REG-Fuller, Smith & Turner PLC Fuller, Smith & Turner PLC: Publication of the Annual Report and Accounts for the 52 weeks ending 27 March 2021 and Notice of Annual General Meeting 2021
04/08/2021 11:35
============
Fuller, Smith & Turner PLC (FSTA)
Fuller, Smith & Turner PLC: Publication of the Annual Report and Accounts
for the 52 weeks ending 27 March 2021 and Notice of Annual General Meeting
2021
04-Aug-2021 / 11:30 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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FULLER, SMITH & TURNER P.L.C. ("the Company")
Publication of the Annual Report and Accounts for the 52 weeks ending 27
March 2021 and Notice of Annual General Meeting 2021
FULLER, SMITH & TURNER P.L.C. announces that the following documents are
being posted to shareholders today:
• Annual Report and Accounts for the 52 weeks ending 27 March 2021
• Notice of Annual General Meeting 2021
• Form of Proxy
The Annual General Meeting will be held at The George IV, 185 Chiswick
High Road, London, W4 2DR on Thursday, 23 September at 11 a.m., subject to
the prevailing Government guidance and restrictions on physical gatherings
at that time. Any changes to the arrangements for the AGM will be
communicated to shareholders before the AGM through the Company's website
and, where appropriate, announced to the London Stock Exchange. To the
extent shareholders wish to attend in person and can do so safely and in
accordance with the prevailing Government guidance at the date of the
meeting, shareholders are requested to pre-register their intentions to
attend by emailing FullersAGM@fullers.co.uk by no later than 5 p.m. on
Monday, 20 September 2021.
Copies of the above documents are available on the Company's website at
www.fullers.co.uk/corporate/investors/general-meetings and in accordance
with LR 9.6.1R, have been submitted to the National Storage Mechanism and
will shortly be available for inspection
at: 1 https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
In compliance with DTR 6.3.5, the following information is extracted from
the Annual Report and Accounts 2021 and should be read in conjunction with
the Company's Full Year Results Announcement issued on 8 July 2021.
Together, these constitute the material required by DTR 6.3.5 to be
communicated to the media in full unedited text through a Regulatory
Information Service. This material is not a substitute for reading the
full Annual Report and Accounts 2021 and page numbers and cross-references
in the extracted information below refer to page numbers and
cross-references in the Annual Report and Accounts 2021.
For further information, please contact:
Rachel Spencer
Company Secretary
020 8996 2073
Date: 4 August 2021
Appendix
1. Statement of Directors' Responsibilities in Respect of the Financial
Statements
The Directors are responsible for preparing the Strategic Report, the
Annual Report, the Remuneration Report and the Group and Company financial
statements in accordance with applicable United Kingdom law and
regulations.
Company law requires the Directors to prepare financial statements for
each financial year. Under that law, the Directors have elected to prepare
the financial statements in accordance with international accounting
standards in conformity with the requirements of the Companies Act 2006.
Under company law, the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state
of affairs and profit or loss of the Group and Company for the financial
period. Under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules, Group financial statements are required to be prepared
in accordance with international financial reporting standards ("IFRSs")
adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the
European Union.
In preparing the Group and Company financial statements, the Directors are
required to:
◦ select suitable accounting policies in accordance with IAS 8
Accounting policies, changes in accounting estimates and errors and
then apply them consistently;
◦ present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable
information;
◦ provide additional disclosures when compliance with the specific
requirements in IFRSs is insufficient to enable users to understand
the impact of particular transactions, other events and conditions on
the group and company financial position and financial performance;
◦ make an assessment of the Company's ability to continue as a going
concern;
◦ state that the Group and Company have complied with international
accounting standards in conformity with the requirements of the
Companies Act 2006 and IFRSs adopted pursuant to Regulation (EC) No
1606/2002 as it applies in the European Union), subject to any
material departures disclosed and explained in the financial
statements; and
◦ make judgements and estimates that are reasonable and prudent.
The Directors are responsible for keeping adequate accounting records that
are sufficient to show and explain the Group's transactions and disclose
with reasonable accuracy at any time the financial position of the Group
and Company and enable them to ensure that the financial statements and
the Remuneration Report comply with the Companies Act 2006 and applicable
regulations, including the requirements of the Listing Rules and the
Disclosure and Transparency Rules ("DTR") and in the case of the Group
financial statements, with Article 4 of the IAS Regulation. They are also
responsible for safeguarding the assets of the Group and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for preparing the Annual Report in
accordance with applicable law and regulations. The Directors are
responsible for the maintenance and integrity of the corporate and
financial information included on the Company's website. Legislation in
the United Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Statement as to Preparation of Financial Statements
The Directors confirm, to the best of their knowledge:
◦ that these financial statements, prepared in accordance with
international accounting standards in conformity with the requirements
of the Companies Act 2006 and IFRSs adopted pursuant to Regulation
(EC) No 1606/2002 as it applies in the European Union, give a true and
fair view of the assets, liabilities, financial position and profit of
the Group and Company taken as a whole;
◦ that the Annual Report and the Strategic Report includes a fair review
of the development and performance of the business and the position of
the Group and Company taken as a whole, together with a description of
the principal risks and uncertainties that they face; and
◦ that they consider the Annual Report and the financial statements,
taken as a whole, provides the information necessary to assess the
Company's performance, business model and strategy and is fair,
balanced and understandable.
