ANNUAL REPORT 2016 ANNUAL
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 Blog Contents
2 Corporate Information
3 Summary
5 Chairman’s Statement
14 Group Strategic Report
20 Directors’ Report
25 Report on Corporate Governance
29 Directors’ Remuneration Report
36 Independent Auditor’s Report
38 Group Statement of Comprehensive Income
39 Balance Sheets
40 Statements of Changes in Shareholders’ Equity
41 Statements of Cash Flows
41 Reconciliation of Net Cash Flow to Movement in Net Funds
42 Accounting Policies
47 Notes to the Financial Statements
66 Group Financial Record
67 Notice of 2016 Annual General Meeting
70 Store Locations in UK, Republic of Ireland and France
73 Shareholders’ Information
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 1 Corporate Information
Board of Directors Tan Sri Dr Khoo Kay Peng*‡ Chairman Mr David Walton Masters*† Deputy Chairman Mr Ng Kwan Cheong Chief Executive Officer Ms Joyce Sit Meng Poh Ms Sally Kealey†‡ Ms Kwa Kim Li*‡ Mr Wong Nyen Faat†
* Member of Remuneration Committee ‡ Member of Nomination Committee † Member of Audit Committee
Chief Financial Officer & Principal Banker Joint Chief Operating Barclays Bank plc Officer 1 Churchill Place Mr Seán Anglim London E14 5HP
Joint Chief Operating Auditor Officer Moore Stephens LLP Mr Nick Kaloyirou Chartered Accountants and Statutory Auditor Company Secretary 150 Aldersgate Street Mr Fong Sai Hup London EC1A 4AB
Registered Office Stockbrokers 27 Bagleys Lane Cantor Fitzgerald Europe Fulham One Churchill Place London SW6 2QA Canary Wharf Tel: 020 7880 5100 London E14 5RB
Registered Number Registrar and Transfer Office 1012631 Computershare Investor Services PLC Country of Incorporation The Pavilions Bridgwater Road England and Wales Bristol BS99 6ZZ Website Tel: 0370 707 1110 www.lauraashley.com
2 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC Summary
• Profit before tax and exceptional items of £25.8m (2015: £22.9m – 53 week period).
• Profit before tax and after exceptional items of £23.9m (2015: £23.5m – 53 week period).
• Total like-for-like* retail sales up 4.1% with like-for-like* growth across all categories.
• Total Group sales of £400.9m (2015: £303.6m – 53 week period).
• Online revenue of £73.5m. (2015: £48.5m – 53 week period). Like-for-like* up 15.7%.
• Hotel revenue of £3.5m (2015: £1.9m – 53 week period).
• £5.0m net cash balance.
• Final dividend of 0.5 pence per share taking total dividends for the period to 2.5p.
*All references to “like-for-like” refer to a full 74 week comparison.
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 3 LAURAASHLEY.COM FASHION HOME ACCESSORIES
DECORATING
FURNITURE
HOTELS
Blog CHAIRMAN’S STATEMENT
Chairman’s Statement
Overview Cash Flow and For the 74 weeks to 30 June 2016, Balance Sheet total Group sales were £400.9m As at 30 June 2016, bank borrowings compared with the 53 week period stood at £23.0m and the net cash last year (2015: £303.6m). Like-for- balance was £5.0m. Inventory of like* sales grew by 4.1% over the £51.9m was in line with requirements. same period. e-Commerce sales The bank borrowings reflect the grew to £73.5m (2015: £48.5m). Like- balance of the loan due in respect of for-like* e-Commerce sales grew by the property in Singapore which was 15.7%. acquired during the period.
Group profit before taxation, Dividend For the 74 weeks to 30 excluding exceptional items, was The Board has recommended the June 2016, total Group £25.8m (2015: £22.9m). During the payment of a final dividend of 0.5 sales were £400.9m period, the Group incurred pence per share. This will take the exceptional charges of £1.9m, which compared with the 53 total dividends paid for the 74 week included a charge of £1.3m following period to 2.5p (period ended January week period last year a licence partner in Australia being 2015, 2.0p for a 53 week period). The (2015: £303.6m). placed into administration. Group dividend will be proposed at the profit before taxation, including forthcoming AGM and, subject to exceptional items, was £23.9m (2015: shareholders’ approval, will be paid £23.5m). on 27 October 2016 to all shareholders on the Register at the Operating expenses of £143.0m were close of business on 7 October 2016. recorded (2015: £105.3m – 53 week The ex-dividend date will be period). 6 October 2016.
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 5 FURNITURE
Blog LAURAASHLEY.COM CHAIRMAN’S STATEMENT CONTINUED
Chairman’s Statement continued
UK Retail As at 30 June 2016, the property portfolio in the UK comprised 192 stores (January 2015: 205). The portfolio is as follows: 117 Mixed Product stores, 48 Home stores, 25 concession stores, 1 Gifts & Accessories store and 1 Clearance Total e-Commerce sales outlet. During the reporting period, of £73.5m were five stores were opened and recorded during the eighteen were closed, reducing total selling space by 4.2% to 729,000 period (2015: £48.5m – square feet. 53 weeks). On a like- Total UK retail sales of £363.2m were for-like* basis, sales recorded during the period (2015: grew by 15.7% £267.4m - 53 weeks). Our UK retail business performed in line with the overall retail market and ahead of market in some product categories.
Total e-Commerce sales of £73.5m were recorded during the period (2015: £48.5m – 53 weeks). On a like- for-like* basis, sales grew by 15.7%
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 7 HOME ACCESSORIES
Blog LAURAASHLEY.COM Chairman’s Statement continued
Product Home Accessories Fashion The UK business is split into four The Home Accessories product This category includes adult fashion, main categories. For the 74 weeks category includes lighting, gifts, bed fashion accessories and perfumery. ended 30 June 2016, the relative split linen, rugs, throws, cushions and children’s accessories. Fashion sales for the 74 weeks to 30 of UK sales was as follows: Home June 2016 decreased by 3.9% over Accessories 30%, Furniture 30%, Home Accessories sales for the 74 the same period last year with like- Decorating 23% and Fashion 17%. All weeks to 30 June 2016 increased by for-like* sales up 2.2%. categories recorded like-for-like* 3.4% over the same period last year growth. with like-for-like* performance up by We have started to partner with selected British retailers to give Furniture 6.8%. The continued growth of this category is based on range additions, broader exposure to our fashion The Furniture product category ranges. includes upholstered and cabinet new and innovative product furniture, beds and mirrors. categories such as cookware and kitchen products as well as an Furniture sales for the 74 weeks to 30 enhanced seasonal offering. As June 2016 increased by 2.1% over the always, these products are designed same period last year with like-for- to work with our decorating themes. like* sales up 4.3%. The depth of choice and diversity of style has Decorating enabled the furniture business to This category includes fabric, flourish. New finishes, textures and curtains, wallpaper, paint and materials have complemented what decorative accessories. was already a comprehensive range. Decorating sales for the 74 weeks to The availability of finance products 30 June 2016 fell by 1.2% with like- has also helped this category to for-like* sales up 1.6%. This category grow. draws on a combination of brand heritage and contemporary classic design to give a rich and varied choice to our customers. We are extremely proud that our wide variety of made-to-measure curtains, wallpapers and growing paint ranges are all manufactured by ourselves in the UK.
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 9 DECORATING
Blog LAURAASHLEY.COM Chairman’s Statement continued
Hotel We will continue to work closely with our partners and are confident that The Laura Ashley hotel recorded the Franchising and Licensing sales of £3.5m (2015: £1.9m) over the business will continue to grow and period, reflecting the continued develop. growth trend of recent years. International Operations We are pleased to announce that we have acquired a new licence partner Contributing 7.7% of total Group in Australia and are making good revenue, our international Franchise The Laura Ashley hotel progress in a number of other and Licensing channels are an recorded sales of territories. important and strategic part of our £3.5m (2015: £1.9m) business. As at 30 June 2016, there over the period, were 252 franchised stores (303 as at reflecting the 31 January 2015) in 29 territories worldwide. continued growth trend of recent years. Franchise and Licensing revenue of £30.7m was recorded during the period to 30 June 2016. (2015: £31.2m). This was below expectation primarily due to the performance of a sluggish Japanese market and also due to continued political instability and economic difficulties in other territories.
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 11 FASHION
Blog LAURAASHLEY.COM Chairman’s Statement continued
Current Trading Acknowledgements and Outlook The success of the Group is due, in Trading for the six weeks to 13 no small part, to the hard work and August 2016 is performing in line commitment of the staff, with management expectations. management and my fellow board We will continue to members. For this, I wish to convey We will continue to focus on my thanks and appreciation. focus on enhancing the enhancing the design and quality of design and quality of our product ranges upon whose For their continued support and our product ranges provenance the Brand has been built. loyalty to the Group, I would like to In a time of uncertainty for retail and thank our customers, shareholders upon whose the global economy at large, we are and suppliers. provenance the Brand optimistic and confident that Laura has been built. Ashley will remain a business with solid foundations to withstand Tan Sri Dr Khoo Kay Peng challenges as they arise. Chairman
9 September 2016
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 13 GROUP STRATEGIC REPORT
Group Strategic Report
Business Overview The Group is committed to delivering Direct business, encompassing a well designed, high quality product e-Commerce and Mail Order, is a key Laura Ashley is an international range that is appropriate to each part of the Group’s multi-channel lifestyle brand, which specialises in market. Product is selected and retail strategy and Laura Ashley retailing furniture, home accessories, designed to reflect both the brand delivers its full product range decorating and fashion products. The handwriting and relevance to an throughout the UK, France, Germany, Group has retail stores based in the eclectic customer base. Austria, Italy, Switzerland and the UK, Republic of Ireland and France Benelux countries. The online and Franchise operations located Product price and positioning are experience is constantly evolving and across the world in 29 territories. regularly reviewed to take account of we regularly review and monitor our Laura Ashley also has a number of consumer appetite and confidence website to keep pace with the Licensing partners manufacturing and as well as the margin requirements of market. supplying products such as carpets, the business. window shutters, bed linen, tiles and The Group’s Franchise business is cookware in the UK, Europe, Japan, Business Model built on a solid foundation gained America and Australia. The Laura Ashley lifestyle brand, with through years of experience. This has its breadth of designs and products, enabled us to attract new The Group owns one hotel in the UK, is based on high standards of quality Franchisees and spread awareness of Laura Ashley The Manor Hotel, and value. We are proud of our the Laura Ashley brand around the located in Elstree, Hertfordshire. The British heritage, which dates back world. Group also has a licensing agreement over 60 years and we continue to with Corus Hotels Limited, which build on this. Over 35% of our home The Group has a number of Licensing owns Laura Ashley Hotel The furnishing sales are from products partners who are selected for their Belsfield on the shores of Lake manufactured in the UK. product expertise and unique local Windermere in the UK. Both hotels Management ensure that product not knowledge. They provide the Group are showcases for Laura Ashley, its only attains high standards of design, with the opportunity to enhance the product, design service and brand. composition and construction, but is Laura Ashley brand and expand its lifestyle product offering. A detailed overview of the Group’s market appropriate in all its international markets. performance for the period ended The Laura Ashley Design Service is 30 June 2016 is available in the From traditional retail stores, to mail available in the UK, Ireland and Chairman’s Statement on pages order catalogues, a stylish website France. Our team, comprising more 5 to 13. and interior design consultancy than 50 designers, offer bespoke and Markets and Trends service, we seek to offer a wide range unique interior design solutions for of ways for people to purchase and our discerning customers. The continued and improved be inspired by our products. performance of the Group’s Objectives and Strategies worldwide business depends on the The Group trades in 446 stores The primary financial objective is the management and staff of the Group worldwide; 194 of which are located delivery of sustainable and adequate ensuring that the brand remains in the UK, Ireland and France, with long-term return for our shareholders. relevant and highly respected in an the remaining 252 being Franchise We aim to achieve this through ever changing consumer stores situated across the world. We pursuit of the following strategies: environment. operate five main store types comprising mixed product stores • Increasing brand awareness. Traditional marketing channels (selling all product categories), home continue to be complemented by • Continuous improvement and stores (selling home products only), online marketing and social media. development of our product home concession stores, fashion Facebook, Instagram, Pinterest, ranges. concession stores, gift and Twitter and other social media accessories stores and a clearance • Managing our store portfolio channels have become increasingly outlet. The Group will continue to effectively. important in raising brand awareness. review its store portfolio and positioning as retail continues to evolve.
14 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC • Expansion of our Franchising Like-for-like UK store sales for the Franchising business in existing and new seventy-four weeks to 30 June 2016 Our international Franchising international markets. were up 1.6%. operations are an important part of the Laura Ashley business and • Ensuring Licensed products Store selling space provide a route to increased enhance the Laura Ashley brand recognition of our brand around the and expand our lifestyle offer. 30 31 world. As at 30 June 2016, there were June Jan Change • Managing our gross and net 252 (2015: 303) Franchised stores in 2016 2015 % margins through efficient sourcing 29 (2015: 30) territories worldwide. of products, stock management Store numbers 192 205 (6.3%) Franchise revenue for the seventy- and cost control. Square feet four weeks ended 30 June 2016 was ('000) 728 761 (4.3%)
• Ongoing communication with our £25.7 million (fifty-three weeks ended customers to enable us to meet 31 January 2015: £27.8 million). The their needs and deliver the best Store selling space is defined as the global economy has been quality customer service. trading floor area of a store, challenging in recent years and excluding stockroom, administration continues to be so. Issues which have • Multi-channel marketing strategy and other non-trading areas. UK impacted our Franchise operations to maintain and grow our customer store selling space decreased by during the period were, a sluggish base. 33,000 square feet in the seventy-four economy in Japan, political turmoil in weeks ended 30 June 2016. 5 stores Ukraine and Russia, our Australian Key Performance Indicators were opened and 18 stores were partner going into administration and The Group measures progress closed during the period as part of the continued slowdown of certain against clear targets and key our store portfolio management Eurozone economies. performance indicators. strategy. Licensing UK Store Sales Gross Margin Licensing income for the seventy-four Laura Ashley UK and Republic of The gross margin rate measures, in weeks ended 30 June 2016 was £5.0 Ireland has 192 stores as at 30 June percentage terms, the total gross million (fifty-three weeks ended 31 2016 compared to 205 as at the end margin, which represents total January 2015: £3.4 million). New of the last financial period. Total UK revenue less cost of sales, over total products to market include fitted store sales for the seventy-four weeks revenue. kitchens. One key performer was our ended 30 June 2016 were £289.6 toiletries Licensee from which we million (fifty-three weeks ended 31 Gross margin rates increased by 0.4% have seen year on year growth of January 2015: £218.8 million). in the seventy-four week period to 54%. During 2016 we extended 30 June 2016 compared to the fifty- contract terms with a number of key The performance of each store is three week period ended 31 January Licensees for products such as reviewed and monitored on a weekly 2015. stationery, bed linen and bathroom basis. Store performance is also accessories. measured on a like-for-like basis, Direct Business which provides an indicator of Our e-Commerce and Mail Order Review of the Business channels are a vital part of our multi- organic sales growth. Like-for-like Furniture and Home Accessories channel retail strategy. Total stores are defined as those that have products registered positive like-for- e-Commerce and Mail Order sales traded for at least two full financial like sales growth of 4.3% and 6.8% for seventy-four weeks ended 30 years and have not benefited from respectively. Decorating and Fashion June 2016 account for 20.0% of total significant capital expenditure or also registered like-for-like sales UK retail sales. increase in square footage. Sales growth of 1.6% and 2.2% respectively. from these stores for the current Our website and various catalogues period are compared with the same The Group’s share of the results of its remain important marketing channels period in the previous year to associate company, Laura Ashley for the Laura Ashley brand. The calculate like-for-like sales Japan Co. Limited, was a loss of £1.9 number of registered e-Commerce performance. million (2015: loss of £0.5 million). customers stood at 2,772,361 as at 30 June 2016 (2015: 2,423,294).
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 15 GROUP STRATEGIC REPORT CONTINUED
Group Strategic Report continued
During seventy-four weeks ended Profit before taxation is the preferred Total store revenue, for the seventy- 30 June 2016, as a percentage of and principal indicator of the four weeks ended 30 June 2016, for revenue, operating expenses profitability for the Group. Profit UK, Ireland and France amounted to increased to 35.7% from 34.7% in the before taxation for seventy-four £291.3 million (fifty-three weeks previous period. weeks ended 30 June 2016 was £23.9 ended 31 January 2015: £220.6 million (fifty-three weeks ended million). Total direct sales for the Financial Summary 31 January 2015: £23.5 million). seventy-four weeks ended 30 June 74 53 2016 were £73.5 million (fifty-three weeks weeks There was a net exceptional loss in weeks ended 31 January 2015: £48.5 to to the seventy-four weeks ended 30 million). 30 Jun 31 Jan June 2016 of £1.9 million (fifty-three 2016 2015 £m £m weeks ended 31 January 2015: gain Operating expenses for the seventy- of £0.6 million), primarily arising from four weeks ended 30 June 2016 were Revenue 400.9 303.6 a bad debt provision associated with £143.0 million (fifty-three weeks Gross profit 172.0 129.1 the prior Australian franchise partner. ended 31 January 2015: £105.3 Operating expenses 143.0 105.3 million). The Group recorded a decrease in Profit before exceptional items 25.8 22.9 the pension liability provision of £1.6 Taxation million, primarily due to employer The taxation charge for the period Profit before taxation 23.9 23.5 contributions into the Scheme over comprises taxation for the Group and Earnings per share the period (£1.28m), as well as the the associate entity on current and (excluding increase in the corporate bond yield, prior periods’ taxable profits. exceptional items) 2.60p 2.43p which stood at 3.05% (2015: 3%), and Capital expenditure 36.0 2.0 positive returns on the Scheme’s The effective tax rate for the current Retirement benefit investments over the period. period is higher than the rate of UK liabilities 16.2 17.8 Corporation tax as a result of the Cash and cash Revenue and Operating Results decrease in the Group’s overall equivalents 19.8 27.8 Total retail sales for the seventy-four deferred tax asset due to the weeks ended 30 June 2016, including reduction in the UK tax rate and the Results e-Commerce and Hotel, were £368.3 increase in unrecognised deferred Revenue for seventy-four weeks million (fifty-three weeks ended 31 tax assets arising in the overseas ended 30 June 2016 was £400.9 January 2015: £271 million). UK retail subsidiaries. million (fifty-three weeks ended store sales densities for seventy-four In the previous period, the effective 31 January 2015: £303.6 million) and weeks ended 30 June 2016 were £336 tax rate was higher than the rate of total gross profit for seventy-four per square foot compared to £331per UK Corporation tax primarily due to weeks ended 30 June 2016 was square foot in the previous financial the decrease in the Group’s overall £172.0 million (fifty-three weeks period (fifty-three weeks). Non-retail deferred tax asset due to the ended 31 January 2015: £129.1 sales amounted to £32.6 million for reduction in the UK tax rate and non- million). seventy-four weeks ended 30 June 2016 (fifty-three weeks ended relievable losses arising in Japan. 31 January 2015: £32.6 million). Net Assets Profit Before Taxation – 5 Year Summary Net assets of the Group as at 30 June 2016 amounted to £46.9 million, an increase of £3 million compared to 2015/2016 the net assets for the previous 2014/2015 period.
2013/2014
2012/2013 Financial Periods
2011/2012
0 5 10 15 20 25 £ millions
16 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC Store Portfolio to mitigate these risks. The Group’s Changes to the Group’s store portfolio during the financial period were as follows: risk assessment process is designed to identify, manage and mitigate UK and business risks. The key principal risks Number of Stores Ireland France Total and the actions taken to mitigate the January 2015 205 3 208 risks and uncertainties identified by Opened 5 – 5 the Group are set out below. Closed (18) (1) (19) The Board considers that these are June 2016 192 2 194 the most significant risks in achieving the Group’s business goals. The risks UK and listed do not comprise all those Net Square Footage (‘000) Ireland France Total associated with the Group and are January 2015 761 6 767 not set out in any order of priority. There could be additional risks and Opened 14 – 14 uncertainties which are not presently Closed (47) (2) (49) known to management or currently June 2016 728 4 732 deemed to be less material, which may also have an adverse effect on the business. The Group’s risk The Group has £5 million cash as at (2015: £2.0 million). This included the management policies and year-end (2015: £27.8 million) and a acquisition of a building in procedures are also discussed in the clean inventory position. Singapore. Report on Corporate Governance.
Cash and Banking We are optimistic that the Group will Risk Management The Group’s net cash flow during the continue to generate cash inflow The Management Committee period is shown below: from its operations for the monitors the internal risk foreseeable future. Subject to management function across the 2016 2015 thorough review, surplus cash will be Group and advises on all relevant risk £m £m invested in the long-term interests of issues. There is regular Operating activities (4.0) (3.5) the business and that of its communication with internal Investing activities (41.2) 7.2 shareholders. departments and external advisory bodies and regulators. It also has Financing activities 22.4 – Treasury access to external support, where The Group’s treasury strategy is Net cash (outflow)/ required, in order to ensure that inflow (22.8) 3.7 controlled through a Treasury standards are maintained and the Committee, chaired by the Chief issues raised are discussed and, Executive Officer. The Committee The Group’s cash balances decreased where necessary, implemented. The meets regularly throughout the during the period as follows: Group’s policies on financial period. The Treasury function instruments and the risks pertaining arranges funding for the Group and 2016 2015 to those instruments are set out in £m £m all operating units. The Committee’s the accounting policies on page 42 objectives are to review and control Opening net funds 27.8 24.1 and note 20 to the financial cash flow, control interest costs and Total cash (outflow)/ statements. inflow (22.8) 3.7 minimise foreign exchange exposure. Business Continuity Closing net funds 5.0 27.8 Principal Risks and The Business Continuity Plan is Uncertainties regularly updated and implemented The Company paid dividends The Board is informed at every throughout the Group. A regular amounting to £14.5 million to meeting of the principal risks and audit of the plan is undertaken to shareholders in seventy-four weeks uncertainties of activities across the ensure that management teams are ended 30 June 2016. Total capital Group, which could have a material kept informed of any changes that expenditure for the financial period impact on the Group’s long and short will have an impact on their ended 30 June 2016 was £41.2 million term performance and action plans respective areas of operations.
