Annual Report 2020 and Notice of 2021 AGM

22 April 2021                                                                                                                           LEI: 213800R8JSSGK2KPFG21

Harworth Group plc

Annual Report 2020 and Notice of 2021 Annual General Meeting

Harworth Group plc ("Harworth" or the "Company" or the "Group") announces that it has today published its Annual Report and Financial Statements for the year ended 31 December 2020 (the "Annual Report 2020") and Notice of 2021 Annual General Meeting ("AGM"). 

The AGM will be held on Tuesday 25 May 2021 at 2:00 p.m. at Mercure Sheffield St. Paul's Hotel and Spa, City Suite, 119 Norfolk Street, Sheffield, S1 2JE. At present, due to continuing restrictions on public gatherings in England in response to the COVID-19 pandemic, shareholder attendance at the AGM is not possible. Given this, shareholders are encouraged to use the proxy facility to appoint the Chair of the meeting to cast their vote for them. If restrictions ease prior to the AGM, there are contingency plans in place to facilitate shareholder attendance and, in that event, a further announcement will be made ahead of the AGM via the Regulatory News Service and on the Company's website at www.harworthgroup.com/investors.

Shareholders can also submit questions in advance of the AGM by emailing them to [email protected]. Responses will be provided in writing as soon as practicable and, where a series of questions follow a common theme, responses will be published on the website at www.harworthgroup.com/investors.

Following the conclusion of the AGM the results will be announced via the Regulatory News Service and made available on the Company's website at www.harworthgroup.com.

Reference is made to the Company's preliminary results announcement published on 16 March 2021 (RNS number 4640S), when it was announced that a final dividend for the 2020 financial year of 1.466p is proposed. Subject to shareholder approval at the AGM, the final dividend will be paid on 28 May 2021 to shareholders on the register at the close of business on 7 May 2021. The ex-dividend date will be 6 May 2021.

The following documents have been posted or made available to shareholders today:

1.         Annual Report 2020;

2.         Notice of 2021 AGM; and

3.         Form of proxy for the 2021 AGM.

A copy of each of the above-mentioned documents has been submitted to the National Storage Mechanism and will be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Both the Annual Report 2020 and the Notice of the 2021 AGM can be viewed at, and downloaded from, the Company's website at www.harworthgroup.com/investors.

In addition to the information in the Company's preliminary results announcement published on 16 March 2021, in accordance with Rule 6.3.5(2)(b) of the Disclosure and Transparency Rules, the Company also sets out below the following extracts from the Annual Report 2020 in full text:-

Statement of Directors' responsibilities

Principal risks and uncertainties

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS

The Directors are responsible for preparing the Annual Report and 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 have prepared both the Group and the Company Financial Statements in accordance with International Financial Reporting Standards (IFRS) adopted pursuant to Regulation (EC) No.1606/2002 as it applies in the European Union and in accordance with the Companies Act 2006.

Under Company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group and Company for that period.

In preparing the Financial Statements, the Directors are required to:

·    select suitable accounting policies and then apply them consistently;

·    make judgements and accounting estimates that are reasonable and prudent;

·    state whether applicable IFRSs adopted pursuant to Regulation (EC) No.1606/2002 as it applies in the European Union 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 Group and Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the Financial Statements comply with the Companies Act 2006.

The Directors are also responsible for safeguarding the assets of the Group 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 Company's website www.harworthgroup.com. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility statements

Each of the Directors who were in office during the year ended 31 December 2020 and up to the date of this Report (see the list of names and roles on page 134 of the Annual Report 2020) confirms that, to the best of his or her knowledge:

·    the Group and Company Financial Statements, which have been prepared in accordance with applicable IFRSs adopted pursuant to Regulation (EC) No.1606/2002 as it applies in the European Union and in accordance with the Companies Act 2006, give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group and Company; and

·    the Strategic Report includes a fair review of the development and performance of the business and the position of the Group and the Company, together with a description of the principal risks and uncertainties they face; and

·    the 2020 Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group's and Company's position, performance, business model and strategy.

