REG - Coral Products PLC - Final Results & Notice of AGM

Coral ProductsAnnouncement

22/08/2019 07:05

RNS Number : 8428J
Coral Products PLC
22 August 2019
 


22 August 2019                                        
CORAL PRODUCTS PLC
('Coral' or the 'Company' or the 'Group')
 
Coral Products PLC, (the "Company" or the "Group") a specialist in the design, manufacture and supply of injection moulded plastic products based in Haydock, Merseyside, announces its audited final results for the year ended 30 April 2019.
 
KEY FINANCIALS
 



 
2019

£
2018

£
Change



Group revenue


24,733,000


23,405,000


5.7%




Operating profit/(loss)


479,000 


(186,000)


- 




Gross Margin


35.9%


34.6%


3.8%




Underlying operating profit *


1,018,000


879,000


15.8%




Profit/(loss) for the year before taxation


 41,000


(497,000)


-




Underlying profit for the year before taxation*


580,000


568,000


2.1%




Underlying EBITDA* 


2,479,000


2,091,000


18.6%




Underlying earnings per share (see note 3)*


0.75p


0.84p


(10.7)%




Dividend paid per share


0.25p  


0.25p


0.0%




 
* Underlying results are reported before separately disclosed items, as shown in note 2. Such underlying results are not intended to be a substitute for, or superior to, IFRS measures of profit.
 
HEADLINES
 
·      Group revenue increase of 5.7%. Gross margin increased to 35.9% (2018: 34.6%). Underlying operating profit increased to £1.0m (2018: £0.9m).
 
·      Underlying EBITDA increased by 18.6% to £2.5m (2018: £2.1m).
 
·      Entered into a development agreement with "Rotite Technologies Ltd" to accelerate innovation in the Group's growing range of products.
 
·      We remain a supplier of choice for a major on-line tote retailer with a further extension to supply into 2019/20.
 
·      Commissioned into production "state of the art" Recycling unit into the Haydock facility, enabling a 360-degree service to many of its customers whilst giving the opportunity to use high levels of recycled materials in the manufacture of many of the current and future product range.
 
·      Continuing to build on being a major supplier of recycling crates and caddies into UK councils and local authorities.
 
·      Further substantial capital investment across the Group to take advantage of market opportunities.
 
·      Strong net assets position of £12.9m as at the year-end (2018: £13.2m).
 
 
New Product Development (financial benefits expected in the current financial year)
 
·      New improved food packaging.
 
·      Flame retardant plastic moulded roof tiles for the construction industry.
 
·      Extruded road highway sound barriers.
 
·      New lightweight 23 litre and 55 litre caddies.
 
·      Multi box recycling system (MBRS) launched July 2019.
 
 
Commenting on the results, Joe Grimmond, Chairman, said:
 
"Whilst I am pleased to report an improved performance this year, it has proved to be a difficult period. After a strong first half when we reported revenues of £13.1m (2018: £11.9m) and underlying profit of £1.0m (2018: £0.4m), the Group endured a poor start to its second half, with losses in the four months to 28 February 2019. This resulted in our announcing by an RNS dated 26 March 2019 that results for the year would be materially below management and market expectations. The losses were across the Group, with the exception of Interpack. Decisive action, including the re-organisation of both Tatra-Rotalac and Mouldings to reduce costs, returned the Group to profitability during March and April though at a lower level than during the first half. Further direct and indirect cost reduction measures across the Group have continued into this current financial period. The recycling unit introduced into production during May 2019 is already contributing to our cost reduction plan and will do increasingly throughout the current year as we ramp up production".
 
"Throughout this difficult period, we have continued to invest in the Group adding new and improved capacity and a state-of-the-art recycling unit. This has created greater sales opportunities in both existing and new markets. I was pleased with the increase in revenue up 5.7% to £24.7m (2018: £23.4m) and underlying operating profit up 13.5% to £1.0m (2018: £0.9m)".
 
