Smiths Group PLC SMIN Publication of Accounts 2012 and Notice of AGM

  Smiths Group PLC (SMIN) - Publication of Accounts 2012 and Notice of AGM

RNS Number : 5448O
Smiths Group PLC
12 October 2012


12 OCTOBER 2012

SMITHS GROUP PLC



ANNUAL FINANCIAL REPORT 2012

LISTING RULE LR 9.6.3 R

The Company is submitting today copies of the documents listed below to the UK
Listing Authority, in compliance with Listing Rule LR 9.6.1R.

1. Annual Report 2012;

2. Notice of Annual General Meeting;

3. Notice of the availability of company documents in electronic  format; 
and

4. Proxy Form.

The above-mentioned  documents  will  be  uploaded  to  the  National  Storage 
Mechanism website,  in pdf  file format,  and will  shortly be  available  for 
viewing by visiting http://www.hemscott.com/nsm.do.

Copies  of  the  documents  referred  to  above  have  been  posted  to   some 
shareholders and made  available online  to the other  shareholders today,  in 
accordance with their respective elections for company communications.

The Annual  Report 2012  and the  Notice  of Annual  General Meeting  are  now 
available online  at  the  Company's  website,  www.smiths.com/ar12.  Printed 
copies may be obtained by writing to The Company Secretary, Smiths Group  plc, 
2nd Floor, Cardinal Place, 80 Victoria  Street, London SW1E 5JL or sending  an 
e-mail request to secretary@smiths.com.

DISCLOSURE & TRANSPARENCY RULE DTR 6.3.5(2)

A condensed  set  of  the  Company's  consolidated  financial  statements  and 
information on important events that occurred during the financial year  ended 
31 July 2012 and  their impact on the  financial statements were contained  in 
the Final Results announcement  issued by the  Company, through the  Regulated 
News Service of  the London Stock  Exchange, at 07:00  on 19 September  2012. 
That information,  together  with the  information  set out  below,  which  is 
extracted from the  Annual Report  2012, constitute the  material required  by 
Disclosure & Transparency Rule 6.3.5 to  be communicated to the media in  full 
unedited text through a Regulatory Information Service. This announcement  is 
not a  substitute for  reading the  full Annual  Report 2012.  Page and  note 
references in the text below refer to  page numbers in the Annual Report  2012 
and notes to  the financial statements  (available online from  www.smiths.com 
and www.hemscott.com/nsm.do).





RISK MANAGEMENT

(Extract comprising pages 54 to 58 in the Annual Report 2012)



Risk management

Smiths Group is exposed to a wide  range of risks in running its  businesses. 
The Company and its divisions consider these risks on a regular basis and seek
to put  in place  appropriate risk  management processes,  policies and  other 
measures, including insurance where appropriate.



However, there can be  no assurance that these  measures will be effective  in 
any particular  case. If  any  of these  risks,  or other  unforeseen  risks, 
materialise, they could  have a  significant adverse  effect not  only on  our 
business and financial condition  but also on our  reputation and the  trading 
prices and  liquidity  of our  securities.  This could  lead  to a  loss  for 
investors of part of or, in a worst case scenario, all of their investment.

The Group's  process  for  identifying, evaluating  and  managing  significant 
business risks is reviewed by the  Audit Committee and monitored by the  Group 
Internal Audit Department. An  outline of this year's  review process by  the 
Board and  Audit Committee  is  set out  on page  77.  A description  of  the 
Company's internal  controls and  risk management  processes is  given in  the 
Corporate governance statement, on pages 75-76.

Further  information  is  provided  below  on  our  principal  risks  and  the 
mitigating activities in  place to address  them. The Group  is exposed to  a 
larger number of risks than those  listed. However, we have made a  conscious 
effort to disclose those risks that have been debated at recent Board or Audit
Committee meetings and are of most concern to the business at this time.

Changes to the Group's risk profile

Since the  last  annual  report,  the Group's  assessment  of  its  risks  has 
incorporated the following risk areas:

- There has been a sustained risk that certain Eurozone members fail to
meet their  sovereign  debt  obligations, which  could  destabilise  the  Euro 
currency and result in currency devaluations in some of our Eurozone markets.
If such  devaluation  took  place,  the  Group's  trading  position  might  be 
adversely affected and investments in such markets may decrease in value.  We 
are preparing plans to address these  effects where it would be practical  and 
economic to do so.

