Directors’ Report
The directors present their report and the audited Financial Statements
for the period from 1 April 2006 to 3 March 2007 (“the Period”).
To assist with analysis and comparison, certain pro forma information
has been provided to illustrate the effect of the change in year-end
and the demerger from GUS plc on the performance of Home Retail
Group.
Principal activities and business review
The Group’s principal activities comprise home and general
merchandise retailing. The Chairman’s Statement, Business
Review and Financial Statements report on performance of the business
during the Period, the position at the Period end, likely future
developments, the principal risks and uncertainties facing the Group
and financial key performance indicators.
There were no material acquisitions or disposals during the Period.
The Group’s statement on corporate governance is set out
in the Corporate Governance
Statement. Details of charitable donations, employee involvement
and policy on the employment of disabled persons are set out in
the Business Review.
Profit and dividends
The Group’s consolidated
income statement shows a profit for the Period of £187.4m.
The directors recommend the payment of a final dividend of 9.0p
per ordinary share to be paid on 25 July 2007 to shareholders on
the register on 25 May 2007. An interim dividend of 4.0p per ordinary
share was paid on 24 January 2007 giving a total dividend for the
year of 13.0p per ordinary share.
Directors
The names and biographical details of the directors are shown
in the Introduction to the
Directors' Report. Particulars of directors’ remuneration
and service contracts are shown in the report
on directors’ remuneration and related matters. Penny
Hughes joined the Board on 11 December 2006.
The directors retiring at the 2007 Annual General Meeting are Oliver
Stocken, John Coombe, Andy Hornby, Penny Hughes, Terry Duddy and
Richard Ashton who, each being eligible, offer themselves for re-election.
During the Period, the Group maintained liability insurance and
third party indemnification provisions for its directors.
Directors’ interests
The beneficial interests of the
directors, together with non-beneficial interests in Home Retail
Group shares, are shown below:
| |
Number of ordinary shares
at 3 March 2007 |
|
Number of ordinary shares as
at 6 April 2007 |
| Terry Duddy |
526,773 |
|
526,773 |
| Richard Ashton |
166,690 |
|
166,690 |
| John Coombe |
16,469
| |
16,469 |
| Andy Hornby |
9,311 |
|
9,311 |
| Penny Hughes |
– |
|
– |
| Oliver Stocken |
54,021 |
|
54,021 |
Substantial shareholdings
As at 2 May 2007, the Company had been notified of the following
interests in its total voting rights and share capital in issue:
| |
Total number of
voting rights
(ordinary shares) |
|
Percentage of
total voting
rights (%) |
| AXA S.A. and its group of companies |
87,940,363 |
|
10.02 |
| Legal & General Group Plc |
60,057,962 |
|
6.84 |
| Aviva plc and its subsidiaries |
51,866,357
| |
5.91 |
| Standard Life Investments Ltd |
45,188,304 |
|
5.15 |
| Barclays PLC |
27,363,156 |
|
3.12 |
Save for the above, no person has reported any notifiable interest
of 3% or more, or a 1% fall or rise above that 3%, or any non-material
interest equal to/or more than 10% of the nominal value of the voting
and share capital in issue of the Company.
Purchase of own shares
At the Extraordinary General Meeting of the Company held on 11
September 2006, authority was given for the Company to purchase,
in the market, up to 131,500,000 ordinary shares of 10 pence each.
The Company did not use this authority to make any purchases of
its own shares during the Period. At the Annual General Meeting
to be held on 3 July 2007, shareholders will be asked to give a
similar authority, details of which are contained in the accompanying
circular to shareholders.
Details of the Company’s interests in its own shares are
set out on Note 29 to the Financial
Statements.
Two redeemable preferences shares issued in connection with the
process of demerger from GUS plc were redeemed on 26 February 2007
and, pursuant to article 8.2.5 of the articles of association, the
nominal amount of such redeemable preference shares comprised in
the Company’s authorised share capital was sub-divided and
converted into ordinary shares of 10p each.
Political Donations
The Group has made no political donations and incurred no items
of political expenditure.
Creditor payment
For all trade creditors, it is Group policy to:
- agree and confirm the terms of payment at
the commencement of business with that supplier;
- pay suppliers in accordance with applicable
terms; and
- continually review the payment procedures
and liaise with suppliers as a means of eliminating difficulties
and maintaining a good working relationship.
Trade creditors of the Group at 3 March 2007 were 49 days based
on the ratio of Group trade creditors at the end of the year to
the amounts invoiced during the year by trade creditors. The Company
has no trade creditors.
Annual General Meeting
The first Annual General Meeting of the Company will be held at
the London Marriott Hotel, Grosvenor Square, London W1K 6JP commencing
at 11.30am on Tuesday, 3 July 2007. The Notice of Meeting is included
in a separate circular to shareholders which accompanies this Annual
Report. It is also available on the Company’s website: www.homeretailgroup.com.
Relevant audit information
As at 2 May 2007, so far as each director is aware, there is no
relevant audit information of which the auditors are unaware and
each director has taken all steps that he or she ought to have taken
as a director in order to make himself or herself aware of any relevant
audit information and to ensure that the auditors are aware of that
information.
Auditors
The auditors, PricewaterhouseCoopers LLP, have indicated their
willingness to continue in office and a resolution that they be
re-appointed will be proposed at the Annual General Meeting.
By Order of the Board
Gordon Bentley
Secretary
2 May 2007
Registered Office:
Avebury
489-499 Avebury Boulevard
Milton Keynes
MK9 2NW
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