The Directors of Fuller, Smith & Turner P.L.C. are listed on pages 40 and
41.
Directors' Statement as to Disclosure of Information to Auditors
The Directors who were members of the Board at the time of approving the
Directors' Report are listed on pages 40 and 41. Having made enquiries of
fellow Directors and of the Company's auditors, each of these Directors
confirms that:
◦ to the best of each Director's knowledge and belief, there is no
information relevant to the preparation of this report of which the
Company's auditors are unaware; and
◦ each Director has taken all the steps a Director might reasonably be
expected to have taken to be aware of any relevant audit information
and to establish that the Company's auditors are aware of that
information.
On behalf of the Board
Michael Turner
Chairman
8 July 2021
2. Principal Risks and Uncertainties
The following sets out the principal risks the business faces at present
that may impact future performance. This analysis is not intended to be a
comprehensive list of all risks actively managed by the business. The key
financial risks are detailed in note 28 to the financial statements.
Emerging Risks
Description Risk Mitigation
UK ECONOMY
The risk is kept under review as we
There has been a severe impact to implement our strategy. It informs the
the UK (and global) economy from level of liquidity we target to keep in
coronavirus the full impact of the business, the way in which we
which has yet to be understood. In invest in our diversified estate to
addition, the measures which the manage fluctuations in different parts
Government has put in place have of the economy and the flexibility we
cost billions of pounds, all of look for in future leasing
which will eventually be recouped arrangements.
through taxation.
Strategic Risks
Description Risk Mitigation
We have undertaken a significant
rightsizing activity across our estate
and central support office to reduce
our ongoing cost base. We have taken
advantage of the Government support
CORONAVIRUS AND FUTURE PANDEMIC for business through the job retention
scheme, business rates holiday for the
The coronavirus outbreak has had a hospitality sector, made use of the
seismic impact on our industry. Bank of England Covid Corporate
This has most obviously been Financing Facility and increased our
through the closure of all our pubs liquidity levels through an equity
and hotels to help limit the spread raise. We continue to partake in
of the virus, followed by the discussions with Government and trade
enforced social distancing and bodies to influence the future
other restrictions as we have imposing and lifting of any
reopened. The guidelines (now laws restrictions.
in some cases) and Government
restrictions have changed regularly We continue to monitor our cost base
and are likely to continue to on a monthly and weekly basis. On a
change. There are changes in the site level we review weekly
behaviour of our customers and in profitability and review the cost of
their patterns in visiting our closure and subsequent reopening
different sites. versus slower trading periods to make
the optimal decisions.
The health and safety of our team
members is critical and we have We have introduced clear coronavirus
implemented appropriate measures procedures for all our sites which are
for them to carry out their roles reviewed regularly.
safely.
Going forward we are closely
There is an increased likelihood of monitoring our cash flow to ensure we
subsequent pandemics, either maintain appropriate level of
entirely new strains of a virus or liquidity, continue to keep a
evolutions of the current strain. diversified estate and review the
The impact of another pandemic is composition in the light of current
likely to be similar to the events, negotiating more flexibility
experience of the current crisis. into leases going forward, keeping
strong ties with Government, building
on our current pandemic response plan,
and maintaining and enhancing our
flexibility in customer offering and
operational procedures.
Management monitor and research
CONSUMER DEMAND SHIFTS consumer trends and run trials of new
technologies.
The business's success is
attributable to its ability to We gather consumer feedback through
anticipate and react to consumer Net Promoter Score surveys, customer
demand. complaints and online and social media
reviews.
There have been accelerated changes
caused by the impact of coronavirus We analyse retail pricing and market
including, but not limited to, share data to ensure we are
working from home, cashless, people competitive but still premium.
buying alcohol for consumption in
the home, demand shift in city In addition, through the experience of
venues versus rural; and a dealing with coronavirus, the business
continued trend towards healthy and has become more flexible in dealing
lifestyle choices. with changes in operational measures,
product and service offerings.
We have a comprehensive training
programme in place for our employees
covering all aspects of health and
safety.