- Continued  constraints  on  government  budgets  are  likely  to  put 
pressure on public sector  spending in areas such  as healthcare, defence  and 
homeland security  in markets  in which  the Group  operates. This  budgetary 
pressure has also caused payment terms to lengthen with some government-funded
customers, particularly in Southern Europe, although we continue to manage any
overdue debts very closely.  There may be other  effects, such as changes  in 
the fiscal and regulatory policies in  the countries where the Group  conducts 
its business.

- The incidence of cyber-security  crime has increased in recent  years 
and some Smiths Group companies operate in sectors where cyber-criminals  have 
been active. We continue to monitor our systems closely and have introduced a
Group-wide information security awareness programme.



Economic outlook

Risk

The Group  operates  in more  than  50 countries  and  is affected  by  global 
economic conditions, particularly in the US and Europe. Our business is  also 
affected by  government  spending priorities,  in  particular in  the  US  and 
Europe, and the willingness of governments to commit substantial resources  to 
homeland security and defence.

Current global economic and financial market conditions, and the potential for
a significant and  prolonged global  recession, may  materially and  adversely 
affect Group  performance  and  financial condition.  A  recession  may  also 
materially affect our customers, suppliers and other parties with which we  do 
business. Adverse  economic and  financial market  conditions may  cause  our 
customers to terminate  existing orders,  to reduce their  purchases from  the 
Group, or to be  unable to meet their  obligations to pay outstanding  amounts 
due to the Group. These market conditions may also cause our suppliers to  be 
unable to meet their commitments  to the Group or  to change the credit  terms 
they extend to us.

Potential impact

A significant and  sustained economic  downturn, or any  similar event,  could 
have a  material adverse  effect on  the Group's  operational performance  and 
financial condition.

Risk management

- The Group has  a diversified portfolio  of businesses that  mitigates 
exposure to any one country or sector.

- The divisions regularly monitor  their order flows and other  leading 
indicators,  where  available,  so  that   they  may  respond  quickly  to   a 
deterioration in trading conditions.

- In  the  event of  a  significant  economic downturn,  there  may  be 
opportunities to identify and implement cost reduction opportunities to offset
the impact on margins from a deterioration in sales.



Financial risks (foreign exchange, funding, tax and insurance)

Risk

Foreign exchange: Exchange rate fluctuations  have had, and could continue  to 
have, a material impact on the reported results. The Group is exposed to  two 
types of currency risk: transaction and translation.

Funding: The  Group's ability  to  refinance its  borrowings  in the  bank  or 
capital markets is dependent on  market conditions and the proper  functioning 
of financial markets.

Tax: The Group's future profitability, particularly in the US where there  are 
higher rates of corporation tax, may  cause the headline tax rate to  increase 
over time. Changes in tax and  fiscal regulations and transfer pricing  rules 
in the countries in which we  operate could affect the Group, particularly  at 
times when public sector debt is high.

Insurance: The  Group  cannot  be certain  that  it  will be  able  to  obtain 
insurance on acceptable  terms or at  all. Furthermore, the  Group cannot  be 
certain that  its insurance  will cover  losses arising  from events  or  that 
insurers will not  dispute coverage.  In addition,  even if  our coverage  is 
sufficient, the insurance industry is subject to credit risk, particularly  in 
the event of a catastrophe or where  an insurer has substantial exposure to  a 
specific risk.

Potential impact

Foreign exchange:  The  Group's reported  results  will fluctuate  as  average 
exchange rates change. The Group's reported net assets will fluctuate as  the 
year-end exchange rate changes.

Funding: The Group may be unable to refinance its debt when due.

Tax: Taxation costs could rise and earnings per share could deteriorate, which
could affect the Group's market valuation.

Insurance: If insurance cover is inadequate  or does not pay out as  expected, 
the Group could be exposed to  an unexpected material cash outflow, which  may 
impact on the Group's liquidity and/or share price.

Risk management

- Foreign  exchange:  The  Group's  hedging  strategy,  whereby  larger 
transactions are hedge accounted, mitigates the risk to profitability to  some 
extent. Net  investment  hedging  of overseas  assets  of  approximately  50% 
through borrowing in non-sterling currencies mitigates the impact of  exchange 
rate fluctuations on net assets.

-  Funding:  The  Group's  debt  maturity  is  staggered  so  that  the 
refinancing risk  is  minimised.  As at  31  July  2012, we  had  an  undrawn 
revolving credit facility of $800m.

