WINCANTON PLC: Annual Financial Report

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, 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
Copies of the Annual Report 2013 and the Notice of Annual General Meeting 2013
are available on the Company's website at 
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 

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.  
                                                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  

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


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 
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

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 
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

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

• 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 

• We have not received all the information and explanations we require for 

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'

Andrew Campbell-Orde (Senior Statutory Auditor)
for and on behalf of KPMG Audit Plc, Statutory Auditor
Chartered Accountants
100 Temple Street

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


-0- Jun/27/2013 12:24 GMT

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