"Whilst we have confidence in our development strategy and the prospects of the Group, the very real uncertainties over Brexit are a cause for concern. The decline in sterling against the dollar and euro, our major trading currencies, leads to increases in our costs of materials. We are taking action to mitigate these factors by continuing to develop existing products and bringing to market new innovative products. These are supplemented by new revenue streams such as recycling".
 
"The Group continues with its strategic progress of increasing focus on value-added and innovative products, particularly in the food container, recycling, telecommunications, rail industry, home delivery totes and blow moulding areas. Our aim is to build a significant plastic moulding business with a bias towards using recycled materials produced by our new recycling unit installed Haydock. We remain confident in our ability to do so via both improved internal performances of individual subsidiaries supported by strategic acquisitions in the short to medium term. The current year will benefit from the Coral Mouldings and Tatra-Rotalac cost reductions, investments in plant and machinery and new business".
 
"We look forward to a satisfactory outturn for the year given the prevailing conditions."
 
 
For further information, please contact:
 




Coral Products plc
Michael (Mick) Wood, Chief Executive Officer            
 


 
Tel: 07788 565 154
 




Nominated Adviser & Broker
Cairn Financial Advisers LLP
Tony Rawlinson
Liam Murray
David Lawman (Corporate Broking)


 
Tel: 020 7213 0880




 


 




Capital Markets Consultants
Richard Pearson


Tel: 07515 587 184




 
This announcement contains inside information for the purpose of Article 7 of the EU Regulation 596/2014.
 
 
 
 
CHAIRMAN'S STATEMENT
 
Whilst I am pleased to report an improved performance this year, it has proved to be a difficult period. After a strong first half when we reported revenues of £13.1m (2018: £11.9m) and underlying profit of £1.0m (2018: £0.4m), the Group endured a poor start to its second half, with losses in the four months to 28 February 2019. This resulted in our announcing by an RNS dated 26 March 2019 that results for the year would be materially below management and market expectations. The losses were across the Group, with the exception of Interpack. Decisive action, including the re-organisation of both Tatra-Rotalac and Mouldings to reduce costs, returned the Group to profitability during March and April though at a lower level than during the first half. Further direct and indirect cost reduction measures across the Group have continued into this current financial period. The recycling unit introduced into production during May 2019 is already contributing to our cost reduction plan and will do increasingly throughout the current year as we ramp up production.
 
Throughout this difficult period, we have continued to invest in the Group adding new and improved capacity and a state-of-the-art recycling unit. This has created greater sales opportunities in both existing and new markets. We therefore anticipate significant sales growth over the current financial year. I was pleased with the increase in revenue up 5.7% to £24.7m (2018: £23.4m) and underlying operating profit up 13.5% to £1.0m (2018: £0.9m).  (Note that a reconciliation of underlying profit is provided in note 2).
 
The Group has continued with its strategic progress of increasing focus on value-added and innovative products. The focus is to build a significant plastic moulding business with a bias towards using recycled materials and with the new Recycling unit now installed and operational at Haydock, we remain confident in our ability to do so.
 
The Group has reported a profit before taxation for the financial year of £0.04m (2018: £0.5m loss). Across the Group, finance costs have increased to £0.4m (2018: £0.3m) and depreciation to £1.5m (2018: £1.2m) in line with the increased spend on new, replacement and/or improvement of the assets of the Group.
 
Interpack's profit before tax is £0.7m (2018: £0.6m) and Global One-Pak's £0.2m (2018: £0.5m). The focus on Coral Products (Mouldings) has resulted in a substantial profitability improvement from last year with a loss of £0.4m (2018: £1.1m loss). Tatra has been affected by adverse material prices and operational costs resulting in an increased loss to £0.2m (2018: £0.0m loss). A reorganisation and cost cutting exercise was completed in July 2019 to improve future profitability. These results are before amortisation of intangibles arising on consolidation of £0.3m (2018: £0.3m).
 