- Tax:  The  Group's  taxation  staff  co-ordinate  tax  management  to 
mitigate possible increases in the  effective tax rate. Regular reporting  to 
the Board of tax risks and exposures provides good visibility of issues.

- Insurance: Insurance risk  is spread across a  number of carriers  to 
minimise individual insured risk and counterparty risk.

Read more on page 52.



Eurozone break-up

Risk

Political and economic structural weaknesses in the single currency  framework 
have caused heightened risk that the  Eurozone may not survive in its  present 
form. If the Eurozone breaks up, one  or more countries will leave the  Euro, 
and opt  for  new currencies.  This  may  result in  substantial  default  on 
existing Euro sovereign debt and  economic dislocation. It could also  result 
in capital exchange controls being imposed, some domestic banking failures and
expropriation of assets.

Potential impact

Smiths Group has approximately 5-6% of its business (measured by sales, profit
or net assets) in Spain, Ireland,  Portugal, Italy and Greece, which could  be 
adversely affected by currency devaluations.

It might affect the profitability of existing contracts and customers might be
unable to  repay debts  according to  agreed terms.  A Eurozone  break-up  is 
likely to affect the wider economic environment, particularly in Europe, which
could affect trading on a global basis.

Risk management

- The diversified portfolio mitigates exposure to any single country or
currency. We also have robust processes to monitor overdue debts.

- We have  net investment hedging  of c. 50%  of our overseas  currency 
exposure and assets.

- A project has identified further risk mitigation actions and reviewed
opportunities to provide contractual protection.



Global supply chain/concentration of manufacturing

Risk

The Group's business depends  on the availability and  timely delivery of  raw 
materials and purchased components, and could  be affected by a disruption  to 
its supply chain.  In particular, we  rely on sole  suppliers to provide  raw 
materials or components for some of our products.

The Group's  manufacturing  facilities are  exposed  to a  number  of  natural 
catastrophe risks, which, like other external events such as terrorist attacks
or a disease pandemic, could have significant adverse consequences. The Group
is also affected by the social, economic, regulatory and political  conditions 
in the countries where it operates, which are often unpredictable and  outside 
its control, particularly in developing countries.

Potential impact

The concentration of manufacturing in  lower cost countries, in particular  in 
Mexico and China, increases the length of  the supply chain and means that  an 
adverse event  could have  more significant  consequences for  our ability  to 
supply customers on time.

A longer supply chain also affects transport costs, which could be exacerbated
by energy cost inflation.

Risk management

- Business  continuity and  disaster recovery  plans are  in place  and 
tested for critical locations, to reduce the impact of an event.

- Single source supplier risks are identified and, where possible,  key 
materials or components are dual sourced to mitigate the impact of an event.

- The  Group regularly  evaluates its  key sites  for a  range of  risk 
factors using externally benchmarked assessments, and takes action to  improve 
these ratings, where appropriate.

- The Group has business interruption and property damage insurance.



Government customers

Risk

We  derive  a  significant  proportion  of  our  revenues  in  mature  Western 
economies.  Additionally,  around  35%  of   the  Group's  revenue  is   from 
governments and their agencies or are influenced by government regulation.

Smiths Detection, Smiths Medical and Smiths Interconnect frequently tender for
government contracts. The timing of contract awards and payments under  these 
contracts may be uncertain and uneven over a given financial year.

Any  significant  disruption  or  deterioration  in  relationship  with  these 
governments could result in fewer contracts and lower revenues.

Potential impact

At a time  when government finances  are under pressure,  these headwinds  may 
lead to slower growth across the business.

A decrease in spending by key government customers could materially affect the
Group's results and financial condition.

Delays in awarding government contracts can affect the Group's sales,  margins 
and cash conversion in a particular reporting period.

Risk management

- The Group has  a diversified portfolio  of businesses that  mitigates 
exposure to any one country or sector.

- Some of our government-related business has a services or consumables
component, which can be more resilient during an economic downturn.

- The Group has  a government relations function  so that it can  inform 
policy and maintain  close relationships  with customers.  This supports  the 
monitoring of  lead  indicators  and  helps  us  to  position  our  businesses 
appropriately for the economic cycle.



Information technology and cyber-security

Risk

The Group's  information  systems, personnel  and  facilities are  subject  to 
security risk. The Group is  dependent on information technology systems  for 
both internal and external communications and for the day-to-day management of
its operations. The incidence of cyber-security crime is on the rise and some
Smiths Group companies operate in sectors where cyber-criminals are active.

