
decreased by 11.6% due mainly
to the realignment of the Fashion
business. Despite the reduction in
turnover, there has been an overall
improvement in profitability driven
by our cost management programmes
and the general increase in efficiency
and productivity.
Over the last three years, we have
steadily seen increasing profits and
a strengthening balance sheet. The
business is generating cash and
more funds will be reinvested into
the operation. The Board is of the
opinion that the Company is now in
a position to pay a dividend, the first
since 1997, and believes that this
represents a major milestone in the
recovery of the business. Therefore,
the Board recommends the payment
of a first and final dividend of 10% of
nominal value (0.5p per share). This
dividend will be paid, subject to
shareholder approval, on 14 July 2006
to all shareholders on the register
at the close of business on 30 June
2006. The Board will continue to review
dividend payments on the basis of
annual profitability.
The Company continues to reinforce
its presence in the UK retailing scene
as a lifestyle brand that is largely Home
Furnishings, complemented by a
Fashion offering.
In the last few years, while Home
Furnishings continued to perform
satisfactorily, we experienced numerous
challenges with our Fashion business
and, as a result, we made a strategic
decision to reduce its size and
concentrate on improving the product
offering. We were pleased to see that
the reinvigorated Fashion ranges
received a positive reaction in the
later part of the reporting year.
The enduring strength of Laura Ashley
as the original lifestyle brand has
also contributed to the improved
performance. There has been positive
development in our Licensing business
with the signing of new agreements,
and we continue to invest in the
improvement of our Franchise
operations. The strategy for our
brand business in the coming year
is to grow the Group’s Licensing and
Franchising operations both in the
UK and worldwide.
Current trading performance has
been encouraging. While I am realistic
about the challenges that the market
poses to retailers, I am optimistic
that the year ahead will bring further
growth to the Company as we advance
our efforts to enhance product
offering, increase efficiency and
monitor ongoing cost management
in all areas of the business. We will
also be focussing on the further
development of our store
reconfiguration programme.
On behalf of the Board, I would
like to express its deepest
appreciation to Laura Ashley’s
management, staff, shareholders
and customers for their continued
support and loyalty.
Tan Sri Dr Khoo Kay Peng
Chairman
*Comparative figures for 2005 have been restated
in accordance with IFRS. The only significant
change to the figures was caused by the
implementation of IAS 19.
3
4
chief executive officer’s statement
overview
The financial results of the Group
have shown continued improvement
over the last year, (and in fact over
the last 3 years), driven by efficiency
improvements and cost savings.
For the 52 weeks to 28 January
2006, we are pleased to report a
profit before tax of £6.1 million,
up 38.6% compared to a profit in
the previous year of £4.4 million.
Included within the reported
£6.1 million profit is £0.3 million of
one-off property gains (2005: £1.0
million). Excluding one-off property
gains, profit before tax is 70.6%
For the 52 weeks to
28 January 2006, we
are pleased to report
a profit before tax of
£6.1 million, up 38.6%
compared to a profit
in the previous year
of £4.4 million.
higher at £5.8m.
As anticipated, total Group sales
for the year ended 28 January 2006
were down £27.8 million (11.6%)
to £211.1 million. The majority of
this reduction was accounted for by
lower UK sales, primarily due to the
planned reduction of UK Fashion
sales. As a result, for the year ended
28 January 2006, total UK store sales
were down 12.8% to £158.3 million
Direct and indirect costs have been
reduced by 11.5% (£11.1 million)
as a result of changes in the UK
store portfolio, volume changes
and other UK overhead savings.
Due to increasing cost pressures
greater efficiencies in all areas of
the business, particularly on all
aspects of the supply chain.
we will continue to focus on driving
(LFL –6.6%).
5
6
chief executive officer’s statement continued
product
The UK business is split into four
main categories. The relative split
of UK sales is as follows: Furniture
31%, Home Accessories 29%,
Decorating 23% and Fashion 17%.
mirrored lighting. We have
expanded the casual dining
range with positive results from
both china and accessory products.
decorating
This category includes curtains,
furniture
The Furniture product category
includes upholstered furniture,
beds and cabinet furniture.
During the year ended 28 January
fabric, paint, accessories and wall
coverings. During the year ended
28 January 2006, Decorating sales
were down 4.4% (LFL –3.0%),
reflecting the difficult market.
2006, Furniture sales were up 0.2%
(LFL flat).
Sales continued to be strong
on fashionable products, such
A weaker consumer environment
affected sales in the first half of
the year. However, we saw a strong
recovery through the key final
quarter trading period. During
the year, successes were seen in
upholstery from new fabric ranges.
We expect to see further
as statement print wallpaper,
silk fabrics, ready-made curtains
and the more decorative curtain
accessory products. Significant
margin improvements were achieved
through the re-sourcing of readymade curtains overseas.
fashion
of the range of fabric and leather
As previously announced, our
products. In cabinet furniture, our
strategy in Fashion was to reduce
award winning mirrored furniture
the number of ranges and the
ranges continued to perform well.
selling space during a period of
We were also pleased with the
consolidation whilst improving the
introduction of new painted
product offering. As a result Fashion
products for the bedroom.
represented approximately 17%
of total retail sales in the year, down
home accessories
The Home Accessories product
category includes lighting, gift, bed
linen, rugs, throws and cushions.
During the year ended 28 January
were down 1.4% (LFL –1.0%).
was reduced by 10% and like-forlike sales were down 25%. In the
second half, to improve the
profitability of the Fashion category
in this reduced space, we have
strengthened our central product
team significantly and increased
Sales in this category have been
mixed. However, continued growth
has been achieved in glass and
the stock densities by approximately
30%. These actions are already
showing some encouraging trends
in the last quarter and in current
trading.
2006, sales of Home Accessories
from 22% last year. Selling space
improvement from the expansion
7
8
UK operations
retail stores
At 28 January 2006, the property
portfolio in the UK comprised
180 stores. We have three main
store types: 78 mixed product stores
(selling all product categories),
58 Home stores (selling the full
range of Home products) and
44 Home concession stores.
During the year, significant changes
were made to the UK store portfolio,
to drive efficiencies by identifying
The financial results
of the Group have
shown continued
improvement over the
last year, (and in fact
over the last 3 years),
driven by efficiency
improvements and
cost savings.
more cost effective locations. This
has resulted in the opening of 10
new Home stores and the addition
of 40,000 sq. ft. of selling space.
We intend to open substantially
more than this in the forthcoming
year subject to our normal property
selection criteria. As part of the
process of realigning our property
portfolio, 14 stores were closed
(42,000 sq. ft.) during the year.
mail order and e-commerce
Sales through our Mail Order and
E-Commerce channels now represent
(2005: 11%) and are a vital part of
our multi-channel retail strategy.
Total Mail Order and E-commerce
sales were flat on last year. Within
this figure, Mail Order sales were
down 10.2% and E-Commerce sales
were up 45.8%. This reflects the
E-Commerce at the expense of
more traditional direct sales
channels.
general market trend towards
13% of our total UK retail business
9
10
The impact of our decision to reduce
the Fashion category and focus on
Home Furnishings has resulted in
an increase in total direct Home
Furnishings sales of 6.0%.
licensing
In the year ended 28 January 2006,
Licensing income decreased by
7.1% to £3.9 million. We have seen
a slight decrease in revenues from
North America whilst Licensing
At the end of March 2006,
we re-launched our website:
www.lauraashley.com and continue
to invest in the development of
this important distribution channel.
We now have 328,000 registered
revenues from Asia and Europe
have remained largely flat. During
the year, we have signed various
new licence agreements, including
garden furniture, stationery and
ladies handbags.
E-Commerce customers
(2005: 240,000). The continued
investment in our multi-channel
current trading
approach affords us ever greater
Like-for-like trading in the 10 weeks
opportunities to communicate
to 8 April 2006 shows UK retail sales
with our customers.
up 11.2% on last year, predominantly
due to the improved performance
international operations
franchising
of the newly realigned Fashion
In the year ended 28 January 2006,
difficult UK retail conditions. Our
Franchise revenues decreased by
focus for 2006 will be top line sales
14.7% to £22.1 million. Fashion
growth, margin improvement and
accounted for the loss in sales, in
cost management.
offering. Our Home Furnishings
category remains resilient despite
line with our reduced offer, whilst
Franchise Home sales were flat.
Lillian Tan Lian Tee
The Autumn/Winter ranges were
Chief Executive Officer
well received and we expect sales
year. Fashion now represents
approximately 60% of total
Franchise sales (2005: 67%). As
a result of the relatively low margin
on the sales that were lost and
other cost savings, the overall
impact on net profit was negligible.
stores in 28 countries worldwide.
There are currently 210 Franchised
in this category to recover this
11
operating and financial review
financial summary
2006
£m
Revenue
Profit from operations
Earnings per share
Inventories
2005
£m
211.1 238.9
5.4
4.7
0.56p 0.42p
35.0
34.9
0.2
0.2
Retirement benefit
liabilities
13.3
13.3
Capital expenditure
3.3
3.8
21.6
9.8
Provisions and
other liabilities
Net funds
results
The profit before taxation for the
52 weeks to 28 January 2006 was
£6.1 million compared to a profit
before taxation of £4.4 million for
the 52 weeks to 29 January 2005.
Included within the reported £6.1
million profit is £0.3 million profit
relating to the disposal of leasehold
property interests (2005: £1.0 million).
Revenue for the Group totalled
£211.1 million, compared to £238.9
million in the previous financial year.
Total retail sales including Mail Order
and E-Commerce were £183.4
million. UK retail store sales were
£300 per square foot compared to
£339 per square foot for the 52
weeks to 29 January 2005. Non-retail
sales amounted to £27.7 million and
were lower than the previous year by
14.5%, mainly due to decreased sales
to franchise partners.
Total retail revenue for the UK and
Ireland operations amounted to
£181.9 million, a decrease of 11.3%
over the previous year. Store revenue
totalled £158.2 million, a decrease
of 12.8%. Like-for-like store sales
decreased by 7.9% as compared to
the previous year. Mail Order and
E-Commerce sales, which totalled
£23.6 million, were below the
previous year sales by 5.2%.
store portfolio
Changes to the Group’s store portfolio during the year were as follows:
Number of stores
12
January 2005
Opened
Closed
January 2006
Net square footage (‘000s)
January 2005
Opened
Space adjustment
Closed
January 2006
UK
continental
europe
total
184
10
(14)
180
2
–
–
2
186
10
(14)
182
UK
continental
europe
total
532
40
(2)
(42)
528
4
–
–
–
4
536
40
(2)
(42)
532
As stated in note 2 to the financial
statements, operating expenses
amounted to £85.2 million, £11.1
million or 11.5% below the previous
year. Operating expenses for the
current and previous financial years
represented 40% of total Group
sales.
taxation
The taxation charge for the year
comprises UK taxation on current
year taxable profits, overseas taxes
on the profits of dual resident
subsidiary companies and the
Group's share of the taxation
charge on the profit of the
associated company, Laura
Ashley Japan Co. Ltd.
net assets
The net assets of the Group at
28 January 2006 amounted to £59.0
million, an increase of £4.1 million
compared to the restated net assets
for the previous year. Non-current
liabilities include a provision made
in relation to retirement benefit
obligations of £13.3 million.
The Group’s cash balances increased
during the year as follows:
2006
£m
2005
£m
Opening net funds
9.8
6.8
Total cash inflow
as above
6.0
1.0
Cash inflow from
changes in loans
and leases
5.8
3.0
–
(1.0)
21.6
9.8
New finance leases
Closing net funds
treasury
The Group’s treasury strategy
is controlled through a Treasury
Committee that meets regularly
and is chaired by the Chief Executive
Officer. The Treasury function
arranges funding for the Group and
provides a cash balance service to all
operating units. The overall objective
is to control interest costs and
minimise foreign exchange exposure.
All surplus cash is invested to achieve
maximum interest income.
The restatement has been prepared
on the basis of IFRS adopted for
use by the EU and International
Financial Reporting Interpretation
Committee (“IFRIC”) interpretations
issued and in effect at the balance
sheet date. The Directors are
not aware of any Standard or
Interpretation in issue but not yet
effective that would materially impact
upon the financial statements.
The Company has applied IFRS 1
‘First-time Adoption of International
Financial Reporting Standards’ for
its initial implementation of IFRS.
The revised accounting policies were
presented with the interim financial
information. The Directors have
reviewed the implications of IAS 19
‘Employee Benefits’ and the
Company will be recognising
actuarial gains and losses using
the corridor approach.
international financial
reporting standards (“IFRS”)
cash and banking
2006
£m
2005
£m
Operating activities
14.5
6.1
Investing activities
(2.7)
(2.1)
Financing activities
(5.8)
(3.0)
Net cash inflow
6.0
1.0
The Company previously prepared
financial statements in accordance
with United Kingdom Generally
Accepted Accounting Principles
(“UK GAAP”). These are the first
financial statements prepared under
IFRS. Reconciliations of the UK GAAP
financial statements to those
prepared in accordance with IFRS
as at 1 February 2004 (the opening
balance sheet as at the date of
transition to IFRS) and for the
financial year ended 29 January 2005
are set out in notes 28 to 30.
The Group’s net cash flow during
the year is shown below:
13
directors’ report
The Directors present their Annual
Report and audited financial
statements for the 52 weeks
ended 28 January 2006.
principal activities
The principal activities of the
Group are the design, manufacture,
sourcing, distribution and sale of
clothing, accessories and home
furnishings. Operating companies
are situated in the United Kingdom,
Ireland and Continental Europe.
results for the year
The Group’s results are shown in
the Group income statement on
page 33. A full review of the
Group’s operations is included
within the Chief Executive Officer’s
Statement and the Operating and
Financial Review. The profit before
tax for the year was £6.1 million
(2005: profit before tax £4.4 million).
Comparative figures for 2005 have
been restated in accordance with
IFRS.
dividend
14
The Board recommends a first and
final dividend for the year ended
28 January 2006 of 10% of nominal
value (0.5p per share) to be paid on
14 July 2006 to shareholders on the
register at the close of business on
30 June 2006 (2005: nil).
future developments
The Chief Executive Officer’s
Statement details the proposed
developments intended for the
Group in the foreseeable future.
directors
The names of the Directors of the
Company are shown on the inside
back cover.
In accordance with the Company’s
Articles of Association, Mr Motoya
Okada, Mr David Walton Masters
and Ms Lillian Tan Lian Tee will
retire by rotation and, being
eligible, are offering themselves for
re-election at the Annual General
Meeting (‘AGM’). Details of letters
of appointment, upon which the
services of non-Executive Directors
are based, are set out on page 24.
details of the directors
are as follows:
Tan Sri Dr Khoo Kay Peng, 67,
non-Executive Chairman, joined
the Board in February 1999. He is
the Chairman and Chief Executive
of the MUI Group, which is a
diversified group with business
interests in the Asia Pacific, the
United States of America and the
United Kingdom. He is also the
Chairman of Corus Hotels plc, UK
and Morning Star Resources Limited,
Hong Kong. Tan Sri Dr Khoo is a
director of SCMP Group Limited
(South China Morning Post) and
The Bank of East Asia Limited in
Hong Kong. Previously, Tan Sri Dr
Khoo had served as the Chairman
of the Malaysian Tourist
Development Corporation
(a Government Agency), the Vice
Chairman of Malayan Banking
Berhad (Maybank) and a Trustee of
the National Welfare Foundation.
Tan Sri Dr Khoo is a board member
of Northwest University, Seattle, USA
as well as a Council Member of the
Malaysian-British Business Council,
the Malaysia-China Business Council
and the Asia Business Council.
Tan Sri Dr Khoo is Chairman of
the Nomination and Remuneration
Committees.
Mr David Walton Masters, 62,
non-Executive Deputy Chairman
of the Company, joined the Board
in March 1998. He was appointed
Executive Deputy Chairman of Corus
Hotels plc (formerly known as Corus
& Regal Hotels plc) on 1 April 1999
and resigned his position in April
2002. He is the Executive Chairman
of HCM Asset Management Limited
and a director of InvestSelect plc.