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 17 Group Strategic Report continued
Principal Risks and Mitigating Activities
Issue Risk Mitigating Activities
Retail Strategy Failure of the Home and Fashion Adverse effect on financial results. New and innovative product offering, business to meet sales and margin exploiting areas of strength of the targets. Brand to ensure products meet the expectations of our customers. Failure to maintain or increase Loss of market share and customer Review promotional strategies market share. loyalty. to drive trade. Failure to optimise store portfolio. Impact of unprofitable locations Continuous review of store locations. on Group profitability. Loss of credibility as a niche retailer. Failure to develop innovative Continue to enhance the customer product ranges. experience. Continuous product sourcing review to remain competitively priced.
People Failure to attract, develop and retain Inability of the team to perform duties Continued review of staff in key talent with the correct skills and efficiently, develop and execute positions. capability for further development business plans due to lack of Continue to train actively new team as part of our succession policy. experience and the right skills. members. Competitive disadvantage. Competitive incentive packages. Maintain employee communication.
e-Commerce Failure to deliver sales growth Adverse effect on financial results. Continue to invest in the Group’s online by failing to meet customer digital platform to meet consumers' Loss of market share and customer expectations or through failure needs. loyalty. of the website. Focus on improved order fulfilment and customer service.
Franchise & Branding Failure to grow our international Adverse effect on financial results. Continue to grow the Brand business successfully through Franchise internationally by looking for Damage to the Brand. and Licensing partnerships. appropriate partners in new territories. Forge strong relationships with key partners and Licensees.
Finance Failure to maintain cost efficient Adverse effect on financial results. Stringent cash flow management funding and react to changes including daily cash monitoring. in foreign currency exchange Active negotiation with suppliers to fluctuations. reduce impact of vagaries of foreign exchange. Foreign exchange hedging as required.
Information Technology Failure of central computer servers Inability of staff or customers to place Regular upgrade and constant that manage points of sale, contact and process orders, leading to loss of checks of existing software and centre or website. revenue and consumer confidence. hardware. The risk of theft of staff, customer Loss of trust in the Company/Brand. Invoke full disaster recovery plan with or corporate data. priorities set for each application. Loss of revenue to the Group. Systems security regularly updated. IT suppliers/partners thoroughly vetted.
18 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC Other Considerations The principal risks are regularly our places of work. The health and Environment assessed as to the likely impact on the wellbeing of our employees are business over a 3 year period. supported by providing a range of The Group continues to place a high The viability of the business is not seen health services to employees level of importance on environmental to be at risk at this time. The directors throughout the Group. The Group’s considerations and has a responsibility are confident during this period that objectives are to manage its business in to manage the impact of its business the group will continue to grow and will a safe manner and to take suitable on the environment. Key focus areas be able to meet its liabilities as they fall measures to ensure that its activities do continue to be: energy and water use due. not harm our employees, customers or as well as emissions from stores, others entering the premises. warehouses, distribution centres and Employees offices; fuel emissions from the The Group values and respects its The Group operates a Health and transportation of products to either employees and endeavours to engage Safety Policy and all areas are risk stores or customers’ homes; waste their talent and ability fully. We always assessed and audited to ensure created in stores, warehouses, aim to be a good employer and adherence. During the period, we distribution centres and offices. A provide personal development, training continued our programme of annual summary of the Group’s greenhouse and equality of opportunity. audit reviews and the updating of risk gas emissions is available on page 20 assessments to ensure continued within the Directors’ Report. The Group aims to achieve high compliance. standards in employment practices and Viability Assessment has a comprehensive suite of Social, Ethical and The directors have assessed the employment policies and procedures. Environmental Matters prospects of the Group by reference to These policies include procedures The Group is committed to addressing its current financial position, its recent covering grievance resolution, bullying social, ethical and environmental and historical financial performance and harassment, diversity and equal matters in a way that aims to bring and forecasts and the principal risks opportunities. value to all our stakeholders. The and mitigating factors described above. Group continues to strive to improve in In addition, the Board regularly reviews Corporate social these areas by acting in an ethical the financing position of the Group and responsibility manner, developing positive its projected funding position and As the Group expands both globally relationships with our suppliers and requirements. The Group is financially and online, we believe that our product taking responsibility for our impact on strong and over recent years has shown ranges, based on many years of the environment. Through contributions ability to generate both profits and innovative design and a rich brand to charities and community cash. The directors review forecast heritage, underpin the foundations of organisations, the Group actively seeks income statements and cash flow our future growth. The Group is to improve the quality of life for those projections on a regular basis. In committed to positive change, taking in the community who are less addition, the likelihood and impact of responsibility for the impact we make fortunate. severe but plausible scenarios in during this growth. relation to the principal risks are Future Outlook assessed, both individually and Health & Safety Details of current trading performance collectively, taking into consideration The health and safety of our employees and outlook for the Group are provided mitigating actions that might be and those who enter our premises, is in the Chairman’s Statement on pages undertaken in particular situations. protected by managed systems in all 5 to 13.
By Order of the Board The table below shows the number of employees by gender in the Group as at 30 June 2016. Group Company 2016 2016 Fong Sai Hup Company Secretary Female Male Female Male Directors, including 9 September 2016 Non-Executive Directors 3 4 3 4 Senior managers 2 3 –– Other employees 2,882 731 ––
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 19 DIRECTORS’ REPORT
Directors’ Report
The Directors present their annual have any specific restrictions on the Corporate Governance on pages 25 report and audited financial transfer of shares, restrictions on to 28. statements for the financial period voting rights nor are there limitations ended 30 June 2016. on the holding of such shares. The Global Greenhouse Directors are not aware of any Gases (GHG) emissions for Results for the Financial agreements between holders of the Period and Business Review the reporting period Company’s shares that may result in 1 February 2015 - The Group’s results for the financial restrictions on the transfer of 30 June 2016 period ended 30 June 2016, business securities or on voting rights. review of the Group and description Shareholders with significant interests We are reporting on all of the of the principal risks and uncertainties are disclosed on page 23. emission sources required under the facing the Group have been set out in Companies Act 2006 (Strategic the Chairman’s Statement on pages No person has any special rights of Report and Directors’ Reports 5-13 and the Group Strategic Report control over the Company’s share Regulations 2013) which fall within on pages 14-19. The Directors confirm capital and all issued shares are fully our consolidated financial that they have reviewed the proposed paid. statements. budgets and forecasts for at least 12 Under its Articles, the Company has months from the date of signing the authority to allot ordinary shares up This report has been prepared in annual financial statements for the to an aggregate nominal value of compliance with the GHG Protocol financial period ended 30 June 2016. £12,309,583.57 representing 33% of Corporate Accounting and Reporting the issued share capital as at 16 The Board has recommended a final August 2016. Standard (revised edition), and dividend of 0.5 pence per share. emissions have been calculated using When taken with the two interim The appointment and replacement of the conversion factors published in dividends of 1.0 pence per share each Directors and powers of the Directors the UK Government Defra’s GHG paid on 9 October 2015 and 8 July are governed by the Company’s Conversion Factors for Company 2016, the total dividend for the period Articles, the UK Corporate is 2.5 pence per share. This dividend Governance Code, the Companies Reporting 2016 (V1.0). will be proposed at the AGM on Act 2006 and related legislation. The During the period from 1 February 12 October 2016 and, subject to powers of Directors are described in shareholders’ approval, will be paid the main Board terms of reference, 2015 to 30 June 2016, the Company’s on 27 October 2016 to all copies of which are available on global GHG emissions reached 3,331 shareholders on the Register at the request, and in the Report on tonnes CO2e. close of business on 7 October 2016. The ex-dividend date will be GHG emissions for the period: 2015 - 2016 2015 - 2016 2014 - 2015 6 October 2016. (1 Feb 15 – 30 (1 Feb 15 – 31 (1 Feb 14 – 31 June 16) Jan 2016)** Jan 15)*
Capital Structure Emission sources Tonnes CO2e Tonnes CO2e Tonnes CO2e Details of the ordinary shares of the Fuel combustion (stationary) 1,700 1,200 1,041 Company, authorised and issued, are Electricity, heat, steam and cooling 1,631 1,151 1,182 shown in note 23. The Company has Total (tCO e) 3,331 2,351 2,223 only one class of ordinary shares of 5 2
pence per share, which carry no right Intensity ratio (tCO2e per £M sales) 8.31 – 7.33
to fixed income. Each holder of * 2014 - 2015 emissions have been re-stated to reflect the substantial decrease in the electricity ordinary shares is entitled to receive conversion factor between the 2 reporting periods. the Company’s Annual Report and ** Due to the change in reporting period dates, it is not possible to draw any conclusions from the differences in emission values over the 2 periods. The values indicated between 1 February 2015 – 31 audited financial statements, to January 2016 have been calculated on a pro-rata basis and do not represent emissions over an actual attend and speak or appoint proxies period of 12 calendar months, whereas the values for 2014 - 2015 do. and to exercise voting rights at the For the interest of our readers we have also calculated, on a voluntary basis, emissions from sources general meetings of the Company. falling outside our consolidated financial statement but closely associated with our everyday business activities. These emissions (mostly from purchased electricity consumption and fuel combustion) amounted to approximately 177301 tonnes CO2e during this reporting period and arose from The Company’s Articles of operating leased assets in the UK; supply-chain emissions have not been included. Association (the “Articles”) do not 1 figure based on partial estimates
20 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC These emissions arose from fuel Synergy Sdn Bhd and Corus Hotels BrandLaureate Brand Leadership combustion (1,700 tonnes CO2e), Limited, United Kingdom. He is Awards 2014-2015. Tan Sri Dr Khoo is and purchased electricity presently a trustee of Regent the Chairman of the Nomination consumption (1,631 tonnes CO2e) University, Virginia, USA, a board Committee and the Remuneration from those assets and properties member of Northwest University, a Committee. whose activities lie within our Council Member of the Malaysian- consolidated financial statements. British Business Council, the Malaysia- Mr David Walton Masters, 72, Non- China Business Council and the Asia Executive Deputy Chairman of the This amount corresponds to a ratio of Business Council. He was the Company, joined the Board in March 8.31 tonnes CO2e per £M of sales, Chairman of the then Tourist 1998. He is Chairman of the Audit which the Group considers to be a Development Corporation (now Committee and a member of the suitable intensity measure for the known as the Malaysia Tourism Remuneration Committee. Mr Walton reporting period. Promotion Board), Vice Chairman of Masters was formerly a managing partner at stock brokers Phillips & Future Developments Malayan Banking Berhad (Maybank), a Director of SCMP Group Limited Drew, in charge of the International The Chairman’s Statement and Group (South China Morning Post) and The Department; Chief Executive of Strategic Report include Bank of East Asia Limited, Hong Kong County NatWest Securities; developments intended for the and a trustee of the National Welfare Managing Director of Morning Star Group in the foreseeable future. Foundation. Tan Sri Dr Khoo was Investment Management Limited Hong Kong; Executive Deputy Board of Directors conferred an Honorary Doctor of Letters by the Curtin University of Chairman of Corus Hotels Limited; The names of the Directors of the Technology, Perth, Australia in 1993, Executive Chairman of City of Company are shown on page 2. Honorary Doctor of Law by Northwest London Group plc and previously a director of other quoted and In accordance with the Company’s University, Kirkland, Seattle, USA in unquoted companies. He is currently Articles, Tan Sri Dr Khoo Kay Peng, 2000 and Doctor of Philosophy in a Non-Executive Director of Perenco whose service contract expires on 31 Business Management (Honoris International Ltd, a Non-Executive January 2017, and Mr Kwan-Cheong Causa) by UCSI University, Malaysia in Director of Asprey International Ng, whose service contract expires 2011. In 1985, he was awarded the Limited and the Non-Executive on 4 July 2017, will offer themselves Manager of the Year by the Harvard Chairman of First Equity Limited. for re-election as Directors of the Business School Alumni Club of Malaysia and he was also honoured Company at the Annual General Mr Ng Kwan Cheong, 68, was Meeting (“AGM”). In addition to the with the Entrepreneur of the Year appointed Chief Executive Officer requirements of the Company’s Award by the Asian Institute of and Executive Director on 5 January Articles, Mr Walton Masters, whose Management Graduates' Association 2012. He was formerly the Chief current service contract expires on 18 of Malaysia and the Association of Executive Officer of the Company May 2017, and Ms Sally Kealey, Banks, Malaysia. In 2012, he was from 1999 to 2003 and a Non- whose current service contract awarded the Lifetime Achievement Executive Director of the Board from expires on 27 October 2016, will offer Award for 'Leadership in Global 26 March 2008. Mr Ng is currently on themselves for re-election at the Business' by the Asian Strategy & the boards of Laura Ashley Inc., Laura AGM in accordance with the UK Leadership Institute at the World Ashley (North America) Inc., Regent Corporate Governance Code. Chinese Economic Forum. In 2013, he Corporation Inc. and Corus Hotels was awarded the Lifetime Limited. He was also the former Details of the Directors are Achievement Award for President of Laura Ashley Inc. and as follows: entrepreneurship by Enterprise Asia Regent Corporation Inc. and the and the BrandLaureate Premier Brand former Managing Director of 77, Non- Tan Sri Dr Khoo Kay Peng, ICON Leadership Award. Also in Metrojaya Berhad, the retailing arm Executive Chairman, joined the Board 2013, he was conferred a medal by of the MUI Group. in February 1999. He is the Chairman the United States Commission on and Chief Executive of Malayan International Religious Freedom, a Ms Joyce Sit, 51, was appointed United Industries Berhad and MUI Commission established by the Executive Director of the Company Properties Berhad. He is also the United States Congress. More on 16 January 2015 and was Chairman of Pan Malaysian Industries recently in February 2015, he was appointed President of Laura Ashley Berhad, Metrojaya Berhad, West awarded Chairman of the Year by the (Asia) Pte Ltd, Singapore, on 1
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 21 Directors’ Report continued
January 2015. Ms Sit holds a Bachelor in Singapore and is on the Board of LLP as auditor to the Company and of Art (Architectural Studies) from the Trustees of the Singapore Cardiac to authorise the Directors to National University of Singapore, a Society. Ms Kwa graduated with a determine the audit fee will be put to Diploma in Architecture from the Bachelor of Law Honours degree the forthcoming AGM. Bartlett School of Architecture, from the University of Singapore in University College London and a 1979 and was called to the Singapore Disclosure of Information Masters in Real Estate Development Bar in 1980. to Auditor from Massachusetts Institute of In the case of each of the Directors Technology. She has gained several Mr Wong Nyen Faat, 59, was who were Directors at the date this years of architectural experience appointed to the Board as a Non- Report was approved: working in Singapore and many years Executive Director on 9 January 2012. • So far as each of the Directors is of global real estate investment He is a member of the Audit aware, there is no relevant audit experience in Asia, Europe and USA, Committee. Mr Wong is the Chief information (as defined in the when she worked as Vice President of Operating Officer of the MUI Group Companies Act 2006) of which the GIC Real Estate Pte Ltd, a leading and the Executive Director of Pan Company’s auditor is unaware; and sovereign wealth fund manager. Malaysia Corporation Berhad. He also sits on the Board of Pan Malaysia • Each of the Directors has taken all Ms Sally Kealey, 57, joined the Board Industries Berhad, Pan Malaysia the steps that he or she ought to as a Non-Executive Director on 28 Holdings Berhad, Pan Malaysia have taken, as a Director, in order October 2004. She is a member of Capital Berhad, Metrojaya Berhad to make himself or herself aware of the Audit Committee and the and Corus Hotels Limited. He has any relevant audit information and Nomination Committee. Ms Kealey served as Executive Director of to establish that the Company’s previously served as an executive of Morning Star Resources Limited in auditor is aware of that information. Laura Ashley Limited for a period of Hong Kong. He holds a First Class 13 years until 1996 and held the post Honours Bachelor’s Degree in Communications of Home Furnishings Design Director. Science (Mathematics) with Education The Company places a great deal of During her time with the Company, from University of Malaya and a importance on communication with she worked very closely with the late Masters degree in Business its shareholders. The Company Laura Ashley. Management from the Asian Institute publishes concise financial of Management. Ms Kwa Kim Li, 60, a lawyer, was statements for its half-year results appointed to the Board as a Non- Directors’ Interests and a full report for its full year Executive Director on 7 September As disclosed in note 29 to the financial results. Shareholders may elect to 2011. She is a member of the statements and the Executive Directors’ receive both reports by mail or to Nomination Committee and the service contracts, none of the Directors receive notification of their availability Remuneration Committee. She is the have, or have had during the financial on the Company’s website at www. Managing Partner of Lee & Lee, period, a material interest in any lauraashley.com. Shareholders also Advocates & Solicitors, one of contract of significance relating to the have direct access to the Company Singapore’s oldest and well business of the Company or its via its free shareholder information established law firms founded in subsidiaries. The table on page 30, telephone service (see page 73). 1955. Her active legal practice spans which shows the Directors’ interests in All shareholders have the opportunity over 35 years covering areas such as the shares of the Company, forms part to ask questions and make real estate, family practice, banking, of this Report. suggestions at the Company’s AGM. trusts, estate planning, probates and Directors‘ Indemnity cross-border transactions. She sits on Significant Interests the boards of HSBC Bank (Singapore) The Group maintains Directors and The Directors are not aware of any Limited, Mapletree Commercial Trust, Officers liability insurance, which other interest amounting to 3% or Sentosa Development Corporation, gives appropriate cover against any more of the issued share capital of National University Health System, legal action that may be brought the Company other than those listed Singapore Chinese Girls’ School and against them. on page 23, as disclosed to the the Lee Kuan Yew School of Public Auditor Company pursuant to the Disclosure Policy. She is the legal advisor to the and Transparency Rules. Real Estate Developers’ Association A resolution proposing the re-appointment of Moore Stephens
22 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC Number of Percentage of Details of significant interests in the As at 16 August 2016 Ordinary Shares Issued Share Capital3 Company are available within the MUI Asia Limited 255,938,185 35.17% Directors’ Report on pages 22 and ABB Nominee (ASING) Sdn Bhd1 108,725,000 14.94% 23. No changes in significant interest Bonham Industries Limited2 79,120,822 10.87% have been disclosed to the Company between the financial year-end and Ruffer 40,930,065 5.62% 16 August 2016. Aeon Co 35,220,606 4.84% The Directors have provided a 1 Bonham Industries Limited has granted a charge over 108,725,000 ordinary shares in favour of ABB Nominee (ASING) Sdn. Bhd. Bonham Industries Limited remains the beneficial owner of all of the statement that they consider the ordinary shares which are subject to the charge. business is a going concern in the 2 KKP Holdings Sdn. Bhd., Soo Lay Holdings Sdn. Bhd. and Tan Sri Dr Khoo Kay Peng are each section above. interested in these shares.
