TIDMUPGS
RNS Number : 6404F
UP Global Sourcing Holdings PLC
17 November 2020
17 November 2020
UP Global Sourcing Holdings plc
"Ultimate Products" or the "Group" or the "Company"
Posting of Annual Report and Accounts and Notice of Annual
General Meeting
Ultimate Products (LSE: UPGS), the owner, manager, designer and
developer of an extensive range of value-focused consumer goods
brands, announces that, following the release of its final results
statement on 3 November 2020, it has today published its Annual
Report and Accounts ("the Annual Report") for the year ended 31
July 2020.
The Company also announces that it will hold its Annual General
Meeting at 2.00pm on Friday 11 December 2020 at the Company's
registered office at Manor Mill, Victoria Street, Chadderton,
Oldham, OL9 0DD. The evolving situation in relation to COVID-19 and
related governmental restrictions may significantly impact the
ability of shareholders to attend the Annual General Meeting.
Shareholders are strongly encouraged to very carefully consider
public health and government advice at the time of the Annual
General Meeting and to exercise their right to cast their votes in
respect of the business of the Annual General Meeting by voting via
proxy. Shareholders are strongly encouraged to appoint the Chairman
of the Annual General Meeting as their proxy.
It is currently expected that the Annual General Meeting will be
held as a physical meeting at the venue specified above, but this
may be subject to change. Shareholders should regularly check the
Company's website for updates in relation to the Annual General
Meeting and such updates will also be announced via Regulation
Information Service. Shareholders planning to attend the meeting
must register with 2020agm@upgs.com by 12.00 pm on 7 December 2020
so that the Company knows who will be attending the meeting in
person and can plan to take measures to ensure safety and to apply
any social distancing guidelines. Registered attendees will also be
issued with the Company's COVID-19 safety protocol for attending
the meeting following registration. Shareholders who do not
register in advance by 12.00 pm on 7 December 2020 may not be
permitted to attend the meeting in person to ensure the safety of
other attendees and social distancing compliance.
Copies of the Annual Report and the Notice of the 2020 Annual
General Meeting are available to view on the Company's website:
www.upgs.com . They have also been submitted to the National
Storage Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/nsm in compliance with paragraph 9.6.1 of
the FCA Listing Rules. Copies of these documents, together with a
form of proxy for use in connection with the 2020 Annual General
Meeting, have been posted or made available to the Company's
shareholders.
The final results statement and presentation of 3 November 2020
included a set of condensed financial statements and a fair view of
the development and performance of the business and the position of
the Company.
The information contained within the final results statement,
together with the information set out below, all of which is
extracted from the Annual Report for the year ended 31 July 2020,
constitute the requirements of the Disclosure and Transparency Rule
6.3.5(2)(b).
This announcement is not a substitute for reading the full
Annual Report.
Directors' responsibility statement
The following Directors' responsibility statement is extracted
from the Annual Report and Accounts (page 108):
The Directors are responsible for ensuring that the Annual
Report and Accounts, taken as a whole, are fair, balanced and
understandable, and provide the information necessary for
shareholders to assess the Group's performance, business model and
strategy.
Directors' responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
-- The Group Financial Statements have been prepared in
accordance with International Financial Reporting Standards
(IFRSs), as adopted by the European Union, and Article 4 of the IAS
Regulation, and give a true and fair view of the assets,
liabilities, financial position and profit and loss of the
Group.
-- The Annual Report includes a fair review of the development
and performance of the business and the financial position of the
Group and parent company, together with a description of the
principal risks and uncertainties that they face.
Principal risks and uncertainties
The following description of the principal risks and
uncertainties that the Group faces is extracted from the Annual
Report and Accounts (pages 22 to 28):
Risk management approach
The Board is responsible for the Group's risk management and
internal control systems and for reviewing their effectiveness,
supported by the Audit and Risk Committee. We review our business
regularly to identify and document key business risks. Once
identified, risks are assessed according to the likelihood and
impact of the risk occurring and an appropriate mitigating response
is determined. This risk mitigation plan is then regularly
monitored.
The table below sets out the Group's principal risks as
determined by the Board, the gross risk movement from the prior
year and the corresponding mitigating actions. This represents the
Group's current risk profile and is not intended to be an
exhaustive list of all risk and uncertainties that may arise.