Our new 360-degree recycling plant using both internal and external acquired plastic waste is now in operation and interest from both new and existing customers has been very encouraging. The interest I highlighted last year by local authorities and councils is now becoming more tangible with developments at an advanced stage within both areas.
 
Further investment in new tooling for food packaging and robotics handling will stand the business in good stead going forward with actual demand from the new tooling increasing month by month. The developments will enable the manufacturing businesses to continue to reduce operational costs, whilst reinforcing the important recycling message the business promotes.
 
Performance of the Group is monitored principally through adjusted profit measures which exclude £0.5m of adjusted items (2018: £1.1m). Such items include the amortisation of intangibles arising on the acquisitions of Global One-Pak and Tatra-Rotalac, acquisition costs, share based payment charges, compensation for loss of office of senior management and reorganisation costs.
 
 
Results
Group revenue improved for the year to £24.7m (2018: £23.4m). Margins improved slightly to 35.9% (2018: 34.6%). Underlying earnings before interest, tax, depreciation and amortisation for the Group remained strong at £2.5m (2018: £2.1m) (see note 2 for the definition of underlying profit measures). Administrative expenses in the Group increased to £7.1m (2018: £7.0m) in line with the increase in Group activity. This resulted in an underlying operating profit of £1.0m (2018: £0.9m), and profit before tax of £0.04m (2018: £0.5m loss).
 
Separately disclosed underlying items (included within administrative expenses) totalling £0.5m (2018: £1.1m) of which £0.1m relates to redundancy/reorganisation costs, £0.1m costs for acquisition and £0.3m from goodwill amortisation and share based payments. Earnings per share were 0.10 pence (2018: (0.45) pence), underlying earnings per share were 0.75 pence (2018: 0.84 pence).
 
The Group has increased net debt by £0.9m in the year and gearing has increased to 63.6% (2018: 55.5%) as we continue to invest to meet forecast increased demand. Overall the Group reported a net cash outflow of £0.5m.
 
Dividends
The Board remains committed to its long-term progressive dividend policy, which takes account of the underlying growth in earnings, whilst acknowledging the requirement for continuing investment and short-term fluctuations in profit.
 
Due to the uncertainty surrounding UK Brexit, having paid an interim dividend at 0.25 pence per ordinary share on 28 March 2019, the Board will not be recommending the payment of a final dividend.
 
Board Changes
There were no board changes during the year.
 
Chairman's Corporate Governance Statement
As Non-executive Chairman of the board, my role is to set the strategy for the company, monitor the ongoing performance of the companies within the Group to ensure that they are meeting our requirements and also identify potential acquisition targets.
 
In addition, my role also encompasses overseeing the functioning of the board and its effectiveness and ensuring sound corporate governance practices are followed.
 
All the Directors of Coral believe strongly in the importance of good corporate governance for the creation of shareholder value over the medium to long-term and to engender trust and support amongst the Group's wider stakeholders.
 
I work with key executives throughout the organisation to instill good corporate governance practices in accordance with the Code.
 
In accordance with the changes to AIM Rule 26 the Company is now applying the revised QCA Corporate Governance Code published in 2018.
 
The board monitors our corporate governance practices and will always implement improvements which further enhance performance and/or benefit stakeholders.
 
Strategy
Our Board continuously reviews business performance alongside market conditions to make sure that we take the correct strategic decisions for each of our businesses. The Board recognises fully that it has been tasked with delivering enhanced shareholder value. The challenges facing the Board relate to managing the continued growth of the Group through the uncertainty and timelines surrounding UK Brexit.
 
People
We are reliant on the expertise, professionalism and commitment of our people and thank them for their continued contribution to the business during a challenging year.
 
Future Developments
·      The multi box recycling system (MBRS) was launched in July 2019. The first deliveries to customers will be made in the latter part of the current financial year.
·      The tooling for the new improved food packaging is due in Haydock during August 2019 with production commencing soon after.
·      We expect the following products to be introduced during the latter part of the current financial year:
o  Re-developed light-weight 23 and 55 litre caddies.
o  Conservatory and outbuildings roof tiles.
o  Plastic soundproofing system to be installed along road highways.
 