Mr Walton Masters was formerly
a Managing Partner at Phillips &
Drew, in charge of the International
Department, Chief Executive of
County NatWest Securities,
Executive Chairman of Coast
Securities and Managing Director
of Morning Star Investment
Management Limited. Mr Walton
Masters is Chairman of the Audit
Committee and a member of the
Remuneration Committee.
Ms Sally Kealey, 47,
joined the Company as a nonExecutive Director on 28 October
2004. Ms Kealey previously served as
an executive of Laura Ashley Limited
for a period of 13 years until 1996
and has held the post of Home
Furnishings Design Director. During
her time with the Company, she
worked very closely with the late
Laura Ashley. Ms Kealey is a member
of the Nomination and Remuneration
Committees.
Mr Andrew Khoo, 33,
was appointed non-Executive
Director of the Company on
27 April 2005. Mr Khoo, who
holds an MBA from Seattle Pacific
University, is a law graduate from
Cambridge University and a
Barrister-at-Law called to Lincoln’s
Inn in 2002. He was previously the
general manager of County Hotel
Epping Forest, and later worked in
Corus Hotel Ltd as special assistant
to the Chief Executive Officer. In
2003, Mr Khoo was Director of
Corporate Affairs in Laura Ashley
Holdings plc. Mr Khoo is currently
President and Chief Executive
Officer of Cambridge Alliance
Developments Ltd in Canada, a
property development company
primarily engaged in the acquisition,
development, construction and sale
of residential and commercial
property. Mr Khoo is currently on
the board of directors of Laura
Ashley (North America) Inc.,
Network Foods International Limited
in Singapore, Network Foods Limited
and Morningstar Holdings Limited,
both in Australia.
Mr Motoya Okada, 54,
non-Executive Director, joined
the Board in June 1998, having
previously been an alternate Director
to his father, Mr Takuya Okada, since
August 1992. Mr Okada has been
President of Aeon Co. Limited
(formerly Jusco Co. Limited), the
Japanese retailer, since 1997 and
has held a number of positions
with Aeon since joining that
company in 1979. He is also
Chairman of Laura Ashley Japan
Co. Limited. Mr Okada is a member
of the Audit and Remuneration
Committees.
Mr Roger Bambrough, 69,
a Chartered Accountant, joined
the Company as a non-Executive
Director on 15 July 2004. He is
currently a non-Executive Director
of Corus Hotels plc. He previously
held a number of directorships within
the Blue Circle and YTL Groups,
both in Malaysia. His earlier career
was with Peat Marwick Mitchell
(now KPMG) and he has served in
a number of senior finance and audit
positions in the UK, including as the
Financial Controller of Blue Circle
Overseas and Group Controller of
Audit and Business Services in the
Blue Circle Group. Mr Bambrough
was previously an advisor to
the Overseas Development
Administration, the aid agency of
the Foreign & Commonwealth Office
and he has also been a director of
the Commonwealth Partnership for
Technology Management.
Mr Bambrough has played an active
role in forging relationships between
Malaysia and the United Kingdom
through his participation in The
British Malaysian Society. He is a
member of the Audit Committee
and the Nomination Committee.
Ms Sally Cheong Siew Mooi, 53,
non-Executive Director, joined as a
non-Executive Director in September
1999 and is a law graduate of the
University of Malaya. She was called
to the Malaysian Bar in 1978. After
a brief period of law practice, she
joined the banking sector and was
Company Secretary of Pacific Bank
Berhad and subsequently, Legal
Adviser of Development &
Commercial Bank Berhad (now
RHB Bank Berhad). During the
period 1988 to 1997 she published
nine books on Malaysian companies
listed on the Kuala Lumpur Stock
Exchange. Ms Cheong is a member
of the Audit and Nomination
Committees.
Ms Lillian Tan Lian Tee, 52,
was appointed as a non-Executive
Director on 21 April 2004 and
subsequently, appointed as Chief
Executive Officer on 1 February 2005.
Ms Tan holds a Masters Degree in
Business Administration from the
University of Western Sydney,
Australia. She is a Fellow of the
Chartered Insurance Institute (UK)
and also a Fellow of the Malaysian
Insurance Institute. She served the
insurance industry from 1977 to 2000
and was the Chief Executive Officer
of MUI Continental Insurance Berhad
before joining as Managing Director
of the Management Services Division
in The MUI Group in 2000. From
2002 to 2004 she was the Managing
Director and Chief Executive Officer
of Metrojaya Berhad, one of the
most successful retailers in Malaysia.
She also sits on the boards of Laura
Ashley Japan Co. Limited, London
Vista Hotels Limited (UK), Morning
Star Resources Limited (Hong Kong)
and Metrojaya Berhad (Malaysia).
15
directors’ report continued
directors’ interests
Save as disclosed in Note 31 to
the Accounts and the Executive
Director’s service contract, none of
the Directors has, or has had during
the financial year, a material interest
in any contract of significance
relating to the business of the
Company or its subsidiaries.
The table on page 27, which shows
the Directors’ interests in the shares
of the Company, forms part of this
Report.
No monetary donations for
charitable purposes were made
during the year (2005: £6,180).
employees
No contributions were made for
political purposes.
The Group believes in the policy
of equal opportunities. Recruitment
and promotion are undertaken on
the basis of merit regardless of
gender, race, age, marital status,
sexual orientation, religion,
nationality, colour or disability.
If an employee were to become
disabled during the course of their
employment, adjustments would be
made, where possible, to enable
such employee to carry on working
despite their disability.
16
During the year, the Company has
donated unsold stock to Newlife,
a UK based child health and research
charity, which helps babies and
families dealing with birth defects.
The Company also supports the
Marie Curie Cancer Care foundation.
Donations to both bodies in the
course of the year were valued at
approximately £112,000.
The Group is committed towards
encouraging learning and
development of employees at all
levels. As such, wherever possible,
the Group attempts to assist
employees in achieving nationally
recognised qualifications. Every
effort is made to offer satisfying
career progression for all those
demonstrating the skills and
capabilities required.
It is Group policy that there should
be effective communication with
all employees.
charitable and political
donations
The Company has had for a number
of years, a policy of supporting
selected local and national charities.
health & safety
The Group is committed to
maintaining a safe environment for
all employees, customers and other
visitors to its premises to comply with
relevant health & safety legislation.
Group policies with regard
to health & safety continue to be
monitored and updated to meet
changing business needs and new
legislation as it is introduced.
environment
The Group places a high level
of importance on environmental
considerations which are in the
best interests of both the Group
and its stakeholders. The Group
believes in seeking continuous
improvements in operations as
evidence of our commitment towards
becoming an environmentally
conscious organisation.
During 2005, the Group succeeded
in reducing its carbon dioxide
emissions by 15% compared to
the previous year. This was, in part,
attributable to the reorganisation
of the Group’s manufacturing
processes. The Group continues
to be engaged with relevant
authorities for their input on further
improvements that can be carried
out to such manufacturing processes.
We continue to make progress in
the area of waste management. This
year, we have reorganised the waste
produced from the retail operations
division of the Group, which is
expected to result in an increase in
the amount of recycling generated
by our stores.
ethics
The Group is committed to the
practice of Ethical Supply Chains.
The principles of Ethical Supply
Chains are accordingly reflected
in our relationships with suppliers,
and are embodied in our Supplier
Manuals. In particular, the areas
covered include Employee Rights,
Environmental Issues, Working
Conditions, Dormitory Conditions,
Access and Home Workers in
line with International Labour
Organisation (ILO) guidelines.
Work in this area is on-going and
the Group continues to take steps
to ensure that developments within
these areas are closely monitored
and implemented where necessary.
Except as specified below, the
Directors are not aware of any
interest amounting to 3% or more of
the nominal value of the issued share
capital of the Company.
MUI Asia Limited
Bonham Industries Limited*
GAM London Limited
Aeon Co. Limited
Goldenpalace Holdings Limited
FTSE4Good
The Group remains included in the
FTSE 4 Good UK benchmark index
for socially responsible investment.
We have also responded to various
ethical investment companies
during the year.
risk management
The internal risk management
function has day-to-day links across
the Group and advises on all relevant
issues with contacts to internal
departments and outside regulatory
and advisory bodies.
The department has access to
external support, where required,
in order to ensure that standards are
maintained and any issues raised are
discussed and, where necessary,
implemented.
business continuity
The Group Business Continuity Plan
is updated on an ongoing basis and
implemented throughout the Group.
Regular auditing of the plan on a
site-by-site basis is undertaken to
enable management teams to be
number of
ordinary shares
percentage of
issued share capital
255,938,185
181,445,822
48,340,750
35,220,606
29,500,000
34.31%
24.32%
6.48%
4.72%
3.95%
* KKP Holdings Sdn. Bhd., Soo Lay Holdings Sdn. Bhd. and Tan Sri Dr Khoo Kay Peng are each
interested in these shares.
communications
The Company places a great deal
of importance on communication
with its shareholders. The Company
publishes a concise summary
financial statement as well as its
full report and accounts. The full
report and accounts are available
to shareholders upon request.
The full report and accounts are
also accessible via the Company’s
website at www.lauraashley.com.
Shareholders also have direct
access to the Company through
its free shareholder information
telephone service.
All shareholders have an opportunity
to put questions to the Company at
the AGM.
going concern
The Board is of the opinion that
the Group will have sufficient funding
to meet its working capital needs.
As a result, the Directors consider it
appropriate to prepare the financial
statements on a going concern basis.
as at 11 April 2006
A resolution proposing the
reappointment of Chantrey Vellacott
DFK LLP as auditors to the Company
and to authorise the Directors to
determine their remuneration will
be put to the AGM.
kept up to date and aware of
changes that will impact on their
area of operation.
significant interests
auditors
17
directors’ report continued
supplier payment policy
The Group’s policy on payment
practices is as follows:
1) terms of payment will be agreed
with suppliers when opening an
account with them;
2) each supplier will be made fully
aware of such terms;
3) for major contracts, payment
terms will be agreed on an individual
transaction basis; and
4) to comply with payment terms
agreed for existing and new accounts
when the Group is satisfied that the
supplier has provided goods or
services in accordance with the
agreed terms. Copies of the
Group’s standard payment terms,
incorporated into its standard
trading terms and conditions, may
be obtained from the Registered
Office during normal working hours.
18
The Group’s trade payables days
figure at 28 January 2006 (based
on the ratio of the aggregate of
the amounts owed to suppliers at
such date to the aggregate of the
amounts invoiced by suppliers during
the financial year) was equivalent
to 38 days (2005: 41 days). The
Company had no trade payables
at 28 January 2006.
directors’ responsibilities
The Directors are required by
company law to prepare financial
statements for each financial year
which give a true and fair view of the
state of affairs of the Company and
of the Group as at the end of the
financial year and of the profit or
loss, total recognised gains or
losses and cash flows of the
Group for that period.
The Directors confirm that suitable
accounting policies have been used
and applied consistently and that
reasonable and prudent judgements
and estimates have been made in
the preparation of the financial
statements for the 52 weeks ended
28 January 2006.
The Directors also confirm that
applicable accounting standards
have been followed.
The Directors are responsible for
keeping proper accounting records
which disclose with reasonable
accuracy at any time the financial
position of the Company and to
enable them to ensure that the
financial statements comply with the
Companies Act 1985 (the ‘Act’). They
are also responsible for safeguarding
the assets of the Company and of
the Group and for taking reasonable
steps to prevent and detect fraud
and other irregularities.
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.
authority to allot shares
The Act provides that the directors
of a company may not allot shares
unless empowered to do so by the
shareholders. The Board is proposing
the adoption of Resolution 8 as
special business in the Notice of
the 2006 AGM set out on pages
56 and 57, so as to give the Directors
unconditional authority to allot
ordinary shares up to an aggregate
nominal value of £12,309,583.57,
representing 33% of the issued share
capital at 11 April 2006. The Directors
have no present intention to issue
any such ordinary shares.
The Act also provides that, unless
shareholders otherwise consent,
new shares allotted for cash must be
offered to shareholders in proportion
to their existing holdings. Resolution
9, to be proposed as special
business, authorises the Directors
to allot equity securities for cash
otherwise than on a pro rata basis
up to an aggregate nominal value
of £3,730,176.84, equal to 10% of
the nominal value of the issued
share capital of the Company at
11 April 2006. Resolution 9 also
authorises the Directors, in the
case of rights issues, open offers or
otherwise to ordinary shareholders,
to allot shares where necessary other
than strictly in accordance with the
pre-emptive provisions set out in
the Act – for example, where
shareholders are resident in foreign
jurisdictions which prohibit the
shares being offered to them.
Section 166 of the Act. This power
will only be exercised if and when,
in the light of market conditions
prevailing at the time, the Directors
are of the belief that such purchases
would increase earnings per share
and would be for the benefit of
the shareholders in general. The
Company has no present intention
to purchase its own shares.
Pursuant to the Act, the Company
has the choice of either cancelling
repurchased shares or holding them
as treasury shares (or both). Shares
held in treasury may be subsequently
sold for cash, but all rights attaching
to them including voting rights and
the right to receive dividends are
suspended while they are held in
treasury.
If this resolution is adopted, the
powers conferred by it will continue
until the conclusion of the next
AGM or 15 months from the date
of passing the resolution, whichever
is the earlier.
action to be taken
authority to purchase
own shares
By order of the board
David R Cook
Secretary
11 April 2006
ACA
The Notice of the AGM 2006
also includes Resolution 10 to be
proposed as a special business,
authorising the Directors to make
market purchases of the ordinary
shares in the Company, up to a
maximum of 15% of the issued
share capital of the Company as at
11 April 2006 in accordance with
You will find enclosed a Form of
Proxy for use by each shareholder at
the AGM. Whether or not you intend
to be present at the meeting, you are
requested to complete and sign the
Form of Proxy in accordance with the
instructions thereon, and to return it
as soon as possible but in any event
so as to arrive at the Company
Registrars by 2.00 pm on 14 June
2006. The completion and return of
a Form of Proxy will not preclude you
from attending the AGM and voting
in person should you so wish.
Similar resolutions to those
described above were passed at
the last AGM. If these resolutions
are adopted the powers conferred
by them will continue until the
conclusion of the next AGM or 15
months from the date of passing the
resolutions, whichever is the earlier.
19
report on corporate governance
compliance
The Board endorses The Combined
Code on Corporate Governance
(the ‘Code’). During the financial
year the Company has complied
with the provisions set out in the
Code, except to the extent
disclosed below.
the board
The Board is composed of the
Chairman, six non-Executive
Directors and one Executive Director,
who is the Chief Executive Officer
of the Company.
The Board has five scheduled
meetings per year, but meets more
frequently when business requires,
and has full and timely access to all
relevant information to enable it to
carry out its duties. The Chairman
encourages full attendance at Board
and Committee meetings.
20
The Board is responsible for the
overall performance of the Group,
which includes the broad strategic
direction, development and control
of the Group. Policies and strategies
are devised by the Board for the
areas of operations, finance, ethics,
environment, health and safety.
More detailed considerations to do
with the running of the day-to-day
business of the Company are
delegated to the Management
Committee under the leadership
of the Chief Executive Officer. The
Board governs the Management
Committee by regularly monitoring
the implementation of strategy and
policy decisions to ensure that the
operation of the Company is at
all times in line with Company
objectives.
The Board has regular contact with
the Company Secretary for his
services and advice. The Company
Secretary is responsible for advising
the Board on corporate governance
matters and ensuring that Board
procedures are followed and that
applicable rules and regulations are
complied with. The Board also has
access to professional advice within
the Company and externally. This
advice is sought via the Company
Secretary. The appointment or
removal of the Company Secretary
is decided by the Board as a whole.
