7 April 2014
Foxtons Group plc
Annual Report and Accounts 2013 and Notice of Annual General Meeting
Following the announcement on 11 March 2014 of its preliminary results for the year ended 31 December 2013, Foxtons Group plc (the "Company") announces that it has published its Annual Report and Accounts 2013.
The Company also announces that it will hold its inaugural Annual General Meeting at 10.00am on Wednesday 21 May 2014 at the Company's head office at Building One, Chiswick Park, 566 Chiswick High Road, London, W4 5BE.
Copies of the Annual Report and Accounts 2013 and the Notice of the 2014 Annual General Meeting are available to view on the Company's website at www.foxtonsgroup.co.uk and have also been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.hemscott.com/nsm.do.
Copies of those documents, together with a form of proxy for use in connection with the 2014 Annual General Meeting, are being posted or made available to the Company's shareholders today.
In compliance with DTR 6.3.5, the following information is extracted from the Annual Report and Accounts 2013 and should be read together with the Company's preliminary results announcement issued on 11 March 2014 (the "Preliminary Results Announcement") which can be viewed on the Company's website at www.foxtonsgroup.co.uk. Together these constitute the information required to be communicated in unedited full text through a Regulatory Information Service. This information is not a substitute for reading the full Annual Report and Accounts 2013.
DIRECTORS' RESPONSIBILITIES STATEMENT
The following responsibility statement is extracted from the Directors' Responsibilities Statement on page 47 of the Annual Report and Accounts 2013 and is repeated in this announcement solely for the purpose of complying with DTR 6.3.5. The statement relates to the full Annual Report and Accounts 2013 and not the extracted information contained in this announcement or the Preliminary Results Announcement:
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and Article 4 of the IAS Regulation and have elected to prepare the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing the parent company financial statements, the Directors are required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgments and accounting estimates that are reasonable and prudent;
• State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
In preparing the Group financial statements, International Accounting Standard 1 requires that Directors:
• Properly select and apply accounting policies;
• Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
• Provide additional disclosures when compliance with the specific requirements in IFRS are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and
• Make an assessment of the Company's ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Responsibility statement
Each of the Directors, whose names and functions are listed on pages 22 and 23, confirms that:
• To the best of their knowledge, the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole;
• To the best of their knowledge, the Annual Report and Accounts includes a fair review of the development and performance of the business and the position of the Company on a consolidated and individual basis, together with a description of the principal risks and uncertainties that it faces; and
• They consider, having taken advice from the Audit Committee, that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's performance, business model and strategy.
RELATED PARTY TRANSACTIONS
The following description of related party transactions involving the Company and its subsidiaries during the financial year ended 31 December 2013 is extracted from page 85 of the Annual Report and Accounts 2013 and is repeated in this announcement solely for the purpose of complying with DTR 6.3.5:
Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
Trading transactions
During the period, Group companies entered into the following transactions with related parties who are not members of the Group:
|
2013 £'000 |
2012 £'000 |
Interest on loan FSFV Limited Mizuho Corporate Bank Ltd |
3,185 428 |
4,180 1,223 |
Agency fee Mizuho Corporate Bank Ltd |
42 |
60 |
Commitment fee Mizuho Corporate Bank Ltd |
10 |
63 |
The following amounts were outstanding at the balance sheet date: |
|
|
|
Amounts owed to
related parties |
|
2013 £'000 |
2012 £'000 |
FSFV Limited Mizuho Corporate Bank Ltd Michael Brown |
- - - |
(40,515) (13,735) (14) |
Since October 2010, FSFV Limited ("FSFV") has held 100% of the subordinated debt. FSFV is wholly-owned by funds advised by BC Partners. Funds advised by BC Partners also ultimately hold 22.3% of the equity in the Company via Adnams BBPM Holdings Limited. During the year ended 31 December 2013, principal repayments of £42.2 million were made on the subordinated debt (year ended 31 December 2012:nil).
Mizuho held part of the senior debt and during the year ended 31 December 2013 the outstanding debt was fully repaid, with payments totalling £13.7 million (year ended 31 December 2012: £11.4 million). Mizuho owned 25% of the share capital of the Company until 14 March 2012, at which point it realised its interest.
Michael Brown is a Director of the Company.
Security arrangements on these loans are discussed in note 19.
Remuneration of key management personnel
The remuneration of the key management personnel of the Group is set out below in aggregate for each of the categories specified in IAS 24: Related Party Disclosures. Key management personnel are defined as the Chief Executive Officer and the Chief Financial Officer of the Group as well as the Chief Operating Officer of Foxtons Limited and the Chief Executive Officer of Alexander Hall Associates Limited.
|
2013 £'000 |
2012 £'000 |
Directors' remuneration - short-term employee benefits Remuneration of the highest-paid Director |
1,364 624 |
2,422 1,328 |
For further information please contact:
Foxtons Investor Relations
Jenny Matthews Tel: 020 7893 6484