Key to Risk Movement
NR
No change Increased Decreased New Risk
Area Risk Mitigation Movement
Macroeconomic Macroeconomic trends The Group's international
factors affecting consumer business provides
confidence and reducing economic diversity
non-food spending, and some protection
including those as against a downturn
a result of Brexit in the UK economy.
and COVID-19 (discussed
below), could affect Despite the challenging
retail demand. Furthermore, market conditions,
an increase in food the Group sees the
prices could similarly opportunity to increase
reduce non-food spending its market share by
with consumers prioritising developing new customer
food expenditure. relationships, particularly
internationally via
its German showroom
and international
sales team and by
continued growth in
online channels.
The Group's products,
being mass-market
and value-led, are
well-placed in the
event of an economic
downturn.
------------------------------- ---------------------------------- ----------
Brexit Following the UK's The Board continues
departure from the to monitor developments
EU in January 2020, in this area and assess
there remains considerable the potential impact
uncertainty around of Brexit on volumes,
future trading arrangements margin and supply
after the transition chain to ensure that
period. Such economic the business is well
and political volatility prepared and able
continues to contribute to adapt to the eventual
to an already challenging outcome.
retail market .
The Group maintains
A 'no deal' Brexit a foreign exchange
could result in a hedging policy to
further weakening mitigate the impact
of Sterling, border of short--term currency
disruption and the fluctuations. The
introduction of trade Group's international
tariffs, putting additional sales also offer economic
pressure on gross diversity and some
margin and adversely protection against
impacting upon consumer movements in Sterling.
demand and trading
performance. Only a small proportion
of the Group's international
sales are conducted
over an EU border
(the majority being
carried out on either
on an FOB or direct
delivery basis), therefore
the impact of Brexit
upon turnover and
margins is considered
to be manageable.
Similarly, a substantial
majority of the Group's
products are sourced
from China and are
therefore already
subject to World Trade
Organisation rules,
therefore the impact
of trade tariffs upon
purchases is expected
to be minimal.
------------------------------- ---------------------------------- ----------
COVID-19 The Group could experience The Group's first NR
supply chain disruption priority is the health
in the event that and well-being of
factories are closed its colleagues. Measures
in a future lockdown to protect its employees
scenario. Demand side include home--working
could also suffer to reduce numbers
disruption due to at the office and
the closure of non-essential facilitate social
retail stores. Operations distancing, as well
could be impacted as a comprehensive
by employee absenteeism range of strict safety
and travel restrictions measures to safeguard
as a result of the those colleagues working
virus. at the Group's sites
against the spread
In the longer term, of the virus.
the COVID--19 pandemic
may have a significant Established practices
and prolonged impact are in place for our
on global economic colleagues in China
conditions which could to follow in order
reduce consumer demand to manage supply chain
for the Group's products. disruption. Such practices
were followed on lockdown
in China earlier in
the year, reducing
the impact on FY 20
revenue which was
estimated at GBP0.8
m.
Demand for the Group's
products is partially
protected by its range
of customers including
supermarkets, who
typically remain open
during a lockdown,
along with its online
platforms which, similarly,
continue to operate
and become consumers'
main channel for buying
general merchandise
during a lockdown
The Group's UK buying
team remain in close
contact with the team
in China, who can
continue factory visits
and maintain a focus
on innovation whilst
non-Chinese nationals
face travel restrictions.
The Board continues
to monitor the situation
in each of the countries
in which the Group
operates, in order
that it can react
to the latest local
Coronavirus guidelines
and respond to changing
dynamics by implementing
protective financial
and operational measures
when necessary.
The Group's products,
being mass-market,
value-led and innovative
are well-placed in
the event of an economic
downturn. T he Group
has adequate funding
headroom to withstand
a reduction in revenue
and margin as a result
of the pandemic (see
Viability Statement
on page 29).
------------------------------- ---------------------------------- ----------
Margin pressure A tough retail environment The Group's strategy
and the impact of of international growth,
weakened Sterling expansion of online
(discussed above) channels and increased
could put pressure penetration of supermarkets
on gross margin. In continues to provide
addition, increased greater diversity
resource requirements and a balanced-margin
could also put pressure portfolio.
on net margin.
The Group also employs
a combination of margin-enhancing
initiatives including
monitoring profitability
of individual product
lines, continued product
innovation and refreshing
product ranges, balanced
against the need to
ensure that our products
remain competitive.
Furthermore, the Group
seeks to constantly
develop and implement
productivity improvements.