The Chairman’s main function is to
manage the Board to ensure that the
Company is run in the best interest
of its shareholders. It is also the
Chairman’s responsibility to ensure
the Board’s integrity and
effectiveness.
non-executive directors /
board independence
The Company is fortunate in having
the services of its non-Executive
Directors who provide an important
contribution to the strategic
development of the Group.
The non-Executive Directors have
access to the Chairman if they wish
to discuss specific issues regarding
the performance of the Executive
Director. Where required, meetings
between non-Executive Directors
without the presence of the
Chairman or the Executive Director
can easily be convened.
As the Company is deemed a small
company under the provisions of the
Code, the applicable requirement
is that there are at least two
independent non-Executive Directors
on the Board. The Board is of the
view that Mr David Walton Masters,
Mr Roger Bambrough and Ms Sally
Kealey are independent Directors
and accordingly are able to provide
an independent view on matters
discussed and decisions taken at
Board level. The Board recognises
Mr David Walton Masters as the
Senior Independent Director.
Mr Motoya Okada is a representative
of Aeon Co. Limited, a major
shareholder in the Company.
As part of a subscription exercise
that was undertaken in May 1998,
a Continuing Relationship
Agreement was entered into
between the Company, MUI
Asia Limited (a 100% subsidiary of
Malayan United Industries Berhad)
and Malayan United Industries
Berhad (‘the MUI Group’). The
Agreement gives the MUI Group
the right to appoint directors to the
Board. The MUI Group is currently
entitled to appoint three directors
and their replacements. Tan Sri Dr
Khoo Kay Peng, Ms Sally Cheong
Siew Mooi and Mr Andrew Khoo are
the Directors appointed in fulfilment
of this right.
directors’ elections
Any new Director appointed during
the year is required, under the
provisions of the Company’s Articles
of Association, to retire and seek
election by shareholders at the next
AGM. The Articles also require that
one third of the Directors retire
by rotation each year and seek
re-election at the AGM. The
Directors required to retire will be
those in office longest since their
previous re-election and this will
usually mean that each Director
retires at least once in every three
years, although there is no absolute
requirement to this effect. In order
to fully comply with the Code, it is
the Company’s policy that every
Director should submit themselves
for re-election at least once in every
three years.
The Directors who will be seeking
re-election at the AGM this year
have been appraised by the
Chairman of the Company, who
believes that these persons have
contributed effectively to the Board
and are committed to the best
interests of the Company.
directors’ attendance
board meetings
number of
number of
meetings
meetings
convened
attended
audit
committee meetings
number of
number of
meetings
meetings
convened
attended
remuneration
committee meetings
number of
number of
meetings
meetings
convened
attended
nomination
committee meetings
number of
number of
meetings
meetings
convened(5)
attended
Tan Sri Dr
Khoo Kay Peng
6
6
–
–
1
1
0
0
Masters
6
6
6
6
1
1
–
–
Mr Motoya Okada
6
1
6
1
1
0
–
–
6
6
–
–
–
–
–
–
6
5
6
3
–
–
0
0
6
6
6
6
–
–
0
0
6
6
–
–
1
0
0
0
4
4
–
–
–
–
–
–
6
3
6
3
1
1
–
–
6
1
6
1
–
–
–
–
Mr David Walton
Ms Lillian Tan
Lian Tee
Ms Sally Cheong
Siew Mooi
(1)
Mr Roger
Bambrough
(2)
Ms Sally Kealey
Mr Andrew Khoo
(3)
Mr Yoichi Kimura
(alternate to
Mr Motoya Okada)(4)
Mr Tsutomu Kajita
(alternate to
Mr Motoya Okada)(4)
results were then discussed at a
Board meeting.
(2)
Ms Sally Kealey was appointed a member of
the Remuneration Committee on 27 April 2005.
board committees
(3)
Mr Andrew Khoo was appointed Director on
27 April 2005.
(4)
Mr Tsutomu Kajita replaced Mr Yoichi Kimura
as Mr Motoya Okada’s alternate Director on
6 December 2005.
(5)
There were no Nomination Committee
meetings held during the year.
This year the Board undertook its
first performance evaluation exercise
to review its effectiveness as a whole.
The exercise involved the completion
of a questionnaire by each Director.
The completed questionnaires were
reviewed by the Chairman together
with the Company Secretary. The
All Board Committees have their
own terms of reference which are
available from the Company
Secretary upon request.
nomination committee
The Nomination Committee, the
membership and quorum of which
The members of the Nomination
Committee during the year were
(Chairman), Mr Roger Bambrough,
Ms Sally Kealey and Ms Sally
Cheong Siew Mooi.
board performance
evaluation
The Board has delegated specific
responsibilities to the Audit,
Nomination and Remuneration
Committees. The Board considers
that all the members of each
Committee have the appropriate
experience and none of them has
an interest which conflicts with their
positions on the Committees.
is a majority of non-Executive
Directors, meets as required to
decide and give recommendations
to the Board on all matters relating
to the selection, number,
appointment and removal
of Executive and non-Executive
Directors to the Board. The
recommendations of the Nomination
Committee are then put to the full
Board, which considers them before
any appointment is made. External
search consultancies or open
advertising have not been used
in the appointment of Directors.
(1)
Ms Sally Cheong Siew Mooi was appointed
a member of the Nomination Committee on
27 April 2005.
21
report on corporate governance continued
remuneration committee
The Remuneration Committee
meets at least once a year and
is responsible for advising on the
remuneration policy for Directors
only. The Remuneration Committee
considers any remuneration package
before it is offered to a potential
appointee. It does not set or monitor
the level or structure of remuneration
for members of senior management.
Members of the Remuneration
Committee during the year were
(Chairman), Mr David Walton
Masters, Mr Motoya Okada and
Ms Sally Kealey.
Details of the level and composition
of the Directors’ remuneration are
disclosed in the Remuneration
Report on page 26.
audit committee
The Audit Committee meets at
least three times a year. The Chief
Executive Officer, Chief Financial
Officer, Head of Internal Audit and
the Company’s external auditors
attend meetings of the Committee
at the invitation of the Committee’s
Chairman.
22
The members of the Audit
Committee during the year
were Mr David Walton Masters
(Chairman), Mr Motoya Okada,
Ms Sally Cheong Siew Mooi and
Mr Roger Bambrough.
The Audit Committee undertakes
a number of duties to ensure the
satisfactory discharge of its
responsibilities. It is the duty of
the Committee to ensure that the
integrity of financial statements of
the Company is duly monitored
which involves the review of all
financial statements which relate
to the Company’s performance. It
assists the Board in ascertaining that
the Group’s financial systems provide
accurate information on its financial
position and that its published
financial statements represent a true
and fair reflection of this position.
The Committee is also responsible
for regularly reviewing the
effectiveness of the Company’s
internal controls. The Committee
has regular dialogues with the Head
of Internal Audit and is involved in
the assessment and implementation
of any internal audit plan.
The Committee has primary
responsibility for making a
recommendation on the
appointment, re-appointment and
removal of external auditors. The
Committee meets regularly with
external auditors for the purpose
of discussing matters relating to
financial reporting and internal
controls of the Company. It also
assists the Board in ensuring that
appropriate accounting policies,
internal controls and compliance
procedures are in place and in
assessing the cost effectiveness,
independence and objectiveness
of the external auditors.
The Audit Committee Chairman
reports verbally to the Board on the
main issues of any Audit Committee
meeting held immediately prior to
the relevant Board meeting. The
finalised Audit Committee meeting
minutes are circulated to Board
members for their information.
internal control
The Board acknowledges that it is
responsible for the Group’s system
of internal control and for reviewing
its effectiveness. Such a system is
designed to manage rather than
eliminate the risk of failure to achieve
business objectives and can only
provide reasonable and not absolute
assurance against material
misstatement or loss. The Board
audits and monitors the headline
issues of health and safety,
environment, ethics and risk
management.
The Directors have sought to
establish clear operating procedures,
lines of responsibility and delegated
authority. In particular, procedures
exist for:
• monthly financial reporting, within
an annual budgeting and annual
forecasting process;
• maintaining day-to-day financial
control of operations between
a framework of defined financial
policies and procedures on key
business activities;
• business wide risk management
policy and standards;
• procedures for planning, approving
and monitoring major projects; and
• regular performance monitoring,
with remedial action taken where
necessary.
The Board considers the AGM to
be an opportunity to meet and
communicate with private investors,
giving shareholders the opportunity
to raise with the Board any issues
or concerns they may have. The
Chairmen of the Audit, Nomination
and Remuneration Committees will
be available at the AGM to answer
any queries raised. In accordance
with the Code, the Company will
provide an indication at the AGM of
the level of proxies lodged on each
resolution. All shareholders have
direct access to the Company and
receive a copy of the full report
and accounts which contains the
complete financial statements of the
Company. At the AGM, shareholders
are given the opportunity to express
their views and ask question
pertaining to the Company and
its businesses.
At regular intervals, both the Board
and the Audit Committee consider
a risk management update report
which gives an assessment on
whether the internal control elements
for risk management have been
met. The Board believes that the
information provided in such updates
is in accordance with the Turnbull
Guidance.
The Company seeks to maintain
good communications with
shareholders. The Laura Ashley
website provides up-to-date
information on the Group. The
Company endeavours to despatch
the Notice of AGM at least 20
working days before the meeting.
In addition, the Board also takes
the necessary steps to ensure that
reviews are carried out on the various
systems of internal control that are
currently in place throughout the
Company. The Company has a
whistle-blowing policy, which
has been communicated to all
Group employees. This policy
enables employees to raise
any concerns that they have
in confidence, on methods of
financial reporting or other matters.
relations with shareholders
23
directors’ remuneration report
remuneration committee
The remuneration of all Directors
is determined by the Remuneration
Committee. The membership of the
Committee comprises entirely of
non-Executive Directors. The current
members of the Remuneration
Committee are Tan Sri Dr Khoo Kay
Peng, Mr David Walton Masters,
Mr Motoya Okada and
Ms Sally Kealey.
policy on remuneration
of directors
The Remuneration Committee sets
the overall policy on remuneration
and other terms of employment of
Directors. It does not set or monitor
the level or structure of remuneration
for members of senior management.
The Remuneration Committee aims
to ensure that the remuneration
packages offered are competitive
and designed to attract, retain
and motivate directors of the
right calibre.
24
Remuneration for non-Executive
Directors consists of fees for their
services in connection with Board
and Committee meetings. These
fees are agreed by the Board
without the involvement of the
non-Executive Directors concerned.
Non-Executive Directors do not
participate in any Group pension
or share option schemes.
The Remuneration Committee
takes account of remuneration
and benefits information in the
marketplace when assessing pay
and benefits within the Group.
the main components
The main remuneration components
are:
i) basic salary or fees
Basic salary or fees for each Director
is determined by the Remuneration
Committee, taking into account the
performance of the individual and
information from independent
sources on the rates of salary for
similar posts.
ii) annual bonus
The Company did not consider it
appropriate to have a bonus scheme
in place for the financial year on
which it is reporting.
iii) share options
No options were granted to any
Director during the financial year.
company policy on
contracts of service
No Executive Director of the
Company has a notice period in
excess of 12 months under the
terms of his or her service contract.
There are no Executive Directors’
service contracts containing
provisions for pre-determined
compensation on termination
which exceeds one year’s salary
and benefits in kind. Non-Executive
Directors do not have service
contracts with the Company,
but the current non-Executive
Directors generally have letters
of appointment for a period of
either two or three years.
expiry date
Tan Sri Dr Khoo
Kay Peng
Ms Sally Cheong
Siew Mooi
February 2008
September 2008
Mr David
Walton Masters
May 2007
Mr Motoya Okada
June 2007
Mr Roger Bambrough
Ms Sally Kealey
Mr Andrew Khoo
July 2008
October 2006
April 2008
All the Directors are subject to
retirement by rotation.
company policy on
external appointments
audited information
are paid into nominated private
pension schemes.
The Company recognises that its
Directors are likely to be invited to
become non-executive directors of
other companies and that exposure
to such non-executive duties can
broaden experience and knowledge,
which will benefit the Group.
Executive Directors are, therefore,
subject to approval of the
Company’s Board, allowed to accept
non-executive appointments, as long
as these are not with competing
companies and are not likely to lead
to conflicts of interest. Executive
Directors are allowed to retain
the fees paid.
company pensions
policy regarding
executive directors
The Chief Executive Officer is
the only Executive Director of the
Company and pension contributions
taxable benefits
Executive Directors are entitled to
a range of taxable benefits which
include the provision of a company
car and payment of its operating
expenses (or a cash alternative),
housing allowance and private
medical insurance.
The details of the Directors’
shareholding interests and
remuneration in the financial
year ended 28 January 2006
as disclosed on pages 26 and 27
have been audited by the Group’s
external Auditors.
performance graph
The following graph shows the
Company’s performance, measured
by total shareholder return,
compared with the performance
of the FTSE General Retail Index
for the period 1 February 1999 to
27 January 2006.
The Remuneration Committee has
selected the above index, as it is
most relevant for a company of
Laura Ashley’s size and sector.
200
180
160
140
120
100
80
60
20
ftse all-share general retailers
Laura Ashley total shareholder return
0
1999
2000
2001
2002
2003
2004
2005
40
25
directors’ remuneration report continued
directors’ emoluments
The figures below represent emoluments earned as Directors during the relevant financial year and relate to the
period of each Director’s membership of the Board. Such emoluments are normally paid in the same financial year.
Benefits incorporate all benefits assessable to tax arising from employment by the Company.
salary
and fees
£000
benefits
£000
bonus
£000
137
27
–
36(1)
–
–
–
–
137
27
–
36
other
£000
2006
total
£000
2005
total
£000
200
14
–
342
200
356
Executive directors
Ms Lillian Tan Lian Tee
Former Directors
Sub-total
(1)
Non-executive directors
100
–
–
–
100
100
Mr David Walton Masters
30
–
–
–
30
30
Ms Sally Cheong Siew Mooi
10
–
–
–
10
10
Mr Motoya Okada
30
–
–
–
30
30
Mr Roger Bambrough
10
–
–
–
10
5
–
–
–
–
–
–
Mr Yoichi Kimura (alternate)
10
–
–
–
10
3
Mr Andrew Khoo
Ms Sally Kealey
8
–
–
–
8
–
Mr Tsutomu Kajita (alternate)
–
–
–
–
–
–
Former Directors
–
–
–
–
–
41
198
–
–
–
335
27
–
469
55
–
Sub-total
Total current year
Total prior year
198
219
36
(1)
398
575
51
(1)
575
557
notes
26
(1)
This represents a housing allowance.
Each Director was a member of the Board for the whole year, with the exception of Mr Andrew Khoo who joined
the Board on 27 April 2005 and Mr Tsutomu Kajita who replaced Mr Yoichi Kimura as Mr Motoya Okada’s alternate
on 6 December 2005.
directors’ shareholdings
The interests of the Directors in the
shares of the Company are shown
below:
28 January
2006
29 January
2005
Tan Sri Dr Khoo
Kay Peng
181,445,822* 181,445,822*
Mr David
Walton Masters
1,718,750
1,718,750
250,000
250,000
Ms Sally Cheong
Siew Mooi
Ms Sally Kealey
resolution
A resolution for shareholders to
approve the Directors’ Remuneration
Report will be put forward at the
AGM.
On behalf of the board
David Walton Masters
Deputy Chairman
Ms Lillian Tan
Lian Tee
The Company’s Register of Directors’
Interests, which is open to inspection
at the Registered Office, contains full
details of Directors’ share interests.
100,000
100,000
775
775
11 April 2006
* Bonham Industries Limited, KKP Holdings
Sdn. Bhd. and Soo Lay Holdings Sdn. Bhd.
are each interested in these shares.
All interests in share capital
were held as beneficial interests.
