The directors are pleased to present their Annual Report on the affairs of the Group, together with the audited financial statements, for the year ended 30 April 2014. Further information can befound in the Annual Remuneration Report, the Corporate Governance Report and the Corporate Responsibility Review.
The Annual Report has been prepared for, and only for, the members of the Company, as a body, and for no other persons. The Group, its directors, employees, agents or advisers, do not accept or assume responsibility to any person to whom this document is shown or into whose hands it may come and any such responsibility or liability is expressly disclaimed. By their nature, the statements concerning the risks and uncertainties facing the Group in this Annual Report involve uncertainty since future events and circumstances can cause results and developments to differ materially from those anticipated. The forward-looking statements reflect knowledge and information available at the date of preparation of this Annual Report and the Group undertakes no obligation to update these forward-looking statements. Nothing in this Annual Report should be construed as a profit forecast.
Principal Activities of the Group
The principal activities of the Group during the year have been the design, development and manufacture of specialty medical drug delivery devices and services to the pharmaceutical industry through Bespak. Our products now include metered dose inhalers, dry powder devices, actuators, dose counters, disposable auto-injectors, nasal devices and point-of-care diagnostics devices.
The Strategic Report includes a balanced and comprehensive analysis of the development and performance of the business of the Group and a description of the main trends and factors likely to affect the future development, performance or position of the business at the end of the year, using key performance indicators where appropriate.
Principal Risks and Uncertainties
A description of the Group's principal risks and uncertainties can be found in the Principal Risks & Uncertainties which forms part of this Directors' Report.
Product Development and Research Investment
The Group has a programme of continuous investment in its product development activities. During the year, the Group invested £4.4m (FY2013: £4.8m) in research and development expenditure.
Revenue from continuing operations increased by 5.2% to £100.0m. Profit before tax and special items from continuing operations increased by 10.1% to £17.5m. Total profit decreased by 46.4% to £13.0m. Adjusted basic earnings per share from continuing operations increased by 8.5% to 48.3p and total basic earnings per share decreased by 46.5% to 45.1p.
Following a review of performance, prospects and available funding, the directors propose a final dividend for the year of 13.35p per share (FY2013: 12.71p per share) to be paid on 24 October 2014 to shareholders on the register at close of business on 19 September 2014. An interim dividend of 7.35p per share (FY2013: 7.0p) was paid on 14 February 2014, making a total dividend for the year of 20.7p per share (FY2013: 19.71p per share).
Post-Balance Sheet Events
On 9 May 2014, US$10m was received from Ambu A/S following the first commercial sale of a video laryngoscope. On 4 June 2014, US$2.3m was received from Ambu A/S reflecting the first payment relating to the sales of the King Vision products for the year ended 30 April 2014.
Details of future developments are set out in the Chief Executives's Review.
The names of the directors as at the date of this Report, together with brief biographical descriptions, appear in the Board of Directors.
In accordance with section 992 of the Companies Act 2006, the directors disclose that rules regarding the appointment of directors are contained in the Company's Articles of Association, which may only be amended with shareholder approval in accordance with the relevant legislation. The powers given to the directors are contained in the Articles and include, subject to relevant legislation and authority being given to the directors by shareholders in general meeting, authorisation for the Company to issue and buy back its own shares. The Company annually seeks the authority of shareholders for the exercise by the directors of these powers.
All directors are subject to appointment at the next Annual General Meeting following their appointment and to reappointment thereafter at intervals of no more than three years in accordance with the Company's Articles of Association. Accordingly, Dr William Jenkins will seek reappointment as a director at the forthcoming Annual General Meeting. His biographical details are given in the Board of Directors and details of Dr William Jenkins' letter of appointment can be found in the Remuneration Report in the Remuneration Report.
Dr Lynn Drummond has notified the Board that due to other board level commitments, she will not stand for re-election at the next Annual General Meeting, and will step down from her current position as a non-executive director of the Company once a suitable successor has been found.
The Remuneration Report includes information regarding directors' service contracts, appointment arrangements and interests in share options.
