Post on 14-Mar-2016
description
SLR Holdings Limited Annual Report and Accounts 2007
solutions for today’s environment
PAGE : 03 Highlights
PAGE : 04 Chairman’s Statement
PAGE : 06 Chief Executive’s Review
PAGE : 08 Acquisitions
PAGE : 10 Energy
PAGE : 12 Waste Management
PAGE : 14 Planning & Development
PAGE : 16 Industry
PAGE : 18 Mining & Minerals
PAGE : 20 Financial & Professional
PAGE : 22 Sustainability
PAGE : 24 Board of Directors
PAGE : 26 Report of the Directors
PAGE : 31 Report of the Independent Auditors
PAGE : 32 Financial Statements
PAGE : 36 Notes to the Financial Statements
PAGE : 02
SLR is an international environmental consultancy with a network of offices in the UK, Canada and USA.
It provides advice and support on a wide range of strategic and site specific environmental issues to a diverse
and growing base of business, regulatory and governmental clients. SLR specialises in the energy, waste man-
agement, planning & development, industrial, mining & minerals and financial & professional sectors.
SLR Holdings Limited
Annual Report for the year ended 26 October 2007
More than 7 years
5 to 7 years
3 to 5 years
1 - 3 years
New for 2007
39%
9%
26%
12%
PAGE : 03
During the year, SLR has:
• achieved a 33% increase in revenue; the twelfth
consecutive year of double digit growth;
• delivered EBITA growth of 37% and maintained profit
margins amongst the best in the sector;
• sustained a high level of repeat revenue; almost 50% of
2007 revenues came from clients of more than five
years standing;
• achieved strong growth across all the sectors
in which it specialises;
• successfully completed the acquisition and integration
of Insite Environments Limited in the UK and SEACOR
Environmental Inc. in Canada;
• maintained its substantial investment in people,
geographic expansion and service extensions; and
• consolidated its position as a leading consultant in the
energy, natural resource and waste management sectors
which continue to experience strong growth.
Revenue Growth 1998 - 2007
Revenue by Length of Client Relationship
14%
35,000
30,000
25,000
20,000
15,000
10,000
5,000
01998 1999 2000 2001 2002 2003 2004 2005 2006 2007
EBITA Growth 1998 - 2007
6,000
5,500
5,000
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
01998 1999 2000 2001 2002 2003 2004 2005 2006 2007
Highlights
I am very pleased to report that SLR delivered another strong
performance in 2007, with all areas of the business continuing
to develop significantly.
SLR is a leading environmental consultancy providing advice and supporting services for
the planning, design, permitting, impact assessment, management, auditing and
remediation of assets and environmental liabilities. It has a broadly spread business in
terms of both the geographies and sectors it addresses, including the energy, waste
management, planning & development, industry, mining & minerals and financial &
professional sectors.
During the year, the successful integration of Insite Environments Limited in the UK and
SEACOR Environmental Inc. in Canada, demonstrated the ability of the management to
expand the Group by acquisition as well as organically. Both acquisitions were strategic;
both in terms of geographic expansion and additional technical resources and expertise.
As well as excellent financial performance, the Group continued to strengthen areas such
as corporate governance and corporate social responsibility, including SLR’s UK operations
becoming carbon neutral, and committing to take the whole Group carbon neutral in the
coming year.
Chairman’s Statement
PAGE : 04
SLR Holdings Limited
Group Results
Group turnover in 2007 increased by 33% to £31.6 million from £23.8 million in 2006.
Profit before interest, tax and goodwill amortisation increased by 37% to £5.6 million
in 2007 from £4.1 million in 2006, representing a margin of 18%. This strong
performance from the Group builds upon its long term track record of consistent
growth; average compound annual growth in turnover over the last three years has
been 28% and in profit before interest, tax and goodwill amortisation has been 33%
(based on management accounts in 2005).