Outlook
Whilst we have confidence in our development strategy and the prospects of the Group, the very real uncertainties over Brexit are a cause for concern. The decline in sterling against the dollar and euro, our major trading currencies, leads to increases in our costs of materials. We are taking action to mitigate these factors by continuing to develop existing products and bringing to market new innovative products. These are supplemented by new revenue streams such as recycling.
 
The Group continues with its strategic progress of increasing focus on value-added and innovative products, particularly in the food container, recycling, telecommunications, rail industry, home delivery totes and blow moulding areas. Our aim is to build a significant plastic moulding business with a bias towards using recycled materials produced by our new recycling unit installed in Haydock. We remain confident in our ability to do so via both improved internal performances of individual subsidiaries supported by strategic acquisitions in the short to medium term. The current year will benefit from the Coral Mouldings and Tatra-Rotalac cost reductions, investments in plant and machinery and new business.
 
We look forward to a satisfactory outturn for the year given the prevailing conditions.
 
 
 
 
Joe Grimmond

Chairman

21 August 2019
Group Income Statement
for the year ended 30 April 2019
 
 
 




 


 


 


 


2019
£'000


2018
£'000




 


 


 


 


 


 




Revenue


 


 


 


24,733


23,405




Cost of sales


 


 


 


(15,861)


(15,302)




Gross profit


 


 


 


8,872


8,103




Operating costs


 


 


 


 


 




Distribution expenses


 


 


 


(1,246)


(1,256)




Administrative expenses before impairment and separately disclosed items


 


 


 


(6,608)


(5,968)




Impairment losses (separately disclosed)


 


 


 


-


(186)




Separately disclosed items


 


 


 


(539)


(879)




Administrative expenses


 


 


 


(7,147)


(7,033)




Operating profit/(loss)


 


 


 


479


(186)




Finance costs


 


 


 


(438)


(311)




Profit/(loss) for the financial year before taxation


 


 


 


41


(497)




Taxation


 


 


 


43


127




Profit/(loss) for the financial year attributable to the equity holders of the parent


 


84


(370)




Earnings per share attributable to the equity holders of the parent


 


 


 


 


 




Basic and diluted earnings/(loss) per ordinary share


 


 


 


0.10p


(0.45)p




 
 
 
 
Group Statement of Comprehensive Income
for the year ended 30 April 2019
 




 


 


 


 


 
2019
£'000


 
2018
£'000




 


 


 


 


 


 




Profit/(loss) for the financial year


 


 


 


84


(370)




Total other comprehensive income


 


 


 


-


-




Total comprehensive income/(loss) for the year attributable to equity holders of the parent


84


(370)




 
 
 
 
 
 
 
Balance Sheet
as at 30 April 2019
 




 


 


 




 


 


As at
30 April
2019
£'000


As at
30 April
2018
£'000




ASSETS


 


 


 




Non-current assets


 


 


 




Goodwill


 


5,495


5,495




Other intangible assets


 


1,401


1,690




Property, plant and equipment


 


9,411


9,299




Investments in subsidiaries


 


-


-




Total non-current assets


 


16,307


16,484




 


 


 


 




Current assets


 


 


 




Inventories


 


3,505


2,864




Trade and other receivables


 


5,521


5,452




Cash and cash equivalents


 


-


471




Total current assets


 


9,026


8,787




 


 


 


 




LIABILITIES


 


 


 




Current liabilities


 


 


 




Term loan


 


150


1,604




Other borrowings


 


4,800


4,335




Trade and other payables


 


3,834


3,909




Total current liabilities


 


8,784


9,848




 


 


 


 




Net current assets/(liabilities)


 


242


(1,061)




Non-current liabilities


 


 


 




Term loan


 