Potential impact

Any disruption  to  the information  systems  could have  significant  adverse 
consequences for the  Group's operations or  its ability to  trade. It  could 
result in  the loss  of confidential  information and  intellectual  property, 
which could affect  the Group's  competitive position  and cause  reputational 
damage.

Risk management

- Extensive  controls  and  reviews  are  undertaken  to  maintain  the 
integrity and efficiency of IT infrastructure and data.

- There  are  also  processes  to deal  with  significant  IT  security 
incidents.

- A  Group-wide  information  security  awareness  programme  has  been 
launched.



Acquisitions and disposals

Risk

The success  of  the  Group's  acquisition  strategy  depends  on  identifying 
targets, obtaining authorisations and having the necessary financing. Even if
an acquisition is completed, the acquired products and technologies may not be
successful or may require significantly greater resources and investment  than 
anticipated.

The Group may not be  able to integrate the  businesses that it acquires.  If 
integration is unsuccessful, anticipated benefits are not realised or  trading 
by acquired businesses falls below expectations, it may be necessary to impair
the carrying value of these assets.

In recent years, the Group has  disposed of a number of businesses,  including 
its Aerospace  operations,  where it  has  given indemnities,  warranties  and 
guarantees to  counterparties.  The  Group  is also  party  to  a  number  of 
contracts relating to formerly owned businesses  which it has not yet  novated 
to the purchasers of these businesses.

Potential impact

The Group's return on  capital employed may fall  if acquisition hurdle  rates 
are not met.

The  Group's  financial  performance  may   suffer  from  goodwill  or   other 
acquisition-related impairment charges.

Insufficient allowance for  indemnities and warranties  given at disposal  may 
affect our financial position.

Risk management

- We  perform  comprehensive strategic  and  financial reviews  of  all 
opportunities. Detailed due diligence and integration work is undertaken  and 
reviewed in accordance with Group policy.

- Due  diligence includes  an assessment  of the  acquisition  target's 
talent and  competencies.  We  also  consider  the  integration  process  and 
management.

- The  Board  only  authorises acquisitions  after  completion  of  due 
diligence, and approval is subject to meeting the capital allocation and other
financial hurdles set by the Board.

-  The  Board  regularly   reviews  post-acquisition  performance   and 
integration.

- The Executive Committee and  Board review the acquisition  pipeline. 
There are monthly reviews with strategy leads for each division.

- On disposals, the Group seeks to minimise its exposure to indemnities
and warranties and any that are provided are reviewed on a regular basis.



Compliance with legislation and regulations

Risk

There is a risk that the Group  may not always be in complete compliance  with 
laws, regulations or permits, for  example concerning environmental or  safety 
requirements.

The Group  operates in  highly regulated  sectors. Smiths  Detection,  Smiths 
Interconnect and Smiths Medical are  particularly subject to regulation,  with 
certain customers, regulators or other enforcement bodies routinely inspecting
the Group's practices, processes and premises.

Smiths Detection  and Smiths  Interconnect manufacture  security products  and 
components,  which  are  subject  to  numerous  export  controls,   technology 
licensing and other government regulations.

In addition, new  legislation, regulations or  certification requirements  may 
require additional  expense,  restrict  commercial  flexibility  and  business 
strategies or introduce additional liabilities for the company or  directors. 
There also  appears  to be  a  growing trend  for  legislation that  could  be 
described as 'protectionist', which may affect our businesses.

Potential impact

The Group could be held  responsible for liabilities and consequences  arising 
from past or  future environmental damage,  including potentially  significant 
remedial costs. There can  be no assurance that  any provisions for  expected 
environmental liabilities and  remediation costs will  adequately cover  these 
liabilities or costs.

Should a  regulator's approval  process  take a  particularly long  time,  our 
products may be delayed in  getting to market, which could  lead to a loss  of 
revenue or benefit  a competitor with  a similar product.  Corruption on  the 
part of a single employee can entail severe consequences for the Group.

Failure to comply with certain regulations may result in significant financial
penalties, debarment from government contracts and/or reputational damage.

Risk management

- Environmental, health and  safety data are  reported to the  Quarterly 
Business Reviews, Executive  Committee and  the Board, along  with actions  to 
improve performance over time.

- Smiths Medical has  dedicated staff who  maintain close contact  with 
the US Food and Drug Administration and other key regulators.

- All  divisions  have  trade compliance  advice  and  training.  This 
includes training on the  Group's Code of Business  Ethics and assessments  to 
support compliance.