Dividends
The Directors paid an interim dividend of 125p on each of the company’s shares in
November 2006. Total dividends of 13.22p per A1 ordinary share, and 2.49p per B
ordinary share were payable in the year ended 27 October 2006.
Balance Sheet and Cash Flow
Consolidated net assets at the year end stood at £6.9 million.
With strong cash conversion from operating profit, the net cash inflow from operating
activities was £5.2 million.
The year end consolidated balance sheet includes, within intangible fixed assets,
“goodwill” of £16.8 million. The goodwill is being amortised over the Directors’
estimate of its useful economic life.
Our People
SLR has a well-balanced Board, representing a wealth of both industry and
corporate experience which will prove invaluable as we take the business to its
next stage of development.
Our staff will always be the Group’s most important asset and I would like to take the
opportunity to thank them for the tremendous efforts they have made during the year
to achieve such a strong performance and to afford us an industry leading reputation.
Summary
2007 was another year of excellent progress for the Group. With a clear strategy in
place, and a strong team to deliver it, we are very well positioned to take the
business to its next stage of development.
John Crabtree
Chairman
Date : 23 May 2008
PAGE : 05
PAGE : 06
Chief Executive’s Review
In many ways, 2007 was a landmark year for SLR. As well as
continuing to achieve organic revenue growth among the best
in the sector, two strategic acquisitions were completed; Insite
Environments Limited in the UK and SEACOR Environmental
Inc. in Canada. The critical mass resulting from the combination
of internal growth and acquisitions has resulted in SLR being
recognised by the market as a peer of the major publicly
quoted companies for the first time.
In line with our overall strategy on corporate governance, SLR Consulting became
carbon neutral in 2007, and the commitment was made to make the whole group
carbon neutral in 2008. This was timely, as it is considered that 2007 will also be
recognised as the year when climate change, and the urgent need to address it, was
accepted as a reality by both government and the majority of the population (at
least in the UK and Europe).
Sustainability and waste management are considered by the UK’s environmental
consultancies to be the areas with the largest growth potential, whilst in North
America energy and natural resources are considered to be growing at the highest
rates. These areas are relatively insensitive to the economic climate and SLR is
extremely well placed to capitalise on the predicted growth.
The continued success of the Group is a combination of our underlying strategy and
the strength of the sectors in which we operate.
Strategy
The Group has a clear strategy focused on providing high quality consultancy and
advisory services to clients with whom it develops and retains long term
relationships. The strategy is based on organic growth, augmented by the selective
acquisition of high calibre companies to strengthen and extend our technical and
geographic coverage.
Development is targeted towards sectors which have high growth potential and
which are also sufficiently specialised to allow the Group to establish leading
market positions either in terms of market share or technical expertise. These
sectors include energy, waste management, planning & development, industry,
mining & minerals, and financial & professional.
SLR Holdings Limited
Whilst all of SLR’s business sectors performed well, UK waste management was
particularly strong as the effects of the EU Landfill Directive and the recent changes
to the tax regime impacted the industry. As the undoubted industry leader, SLR was
heavily involved in all aspects of waste related development, from advising major
investors entering the sector, to delivering new developments for the public and
private sector.
The integration of both Insite and SEACOR into SLR was undertaken in the latter part
of 2007. Insite was rebranded as SLR on 1 November 2007, and SEACOR on 1 January
2008. In both cases, the integration process went very smoothly, with no staff being
lost as a result the process, and indeed three months after its acquisition
SLR/SEACOR’s staff voted it to be the best environmental firm to work for in Canada.
The UK has continued to be our largest market, representing approximately 77% of
Group turnover for the 2007 financial year, whilst we have significantly grown
revenues from both the US, which now represents approximately 14% of Group
turnover, and from Europe, which now represents approximately 2% of Group
turnover. On an annualised basis including Canada, the turnover split would be UK
56%, Canada 32% and US 12%.
All of SLR’s business areas experienced growth at or above the overall level of the
environmental consultancy sector as a whole. Particularly strong growth was,
however, enjoyed in the financial and professional, energy, and waste management
business areas.
