20645_Scapa_AR_160504

DIRECTORS REPORT
OTHER DISCLOSURES
Pages [57 to 58] inclusive (together with
sections of the Annual Report incorporated
by reference) constitute a Directors’ Report
that has been drawn up and presented in
accordance with applicable English
company law and the liabilities of the
Directors in connection with that report are
subject to the limitations and restrictions
provided by that law.
PRINCIPAL ACTIVITIES AND
BUSINESS REVIEW
Scapa Group plc is the holding company for
a global group of companies operating in the
manufacture of bonding materials and
adhesive components for applications in the
Healthcare and Industrial markets. A review
of the performance and future development
of the Group’s business is contained on
pages 1 to [29] and forms part of this report.
RESULTS AND DIVIDENDS
Trading profit was £21.3m (2015: £18.6m),
an increase of £2.7m. Exceptional charges
in the year were £6.6m (2015: £0.5m). No
interim dividend was paid to shareholders
(2015: £Nil). The Directors recommend
payment of a final dividend of 1.5p
(2015: 1.5p).
A profit before tax of £9.8m (2015: £13.7m)
was recorded for the year ended 31 March
2016, with basic and diluted earnings per
share of 4.1p and 4.0p respectively (2015:
6.5p and 6.2p respectively).
GOING CONCERN
In presenting the annual and interim financial
statements, the Directors aim to present a
balanced and understandable assessment
of the Group’s position and prospects. After
making enquiries, the Directors have a
reasonable expectation that the Group
has adequate resources to continue in
operational existence for the foreseeable
future. In arriving at this conclusion the
Directors have considered the committed
facility and assume that the facility can be
operated as contracted for the foreseeable
future because there is sufficient headroom
in the facility covenants. In performing this
analysis the Directors reviewed downside
sensitivity analysis over the forecast period
thereby taking into account the uncertainties
arising from the current economic climate.
The Group continues to adopt the going
concern basis in preparing the
financial statements.
ANNUAL GENERAL MEETING
The Annual General Meeting will be held on
19 July 2016 at the Village Hotel, Pamir Drive,
Ashton-under-Lyne, Tameside, Manchester
OL7 0PG. Details of the business to be
considered at the Annual General Meeting
and the Notice of Meeting are included in
a separate document.
SHARE CAPITAL
Details of the issued share capital, together
with details of the movements in the
Company’s issued share capital during the
year are shown in notes [26 and 27] to the
Company financial statements on pages [100
to 101]. The Company has one class of
ordinary shares which carry no right to fixed
income. Each ordinary share carries the
right to one vote at general meetings of
the Company.
There are no specific restrictions on the size
of a holding nor on the transfer of shares,
which are both governed by the general
provisions of the Articles of Association and
prevailing legislation. The Directors are not
aware of any agreements between holders
of the Company’s shares that may result in
restrictions on the transfer of securities or
on voting rights.
No person has any special rights of control
over the Company’s share capital and all
issued shares are fully paid.
Subject to the provisions of the Company’s
Articles of Association and the Companies
Act 2006, at a General Meeting of the
Company the Directors may request
authority to allot shares and the power to
disapply pre-emption rights and the authority
for the Company to purchase its own
ordinary shares in the market. The Board
requests such authority at each Annual
General Meeting. Details of the authorities
to be sought at the Annual General Meeting
on 19 July 2016 are set out in the Notice
of Annual General Meeting.
SHARE OPTIONS
Details of the Company’s share capital and
options over the Company’s shares under
the Company’s employee share plans are
given in notes [26 and 27] of the accounts.
PURCHASE OF OWN SHARES
At the forthcoming Annual General Meeting,
the Directors will once again seek
shareholders’ approval, by way of special
resolution, for the grant of an authority for the
Company to make market purchases of its
own shares. The authority sought will relate
to up to approximately 10% of the issued
share capital and will continue until the
Company’s next Annual General Meeting.
The Directors consider that the grant of the
power for the Company to make market
purchases of the Company’s shares would
be beneficial for the Company and
accordingly they recommend this special
resolution to shareholders. The Directors
would only exercise the authority sought if
they believed such purchase was likely to
result in an increase in earnings per share
and it would be in the interests of
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SCAPA GROUP PLC ANNUAL REPORT AND ACCOUNTS 2016