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2012 Annual Report - Spirax-Sarco Engineering plc

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Chairman’s statement<br />

I am pleased to report further progress in <strong>2012</strong><br />

and another year of record sales, profit and<br />

cash generation.<br />

Bill Whiteley<br />

Chairman<br />

Sales increased by 2% from £650.0 million<br />

to £661.7 million. Organic sales growth<br />

was 5%, which continued through the<br />

second half year despite the slowing in<br />

global economic growth. Sales growth<br />

was strongest in Asia Pacific and Watson-<br />

Marlow Pumps, followed by more modest<br />

growth in the Americas and flat organic<br />

sales in Europe, Middle East and Africa<br />

(EMEA). Unfavourable currency<br />

movements reduced sales by 3%.<br />

Operating profit increased by 2% from<br />

£134.0 million to £136.2 million with a<br />

constant currency increase of 6%. The<br />

operating profit margin was unchanged at<br />

last year’s record level of 20.6% with, as<br />

anticipated, a significant improvement in<br />

the second half year. At constant currency<br />

the margin was slightly ahead of last year.<br />

Margins were higher for the year in Asia<br />

Pacific and Watson-Marlow Pumps.<br />

Net finance income reduced from<br />

£1.1 million to £0.4 million due to lower<br />

finance income in respect of the Group’s<br />

defined benefit pension schemes. The<br />

Group’s share of the after tax profits of<br />

our Associate in India reduced from<br />

£2.1 million to £1.9 million due to<br />

unfavourable currency movements.<br />

Pre-tax profit rose 1% to £138.5 million<br />

(2011 : £137.2 million) and at constant<br />

currency, pre-tax profit rose 5%. Adjusted<br />

earnings per share were 1% higher at<br />

125.6p (2011 : 124.8p).<br />

The statutory pre-tax profit was £127.7 million<br />

(2011 : £132.3 million), which was after<br />

charging the usual amortisation of<br />

acquisition-related intangible assets and<br />

acquisition and disposal costs, but also,<br />

in <strong>2012</strong>, after recognising exceptional<br />

restructuring costs of £7.2 million (2011 : nil).<br />

Cash generation was at record levels in<br />

<strong>2012</strong> and we continue to operate with a<br />

strong balance sheet, finishing the year<br />

with net cash of £51.7 million.<br />

The interim dividend was increased by<br />

8% to 16.0p per share, which was paid in<br />

November <strong>2012</strong>. The Board is recommending<br />

an increase in the final dividend of 8% to<br />

37.0p per share payable on 17th May 2013<br />

to shareholders on the register at the close<br />

of business on 19th April 2013. The total<br />

Ordinary dividend is therefore 53.0p per<br />

share (2011 : 49.0p), an increase of 8%.<br />

The cost of the interim and final dividend<br />

is £41.4 million, which is covered 2.4 times<br />

by earnings. In addition, following a review<br />

of the Company’s capital requirements, the<br />

Board is recommending a return of cash to<br />

shareholders of £78 million in the form of<br />

a special dividend of 100.0p per share in<br />

respect of <strong>2012</strong> (2011 : nil) payable on 3rd<br />

July 2013 to shareholders on the register<br />

at the close of business on 31st May 2013.<br />

This is equivalent to approximately 4% of the<br />

market capitalisation of the Company and, as<br />

is common with a significant return of capital,<br />

the Board recommends that this is combined<br />

with a share consolidation to maintain, as far<br />

as possible, the comparability of the share<br />

price before and after the special dividend.<br />

Economic conditions have remained<br />

challenging and the Board expresses its<br />

thanks to all our employees for their<br />

resilience, hard work and dedication in<br />

contributing to the outstanding results in <strong>2012</strong>.<br />

In <strong>2012</strong> we were pleased to welcome three<br />

new Board members, Dr Trudy Schoolenberg<br />

as an independent Non-Executive Director,<br />

Nick Anderson as Executive Director for the<br />

steam specialties business in EMEA and Jay<br />

Whalen as Executive Director for Watson-<br />

Marlow Pumps. These Directors bring<br />

considerable knowledge, experience and<br />

diversity to the Board, and we look forward<br />

to their valuable contribution.<br />

Corporate governance<br />

The Board is ultimately responsible for<br />

ensuring that the Group achieves its<br />

strategic objectives, which leads to<br />

sustainable growth in shareholder value.<br />

In doing so, the Board and its Committees<br />

operate to the highest ethical standards<br />

and corporate governance practices,<br />

setting the tone for the entire organisation<br />

and for our other business stakeholders.<br />

We believe that good governance is about<br />

managing the business effectively and<br />

in a way that is honest, transparent and<br />

accountable. Corporate governance reporting<br />

and disclosure best practice have been<br />

developing rapidly. We have taken a further<br />

significant step in our <strong>2012</strong> <strong>Annual</strong> <strong>Report</strong><br />

to improve the explanation of our strategy,<br />

objectives and business model, and to<br />

enhance the disclosures relating to the work<br />

of Board Committees, risk management,<br />

Board remuneration and how we comply<br />

with the provisions of the UK Corporate<br />

Governance Code, all of which I hope you<br />

find interesting and helpful.<br />

Prospects<br />

Global economic growth progressively<br />

slowed throughout <strong>2012</strong> and many European<br />

economies are back in recession. We<br />

anticipate that low rates of industrial production<br />

growth will persist in most of our mature<br />

markets in 2013, with higher rates of growth in<br />

our emerging markets, particularly in Asia.<br />

2013 has started in line with our expectations<br />

and we look to generate our own sales growth<br />

by capitalising on our investments in market<br />

development and in new products, and by<br />

further penetrating our mature markets.<br />

We have developed a robust and resilient<br />

business model, with excellent revenue<br />

diversification across geographic regions,<br />

industries, end-user customers and products,<br />

and with a high proportion of sales coming<br />

from replacement products and from our<br />

customers’ maintenance budgets. These<br />

fundamental strengths, combined with our<br />

growth strategies and the full-year benefits<br />

of the cost reductions in <strong>2012</strong>, give the Board<br />

confidence that the Group will make further<br />

progress in 2013.<br />

Bill Whiteley<br />

Chairman<br />

4 <strong>Spirax</strong>-<strong>Sarco</strong> <strong>Engineering</strong> <strong>plc</strong> <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2012</strong>

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