3 Excluding 18,272,500 treasury shares. At the AGM held in June 2015, the Company was authorised by shareholders to make market Going Concern purchases of up to 10% of its issued share capital as permitted under the The Board is of the opinion that the placed to manage its business risks Company’s Articles. No shares have Group will have sufficient funding to successfully despite the current been bought back under this meet its working capital needs. The challenging economic outlook. authority during the period ended 30 Group has positive bank balances Since the Company and the Group June 2016. The authority expires at and has plans to address any have adequate resources to continue the conclusion of the 2016 AGM of possible uncertainties in the current in operational existence for the the Company when the Directors will economic environment, which may foreseeable future, the Directors seek to renew this authority. impact the going concern consider it appropriate to prepare assumption. the financial statements on a going Details of how the Group has applied the Main Principles of the UK The Group’s business activities, concern basis. Corporate Governance Code are together with the factors likely to Other disclosures available in the Report on Corporate affect its further development, Listing Rule 9.8.4 prescribes specific Governance, pages 25 to 28. performance and financial position, information to be included in the are also set out in the Chairman’s Details of Directors proposed for Annual Report and Accounts. The Statement and the Group Strategic election or re-election are provided information required is provided or Report. The financial position of the on page 21 within the Director’s cross-referenced to other sections of Group, its cash flow and its liquidity Report. the Annual Report as follows. position are contained in the Notes to the Financial Statements. These Statement of Directors’ Details of the Executive Directors’ Responsibilities include the Group’s objectives, long-term incentive scheme are policies and processes for managing available in the Directors’ The Directors are responsible for its capital, its financial risk Remuneration Report on page 29. preparing the Annual Report and the management objectives, details of Financial Statements in accordance financial instruments and exposures The Group has entered into a with applicable law and regulations. to credit risk, interest rate risk, Continuing Relationship Agreement foreign currency risk and liquidity risk. with the controlling shareholder, Company law requires the Directors details of which can be found within to prepare financial statements for The Group has adequate financial the Report on Corporate each financial year. Under the law, the resources to meet the obligations of Governance, page 25. Directors have elected to prepare the its commitments to customers and Group Financial Statements in suppliers across different geographic Details of the Directors’ interests in accordance with International areas and industries. As a the shares of the Company are Financial Reporting Standards consequence, the Directors are available within the Directors’ (“IFRS”) as adopted by the European confident that the Group is well Remuneration Report on page 30. Union. Under company law, the
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 23 Directors’ Report continued
Directors must not approve the The Directors are aware that Annual General Meeting Financial Statements unless they are legislation in the United Kingdom You will find enclosed a Form of satisfied that they give a true and fair governing the preparation and Proxy for use by each shareholder at view of the state of affairs of the dissemination of financial statements the AGM. Whether or not you intend Company and of the Group as at the may differ from legislation in other to be present at the meeting, you are end of the financial year, and of the jurisdictions. requested to complete and sign the profit and loss, total comprehensive Form of Proxy in accordance with the income and cash flows of the Group The Directors will be advised by the instructions thereon, and to return it for that period. In preparing these Company Secretary of any new as soon as possible but, in any event, Financial Statements the Directors requirements and provisions as they so as to arrive at the Company’s are required to: come into force. The Directors believe that compliance with Registrars by 10am (UK time) on • select suitable accounting policies regulatory requirements will 10 October 2016. The completion and then apply them consistently; complement their overall duty to and return of a Form of Proxy will not ensure the success of the Company preclude you from attending the • make judgements and accounting in meeting its objectives. AGM and voting in person should estimates that are reasonable and you so wish. prudent; Directors’ Responsibility Statement Pursuant to the By Order of the Board. • state whether IFRS as adopted by Disclosure and Transparency the European Union have been Rules, Section 4 (DTR 4) followed, subject to any material Each of the Directors confirms to the Fong Sai Hup departures disclosed and best of their knowledge that: Company Secretary explained in the Group and Parent Company Financial Statements (a) The Group and Company 9 September 2016 respectively; and financial statements in this Report have been prepared in • prepare the Financial Statements accordance with IFRS as adopted on the going concern basis unless by the European Union, give a it is inappropriate to presume that true and fair view of the assets, the Company will continue in liabilities, financial position and business. profit or loss of the Company and The Directors are responsible for the Group taken as a whole; and keeping proper accounting records (b) A fair review of the development that are sufficient to show and and performance of the business explain the Company’s and the and the position of the Company Group’s transactions, and disclose and the Group taken as a whole, with reasonable accuracy at any time together with a description of the the financial position of the Company principal risks and uncertainties and the Group and to enable them that they face have been set out to ensure that the Financial in the Strategic Report; and Statements comply with the Companies Act 2006. They are also (c) That the value of land and responsible for safeguarding the buildings, as reflected in the assets of the Company and of the financial statements, are not Group and for taking reasonable significantly different to their steps to prevent and detect fraud current market value. and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.
24 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC REPORT ON CORPORATE GOVERNANCE
Report on Corporate Governance
Compliance appointment and removal of the accordance with provision B.7.1 of Company Secretary. The Board also the Code and will seek re-election as The Board endorses the UK has access to professional advice independent Non-Executive Corporate Governance Code (the within the Group and externally. The Directors at the AGM. In addition, “Code”). During the financial period Group purchases appropriate ended 30 June 2016, the Group has the Board recognises Mr David insurance cover in respect of legal complied with the provisions set out Walton Masters as the Senior action against its Directors and in the Code, except to the extent Independent Non-Executive Director. Officers. disclosed below. As part of a subscription exercise that The Board The Chairman’s main function is to was undertaken in May 1998, a manage the Board so that the Group Continuing Relationship Agreement The Board comprises five Non- is run in the best interests of its was entered into between the Group, Executive Directors, including the stakeholders. It is also the Chairman’s Malayan United Industries Berhad Chairman and Deputy Chairman, and responsibility to ensure the Board’s (“the MUI Group”) and MUI Asia two Executive Directors, one being integrity and effectiveness. Limited (a 100% subsidiary of the MUI the Chief Executive Officer of the Group). The Board confirms that the Group. Non-Executive Directors / Board Independence Company has complied with the The Board has five scheduled Continuing Relationship Agreement The Group is fortunate in having the meetings a year, but meets more and, so far as they are aware, the services of its Non-Executive frequently when business requires, controlling shareholders have also Directors who provide an important and has full and timely access to all complied with the Continuing contribution to the strategic relevant information to enable it to development of the Group. Relationship Agreement. The carry out its duties. Continuing Relationship Agreement The Non-Executive Directors have gives the MUI Group the right to The Board is responsible for the access to the Chairman if they wish appoint Directors to the Board. The overall performance of the Group, to discuss specific issues regarding MUI Group is currently entitled to which includes the broad strategic the performance of the Executive appoint three Directors and their direction, development and control Directors. Where required, meetings replacements. Tan Sri Dr Khoo Kay of the Group. The policies and between Non-Executive Directors Peng, Mr Wong Nyen Faat and Ms strategies of the Group are without the presence of the Joyce Sit Meng Poh are the current formulated by the Board. More Chairman or the Executive Directors MUI Group appointed Directors. detailed considerations to do with can be easily convened. the running of the day-to-day Directors’ Elections business of the Group are delegated Under the provisions of the Code on Any new Director appointed during to the Management Committee small companies, the Group must the financial year is required, under under the leadership of the Chief have at least two independent Non- the provisions of the Company’s Executive Officer. The Board governs Executive Directors on the Board. Articles, to retire and seek election the Management Committee by The Board is of the view that Mr by shareholders at the next AGM. regularly monitoring the David Walton Masters, Ms Sally The Articles also require that one- implementation of strategy and Kealey and Ms Kwa Kim Li are third of the Directors retire by policy decisions to ensure that the independent Non-Executive rotation each year and seek operation of the Group is at all times Directors and, accordingly, are able re-election at that AGM. The in line with the Group’s objectives. to provide an independent view on matters discussed and decisions Directors required to retire will be The Board has regular contact with taken at Board level. The Board is of those in office longest since their the Company Secretary for his service the opinion that Mr David Walton previous re-election and this will and advice. The Company Secretary Masters’ and Ms Sally Kealey’s usually mean that each Director is responsible for advising the Board judgement as independent Non- retires at least once in every three on corporate governance matters Executive Directors are not affected years, although there is no absolute and ensuring that Board procedures notwithstanding the fact that they requirement to this effect. In order to are followed and that applicable rules have served on the Board for more fully comply with the Code, it is the and regulations are complied with. than nine years since their first Group’s policy that every Director The Board decides on the election. They will both retire in should submit themselves for
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 25 REPORT ON CORPORATE GOVERNANCE CONTINUED
Report on Corporate Governance continued
Directors’ attendance The attendance of Directors from 11 April 2015 to 16 August 2016 is set out below:
Audit Remuneration Nomination Board Meetings Committee Meetings Committee Meetings Committee Meetings
Number of Number of Number of Number of Number of Number of Number of Number of Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings Convened Attended Convened Attended Convened Attended Convened Attended Tan Sri Dr Khoo Kay Peng 7 7 – – 2 2 2 2 Mr David Walton Masters 7 7 6 6 2 1 – – Mr Ng Kwan Cheong 7 7 – – – – – – Mr Wong Nyen Faat 7 7 6 6 – – – – Ms Kwa Kim Li 7 7 – – 2 2 2 2 Ms Sally Kealey 7 7 6 6 – – 2 2 Ms Joyce Sit Meng Poh 7 7 – – – – – –
re-election at least once in every of the Group who, in turn, provided Committee are put to the full Board three years, wherever possible. timely information of the right length which considers them before any and quality to the Board. The Board appointment is made. External The Directors who will be seeking members also agreed that the Board search consultancies or open re-election at the AGM this year have and Committee meetings were of the advertising have not been used in had their performance appraised by appropriate length to enable the appointment of Directors. The the Chairman of the Company, who thorough consideration of issues. members of the Nomination believes that these persons have Committee during the financial year contributed effectively to the Board Board Committees were Tan Sri Dr Khoo Kay Peng and are committed to the best The Board has delegated specific (Chairman), Ms Sally Kealey and Ms interests of the Company. The responsibilities to the Audit, Kwa Kim Li. performance evaluation of the Nomination and Remuneration Chairman was led by the Senior Committees. The Board considers Remuneration Committee Independent Non-Executive Director that all the members of each The Remuneration Committee meets taking into account the views of all Committee have the appropriate at least once a year and is Directors. experience and none of them have responsible for advising on the interests which conflict with their remuneration policy for Directors Board Performance positions on the Committees. All only. The Remuneration Committee Evaluation Board Committees have their own considers any remuneration package During the period ended 30 June terms of reference, which are before it is offered to a potential 2016, the Board undertook an available from the Company appointee. It does not set or monitor evaluation of its own performance Secretary upon request. the level or structure of remuneration and its individual Directors including for members of senior management. the Chairman. Nomination Committee The Nomination Committee, the Members of the Remuneration The results of the evaluation were membership and quorum of which is Committee during the financial year satisfactory. It was concluded that the a majority of Non-Executive were Tan Sri Dr Khoo Kay Peng Board and its Committees with the Directors, meets as required to (Chairman), Mr David Walton Masters right mix of knowledge and skills, decide and give recommendations to and Ms Kwa Kim Li. In compliance operated effectively with a sound the Board on all matters relating to with the Code, there are at least two corporate governance and risk the selection, number, appointment independent Non-Executive management framework. The Board and removal of Executive and Non- Directors on the Committee and they communicated well and gave useful Executive Directors to the Board. The are Mr David Walton Masters and Ms feedback to the senior management recommendations of the Nomination Kwa Kim Li.
26 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC Details of the level and composition a. Pr ovisions for doubtful debts of effectiveness of the Group’s internal of the Directors’ remuneration are £1.3 million provided due to the controls. The Committee has regular disclosed in the Directors’ previous Australian franchise dialogues with the Internal Audit Remuneration Report on pages 29 to partner going into liquidation. Manager and is involved in the 35. Therefore, total bad debts assessment and implementation of provision for the period increased any internal audit plan. Audit Committee to £1.3 million when it was £0.2 The Audit Committee has four million in the previous year. Upon The Committee has the primary responsibility for making a scheduled meetings a year. The Chief discussion with the management recommendation to the Board on the Executive Officer, Joint Chief and external auditors, the appointment, re-appointment and Operating Officers, Chief Financial Committee was satisfied that the removal of the external auditor. In Officer, Internal Audit Manager and assumptions taken were making the recommendation for the Company’s external auditor reasonable, consistent and re-appointment, the Audit attend the meetings of the appropriate. Committee at the invitation of the Committee will assess cost Committee’s Chairman. b. During the period the Committee effectiveness, independence and reviewed pension scheme funding objectivity of the external auditor. The members of the Audit position and the actuarial The Board will include a resolution in Committee during the financial assumptions underlying the the next AGM proposing period were Mr David Walton calculations. The Group’s balance re-appointment of the external Masters (Chairman), Ms Sally Kealey sheet shows a net deficit of £16.2 auditor and authorising the Board to and Mr Wong Nyen Faat. million, compared with the net determine the audit fee. The Audit Committee has considered the In compliance with the Code, Mr deficit of £17.8 million in the guidance in relation to rotation David Walton Masters and Ms Sally previous year. The Committee including the transition rules which Kealey are independent Non- was satisfied that the assumptions will be considered when Executive Directors. At least one were reasonable and consistently recommending the appointment of member of the Audit Committee has applied. the auditor in future years. Moore recent and relevant financial c. During the period the Committee Stephens LLP was appointed as experience. reviewed the requirement for auditor in 2015 following its The Audit Committee undertakes a industry specific and general acquisition of Chantrey Vellacott DFK number of duties to ensure the accounting estimates, including LLP who was the auditor for the past satisfactory discharge of its those in respect of stock 12 years. responsibilities. It is the duty of the valuation, sales returns rates, The Committee meets regularly with Committee to ensure that the royalty income and dilapidations. the external auditor to discuss integrity of the financial statements The Committee was satisfied that matters relating to the financial of the Company is duly monitored. the estimates remain appropriate reporting and internal controls of the This involves the review of all and reasonable. Group as well as topical items on financial statements relating to the The committee is aware of the new which the Committee has chosen to Company’s performance. It assists the IFRS 16 ‘Leases’ accounting standard focus. It also assists the Board in Board in ascertaining that the which is due for implementation for ensuring that appropriate accounting Group’s financial systems provide accounting periods commencing on policies, internal controls and accurate information on its financial or after 1 January 2019. The standard compliance procedures are in place. performance and that its published requires lessors to account for all During the period under review, financial statements represent a true leased assets as finance leases. As specific issues considered by the and fair reflection of this position. the Group has significant operating Committee included the Group’s During the review of the financial lease expenditures, adopting the response to risks arising from cyber statements, the Committee focused standard is likely to have around £100 security. on the following significant areas. million impact on the accounts, They were discussed and addressed increasing both assets and liabilities. During the period ended 30 June with the management and external 2016, the Group’s external auditor auditors, and no significant The Committee is also responsible provided non-audit advice to the differences arose. for regularly reviewing the Group. The fees paid for these
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 27 Report on Corporate Governance continued
services were £11,774 (2015: £33,000). The Directors have sought to Necessary actions are taken to The use of external auditors for non- establish clear operating procedures, remedy significant failings or audit work is carefully evaluated by lines of responsibility and delegated weaknesses arising from internal the Audit Committee. The Audit authority. In particular, procedures control reviews. Committee has a duty to ensure that exist for: provision of non-audit services by the Relations with Shareholders external auditor does not impair their • Monthly financial reporting, within The Company continues to maintain independence and objectivity. The an annual budgeting and annual good communications with Group will disclose such services to forecasting process; shareholders. The Laura Ashley the Audit Committee detailing the website provides up-to-date • Maintaining day-to-day financial nature of the work, estimated costs, information on the Group. The control of operations within a project timeline, department involved Company despatches the Notice of framework of defined financial and also assurance from the Ethics AGM at least 21 days before the policies and procedures on key Partner of the external auditor that meeting. business activities; relevant ethical issues are considered. The Board considers the AGM to be • Business wide risk management The Audit Committee Chairman an opportunity to meet and policy and standards; reports verbally to the Board on the communicate with investors, giving main issues arising from any Audit • Planning, approving and shareholders the opportunity to raise Committee meeting held monitoring major projects; and any issues or concerns they may immediately prior to a Board have. The Chairmen of the Audit, meeting. The finalised Audit • Regular performance monitoring Nomination and Remuneration Committee meeting minutes are with remedial action taken where Committees will be available at the circulated to Board members for their necessary. AGM to answer any queries raised. In information. accordance with the provisions of the In addition, the Board also takes the Code, the Company will provide an necessary steps to ensure that Internal Control indication at the AGM of the level of reviews are carried out on the various The Board acknowledges that it is proxies lodged on each resolution. systems of internal control that are responsible for the Group’s system of Registered shareholders have direct currently in place throughout the internal control and for reviewing its access to the Company and receive a Group. The Group has a whistle- effectiveness. Such a system is copy of the Annual Report, which blowing policy in place, which has designed to manage rather than contains the full financial statements been communicated to all Group eliminate the risk of failure to achieve of the Company. At the Company’s employees. This policy enables business objectives and can only AGM, shareholders are given the employees to raise any concerns that provide reasonable and not absolute opportunity to express their views they have, in confidence, on methods assurance against material and ask questions pertaining to the of financial reporting or on any other misstatement or loss. Company and its businesses. matters. The Board confirms that it has carried At regular intervals, both the Board out a review of the effectiveness of and the Audit Committee consider a the Group’s system of internal control risk management update report, covering financial, operational, which gives an assessment on compliance and other controls. whether internal control elements for The Board monitors the headline risk management have been met. issues of health and safety, The Board believes that the environment, ethics and risk information provided in such updates management. is in accordance with Risk Management, Internal Control and Related Financial and Business Reporting.
28 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC DIRECTORS’ REMUNERATION REPORT
Directors’ Remuneration Report
Remuneration Committee Membership of the Remuneration as shown in the components table on Chairman’s Statement Committee comprises entirely Non- page 33. Executive Directors. The current On behalf of the Board, I am pleased members of the Remuneration Directors’ Remuneration to present our Directors’ Committee are Tan Sri Dr Khoo Kay The ‘single figure’ table below Remuneration Report for the period Peng (Chairman of the Remuneration represents the Directors’ ended 30 June 2016. Shareholders Committee), Mr David Walton remuneration during the period will be invited to approve the Masters and Ms Kwa Kim Li. ended 30 June 2016 (1 February 2015 Remuneration Report for the period to 30 June 2016) and period ended ended 30 June 2016 (which will be a The Remuneration Committee 31 January 2015 (1 February 2014 to non-binding advisory vote) at the determines the remuneration of each 31 January 2015) and relates to the Company’s AGM on 12 October Director. During the period ended 30 period of each Director’s membership 2016. June 2016, the Remuneration of the Board. Such emoluments are Committee considered that the The Directors’ Remuneration Report normally paid in the same financial current level of remuneration of has been prepared on behalf of the year, except for bonus payments, Board members was satisfactory. Board by the Remuneration which relate to the previous financial year. Committee in accordance with the It is envisaged that the remuneration requirements of the Companies Act components for Executive Directors 2006 and the Large and Medium- for the period ending 30 June 2017 sized Companies and Groups will be very similar to those in place (Accounts and Reports) (Amendment) for the period ended 30 June 2016, Regulations 2013.
Salaries Long Term Pension & Fees Benefits 1 Annual Bonus Incentive Benefits 2 Total
2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 Executive Directors Mr Ng Kwan Cheong 262 185 66 46 – – – – 26 19 354 250 Ms Joyce Sit Meng Poh 3 165 10 11 – – – – – – – 176 10 Sub-total 427 195 77 46 – – – – 26 19 530 260 Non-Executive Directors Tan Sri Dr Khoo Kay Peng 283 200 – – – – – – – – 283 200 Mr David Walton Masters 71 50 – – – – – – – – 71 50 Ms Sally Kealey 43 30 – – – – – – – – 43 30 Ms Kwa Kim Li 43 30 – – – – – – – – 43 30 Mr Wong Nyen Faat 43 30 – – – – – – – – 43 30 Dato’ Ahmad Johari bin Abdul Razak 4 – 30 – – – – – – – – – 30 Ms Ho Kuan Lai4 – 9 – – – – – – – – – 9 Ms Frances Boon (Alternate Director) 4 – 9 – – – – – – – – – 9 Sub-total 483 388 – – – – – – – – 483 388 Total* 910 583 77 46 – – – – 26 19 1,013 648
1 Benefits paid to Mr Ng Kwan Cheong, CEO, include a car allowance, housing allowance and private medical insurance. 2 Mr Ng Kwan Cheong receives a pension benefit equivalent to 10% of basic salary paid to his nominated private pension scheme. 3 Ms Sit is President of Laura Ashley (Asia) Pte Ltd, Singapore and her remuneration is borne by that company. 4 Dato’ Ahmad Johari bin Abdul Razak retired on 18 November 2014, Ms Ho Kuan Lai and Ms Frances Boon (Alternate Director to Ms Ho), retired on 3 August 2014. * All figures are rounded to the nearest £1,000.
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 29 DIRECTORS’ REMUNERATION REPORT CONTINUED
Directors’ Remuneration Report continued
Payments to Past Directors No payments were made during the period ended 30 June 2016 (2015: nil) to any past Directors of the Company. Payments for Loss of Office No Executive Directors left the Company during the period ended 30 June 2016 and, therefore, no payments in respect of compensation for loss of office were paid to, or were receivable by, any Director (2015: nil). Directors’ Shareholdings There is no requirement for any Director to own shares in the Company.
The interests of the Directors in the shares of the Company are shown below:
Financial Financial year ended year ended 30 June 2016 31 January 2015 Tan Sri Dr Khoo Kay Peng 187,845,822* 187,845,822* Mr David Walton Masters 1,000,000 1,000,000 Ms Sally Kealey 775 775
* Bonham Industries Limited, KKP Holdings Sdn. Bhd. and Soo Lay Holdings Sdn. Bhd. are each interested in these shares. 108,725,000 shares owned by Bonham Industries Limited are charged to ABB Nominee (ASING) Sdn. Bhd. and Bonham Industries Limited remains the beneficial owner of these shares.
There were no changes in Directors’ Shareholdings between the financial year-end and 16 August 2016.
All interests in share capital were held as beneficial interests. Mr Ng Kwan Cheong, Ms Kwa Kim Li, Mr Wong Nyen Faat, and Ms Joyce Sit Meng Poh did not have any interest in the issued share capital of the Company at any time during the financial year. Audited Information Details of the remuneration and Directors’ shareholding interests for the financial period ended 30 June 2016 disclosed on page 29 and above have been audited by the Group’s external auditor. Total Shareholder Return The graph on page 31 illustrates the Company’s performance, measured by total shareholder return, compared with the performance of the FTSE General Retailer Index for the period 31 July 2011 to 31 July 2016. The FTSE 350 General Retailers Index is a suitable comparative index to benchmark the Company’s performance because it comprises public- listed entities that the Company considers as its direct and indirect competitors in the industry.