Mr Motoya Okada, Mr Yoichi Kimura
(alternate Director), Mr Tsutomu
Kajita (alternate Director), Mr Andrew
Khoo and Mr Roger Bambrough did
not have any interests in the issued
share capital of the Company at any
time during the financial year.
directors’ share options
No Director had any options over
shares in the capital of the Company
at any time during the financial year.
Further information regarding share
options is given in Note 33 to the
Accounts.
The middle market price of an
ordinary share at 28 January 2006
was 12.25 pence and the range
during the financial year was 9.75
pence to 17.00 pence.
ordinary shares under option
27
independent auditors’ report
to the shareholders of Laura Ashley Holdings plc
We have audited the group and
parent company financial statements
(the ‘financial statements’) of Laura
Ashley Holdings plc for the year
ended 28 January 2006 which
comprise the group income
statement, the group and parent
company balance sheets, the group
and parent company statements of
changes in shareholders’ equity, the
group and parent company cash flow
statements and the related notes.
These financial statements have
been prepared under the accounting
policies set out therein. We have
also audited the information in the
directors’ remuneration report that
is described as having been audited.
28
This report is made solely to the
company’s members, as a body, in
accordance with section 235 of the
Companies Act 1985. Our audit
work has been undertaken so that
we might state to the company’s
members those matters we are
required to state to them in an
auditors’ report and for no other
purpose. To the fullest extent
permitted by law, we do not accept
or assume responsibility to anyone
other than the company and the
company’s members as a body, for
our audit work, for this report, or
for the opinions we have formed.
respective responsibilities
of directors and auditors
The directors’ responsibilities for
preparing the annual report, the
and the financial statements in
accordance with applicable law
and International Financial
Reporting Standards as adopted
by the European Union are set
out in the statement of directors’
responsibilities.
Our responsibility is to audit the
financial statements and the part
of the directors’ remuneration report
that is required to be audited,
in accordance with relevant legal
and regulatory requirements and
International Standards on Auditing
(UK and Ireland).
We report to you our opinion as
to whether the financial statements
give a true and fair view and whether
the financial statements and the part
that is required to be audited
have been properly prepared in
accordance with the Companies
Act 1985 and Article 4 of the IAS
Regulation. We also report to you
if, in our opinion, the directors’
report is not consistent with the
financial statements, if the group
has not kept proper accounting
records, if we have not received all
the information and explanations we
require for our audit, or if information
specified by law regarding directors’
remuneration and other transactions
is not disclosed.
We review whether the report on
corporate governance reflects the
company’s compliance with the
nine provisions of the 2003 FRC
Combined Code specified for our
review by the Listing Rules of the
Financial Services Authority and
we report if it does not. We are
not required to consider whether
the board’s statements on internal
control cover all risks and controls,
or form an opinion on the
effectiveness of the group’s
corporate governance procedures
or its risk and control procedures.
We read other information contained
in the annual report and consider
whether it is consistent with the
audited financial statements. This
other information comprises only
the chairman’s statement, the chief
executive officer’s statement, the
operating and financial review, the
directors’ report, the unaudited part
and the group financial record. We
consider the implications for our
report if we become aware of any
apparent misstatements or material
inconsistencies with the financial
statements. Our responsibilities do
not extend to any other information.
basis of audit opinion
We conducted our audit in
accordance with International
Standards on Auditing (UK and
Ireland) issued by the Auditing
Practices Board. An audit includes
examination, on a test basis, of
evidence relevant to the amounts
and disclosures in the financial
statements and the part of the
directors’ remuneration report that
is required to be audited. It also
includes an assessment of the
significant estimates and judgements
made by the directors in the
preparation of the financial
statements, and of whether the
accounting policies are appropriate
to the group’s circumstances,
consistently applied and adequately
disclosed.
In our opinion;
• the group financial statements give
a true and fair view, in accordance
with International Financial
Reporting Standards as adopted
by the European Union, of the
state of the group’s affairs
as at 28 January 2006 and its
profit for the year then ended;
• the parent company financial
statements give a true and
fair view, in accordance with
International Financial Reporting
Standards as adopted by the
European Union and as applied
in accordance with the provisions
of the Companies Act 1985, of
the state of the parent company’s
affairs as at 28 January 2006; and
• the financial statements and the
part of the directors’ remuneration
report that is required to be
audited have been properly
prepared in accordance with the
Companies Act 1985 and Article
4 of the IAS Regulation.
Chantrey Vellacott DFK LLP
Chartered Accountants
Registered Auditors
London
11 April 2006
We planned and performed
our audit so as to obtain all the
information and explanations which
we considered necessary in order to
provide us with sufficient evidence to
give reasonable assurance that the
financial statements and the part of
the directors’ remuneration report
that is required to be audited are
free from material misstatement,
whether caused by fraud or other
irregularity or error. In forming our
opinion we also evaluated the overall
adequacy of the presentation of
information in the financial
statements and the part of the
that is required to be audited.
opinion
29
accounting policies
basis of accounting
and consolidation
The financial statements have been
prepared under the historical cost
convention, in accordance with IFRS
and IFRIC and with those parts of the
Companies Act 1985 applicable to
companies reporting under IFRS.
The financial statements of the
Group include the results of
Laura Ashley Holdings plc and
its subsidiaries and associated
companies. The results of any
subsidiary companies acquired or
disposed of during the reporting
period are included in the Group
income statement from the effective
date of acquisition to the date of
disposal.
associated companies
Associated companies are those
undertakings, other than subsidiaries,
in which the Group holds a long-term
participating interest and exerts
significant influence. The Group’s
share of the profits less losses of
its associated companies are shown
in the Group income statement.
The investment in its associated
companies are stated at the Group’s
share of net assets less provisions.
30
Where the accounting policies of
the associated companies do not
necessarily conform in all respects to
those of the Group, adjustments are
made on consolidation where the
amounts involved are material to
the Group.
revenue
Revenue, which excludes value
added taxes, represents the amounts
receivable from customers for goods
supplied and royalties and other
similar income.
Royalty income is accounted for on
an accruals basis to the extent that
the expectation of such income can
be reasonably quantified.
financial instruments
Short-term receivables and payables
are not treated as financial
instruments.
The Group does not hold or issue
derivative financial instruments for
trading purposes.
The principal derivative instruments
used by the Group are forward
exchange contracts, although
occasionally swaps may also be
used. The Group does not enter
into speculative derivative contracts.
Forward exchange contracts are
used for hedging purposes to
minimise the underlying exposure
of the Group in accordance with the
Group’s risk management policies.
The costs and benefits arising from
arrangements to mitigate the effect
of exchange rate fluctuations on the
results are dealt with in the income
statement in the period in which the
related exposure arises.
currency translation
Transactions denominated in foreign
currencies are recorded at the
budgeted rates of exchange for
the period.
The income statements of subsidiary
companies operating outside the
United Kingdom (‘the UK’) are
translated into sterling using average
rates of exchange for the period.
The net assets of such companies are
translated into sterling at the rates of
exchange prevailing at the balance
sheet date.
Exchange differences that relate
to the translation of net assets of
overseas companies and to foreign
currency borrowings to the extent
that these provide a balance sheet
hedge, together with any tax
thereon, are taken directly to
reserves.
Monetary assets and liabilities
denominated in foreign currencies
are translated at the rates of
exchange prevailing at the balance
sheet date.
The principal lives used are:
Freehold buildings
and long leasehold
property
50 years
Short leasehold
property
Period of lease
Leasehold
improvements
Period of lease
Plant and
machinery
Vehicles
All transactional exchange
differences are taken to the income
statement.
leased assets
10 years
5 years
Fixtures, fittings and equipment:
Computer systems
5 years
Shop fixtures
and fittings
5 years
Assets held under finance leases are
capitalised and depreciated in the
same manner as owned assets.
Resulting lease obligations are
included in other payables and the
interest element of rental payments
is charged to the income statement.
Other equipment,
fixtures and fittings
Rentals payable under operating
leases are charged to the income
statement, as incurred, over the
lease term.
Software development costs are
capitalised as computer system
expenditure.
provisions
Depreciation of property, plant and
equipment is calculated at rates
estimated to write off the cost of the
relevant assets, less any estimated
residual value, by equal amounts
over their expected useful lives.
payments on account and
assets under construction
In the course of capital projects
where costs are incurred for
payments on account and assets
under construction or installation
of equipment, they are not subject
to depreciation until they are
reclassified after their completion.
reverse premiums
Reverse premiums received on
the inception of lease agreements
are released to the income statement
over the period of the lease.
intangible assets
Expenditure on intellectual property
rights is amortised over the terms of
the license.
property, plant
and equipment
Key money on properties, which is
paid in certain European countries,
is written down by 25% over 10 years,
to its estimated recoverable amount.
Provisions are recognised when the
Group has a present obligation (legal
or constructive) as a result of a past
event; it is probable that a transfer of
economic benefits will be required to
settle the obligation; and a reliable
estimate can be made of the amount
of obligation. Unless these
conditions are met, no provision
is recognised.
5 to 10 years
31
accounting policies continued
investment in group
undertakings
Investment in Group undertakings is
stated at cost less provision for any
impairment in value.
inventories
Inventories are valued at the lower
of average cost and net realisable
value.
The cost of Group manufactured
products includes attributable
overheads based on a normal level
of activity. Net realisable value is the
price at which stocks can be sold in
the normal course of business after
allowing for the costs of realisation
and, where appropriate, the cost of
conversion from their existing state
to a finished state.
deferred taxation
Full provision is made for deferred
taxation on all timing differences
which have arisen but have not
reversed at the balance sheet date,
except as follows:
32
No provision is made for taxation
liabilities which would arise on the
distribution of profits retained by
overseas subsidiaries, as there is
no intention that such profits will be
remitted in the foreseeable future.
Deferred tax is not recognised on
timing differences arising when
non-monetary assets are revalued
unless there is a binding agreement
to sell such an asset or the gain or
loss expected to arise has been
recognised.
pensions
The Group operates various
pension schemes for its permanent
employees. For the UK defined
benefit scheme, an independent
actuary completes a valuation
every three years, and in accordance
with their recommendations,
contributions are paid to the scheme
so as to secure the benefits as set
out in the rules. The operating and
financing costs of the scheme are
recognised in the income statement.
The shortfall in the fair value of the
plan assets as compared to the
benefit obligation, adjusted for any
unrecognised actuarial gains or
losses, is provided in full in the
balance sheet.
Cumulative actuarial gains and
losses in excess of the greater
of 10% of the assets or 10% of
the obligations of the plan are
recognised in the income statement
over the remaining average service
lives of the employees of the related
plan, on a straight-line basis.
sources of estimation
uncertainty
The preparation of the financial
statements requires the Group to
make estimates, judgements and
assumptions that affect the reported
amounts of assets, liabilities,
revenues and expenses and related
disclosure of contingent assets and
liabilities. The Directors base their
estimates on historical experience
and various other assumptions that
they believe are reasonable under
the circumstances, the results of
which form the basis for making
judgements about the carrying value
of assets and liabilities that are not
readily apparent from other sources.
Actual results may differ from
these estimates under different
assumptions or conditions.
significant judgements
The Group believes that the most
significant critical judgement area
in the application of its accounting
policies is its defined benefit pension
scheme assumptions.
group income statement
for the financial year ended 28 January 2006
notes
Revenue
1
Cost of sales
Gross profit
2006
£m
2005
£m
211.1
238.9
(120.5)
(137.9)
90.6
101.0
Operating expenses
2
(85.2)
(96.3)
3
5.4
4.7
12
0.3
0.4
6
0.4
(0.7)
6.1
4.4
(1.9)
(1.3)
Share of operating profit of associate
Net finance income/(cost)
Profit before taxation
Taxation
7
Profit for the financial year
Earnings per share – basic and diluted
9
4.2
3.1
0.56p
0.42p
The Group’s results shown above are derived entirely from continuing operations.
The comparative Income Statement has been restated to account for the impact of IFRS. See Note 28 for the reconciliation from
UK GAAP to IFRS.
33
balance sheets
as at 28 January 2006
group
company
notes
2006
£m
2005
£m
2006
£m
2005
£m
Property, plant and equipment
11
29.1
31.9
3.2
3.5
Non-current assets
Deferred tax asset
20
3.9
3.9
–
–
Investment in associate
12
3.4
3.5
0.8
0.8
Investment in subsidiaries
13
–
–
99.2
98.5
36.4
39.3
103.2
102.8
Current assets
Inventories
14
35.0
34.9
–
–
Trade and other receivables
15
22.7
23.1
20.0
9.6
22.1
16.1
8.6
8.4
79.8
74.1
28.6
18.0
116.2
113.4
131.8
120.8
1.9
2.0
–
–
Cash and cash equivalents
Total assets
Current liabilities
Current tax liabilities
Bank borrowings
16
–
0.9
–
–
Obligations under finance leases
17
0.3
0.3
0.3
0.3
Trade and other payables
18
41.3
36.7
2.5
2.6
43.5
39.9
2.8
2.9
Non-current liabilities
34
Bank borrowings
16
–
4.6
–
–
17
0.2
0.5
0.2
0.5
Retirement benefit liabilities
27
13.3
13.3
–
–
Provisions and other liabilities
20
0.2
0.2
0.5
0.3
13.7
18.6
0.7
0.8
Total liabilities
57.2
58.5
3.5
3.7
Net assets
59.0
54.9
128.3
117.1
37.3
37.3
37.3
37.3
86.4
86.4
86.4
86.4
Equity
Share capital
Share premium
Own shares
21
(0.8)
(0.8)
(0.8)
(0.8)
Retained earnings
(63.9)
(68.0)
5.4
(5.8)
Total equity
59.0
54.9
128.3
117.1
The comparative Balance Sheets have been restated to account for the impact of IFRS. See Notes 29 and 30 for the reconciliation
from UK GAAP to IFRS.
The financial statements on pages 30 to 53 were approved by the Board on 11 April 2006 and signed on its behalf by:
David Walton Masters Deputy Chairman
Lillian Tan Lian Tee Chief Executive Officer
statement of changes in shareholders’ equity
Balance as at 1 February 2004
Adoption of IAS 19
Restated
Profit for the financial year ended 29 January 2005
share
capital
£m
share
premium
£m
own
shares
£m
retained
earnings
£m
total
equity
£m
37.3
86.4
(0.8)
(62.0)
60.9
–
–
–
(9.0)
(9.0)
37.3
86.4
(0.8)
(71.0)
51.9
–
–
–
Adoption of IAS 19
Exchange differences on translation of investments
3.5
3.5
(0.4)
(0.4)
–
–
–
(0.1)
(0.1)
37.3
86.4
(0.8)
(68.0)
54.9
Profit for the financial year ended 28 January 2006
–
–
–
4.2
4.2
Exchange differences on translation of investments
–
–
–
(0.1)
(0.1)
37.3
86.4
(0.8)
(63.9)
59.0
Balance as at 29 January 2005
Balance as at 28 January 2006
35
group cash flow statement
notes
2006
£m
2005
£m
22
16.0
7.2
Corporation tax paid
(1.8)
(0.8)
0.3
(0.3)
14.5
6.1
Purchase of property, plant and equipment
(3.3)
(3.8)
Sale of property, plant and equipment
0.5
1.6
Operating activities
Cash generated from operations
Investing activities
Net cash received from associate
0.1
0.1
(2.7)
(2.1)
Loan repaid
(5.5)
(1.8)
Payment of finance lease obligations
(0.3)
(1.2)
(5.8)
(3.0)
6.0
1.0
12
Financing activities
Net increase in cash and cash equivalents
Under IFRS, cash flows are categorised under three separate headings rather than the seven under UK GAAP. Apart from presentation,
there are no material differences between the cash flow statement under IFRS and the cash flow statement under UK GAAP.
reconciliation of net cash flow to
movement in net funds
2006
£m
2005
£m
Net increase in cash and cash equivalents
6.0
1.0
Cash inflow from changes in loans and leases
5.8
3.0
Change in net funds resulting from cash flows
11.8
4.0
–
(1.0)
11.8
3.0
9.8
6.8
21.6
9.8
notes
36
New finance leases
Change in net funds during the financial year
Net funds at the beginning of the financial year
Net funds at the end of the financial year
23
notes to the financial statements
1
segmental analysis
revenue
2006
£m
Retail
Non-retail
net assets
2006
£m
revenue
2005
£m
net assets
2005
£m
183.4
43.0
206.5
47.4
27.7
16.0
32.4
7.5
211.1
59.0
238.9
54.9
Branch contribution
Retail
Non-retail
Indirect overhead costs
18.0
18.5
8.3
9.0
26.3
27.5
(20.9)
(22.8)
5.4
4.7
Share of profit of associate
0.3
0.4
0.4
(0.7)
6.1
4.4
Retail revenue reflects sales through Laura Ashley’s managed stores, Mail Order and E-Commerce.