PAGE : 07
The success of the approach can be measured not only by the excellent growth
and profitability of SLR, but also by exceptionally high client satisfaction ratings
and client retention; almost 50% of the Group’s turnover in 2007 derived from
clients with whom we have worked for five years or more.
Market Overview
Current estimates suggest that the global environmental consultancy market is valued
at approximately £24bn. The US is the biggest market, estimated at £9bn, followed by
the European market at £7.5bn. The UK market makes up about £2bn of the European
figure when planning consultancy is included. The overall market is projected to
experience underlying annual growth of about 10%, although in the UK this is
currently closer to 20%. The growth figures exclude exceptional opportunities such
as nuclear decommissioning and new nuclear power stations.
The market is driven by:
• a high volume of new legislation and regulations;
• the high and rising cost of natural resources which drives development spending
on new assets and environmental remediation of existing assets;
• the Stern Review, Kyoto Protocol and security of energy supply issues stimulating
the move to local and sustainable energy sources;
• the introduction of financial penalties for non-compliance;
• an increased awareness of the reputational issues, responsibilities and liabilities
facing both private and public sector institutions; and
• lack of experienced staff resources within those public and private sector
institutions to address this complex and highly specialist area.
All of these factors are widely anticipated to be present for the foreseeable future,
providing an excellent platform for the sustained growth of both the overall
environmental market and SLR.
Operating Review
During the financial year, we continued to make significant investments to develop
the Group, with staff numbers increasing from 290 on 27 October 2006, to 577 on
26 October 2007.
In 2007, we opened offices in Bristol and Glasgow as well as acquiring additional
offices in Leeds and Newcastle upon Tyne as part of the Insite Environments
transaction. In North America, the acquisition of SEACOR Environmental Inc.
increased the number of offices to 24. During 2008, we plan to open new offices in
Chelmsford, Exeter and London in the UK, Dublin in Ireland, and in Indianapolis and
New York in the US.
Sector Sales Analysis 2007
waste management
energy
mining & minerals
planning & development
industry
financial & professional
35%
18%12%
14%
11%
10%
Insite had an established reputation for excellence in urban and landscape design, and
had implemented award winning landscape schemes which combined innovation, art
and practicality. With the addition of the 30 person Insite team, SLR now has one of
the leading urban design and landscape groups in the UK, allowing access to the largest
and most prestigious development schemes across the country and internationally.
Chief Executive’s Review Acquisitions
Insite Environments Limited
SEACOR had 17 offices across Canada, from Halifax in the east to Victoria in the west,
and is one of the few truly national environmental consultancies. Voted 2008
Environmental Employer of the Year in Canada, SEACOR’s core businesses of energy
and planning & development fit well with SLR’s established business in the US. Newly
rebranded SLR Consulting (Canada) Limited, the acquisition both consolidates SLR’s
position as a significant consultant in North America, and provides an ideal platform to
develop the sustainability and waste management markets where SLR is a major player
in the UK.
SEACOR Environmental Inc
PAGE : 08
SLR Holdings Limited
PAGE : 09
Chief Executive’s Review
With oil prices exceeding $100/barrel during 2007, and major oil companies
investing in tar sands assets which require an oil price in excess of $50/barrel
to be viable, it is clear that the energy market has powerful long term drivers.
Added to this, ongoing concerns over security of supply, particularly from
Russia, continue to drive exploration and permitting by the oil and gas
industry in politically more stable areas such as North America. The
development of new oil fields in Alaska is an example, for which SLR is
providing planning and permitting support.
The cost of energy is interconnected with concerns over climate change. The opening sentence of the Stern
review, published in 2006, stated “The scientific evidence is now overwhelming: climate change presents very
serious global risks, and it demands an urgent global response”. The report highlights risks including potential
water shortages for one-sixth of the world’s population, displacement of 200 million people as a result of
rising sea levels, and the extinction of up to 40% of the world’s species after just 2°C of warming.