30 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC Total Shareholder Return Performance
250
200
150
100
50
0
July 2011 July 2012 July 2013 July 2014 July 2015 July 2016
January 2012 January 2013 January 2014 January 2015 January 2016 ALY-GB Index FTSE All Share General Retail Index
The above graph shows the value, by 30 June 2016, of £100 invested in Laura Ashley Holdings plc on 31 July 2011 compared with the value of £100 invested in the FTSE All-Share General Retailers Index, and assuming application of any benefit in cash, at the time it becomes available, in the purchase at their market value of shares of the same kind which are added to the holding. Table of Historical Data
Annual bonus Total Annual bonus payout as a % of remuneration payout total that could Year Chief Executive Officer £000 £000 have been paid 2 2016 Mr Ng Kwan Cheong 1 354 – – 2015 Mr Ng Kwan Cheong 250 – – 2014 Mr Ng Kwan Cheong 250 – – 2013 Mr Ng Kwan Cheong 250 – – 2012 Mr Ng Kwan Cheong 18 – – Ms Lillian Tan Lian Tee 281 40 N/A 2011 Ms Lillian Tan Lian Tee 283 35 N/A 2010 Ms Lillian Tan Lian Tee 234 – –
1 Remuneration received from 1 February 2015 to 30 June 2016. 2 The Company did not have a long-term incentive plan or formal bonus scheme in place during the seven-year period reported on above. Any bonus payments were determined at the discretion of the Remuneration Committee. * All figures are rounded to the nearest £1,000.
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 31 Directors’ Remuneration Report continued
Percentage Change in Remuneration of Chief Executive Officer The table below shows the percentage change in annual salary, benefits and annual bonus earned between the period ended 31 January 2015 and the period ended 30 June 2016 for the Chief Executive Officer compared to the average paid to all Laura Ashley employees each year.
Salary 1 Benefits 2 Annual Bonus % % % Chief Executive Officer – 0.03 – Employees – non-minimum wage 4.75 13.76 – Employees – minimum wage 8.59 3.16 –
1 Salary is an average based on the National Minimum Wage increase in October 15 and the National Living Wage increase for those over 25 in April 16. 2 The benefits have increased due to an increase in the private medical premium for all employees who have private medical cover.
Relative Importance of Spend on Pay The table below shows the total pay for all employees compared with distributions to shareholders.
Period ended Period ended 30 June 2016 31 Jan 2015 Change £m £m % Employee costs 1 75.6 52.7 43.5 Ordinary dividends 14.5 14.5 –
1 Total employee costs includes wages and salaries, social security costs, benefits and pension costs.
Statement of Voting at AGM The table below shows the percentage of votes cast for, votes against and votes withheld at the AGM held on 9 June 2015, in relation to the ordinary resolutions to approve the Directors’ Remuneration Report for the period ended 31 January 2015.
Percentage of Votes Percentage of Votes Number of Votes cast for Against Withheld Directors’ Remuneration Report 99.95% 0.05% 301,631
Directors’ Remuneration Policy The Policy on remuneration of Directors set out on pages 33 to 35 was approved by shareholders at the Company’s AGM on 8 May 2014 and will apply until shareholders next consider and vote on the Policy.
32 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC Main Components of Remuneration The key components of Executive Directors’ remuneration for the period from 8 May 2014 and beyond (the Policy period), as well as for the period ended 30 June 2016, are summarised below:
Framework used to assess Purpose and link performance and provisions Component to strategy Operation (including maximum levels) for recovery of sums paid
Base salary The provision of the core Base salaries are normally reviewed annually. The Remuneration Committee reward for the role at a Salaries are typically set after considering considers individual salaries at sufficient level to attract information from independent sources on salary the appropriate Remuneration and retain skilled levels for similar posts, the responsibilities of the Committee meeting each year individuals of the necessary role, the individual’s performance and their after having due regard to the calibre to execute the experience. factors noted in operating the Group’s strategy. salary policy. Pay awards to Executive Directors take account of prevailing market and economic conditions. No recovery provisions apply to Salaries may be adjusted and any increase will salary. ordinarily be in line with the wider employee group in percentage terms. Increases above those granted to the wider workforce may be awarded in certain circumstances, e.g. where there is an increase in responsibility and performance. The salary level for Chief Executive Officer for the financial period ended 30 June 2016 (1 February 2015 – 30 June 2016) was £262,083 (2015: £185,000).
Benefits Benefits are offered to Benefits comprise private medical insurance, a Not applicable. Executive Directors as part housing allowance and car allowance. No recovery provisions apply of a competitive The cost to the Company of providing private to benefits. remuneration package. medical insurance may change from year to year depending on the cost of providing the benefit. The Chief Executive Officer received a car, housing allowance and medical benefits totaling £65,900 for the period ended 30 June 2016 (1 February 2015 – 30 June 2016) (2015: £46,000).
Annual bonus The annual bonus rewards Maximum opportunity is 100% of salary for Bonuses are based on key the achievement of annual Executive Directors payable in cash. financial and operational financial and operational All bonus payments are at the discretion of the performance indicators (e.g. goals. Committee. profit before tax) set and assessed by the Committee at its discretion. Bonus payments are subject to recovery at the discretion of the Remuneration Committee in the event of a misstatement of results for the year to which the bonus relates, or an error in the determination of the bonus within three years of the payment of the bonus.
Incentive To incentivise and realise Incentive schemes are not considered appropriate Not applicable. schemes execution of the business for the Company. No recovery provisions strategy over the longer are applicable. term. Rewards strong financial performance and sustained increase in shareholder value.
Pension To reward sustained Executive Directors are offered a fixed salary Not applicable. benefit contribution and supplement, calculated as a percentage of base No recovery provisions apply encourages retention. salary, payable to a nominated private pension to pension benefits. scheme.
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 33 Directors’ Remuneration Report continued
The Remuneration Committee sets the overall policy on remuneration and other terms of employment of Directors. It does not set or monitor the level or structure of remuneration for members of senior management. The Remuneration Committee aims to ensure that the remuneration packages offered are competitive and designed to attract, retain and motivate Directors of the right calibre.
Remuneration for Non-Executive Directors consists of fees for their services in connection with Board and Committee meetings. These fees are to be determined by the Remuneration Committee without the involvement of the Non- Executive Directors concerned. Non-Executive Directors do not participate in any Group pension, bonus or share option schemes.
The Remuneration Committee takes account of remuneration and benefits information in the marketplace when assessing pay and benefits of the Directors within the Group. The Remuneration Committee also considers general pay, benefits and employment conditions of all employees within the Group when assessing the level of salaries and remuneration packages of Executive Directors and Non-Executive Directors.
When appointing new Executive Directors, they will be eligible for the same remuneration components as current Executive Directors, as set out in the Main Components of Remuneration table on page 33.
Bonus payments are awarded at the discretion of the Remuneration Committee.
On appointment, new Non-Executive Directors, will be eligible for the same remuneration components as the current Non-Executive Directors. The fees paid are intended to reflect the scope of the Board’s work and the responsibility related to serving on the Board. Service Contracts / Letters of Appointment for Directors a. Non-Executive Directors do not have service contracts with the Company, but have letters of appointment for a period of two to three years.
b. The Company is obliged to reimburse all Non-Executive Directors for all reasonable expenses and independent legal advice incurred in carrying out their duties.
c. The Company is obliged to ensure that all Non-Executive Directors are covered with appropriate liability insurance during their tenure.
d. The Company recognises that its Directors are likely to be invited to become Non-Executive Directors of other companies and that exposure to such non-executive duties can broaden their experience and knowledge which will benefit the Group. Executive and Non-Executive Directors are therefore, subject to approval of the Company’s Board, allowed to accept non-executive appointments, as long as these are not with competing companies and are not likely to lead to conflicts of interest. Executive and Non-Executive Directors are allowed to retain the fees paid. Payments for Loss of Office The Company is entitled to terminate the services of any Non-Executive Director without any notice period and the services of any Executive Director with three (3) months’ notice. In that event, the Non-Executive Director or Executive Director is not entitled to any damages for loss of office and no fee will be payable in respect of any unexpired portion of the term of appointment in question. There is no pre-determined compensation on termination of the service contracts of any Executive Director.
Loss of office payments and their component parts are determined and awarded at the discretion of the Remuneration Committee.
34 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC Value of the Remuneration Package for the Chief Executive Officer The chart below provides an indication of the amount receivable by the Company’s Executive Directors under the remuneration policy for the period ending 30 June 2016.
Chief Executive Officer Executive Director
£435k £221k
£343k £171k Bonus Bonus** 100% of salary 100% of Bonus** budgeted Bonus 50% of budgeted PBT achieved £250k 50% of salary £120k PBT achieved
Fixed* Fixed* Fixed* Fixed* Fixed* Fixed*
Minimum Median Maximum Minimum Median Maximum
* Fixed remuneration includes annual base salary, cash benefits and * Fixed remuneration includes annual base salary, cash benefits and pension benefit. medical benefits. ** Bonus is earned on the incremental increase in profit before tax, excluding exceptional items.
Consideration of Employment Conditions Elsewhere in the Group When determining the remuneration policy and arrangements for Directors, the Remuneration Committee considers the pay and employment conditions elsewhere in the Group. The Remuneration Committee does not consult with employees when drawing up the Remuneration Policy and no remuneration comparison measurements were used in its preparation. Consideration of Shareholder Views Any views in respect of Directors’ remuneration expressed to the Company by shareholders are considered at each meeting convened by the Remuneration Committee. Resolutions A resolution to approve the Directors’ Remuneration Report will be put forward to shareholders at the AGM on 12 October 2016.
On behalf of the Board,
Tan Sri Dr Khoo Kay Peng Chairman
9 September 2016
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 35 INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF LAURA ASHLEY HOLDINGS PLC
Independent Auditor’s Report to the members of Laura Ashley Holdings plc
Our Opinion Directors are responsible for the inconsistencies with the audited preparation of the financial statements financial statements and to identify any In our opinion, Laura Ashley Holdings and for being satisfied that they give a information that is apparently PLC’s (“the company” or “the parent true and fair view. Our responsibility is materially incorrect based on, or company”) group financial statements to audit and express an opinion on the materially inconsistent with, the (“the financial statements”): financial statements in accordance with knowledge acquired by us in the • give a true and fair view of the state applicable law and International course of performing the audit. If we of the group’s and of the parent Standards on Auditing (UK and Ireland) become aware of any apparent company’s affairs as at 30 June 2016 (“ISA”). Those standards require us to material misstatements or and of the group’s profit for the comply with the Auditing Practices inconsistencies we consider the period then ended; Board’s Ethical Standards for Auditors. implications for our report. • have been properly prepared in This report is made solely to the An Overview of the Scope of accordance with International Company’s members, as a body, in Our Audit Financial Reporting Standards accordance with Chapter 3 of Part 16 The group operates through seven (“IFRS”) as adopted by the European of the Companies Act 2006. Our audit principal subsidiary undertakings. For Union; and work has been undertaken so that we the purposes of our work, only one of • have been prepared in accordance might state to the Company’s these, Laura Ashley Limited, was with the requirements of the members those matters we are considered to be a significant Companies Act 2006 and, as regards required to state to them in an component of the group. The financial the group financial statements, auditor’s report and for no other statements consolidate these entities Article 4 of the IAS Regulation. purpose. To the fullest extent together with a number of dormant permitted by law, we do not accept or What we have Audited subsidiary undertakings as set out in assume responsibility to anyone other Note 30. In establishing our overall We have audited the financial than the Company and the Company’s approach to the group audit we statements for the period ended 30 members as a body, for our audit work, determined the type of work that June 2016 which comprise: for this report, or for the opinions we needed to be performed in respect of have formed. • the consolidated Statement of each subsidiary. This consisted of Comprehensive Income; Scope of the Audit of the auditing the financial information of Financial Statements the significant component of the • the consolidated and company group, which was subject to a full An audit involves obtaining evidence Balance Sheets; scope audit. about the amounts and disclosures in • the consolidated and company the financial statements sufficient to We tested and examined information Statements of Changes in give reasonable assurance that the using controls testing and substantive Shareholders’ Equity; financial statements are free from techniques to the extent considered • the consolidated and company material misstatement, whether caused necessary to provide us with a Statements of Cash Flows; and by fraud or error. This includes an reasonable basis to draw conclusions. assessment of: These procedures gave us the • the related notes. evidence that we need for our opinion • whether the accounting policies are The financial reporting framework that on the financial statements as a whole appropriate to the group’s and has been applied in their preparation and, in particular, helped mitigate the parent company’s circumstances and is applicable law and IFRS as adopted risks of material misstatements have been consistently applied and by the European Union and, as regards mentioned below. adequately disclosed; the parent company financial Our Assessment of Risks of • the reasonableness of significant statements, as applied in accordance Material Misstatement with the provisions of the Companies accounting estimates made by the Act 2006. directors; and We considered the following three areas to be those that required Respective Responsibilities • the overall presentation of the particular focus in the current year, as of Directors and Auditors financial statements. all are the principal areas that influence As explained more fully in the In addition, we read all the financial the reported results and the Statement of Directors’ Responsibilities and non-financial information in the achievement of management targets. set out on pages 23 and 24, the Annual Report to identify material This is not a complete list of all areas
36 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC of risk identified in our audit but assessments and determining relevant that we communicated to the Audit summarises the key areas which were audit procedures. Committee which we consider should highlighted with the Audit Committee have been disclosed. We agreed with the Audit Committee in our planning discussions: that we would report misstatements Under the Companies Act 2006 we are • Revenue recognition – as set out in identified during our audit above required to report to you if, in our note 1, revenue is recognised when £175,000. opinion: the customer takes delivery of the Opinion on Other Matters • adequate accounting records have goods purchased or when the Prescribed by the Companies not been kept by the parent royalty income is due so we Act 2006 company, or returns adequate for performed substantive testing to our audit have not been received ensure this was correctly applied. We In our opinion: from branches not visited by us; or also carried out tests on year end • the part of the Directors’ cut-off and the issue of goods Remuneration Report to be audited • the parent company financial returned notes to ensure these were has been properly prepared in statements and the part of the recognised in the correct accounting accordance with the Companies Act Directors’ Remuneration Report to period; 2006; and be audited are not in agreement with the accounting records and • Inventory provisioning - we • the information given in the returns; or considered the appropriateness of Strategic Report and Directors’ provisions made, challenged Report for the financial year for • certain disclosures of Directors’ management regarding the basis of which the financial statements are remuneration specified by law are their estimation and reviewed the prepared is consistent with the not made; or outcome of prior year provisions; financial statements. • we have not received all the • Pension liability – we reviewed the Matters on Which we are information and explanations we assumptions made and agreed that Required to Report by require for our audit. they were reasonable to the Exception Under the Listing Rules we are circumstances of the group. We also We have nothing to report in respect required to review: ensured that these have been fairly of the following: disclosed within the financial • the Directors’ statement in relation statements; Under the ISAs (UK and Ireland), we to going concern; are required to report to you if, in our • the part of the Corporate Our Application of opinion, information in the Annual Governance Statement relating to Materiality Report is: the Company’s compliance with the We set certain thresholds for • materially inconsistent with the provisions of the UK Corporate materiality. These helped us to information in the audited financial Governance Code specified for our establish transactions and statements; or review. misstatements that are significant to the financial statements as a whole, to • apparently materially incorrect based determine the nature, timing and on, or materially inconsistent with, Stephen Corrall extent of our audit procedures and to our knowledge of the group (Senior Statutory Auditor) evaluate the effect of misstatements, acquired in the course of performing for and on behalf of both individually and on the financial our audit; or Moore Stephens LLP statements as a whole. • otherwise misleading. Chartered Accountants and We determined materiality for the Statutory Auditor In particular, we are required to financial statements to be £3.5m, London consider whether we have identified based on a percentage of revenue. any inconsistencies between our 9 September 2016 Furthermore, we calculated a knowledge acquired during the audit component materiality for each entity and the Directors’ statement that they we audited at an appropriate consider the annual report is fair, percentage of the overall materiality balanced and understandable and and applied this in our risk whether the Annual Report appropriately discloses those matters
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 37 Group Statement of Comprehensive Income For the Financial Period ended 30 June 2016
74 weeks to 53 weeks to 30 June 31 January 2016 2015 Notes £m £m Revenue 1 400.9 303.6 Cost of sales (228.9) (174.5) Gross profit 172.0 129.1 Operating expenses 2 (143.0) (105.3)
Profit from operations 3 29.0 23.8 Share of operating (loss) of associate 14 (1.9) (0.5) Finance costs 6 (1.3) (0.4) Profit before taxation and exceptional items 25.8 22.9 Exceptional items 33 (1.9) 0.6 Profit before taxation 23.9 23.5 Taxation 10 (6.9) (5.2) Profit for the financial period* 17.0 18.3
Other comprehensive income: Actuarial gain/(loss) on defined benefit pension schemes 1.1 (9.4) Deferred tax effect (0.2) 2.0 Total that will not be subsequently reclassified to profit and loss 0.9 (7.4)
Exchange differences on translation of investments (2.2) 2.3 Other foreign exchange differences 1.8 (3.4) Total that may be subsequently reclassified to profit and loss (0.4) (1.1) Other comprehensive income /(expense) for the period net of taxation 0.5 (8.5)
Total comprehensive income for the period 17.5 9.8
*Earnings per share – basic and diluted – calculated based on profit for the financial period 9 2.34p 2.51p Adjusted earnings per share (excluding exceptional items) 9 2.60p 2.43p
The Group’s results shown above are derived entirely from continuing operations. The notes to the financial statements are on pages 47 to 65.
38 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC Balance Sheets As at 30 June 2016
Group Company
2016 2015 2016 2015 Notes £m £m £m £m Non-current assets Intangible assets 11 2.4 2.0 – – Property, plant and equipment 12 52.0 21.2 1.3 1.3 Investment property 13 3.9 – – – Deferred tax assets 22 3.2 3.6 – – Investment in associate 14 2.6 3.7 0.8 0.8 Investment in subsidiaries 15 – – 99.7 99.2 64.1 30.5 101.8 101.3 Current assets Inventories 16 51.9 51.0 – – Trade and other receivables 17 17.2 22.1 23.0 38.2 Cash and cash equivalents 25 19.8 27.8 7.5 7.6 88.9 100.9 30.5 45.8 Total assets 153.0 131.4 132.3 147.1
Current liabilities Current tax liabilities 3.0 2.1 – – Trade and other payables 18 48.3 66.7 2.4 2.3 Short–term borrowings 19 16.1 – – – 67.4 68.8 2.4 2.3 Non-current liabilities Retirement benefit liabilities 28 16.2 17.8 – – Deferred tax liabilities 22 0.2 0.2 0.2 0.2 Long–term borrowings 34 21.7 – – – Provisions and other liabilities 21 0.6 0.7 – – 38.7 18.7 0.2 0.2 Total liabilities 106.1 87.5 2.6 2.5 Net assets 46.9 43.9 129.7 144.6
Equity Share capital 23 37.3 37.3 37.3 37.3 Share premium 86.4 86.4 86.4 86.4 Own shares (0.8) (0.8) (0.8) (0.8) Retained earnings (76.0) (79.0) 6.8 21.7 Total equity 46.9 43.9 129.7 144.6
The notes to the financial statements are on pages 47 to 65. The financial statements on pages 38 to 65 were approved and authorised for issue by the Board on 16 August 2016 and signed on its behalf by: David Walton Masters Deputy Chairman Seán Anglim Chief Financial Officer
Registered Number 1012631 LAURA ASHLEY HOLDINGS PLC Annual Report 2016 39 Statements of Changes in Shareholders’ Equity For the Financial Period ended 30 June 2016
Group
Share Share Own Retained Total Capital Premium Shares Earnings Equity £m £m £m £m £m Balance as at 25 January 2014 37.3 86.4 (0.8) (74.3) 48.6
Profit for the financial period – – – 18.3 18.3 Dividends paid – – – (14.5) (14.5) Other comprehensive expense – – – (8.5) (8.5) Balance as at 31 January 2015 37.3 86.4 (0.8) (79.0) 43.9
Profit for the financial period – – – 17.0 17.0 Dividends paid – – – (14.5) (14.5) Other comprehensive income – – – 0.5 0.5 Balance as at 30 June 2016 37.3 86.4 (0.8) (76.0) 46.9
Company
Share Share Own Retained Total Capital Premium Shares Earnings Equity £m £m £m £m £m Balance as at 25 January 2014 37.3 86.4 (0.8) 20.4 143.3
Profit for the financial period – – – 15.8 15.8 Dividends paid – – – (14.5) (14.5) Balance as at 31 January 2015 37.3 86.4 (0.8) 21.7 144.6
Loss for the financial period – – – (0.4) (0.4) Dividends paid – – – (14.5) (14.5) Balance as at 30 June 2016 37.3 86.4 (0.8) 6.8 129.7
The notes to the financial statements are on pages 47 to 65.