All sites complete a risk assessment
HEALTH AND SAFETY and are required to undertake detailed
weekly and monthly compliance checks
The health and safety of our which are then subject to review by
employees and customers is a key our in-house health and safety team.
priority for us. Live risk assessments and appropriate
adjustments to sites to comply with
Operating a large number of sites Government guidelines and restrictions
increases the challenge of ensuring in response to coronavirus are in
the highest health and safety place. The allergen procedures we have
standards are adhered to. implemented to manage the risks are
over and above what is legally
There is a risk of a customer required, and are continuously
suffering from failure to deliver reviewed, to ensure controls remain
our allergens policies and appropriate.
procedures.
We continue to utilise the services of
expert third party health and safety
auditors to undertake annual audits on
all our sites and perform detailed
investigations in instances where an
incident does occur.
We have succession plans in place for
key senior management roles and have
drawn upon these when selecting an
Executive Team to deliver the Board's
strategy for the new pubs and hotels
focused business.
RECRUITMENT AND RETENTION OF Given the competition for high quality
EMPLOYEES candidates across our sites, we have
plans in the year ahead to
The recruitment and retention of significantly improve the process and
high calibre employees is systems surrounding our recruitment
fundamental to our ability to strategy to ensure that our offer to
deliver a distinctive experience all employees is attractive. We
for our customers, and to support provide support for staff from the EU
our growth agenda. In particular and have increased the number of chef
this applies to the roles held by apprentice positions for UK
the support office staff, who may candidates. By investing in our
view a career within hospitality as employees and offering them real
less attractive than other parts of career paths, we are able to
the economy currently. differentiate ourselves from the
competition and ensure that we remain
the employer of choice in a
challenging market.
We continue to review and improve the
entire reward scheme to ensure that it
is competitive in both pay and
benefits for all team members.
INFORMATION TECHNOLOGY Our IT function has a range of
facilities and controls in place to
The Group is increasingly reliant ensure that in the event of an issue
on its information systems to normal operation would be restored
operate, and trading would be quickly. These include a formal IT
affected by any significant or Recovery Plan, online replication of
prolonged failures and/or data systems and failover datacentres, and
loss. In addition, the external support for hardware and
sophistication of cyber attacks software. We continue to introduce
continues to increase. more preventive measures to reflect
the increased risk.
We have a good relationship with our
current bankers and, given the
FINANCING predominantly freehold nature of our
business, we have the ability to offer
The current funding arrangements of more certainty than many in our sector
the business are due to expire in when raising finance. Alternative
2022 and there is a risk that we financing approaches are available,
are unable to find suitable including equity, as evidenced by the
financing. In addition, interest recent funding.
rates may increase, adversely
impacting profit, and/or there Interest rate costs have been managed
could be a risk of breaching through our long-term financing
financial covenants. arrangements and we have successfully
waived covenants and agreed new
measures that have minimised any risk
of breach.
Our preference is to have long-term
agreements in place with our suppliers
linking any price rises to CPI. We
have a Long-Term Supply Agreement in
place with Asahi Europe Ltd for the
COST INFLATION supply of beer, cider and other
beverages, which limits increases to
Market uncertainty and increasing CPI. Other suppliers are also linked
demand leads to cost pressures in to CPI with long-term agreements.
several areas, such as food and
drink production, utilities and We regularly monitor prices using
staff costs. relevant commodity databases, review
forward looking inflation and all
The Long-Term Supply Agreement with contracts are competitively tendered.
Asahi Europe Ltd is now embedded in
our business model and the impact The margin is monitored internally and
of Brexit broadly understood. our retail pricing is monitored
quarterly, compared to our
competitors.
The implementation of a new property
maintenance system has improved
controls on property costs.
We have a Long-Term Supply Agreement
in place with Asahi Europe Ltd for the
supply of beer, cider and other
beverages. This ensures that products
will meet certain brand performance
SUPPLY CHAIN metrics, and the supply service is
subject to key performance indicators
There is a risk that poor ("KPI"s).
performance by our suppliers may
damage customer satisfaction and All other key suppliers are subject to
could impact the profitability of service and quality KPIs which are
the Company. Any large scale issue monitored on a monthly basis.
with out of stock items could have
a big impact on trade in our Our preference is for long-term
Businesses. This risk includes any agreements and strong relationships.
impact from Brexit that has yet to The relationship with Asahi and
fully emerge due to hospitality Fuller's is now more mature, and we
closure either in the UK or EU. work with smaller suppliers to ensure
that they grow healthy, sustainable
businesses outside of their agreement
with Fuller's. The supply chain has
successfully survived the Covid
crisis, which gives us confidence in
its ongoing robustness.