Non-retail revenue includes Licensing, Franchising and Manufacturing.
Branch contribution is stated after deducting direct operating expenses, buying, marketing and administrative costs.
2006
£m
2005
£m
183.4
207.2
6.8
8.0
Revenue by destination
UK and Ireland
Continental Europe
Other
23.7
238.9
2006
£m
2005
£m
Distribution costs
(69.1)
(76.1)
Administrative expenses
(16.1)
(20.2)
(85.2)
(96.3)
2
operating expenses
20.9
211.1
37
notes to the financial statements continued
3
profit from operations is stated after charging/(crediting):
Depreciation on property, plant and equipment (note 11)
2006
£m
2005
£m
6.1
6.3
Exchange gains
(0.3)
(0.7)
Profit on disposal of property, plant and equipment
(0.3)
(1.0)
19.4
22.4
2.5
2.7
Operating lease and hire charges of:
Property
Others
Auditors’ remuneration
Cost of inventories recognised as an expense
Including: Reversal of provision for inventories obsolescence
Provision for inventories obsolescence
4
0.2
0.3
105.5
122.6
(0.6)
–
–
0.3
2006
number
2005
number
employees
Average number of employees of the Group on a full-time equivalent basis:
Manufacturing
Retail
Administration
Distribution
213
214
1,584
1,745
403
438
125
130
2,325
2,527
2006
£m
2005
£m
Wages and salaries
37.1
42.3
Social security costs
2.9
3.3
Other pension costs
0.3
0.5
40.3
46.1
2006
£m
2005
£m
0.4
0.2
0.6
0.2
0.6
0.8
2006
£000
2005
£000
Staff costs for the financial year:
Key management’s compensation
38
The directors have identified 10 (2005: 14) key management personnel whose compensation was as follows:
Total salaries and benefits of:
Directors
Senior Management
5
directors’ remuneration
Aggregate emoluments
398
575
Company pension contributions for defined benefit scheme
–
–
Company pension contributions for defined contribution scheme
–
–
At 28 January 2006 and 29 January 2005, no retirement benefits were accruing to any Directors under either defined benefit or defined
contribution pension schemes.
During the year ended 28 January 2006 and the year ended 29 January 2005, there were no options exercised by the Directors or
amounts received under long-term incentive schemes.
The information required by the Companies Act 1985 and the Listing Rules of the Financial Services Authority is contained in the
Remuneration Report on pages 24 to 27.
directors’ interests
The interests of the Directors (including alternates) in the shares and share options of the Company are disclosed on page 27.
6
net finance income/(cost)
Finance income
2006
£m
2005
£m
0.7
0.2
Less:
Finance cost relating to bank loans, overdrafts and other loans
(0.2)
(0.5)
Finance leases, hire purchase contracts and pension interest
(0.1)
(0.4)
0.4
(0.7)
2006
£m
2005
£m
7
taxation
UK corporation tax
Current year
Prior years
Relief for overseas tax
1.5
2.2
–
(1.1)
1.5
1.1
–
(0.1)
1.0
0.3
0.1
Tax charge in associate
0.1
0.2
Taxation on profit on ordinary activities
1.9
1.3
Tax reconciliation
2006
£m
2005
£m
6.1
4.4
Tax at 30% (2005: 30%)
1.8
1.3
Adoption of IAS 19
–
0.1
Adjustments to tax in respect of previous periods
–
(1.1)
Rate adjustments relating to overseas profits
0.1
0.1
Expenses not deductible for tax purposes
0.1
1.3
Losses brought forward
(0.3)
(0.1)
(0.1)
Current tax charge for the year
1.9
1.3
8
Laura Ashley Holdings plc – income statement
In accordance with Section 230 of the Companies Act 1985, the Company has not presented its own income statement.
The Company’s profit for the financial year was £0.6 million (2005: loss £7.0 million).
–
Timing differences
1.5
Overseas tax
39
9
earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number
of ordinary shares during the year.
2006
Basic and diluted earnings attributable to ordinary shareholders (£m)
Weighted average number of ordinary shares (‘000) – basic and diluted
Earnings per share
10
2005
4.2
3.1
743,547
743,547
0.56p
0.42p
average
2005
period end
principal exchange rates
average
2006
period end
US Dollar
1.81
1.78
1.83
1.88
Euro
1.46
1.46
1.47
1.45
Japanese Yen
201
207
198
195
plant,
machinery
and vehicles
£m
fixtures,
fittings and
equipment
£m
paid on
account
and under
construction
£m
total
£m
8.3
48.9
0.8
91.6
11
property, plant and equipment
Group
land and buildings
freehold
short leases
£m
£m
Cost
At 30 January 2005
21.6
12.0
Additions
0.4
1.6
–
1.5
–
3.5
Disposals
–
(2.8)
–
(1.8)
–
(4.6)
22.0
10.8
8.3
48.6
0.8
90.5
At 30 January 2005
8.4
4.3
8.0
39.0
–
59.7
Charge for the year
0.3
1.0
0.1
4.7
–
6.1
–
(2.5)
–
(1.9)
–
(4.4)
8.7
2.8
8.1
41.8
–
61.4
At 28 January 2006
13.3
8.0
0.2
6.8
0.8
29.1
At 29 January 2005
13.2
7.7
0.3
9.9
0.8
31.9
At 28 January 2006
Depreciation
Disposals
At 28 January 2006
Net book value
40
The net book value of property, plant and equipment includes an amount of £0.8 million (2005: £1.8 million) in respect of assets
held under finance leases and hire purchase contracts. The depreciation of these assets in the year amounted to £1.0 million
(2005: £1.4 million).
land and
buildings
freehold
£m
fixtures,
fittings and
equipment
£m
total
£m
2.8
1.0
3.8
At 30 January 2005
0.2
0.1
0.3
Charge for the year
0.1
0.2
0.3
At 28 January 2006
0.3
0.3
0.6
At 28 January 2006
2.5
0.7
3.2
At 29 January 2005
2.6
0.9
3.5
Company
Cost
At 28 January 2006 and 30 January 2005
Depreciation
Net Book Value
The net book value of property, plant and equipment includes an amount of £0.7 million (2005: £0.9 million) in respect of assets
held under finance leases and hire purchase contracts. The depreciation of these assets during the year amounted to £0.2 million
(2005: £0.1 million).
12
investment in associate
2006
£m
2005
£m
55.1
56.3
Japan – Laura Ashley Japan Co., Ltd.
Revenue
1.0
1.4
Share of profit before taxation
0.3
0.4
Total assets
25.1
26.4
Total liabilities
(12.3)
(13.1)
Net assets
12.8
13.3
3.4
3.5
Opening balance at 30 January 2005
3.5
3.4
Exchange movements
(0.1)
–
Dividend received
(0.1)
(0.1)
Share of profit after taxation
0.1
0.2
Closing balance at 28 January 2006
3.4
3.5
Share of net assets
Investment in associate:
13
investment in subsidiaries
At 29 January 2005
Addition *
At 28 January 2006
cost
£m
provision
£m
investment
£m
146.6
(48.1)
98.5
0.7
–
0.7
147.3
(48.1)
99.2
* The Company acquired Laura Ashley (Ireland) Limited from Laura Ashley Investments Limited during the financial year ended 28 January 2006.
See note 32 for details of subsidiaries.
Company
The Company's investment in Laura Ashley Japan Co., Ltd. is valued at the cost of acquisition of £0.8 million (2005: £0.8 million).
41
14
inventories
Raw materials and consumables
Work in progress
Finished goods and goods for resale
2006
£m
2005
£m
2.2
2.8
0.4
0.8
32.4
31.3
35.0
34.9
The Company holds no inventories or work in progress.
15
trade and other receivables
group
company
2006
£m
2005
£m
2006
£m
2005
£m
7.5
7.4
–
–
–
–
20.0
9.6
Amounts falling due within one year:
Trade receivables
Amounts owed by subsidiaries
Amounts owed by associate (note 31)
4.1
4.1
–
–
Other receivables
1.3
2.8
–
–
Prepayments and accrued income
16
9.8
8.8
–
–
22.7
23.1
20.0
9.6
2005
£m
2006
£m
2005
£m
bank borrowings
group
2006
£m
company
Amounts payable:
Within one year
–
0.9
–
–
In the second to fifth years inclusive
–
2.9
–
–
After five years – floating rate
42
–
1.7
–
–
–
5.5
–
–
The borrowings at 29 January 2005 comprised floating rate bank borrowings bearing interest at rates based upon NatWest Base Rate
and were all secured over various fixed assets owned by the Group. These bank borrowings were fully settled during the financial year
ended 28 January 2006.
17
obligations under finance leases
group
company
2006
£m
2005
£m
2006
£m
2005
£m
Within one year
0.3
0.3
0.3
0.3
In the second to fifth years inclusive
0.2
0.5
0.2
0.5
0.5
0.8
0.5
0.8
Amounts payable:
There is no material difference between the total of the future minimum lease payments at the balance sheet date and their
present values.
18
trade and other payables
group
Trade payables
Amounts owed to subsidiaries
Social security and other taxes
Other payables
Accruals and deferred income
19
company
2006
£m
2005
£m
2006
£m
2005
£m
19.8
16.2
–
–
–
–
2.4
2.5
–
3.5
3.3
–
13.0
10.0
–
–
5.0
7.2
0.1
0.1
41.3
36.7
2.5
2.6
financial instruments
The Group’s policies as regards derivatives and financial instruments are set out in the accounting policies on page 30, and as
discussed in the Operating and Financial Review on page 13.
a) Interest rate risk
Financial liabilities
Financial liabilities consist of long-term finance leases and loans. See notes 16 and 17 for the maturity profile and rates of interest of
these items.
Financial assets
The Group holds no fixed rate financial assets (2005: £nil).
Floating rate assets of £19.5 million comprise Sterling cash balances on short term deposit (2005: £13.1 million). The remaining cash
balances do not attract interest.
b) Currency profile
The main functional currency of the Group is Sterling. The following analysis of net monetary assets and liabilities shows the Group’s
currency exposures after the effects of any forward contracts used to manage currency exposure.
The amounts shown below represent the transactional exposure that gave rise to net currency gains and losses recognised in the
income statement (see note 3) shown below. Such exposure comprises the monetary assets and liabilities of the Group that are not
denominated in the functional currency of the operating unit involved.
2006
£m
US$
Functional currency of Group operations Sterling
0.3
2006
£m
Euro
(1.0)
net foreign currency
monetary asset/(liability)
2005
£m
US$
2005
£m
Euro
(0.7)
(1.0)
c) Liquidity
Financial liabilities consist of long-term finance leases and loans. See notes 16 and 17 for the maturity profile of these items.
net foreign currency
monetary asset/(liability)
43
19
financial instruments continued
d) fair values of financial instruments
There is no material difference between the book value and the fair value of the Group’s financial instruments.
e) hedges
As explained in the accounting policies on pages 30 and 31, the costs and benefits arising from arrangements to mitigate the effect of
exchange rate fluctuations on the Group’s results are dealt with in the income statement in the year in which the related
exposure arises.
Deferred and unprovided gains and losses are immaterial and have not been disclosed.
20
provisions for liabilities and charges
rationalisation of
store portfolio
£m
At 28 January 2006 and at 30 January 2005
0.2*
* Onerous lease provisions which are being utilised over the length of the lease period.
deferred tax
The deferred tax liability in the Company is £0.5 million which represents a provision for capital allowances in excess of depreciation.
The deferred tax asset recognised and not recognised in the financial statements are as follows:
group
company
2006
£m
2005
£m
2006
£m
2005
£m
3.9
3.9
–
–
1.1
4.1
–
–
2006
£m
2005
£m
Amount recognised:
Related to retirement benefit liabilities
Amount not recognised:
Losses not recognised
21
44
share capital
Ordinary shares of 5p each
Authorised
1,000,000,000 (2005: 1,000,000,000)
50.0
50.0
Issued and fully paid
746,035,368
37.3
37.3
(2005: 746,035,368)
22
reconciliation of profit from operations to net cash inflow from operating activities
2006
£m
2005
£m
5.4
4.7
Depreciation charge
6.1
6.3
(1.0)
Profit on sale of property, plant and equipment
(0.3)
(Increase)/decrease in inventories
(0.1)
6.9
Decrease/(increase) in receivables
0.4
(2.2)
Increase/(decrease) in payables
4.5
(6.6)
Movement in provisions
–
(0.8)
Net cash outflow in respect of restructuring
–
(0.1)
16.0
7.2
at 30 Jan
2005
£m
cash
flow
£m
at 28 Jan
2006
£m
16.1
6.0
22.1
Bank borrowings
(5.5)
5.5
–
Net cash inflow from operating activities
23
analysis of net funds
10.6
11.5
22.1
(0.8)
0.3
(0.5)
Net funds
9.8
11.8
21.6
24
contingent liabilities
a) The Company has guaranteed the bank overdrafts and loans of certain subsidiary undertakings. At 28 January 2006, the liability
in respect of these guarantees was £7 million (2005: £23 million).
b) During the year ended 28 January 2006, Laura Ashley Limited fully settled its term loan of £5.5m. This term loan was guaranteed
by the Company.
c) Under the terms of the sale agreements entered into during the year ended 31 January 2004 for the disposal of certain
former subsidiary undertakings, the Company has a potential liability of £0.9 million in relation to warranty and tax claims
(2005: £0.9 million).
future commitments
The Group has commitments for contracted capital expenditure, not provided for in the accounts of £0.2 million
(2005: £0.4m).
25
45
26
leases
2006
£m
2005
£m
Within one year
16.0
16.5
Two to five years
50.0
53.2
After five years
36.0
36.0
102.0
105.7
Estimated total commitment under operating leases:
Some shop premises acquired under operating leases are subject to rental charges based on a combination of a flat rental charge plus
a percentage of turnover achieved by that store. The above figures are based on the flat rental charge only.
Obligations under finance leases are disclosed in note 17.
27
group pension arrangements
The Company operates a funded pension scheme in the UK which offers both pensions in retirement and death benefits to members.
The scheme has both defined benefit and defined contribution sections.
The scheme is closed to new members. With effect from 1 September 2005, the defined contribution section was established, and
in-service members ceased to accrue benefits within the defined benefit section, although such members’ pension benefits remain
linked to their final salary at retirement and their length of service before 1 September 2005.
Except where stated otherwise, this note refers only to the defined benefit section of the scheme.
The Company’s contributions to the defined benefit section of the scheme for the year beginning 29 January 2006 are expected to
be £485,000.
The Company has opted to amortise all actuarial gains and losses above the corridor (10% of the greater of assets or liabilities)
over the future working lifetime of the active membership.
A full actuarial valuation of the scheme was carried out as at 28 January 2006 by a qualified independent actuary. The major
assumptions used by the actuary were (in nominal terms) as follows:
46
as at
28 Jan 2006
as at
29 Jan 2005
Discount rate
4.70%
5.30%
Rate of salary increase
3.10%
5.00%
Rate of increase to inflation-linked pensions in payment
3.10%
3.00%
Rate of inflation
3.10%
3.00%
The assumptions used in determining the overall expected return of the scheme have been set with reference to yields available on
government bonds and appropriate risk margins.