1,303


-




Other borrowings


 


1,965


1,843




Deferred tax


 


368


409




Total non-current liabilities


 


3,636


2,252




NET ASSETS


 


12,913


13,171




 


 


 


 




SHAREHOLDERS' EQUITY


 


 


 




Share capital


 


826


826




Share premium


 


5,288


5,288




Other reserves


 


1,567


1,567




Retained earnings


 


5,232


5,490




TOTAL SHAREHOLDERS' EQUITY


 


12,913


13,171




 
 
 
Statement of Changes in Shareholders' Equity
for the year ended 30 April 2019
 




 


 


 
 
 
 


Called Up
Share
Capital
£'000


Share
Premium
Reserve
£'000


 
Other Reserves
£'000


 
Retained
Earnings
£'000


 
Total
Equity
£'000




 


 


 


 


 


 


 


 




Group


 


 


 


 


 


 


 




At 1 May 2017


 


826


5,288


1,567


6,116


13,797




Loss for the year


 


 


-


-


-


(370)


(370)




Other comprehensive income


 


 


-


-


-


-


-




Total comprehensive income


 


 


-


-


-


(370)


(370)




Contributions by and distributions to owners


 


 


 


 


 


 


 




Credit to equity for equity settled share-based payments


 


 


-


-


-


50


50




Dividend paid


 


 


-


-


-


(306)


(306)




At 1 May 2018


 


 


826


5,288


1,567


5,490


13,171




Profit for the year


 


 


-


-


-


84


84




Total comprehensive loss


 


 


-


-


-


84


84




Contributions by and distributions to owners


 


 


 


 


 


 


 




Credit to equity for equity settled share-based payments


 
 


-


-


-


71


71




Dividend paid


 


 


-


-


-


(413)


(413)




At 30 April 2019


 


 


826


5,288


1,567


5,232


12,913




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash Flow Statement
for the year ended 30 April 2019
 




 


 


 


Group




 


 


 


2019
£'000


2018
£'000




Cash flows from operating activities


 


 


 


 




Profit/(loss) for the year


 


 


84


(370)




Adjustments for:


 


 


 


 




Depreciation of property, plant and equipment


 


1,461


1,212




(Profit)/loss on disposal of tangible assets


 


 


(23)


17




Amortisation of intangible assets


 


 


289


348




Share based payment charge


 


 


71


50




Interest payable


 


 


438


311




Taxation charge


 


 


(43)


(127)




Operating cash flows before movements in working capital


 


 


2,277


1,441




(Increase)/decrease in inventories


 


 


(641)


18




(Increase)/decrease in trade and other receivables


 


 


(69)


77




Decrease in trade and other payables


 


 


(75)


(549)




Cash generated by operations


 


 


1,492


987




UK corporation tax paid


 


 


2


46




Net cash generated from operating activities


 


1,494


1,033




 


 


 


 


 




Cash flows from investing activities


 


 


 


 




Proceeds from disposal of property, plant and equipment


 


 


33


(5)




Acquisition of property, plant and equipment


 


 


(690)


(907)




Net cash used in investing activities


 


 


(657)


(912)




 


 


 


 


 




Cash flows from financing activities


 


 


 


 




New bank loans raised


 


 


-


1,743




Dividends paid 


 


 


(413)


(306)




New finance leases


 


 


350


500




Interest paid on borrowings


 


 


(438)


(311)




Repayments of bank borrowings


 


 


(151)


(1,601)




Repayments of obligations under finance lease


 


(801)


(899)




Movements on invoice discounting facility


 


118


551




Net cash used in financing activities


 


 


(1,335)


(323)




Net decrease in cash and cash equivalents


 


 


(498)


(202)




Cash and cash equivalents at 1 May


 


 


471


673




Cash and cash equivalents at 30 April


 


 


(27)


471




 
 
 
Notes
for the year ended 30 April 2019
 
1.   Basis of preparation
 
The financial information set out above does not constitute the Group's statutory accounts for the years ended 30 April 2019 or 2018 within the meaning of Section 434 of the Companies Act 2006, but is derived from those accounts. Statutory accounts for 2018 have been delivered to the Registrar of Companies and those for 2019 will be delivered following the company's Annual General Meeting. The auditors' report on the statutory accounts for the year ended 30 April 2019 and 30 April 2018 were unqualified, did not draw attention to any matters by way of emphasis, and did not contain statements under s498 (2) or s498 (3) of the Companies Act 2006.
 