------------------------------- ---------------------------------- ----------
Customer concentration A significant proportion The Group continues
of the Group's turnover to develop relationships
is derived from a with other existing
small number of customers. customers and target
Loss of a key customer new customers, particularly
could have an adverse internationally, in
impact on the Group's order to widen its
turnover and operating portfolio and spread
profit. risk. In addition,
in-store penetration
A decline in traditional of the Group's brands
high-street shopping and products offers
in favour of online some commercial protection
shopping could impact against customer loss.
the Group's sales
and operating profits. The Group continues
to focus on growing
online sales in order
to provide further
diversification from
traditional bricks
and mortar retailers.
Furthermore, investment
into warehouse automation
in FY 20 has generated
additional capacity
and sufficient headroom
to support further
growth in the online
segment.
------------------------------- ---------------------------------- ----------
Loss of continuity A major loss of continuity The Group maintains
of supply of in the supply of goods close relationships
goods for resale for resale could adversely with its suppliers
affect the Group's through regular factory
revenue and operating visits and interaction
profit. with its local teams.
Wherever possible,
Heavy reliance on multiple sources of
China as a source supply are sourced
of products. Any deterioration for major products.
in, or changes to
political, economic The Group closely
or social conditions monitors developments
in China could disrupt in China and continues
the supply of goods to consider and use
or result in higher alternative sources
product cost prices. when practicable and
viable.
COVID-19's potential
impact on the supply
of goods for resale
is referred to above.
------------------------------- ---------------------------------- ----------
Retention of Failure to develop A high level of new
competitive and enhance our product product development
advantage through range and ensure that focus is maintained
innovation products continue and monitored by the
to have resonance Board. This has continued
with consumers, or to be a priority despite
lack of awareness the COVID-19 outbreak,
of trends and changes facilitated by our
in consumer behaviour, local Chinese team
could result in loss working with our UK
of our competitive buying team as referred
advantage, which could to above. Buying teams
impact on the Group's and senior management
turnover and margins. attend trade shows
and carry out store
and factory visits
to ensure that they
are in touch with
the latest consumer
demands and trends.
------------------------------- ---------------------------------- ----------
Brands Failure to renew or The risk of non-renewal
delays in renewing is mitigated by maintaining
licences for key brands strong revenues to
could impact turnover. and good working relationships
with licensors. Licences
Failure to develop are negotiated for
or acquire new brands as long as possible
could restrict growth, and as early as possible,
given the Group's in order to provide
brand-led strategy. greater certainty
around future revenues.
The Group continues
to develop a 'second
tier' of brands and
monitors opportunities
to acquire new brands.
------------------------------- ---------------------------------- ----------
Stock As the share of landed Stock levels and purchasing
management sales increases due are closely managed,
to online growth and with all purchase
increased sales from orders being reviewed
stock, the Group may by senior management
experience upward before being placed.
pressure on stock The Group's "Critical
levels. Inefficient Path" system facilitates
stock management could close management of
result in overstocking, the completion and
which may adversely timing of purchase
affect working capital. orders placed.
Conversely, understocking
could limit the Group's Stock is categorised
ability to take advantage between 'free' and
of these opportunities. (pre) 'sold' to ensure
that management focus
As a result of COVID-19, on higher risk items.
the Group may be at 'Free' stock is reviewed
an increased risk at Director level
of deferrals or cancellation and prompt actions
of orders, customer are taken where necessary.
returns and slow stock
turn.
------------------------------- ---------------------------------- ----------
Legal and regulatory Failure to comply The Board monitors
with legal and regulatory the changing landscape
requirements, both of laws and regulations.
in the UK and in other New legal and regulatory
countries in which requirements are discussed
the Group operates, by the Audit and Risk
could result in fines Committee whose members
or adverse impact contribute insight
on the Group's reputation. and experience of
such matters. External
technical and consulting
expertise is sought
when required.
The Group has procedures
for ensuring ongoing
compliance with legal
obligations, including
external annual audits,
and runs a programme
of new-starter/ refresher
annual training.
------------------------------- ---------------------------------- ----------
Human Failure to attract The Group's Graduate
resources and retain high-quality Development Scheme,
individuals, both along with links to
in the UK and internationally, local universities,
could impact on the provides a steady
delivery of the Group's inflow of high-quality
strategies. staff to support the
future growth of the
Group, whilst the
Group's Senior Management
Development Programme
and its Introduction
to Leadership course
aim to create a succession
of employees into
senior roles.