The assets in the scheme and the expected rates of return were:
Equities
Bonds
Insured annuities
Other
long-term
rate of return
expected at
28 Jan 2006
value at
28 Jan 2006
£000
long-term
rate of return
expected at
29 Jan 2005
value at
29 Jan 2005
£000
7.20%
4.70%
4.70%
4.50%
25,204
7,257
1,910
986
7.60%
5.10%
5.30%
4.75%
21,171
6,508
1,836
204
The actual return on assets over the period was
35,357
29,719
6,221
2,583
51,098
44,403
Present value of defined benefit obligation:
Funded plans
Unfunded plans
–
–
Total
51,098
44,403
Present value of unfunded obligations
15,741
14,684
Unrecognised actuarial losses
(2,430)
(1,420)
Net liability in balance sheet
13,311
13,264
Reconciliation of opening and closing balances of the present value of the defined benefit obligation
Benefit obligation at beginning of year
44,403
40,421
Service cost
262
515
Interest cost
2,131
2,223
Contributions by plan participants
Actuarial loss
39
84
5,403
2,046
Benefits paid
(1,140)
(886)
Benefit obligation at end of year
51,098
44,403
Reconciliation of opening and closing balances of the fair value of plan assets
Fair value of plan assets at beginning of year
27,491
2,028
1,957
Actuarial gain
4,193
626
518
447
Contributions by employers
Contributions by plan participants
39
84
Benefits paid
(1,140)
(886)
Fair value of plan assets at end of year
35,357
29,719
The amounts recognised in the income statement are:
262
515
Interest on obligation
2,131
2,223
Expected return on plan assets
(2,028)
(1,957)
365
781
Total expense
Current service cost
29,719
Expected return on plan assets
47
27
group pension arrangements continued
History of scheme assets and obligations
as at
28 Jan 2006
£000
as at
29 Jan 2005
£000
as at
31 Jan 2004
£000
Present value of defined benefit obligation
51,098
44,403
40,421
Fair value of scheme assets
35,357
29,719
27,491
Deficit in the scheme
(15,741)
(14,684)
(12,930)
Unrecognised actuarial losses
2,430
1,420
–
Net liability in balance sheet
(13,311)
(13,264)
(12,930)
effect of
transition
£m
IFRS
£m
28
reconciliation of profit for the 52 weeks ended 29 January 2005
UK GAAP
£m
Revenue
238.9
–
238.9
Cost of sales
(137.9)
–
(137.9)
Gross profit
101.0
–
101.0
Operating expenses
(96.2)
(0.1)
(96.3)
4.8
(0.1)
4.7
Share of operating profit of associate
0.4
–
0.4
Net financing cost
(0.4)
(0.3)
(0.7)
4.8
(0.4)
4.4
Taxation
(1.3)
–
(1.3)
Profit for the financial year
3.5
(0.4)
3.1
The impact of the transition to IFRS is an increase in the net operating expenses and net financing costs of £0.1 million and
£0.3 million respectively.
48
29
reconciliation of net assets as at 1 February 2004
UK GAAP
£m
effect of
transition
£m
IFRS
£m
33.9
–
33.9
3.9
Non-current assets
Deferred tax asset
–
3.9
3.4
–
3.4
37.3
3.9
41.2
Current assets
Inventories
41.8
–
41.8
20.8
–
20.8
15.1
–
15.1
77.7
–
77.7
115.0
3.9
118.9
1.5
–
1.5
Bank borrowings
1.7
–
1.7
1.0
–
1.0
43.2
–
43.2
47.4
–
47.4
5.6
Total assets
Current liabilities
Bank borrowings
5.6
–
–
–
–
Retirement benefit liabilities
–
12.9
12.9
–
1.1
12.9
19.6
Total liabilities
54.1
12.9
67.0
Net assets
60.9
(9.0)
51.9
The impact of implementing IAS 19 is to recognise a pension liability of £12.9 million in the Group’s Balance Sheet. The net impact is
a reduction in the consolidated net assets of £9.0 million after deducting the related deferred tax of £3.9 million.
1.1
6.7
49
30
reconciliation of net assets as at 29 January 2005
UK GAAP
£m
effect of
transition
£m
IFRS
£m
31.9
–
31.9
3.9
Non-current assets
Deferred tax asset
–
3.9
3.5
–
3.5
35.4
3.9
39.3
Current assets
Inventories
34.9
–
34.9
23.1
–
23.1
16.1
–
16.1
74.1
–
74.1
109.5
3.9
113.4
2.0
–
2.0
Bank borrowings
0.9
–
0.9
0.3
–
0.3
36.7
–
36.7
39.9
–
39.9
Bank borrowings
4.6
–
4.6
0.5
–
0.5
13.3
Total assets
Current liabilities
Retirement benefit obligations
–
13.3
0.2
–
0.2
5.3
13.3
18.6
Total liabilities
45.2
13.3
58.5
Net assets
64.3
(9.4)
54.9
50
The impact of implementing IAS 19 is to recognise a pension liability of £13.3 million in the Group’s Balance Sheet. The net impact is
a reduction in the consolidated net assets of £9.4 million after deducting the related deferred tax of £3.9 million.
31
related party transactions
Group
sales to
related
parties
£m
royalty
income from
related
parties
£m
amounts
owed by
related
parties
£m
Year ended 28 January 2006
Laura Ashley Japan Co., Ltd.
11.2
2.3
4.1
Laura Ashley, Inc.
–
–
0.3
Revman Industries, Inc.
–
0.7
0.2
13.2
1.7
4.1
Year ended 29 January 2005
Laura Ashley, Inc.
–
–
1.1
Revman Industries, Inc.
–
0.8
0.3
Laura Ashley Japan Co., Ltd. is an associated undertaking (note 32). Revman Industries, Inc. is a subsidiary of Aeon Co., Ltd. (formerly
known as Jusco Co., Ltd.). Mr M Okada, a Director of the Company, is also a Director of Aeon Co., Ltd. Laura Ashley, Inc.
is owned by Laura Ashley (North America) Inc., whose major shareholder is Regent Carolina Corporation (99.9%), (an associated
company of Malayan United Industries Berhad).
Laura Ashley Limited is currently subletting office space to Corus Hotels plc (formerly Corus & Regal Hotels plc). Under the terms
of the agreement Laura Ashley Limited will receive £0.1 million per annum until the next rent review. Corus Hotels plc is owned by
London Vista Hotel Limited, a wholly owned subsidiary of Malayan United Industries Berhad.
Malayan United Industries Berhad has the right to appoint up to three directors to the Board of Laura Ashley.
Company
During the year, the Company’s transactions with Group companies were as follows:
2006
£m
Finance income
2005
£m
1.1
–
(0.2)
0.5
0.5
Lease of equipment
0.3
0.1
Dividends received
10.6
–
Rental income
The Company has outstanding balances with Group companies that are disclosed in notes 15 and 18, and has investments in Group
companies as detailed in note 32.
The Company did not pay any compensation to key management personnel.
0.6
Finance cost
51
32
group undertakings
Principal subsidiaries
country of incorporation and operation
Laura Ashley Limited*
Laura Ashley Investments Limited*
Texplan Manufacturing Limited*
Premier Home Logistics Limited
Laura Ashley Holdings B.V.*
Laura Ashley Manufacturing B.V.
Laura Ashley S.A.
Laura Ashley GmbH
Laura Ashley España S.A.
England and Wales
England and Wales
England and Wales
England and Wales
Netherlands
Netherlands
France
Germany
Spain
Laura Ashley (Ireland) Limited *
Ireland
All subsidiaries are wholly owned, and 100% of voting rights are held by the Company (2005: 100%).
*Held directly by Laura Ashley Holdings plc.
Associated undertaking
country of incorporation and operation
Japan
26.79% of the issued ordinary share capital of Laura Ashley Japan Co., Ltd is held by Laura Ashley Holdings plc as at 28 January 2006
(2005: 26.79%).
Group undertakings are involved in the design, manufacture, sourcing, distribution and sale of Laura Ashley products. All Group
undertakings are unlisted.
33
share options
share option scheme
Under the Laura Ashley 1995 Executive Share Option Scheme, the Board was able to grant options to subscribe for new, or acquire
existing, ordinary shares in the Company to selected employees and Executive Directors. Options so granted entitle the recipient to
obtain ordinary shares in the Company at not less than market value shortly before the grant of the options.
52
An option is normally exercisable between three and ten years following its grant, provided a performance condition set by the
Remuneration Committee has been satisfied. The condition applied to date requires that options will be exercisable only if the
Company’s growth in earnings per share, over any three year period between grant and exercise, exceeds the growth in the Retail
Prices Index by an average of at least 2% per year and that a dividend has been declared on the Company’s ordinary shares in respect
of the Company’s financial year preceding that in which the option is exercised. For this purpose, earnings per share is determined in
accordance with IAS 33, adjusted as the Remuneration Committee considers appropriate.
During the course of the year, all remaining options granted under the Laura Ashley Share Option Scheme 1985 lapsed.
At 11 April 2006, outstanding options, granted under the Laura Ashley 1995 Executive Share Option Scheme, were as follows:
Date of grant
11 May 1995*
number of shares reserved
2006
2005
option
price
date from
which
exercisable
latest
expiry
date
–
40,000
£0.78
11.05.98
10.05.05
28 October 1997
20,000
20,000
£0.495
28.10.00
27.10.07
11 November 1998
55,000
170,000
£0.35
11.11.01
10.11.08
21 October 1999
30,000
30,000
£0.35
21.10.02
20.10.09
* Laura Ashley Share Option Scheme 1985
The middle market price of an ordinary share at 28 January 2006 was 12.25 pence and at 29 January 2005 was 11.75 pence.
During this financial year, the highest price of an ordinary share was 17.00 pence and the lowest price was 9.75 pence.
All the options detailed above relate to new issue shares.
employee benefit trust
In July 1995 the Company established a discretionary employee benefit trust (the ‘EBT’), the Laura Ashley Employee Share Ownership
Trust, for the benefit of employees and former employees of the Group (including Executive Directors). The trustee is Kleinwort
Benson (Jersey) Trustees Limited (the ‘Trustee’) which is an independent professional trust company. The Company makes
recommendations to the Trustee in relation to the provision of benefits.
At 28 January 2006, the Trustee owned 2,487,992 (2005: 2,487,992) ordinary shares of 5p each representing 0.33% (2005: 0.33%) of the
Company’s issued share capital and with a market value on that date of £0.3 million (2005: £0.3 million). The EBT has waived its rights
to dividends on all its shares. At 28 January 2006 and 11 April 2006, no shares (2005: 550,000 shares) were subject to options under the
Laura Ashley 1995 Executive Share Option Scheme, such options having all lapsed on 30 June 2005, following the departure of the last
remaining employee under the said scheme as shown below:
date from
which
exercisable
latest
expiry
date
2006
2005
option
price
22 May 1997
–
50,000
£1.02
22.05.00
21.05.07
11 November 1998
–
125,000
£0.35
11.11.01
10.11.08
–
125,000
£0.50
11.11.02
10.11.08
–
125,000
£1.00
11.11.03
10.11.08
–
125,000
£1.50
11.11.04
10.11.08
The EBT was originally funded by an interest free loan of £5.0 million from the Company under a loan agreement. In 1995, the EBT
purchased 2,487,992 shares for £3.2 million at £1.294 per share. The total costs incurred by the EBT for the said share purchase were
£3.4 million inclusive of transaction costs of £0.2 million. The balance of the loan not utilised of £1.6 million was then returned by the
EBT to the Company as it was not needed. The assets, liabilities, income and costs of the EBT are incorporated into the financial
statements of the Company.
Under the said loan agreement, the due date for the repayment of the loan was 25 July 2005. As the Trustee was not in a position
to repay the loan at that date, the Company extended the period of repayment for a further year, until 25 July 2006.
For the financial year ended 28 January 2006, the costs charged to the Group Income Statement were £2,000 (2005: £2,000).
Due to the uncertainty in receiving the full settlement of the loan from the EBT, the Company made a provision of £2.4 million at
31 January 1998. At the same time the value of the shares held by the EBT were written-down from £3.2 million to £0.8 million based
on the then current market price of 34.5p.
53
group financial record
as at 28 January 2006
IFRS
UK GAAP
2006
£m
2005
£m
2004
£m
2003
£m
2002
£m
2001
£m
2000
£m
211.1
238.9
283.5
292.0
276.8
259.1
247.3
5.4
4.7
3.3
(4.5)
8.5
8.8
(3.2)
Share of operating profit of associate 0.3
Income statement
Revenue
Profit/(loss) from operations
Exceptional items
0.4
0.6
0.9
1.1
1.5
0.6
–
–
–
(9.2)
–
–
–
0.4
(0.7)
0.8)
(1.3)
(0.3)
(0.1)
(1.5)
Profit/(loss) before taxation
6.1
4.4
3.1
(14.1)
9.3
10.2
(4.1)
Taxation
(1.9)
(1.3)
(1.1)
(1.4)
(1.2)
(2.3)
(0.3)
Profit/(loss) for the financial year
4.2
3.1
2.0
(15.5)
8.1
7.9
(4.4)
IFRS
UK GAAP
Balance sheet
2006
£m
2005
£m
2004
£m
2003
£m
2002
£m
2001
£m
2000
£m
Non-current assets
36.4
39.3
37.3
44.2
42.2
30.1
23.6
Net current assets
36.3
34.2
30.3
23.0
31.0
36.3
34.3
(0.2)
(5.1)
(5.6)
(8.4)
(3.1)
(0.9)
(0.3)
Provision for liabilities and charges (13.5)
(13.5)
(1.1)
(6.8)
(2.1)
(4.6)
(4.9)
Net assets
54.9
60.9
52.0
68.0
60.9
52.7
59.0
Issued share capital
37.3
37.3
37.3
29.8
29.8
29.8
29.8
Reserves
21.7
17.6
23.6
22.2
38.2
31.1
22.9
Equity shareholders’ funds
59.0
54.9
60.9
52.0
68.0
60.9
52.7
0.56p
0.42p
0.28p
(2.62p)
1.37p
1.33p
0.5p
–
–
–
–
–
2.6%
2.0%
1.1%
(1.5)%
2.8%
2.7%
(1.0)%
10.3%
8.0%
5.1%
(27.1)%
13.7%
16.7%
(7.8)%
Net asset value per ordinary share 7.92p
7.36p
7.96p
8.70p
11.40p
10.21p
8.8p
–
–
9.3%
–
–
Statistics
Earnings/(loss) per share
Proposed dividends per share
(0.86)p
–
Profit/(loss) from operations
as a percentage of revenue
54
Profit/(loss) before taxation
as a percentage of net assets
Gearing*
–
–
In the above table, 2005 and 2006 figures reflect the results and state of affairs of the Group reported in accordance with IFRS. It is not
practicable to restate previous years results according to IFRS. Refer to notes 28 to 30 for an indication of the impact of conversion from
UK GAAP to IFRS.
*Computed as (bank borrowings less cash and cash equivalents)/ net assets.
shareholders’ information
as at 11 April 2006
shareholders’
helpline number
0870 702 0000
Computershare Services PLC,
the Company’s Registrar, has
introduced a facility where
shareholders are able to access
details of their shareholding over
the internet, subject to passing
an identity check. You can access
this service on their website at
www.computershare.com. The site
also includes information on recent
trends on the Company’s share price.
website address
www.lauraashley.com
financial calendar
Annual General Meeting
2.00 pm, Friday 16 June 2006
Proxies to reach Registrars prior to
2.00 pm, Wednesday 14 June 2006
Meeting to be held at
The Breakfast Room
Corus Hotel Hyde Park
Lancaster Gate
London W2 3LG
Second half-year ends
Saturday 27 January 2007
trademarks
LAU R A A S H LEY
Accounting Periods 2006/2007
First half-year ends
Saturday 29 July 2006
55
notice of 2006 annual general meeting
Notice is hereby given that the
Annual General Meeting of Laura
Ashley Holdings plc will be held at
the Breakfast Room, Corus Hotel
Hyde Park, Lancaster Gate, London
W2 3LG on Friday, 16 June 2006 at
2.00 pm for the transaction of the
following business:
ordinary business
1) To receive and adopt the
Directors’ Report and Accounts for
the year ended 28 January 2006,
together with the Auditors’ Report.
