Wincanton plc (the `Company') Annual Financial Report Further to the Preliminary Results announcement made by the Company on 13 June 2013, which is available at www.wincanton.co.uk, the Company announces that it has issued its Annual Report and Accounts for the year ended 31 March 2013 and its Notice of Annual General Meeting 2013. These documents, together with associated Proxy Form, will be submitted to the UK Listing Authority and will shortly be available to the public for inspection at www.hemscott.com/nsm.do. Copies of the Annual Report 2013 and the Notice of Annual General Meeting 2013 are available on the Company's website at www.wincanton.co.uk. The 2013 Annual General Meeting will be held at 11:30am on Friday, 26 July 2013 at the offices of Buchanan, 107 Cheapside, London, EC2V 6DN. In accordance with DTR 6.3.5, the Company provides the following information that is extracted from the Annual Report and Accounts for the year ended 31 March 2013 and which is not otherwise included in the Preliminary Results announcement. Page numbers and cross-references in the extracted information below refer to page numbers and sections in the Annual Report and Accounts for the year ended 31 March 2013: Mitigating key risks (page 19) The Group identifies the key business risks it faces as follows: Risk Mitigation 1 Strategic The Group acts in a The Group maintains a market position competitive and complex consistently high level of and ongoing market and with large and operational performance. commercial sophisticated customers. Furthermore, a high quality operations business development team The Group has distinct exists to identify commercial pressures in opportunities in the third maintaining levels of party logistics market and the revenue and margin from benefits of Wincanton in that existing customers, market. Dedicated teams exist building new business to manage ongoing customer relationships and relationships and contract maximising the utilisation renewal processes within the of assets. Group's defined frameworks. In addition, the Group is focused on clearly articulating its existing as well as developing innovative solutions in the logistics market place. 2 Legal The Group acts within The Group employs internal and compliance jurisdictions, markets and external subject matter sectors which are highly experts, supported by legal regulated or covered by counsel, to set policy and significant legislation. monitor application including risk based testing programmes. The Group maintains programmes of appropriate staff training to ensure legal compliance, operational efficiencies and to minimise mistakes. This is backed up with comprehensive record keeping policies. Finally, appropriate IS management process and governance exist to ensure systems access controls operate and to monitor movements of our own and, where relevant, our customers' data. 3 IS The Group is highly The Group completes regular infrastructure dependent on the provision reviews to consider the and product of a high quality IS corporate IS roadmap and agree development infrastructure as it is its IS approach. Particular essential to the smooth focus is given to the approach running of the business as and infrastructure required to well as that of its ensure adequate disaster customers where we operate recovery processes and key systems such as procedures and in place. The warehouse management and Group maintains an extensive IS transport planning team including teams charged systems. with innovating new products and services and others who maintain and secure the existing infrastructure. The IS team also includes change experts working with appropriate project management methodologies. 4 Net debt and The compliance with the The Group is acutely focused on pensions covenant structures in the growing operating profit and deficit Group's financing generating free cash flow to arrangement, the future enable it to address these refinancing of the issues. The Group maintains existing debt and the comprehensive relationship management of the Group management with its banking pension fund are key to partners and provides senior the future financial management resources to the sustainability of the management of bank covenants. Group. The Group monitors both the external financing market and changes occurring in the way pension arrangements are provided including maintaining detailed financial planning and forecasting models. The Group maintains senior management focus on these balance sheet areas and a close relationship exists between the Group and the Pension Trustee board. 5 People The inability to recruit The Group has an appropriate and retain management and Human Resources structure which employees with the maintains the necessary necessary and appropriate standard of recruitment competencies, values and processes, based on key behaviours may restrict competencies, plus monitors and the Group's ability to develops the talent pool within grow. the Group's employee base. 6 Health and The Group's operations The Group maintains detailed safety involve the use of a wide health and safety procedures variety of equipment from and processes which are managed HGVs to hand propelled by a team of dedicated health pallet moving equipment in and safety professionals, who a diverse range of support and advise operational operating environments. management plus who run a These operations require programme of site reviews and ongoing monitoring and audits. management of health and safety risks. A failure to manage these risks properly may give rise to significant potential liabilities from the Group's interaction either with public or employees. Related Party Transactions (Note 28 to the consolidated financial statements on page 74) 28. Related parties Identity of related parties The Group has a controlling related party relationship with its parent Company Wincanton plc. In addition the Group has related party relationships with its Executive and non-executive Directors, with its subsidiaries and, in the year ended 31 March 2012, associates and jointly controlled entities (notes 12, 13 and 14 respectively). Transactions with Executive and non-executive Directors The interests of the Executive and non-executive Directors in the share capital of the Company, plus full details of the individual Director's emoluments, bonuses deferred in shares, share options and pension entitlements are given in the Directors' remuneration report on pages 29 to 36. The total of short-term employee remuneration and benefits receivable by the Directors is set out in note 4. Other related party transactions Associates During the year ended 31 March 2012 (up to the effective dates of disposal) associates purchased services from the Group for £0.1m and sold services to the Group for £5.2m. Jointly controlled entities During the year ended 31 March 2012 (up to the effective date of disposal) jointly controlled entities purchased services from the Group for £2.4m and sold services to the Group for £3.1m. At 31 March 2012, the outstanding balance between the remaining jointly controlled entity and the Group was £0.3m. All transactions with the jointly controlled entities were made on commercial terms. Independent auditor's report to the members of Wincanton plc (page 39) We have audited the financial statements of Wincanton plc for the year ended 31 March 2013 set out on pages 40 to 79. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the EU. The financial reporting framework that has been applied in the preparation of the parent Company's financial statements is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice). This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of Directors and auditor As explained more fully in the Directors' Responsibilities Statement set out on page 38, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www.frc.org.uk/ auditscopeukprivate. Opinion on financial statements In our opinion: • The financial statements give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2013 and of the Group's profit for the year then ended; • The Group financial statements have been properly prepared in accordance with IFRSs as adopted by the EU; • The parent Company financial statements have been properly prepared in accordance with UK Generally Accepted Accounting Practice; • The financial statements have been prepared in accordance with the requirements of the Companies Act 2006; and, as regards the Group financial statements, Article 4 of the IAS Regulation. Opinion on other matters prescribed by the Companies Act 2006 In our opinion: • The part of the Directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006; and • The information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following: Under the Companies Act 2006 we are required to report to you if, in our opinion: • Adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or • The parent Company financial statements and the part of the Directors' remuneration report to be audited are not in agreement with the accounting records and returns; or • Certain disclosures of Directors' remuneration specified by law are not made; or • We have not received all the information and explanations we require for our audit. Under the Listing Rules we are required to review: • The Directors' statement, set out on page 37, in relation to going concern; • The part of the Corporate governance statement in the Directors' report relating to the Company's compliance with the nine provisions of the UK Corporate Governance Code specified for our review; and • Certain elements of the report to shareholders by the Board on Directors' remuneration. Andrew Campbell-Orde (Senior Statutory Auditor) for and on behalf of KPMG Audit Plc, Statutory Auditor Chartered Accountants 100 Temple Street Bristol BS1 6AG 12 June 2013 Responsibility statement of the Directors in respect of the Annual Report and Accounts (page 38) The Directors confirm that to the best of their knowledge: • the financial statements are prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and • the Directors' report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. The Directors approved the above Responsibility statement on 12 June 2013. Stephen Williams Company Secretary 27 June 2013 END -0- Jun/27/2013 12:24 GMT
WINCANTON PLC: Annual Financial Report
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