- Divisional  and Group  General  Counsel monitor  legislative  changes 
(assisted by Government  Relations staff)  and report and  monitor actions  as 
necessary. This may require modifications  to our supply chains and  customer 
arrangements.



Pension funding

Risk

At 31 July  2012, the  Group has legacy  defined benefit  pension plans,  with 
aggregate liabilities in excess  of £3bn on an  accounting basis. Changes  in 
discount rates, inflation, asset returns  or mortality assumptions could  lead 
to a  materially higher  deficit. For  example, the  cost of  a buyout  on  a 
discontinued basis,  and therefore  using  more conservative  assumptions,  is 
likely to be significantly higher than the accounting deficit.

In addition, there is a  risk that the plans'  assets, such as investments  in 
equity and debt securities, will not be sufficient to cover the value of those
benefits.

Potential impact

The implications  of a  higher  pension deficit  include  a direct  impact  on 
valuation, credit  rating and  potential  additional funding  requirements  at 
subsequent triennial reviews. The 2012  triennial review of the principal  UK 
pension schemes may result in higher cash payments from the Group.

In the event of a major disposal that generates significant cash proceeds that
are returned to  shareholders, the Group  may be required  to make  additional 
cash payments to the schemes or provide additional security.

Risk management

- All major schemes (US/UK) have been closed to future accrual.

- Agreed funding plans are in place with the major UK schemes following
the last triennial reviews. The Group seeks a good working relationship  with 
the trustees through regular update meetings.

- There  are plans  in  place to  reduce  the mismatch  between  assets 
classes and  liabilities,  as relative  outperformance  of the  assets  versus 
liabilities is achieved,  although there  is no downside  protection in  place 
should this not occur.

- Pension matters are regularly reported to the Board.

Read more in note on pages 112-115.



Product liability and litigation

Risk

In the ordinary  course of its  business, the Group  is subject to  litigation 
such as  product  liability claims  and  lawsuits, including  potential  class 
actions, alleging that the Group's products  have resulted or could result  in 
an unsafe condition or injury.

In addition, manufacturing flaws, component  failures or design defects  could 
require us to  recall products.  Many of our  products are  used in  critical 
applications where the consequences  of a failure  could be extremely  serious 
and, in some cases, potentially catastrophic.

- Products  sold  to the  aviation,  security, healthcare,  energy  and 
consumer/domestic industries are particularly critical in nature.

- Furthermore, over half the Group's  sales are in the US, where  there 
is potentially increased litigation risk.

Potential impact

Any liability claim against the Group, with or without merit, could be  costly 
to defend and could increase our insurance premiums. Some claims might not be
covered by our insurance policies, either adequately or at all.

An adverse event involving one of our products could damage our reputation and
reduce market acceptance and demand for all of our products.

Risk management

-  Quality  assurance  processes  are  embedded  in  our  manufacturing 
locations  for  critical  equipment,   supporting  compliance  with   industry 
regulations.

- A  global best  practice  programme is  underway to  enhance  product 
quality processes  across  the Group.  This  is sponsored  by  the  Executive 
Committee and leverages the ongoing work in Smiths Medical and John Crane.

- The  divisions have  procedures for  dealing with  product  liability 
issues and potential product recalls. These procedures are informed by crisis
management planning workshops and rehearsals.

- The Group has  insurance cover for  certain product liability  risks. 
The US  'Safety  Act'  provides legislative  protection  for  certain  Smiths 
Detection products in  the US;  and we  support efforts  to implement  similar 
legislation in other markets.

- Any litigation is managed under the supervision of the Group's  legal 
function. We  have  detailed action  plans  to manage  actual  or  threatened 
litigation.

Read more on page 53 and in note 22 on pages 128-130.



Technology and innovation

Risk

Developing new products  and improving  existing products is  critical to  our 
business and competitors may innovate more effectively.

The emergence  of a  disruptive technology  could have  an impact  on a  major 
cash-flow contributor to the Group over time.

The speed  of  innovation in  certain  markets  may lead  to  shorter  product 
lifecycles, increasing the need for innovation.

Additionally, the  entry of  new competitors,  the consolidation  of  existing 
competitors  and  changed  or   irrational  competitor  behaviour  could   all 
significantly affect the Group's business.

Potential impact

The failure  of  the Group  to  develop its  products  and services,  or  more 
effective innovation by a competitor,  could have a materially adverse  effect 
on sales growth.

Risk management

- The  Group has  a  diversified technology  portfolio  in a  range  of 
sectors and geographies.