2) To re-elect Mr Motoya Okada *†
who retires by rotation in accordance
with the Articles of Association of the
Company, as a Director.
3) To re-elect Mr David Walton
Masters *† who retires by rotation
in accordance with the Articles of
Association of the Company, as a
Director.
4) To re-elect Ms Lillian Tan Lian Tee
who retires by rotation in accordance
with the Articles of Association of
the Company, as a Director.
56
5) To reappoint Chantrey Vellacott
DFK LLP, Chartered Accountants and
Registered Auditors, as Auditors
to the Company, to hold office
from the conclusion of the Annual
General Meeting to the conclusion
of the next general meeting of
the Company at which accounts
are laid before shareholders and
to authorise the Directors to
determine their remuneration.
special business
To consider and, if thought fit, pass
the following resolutions of which
Resolutions 6, 7 and 8 will be
proposed as ordinary resolutions
and Resolutions 9 and 10 will be
proposed as a special resolutions.
ordinary resolutions
6) To approve the Directors’
Remuneration Report.
7) THAT, a final dividend of 0.5p per
ordinary share for the year ended
28 January 2006 be declared and
paid on 14 July 2006 to holders of
ordinary shares on the register on
30 June 2006 in respect of each
ordinary share.
8) THAT, in addition to and without
prejudice to all existing authorities,
the Directors shall have general and
unconditional authority to exercise
all powers of the Company to allot
relevant securities (within the
meaning of Section 80 of the
Companies Act 1985) (the ‘Act’)
having an aggregate nominal value
of up to £12,309,583.57 provided
that this authority shall expire at
the conclusion of the next annual
general meeting of the Company,
or 15 months from the date of this
Resolution, whichever is the earlier,
save that the Company may before
such expiry make an offer or
agreement which would or might
require relevant securities to be
allotted after such expiry and
the Directors may allot relevant
securities in pursuance of such offer
or agreement as if the authority
hereby conferred had
not expired.
special resolution
9) THAT, in addition to and without
prejudice to all existing authorities,
the Directors be and are hereby
generally empowered pursuant
to Section 95 of the Act to allot
equity securities (within the meaning
of Section 94 of the Act) pursuant to
the authority conferred by Resolution
8 above as if Section 89(1) of the Act
did not apply to any such allotment
provided that this power shall be
limited to:
a) the allotment (otherwise than
pursuant to sub-paragraph (b)
below) of equity securities which
are, or are to be, wholly paid up in
cash up to an aggregate nominal
amount equal to £3,730,176.84
representing 10% of the issued
share capital of the Company; and
b) the allotment of equity securities
in connection with a rights issue,
open offer or otherwise to
ordinary shareholders in
proportion (as nearly as may be)
to the respective numbers of
ordinary shares held by them
subject to (i) the Directors having
a right to aggregate and sell for
the benefit of the Company all
fractions of a share which may
arise in apportioning equity
securities among the ordinary
shareholders of the Company
and (ii) such exclusions or other
arrangements as the Directors
may deem necessary or expedient
in relation to legal or practical
problems under the laws of,
or the requirements of, any
recognised regulatory body or
any stock exchange in, or by
virtue of the ordinary shares being
represented by depositary receipts
in, any overseas territory,
and shall expire at the conclusion
of the next annual general meeting
of the Company or 15 months
from the date of this Resolution,
whichever is the earlier, provided
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 such
offer or agreement as if the power
hereby conferred had not expired.
10) THAT the Directors be and are
hereby authorised to make market
purchases (as defined in Section 166
of the Act of its ordinary 5p shares
provided that:
a) the Company does not purchase
under this authority more than
111,905,304 ordinary shares;
b) the Company does not pay less
than 5p for each ordinary shares;
notes
4) There will be available for inspection
1) If you have sold or transferred
at the Company’s Registered Office
all of your shares in the Company,
at 27 Bagleys Lane, Fulham, London
please send this document, together
SW6 2QA, during normal business
with the accompanying form of proxy,
hours on any weekday (public holidays
to the purchaser or transferee or to the
excluded) from the date of this Notice
stockbroker, bank or other agent through
until the date of the Annual General
whom the sale or transfer was effected,
Meeting, and at the place of the Meeting
for delivery to the purchaser or transferee.
for 15 minutes prior to and during the
Meeting the following:
c) the Company does not pay for
each ordinary share more than
105% of the average of the middle
market price of the ordinary shares
according to the Daily Official List
of the London Stock Exchange for
the five business days immediately
preceding the date on which the
Company agrees to buy the
ordinary shares concerned;
2) The Company, pursuant to Regulation
no. 41 of the Uncertificated Securities
a) the Register of Directors’ Interests
Regulations 2001, specifies that only
in the shares of the Company, kept in
holders of ordinary shares registered in
accordance with Section 325 of the Act;
the Register of Members of the Company
and
as at 2.00 pm on 14 June 2006 shall be
entitled to attend and vote at the Annual
General Meeting in respect of the
b) copies of the Directors’ service
contracts and letters of appointment.
number of shares registered in their name
at that time. Changes to entries on the
Register of Members after 2.00 pm on
14 June 2006 shall be disregarded in
determining the right of any person
to attend and vote at the Meeting.
3) A member of the Company who
is entitled to attend and vote at the
Meeting convened by this Notice, may
appoint one or more proxies to attend
and, on a poll, vote in his or her place.
A proxy need not be a member of the
Company. A form of proxy is enclosed.
In order to be valid, an instrument
appointing a proxy and any power of
attorney under which it is executed (or
a notarially certified copy thereof) must
be deposited at Computershare Investor
To transact any other business
considered appropriate to be dealt
with at an Annual General Meeting.
Services PLC, PO Box 1075, The Pavilions,
Bridgwater Road, Bristol BS99 3FA,
not later than 48 hours before the
time appointed for the Meeting. The
completion and return of a form of proxy
David R Cook ACA Secretary
will not, however, preclude shareholders
from attending and voting in person at
27 Bagleys Lane, Fulham
London SW6 2QA
11 April 2006
* Member of the Audit Committee
† Member of the Remuneration Committee
the Meeting should they so wish.
By order of the board
this authority shall expire at the
conclusion of the next annual
general meeting of the Company
or 15 months from the date of this
Resolution, whichever is the earlier,
provided that the Company may
before such expiry make an offer
or agreement where the purchase
will or may be executed after the
authority terminates (either wholly
or in part) and the Directors
may complete such purchase
in pursuance of such offer or
agreement as if the power hereby
conferred had not expired.
57
store locations
58
store
type
address
Aberdeen
Aberystwyth
Amersham
Ashford
Aylesbury
Ayr
Mixed product
Home
Home
Concession
Mixed product
Concession
44/45 Bon Accord Centre, George Street, Aberdeen, Aberdeenshire, AB25 1HJ
19/21 North Parade, Aberystwyth, Ceredigion, SY23 2JN
23 Woodside Road, Amersham, Buckinghamshire, HP6 6AA
c/o Homebase, Unit 3 Barrey Road, Ashford Business Park, Sevington, Ashford, Kent, TN24 0LQ
10 Hale Leys, Aylesbury, Buckinghamshire, HP20 1ST
c/o Homebase, Unit 8, Heathfield Retail Park, Ayr, Ayrshire, KA8 9DJ
telephone
0871 223 1488
0871 223 1334
0871 223 1456
0871 223 1434
0871 223 1457
0871 223 1301
Banbury
Bangor
Home
Concession
0871 223 1458
Bangor
Basingstoke
Bath
Bath
Bedford
Belfast
Belfast
Belfast
Home
Concession
Concession
Mixed product
Mixed product
Concession
Mixed product
Home
Berkhamsted
Beverley
Biggleswade
Birkdale
Birmingham
Birmingham
Bishop’s Stortford
Blackheath
Bluewater Park
Bolton
Bournemouth
Bracknell
Bradford
Brentwood
Brighton
Bristol
Bristol
Bromley
Bury St Edmunds
Home
Home
Home
Home
Home
Home
Mixed product
Concession
Mixed product
Home
Home
Concession
Concession
Home
Mixed product
Home
Mixed product
Mixed product
Mixed product
43 Market Place, Banbury, Oxfordshire, OX16 5NW
c/o Homebase, Balloo Retail Park, Balloo Link Road, Bangor, County Down,
Northern Ireland, BT19 7QT
Plot 1, Caernarfon Road, Bangor, Gwynedd, LL57 4DB
c/o Homebase, Winchester Road, Basingstoke, Hampshire, RG22 6HN
c/o Homebase, Pines Way, Bath, Avon, BA2 3ET
8/9 New Bond Street, Bath, Avon, BA1 1BE
75 High Street, Bedford, Bedfordshire, MK40 1NE
c/o Homebase, Sprucefield Centre, Lisburn, Co. Antrim, Northern Ireland, BT27 5UN
9 Castle Court Centre, Royal Avenue, Belfast, Co. Antrim, Northern Ireland, BT1 1DD
Unit 11a, Boucher Retail Park, Boucher Crescent, Belfast, Co Antrim,
Northern Ireland, BT12 6HU
172-176 High Street, Berkhampsted, Hertfordshire, HP4 3AP
36/40 Toll Gavel, Beverley, East Yorkshire, HU17 9AR
Unit A1, Biggleswade Retail Park, Biggleswade, Bedfordshire, SG18 8PS
38 Weld Road, Birkdale, Southport, Lancashire, PR8 2ED
589-613 Hagley Road West, Quinton, Birmingham, B32 1BY
18 The Pavillions, 38 High Street, Birmingham, West Midlands, B4 7SL
17 South Street, Bishop’s Stortford, Hertfordshire, CM23 3AB
c/o Homebase, 241 Kidbrooke Park Road, Kidbrooke, London, SE3 9PP
L103 Lower Guildhall, Bluewater, Greenhithe, Kent, DA9 9SN
63 The Linkway, Middlebrook, Horwich, Bolton, Lancashire, BL6 6JA
2 Westover Retail Park, Wimbourne Road, Bournemouth, Dorset, BH9 2EG
c/o Homebase, Wokingham Road, Bracknell, Berkshire, RG42 1NB
c/o Homebase, 762 Harrogate Road, Greengates, Bradford, West Yorkshire, BD10 0QF
1 Weald Road, Brentwood, Essex, CM14 4SN
45 East Street, Brighton, East Sussex, BN1 1HN
62 Queens Road, Clifton, Bristol, Avon, BS8 1RE
Unit M14, The Galleries, Broadmead, Bristol, BS1 3XF
62 High Street, Bromley, Kent, BR1 1EY
1 The Lexicon, Cornhill, Bury St Edmunds, Suffolk, IP33 1BT
Camberley
Cambridge
Canterbury
Cardiff
Carlisle
Carmarthen
Chelmsford
Cheltenham
Chester
Chester
Chichester
Chichester
Cirencester
Colchester
Colchester
Coleraine
Congleton
Cork
Crawley
Concession
Mixed product
Home
Mixed product
Mixed product
Home
Mixed product
Mixed product
Concession
Mixed product
Home
Mixed product
Home
Concession
Mixed product
Mixed product
Home
Home
Mixed product
c/o Homebase, 560 London Road, Camberley, Surrey, GU15 3XS
14 Trinity Street, Cambridge, Cambridgeshire, CB2 1TB
Unit 1b, 26 Maynard Road, Wincheap Trading Estate, Canterbury, Kent, CT1 3RH
6 Queens West Precinct, Queens Street, Cardiff, South Glamorgan, CF1 4AH
3/4 Grapes Lane, Carlisle, Cumbria, CA3 8NH
Unit 3, Parc Pensarn, Llanelli Road, Carmarthen, Carmarthenshire, SA31 2NF
10/13 Grays Brewery Yard, Springfield Road, Chelmsford, Essex, CM2 6QR
92 The Promenade, Cheltenham, Gloucestershire, GL50 1NB
c/o Homebase, Chester Retail Park, Sealand Road, Chester, Cheshire, CH1 4RY
20-24, Paddock Row, The Mall Shopping Centre, Chester, Cheshire, CH1 1ED
104 The Hornet, Chichester, West Sussex, PO19 7JR
32 North Street, Chichester, West Sussex, PO19 1LX
42a Querns Lane, Cirencester, Gloucestershire, GL7 1RH
c/o Homebase, St Andrews Avenue, Colchester, Essex, CO4 3BG
4/5 Trinity Square, Colchester, Essex, CO1 1JR
2-6 Stone Row, Coleraine, Northern Ireland, BT52 1EP
Unit C, Congleton Retail Park, Barn Road, Congleton, Cheshire, CW12 1LJ
Units 9/10, Merchants Quay, Patrick Street, Cork, Ireland
Unit 78, County Mall, Crawley, West Sussex, RH10 1FD
Derby
Derby
Doncaster
Dublin
Dublin
Dudley
Concession
Mixed product
Concession
Mixed product
Home
Mixed product
c/o Homebase, Kingsway, Derby, Derbyshire, DE22 3NF
8 Albert Street, Derby, Derbyshire, DE1 2DS
c/o Homebase, Milethorn Lane, Doncaster, South Yorkshire, DN1 2SU
60/61 Grafton Street, Dublin 2, Ireland
Unit 6A, West End Retail Park, Blanchardstown, Dublin 15, Ireland
61b Merry Hill Centre, Brierley Hill, Dudley, West Midlands, DY5 1QX
Eastbourne
Edinburgh
Ewell
Mixed product
Mixed product
Concession
129/131 Terminus Road, Eastbourne, East Sussex, BN21 3NR
51 George Street, Edinburgh, Midlothian, EH2 2HT
c/o Homebase, 23 Reigate Road, Ewell Bypass, Ewell, Surrey, KT17 1PE
0871 223 1346
0871 223 1480
0871 223 1459
0871 223 1327
0871 223 1328
0871 223 1370
0871 223 1482
0871 223 1481
0871 223 1561
0871 223 1557
0871 223 1310
0871 223 1371
0871 223 1347
0871 223 1349