This financial information has been prepared in accordance with International Financial Reporting Standards ("IFRSs") and International Financial Reporting Interpretations Committee (IFRIC) interpretations as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
 
 
2.  Underlying operating profit and separately disclosed items
 
Underlying profit - the Company believes that underlying profit and underlying earnings provide additional useful information for shareholders. The term underlying earnings is not a defined term under IFRS and may not therefore be comparable with similarly titled profit measurements reported by other companies.
 
 
 




 


2019
£'000


2018
£'000




Operating profit/(loss)


479


(186)




Separately disclosed items within administrative expenses


 


 




Share based payment charge


71


50




Amortisation of intangible assets (customer relationships and brands)


289


348




Impairment losses on trade receivables


-


186




Reorganisation costs


179


481




Total separately disclosed items


539


1,065




Underlying operating profit


1,018


879




Depreciation


1,461


1,212




Underlying EBITDA


2,479


2,091




Separately disclosed items (excluding amortisation)


(250)


(717)




EBITDA


2,229


1,374




 
 
 
3. Earnings per share
 
Basic and underlying earnings per share
 
The basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders for the financial period by the weighted average number of shares in issue during the financial period of 82,614,865 (2017: 82,614,865).
 
Underlying earnings per share is also shown calculated by reference to earnings before separately disclosed items. The directors consider that this gives a useful indication of underlying performance.
 




 


2019


2018




 


£'000


EPS (p)


£'000


EPS (p)




 


 


 


 


 




Profit/(loss) for the financial period


             84


             0.10


              (370)


             (0.45)




Separately disclosed items


            539


             


             1,065


           




Underlying profit for the period


               623


              0.75


           695


             0.84




 
 
 
4.  Dividends
 
A final dividend for the year ended 30 April 2018 of 0.25p per share was paid on 2 December 2018 to shareholders on the register on 8 November 2018. This dividend amounted to £206,537.
 
Having paid an interim dividend at 0.25p per share on 28 March 2019 (this dividend amounted to £206,537); the Board will not be recommending they payment of a final dividend payment for the year ended 30 April 2019.
 
 
5.  Group reconciliation of net cash flow to movement in net debt
 




 


 




 


2019
£'000


2018
£'000




 


 


 




Net (decrease)/increase in cash and cash equivalents


(498)


(202)




Decrease on invoice discounting facility


(118)


(551)




Decrease/(increase) in bank loans and other loans


151


(142)




Increase in finance lease liability


(441)


(806)




Movement in net debt for the period


(906)


(1,701)




Net debt at beginning of period


(7,311)


(5,610)




Net debt at end of period


(8,217)


(7,311)




 
 
 
6. Post Balance Sheet Event
 
The land and buildings at Haydock were refinanced in May 2019 raising £500,000 in cash, this was used to clear a temporary overdraft balance in Coral Products (Mouldings) Ltd.
 
7.  Publication of Annual Report
 
A copy of the 2019 Report & Accounts will be sent to all shareholders on 16 September 2019. Further copies will be available to the public at the company's registered address at North Florida Road, Haydock Industrial Estate, Haydock, Merseyside WA11 9TP and on the Company's website at www.coralproducts.com.
Notice of the Annual General Meeting
 
Notice is hereby given that the Annual General Meeting of Coral Products plc (the Company) will be held in Leverhulme Room One at Haydock Race Track, Newton-le-Willows, Merseyside, WA12 0HQ, on Wednesday 25 September 2019, at 12.00 noon for the purpose of considering and, if thought fit, passing of the following resolutions, of which Resolutions 1 to 7 will be proposed as Ordinary Resolutions, to be passed with more than half of the votes in favour of the resolution and Resolutions 8 and 9 will be proposed as Special Resolutions, to be passed with at least three-quarters of the votes in favour of the Resolution.
 