In 2007, the Intergovernmental Panel on Climate Change published its Fourth Assessment Report (AR4),
which confirmed that climate change is no longer a matter of opinion but a measurable and
accelerating fact.
With the addition of the Canadian operations, energy represents about 30% of SLR’s business. This is made
up of upstream, midstream and downstream oil and gas, renewable energy including wind, biomass, biofuel,
hydroelectricity, energy from waste, and nuclear.
With the renewable energy market driven by sustainability and climate change issues and the fossil fuel
market driven by energy prices, as a significant international energy consultancy, SLR is in a remarkably strong
position to exploit this enormous market which has very solid long term growth prospects.
Energy
PAGE : 10
SLR Holdings Limited
Supporting major oil exploration programmes in Alaska
SLR is providing consulting services to major oil companies in
support of their upstream oil and gas exploration programs
throughout Alaska.
A key service provided is oil spill contingency planning, one
of the most rigorous of the regulatory requirements imposed
on the oil industry. The production of robust plans, compliant
with state and federal environmental legislation, is critical in
enabling them to explore, develop and produce oil and gas in
the arctic environment.
SLR is involved in the preparation of multiple oil spill
contingency plans for all the major oil companies operating
in the region as they seek to accelerate the development of
Alaskan oil fields and deliver crude oil to refineries across
North America.
In addition to preparing oil spill contingency plans, SLR is
delivering a broad array of consulting services to the oil
industry including emergency response management, habitat
mapping, contaminated site restoration and coastal
protection. With over thirty staff based in Anchorage and
Fairbanks, SLR is well positioned to increasingly expand its
technical service offerings and to become a dominant
provider of technical services to the oil industry in the state
of Alaska.
PAGE : 11
Chief Executive’s Review
PAGE : 12
Waste Management
SLR is recognised as the leading consultant to the waste management sector in the UK, and is undertaking an increasing
amount of work in this field in North America. As well as maintaining and expanding workload for public and private sector
waste clients, SLR’s services are increasingly in demand to support international financial institutions, particularly
infrastructure funds, who are increasingly attracted to the waste sector.
SLR Holdings Limited
With SLR’s unparalleled knowledge of both
the commercial and technical aspects of the
market, it is advising clients on technologies,
the impact of national waste strategy and
taxation on waste volumes and price, and
assisting with delivery strategy.
As predicted in last year’s annual report, there was a
significant move during 2007 towards energy from waste
(EfW) as a key element in delivering the UK’s waste treatment
targets. Having positioned itself over the last three years to
respond to this change, SLR is involved in some capacity in
over three quarters of the EfW schemes currently in the
planning and permitting phase in the UK.
As the market leader in the waste management consulting
field, the Group is uniquely placed to exploit development in
all aspects of the waste sector both in the UK and
internationally.
At the forefront in developing waste treatment infrastructure
SLR has developed a leading reputation in the UK for being able to provide wide ranging
and multi-disciplinary support and advisory services in connection with development of
waste treatment facilities. Driven by the Landfill Directive and associated tax escalator,
both public and private sector clients have been increasingly turning to SLR to assist
them in the development of such facilities.
SLR’s role over the last 2 years has become increasingly diverse. With emerging
technologies being promoted by operators and manufacturers, SLR’s specialist
technology and process engineering team have worked alongside company waste
strategy professionals to critically review and appraise the opportunities and
commerciality of various developments or investment opportunities. This has drawn on
SLR’s expertise in such treatment processes as anaerobic digestion (AD), auto-claving,
pyrolysis, gasification and mass burn incineration.
Market sector or technology advice has led to SLR being recognised as being able to
lead and advise on all aspects of the planning and permitting of major treatment facility
applications. During the year, SLR has actively been involved in the appraisal, planning or
permitting of more than a dozen major energy from waste (EfW) facilities, for most of
the UK’s leading waste management operators and several local authorities. These are
major applications for developments that typically cost between £100 and £200 million
and take several years to consent.