40 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC Statements of Cash Flows For the Financial Period ended 30 June 2016
Group Company
74 weeks 53 weeks 74 weeks 53 weeks ended ended 31 ended ended 31 30 June January 30 June January 2016 2015 2016 2015 Note £m £m £m £m Operating activities Net cash inflow/ (outflow) generated from operations 24 16.3 23.8 (0.1) (4.2) Corporation tax paid (5.8) (5.2) – – Dividends paid (14.5) (21.8) (14.5) (21.8) Dividends received – 0.1 14.5 17.4 Finance income – – – 0.1 Finance costs – (0.4) – –
(4.0) (3.5) (0.1) (8.5) Investing activities Purchase of property, plant and equipment (39.5) (1.8) – – Purchase of intangible assets (1.7) (0.2) – – Sale of investment in shares – 8.0 – – Sale of property, plant and equipment – 1.2 – 1.2
(41.2) 7.2 – 1.2 Financing activities Bank loan received 24.1 – – – Repayment of bank loan (1.1) – – – Interest expense (0.6) – – –
22.4 – – –
Net (decrease)/increase in cash and cash equivalents (22.8) 3.7 (0.1) (7.3)
Reconciliation of Net Cash Flow to Movement in Net Funds For the Financial Period ended 30 June 2016 Group Company
2016 2015 2016 2015 Note £m £m £m £m Net (decrease)/increase in cash and cash equivalents (22.8) 3.7 (0.1) (7.3) Net funds at the beginning of the financial period 27.8 24.1 7.6 14.9
Net funds at the end of the financial period 25 5.0 27.8 7.5 7.6
The Balance Sheet shows cash balance of £19.8 million of which £14.8 million is restricted cash (overdraft). Therefore, the above reconciles movement in the period of pure net funds.
The notes to the financial statements are on pages 47 to 65.
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 41 ACCOUNTING POLICIES
Accounting Policies
Basis of Accounting and Consolidation The financial statements of the Group for the seventy-four weeks ended 30 June 2016 and the comparative information for fifty-three weeks ended 31 January 2015 have been prepared under International Financial Reporting Standards (IFRS) as adopted for use in the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS and Article 4 of the International Accounting Standards (IAS) Regulation.
The financial statements of the Group include the results of Laura Ashley Holdings plc and its subsidiaries and associated company. The results of any subsidiary companies acquired or disposed of during the reporting period are included in the Group Statement of Comprehensive Income from the effective date of acquisition to the date of disposal. All inter-company transactions and balances between Group enterprises are eliminated on consolidation.
The acquisition of subsidiary companies is accounted for using the purchase method. The cost of acquisition is measured at the aggregate of the fair values, at the acquisition date, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group, plus any costs directly attributable to the acquisition. The acquirer’s identifiable assets, liabilities and contingent liabilities are recognised at their fair value at the acquisition date, except for non- current assets that are held for resale, which are recognised and measured at fair value less costs to sell. Implementation of New Accounting Standards There have been no new International Financial Reporting Standards (IFRS), International Accounting Standards (IAS) or amendments to existing standards requiring implementation by the Group in the period ended 30 June 2016. Impact of standards issued but not yet applied Standard Effective Date IFRS 9 – Financial Instruments 1 January 2018 IFRS 15 – Revenue from Contracts with Customers 1 January 2017 IFRS 16 – Leases 1 January 2019
The Directors have yet to assess the full impact of the above standards, however, initial indications are that, apart from IFRS 16, they should not materially affect the Group. Revenue Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods, services, royalties and other similar income provided in the normal course of business, net of expected returns, staff discounts and the cost of loyalty scheme points, and is stated net of value added tax and other sales related taxes.
Sales of goods are recognised when goods are despatched and title has passed. The Group sells its products to customers with a right of return. Past experiences are used to estimate and provide for such returns at the time of sale.
Royalty income is recognised in line with sales reported by the Group’s Franchise partners and Licensees. It is accounted for on an accruals basis to the extent that the expectation of such income can be reasonably quantified.
Hotel revenue represents amounts receivable for completed night stays as well as other goods and services provided in the normal course of hotel business, net of discounts, value added tax and other sales-related taxes.
Interest income is accrued on a time basis, by reference to the principal outstanding and at the interest rate applicable. Dividend Distribution A final dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s and Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders and recognised in the statement of changes in shareholders’ equity. Interim dividends are recognised when paid.
42 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC Exceptional Items Exceptional items are events or transactions, which arise from normal trading but, by virtue of their size or nature, have been disclosed in order to improve the reader’s understanding of the financial statements. Financial Instruments Financial assets and financial liabilities are recognised in the Group’s balance sheet when the Group becomes a party to the contractual provisions of the instrument. a) Financial assets Financial assets are classified into the following specified categories:
‘Available for sale’ (AFS) financial assets and ‘loans and receivables’. They are initially measured at cost, including transaction costs. For AFS investments, gains or losses arising from changes in fair value are recognised in the Other Comprehensive Income.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are carried at amortised cost. b) Investments Investments in subsidiary companies are stated at cost less provision for any impairment value in the accounts of the parent company.
Investments in associated companies are stated at the Group’s share of net assets less provisions. Since the accounting policies of the associated company do not necessarily conform in all respects to those of the Group, adjustments are made on consolidation where the amounts involved are material to the Group. c) Trade receivables Trade receivables are stated at amortised cost less provisions for impairment. A provision for impairment of trade receivables is established when there is evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The movement in the provision is recognised in the profit or loss. d) Cash and cash equivalents Cash and cash equivalents comprise cash at bank, cash in hand, bank deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. The bank deposits have an original maturity rate of 3 months or less. e) Financial liabilities and equity instruments Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The Company’s holding in its own equity instruments, including ordinary shares, is classified as treasury shares and is shown as deductions from shareholders’ equity at cost.
Finance charges are calculated using the effective interest rate method. f) Trade payables Trade payables, defined as financial liabilities in accordance with IAS 39, are recognised initially at fair value. All trade payables are non-interest bearing. g) Derivative financial instruments The Group enters into foreign exchange forward contracts to manage its exposure to exchange rate risk. Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each balance sheet date. The resulting gain or loss is recognised in the Other Comprehensive Income.
A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 43 ACCOUNTING POLICIES CONTINUED
Accounting Policies continued
Capital Risk Management The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns. The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in Statement of Changes in Shareholders’ Equity, notes 23 and 25. Currency Translation The statements of comprehensive income of subsidiary companies operating outside the United Kingdom are translated into Sterling using average rates of exchange for the period, unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transaction. The net assets of such companies are translated into Sterling at the rates of exchange prevailing at the balance sheet date.
Exchange differences that relate to the translation of net assets of overseas companies and to foreign currency borrowings to the extent that these provide a balance sheet hedge, together with any tax thereon, are taken directly to other comprehensive income and accumulated in equity.
Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange prevailing at the balance sheet date. Transactions denominated in foreign currencies are translated into the respective functional currency at average monthly rates.
All transactional exchange differences are taken to Other Comprehensive Income. Leased Assets Rentals payable under operating leases are charged to the profit or loss, on a straight-line basis over the lease term. Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that a transfer of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation. Unless these conditions are met, no provision is recognised. Intangible Assets Intangible assets are held at cost less accumulated amortisation and any provision for impairment.
Where computer software is not an integral part of a related item of computer hardware, the software is treated as an intangible asset.
Internally generated software costs, where it is clear that the software developed is technically feasible and will be completed and will generate economic benefit, are capitalised as an intangible asset. Capitalised software costs include external direct costs of goods, services and related costs for employees who are directly associated with the project.
Capitalised software and software development costs are amortised on a straight-line basis over their expected economic lives, normally five years. Computer software under development is held at cost less any recognised impairment loss.
44 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC Property, Plant and Equipment Property, plant and equipment is initially recorded at cost. Depreciation is calculated at rates estimated to write off the cost of the relevant assets, less any estimated residual value, on a straight-line basis over their expected useful lives.
The principal lives used are: Freehold buildings and long leasehold property 50 years Short leasehold property Period of lease Leasehold improvements Period of lease Plant and machinery 10 years Vehicles 5 years Fixtures, fittings and equipment: Computer systems 5 years Shop fixtures and fittings 5 years Other equipment, fixtures and fittings 3 to 10 years
Investment Property Investment property is calculated on the cost method. Depreciation for the building is calculated on a straight-line basis over 50 years. Payments on Account and Assets Under Construction In the course of capital projects where costs are incurred for payments on account and assets under construction or installation of equipment, they are not subject to depreciation until they are reclassified after their completion. Reverse Premiums Reverse premiums received on the inception of lease agreements are released to the profit or loss over the period of the lease. Impairment Testing Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised as the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped by store, cost centre or premises, which is the lowest level for which there are separately identifiable cash flows or cash generating units. Non-financial assets, other than goodwill, that have been impaired are reviewed at each reporting date for possible reversal of the impairment. Inventories Inventories are valued at the lower of cost and net realisable value using the average cost method.
The cost of Group manufactured products includes attributable overheads based on normal levels of activity. Net realisable value is the price at which stocks can be sold in the normal course of business after allowing for the costs of realisation and, where appropriate, the cost of conversion from their existing state to a finished state. Taxation The tax charge comprises current period tax payable and deferred tax. The tax charge for the period represents an estimate of the amount payable to tax authorities in respect of the Group’s taxable profits based on interpretation of existing and applicable tax laws.
Deferred tax is provided in full, using the liability method, on material temporary differences arising from differences between the tax base and the accounting base of assets and liabilities. If deferred tax arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for.
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 45 Accounting Policies continued
Taxation continued Deferred tax is determined using tax rates that have been enacted or substantially enacted at the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.
Deferred tax is charged or credited to the profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity via Other Comprehensive Income. Pensions The Group operates various pension schemes for its permanent employees. For the UK defined benefit scheme, an independent actuary completes a valuation every three years and, in accordance with their recommendations, contributions are paid to the trustees of the scheme so as to secure the benefits as set out in the rules. Changes arising from the tri-annual valuation are implemented in the year following the year in which the valuation is undertaken. The operating and financing costs of the scheme are recognised in the Other Comprehensive Income. The shortfall in the fair value of the plan assets as compared to the benefit obligation is recognised in full in the balance sheet in line with the requirements of IAS 19.
Payments to defined contribution retirement benefit schemes are charged as expenses as they fall due. Sources of Estimation and Uncertainty The preparation of the financial statements requires the Group to make estimates, judgements and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. The Directors base their estimates on historical experience and various other assumptions that they believe are reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Significant Judgements The Group believes that the most significant critical judgement areas in the application of its accounting policies are the defined benefit pension scheme assumptions, which are set out in note 28, and the inventory provisioning.
46 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC NOTES TO THE FINANCIAL STATEMENTS
Notes to the Financial Statements
1 Segmental Analysis |------Retail ------| e-Commerce & Total Total 74 weeks ended Stores Mail Order Hotel Retail Non-retail Total 30 June 2016 £m £m £m £m £m £m Revenue 291.3 73.5 3.5 368.3 32.6 400.9 Contribution 22.7 17.0 (0.3) 39.4 13.5 52.9 Share of loss of associate – (1.9) (1.9) Indirect overhead costs (23.9) – (23.9) Finance cost (1.3) – (1.3) Exceptional items (1.9) – (1.9) Profit before taxation 12.3 11.6 23.9
|------Retail ------| e-Commerce & Total Total 53 weeks ended Stores Mail Order Hotel Retail Non-retail Total 31 January 2015 £m £m £m £m £m £m Revenue 220.6 48.5 1.9 271.0 32.6 303.6 Contribution 19.6 9.6 (0.4) 28.8 13.4 42.2 Share of profit of associate – (0.5) (0.5) Indirect overhead costs (18.4) – (18.4) Finance cost (0.4) – (0.4) Exceptional items 0.6 – 0.6 Profit before taxation 10.6 12.9 23.5
The reported segments are consistent with the Group’s internal reporting for performance measurement and resources allocation. The Group does not allocate indirect overhead costs between its retail and non-retail segments. As significant elements of the indirect overhead costs, i.e. head office expenditure, arise from the retail segment, it is decided that the entire indirect costs are allocated to this segment.
Retail revenue reflects sales through Laura Ashley’s Managed Stores, Mail Order, e-Commerce and Hotel. Non-retail revenue includes Licensing, Franchising and Manufacturing. Contribution is stated after deducting direct operating expenses, buying, marketing and administrative costs.
Non-current assets Revenue 2016 2015 2016 2015 (74 weeks) (53 weeks) £m £m £m £m
Destination UK, Ireland & France 23.7 26.8 372.3 273.9 Other Continental Europe – – 4.0 3.7 Rest of the World 40.4 3.7 24.6 26.0 64.1 30.5 400.9 303.6
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 47 NOTES TO THE FINANCIAL STATEMENTS CONTINUED
Notes to the Financial Statements continued
2 Operating Expenses 2016 2015 (74 weeks) (53 weeks) £m £m Distribution costs 127.2 92.1 Administrative expenses 15.8 13.2 143.0 105.3
3 Profit from Operations 2016 2015 (74 weeks) (53 weeks) £m £m Stated after charging/ (crediting): Amortisation of intangibles (note 11) 1.2 0.6 Depreciation on property, plant and equipment (note 12) 4.6 2.9 Depreciation on investment property (reclassified) (note 13) 0.1 – Exchange (gains) (2.6) (1.0) Loss/(gain) on disposal of fixed assets 0.1 (0.5) Provision for store impairment 0.4 0.3 Operating lease and hire charges of: Property 32.5 24.9 Others 4.0 2.6 Auditor’s remuneration for audit services 0.2 0.1 Cost of inventories recognised as an expense 192.6 149.4 Including: Provision for inventories obsolescence and stock loss 3.2 1.5
4 Employees 2016 2015 (74 weeks) (53 weeks) Number Number Average monthly number of employees of the Group on a full-time equivalent basis: Manufacturing 176 180 Retail 1,697 1,642 Administrative 386 404 Distribution 256 259 Hotel 44 38 2,559 2,523
2016 2015 (74 weeks) (53 weeks) £m £m Staff costs for the financial period: Wages and salaries 70.2 48.9 Social security costs 4.7 3.4 Other pension costs 0.7 0.4 75.6 52.7
48 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC 4 Employees continued Key Management’s Compensation The Directors have identified 12 (2015: 15) key management personnel whose compensation was as follows: 2016 2015 (74 weeks) (53 weeks) £m £m Salaries and fees 1.4 1.0 Short-term benefits 0.1 0.1 Pension costs 0.1 0.1 1.6 1.2
The key management figures above include the Directors. Directors’ emoluments are disclosed in the Directors’ Remuneration Report on page 29. There were no share-based payments during the financial period ended 30 June 2016 (2015: nil).
5 Directors’ Remuneration 2016 2015 (74 weeks) (53 weeks) £m £m Aggregate emoluments 987 629 Company pension contribution for a private pension 26 19 1,013 648
Details of Directors’ pension benefits are set out in the Directors’ Remuneration Report on page 29.
During the financial period ended 30 June 2016 and year ended 31 January 2015, there were no share options granted to or exercised by the Directors or amounts received under long-term incentive schemes.
The information required by the Companies Act 2006 and the Listing Rules of the Financial Conduct Authority is contained in the Directors’ Remuneration Report on pages 29 to 35.
Directors’ Interests The interests of the Directors in the shares of the Company are disclosed on page 30.
6 Finance Costs 2016 2015 (74 weeks) (53 weeks) £m £m Pension interest 0.7 0.4 Other interest payable 0.6 – 1.3 0.4
7. Laura Ashley Holdings plc - Statement of Comprehensive Income In accordance with Section 408 of the Companies Act 2006, the Company has not presented its own statement of comprehensive income.
The Company’s loss for the seventy-four weeks financial period was £0.4 million (fifty-three weeks ended 31 January 2015: profit of £15.8 million).
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 49 Notes to the Financial Statements continued
8 Principal Exchange Rates 2016 2015 Average Period end Average Period end US Dollar 1.50 1.33 1.64 1.50 Euro 1.35 1.19 1.25 1.33 Japanese Yen 176 136 175 176
9 Earnings per Share Earnings per share is calculated by dividing the profit for the financial period by the weighted average number of ordinary shares during the period (excluding treasury shares of 18,272,500).
2016 2015 (74 weeks) (53 weeks)
Profit for the financial period (£m) 17.0 18.3 Exceptional (loss)/gain (£m) (1.9) 0.6 Weighted average number of ordinary shares (‘000) - basic and diluted 727,763 727,763 Earnings per share 2.34p 2.51p Adjusted earnings per share (excluding exceptional items) 2.60p 2.43p
10 Taxation 2016 2015 (74 weeks) (53 weeks) £m £m UK corporation tax Current period corporation tax 6.9 5.1 Prior period corporation tax (0.2) (0.1) 6.7 5.0 Deferred tax movement relating to pension 0.1 0.3 Other deferred tax 0.1 (0.1) Taxation on profit on ordinary activities 6.9 5.2
2016 2015 (74 weeks) (53 weeks) Tax reconciliation: £m £m Profit before taxation 23.9 23.5 Tax at 20.12% (2015: 21.34%) 4.8 5.0 Expenses not deductible for tax purposes 1.0 0.2 Movement in deferred tax not recognised 1.2 – Difference in overseas tax rates 0.1 0.1 Prior period corporation tax (0.2) (0.1) Current tax charge for the period 6.9 5.2
50 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC 11 Intangible assets Total Group 2016 £m Cost At 31 January 2015 14.6 Additions 1.7 Disposals (0.8) At 30 June 2016 15.5 Amortisation At 31 January 2015 12.6 Charge for the period 1.2 Disposals (0.7) At 30 June 2016 13.1 Net Book Value At 30 June 2016 2.4
Cost At 26 January 2014 14.7 Additions 0.2 Disposals (0.3) At 31 January 2015 14.6 Amortisation At 26 January 2014 12.3 Charge for the period 0.6 Disposals (0.3) At 31 January 2015 12.6 Net Book Value At 31 January 2015 2.0
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 51 Notes to the Financial Statements continued
12 Property, Plant and Equipment Land and buildings
Plant, Fixtures, machinery fittings and Freehold Short leases and vehicles equipment Total Group 2016 £m £m £m £m £m Cost At 31 January 2015 (restated) 19.4 30.0 3.7 35.1 88.2 Additions 38.4 0.2 0.1 0.8 39.5 Reclassification (note 13) (4.0) – – – (4.0) Disposals – (2.6) – (3.0) (5.6) Exchange differences – 0.2 0.1 0.1 0.4 At 30 June 2016 53.8 27.8 3.9 33.0 118.5 Depreciation At 31 January 2015 (restated) 9.8 22.0 3.6 31.6 67.0 Charge for the period 1.0 2.1 0.1 1.4 4.6 Reclassification (note 13) (0.1) – – – (0.1) Disposals – (2.5) – (3.0) (5.5) Exchange differences 0.1 0.2 0.1 0.1 0.5 At 30 June 2016 10.8 21.8 3.8 30.1 66.5 Net Book Value At 30 June 2016 43.0 6.0 0.1 2.9 52.0 Cost At 26 January 2014 20.5 25.5 3.8 36.8 86.6 Restatement – 6.0 – – 6.0 Reclassification – (0.1) 0.1 – – Additions – 0.2 0.1 1.5 1.8 Disposals (restated) (1.1) (1.3) (0.3) (3.1) (5.8) Exchange differences – (0.3) – (0.1) (0.4) At 31 January 2015 (restated) 19.4 30.0 3.7 35.1 88.2 Depreciation At 26 January 2014 9.9 15.8 3.8 33.8 63.3 Restatement – 6.0 – – 6.0 Charge for the period 0.3 1.6 0.1 0.9 2.9 Disposals (restated) (0.4) (1.2) (0.3) (3.0) (4.9) Exchange differences – (0.2) – (0.1) (0.3) At 31 January 2015 (restated) 9.8 22.0 3.6 31.6 67.0 Net Book Value At 31 January 2015 9.6 8.0 0.1 3.5 21.2
The Group has restated previous periods cost, deprecation and disposal value for short lease assets in order to remove all reverse premium items which were initially posted into fixed assets. This restatement resulted in moving the remaining net book value of £24k into landlord’s contribution accruals.
52 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC 12 Property, Plant and Equipment continued Land and buildings freehold Company 2016 £m Cost At 31 January 2015 1.8 Disposals – At 30 June 2016 1.8 Depreciation At 31 January 2015 0.5 Disposals – At 30 June 2016 0.5 Net Book Value As at 30 June 2016 1.3
Land and buildings freehold Company 2015 £m Cost At 26 January 2014 2.7 Disposals (0.9) At 31 January 2015 1.8 Depreciation At 26 January 2014 0.6 Disposals (0.1) At 31 January 2015 0.5 Net Book Value As at 31 January 2015 1.3
13 Investment property Total Group 2016 £m Cost Reclassified 4.0 At 30 June 2016 4.0 Net Book Value Depreciation Reclassified 0.1 At 30 June 2016 3.9 Net Book Value At 30 June 2016 3.9
The proposal for the commercial building in Singapore is to rent out the floors that are not currently utilised by the owner ‘Laura Ashley (Asia) Pte Ltd’. The possible rental portion as per the estimate below has therefore been reclassified as an investment property with cost and depreciation allocated accordingly.
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 53 Notes to the Financial Statements continued
13 Investment property continued Sq Ft Total floor space : 98,254 Rentable area calculated on the following assumptions: 1st floor + terraces 12,034 4th floor (Unit 06, 07, 08 & 09) 6,964 5th floor 15,199 6th floor 15,199 Total investment area 49,396
The land and buildings have been valued on an open market basis as at 30 June 2016 by Knight Frank who have determined a total value of SGD 64 million (£35.9 million), the value attributable to the building amounts to SGD 13.4 million ( £7.5 million), of this, the investment property portion based on the above area amounts to SGD 6.8 million (£3.8 million).