Disclosure of information to the auditor

Each of the Directors who were in office at the date of approval of this Report also confirms that:

·    so far as he or she is aware, there is no relevant audit information of which the auditors are unaware; and

·    each Director has taken all the steps that he/she ought to have taken as a Director to make himself/herself aware of any relevant information and to establish that the Group's and Company's auditors are aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 Companies Act 2006.

This Statement of Directors' Responsibilities was approved by the Board and signed by order of the Board:

Chris Birch
Group General Counsel and Company Secretary
22 April 2021
 

PRINCIPAL RISKS AND UNCERTAINTIES

Within our 2019 Annual Report, we presented the risk profile of the business both on a "business as usual" basis and with a "COVID-19" overlay. Ahead of publication of the Annual Report 2020, the Directors have carried out a robust assessment of the Company's principal and emerging risks. Given its prolonged impact, our Group Risk Register (GRR) now reflects risk on a COVID-19 basis only. As would be expected, the materially higher risk environment attributable to COVID-19 is reflected in a higher than normal risk profile across some of our principal risk categories.

Changes in the status of our principal risks

Our principal Markets risks have returned to a "medium" risk status, reflecting underlying strength in our core industrial and residential markets, albeit the latter is expected to increase in risk as we head towards the end of 2021. There have been reductions across our Finance risk category including our capital, income and cashflow risks, reflecting strong 2020 financial performance and metrics, and our valuations risk, now that material uncertainty clauses have been dropped and we have transaction evidence from the second half of 2020. However, our insurance risk has increased reflecting a very challenging 2021 renewal. In our People risk category, our resourcing risk has increased to a "high" risk status, reflecting resource stretch due to COVID-19 in the short-term and the growth trajectory of the business. However, our employee engagement and culture risks have reduced thanks to extensive work undertaken to promote internal communication, employee engagement and wellbeing. In our Social risk category, sustainability risk has increased, reflecting the growing impact of the climate change agenda on the business (as opposed to the impact of climate change itself which is measured in our Environment risk category).

A detailed analysis of our principal risk categories is set out on pages 35 to 39 of the Annual Report 2020.

CAUTIONARY STATEMENT AND DIRECTORS' LIABILITY

The Annual Report 2020 contains certain forward-looking statements which, by their nature, involve risk, uncertainties and assumptions because they relate to future events and circumstances. Actual outcomes and results may differ materially from any outcomes or results expressed or implied by such forward looking statements. Any forward-looking statements made by or on behalf of the Group are made in good faith based on current expectations and beliefs and on the information available at the time the statement is made. No representation or warranty is given in relation to these forward-looking statements, including as to their completeness or accuracy or the basis on which they were prepared, and undue reliance should not be placed on them. The Group does not undertake to revise or update any forward-looking statement contained in the Annual Report 2020 to reflect any changes in its expectations with regard thereto or any new information or changes in events, conditions or circumstances on which any such statement is based, save as required by law and regulations. Nothing in the Annual Report 2020 should be construed as a profit forecast.

The Annual Report 2020 has been prepared for, and only for, the shareholders of the Company, as a body, and no other persons. Neither the Company nor the Directors accept or assume any liability to any person to whom the Annual Report 2020 is shown or into whose hands it may come except to the extent that such liability arises and may not be excluded under English law.

ANNUAL GENERAL MEETING

The Notice of 2021 Annual General Meeting, to be held on Tuesday 25 May 2021 at 2:00 p.m. at Mercure Sheffield St. Paul's Hotel and Spa, City Suite, 119 Norfolk Street, Sheffield, S1 2JE, together with explanatory notes on the resolutions to be proposed is contained in a circular sent or made available to shareholders on 22 April 2021.

ENDS

Enquiries: 

ABOUT HARWORTH GROUP PLC

Listed on the premium segment of the main market, Harworth Group plc (LSE: HWG) is a leading sustainable regenerator of land and property for development and investment which owns, develops and manages a portfolio of approximately 16,000 acres of land on around 100 sites located throughout the North of England and Midlands. The Group specialises in the regeneration of large, complex sites, in particular former industrial sites, into new residential developments and employment areas (www.harworthgroup.com).