Ordinary business
 
Ordinary resolutions
1.         To receive and adopt the audited accounts for the year ended 30 April 2019, together with the Reports of the Directors and Auditors.   
2.         To re-elect Joe Grimmond, who retires by rotation as a Director of the Company.
3.         To re-elect David Low, who retires by rotation as a Director of the Company.
4.         To re-appoint BDO LLP as auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company and that the Directors be authorised to fix their remuneration.
5.         To declare a final dividend of 0.00p per ordinary share in respect of the year ended 30 April 2019.
6.         To approve the Board Report on Directors' Remuneration for the year ended 30 April 2019.
7.         That the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of £550,765, provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the end of the Company's annual general meeting in 2020, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted and the directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. This authority is (i) subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange and (ii) in substitution for all previous authorities conferred on the directors in accordance with section 551 of the 2006 Act but without prejudice to any allotment of shares or grant of Rights already made or offered or agreed to be made pursuant to such authorities.
 
Special resolutions
8.         That, subject to and conditional upon the passing of resolution 7 set out in this notice, the directors be generally empowered to allot equity securities (as defined in section 560 of 2006 Act) pursuant to the authority conferred by resolution 8 as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall:
            8.1   be limited to:
                    8.1.1    the allotment of equity securities in connection with an offer of equity securities:
                                    (a)   to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
                                    (b)   to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary;
                    8.1.2    the allotment of equity securities (otherwise than pursuant to paragraph 8.1.1 above) up to an aggregate nominal amount of £550,765;
            8.2   be subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
            8.3   expire at the end of the Company's annual general meeting in 2020 (unless renewed, varied or revoked by the Company prior to or on that date), save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.
 
Special business
Special resolution
9.         That the Company be generally and unconditionally authorised for the purposes of Section 701 of the 2006 Act to make market purchases (within the meaning of Section 693(4) of the 2006 Act) of ordinary shares of 1 pence each in the Company in such manner and upon such terms as the Directors may from time to time determine, provided that:
            (a)   the maximum number of ordinary shares which may be purchased is 12,392,230;
            (b)   the minimum price which may be paid for an ordinary share is 1 pence (being the nominal value of the ordinary share) exclusive of expenses;
            (c)    the maximum price which may be paid for an ordinary share exclusive of expenses is equal to the higher of (i) 105 per cent of the average of the middle market quotations for an ordinary share derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made and (ii) the higher of (a) the price of the last independent trade and (b) the highest current independent bid (in each case, in relation to (a) and (b), for any number of the Company's ordinary shares on the trading venue where the purchase is carried out); and
            (d)   the authority to purchase hereby conferred shall expire at the end of the next annual general meeting in 2020, save that the Company may make a contract to purchase ordinary shares under this authority before the expiry of the authority which will or may be completed wholly or partly thereafter and a purchase of shares may be made in pursuance of any such contract.
 
By order of the Board                                                                                                                         
Sharon Gramauskas                                                                                                    
Company Secretary                                                                                                   
21 August 2019         
                                                                                                  Registered Office
North Florida Road
Haydock Industrial Estate
Haydock
Merseyside
WA11 9TP
 
Notice of the Annual General Meeting
continued
 
Notes
1.              A member entitled to attend and vote at the Annual General Meeting may appoint another person(s) (who need not be a member of the Company) to exercise all or any of his rights to attend, speak and vote at the Annual General Meeting. A member can appoint more than one proxy in relation to the Annual General Meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him.
 