14 Investment in Associate 2016 2015 (74 weeks) (53 weeks) £m £m Japan – Laura Ashley Japan Co., Limited Revenue 97.0 74.8 Loss before taxation (7.1) (1.9) Share of (loss) before taxation (1.9) (0.5)
Investment in associate: Opening balance 3.7 4.4 Exchange movements 0.8 (0.1) Dividend received – (0.1) Share of (loss) after taxation (1.9) (0.5) Closing balance 2.6 3.7
Aggregate amounts relating to associate Total assets 11.3 9.8 Total liabilities (8.7) (6.1)
The Company’s investment in Laura Ashley Japan Co., Limited is valued at the cost of acquisition of £0.8 million (2015: £0.8 million).
The associate has a reporting period end of 30 June 2016. See note 30 for details of associate.
15 Investment in Subsidiaries Cost Provision Investment Company £m £m £m At 31 January 2015 147.3 (48.1) 99.2 Additions 0.5 – 0.5 At 30 June 2016 147.8 (48.1) 99.7
Cost Provision Investment Company £m £m £m At 31 January 2015 147.3 (48.1) 99.2
See note 30 for details of subsidiaries.
54 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC 16 Inventories Group
2016 2015 £m £m Raw materials and consumables 1.5 1.5 Work in progress 0.4 0.3 Finished goods and goods for resale 50.0 49.2 51.9 51.0
The Company holds no inventories or work in progress (2015: nil).
17 Trade and Other Receivables Group Company
2016 2015 2016 2015 £m £m £m £m Amounts falling due within one year: Trade receivables 7.6 9.9 – – Amounts owed by subsidiaries – – 23.0 38.2 Amounts owed by associate (note 29) 1.7 2.5 – – Other debtors – 2.6 – – Prepayments and accrued income 7.9 7.1 – – 17.2 22.1 23.0 38.2
The Directors consider that the carrying amount of these assets approximate their fair value.
Intercompany loans are charged interest at the 3 month Sterling LIBOR rate and have no fixed repayment date.
18 Trade and Other Payables Group Company
2016 2015 2016 2015 £m £m £m £m Amounts falling due within one year: Trade payables 21.1 23.7 – – Amounts owed to subsidiaries – – 2.4 2.2 Social security and other taxes 2.6 7.2 – – Other payables 9.6 16.8 – – Accruals and deferred income 15.0 19.0 – 0.1 48.3 66.7 2.4 2.3
The Directors consider that the carrying amount of these liabilities approximate their fair value.
19 Short Term Borrowings Group Company
2016 2015 2016 2015 £m £m £m £m Amounts falling due within one year: Bank Overdraft (note 35) 14.8 – – – DBS loan payable within one year (note 34) 1.3 – – – 16.1 – – –
The Directors consider that the carrying amount of these liabilities approximate their fair value.
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 55 Notes to the Financial Statements continued
20 Financial Instruments The Group’s policies as regards to financial instruments are set out in the accounting policies on page 42-46.
Financial Risk Management Financial risk management is an integral part of the way the Group is managed. In the course of its business, the Group is exposed primarily to credit risk, interest rate risk, foreign currency risk and liquidity risk. The overall aim of the Group’s financial risk management policies is to minimise potential adverse effects on financial performance and net assets.
The Group’s Treasury department manages the principal financial risks within policies and operating parameters approved by the Board. Treasury is not a profit centre and does not enter into speculative transactions.
Capital Risk Management The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders comprising issued capital and retained earnings as disclosed in the Statement of Changes in Shareholders’ Equity and note 23.
Credit Risk Credit risk arises on financial instruments such as trade receivables and short-term bank deposits.
Policies and procedures exist to ensure that customers, suppliers and partners have an appropriate credit history. Short-term bank deposits are executed only with high credit-rated authorised counterparties based on ratings issued by the major rating agencies. At the balance sheet date, there were no significant concentrations of credit risk.
Trade and other receivables included in the balance sheet are stated net of bad debt provision, which has been estimated by management following a review of individual receivable accounts. There is no Group-wide rate of provision, and provision made for debts that are overdue is based on prior default experience and known factors at the balance sheet date. Receivables are written-off against the bad debt provision when management considers that the debt is no longer recoverable.
An analysis of the provision held against trade receivables is set out below:
2016 2015 £m £m Provision as at beginning of the financial period 0.2 – Increase in provision 0.1 0.2 Provision as at end of the financial period 0.3 0.2
There were £1.6 million trade receivables overdue at the balance sheet date and not provided for, of which £1.4 million of these trade receivables are more than 60 days overdue. There were no indications, as at 30 June 2016, that the debtors would not meet their payment obligations in respect of the amount of trade receivables recognised in the balance sheet that were overdue and not provided. The proportion of trade receivables at 30 June 2016 that were overdue for payment was 19.4% (2015: 20.8%).
Overall, the Group considers that it is not exposed to a significant amount of credit risk.
Interest Rate Risk The Group holds no fixed rate financial assets (2015: nil).
The Group holds £1.0 million (2015: £23.4 million) Sterling cash balances on short-term deposit as at the balance sheet date.
Foreign Currency Risk The main functional currency of the Group is Sterling. The following analysis of net monetary assets and liabilities shows the Group’s currency exposures.
The amounts shown below represent the transactional exposure that gave rise to net currency gains and losses recognised in the statement of comprehensive income (see note 3). Such exposure comprises the monetary assets and liabilities of the Group that are not denominated in the functional currency of the operating unit involved.
56 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC 20 Financial Instruments continued Net Foreign Currency Net Foreign Currency Monetary Assets Monetary Assets
2016 2016 2016 2016 2016 2015 2015 2015 2015 2015 £m £m £m £m £m £m £m £m £m £m
US$ Euro JPY HK$ HK$ US$ Euro JPY HK$ HK$ Functional currency of Company operations – Sterling 3.5 1.9 1.2 0.1 2.9 1.0 1.5 1.1 0.0 0.1
Net Foreign Currency Net Foreign Currency Monetary Liabilities Monetary Liabilities
2016 2016 2015 2015 £m £m £m £m
US$ Euro US$ Euro Functional currency of Company operations – Sterling (1.6) (1.1) (3.2) (0.6)
As at the balance sheet date, the Group did not have any forward purchase contracts in place (2015: US$ 25 million) however the Group had two selling forward contracts for a total value of JPY 190 million (2015: nil) in order to minimise the impact of currency fluctuations of the Group. The loss recognised in relation to the forward contracts in the consolidated statement of comprehensive income, between the fair value at contract date and the fair value at the period end forward rate, was £0.2 million (2015: gain £1.2 million).
Liquidity Risk The Group’s policy on liquidity risk is to ensure that it has sufficient cash flow to fund ongoing operations without the need to carry significant net debt over the medium-term.
The table below shows the maturity analysis of the undiscounted remaining contractual cash flows of the Group’s financial liabilities, including cash flows in respect of derivatives: Less than 1 year 1 to 2 years 2 to 5 years Over 5 years Total 2016 £m £m £m £m £m Bank loans and overdrafts 16.1 1.3 2.6 17.8 37.8 Trade and other payables 48.3 – – – 48.3 64.4 1.3 2.6 17.8 86.1
Cash inflows (1.4) – – – (1.4) Cash outflows 1.2 – – – 1.2 Total cash flows 64.2 1.3 2.6 17.8 85.9
Fair Values of Financial Instruments There is no material difference between the book value and the fair value of the Group’s financial instruments.
21 Provisions and Other Liabilities £m As at 25 January 2014 0.9 Utilised (0.5) Charged to statement of comprehensive income 1 0.3 As at 31 January 2015 0.7 Utilised (0.5) Charged to statement of comprehensive income 1 0.4 As at 30 June 2016 0.6
1 Provision for store closure costs within the period
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 57 Notes to the Financial Statements continued
22 Deferred Tax The deferred tax liability in the Company is £0.2 million (2015: £0.2 million) which represents a provision for capital allowances in excess of depreciation.
The deferred tax asset and liabilities, which are recognised and not recognised in the financial statements are as follows:
Group Company
2016 2015 2016 2015 £m £m £m £m Amount recognised: Deferred tax asset – retirement benefit liabilities 3.2 3.6 – – Deferred tax liabilities – excess of tax allowances over depreciation (0.2) (0.2) (0.2) (0.2)
Amount not recognised: Deferred tax asset losses not recognised 1.3 0.4 – –
The tax rate used in the deferred tax calculations is 19.75% being the average rate for the period ending 30 June 2017.
23 Share Capital 2016 2015 Ordinary shares of 5p each £m £m Allotted, issued and fully paid 746,035,368 (2015: 746,035,368) 37.3 37.3
Treasury shares held amount to 18,272,500 (2015:18,272,500).
24 Reconciliation of Profit/(Loss) from Operations to Net Cash Inflow/(Outflow) from Operations Group Company
2016 2015 2016 2015 (74 weeks) (53 weeks) (74 weeks) (53 weeks) £m £m £m £m Profit/ (loss) from operations 29.0 23.8 (14.9) (2.3) Exceptional (loss)/gain (1.9) 0.6 – 0.5 Amortisation charge 1.2 0.6 – – Depreciation charge 4.6 2.9 – – Loss/(profit) on disposal of property, plant and equipment 0.2 (0.5) – (0.5) Exchange movement on property, plant and equipment 0.1 0.1 – – (Increase)/decrease in inventories (0.9) 1.3 – – Decrease/(increase) in receivables 4.9 2.1 15.2 (1.8) (Decrease)/ increase in payables (17.8) (5.9) 0.1 (0.1) Gain on investment – – (0.5) – Movement in provisions (3.1) (1.2) – – Net cash inflow/ (outflow) from operations 16.3 23.8 (0.1) (4.2)
25 Cash and Cash Equivalents Group Company
2016 2015 2016 2015 £m £m £m £m Cash at bank and in hand 18.8 4.4 7.5 0.1 Bank deposits 1.0 23.4 – 7.5 Cash and cash equivalents 19.8 27.8 7.5 7.6
58 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC 26 Future Commitments The Group currently has an ongoing project to upgrade the wallpaper printer for Texplan Limited. As at 30 June 2016, the remaining commitment amounted to £70k (2015: nil).
27 Leases At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2016 2015
Land and Land and buildings Other buildings Other £m £m £m £m Within one year 21.4 2.6 22.1 2.2 Two to five years 54.5 1.9 61.8 3.2 After five years 19.8 – 29.9 – 95.7 4.5 113.8 5.4
Certain shop premises acquired under operating leases are subject to rental charges based on a combination of flat rental charge plus a percentage of turnover achieved by the store. The above figures are based on the flat rental charge only.
28 Group Pension Arrangements The Group operates a funded pension scheme in the UK, which offers both pensions in retirement and death benefits to members. The scheme has both defined benefit and defined contribution sections, although the defined contribution section is relatively small.
The scheme is closed to new members. With effect from 1 September 2005, the defined contribution section was established and in-service members ceased to accrue benefits within the defined benefit section, although such members’ pension benefits remain linked to their final salary at retirement and their length of service before 1 September 2005.
Except where stated otherwise, this note refers only to the defined benefit section of the scheme.
In addition to the Group’s contributions on behalf of members of the scheme, the Group’s deficit contributions to the defined benefit section of the scheme for the period beginning 1 July 2016 will be £900,000. In addition, the Group will pay the cost of insurance premiums and the expenses associated with running the scheme (including regulatory levies).
A full actuarial valuation of the scheme was undertaken on 1 September 2014 by a qualified independent actuary and these accounting results have been updated to 30 June 2016 to take account of benefit accrual and outflow during the period. The major assumptions used by the actuary are (in nominal terms) as follows: As at As at As at As at As at 30 June 2016 31 Jan 2015 25 Jan 2014 26 Jan 2013 28 Jan 2012 Discount rate 3.05% 3.00% 4.50% 4.60% 4.70% Rate of salary increase 2.90% 2.80% 3.30% 3.40% 2.90% Rate of increase to inflation –linked pensions in payment 2.00% 2.00% 2.40% 2.60% 2.20% Rate of increase in revaluation in deferment 1.90% 2.00% 2.50% 2.70% 2.20% Rate of inflation 2.90% 2.80% 3.30% 3.40% 2.90%
As at As at As at As at As at 30 June 2016 31 Jan 2015 25 Jan 2014 26 Jan 2013 28 Jan 2012 Life expectancy at age 65: Years Years Years Years Years Male currently 65 20.9 20.6 20.5 20.4 21.2 Male currently 45 22.7 22.4 22.3 22.2 23.1 Female currently 65 23.3 23.1 23.0 22.9 23.7 Female currently 45 25.1 24.9 24.8 24.7 25.6
The assumptions used in determining the overall expected return of the scheme have been set with reference to yields available on government bonds and the appropriate risk margins.
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 59 Notes to the Financial Statements continued
28 Group Pension Arrangements continued The Assets in the Scheme are as follows:
Percentage Value at Percentage Value at of scheme 30 June 2016 of scheme 31 Jan 2015 assets £000 assets £000 Equities 63.5% 26,145 74.5% 29,511 Bonds 15.3% 6,281 18.9% 7,484 Insured annuities 2.2% 903 2.7% 1,066 Other 19.0% 7,824 3.9% 1,543 100.0% 41,153 100.0% 39,604
The actual return on assets over the period was 2,420 3,649
Value at Value at Reconciliation of opening and closing balances of the present value 30 June 2016 31 Jan 2015 of the defined benefit obligation £000 £000 Benefit obligation at the beginning of the period 57,379 45,052 Interest cost 2,408 2,002 Re-measurements (i) Actuarial (gains)/losses arising from changes in financial assumptions (572) 11,734 (ii) Actuarial losses arising from changes in demographic assumptions 1,036 – (iii) Actuarial (gains) arising from changes in experience (780) (264) Benefits paid (2,146) (1,145) Benefit obligation at the beginning of the period 57,325 57,379
Value at Value at 30 June 2016 31 Jan 2015 Reconciliation of opening and closing balances of the fair value of plan assets £000 £000 Fair value of plan assets at the beginning of period 39,604 36,231 Interest income on plan assets 1,675 1,624 Re-measurement gain on scheme assets 745 2,025 Contributions by employer 1,275 869 Benefits paid (2,146) (1,145) Fair value of plan assets at end of period 41,153 39,604
30 June 2016 31 Jan 2015 Balance sheet reconciliation £000 £000 Balance sheet liability as of start of period 17,775 8,821 Pension expense recognised in P&L in the financial period 733 378 Recognised actuarial (gains)/losses in other comprehensive income (1,061) 9,445 Employer contributions made in the financial period (1,275) (869) 16,172 17,775
2016 2015 (74 weeks) (53 weeks) The amounts recognised in the Group Statement of Comprehensive Income are: £000 £000 Net interest expense (note 6) 733 378
60 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC 28 Group Pension Arrangements continued History of scheme assets, obligations and experience adjustments
As at As at As at As at As at 30 Jun 2016 31 Jan 2015 25 Jan 2014 26 Jan 2013 28 Jan 2012 £000 £000 £000 £000 £000 Present value of defined benefit obligation 57,325 57,379 45,052 44,340 43,364 Fair value of scheme assets 41,153 39,604 36,231 33,252 30,585 Deficit in the scheme (16,172) (17,775) (8,821) (11,088) (12,779) Experience adjustments arising on scheme liabilities 316 (11,470) 248 (48) (2,960) Experience item as a percentage of scheme liabilities 1% (20%) 1% 0% (7%) Experience adjustments arising on scheme assets 745 2,025 1,655 1,466 (2,283) Experience item as a percentage of scheme assets 2% 5% 5% 4% (7%)
Change in Increase in assumption assumption Sensitivity of the defined benefit obligation % £000 Discount rate -0.25 2,500 Rate of price inflation +0.25 975
Increase in Change in assumption assumption £000 Life expectancy 1 year 1,900
The scheme is exposed to a number of risks, the most significant risks are detailed below:
Volatility The defined benefit obligation is measured with reference to corporate bond yields and if scheme assets underperform relative to this yield, this will create a deficit, all other things being equal. The scheme investments are well diversified such that the failure of any single investment would not have a material impact on the overall level of the assets.
Changes in bond yields A decrease in the corporate bond yields will increase the measure of the defined benefit obligation. This will, however, be offset to some extent by the increase in the value of the plan’s asset holdings.
Inflation risk Some of the benefits in deferment and in payment are linked to price inflation and so higher actual inflation and higher assumed inflation will increase the measure of the defined benefit obligation.
Life expectancy The defined benefit obligation is generally made up of benefits payable for life and so increases to member’s life expectancies will increase the measure of the defined benefit obligation, all other things being equal.
Expected future cash flows £000 Expected contributions in period commencing 1 July 2016 900
Years Weighted-average duration of the defined benefit obligation at 30 June 2016 18
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 61 Notes to the Financial Statements continued
29 Related Party Transactions Royalty Amounts Sales to income from owed by related related related parties parties parties £m £m £m Period ended 30 June 2016 Laura Ashley Japan Co., Ltd. 11.2 3.0 1.7 Laura Ashley, Inc 0.1 2.0 0.8 Laura Ashley (SEA) Sdn. Bhd. 0.5 – 0.3 Corus Hotels Limited 0.1 – – Period ended 31 January 2015 Laura Ashley Japan Co., Ltd. 12.4 2.7 2.5 Laura Ashley, Inc – 1.2 – Laura Ashley (SEA) Sdn. Bhd. 0.8 – 0.1 Corus Hotels Limited 0.3 – –
Laura Ashley Japan Co., Limited is an associated undertaking (note 30).
Laura Ashley, Inc. is owned by Laura Ashley (North America) Inc., which is a wholly-owned subsidiary of Regent Corporation Inc. (an associated company of Malayan United Industries Berhad). Mr Ng Kwan Cheong was appointed to the Boards of Laura Ashley Inc., Laura Ashley (North America) Inc. and Regent Corporation Inc. on 1 October 2009. Mr Wong Nyen Faat was appointed to the Boards of Laura Ashley Inc., Laura Ashley (North America) Inc. and Regent Corporation Inc. on 16 June 2011.
During the financial period ended 30 January 2010, Laura Ashley Limited granted Licensing and Franchising rights to Laura Ashley (SEA) Sdn. Bhd. (formerly MJ Accessories Sdn. Bhd.), a subsidiary of Metrojaya Berhad (a subsidiary company of Malayan United Industries Berhad), in relation to the Malaysian and Singaporean territories. Total sales to Laura Ashley (SEA) Sdn. Bhd. during the financial period ended 30 June 2016 were £0.5 million (2015: £0.8 million). The amount owing by Laura Ashley (SEA) Sdn. Bhd. as at the balance sheet date was £0.3 million (2015: £0.1 million).
Malayan United Industries Berhad has the right to appoint up to three Directors to the Board of Laura Ashley Holdings plc.
On 9 November 2011, Laura Ashley Hotel Elstree Limited acquired Edgewarebury Corus Hotel in Elstree from Corus Hotels Limited, a subsidiary of Malayan United Industries Berhad. It continues to operate as a hotel and is managed by Corus Hotels Limited under contract with no fixed length for a fixed annual fee of £96,000 and an incentive fee of 4% on ‘gross operating profit’. The fixed fee and incentive fee combined are subject to a cap of £125,000 in any one year. Tan Sri Dr Khoo Kay Peng was appointed to the Board of Corus Hotels Limited in 1999. Mr Ng Kwan Cheong and Ms Kwa Kim Li were appointed to the Board of Corus Hotels Limited on 28 March 2012.
Company During the period, the Company’s transactions with Group companies were as follows:
74 weeks 53 weeks ended ended 30 June 31 January 2016 2015 £m £m Finance income 0.1 0.1 Rental income 0.4 0.3 Dividends received 14.5 17.3
The Company has outstanding balances with Group companies as disclosed in notes 17 and 18, and has investments in Group companies as detailed in note 30.
62 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC 30 Group Undertakings Subsidiaries Principal Activities Country of Incorporation Laura Ashley Limited* Retail and Franchising England and Wales Laura Ashley Investments Limited* Licensing England and Wales Texplan Manufacturing Limited* Manufacturing England and Wales Premier Home Logistics Limited Distribution England and Wales Bagleys Investments Limited* Investment Holding England and Wales Fast Properties Limited* Investment Holding England and Wales Laura Ashley Hotels Holdings Limited* Investment Holding England and Wales Laura Ashley Hotel Elstree Limited Hotel England and Wales Laura Ashley Holdings B.V.* Investment Holding Netherlands Laura Ashley Manufacturing B.V. Dormant Netherlands Parfums Laura Ashley S.A. Dormant Switzerland Laura Ashley S.A. Retail France Laura Ashley GmbH Dormant Germany Laura Ashley Espana S.A. Dormant Spain Laura Ashley (Ireland) Limited* Retail Ireland Laura Ashley Hong Kong Limited* Dormant Hong Kong Laura Ashely (Asia) Pte Ltd* Retail Singapore
* Held directly by Laura Ashley Holdings plc
All subsidiary companies are ultimately owned by the Company.
Associated Undertaking Country of Incorporation Laura Ashley Japan Co., Limited Japan
26.79% of the issued ordinary share capital of Laura Ashley Japan Co., Limited is held by Laura Ashley Holdings plc as at 30 June 2016 (2015: 26.79%).