- Our  continued investment  in R&D  supports new  product and  service 
development.

- The  Group  looks  to  expand the  addressable  markets  of  its  key 
businesses by  building  capabilities  in adjacent  markets,  through  organic 
investment and targeted acquisitions.



Talent and succession planning

Risk

The loss of key personnel, or the failure to plan adequately for succession or
develop new talent.

Competition for personnel is  intense and the Group  may not be successful  in 
attracting  or   retaining  qualified   personnel,  particularly   engineering 
professionals. In  addition, certain  personnel may  be required  to  receive 
security clearance and  substantial training to  work on certain  programmes. 
The loss of key employees, the Group's inability to attract new or  adequately 
trained employees, or a delay in hiring key personnel could seriously harm the
Group's business.

Potential impact

May impact  the reputation  of  the Group,  or lead  to  a disruption  in  the 
leadership of the business.

Over time, our competitive advantage is defined by the quality of our people -
should we  fail  to  attract, develop  and  retain  key talent,  in  time  our 
competitive advantage  will  erode,  leading to  weaker  growth  potential  or 
returns.

Risk management

- Each division or function holds talent and succession plan reviews at
least annually. These plans are reviewed by the Nomination Committee.

- Remuneration packages, including  variable and long-term elements  of 
the compensation arrangements are evaluated regularly against market practice.

Read more on pages 17 and 53.



STATEMENT OF DIRECTORS' RESPONSIBILITIES

(This statement is  repeated here solely  for the purposes  of complying  with 
Disclosure &  Transparency  Rule 6.3.5.  This  statement relates  to  and  is 
extracted from page 89 of the Annual Report 2012. It is not connected to  the 
extracted information presented in this  announcement or to the Final  Results 
announcement released on 19 September 2012.)



Company law  requires the  directors to  prepare accounts  for each  financial 
year. Under company law  the directors must not  approve the accounts  unless 
they are satisfied that they give a true and fair view of the state of affairs
of the Group and the Company and of  the profit or loss of the Group for  that 
period. In preparing these accounts, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make  judgements and  accounting estimates  that are  reasonable  and 
prudent;

- state  whether the  consolidated accounts  comply with  International 
Financial Reporting Standards ("IFRS"), and the Parent Company accounts comply
with applicable UK  Accounting Standards, subject  to any material  departures 
disclosed and explained in the accounts;

- prepare  the  accounts  on  the going  concern  basis  unless  it  is 
inappropriate to  presume that  the Group  and the  Company will  continue  in 
business.

The directors are responsible for keeping adequate accounting records that are
sufficient to show and  explain the Group and  the Company's transactions  and 
disclose with reasonable accuracy  at any time the  financial position of  the 
Group and the  Company and enable  them to  ensure that the  accounts and  the 
Directors' remuneration  report comply  with the  Companies Act  2006 and,  as 
regards the Group financial statements, Article 4 of the IAS Regulation.  They 
are also responsible for safeguarding the assets of the Group and the  Company 
and hence for  taking reasonable  steps for  the prevention  and detection  of 
fraud and other irregularities.

In accordance with  the Disclosure and  Transparency Rules of  the UK  Listing 
Authority, each  of the  directors (who  are listed  in the  Group  directors' 
report) confirms that to the best of his or her knowledge:

- the Group's  financial statements  have been  prepared in  accordance 
with IFRS as adopted by  the European Union and give  a true and fair view  of 
the Group's assets, liabilities and financial position as at 31 July 2012  and 
of its profit for the financial year then ended; and

- the Group directors' report includes a fair review of the development
and performance of the business and the position of the Group, together with a
description of the principal risks and uncertainties that the Group faces.



(This Statement was signed on behalf of the Board on 18 September 2012.)







This  announcement  contains  certain  statements  that  are   forward-looking 
statements. They  include  statements  regarding  the  Company's  intentions, 
beliefs or  current expectations  and  those of  its officers,  directors  and 
employees  concerning,  amongst  other  things,  our  results  of  operations, 
financial condition, liquidity, prospects, growth, strategies and the business
we operate.  By  their nature,  these  statements involve  uncertainty  since 
future events and circumstances can  cause results and developments to  differ 
materially from those anticipated. The forward-looking statements reflect  the 
knowledge and  information available  at  the date  of this  announcement  and 
unless  otherwise  required  by  applicable  law  the  Company  undertakes  no 
obligation to update or revise these forward-looking statements.





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           The company news service from the London Stock Exchange

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