We have developed a sustainability
SUSTAINABILITY programme and continue to enhance
this. We consider the impact of ESG as
There is risk that the failure to part of customer, people, supplier and
manage climate change risk could Tenanted strategies and policies going
impact profitability through forward.
taxation, regulation and supply
chain uncertainty, in addition to For more details, see the Corporate
reputational damage. Social Responsibility statement on
pages 34 to 38.
We aim to mitigate the risk of such
WAGE COST INFLATION increases through a combination of
improved operational efficiency and
Future labour cost increases may passing the cost on through the prices
impact the profitability of the we charge. Without these
business. The principal drivers of opportunities, the business would
such increases are projections for suffer a reduction in profitability
future increases in the National across both pubs and hotels.
Living Wage, coupled with any
potential for a tightening of Operational efficiency measures
labour supply. The risk to the include the rightsizing exercises, use
business remains despite the of technology (Order & Pay app) and
pandemic, as unemployment, which modelling labour per time of day to
although high during the last year optimise staffing levels. The
of lockdowns, has already begun to introduction of pay banding as part of
fall. the reward review will ensure
consistency of pay and provide an
effective way to manage costs.
3. Related Party Transactions
Group and Company
During the current and prior years the Company provided various
administrative services to the Fuller, Smith & Turner Pension Plan free of
charge. In addition, the Company settled costs totalling £368,000 (2020:
£497,000) relating to the provision of actuarial, consulting and
administrative services by third parties to the Fuller, Smith & Turner
Pension Plan.
52 weeks 52 weeks
ended ended
Compensation of key management personnel (including
Directors) 27 March 28 March
2021 2020
£m £m
Short-term employee benefits 3.0 4.3
Termination benefits 0.1 1.1
Post-employment benefits 0.3 0.4
Share-based payments - 0.2
3.4 6.0
Company Only
During the year the Company entered into the following related party
transactions:
Sales to Purchases Interest due Interest Amounts Amounts
related from from related due to due to due from
52 weeks ended parties related parties related related related
27 March 2021 parties parties parties parties
£m £m
£m £m £m £m
Subsidiaries - 21.0 - 4.2 (133.1) -
Sales to Purchases Interest due Interest Amounts Amounts
related from from related due to due to due from
52 weeks ended parties related parties related related related
28 March 2020 parties parties parties parties
£m £m
£m £m £m £m
Subsidiaries 0.3 76.4 1.7 4.4 (132.2) 7.5
Interest is payable on the majority of the amounts due to subsidiaries at
3% above the Bank of England base rate. All amounts outstanding are
unsecured and repayable on demand.
The Company received rental income from subsidiaries of £nil during the
year (2020: £0.3 million). The Company also incurred rental expenses from
subsidiaries of £0.3 million (2020: £10.1 million).
In addition, the Company has recharged an amount of £nil (2020: £1.4
million) to its subsidiaries and incurred £0.1 million (2020: £0.1
million) of recharges from its subsidiaries during the year.
Subsidiaries of parent companies established within the European Economic
Area are exempt from an audit if a guarantee is provided by the parent for
the subsidiary liabilities and the shareholders are in unanimous
agreement. The Group will be exempting the following companies from an
audit in 2021 for the period ended 27 March 2021 under Section 479A of the
Companies Act 2006, all of which are fully consolidated in these financial
statements:
Company Company Number
Griffin Catering Services Limited 01577632
Jacomb Guinness Limited 02934979
George Gale & Company Limited 00026330
45 Woodfield Limited 04279254
Grand Canal Trading Limited 04271734
B&D Country Inns I Limited 07292333
B&D Country Inns II Limited 08029280
B&D (Cookham) Limited 07320065
B&D (Odiham) Limited 08377459
B&D (Reading) Limited 07309587
B&D (Win) Limited 07320245
B&D (Farnham) Limited 08392963
B&D (Kingsclere) Limited 08975762
RSH 200 Limited 12035987
Cotswold Inns and Hotels Limited 03309179
The Group will be exempting the following companies from the preparation
and delivering of accounts to Companies House under Section 394A of the
Companies Act 2006, all of which are fully consolidated in these financial
statements:
Company Company Number
Griffin Inns Limited 00495934
Ringwoods Limited 00178536
F.S.T. Trustee Limited 03163480
Fuller, Smith & Turner Estates Limited 01831674
══════════════════════════════════════════════════════════════════════════
ISIN: GB00B1YPC344
Category Code: ACS
TIDM: FSTA
LEI Code: 213800C7ACOFMRCQQW76
OAM Categories: 1.1. Annual financial and audit reports
Sequence No.: 119183
EQS News ID: 1224015
End of Announcement EQS News Service
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