Group undertakings are involved in the design, manufacture, sourcing, distribution and sale of Laura Ashley products. All Group undertakings are unlisted.
31 Dividends 2016 2015 £m £m Dividends awarded 14.5 14.5
A first interim dividend in respect of the financial period ended 30 June 2016 of 1.0 pence per ordinary share, amounting to £7.3 million, was paid on 9 October 2015.
A second interim dividend in respect of the financial period ended 30 June 2016 of 1.0 pence per ordinary share, amounting to £7.3 million was paid on 8 July 2016. In line with accounting policy, this payment will be recognised in the next accounting period.
Dividends paid in the period Dividends paid in the period ended 30 June 2016, amounting to £14.5 million include the final dividend of £7.5 million in respect of the financial period ended 31 January 2015 and first interim dividend of £7.3 million for the financial period ended 30 June 2016.
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 63 Notes to the Financial Statements continued
32 Share Options Employee Benefit Trust In July 1995, the Company established a discretionary employee benefit trust (the ‘EBT’), the Laura Ashley Employee Share Ownership Trust, for the benefit of employees and former employees of the Group (including Executive Directors). The trustee is Kleinwort Benson (Jersey) Trustees Limited (the ‘Trustee’), which is an independent professional trust company. The Company makes recommendations to the trustees in relation to the provision of benefits.
At 30 June 2016, the Trustee owned 2,487,992 (2015: 2,487,992) ordinary shares of 5 pence each representing 0.33% (2015: 0.33%) of the Company’s issued share capital and with a market value on that date of £0.5m (2015: £0.7m). The EBT has waived its rights to dividends on all shares.
The EBT was originally funded by an interest free loan of £5.0 million from the Company under a loan agreement. In 1995, the EBT purchased 2,487,992 shares for £3.2m at £1.294 per share. The total costs incurred by the EBT for the said share purchase were £3.4 million inclusive of transaction costs of £0.2 million. The balance of loan not utilised of £1.6 million was then returned by the EBT to the Company as it was not needed.
Due to the uncertainty in receiving the full settlement of the loan from the EBT, the Company made a provision of £2.4 million at 31 January 1998. At the same time, the value of the shares held by the EBT were written down from £3.2 million to £0.8 million based on the then current market price of 34.5 pence.
For the financial period ended 30 June 2016, the costs charged to the Group Statement of Comprehensive Income were £2,000 (2015: £2,000) for administration costs.
33 Exceptional Items 74 weeks 53 weeks ended ended 30 June 31 January 2016 2015 £m £m Bad debts provision (1.3) – Gain on sale of land and buildings/ investment – 0.5 Back dated tax charge (0.5) – Store disposal (costs)/gains (0.1) 0.1 Exceptional (loss)/gain (1.9) 0.6
34 Borrowing and Acquisition of Property On 3 August 2015, the company’s wholly owned subsidiary, Laura Ashley (Asia) Pte Ltd purchased a commercial property in Singapore at a total cost of Singapore Dollars (SGD) 73m (approximately £36.2m).
The acquisition has been partially funded by a SGD 42.9m debt facility provided by DBS Bank Limited secured against, inter alia, the Property. The loan is repayable on a monthly basis for a term of 15 years with a prevailing interest rate of 3-months SIBOR plus 2.00% per annum. At 30 June 2016, the loan was translated to £23.0 million, of which £1.3 million is payable within a year and the balance of £21.7 million is payable over the remaining term of the loan. The remaining consideration of SGD 30.1 million (approximately £16.9 million) for the acquisition was funded out of the company’s cash reserves.
35 Contingent Liabilities There is currently a cross guarantee given to Barclays Bank plc by Laura Ashley Holdings plc and all of its subsidiaries in the normal course of business amounting to a maximum limit of £15 million at 30 June 2016 (2015: £15 million). At the period ending 30 June 2016, the Group utilised £14.8 million of the overdraft facility (2015: nil).
64 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC 36 Financial Instruments - Fair Value and Risk Management The fair value of financial instruments has been determined using the following fair value hierarchy:
Level 1 The unadjusted quoted price in an active market for identical assets or liabilities that the Group could access at the measurement date.
Level 2 Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or liability, either directly or indirectly.
Level 3 Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy.
Carrying amount Fair value
Fair value Other Other hedging financial financial 30 June 2016 (in £m) instrument assets liabilities Total Level 1 Level 2 Level 3 Total Financial liabilities Forward exchange contracts 0.2 – – 0.2 – 0.2 – 0.2 Secured bank loan – – 23.0 23.0 – – 23.0 23.0 Total financial liabilities 0.2 – 23.0 23.2 – 0.2 23.0 23.2
The value of the investment property is measured under the cost model, and therefore its fair value is different to the reported carrying amounts.
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 65 GROUP FINANCIAL RECORD
Group Financial Record
Period ended June 2016 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 Statement of (74 wks) (53 wks) (52 wks) (52 wks) (52 wks) (52 wks) (52 wks) (53 wks) (52 wks) (52 wks) Comprehensive Income £m £m £m £m £m £m £m £m £m £m Revenue 400.9 303.6 294.5 298.8 285.9 285.0 268.4 260.5 237.6 225.0 Profit from operations 29.0 23.8 19.1 19.3 18.3 19.8 11.8 9.9 14.5 11.7 Share of operating (loss)/profit of associate (1.9) (0.5) 0.5 1.4 0.8 0.5 (1.1) (0.5) 0.3 0.4 Dividend received – – 0.1 – – – – 0.1 – – Net finance (costs) / income (1.3) (0.4) (0.4) (0.6) (0.3) (1.0) (0.6) 0.1 1.0 0.6 Profit before taxation and exceptional items 25.8 22.9 19.3 20.1 18.8 19.3 10.1 9.6 15.8 12.7 Exceptional items (1.9) 0.6 1.2 – (0.4) 4.8 0.9 0.6 4.0 (0.5) Profit before taxation 23.9 23.5 20.5 20.1 18.4 24.1 11.0 10.2 19.8 12.2 Taxation (6.9) (5.2) (4.8) (5.4) (5.4) (4.8) (5.2) (3.1) (5.8) (4.2) Profit for the financial period 17.0 18.3 15.7 14.7 13.0 19.3 5.8 7.1 14.0 8.0
Restated Restated Restated Restated Restated
2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 Balance Sheet £m £m £m £m £m £m £m £m £m £m Non-current assets 64.1 30.5 32.0 40.4 37.5 32.1 43.4 47.2 42.9 36.6 Net current assets 21.5 32.1 26.6 30.5 30.1 35.5 13.9 10.2 27.3 37.5 Non-current liabilities (38.7) (18.7) (10.0) (11.4) (7.2) (7.9) (8.1) (7.2) (8.3) (12.4) Net assets 46.9 43.9 48.6 59.5 60.4 59.7 49.2 50.2 61.9 61.7 Issued share capital 37.3 37.3 37.3 37.3 37.3 37.3 37.3 37.3 37.3 37.3 Reserves 9.6 6.6 11.3 22.2 23.1 22.4 11.9 12.9 24.6 24.4 Equity shareholders’ funds 46.9 43.9 48.6 59.5 60.4 59.7 49.2 50.2 61.9 61.7
Statistics Earnings per share* 2.60p 2.51p 2.15p 2.02p 1.79p 2.65p 0.80p 0.97p 1.90p 1.08p Dividends per share 2.50p 2.00p 3.50p 2.00p 2.00p 1.50p 1.00p 1.25p 2.00p 1.00p Profit from operations as a percentage of revenue 7.2% 7.9% 6.5% 6.5% 6.4% 6.9% 4.4% 3.8% 6.1% 5.2% Profit before taxation as a percentage of net assets 51.0% 53.5% 42.2% 33.8% 30.5% 40.4% 22.4% 20.3% 31.9% 19.8% Net asset value per ordinary share* 6.44p 6.03p 6.68p 8.64p 8.30p 8.20p 6.76p 6.90p 8.41p 8.32p
*Excludes treasury shares.
66 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC NOTICE OF 2016 ANNUAL GENERAL MEETING
Notice of 2016 Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent advisor authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of your shares in Laura Ashley Holdings plc, please forward this document, together with the accompanying Form of Proxy, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
Notice is hereby given that the Annual resolution being conditional on the Special Business General Meeting (“AGM”) of Laura passing of the resolution proposed To consider and, if thought fit, pass Ashley Holdings plc (“Company”) will in 4(ii) below); and the following resolutions, of which be held at Corus Hotel Kuala Lumpur, Resolution 9 will be proposed as an Jalan Ampang, 50450 Kuala Lumpur, (ii) Resolution of the independent ordinary resolution and Resolutions 10 Malaysia on 12 October 2016 at shareholders of the Company. to 13 will be proposed as Special 5.00 pm (Malaysia time) with video Resolutions. conference facility available to 5. To re-elect Ms Sally Kealey, as a Non-Executive Director in accordance members of the Company at Corus 9. THAT, in addition to and without with provision B.7.1 of the UK Hotel Hyde Park, Lancaster Gate, prejudice or limitation to all existing London W2 3LG at 10.00 am (UK time) Corporate Governance Code, who authorities, the Directors shall have for the transaction of the following has served as a Non-Executive general and unconditional authority to business: Director for more than nine years and exercise all powers of the Company to offers herself for re-election by: Ordinary Business allot relevant securities pursuant to Section 551 of the Companies Act To consider and, if thought fit, pass (i) Resolution of all shareholders of 2006 (the “2006 Act”) having an Resolutions 1 to 8 inclusive which will the Company (the passing of such aggregate nominal value of up to be proposed as Ordinary Resolutions: resolution being conditional on the passing of the resolution proposed £12,309,583.57 provided that this 1. To receive, acknowledge and in 5(ii) below); and authority shall expire at the conclusion adopt the Directors’ Report, the of the next AGM of the Company, or Group Strategic Report and the (ii) Resolution of the independent 15 months from the date of this Financial Statements for the period shareholders of the Company. Resolution, whichever is the earlier ended 30 June 2016 together with the (unless previously revoked, varied or signed and dated Auditor’s Report. 6. To declare a final dividend of 0.5 extended by the Company in a general pence per ordinary share for the meeting), save that the Company may 2. To re-elect Tan Sri Dr Khoo Kay period ended 30 June 2016 to be before such expiry make an offer or Peng, who retires by rotation in paid on 27 October 2016 to holders of agreement which would or might accordance with the Articles of ordinary shares on the register at the require relevant securities to be Association of the Company close of business on 7 October 2016 allotted after such expiry and the (“Articles”) as a Non-Executive (ex-dividend date 6 October 2016) in Directors may allot relevant securities Director. respect of each ordinary share. in pursuance of such offer or agreement as if the authority hereby 3. To re-elect Mr Ng Kwan Cheong, 7. To re-appoint Moore Stephens LLP, conferred had not expired. who retires by rotation in accordance as Auditors of the Company, to hold with the Articles, as an Executive office from the passing of this 10. THAT, in addition to and without Director. resolution to the conclusion of the prejudice to all existing authorities, 4. To re-elect Mr David Walton next AGM of the Company at which the Directors be and are hereby Masters, as a Non-Executive Director the accounts are laid before generally empowered pursuant to in accordance with provision B.7.1 of shareholders and to authorise the Section 571 of the 2006 Act to allot the UK Corporate Governance Code, Directors to determine the equity securities, pursuant to the who has served as a Non-Executive remuneration of the Auditors. authority conferred by Resolution 9 Director for more than nine years and above as if Section 561 of the 2006 offers himself for re-election by: 8. To approve the Directors’ Act did not apply to any such Remuneration Report for the period allotment provided that this power (i) Resolution of all shareholders of ended 30 June 2016. shall be limited to: the Company (the passing of such
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 67 NOTICE OF 2016 ANNUAL GENERAL MEETING CONTINUED
Notice of 2016 Annual General Meeting continued
(a) the allotment (otherwise than Act to make market purchases (as expire at the conclusion of the next pursuant to sub-paragraph (b) defined in Section 693 of the 2006 AGM of the Company or 15 months below) of equity securities which Act) of its ordinary 5 pence shares from the date of this Resolution, are, or are to be, wholly paid up in provided that: whichever is the earlier (unless cash up to an aggregate nominal previously revoked, varied or amount equal to £3,730,176.84 (a) the Company does not purchase extended by the Company in a representing 10% of the issued under this authority more than 10% general meeting), provided that the share capital of the Company; and of the nominal value of the issued Company may before such expiry share capital of the Company; make an offer or agreement where (b) the allotment of equity securities in the sale will or may be executed after (b) the Company does not pay less connection with a rights issue, open the authority terminates (either wholly than 5 pence for each ordinary offer or otherwise to ordinary or in part) and the Directors may share; shareholders in proportion (as complete such sale in pursuance of nearly as may be) to the respective (c) the Company does not pay for such offer or agreement as if the numbers of ordinary shares held by each ordinary share more than power hereby conferred had not them subject to (i) the Directors 105% of the average of the middle expired. having a right to aggregate and sell market price of the ordinary shares for the benefit of the Company all 13. That a general meeting (rather according to the Daily Official List fractions of a share which may arise than an annual general meeting) may of the London Stock Exchange for in apportioning equity securities be called on not less than 14 clear the five business days immediately among the ordinary shareholders of days’ notice. preceding the date on which the the Company and (ii) such Company agrees to buy the exclusions or other arrangements By Order of the Board. ordinary shares concerned and as the Directors may deem shall expire at the conclusion of necessary or expedient in relation the next AGM of the Company or to legal or practical problems under Fong Sai Hup 15 months from the date of this the laws of, or the requirements of, Company Secretary Resolution, whichever is the earlier any recognised regulatory body or (unless previously revoked, varied 27 Bagleys Lane, Fulham, any stock exchange in, or by virtue or extended by the Company in a London SW6 2QA of the ordinary shares being general meeting), provided that 9 September 2016 represented by depositary receipts the Company may before such in any overseas territory, and shall expiry make an offer or agreement expire at the conclusion of the next where the purchase will or may be AGM of the Company or 15 months executed after the authority from the date of this Resolution, terminates (either wholly or in part) whichever is the earlier (unless and the Directors may complete previously revoked, varied or such purchase in pursuance of extended by the Company in a such offer or agreement as if the general meeting), provided that the power hereby conferred had not Company may before such expiry expired. make an offer or agreement which would or might require equity 12. THAT, pursuant to the Articles, the securities to be allotted after such Company is empowered to sell expiry and the Directors may allot 18,272,500 shares held as treasury equity securities in pursuance of shares by the Company as at 16 such offer or agreement as if the August 2016, being 2.51% of the total power hereby conferred had not ordinary share capital in issue expired. (excluding treasury shares) and any subsequent purchases of treasury 11. THAT, pursuant to the Articles, the shares not more than 10% of the Company is hereby granted general Company’s issued share capital for and unconditional authority for the cash as if Section 561 of the 2006 Act purpose of Section 701 of the 2006 did not apply to such sale, and shall
68 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC Notes 3. Copies of the Directors’ service 8. Under Section 527 of the 2006 Act, contracts and letters of appointment will members meeting the qualification 1. Pursuant to Regulation 41 of the be available for inspection at 27 Bagleys criteria set out in that section have the Uncertificated Securities Regulations 2001, Lane, Fulham, London SW6 2QA, during right to require the Company to publish the Company specifies that only holders normal business hours on any weekday on its website, a statement setting out any of ordinary shares registered in the (public holidays excluded) from the date matter relating to (a) the audit of the Register of Members of the Company as of this Notice until the date of the AGM, Company's accounts (including the at close of business on 10 October 2016 and for 15 minutes prior to and during the auditor's report and the conduct of the shall be entitled to attend and vote at the AGM. audit) that are to be laid before the AGM; AGM in respect of the number of shares or (b) the circumstances connected with registered in their name at that time. 4. Any member attending the AGM has a an auditor ceasing to hold office since the Changes to entries on the Register of right to ask questions. The Company must previous AGM at which annual accounts Members after close of business on 10 answer any question asked relating to the and reports were laid in accordance with October 2016 shall be disregarded in business being dealt with unless (a) Section 437 of the 2006 Act. The determining the right of any person to answering the question unduly interferes Company may not require the members attend and vote at the AGM. A member with the preparation of the AGM or making the request to pay any expenses of the Company who is entitled to attend involves the disclosure of confidential incurred by the Company in complying and vote at the AGM convened by this information (b) the answer has already with the request. Where the Company is Notice may attend the AGM at Corus been provided on the website (c) the required to place a statement on a Hotel Kuala Lumpur, Jalan Ampang, 50450 question is undesirable in the Company’s website under Section 527 of the 2006 Kuala Lumpur, Malaysia or by video interests or good order of the AGM. Act, it must forward the statement to the conference facility at Corus Hotel Hyde 5. A copy of this Notice and information Company’s auditors no later than the time Park, Lancaster Gate, London W2 3LG. regarding the AGM is available on www. the statement is made available on the 2. A member of the Company who is lauraashley.com. Company’s website. The statement may entitled to attend and vote at the AGM be dealt with as part of the business of 6. Any member is permitted to notify the convened by this Notice, may appoint the meeting. Company of any resolution to be moved one or more proxies to attend, speak and, and other matters to be added to the 9. You may not use any electronic address on a poll, vote on his/her behalf. A proxy business of the AGM provided it is not provided either in this notice of AGM (or need not be a member of the Company. defamatory of any person, frivolous or any related documents) to communicate More than one proxy may be appointed vexatious. with Company for any purposes other provided each proxy is appointed to than those expressly stated. exercise rights attached to different 7. The Company’s issued share capital shares. More than one proxy may not be comprised 746,035,368 ordinary shares. To appointed to exercise rights attached to the exclusion of 18,272,500 treasury any one share. A form of proxy is shares, each ordinary share carries the enclosed. In order to be valid, an right to one vote at a general meeting of instrument appointing a proxy and any the Company. Therefore, the total number power of attorney under which it is of voting rights in the Company as at that executed (or a notarially certified copy date are 727,762,868. thereof) must be deposited at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, not later than 10.00am (UK time), Monday 10 October 2016. The completion and return of a form of proxy will not, however, preclude shareholders from attending and voting in person at the AGM should they so wish. Alternatively a member may appoint a proxy, or may wish to vote electronically, at www. investorcentre.co.uk/eproxy. Please see the form of proxy for further details.