A number of steps
are taken to encourage
the retention of the
employees, including
the SAYE and PSP share
ownership schemes
to incentivise its
workforce and to further
improve retention.
------------------------------- ---------------------------------- ----------
Cyber security Risk of cybercrime The Group continues
with the potential to review and invest,
to cause operational where appropriate,
disruption, loss of in the development
key systems, loss and maintenance of
of online sales, theft our IT infrastructure,
of data or reputational systems and security.
damage. An external IT security
audit is carried out
on an annual basis
to ensure that any
weaknesses in our
systems are identified
and can be rectified.
During the year, a
comprehensive evaluation
of the Group's cyber
security was carried
out in order to reduce
the risk of a cyber-attack
whilst ensuring a
rapid and clean recovery
from such an attack.
New employees receive
IT training to increase
awareness of cyber
risk.
Disaster recovery
and business continuity
plans are in place.
------------------------------- ---------------------------------- ----------
Financial risks The Group's operations
expose it to a variety
of financial risks
that include the following:
price risk The Group continually
monitors the price
and availability of
materials and labour
but the costs of managing
the exposure to price
risk exceed any potential
benefits given the
extensive range of
products and suppliers.
foreign currency The Group's exposure
risk to foreign currency
risk is partially
hedged by virtue of
invoicing a proportion
of its turnover in
US Dollars. In addition,
the Group maintains
a hedging policy and
uses foreign exchange
forward contracts
to reduce the risk
of volatility in revenue
and cost of goods.
credit risk The Group's sales
are primarily made
with credit terms,
exposing it to the
risk of non-payment
from customers. The
Group has implemented
policies that require
credit checks on potential
customers and the
maintenance of appropriate
credit limits. The
Group maintains a
high level of credit
insurance on its trade
receivables, averaging
in excess of 97 %
insured over FY 20
with the uninsured
accounts closely monitored.
Trade receivable balances
are vigilantly managed
and prompt action
taken on overdue accounts.
liquidity risk Cash flow requirements
are monitored by short
and long-term forecasts,
with headroom against
facility limits and
banking covenants
assessed regularly.
Interest rate cash The Group's interest-bearing
flow risk liabilities expose
it to the financial
risks of changes in
interest rates. The
Group has a policy
of maintaining a portion
of its banking facilities
under the protection
of interest rate swaps
and caps to ensure
the certainty of future
interest cash flows.
------------------------------- ---------------------------------- ----------
For more information, please contact:
Ultimate Products +44 (0) 161 627 1400
Simon Showman, CEO
Andrew Gossage, Managing Director
Graham Screawn, Finance Director
Shore Capital + 44 (0) 20 7408 4090
Mark Percy
Edward Mansfield
Sarah Mather
Powerscourt +44 (0) 207 250 1446
Rob Greening
Sam Austrums
Notes to Editors
Ultimate Products is an owner, manager, designer and developer
of a series of well-known brands focused on the home, selling to
over 300 retailers across 37 countries. It has six product
categories: Audio; Heating and Cooling; Housewares; Laundry;
Luggage; and Small Domestic Appliances. Its brands include Beldray
(laundry, floor care, heating and cooling), Intempo (audio), Salter
(kitchenware), Constellation (luggage), and Progress (cookware and
bakeware).
The Group's products are sold to a broad cross-section of both
large national and international multi-channel retailers as well as
smaller national retail chains, incorporating discount retailers,
supermarkets, general retailers and online retailers. Its
best-selling products include frying pans, mugs and speakers,
selling approximately one million of each every year.
Founded in 1997, Ultimate Products is headquartered in Oldham,
Greater Manchester, where it has design, sales, marketing, buying,
quality assurance, support functions and warehouse facilities
across two sites. Manor Mill, the Group's head office, includes a
spectacular 20,000 sq ft showroom that showcases each of its
brands. In addition, the Group has an office and showroom in
Guangzhou, China and in Cologne, Germany.
Ultimate Products' graduate development scheme was launched in
2012 and in 2018 it welcomed its one-hundredth graduate. In total,
Ultimate Products now employs over 250 staff.
Please note that Ultimate Products is not the owner of Russell
Hobbs or Salter. The company currently has licence agreements in
place granting it an exclusive licence to use the "Russell Hobbs"
trademark for cookware (NB this does not include Russell Hobbs
electrical appliances) and the "Salter" trademark for electrical
and cookware (NB this does not include Salter scales).
For further information, please visit www.upgs.com
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