Directors and their Interests
Details of the interests of the directors and their families in the ordinary share capital of the Company, as required to be disclosed in accordance with Rule 3 of the Disclosure and Transparency Rules of the Financial Services Authority (the "DTRs"), are given in the Remuneration Report. There were no changes in the directors' shareholdings between 30 April 2014 and the date of this report.
The Board has agreed procedures for considering and where appropriate authorising directors' situational conflicts. None of the directors had any interest during or at the end of the year in any contract of significance in relation to the business of the Company or its subsidiary undertakings.
Qualifying third-party indemnity arrangements for the benefit of all its directors in a form and scope which comply with the requirements of the Companies Act 2006 were in place during the year. These arrangements remain in effect as at the date of this report.
Directors' and Officers' Liability Insurance
Insurance cover is in force in respect of the personal liabilities which may be incurred by directors and officers of the Group in the course of their service with the Group.
As at the date of this report, the Company has received notification from the following institutions of their and their clients' interests which represent 3% or more of the voting rights of the issued share capital of the Company (in accordance with Rule 5 of the DTRs). The number of shares and the percentage interests are as disclosed at the date on which the interests were notified to the Company.
|Interest in issued|
|Schroder Investment Management||3,210,000||10.97%|
|Montanaro Asset Management||2,146,700||7.33%|
|Artemis Investment Management||1,459,000||4.98%|
|Polar Capital LLP||1,227,383||4.05%|
|Legal & General Group plc||884,938||3.02%|
The Group is an equal opportunities employer. It is committed to giving fair and equal treatment to all employees and job applicants in terms of recruitment, pay conditions, promotions, training and all employment matters regardless of their race, sex, ethnic background or religious beliefs, sexual orientation or disabilities. An equal opportunities policy is in force which aims to ensure that all employees are selected, trained, compensated, promoted and transferred solely on the strength of their ability, skills, qualifications and merit. The Group also believes that all employees have a right to work in an environment free from discrimination and bullying.
The Group is committed to maximising the level of employee involvement in its business at all levels. Appropriate training is given to enable employees to perform their jobs more competently and to develop their skills and competencies to their full potential. The performance review system allows employees to discuss career opportunities and development and to receive guidance on achieving their goals. In addition, employees are supported, through sponsorship or a contribution to costs, to study for job-related qualifications.
The Group is committed to achieving the highest levels of quality. Bespak operates ISO 13485 which is the internationally recognised standard that details the quality management system and design methodology required to develop and manufacture medical devices. Staff working in Bespak operate within this system and are also trained in the regulatory requirements of pharmaceutical "Good Manufacturing Practice". During FY2014 we were granted, by the Medicines and Healthcare Products Regulatory Agency ('MHRA'), the appropriate licences to assemble, pack and release commercial pharmaceutical products.
The Group takes a proactive approach to consultation with employees on a variety of work-related issues through the use of consultative forums whose members are elected by staff. Regular briefings are given to staff to keep them informed of matters concerning the business, including financial and economic factors affecting the Group.
The Group operates share option schemes, performance-related bonus schemes and the Company share incentive plan, which employees are encouraged to join.
Information about environmental, ethical, social and community matters is set out in the Corporate Responsibility Review.
The Group gives full and fair consideration to applications for employment from disabled persons. Opportunities also exist for employees of the Group who become disabled to continue in their employment or to be considered for other open positions in the Group and generally their training, career development and promotion.
Significant Agreements — Change of Control
There are a number of significant agreements containing provisions that take effect (including provisions permitting counterparties to terminate agreements) upon a change of control of the Company. These include both commercial and bank loan facilities agreements. Maintaining strong relationships with all counterparties is an important element in the risk management of the business and to help safeguard the Company's interests to help mitigate against any impact resulting from any change of control of the Company should it occur.
Share Capital and Control
Details of the Company's issued share capital are set out in note 24. All of the Company's issued share capital comprises ordinary 10p shares which are fully paid up and rank equally in all respects.