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 69 Store Locations in UK, Republic of Ireland and France
UK Store Type Address Telephone Aberdeen Mixed Product 44/45 Bon Accord Centre, George Street, Aberdeen AB25 1HZ 0871 223 1488 Amersham Home 23 Woodside Road, Amersham, Buckinghamshire HP6 6AA 0871 223 1456 Ayr Concession c/o Homebase, Unit 8, Heathfield Retail Park, Ayr KA8 9BF 0871 223 1301 Bangor Home Plot 1, Caernarfon Road, Bangor LL57 4SU 0871 223 1346 Bangor Mixed Product Unit 6, Bloomfield Retail Park, South Circular Road, Bangor, County Down BT19 7HB 0871 223 1524 Barnstaple Mixed Product Unit D, Barnstaple Retail Park, Station Road, Barnstaple EX31 2BP 0871 223 1514 Basildon Mixed Product Unit 4, Westgate Retail Park, Basildon, SS14 1WP 0871 223 1546 Basingstoke Mixed Product Unit 53-54, Queen Anne’s Walk, Festival Place, Basingstoke RG21 7BF 0871 223 1497 Bath Mixed Product Unit 5A, St Laurence Street, Southgate, Bath BA1 1AN 0871 223 1327 Beccles Mixed Product Unit 5, Taylor Square, Newgate, Beccles, Suffolk NR34 9AT 0871 223 1453 Belfast Home Unit 11a, Boucher Retail Park, Boucher Crescent, Belfast, Co Antrim, 0871 223 1561 Northern Ireland BT12 6HU Berkhamstead Mixed Product 172-176 High Street, Berkhamsted HP4 3AP 0871 223 1557 Beverley Home 36/40 Toll Gavel, Beverley HU17 9AR 0871 223 1310 Bicester Mixed Product Unit 2, Bicester Avenue, Oxford Road, Bicester OX25 2NY 0871 223 1508 Biggleswade Mixed Product Unit J A1 Retail Park, London Road, Biggleswade SG18 8NE 0871 223 1371 Birkdale Home 38 Weld Road, Birkdale, Southport PR8 2ED 0871 223 1347 Birmingham Home 589-613 Hagley Rd West, Quinton, Birmingham B32 1BY 0871 223 1349 Birmingham Concession House of Fraser, Corporation Street, Birmingham, B2 5JS 0344 800 3707 Bishop’s Stortford Concession c/o Homebase, Fitzroy Park, Stansted Road, Bishop’s Stortford, CM23 5PP 0871 987 0767 Bluewater Park Mixed Product L103 Lower Guildhall, Bluewater, Greenhithe DA9 9SN 0871 223 1436 Bolton Mixed Product 63 The Linkway, Middlebrook, Horwich, Bolton BL6 6JA 0871 223 1563 Bracknell Concession c/o Homebase, Wokingham Road, Bracknell RG42 1NB 0871 223 1460 Brentwood Mixed Product 1 Weald Road, Brentwood CM14 4SN 0871 223 1432 Bristol Mixed Product 20 Union Gallery, The Galleries, Bristol BS1 3XD 0871 223 1326 Bristol Eastgate Mixed Product Unit K, Eastgate Centre, Eastgate Road, Bristol BS5 6XX 0871 223 1615 Broadstairs Mixed Product Unit 5, Broadstairs Retail Park, Margate Road, Broadstairs, Thanet CT10 2QW 0871 223 1596 Bromley Mixed Product 62 High Street, Bromley BR1 1EG 0871 223 1437 Bury St Edmunds Mixed Product 1 The Lexicon, Cornhill, Bury St Edmunds IP33 1BT 0871 223 1373 Camberley Mixed Product The Atrium, 74 Park Street, Camberley GU15 3PT 0871 223 1617 Cambridge Mixed Product Unit 39, Grand Arcade, Cambridge, CB2 3BJ 0871 223 1407 Canterbury Home Unit 1b, 26 Maynard Rd, Wincheap Trading Estate, Canterbury CT1 3RH 0871 223 1438 Cardiff Ty Glas Mixed Product Ty Glas Retail Park, Ty Glas Avenue, Llanishen, Cardiff CF14 5DU 0871 223 1579 Carlisle Home Unit 3, London Road Retail Park, Carlisle CA1 2PD 0871 223 1303 Carmarthen Home Unit 3, Parc Pensarn, Llanelli Road, Carmarthen SA31 2NF 0871 223 1394 Chelmsford Mixed Product 10/13 Grays Brewery Yard, Springfield Road, Chelmsford CM2 6QR 0871 223 1375 Cheltenham Mixed Product 92 The Promenade, Cheltenham GL50 1NB 0871 223 1395 Chester Mixed Product 17 St. Michael’s Row, Grosvenor Centre, Chester CH1 1EF 0871 223 1351 Chester Home Unit 3, Centurion Point, Victoria Road, Chester CH2 2FD 0871 223 1495 Chesterfield Mixed Product Unit 6, Dobbies Garden World, 4 Highwood Way, Barlborough Links, Chesterfield S43 4XN 0871 223 1485 Chichester Mixed Product 32 North Street, Chichester PO19 1LX 0871 223 1417 Chichester Home 104 The Hornet, Chichester PO19 7JR 0871 223 1418 Chippenham Mixed Product Unit 3B, Hathaway Retail Park, Foundry Lane, Chippenham SN15 1JG 0871 223 1614 Cirencester Home 42a Querns Lane, Cirencester GL7 1RH 0871 223 1383 Colchester Mixed Product 4/5 Trinity Square, Colchester CO1 1JR 0871 223 1376 Colchester Concession c/o Homebase, St Andrews Avenue, Colchester CO4 3BG 0871 223 1377 Coleraine Mixed Product 2-6 Stone Row, Coleraine BT52 1EP 0871 223 1483 Congleton Home Unit C - Congleton Retail Park, Barn Road, Congleton, Cheshire CW12 1LJ 0871 223 1559 Crawley Mixed Product Unit 78, County Mall, Crawley RH10 1FD 0871 223 1439 Crewe Mixed Product Unit 9, Grand Junction Way, Crewe CW1 2RP 0871 223 1597 Darlington Home 13 Northumberland Street, Darlington DL3 7HJ 0871 223 1486 Derby Concession c/o Homebase, Kingsway, Derby DE22 3NF 0871 223 1313 Doncaster Concession c/o Homebase, Milethorn Lane, Doncaster DN1 2SU 0871 223 1314 Dorchester Mixed Product Unit 3,43 South Street, Dorchester DT1 1DH 0871 223 1598 Dumfries Home Unit 5, Cuckoo Bridge Retail Park, Glasgow Road, Dumfries DG2 9BF 0871 223 1590 Dundee Concession Unit 12-13, Kingsway Retail Park, Dundee, Tayside DD3 8RX 0871 223 1520 Dunstable Home Unit 3, White Lion Retail Park, Boscombe Road, Dunstable LU5 4WL 0871 223 1423 Durham Mixed Product Unit 3, Mercia Retail Park, Pityme, Durham DH1 5GF 0871 223 1583 Eastbourne Mixed Product 129/131 Terminus Road, Eastbourne BN21 3NR 0871 223 1441 Edinburgh Mixed Product 51 George Street, Edinburgh EH2 2HT 0871 223 1304 Edinburgh Straiton Mixed Product Unit 2, Straiton Retail Park, Midlothian, Loanhead EH20 9PW 0871 223 1586 Epsom Concession House of Fraser, 42 Ashley Centre, Ashley Ave, Epsom, KT15 5DB 0344 800 3726 Ewell Concession c/o Homebase, 23 Reigate Road, Ewell Bypass, Ewell KT17 1PE 0871 223 1442 Exeter Mixed Product 41/42 High Street, Exeter EX4 3DJ 0871 223 1396 Exeter Concession c/o Homebase, Moor Lane, Sowton Industrial Estate, Exeter EX2 7JG 0871 223 1397 Farnham Mixed Product Hawthorn House, Romans Business Park, Farnham GU9 7SX 0871 223 1491 Farnham Home The Barn, The Lion and Lamb Yard, Farnham GU9 7LL 0871 223 1419 Gainsborough Mixed Product Unit 9, Marshalls Yard, Gainsborough DN21 2NA 0871 223 1589 Gateshead Mixed Product 14A The Parade, Intu Metro Centre, Gateshead NE11 9YP 0871 223 1315 Glasgow Home Unit E, Braehead Shopping Centre, Kings Inch Road, Glasgow G51 4BP 0871 223 1577 Glasgow Concession c/o Homebase, Main Street, Milngavie, Glasgow G62 6JN 0871 223 1305 Glasgow Mixed Product 36-38 West George Street, Glasgow, Strathclyde G2 1DA 0871 223 1479 Gloucester Home Unit 2 Blooms of Bressingham, Bath Road, Haresfield, Gloucester GL10 3DP 0871 223 1558 Grantham Mixed Product Unit 3, Discovery Retail Park, London Road, Grantham NG31 6HR 0871 223 1574 Guildford Mixed Product 71/72 North Street, Guildford GU1 4AW 0871 223 1420 Guildford Concession c/o Homebase, Europa Park Rd, Guildford GU1 1AJ 0871 223 1421 Harlow Home Unit 6A, Queensgate Centre, Harlow CM20 2DA 0871 223 1378 Harrogate Mixed Product 3 James Street, Harrogate HG1 1QS 0871 223 1316 Havant Mixed Product Unit 5, Solent Retail Park, Havant PO9 1ND 0871 223 1472 Haverfordwest Mixed Product Unit 4, Withybush Retail Park, Fishguard Road, Haverfordwest SA61 2PY 0871 223 1593 Haywards Heath Mixed Product 2/4 South Road, High Street, Haywards Heath RH16 4LA 0871 223 1619 Hemel Hempstead Mixed Product Unit C3, Riverside Shopping Centre, Hemel Hempsted HP1 1BT 0871 223 1603
70 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC UK Store Type Address Telephone Henley on Thames Mixed Product 2-4 Reading Road, Henley-On-Thames RG9 1AG 0871 223 1527 Hereford Mixed Product 7 Commercial Street, Hereford HR1 2DB 0871 223 1399 Horsham Mixed Product 3/4 Middle Street, Horsham RH12 1NW 0871 223 1443 Huddersfield Home Unit 2 Castlegate Retail Park, St Johns Road, Huddersfield HD1 5AN 0871 223 1560 Hull Mixed Product Unit 3A, The Junction Retail Park, St. Andrews Quay, Hull HU3 4SA 0871 223 1608 Huntingdon Concession c/o Homebase, Stukeley Road, Huntingdon PE29 6DA 0871 223 1379 Ilkley Mixed Product 1 Station Plaza, Ilkley LS29 8HF 0871 223 1575 Inverness Mixed Product Unit A, Falcon Square, Millburn Road, Inverness IV2 3PP 0871 223 1306 Ipswich Concession c/o Homebase, Felixstowe Road, Warren Heath, Ipswich IP3 8TQ 0871 223 1381 Kendal Mixed Product 11 Library Road, Kendal, Cumbria LA9 4QB 0871 223 1307 Kettering Mixed Product Unit 5, Kettering Retail Park, Carina Road, Kettering NN15 6YA 0871 223 1585 Kingston Home The Griffin Centre, Market Place, Kingston Upon Thames KT1 1JT 0871 223 1444 Knutsford Mixed Product Victoria House, Tatton street, Knutsford WA16 6AF 0871 223 1354 Lancaster Home Unit 3, Kingsway Retail Park, Caton Road, Lancaster LA1 1BS 0871 223 1567 Leamington Spa Mixed Product 108 The Parade, Leamington Spa CV32 4AQ 0871 223 1489 Leeds Concession c/o Homebase, King Lane, Moortown, Leeds LS17 5NY 0871 223 1321 Lewes Mixed Product 3 Eastgate Centre, Lewes, East Sussex BN7 2LP 0871 223 1445 Lincoln Mixed Product 310 High Street, Lincoln LN5 7DR 0871 223 1324 Liverpool (Aintree) Home Unit 4A, Aintree Race Course Retail Park, Ormskirk Road, Liverpool L9 5AN 0871 223 1576 Liverpool (Speke) Mixed Product Unit 11, New Mersey Retail Park, Speke Road, Liverpool L24 8QB 0871 223 1605 Llandudno Mixed Product Unit 8B, Parc Llandudno, Conwy Road, Llandudno LL30 1PX 0871 223 1496 London, Harriet Street Mixed Product 7-9 Harriet Street, Knightsbridge, London SW1X 9JS 0871 223 1548 London, Westfield Mixed Product Unit 2094, Westfield London Shopping Centre, Ariel Way W12 7GF 0871 223 1519 Londonderry Concession c/o Homebase, Unit 1, 20 Crescent Link Road, Altnagelvin, Londonderry BT47 5FX 0871 223 1487 Maidstone Mixed Product 40-42 Fremlin Walk, Maidstone ME14 1QP 0871 223 1528 Manchester Home Unit A3, Barton Square, Trafford Centre M17 8AS 0871 223 1329 Manchester Mixed Product Unit A, Cheetham Hill Retail Park, Elizabeth Street M8 8BB 0871 223 1595 Mansfield Mixed Product Unit 5B, St. Peters Court, St Peters Retail Park, Station St, Mansfield NG18 1BE 0871 223 1609 Marlborough Home Unit 1, Hilliers Yard, Marlborough SN8 1BE 0871 223 1463 Milton Keynes Mixed Product 163-175 Grafton Gate East, Central Milton Keynes, Milton Keynes MK9 1AE 0871 223 1490 Morpeth Mixed Product Unit 22-23, Sanderson Arcade, Morpeth NE61 1NS 0871 223 1531 Nantwich Home Station Road, Nantwich CW5 5SP 0871 223 1357 New Southgate Concession c/o Homebase, 3 Station Road, New Southgate,London N11 1QJ 0871 223 1464 Newbury Mixed Product 139 Bartholomew Street, Kennet Shopping Centre, Newbury RG14 5HB 0871 223 1556 Newcastle Under Lyme Mixed Product 45 High Street, Newcastle Under Lyme ST5 1PN 0871 223 1358 Newport IOW Mixed Product 36 High Street, Newport PO30 1SR 0871 223 1426 Northallerton Home 1 South Parade, Northallerton DL7 8SE 0871 223 1333 Northampton St. James Mixed Product Unit 5A, St James Retail Park, Towester Road, Northampton NN1 1EE 0871 223 1588 Norwich Mixed Product 19 London Street, Norwich NR2 1JE 0871 223 1387 Norwich Home Waitrose, The Eaton Centre, Church Lane, Eaton, Norwich NR4 6NU 0871 223 1388 Nottingham Home Unit 3, Castle Boulevard, Nottingham NG7 1FN 0871 223 1335 Nottingham Home Unit 7, Giltbrook Retail Park, Nottingham NG16 2RP 0871 223 1505 Omagh Home 1a Showgrounds Retail Park, Omagh, Co Tyrone, Northern Ireland BT79 7AQ 0871 223 1562 Orpington Mixed Product Unit 13A, Nugent Shopping Park, Cray Avenue, Orpington BR5 3RP 0871 223 1580 Oxford Home 267 Banbury Road, Summertown, Oxford OX2 7HT 0871 223 1467 Peterborough Mixed Product Unit P1, Bretton Shopping Park, Peterborough PE3 8DN 0871 223 1616 Petersfield Home Unit 2, 15-17 The Square, Petersfield GU32 3HP 0871 223 1564 Plymouth Mixed Product Unit B, The Armada Centre, Mayflower Street, Plymouth PL1 1LE 0871 223 1401 Plymouth Concession c/o Homebase, Unit 6 Marsh Mills Park, Longbridge Road, Plymouth PL6 8LX 0871 223 1402 Poole Home Unit C8, Poole Retail Park, Poole Road, Poole Dorset BH12 1DN 0871 223 1584 Preston Mixed Product 32 Fishergate, Preston PR1 2AD 0871 223 1361 Purley Home 5 Russell Hill Parade, Russell Hill Road, Purley CR8 2LE 0871 223 1447 Putney Mixed Product 218 Putney Bridge Road, Putney, London SW15 2NA 0871 223 1565 Rayleigh Home Unit B, 46 Stadium Way, Rayleigh SS7 3NZ 0871 223 1390 Reading Mixed Product Unit 9, Brunel Retail Park, Rose Kiln Lane, Reading RG2 0HS 0871 223 1581 Reigate Home 14-18 Church Street, Reigate RH2 0AN 0871 223 1571 Rugby Home Unit A, Junction One Retail Park, Leicester Road, Rugby CV21 1RW 0871 223 1362 Ruislip Concession Unit 1, Victoria Retail Park, Crown Road, South Ruislip, Middlesex HA4 0AJ 0871 223 1506 Saffron Walden Mixed Product Trevax House, 10 Hill Street CB10 1JD 0871 223 1530 Salisbury Mixed Product 7 New Canal, Salisbury SP1 2AA 0871 223 1428 Sevenoaks Mixed Product 2 Blighs Court, Sevenoaks TN13 1DD 0871 223 1449 Sheffield Home 5 Archer Drive, Archer Road Retail Park, Sheffield S8 0LB 0871 223 1478 Sheffield Mixed Product Unit 24A (4a The Arcade), Meadowhall Centre, Sheffield S9 1EP 0871 223 1336 Shepton Mallet Mixed Product Unit 4A, Townsend Retail Park, Townsend, Shepton Mallet BA4 5EG 0871 223 1601 Shipley Mixed Product Unit 1, 92 Otley Road, Shipley BD18 2BJ 0871 223 1493 Shrewsbury Mixed Product Unit SU2, Charles Darwin Centre, Pride Hill, Shrewsbury SY1 1BN 0871 223 1363 Skipton Home Unit 13, Craven Court, High Street, Skipton BD23 1DG 0871 223 1338 Solihull Mixed Product 124 High Street, Solihull B91 3SX 0871 223 1404 Solihull HB Concession Sears Retail Park, Oakenshaw Road, Shirley, Solihull, West Midlands B90 4QY 0871 223 1507 South Woodford Home 12-14 Electric Parade, George Lane, South Woodford E18 2LY 0871 223 1468 Southampton Mixed Product Units 7 8 & 9, Hanover Buildings, Southampton SO14 1JX 0871 223 1569 Southsea Mixed Product 36-38 Palmerston Rd, Southsea PO5 3QH 0871 223 1430 Stafford Mixed Product 115 Wolverhampton Road, Stafford ST17 4AH 0871 223 1570 Staines Mixed Product Unit S9B, Two Rivers Shopping Centre, Staines, Middlesex TW18 4BL 0871 223 1591 Staples Corner Home Unit 3A, Staples Corner Retail Park, Off Edgeware Road NW2 6LW 0871 223 1572 Stevenage Mixed Product Unit B1, Stevenage Retail Park, London Road, Stevenage SG1 1XZ 0871 223 1607 Stirling Mixed Product 21 Port Street, Stirling FK8 2EJ 0871 223 1309 Stockton-on-Tees Mixed Product Goodwood Square, Teeside Shopping Park, Thornaby, Stockton-on-Tees TS17 7BW 0871 223 1602 Stratford Upon Avon Mixed Product Unit 1, 24-26 Bridge Street, Stratford Upon Avon CV37 6AD 0871 223 1405 Sutton Coldfield Mixed Product 164 The Parade, Gracechurch Centre, Sutton Coldfield B72 1PH 0871 223 1366 Swansea Mixed Product Unit 6A, Pontarddulais Road Retail Park, Swansea SA5 4BA 0871 223 1592 Swindon Mixed Product Unit 14A, Greenbridge Retail Park, Swindon SN3 3SQ 0871 223 1568 Taunton Mixed Product Unit 2, Belverdere Retail Park, Taunton, TA1 1NQ 0871 223 1582 Telford Mixed Product Unit 3, The Junction, Telford Forge Shopping Centre, Colliers Way, Telford TF3 4AG 0871 223 1606 Tenterden Mixed Product 19/21 High Street, Tenterden TN30 6BJ 0871 223 1452
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 71 Store Locations in UK, Republic of Ireland and France continued
UK Store Type Address Telephone Truro Mixed Product Unit 2, 7 Pydar Street, Truro TR1 2AR 0871 223 1410 Truro Concession c/o Homebase, Unit 4, Treliske Retail Park, Tresawls Road, Treliske, Truro TR1 3LN 0871 223 1411 Tunbridge Wells Mixed Product 61 Calverley Road, Tunbridge Wells TN1 2UY 0871 223 1454 Wakefield Home Unit 7, Ings Road, Westgate Retail & Leisure Park, Wakefield WF2 9SD 0871 223 1587 Waltham Cross Concession c/o Homebase, High Street, Waltham Cross, Hertfordshire, EN8 7BE 0871 712 1000 Warrington Mixed Product Unit 9, Riverside Retail Park, Wharf Street, Howley, Warrington WA1 2GZ 0871 223 1368 Weybridge Home 17-19 Church street, Weybridge KT13 8DE 0871 223 1455 Wilmslow Mixed Product 70-72 Grove Street, Wilmslow SK9 1DS 0871 223 1578 Winchester Mixed Product 126 High Street Winchester SO23 9AX 0871 223 1431 Windermere Gifts & 53 Quarry Rigg, Bowness on Windermere, Cumbria LA23 3DU 0871 223 1511 Accessories Windsor Mixed Product 99 Peascod Street, Windsor SL4 1DH 0871 223 1476 Wolverhampton Mixed Product Unit A2, Bentley Bridge Retail Park, Bentley Bridge Way WV11 1BP 0871 223 1599 Woodbridge Home 11B & 11C, The Thoroughfare, Woodbridge IP12 1AA 0871 223 1618 Worcester Mixed Product 12 Crown Passage, Broad Street, Worcester WR1 3LL 0871 223 1473 Worcester Concession c/o Homebase, Unit A, Elgar Retail Park, Blackpole Road, Blackpole, 0871 223 1474 Worcester WR3 8HP Workington Mixed Product 1 Risman Place, Workington CA14 3DU 0871 223 1573 Worthing Mixed Product Units 1/2, Montague Centre, Worthing BN11 1YJ 0871 223 1433 Yeovil Mixed Product 28 Vicarage Walk, Quedem Centre, Yeovil BA20 1EX 0871 223 1413 York Julia Avenue Mixed Product 1 Julia Avenue Retail Park, Monks Cross, Huntingdon, York YO32 9JR 0871 223 1343
UK Clearance Store Newtown Outlet Mixed Product Unit D Vastre Enterprise Park, Newtown, Powys SY16 1DZ 0871 223 1360
Republic of Ireland Stores Athlone Mixed Product Unit 4B, Arcadia Retail Park, Arcadia, Athlone 00353 906 478750 Cork Home Units 9/10, Merchants Quay, Patrick Street, Cork 00353 214 944694 Dublin Blanchardstown Mixed Product Unit 8B West End Retail Park, Blanchardstown, Dublin 15 00353 18 851292 Dundrum Concession Home House of Fraser, Dundrum Town Centre, Sandyford Road, Dublin 16 00353 12 991400 Galway Home Calbro Court, Tuam Road, Galway 00353 91 700139 Limerick Mixed Product Unit 9, Savoy Henry Street, Limerick 00353 61 609746
France Stores Mulhouse Mixed Product Centre Commercial, Port Jeune, Mulhouse, 68110 0033 140 674948 Paris Mixed Product 95 Avenue Raymond Poincare, Paris, 75116 0033 140 674948
72 Annual Report 2016 LAURA ASHLEY HOLDINGS PLC Shareholders’ Information As at 9 September 2016
Shareholders’ Helpline Number 0370 707 1110 Computershare Services PLC, the Company’s Registrar, has introduced a facility where shareholders are able to access details of their shareholding over the internet, subject to passing an identity check. You can access this service by visiting www.investorcentre.co.uk.
The site also includes information on recent trends on the Company’s share price.
Financial Calendar Annual General Meeting 5.00pm (Malaysia time), Wednesday 12 October 2016 10.00am (UK time), Wednesday 12 October 2016
Proxies to reach Registrars prior to 10.00am (UK time), Monday 10 October 2016
Meeting to be held at Corus Hotel Kuala Lumpur Jalan Ampang 50450 Kuala Lumpur Malaysia
Video Conference Facility at Corus Hotel Hyde Park Lancaster Gate London W2 3LG
Accounting Periods 2016/17 First half-year end Saturday, 31 December 2016
Second half-year end Saturday, 1 July 2017
Trademarks
LAURA ASHLEY HOLDINGS PLC Annual Report 2016 73
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