0871 223 1566
0871 223 1372
0871 223 1435
0871 223 1436
0871 223 1563
0871 223 1415
0871 223 1460
0871 223 1311
0871 223 1432
0871 223 1416
0871 223 1325
0871 223 1326
0871 223 1437
0871 223 1373
0871 223 1461
0871 223 1374
0871 223 1438
0871 223 1392
0871 223 1302
0871 223 1394
0871 223 1375
0871 223 1395
0871 223 1352
0871 223 1351
0871 223 1418
0871 223 1417
0871 223 1383
0871 223 1377
0871 223 1376
0871 223 1483
0871 223 1559
00353 214 944 694
0871 223 1439
0871 223 1313
0871 223 1312
0871 223 1314
00353 1633 0050
00353 1885 1292
0871 223 1353
0871 223 1441
0871 223 1304
0871 223 1442
address
Concession
Mixed product
c/o Homebase, Moor Lane, Sowton Industrial Estate, Exeter, Devon, EX2 7JA
41/42 High Street, Exeter, Devon, EX4 3DJ
telephone
0871 223 1397
0871 223 1396
Farnham
Home
The Barn, The Lion and Lamb Yard, Farnham, Surrey, GU9 7LL
0871 223 1419
Gateshead
Glasgow
Glasgow
Gloucester
Gloucester
Guildford
Guildford
Mixed product
Concession
Mixed product
Concession
Home
Concession
Mixed product
14a The Parade, Metro Centre, Gateshead, Tyne and Wear, NE11 9YJ
c/o Homebase, Main Street, Milngavie, Glasgow, East Dumbartonshire, G62 6JP
36-38 West George Street, Glasgow, Strathclyde, G2 1DA
c/o Homebase, Eastbrook Road, Off Eastern Avenue, Gloucester, Gloucestershire, GL4 3DP
Unit 2 Blooms of Bressingham, Bath Road, Haresfield, Gloucester, Gloucestershire, GL10 3DP
c/o Homebase, Europa Park Road, Guildford, Surrey, GU1 1AJ
71/72 North Street, Guildford, Surrey, GU1 4AW
0871 223 1315
0871 223 1305
0871 223 1479
0871 223 1398
0871 223 1558
0871 223 1421
0871 223 1420
Harlow
Harrogate
Hedge End
Hereford
Hornsea
Horsham
Huddersfield
Home
Mixed product
Concession
Mixed product
Mixed product
Mixed product
Concession
0871 223 1378
0871 223 1316
0871 223 1423
0871 223 1399
0871 223 1317
0871 223 1443
Huddersfield
Hull
Huntingdon
Home
Concession
Concession
Unit 6A, Queensgate Centre, Edinburgh Way, Harlow, Essex, CM20 2DH
3 James Street, Harrogate, North Yorkshire, HG1 1QS
c/o Homebase, Hedge End Retail Park, Southampton, Hampshire, SO30 2UH
7 Commercial Street, Hereford, Herefordshire, HR1 2DB
Unit 427, Hornsea Freeport, Hornsea, East Yorkshire, HU18 1UT
3/4 Middle Street, Horsham, West Sussex, RH12 1NW
c/o Homebase, Great Northern Retail Park, Leeds Road, Huddersfield,
West Yorkshire, HD1 6ND
Unit 2 Castlegate Retail Park, St Johns Road, Huddersfield, West Yorkshire, HD1 5AN
c/o Homebase, Priory Sidings, Hessle Road, Hull, East Yorkshire, HU13 9NT
c/o Homebase, Stukeley Road, Huntingdon, Cambridgeshire, PE29 6HG
0871 223 1318
0871 223 1560
0871 223 1319
0871 223 1379
Inverness
Ipswich
Ipswich
Mixed product
Concession
Mixed product
Unit A, Falcon Square, Millburn Road, Inverness, Inverness-shire, IV2 3PP
c/o Homebase, Felixtowe Road, Warren Heath, Ipswich, Suffolk, IP3 8TQ
17 The Buttermarket, Ipswich, Suffolk, IP1 1BQ
0871 223 1306
0871 223 1380
0871 223 1381
Kendal
Kensington
King’s Lynn
Kingston
Knightsbridge
Knutsford
Mixed product
Mixed product
Home
Home
Home
Home
11 Library Road, Kendal, Cumbria, LA9 4QB
96B Kensington High Street, Kensington, London, W8 4SG
48/49 High Street, King’s Lynn, Norfolk, PE30 1BE
The Griffin Centre, Market Place, Kingston Upon Thames, Surrey, KT1 1JT
7-9 Harriet Street, Knightsbridge, London, SW1X 9JS
Victoria House, Tatton Street, Knutsford, Cheshire, WA16 6AF
0871 223 1307
0871 223 1424
0871 223 1382
0871 223 1444
0871 223 1422
0871 223 1354
Lancaster
Leamington Spa
Leeds
Leeds
Leicester
Leicester
Lewes
Lincoln
Llanidloes
Londonderry
Home
Mixed product
Mixed product
Concession
Concession
Mixed product
Home
Mixed product
Mixed product
Concession
0871 223 1567
0871 223 1489
0871 223 1320
0871 223 1321
0871 223 1323
0871 223 1322
0871 223 1445
0871 223 1324
0871 223 1355
Loughborough
Concession
Unit 3, Kingsway Retail Park, Lancaster, LA1 1DG
108 The Parade, Leamington Spa, Warwickshire, CV32 4AQ
Church Institute, 9 Lands Lane, Leeds, West Yorkshire, LS1 6AW
c/o Homebase, King Lane, Moortown, Leeds, West Yorkshire, LS17 5NY
c/o Homebase, 37 Putney Road, Welford, Leicester, Leicestershire, LE2 7TF
6 Eastgate, Leicester, Leicestershire, LE1 4FB
3 Eastgate Centre, Lewes, East Sussex, BN7 2AS
310 High Street, Lincoln, LN5 7DR
30 Great Oak Street, Llanidloes, Powys, SY18 6BW
c/o Homebase, Unit 1, 20 Crescent Link Road, Altnagelvin, Londonderry,
Northern Ireland, BT47 5FX
c/o Homebase, 5 Willowbrook Park, Derby Road, Loughborough, Leicestershire, LE11 5HJ
Maidstone
Marble Arch
Marlborough
Middlesbrough
Milton Keynes
Mixed product
Mixed product
Home
Mixed product
Mixed product
8/10 King Street, Maidstone, Kent, ME14 1DE
451 Oxford Street, Marble Arch, London, W1C 2PT
Unit 1, Hilliers Yard, Marlborough, Wiltshire, SN8 1BE
48 Linthorpe Road, Middlesbrough, Cleveland, TS1 1RA
163-175 Grafton Gate East, Milton Keynes, Buckinghamshire, MK9 1AE
0871 223 1446
0871 223 1425
0871 223 1463
0871 223 1332
0871 223 1490
Nantwich
New Southgate
Newbury
Newcastle-Under-Lyme
Newport I.O.W.
Newtown
Northallerton
Northampton
Home
Concession
Mixed product
Mixed product
Mixed product
Mixed product
Home
Concession
0871 223 1357
0871 223 1464
0871 223 1556
0871 223 1358
0871 223 1426
0871 223 1360
0871 223 1333
Northampton
Norwich
Norwich
Nottingham
Mixed product
Home
Mixed product
Home
Station Road, Nantwich, Cheshire, CW5 5SR
c/o Homebase, 3 Station Road, New Southgate, London, N11 1QJ
139 Bartholomew Street, Kennet Shopping Centre, Newbury, Berkshire, RG14 5EN
45 High Street, Newcastle-Under-Lyme, Staffordshire, ST5 1PN
36 High Street, Newport, Isle of Wight, PO30 1SR
Units 4/5, Bear Lanes, Newtown, Powys, SY16 2QZ
1 South Parade, Northallerton, North Yorkshire, DL7 8SE
c/o Homebase, Unit A, Fairground Way, Riverside Business Park,
Northampton, Northamptonshire, NN3 9HU
Unit 3B, Peacock Place, Northampton, Northamptonshire, NN1 2DP
Waitrose, The Eaton Centre, Church Lane, Eaton, Norwich, Norfolk, NR4 6NU
19 London Street, Norwich, Norfolk, NR2 1JE
Unit 3, Castle Boulevard, Nottingham, Nottinghamshire, NG7 1FN
0871 223 1386
0871 223 1385
0871 223 1388
0871 223 1387
0871 223 1335
Omagh
Oxford
Home
Home
1a Showgrounds Retail Park, Omagh, Co Tyrone, Northern Ireland, BT79 7AQ
267 Banbury Road, Summertown, Oxford, Oxfordshire, OX2 7HT
0871 223 1562
0871 223 1467
0871 223 1487
0871 223 1331
type
Exeter
Exeter
store
59
store locations continued
60
store
type
address
Perth
Peterborough
Petersfield
Plymouth
Plymouth
Preston
Purley
Putney
Mixed product
Mixed product
Home
Concession
Mixed product
Mixed product
Home
Home
189/191 High Street, Perth, Perthshire, PH1 5UN
90 Queensgate Centre, Peterborough, Cambridgeshire, PE1 1NS
Unit 2, 15-17 The Square, Petersfield, Hampshire, GU32 3HP
c/o Homebase, Longbridge Road, Marsh Mills, Plymouth, Devon, PL6 8LD
Unit B, The Armada Centre, Mayflower Street, Plymouth, Devon, PL1 1LE
32 Fishergate, Preston, Lancashire, PR1 2AD
5 Russell Hill Parade, Russell Hill Road, Purley, Surrey, CR8 2LE
Unit 15, Putney Bridge Road, Putney Bridge Wharf, London, SW15 2NA
telephone
0871 223 1308
0871 223 1389
0871 223 1564
0871 223 1402
0871 223 1401
0871 223 1361
0871 223 1447
0871 223 1565
Rayleigh
Richmond
Rugby
Home
Mixed product
Home
Unit B, 46 Stadium Way, Rayleigh, Essex, SS7 3NT
44/45 George Street, Richmond, Surrey, TW9 1HJ
Unit A, Junction One Retail Park, Leicester Road, Rugby, Warwickshire, CV21 1SR
0871 223 1390
0871 223 1448
0871 223 1362
Salisbury
Sevenoaks
Sheffield
Sheffield
Sheffield
Shirley
Shoreham
Mixed product
Mixed product
Mixed product
Home
Mixed product
Home
Concession
0871 223 1428
0871 223 1449
0871 223 1337
0871 223 1478
0871 223 1336
0871 223 1403
Shrewsbury
Skipton
Solihull
South Woodford
Southport
Southsea
St Albans
St Albans
Stafford
Stirling
Stockport
Stockton-on-Tees
Mixed product
Home
Mixed product
Home
Mixed product
Mixed product
Mixed product
Concession
Home
Mixed product
Mixed product
Concession
Stratford-upon-Avon
Sunbury
Mixed product
Home
Sutton
Sutton Coldfield
Swindon
Home
Mixed product
Mixed product
7 New Canal, Salisbury, Wiltshire, SP1 2AA
2 Blighs Court, Sevenoaks, Kent, TN13 1DD
87 Pinstone Street, Sheffield, South Yorkshire, S1 2HJ
5 Archer Drive, Archer Road Retail Park, Sheffield, South Yorkshire, S8 0LB
56 Park Lane, Meadowhall Centre, Sheffield, South Yorkshire, S9 1EL
545 Stratford Road, Shirley, Solihull, West Midlands, B90 4AJ
c/o Homebase, Holmbush Farm, Upper Shoreham Road, Shoreham-by-Sea,
West Sussex, BN43 6TD
Unit SU2, Charles Darwin Centre, Pride Hill, Shrewsbury, Shropshire, SY1 1BN
Unit 13, Craven Court, High Street, Skipton, North Yorkshire, BD23 1DG
124 High Street, Solihull, West Midlands, B91 3SX
12-14 Electric Parade, George Lane, South Woodford, London, E18 2LY
465/467 Lord Street, Southport, Merseyside, PR9 0AQ
36-38 Palmerston Road, Southsea, Hampshire, PO5 3QH
13 Market Place, St Albans, Hertfordshire, AL3 5DR
c/o Homebase, St Albans Retail Park, Griffiths Way, St Albans, Hertfordshire, AL1 2RJ
Friary Retail Park, 115 Wolverhampton Road, Stafford, ST17 4AH
21 Port Street, Stirling, Stirlingshire, FK8 2EJ
2 Warren Street, Stockport, Cheshire, SK1 1UD
c/o Homebase, Unit 12, Goodwood Square, Teeside Retail Park, Thornaby,
Stockton-on-Tees, Cleveland, TS17 7BU
Unit 1, 24-26 Bridge Street, Stratford-upon-Avon, Warwickshire, CV37 6AA
Unit 2b, Sunbury Cross Shopping Centre, Staines Road West,
Sunbury Upon Thames, Middlesex, TW16 7BB
Units 3/4, Times 2 Shopping Centre, High Street, Sutton, Surrey, SM1 1LF
164 The Parade, Gracechurch Centre, Sutton Coldfield, West Midlands, B72 1PH
Unit 14b Greenbridge Retail Park, Swindon, SNG 3SG
0871 223 1450
0871 223 1451
0871 223 1366
0871 223 1568
Taunton
Taunton
Tenterden
Tonbridge
Torquay
Truro
Truro
Tunbridge Wells
Concession
Mixed product
Mixed product
Concession
Mixed product
Concession
Mixed product
Mixed product
c/o Homebase, Riverside Retail Park, Hankridge Way, Taunton, Somerset, TA1 2LR
2/4 High Street, Taunton, Somerset, TA1 3PG
19/21 High Street, Tenterden, Kent, TN30 6BJ
c/o Homebase, Cannon Lane, Tonbridge, Kent, TN9 1PQ
74 Fleet Street, Torquay, Devon, TQ2 5EB
c/o Homebase, Unit 4, Treliske Retail Park, Tresawls Road, Treliske, Truro, Cornwall, TR1 3LN
Unit 2, 7 Pydar Street, Truro, Cornwall, TR1 2AR
61 Calverley Road, Tunbridge Wells, Kent, TN1 2UY
0871 223 1408
0871 223 1407
0871 223 1452
0871 223 1453
0871 223 1409
0871 223 1411
0871 223 1410
0871 223 1454
Wakefield
Warrington
Watford
Weybridge
Winchester
Windsor
Worcester
Concession
Mixed product
Mixed product
Home
Mixed product
Mixed product
Concession
0871 223 1340
0871 223 1368
0871 223 1471
0871 223 1455
0871 223 1431
0871 223 1476
Worcester
Worthing
Mixed product
Home
c/o Homebase, Ings Road, Wakefield, West Yorkshire, WF1 1RS
Unit 9, Riverside Retail Park, Wharf Street, Howley, Warrington, Cheshire, WA1 2GZ
Unit 3, 1 The Parade, High Street, Watford, Hertfordshire, WD17 1LQ
17-19 Church Street, Weybridge, Surrey, KT13 8DE
126 High Street, Winchester, Hampshire, SO23 9AX
99 Peascod Street, Windsor, Berkshire, SL4 1DH
c/o Homebase, Unit A, Elgar Retail Park, Blackpole Road, Blackpole,
Worcester, Worcestershire, WR3 8HP
12 Crown Passage, Broad Street, Worcester, Worcestershire, WR1 3LL
Units 1/2, Montague Centre, Worthing, West Sussex, BN11 1YJ
Yeovil
York
York
Mixed product
Mixed product
Mixed product
28 Vicarage Walk, Quedem Centre, Yeovil, Somerset, BA20 1EX
7 Davygate, York, North Yorkshire, YO1 8QR
Unit 3, Monks Cross Retail Park, Monks Cross Drive, Huntington, North Yorkshire, YO32 9GX
0871 223 1413
0871 223 1341
0871 223 1343
0871 223 1429
0871 223 1363
0871 223 1338
0871 223 1404
0871 223 1468
0871 223 1364
0871 223 1430
0871 223 1469
0871 223 1470
0871 223 1570
0871 223 1309
0871 223 1365
0871 223 1339
0871 223 1405
0871 223 1474
0871 223 1473
0871 223 1433
directors and advisors
directors
Tan Sri Dr Khoo Kay Peng *‡
David Walton
Masters *†
Non-Executive Chairman
Non-Executive Deputy Chairman
Lillian Tan Lian Tee
Chief Executive Officer
Sally Cheong Siew Mooi †‡
Non-Executive Director
Okada *†
Motoya
Roger
Bambrough †‡
Kealey *‡
Andrew Khoo
Tsutomu Kajita
Alternate Director
Sally
* Member of Remuneration Committee
‡ Member of Nomination Committee
† Member of Audit Committee
secretary
David R. Cook
auditors
ACA
registered office
27 Bagleys Lane
Fulham
London SW6 2QA
registered number
1012631
stockbrokers
principal bankers
Bumiputra-Commerce Bank Berhad
14 Cavendish Square
London W1G 9HA
registrar and
transfer office
Computershare Services PLC
PO Box 82
The Pavilions
Bridgwater Road
Bristol BS99 7NH
Numis Securities Limited
Cheapside House
138 Cheapside
London EC2V 6LH
Chantrey Vellacott DFK LLP
Chartered Accountants and
Registered Auditors
Russell Square House
Russell Square
London WC1B 5LF
61

1.4 MB - Laura Ashley

Transcription

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