The ordinary shares are listed on the Official List of the London Stock Exchange and are included in the techMARK index. In addition, the Company has entered into a Level 1 American Depositary Receipt (ADR) programme with the Bank of New York Mellon, under which the Company's shares are traded on the over-the-counter market in the form of American Depositary Shares (ADS).
68,542 (FY2013:195,717) new shares were issued during the year under the Company's SAYE and 2002 ESOS Schemes. No new ordinary shares have been allotted under the Company's share option schemes since the end of the year and up to the date of this report.
Rights Attaching to Shares
The rights attaching to the Company's ordinary shares, in addition to those conferred by law, are set out in the Company's Articles of Association, copies of which can be obtained from Companies House in England and Wales or from the Company Secretary. The holders of ordinary shares are entitled to receive the Company's reports and accounts, to attend and speak at general meetings of the Company, to appoint proxies and to exercise voting rights and to participation in any distribution of income or capital.
Transfers of Shares
There are no restrictions on the transfer of ordinary shares or on the exercise of voting rights attached to them save where the Company has exercised its rights to suspend their voting rights or to prohibit their transfer following the omission of their holder or any person interested in them to provide the Company with information requested by it in accordance with Part 22 of the Companies Act 2006 or where their holder is precluded from exercising voting rights by the Financial Services Authority Listing Rules or the City Code on Takeovers and Mergers. None of the shares carry any special rights with regard to the control of the Company.
The directors may refuse to register a transfer of ordinary shares where such transfer documents are not lodged by acceptable means or proof of title is required.
Purchase of Own Shares
At the Annual General Meeting on 2 September 2013 shareholders approved a resolution of the Company permitting it to purchase its own shares up to a maximum of 2,920,712 ordinary shares. This resolution remains valid until the conclusion of this year's Annual General Meeting. As at 16 June 2014 the directors had not used this authority. A resolution will be proposed at this year's Annual General Meeting to renew this authority.
The Company's share ownership trust currently holds 425,843 ordinary shares of 10p each representing 1.45% of the Company's issued share capital.
Issue of Shares
At the 2013 Annual General Meeting, shareholders approved a resolution to give the directors authority to allot shares up to an aggregate nominal value of £973,473 and further shares in accordance with ABI guidelines in connection with a rights issue up to an aggregate nominal amount of £1,947,239 (inclusive of £973,473). In addition, shareholders approved a resolution giving the directors a limited power to allot shares for cash in other circumstances. These resolutions remain valid until the conclusion of this year's Annual General Meeting.
A resolution will be proposed at this year's Annual General Meeting to renew these authorities.
Further explanation of the resolutions will be included with the Notice of Annual General Meeting, which will be circulated to shareholders separately.
A description of the share schemes operated by the Company is set out in the Remuneration Report.
Greenhouse Gas Emissions
Information on the Group's Greenhouse Gas emissions (as required to be disclosed under the Companies Act 2006 (Strategic Report and Directors' Report Regulations 2013)), are disclosed in our Corporate Responsibility Report.
Disclosure of Information to Auditors
In the case of each director, so far as each is aware, there is no relevant audit information of which the Company's auditors are unaware. Each director has taken all the steps he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Annual General Meeting
The 2014 Annual General Meeting of the Company will be held at the Company's registered office, Breakspear Park, Breakspear Way, Hemel Hempstead on 4 September 2014 at 2.00 pm. Details of the resolutions to be proposed, together with the Notice of Meeting, are being sent to shareholders separately and will be posted on the Company's website.
The main features of the Group's internal controls and risk management systems in relation to the process for preparing consolidated financial statements can be found in the Corporate Governance Report. The Corporate Governance Report forms part of this Directors' Report and is incorporated into it by cross reference.
PricewaterhouseCoopers LLP are the Company's auditors and a resolution to reappoint them and to authorise the directors to set their remuneration will be proposed at the Annual General Meeting.
The Directors' Report above and the Strategic Report have been approved by the Board.
By order of the Board
16 June 2014