2.              A proxy does not need to be a member of the Company but must attend the Annual General Meeting to represent you. Your proxy could be the Chairman, another director of the Company or another person who has agreed to attend to represent you. Your proxy will vote as you instruct and must attend the Annual General Meeting for your vote to be counted. Appointing a proxy does not preclude you from attending the Annual General Meeting and voting in person.
 
3.              A Proxy Form which may be used to make this appointment and give proxy instructions accompanies this Notice of Annual General Meeting. Details of how to appoint a proxy are set out in the notes to the Proxy Form. If you do not have a Proxy Form and believe that you should have one, or if you require additional forms, please contact the Company.
 
4.              In order to be valid an appointment of proxy must be returned (together with any authority under which it is executed or a copy of the authority certified) in hard copy form by post, by courier or by hand to the office of the Company at North Florida Road, Haydock Industrial Estate, Haydock, Merseyside WA11 9TP, and must be received by the Company at least 48 hours prior to the meeting.
 
5.              To change your proxy instructions, you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy Proxy Form and would like to change the instructions using another hard copy Proxy Form, please contact the Company. The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. To terminate your proxy instruction, please send a written notice to the Company stating your intention to revoke the proxy instruction, to be received by the Company no later than 48 hours prior to the meeting. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the others.
 
6.              A copy of this Notice of Annual General Meeting may have been sent for information only to persons who have been nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a "Nominated Person"). The rights to appoint a proxy cannot be exercised by a Nominated Person: they can only be exercised by the member. However, a Nominated Person may have a right under an agreement between him and the member by whom he was nominated to be appointed as a proxy for the Annual General Meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.
 
7.              To be entitled to attend and vote at the Annual General Meeting, members must be registered in the register of members of the Company 48 hours prior to the meeting (or, if the meeting is adjourned, 48 hours prior to the date of the adjourned meeting). Changes to entries on the register after this time shall be disregarded in determining the rights of persons to attend or vote (and the number of votes they may cast) at the meeting or adjourned meeting.
 
8.              Voting on all Resolutions will be conducted by way of a poll rather than a show of hands. This is a more transparent method of voting as member votes are to be counted according to the number of shares held. As soon as practicable following the Annual General Meeting, the results of the voting at the Annual General Meeting and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of each of the Resolutions will be announced via a regulatory information service.
 
9.              A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the Annual General Meeting. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.
 
10.           The Company must cause to be answered at the Annual General Meeting any question relating to the business being dealt with at the Annual General Meeting which is put by a member attending the Annual General Meeting, except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered or if to do so would involve the disclosure of confidential information.
 
11.           As at 20 August 2019 (being the last Business Day prior to the publication of this Notice of Annual General Meeting), the Company's issued share capital consists of 82,614,865 ordinary shares of 1p each with voting rights. Therefore, the number of total voting rights in the Company is 82,614,865.
 
12.           The contents of this Notice of Annual General Meeting and details of the total number of shares in respect of which members are entitled to exercise voting rights at the Annual General Meeting and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this Notice of Annual General Meeting will be available on the Company's corporate website: www.coralproducts.com.
 
13.           You may not use any electronic address provided in this Notice of Annual General Meeting to communicate with the Company for any purposes other than those expressly stated.
Financial Calendar
 
 
 
            Annual General Meeting                                 25 September 2019
                     Payment of Final Dividend                             N/A
                     Provisional - Interim results                            January 2020
 
 
 
 
 
 
 
 
Shareholder Information
 
Coral Products shareholders register is maintained by Share Registrars Limited who are responsible for updating the register, including details of shareholders' addresses. If you have a query about your shareholding in Coral Products, you should contact Share Registrars by telephone on 01252 821390, by email to enquiries@shareregistrars.uk.com or in writing to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR.
 
 
The Coral Products website at www.coralproducts.com provides news and details of the Group's activities plus information for Shareholders. The investor section of the website contains real time and historical share price data as well as the results and announcements
 
 
 
 




This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
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