SLR’s wide ranging expertise has also enabled the company to support clients following
granting of a consent for a treatment facility. As an example, SLR has been involved in
the contract to construct the UK’s first major anaerobic digestion facility. The plant
which is located in the Western Isles of Scotland will segregate recylate, produce
compost but also generate in the order of 250kW of renewable electricity. SLR has also
supported clients with commissioning and technology advice relating to new mass burn
EfW facilities.
PAGE : 13
Planning & Development
PAGE : 14
Chief Executive’s Review
SLR Holdings Limited
Northumbria University City Campus – Courtyard design
When Northumbria University, based in the heart of Newcastle
upon Tyne, wanted to deliver a high quality external environment
that complimented the modern design and quality of two new
teaching buildings they turned to SLR’s landscape team.
The task was focussed on the Ellison Courtyard, a space
between the School of Design and the Law and Business
School. It was the interaction between the contrasting
academic disciplines that adjoin the courtyard that led SLR’s
designers to take their design inspiration from the human brain.
The left side of the brain is associated with verbal, logical and
analytical thought functions, while the right side excels in
visual, spatial and perceptual processes, with the ultimate
fusion of both styles of thought providing the platform for
learning. This fusion has been translated into an acclaimed
design of the external environments using both linear and
more fluid forms.
The design features a number of representations of the brain. In
the central courtyard, bands of slate extend from the School of
Design culminating in elliptical podia representing the synapses
of the brain and the flow of creative information to the School
of Business and Law. The podia have a functional purpose and
are now used as display platforms as well as being adopted by
the students for sitting and sunbathing in fine weather.
The implementation of the design was also managed by SLR’s
landscape team and the finished scheme has won many
plaudits from both landscape professionals and the students
themselves. Commenting on the scheme, the client manager,
Trevor Thurlow, Director of Estates at Northumbria University
has commented that “it was good when we first saw the
design, but now it’s full of students it’s fantastic. Working with
people with such vision has been a rewarding experience”.
PAGE : 15
The planning and development sector saw very strong growth
in 2007. The acquisition of Insite added an additional dimension,
with its portfolio of public sector clients, particularly in
education. One example of the innovative approach to design
which Insite has brought to SLR is the new courtyard design for
Northumbria University.
The planning and development sector is increasingly bringing together all of SLR’s core
skills to assist clients in designing and permitting sustainable developments of all
types. To be truly sustainable, whether a development is industrial, recreational,
commercial or residential, there are a myriad of factors which must be considered
including its environmental setting, transport infrastructure, building materials and
structures, energy sources and uses, water management and waste management. SLR is
one of the few environmental consultants who can assist clients on all these aspects.
With the complexity of planning and permit applications for major developments
meaning that they take several years to determine, the downturn in the property
market experienced in the latter part of 2007 is unlikely to affect the type of
strategic project which SLR undertakes for the commercial sector in the
foreseeable future.
In the public sector, SLR’s increasing profile has resulted in projects such as preparing
the environmental impact assessment (EIA) for Sutton Harbour, the venue for the
Olympic yachting in 2012, and significant work on major schools development
projects in Merseyside, Yorkshire and the North East of England.
PAGE : 16
Industry Chief Executive’s Review
SLR Holdings Limited
PAGE : 17
2007 was another challenging year for industry both in the UK
and North America, but for those clients who continued to run
successful operations, there were a number of significant
drivers which saw SLR’s workload in the sector continue to
expand at the rates experienced historically, with growth of
over 30% per annum for the last three years.
The most important factor is the increasing amount of environmental regulation
and enforcement, particularly in Europe. Following the explosion of oil storage
tanks at Buncefield in the UK, there has been particular focus on COMAH sites and
in particular bulk storage facilities. As a result, SLR has managed to develop a
particular niche in undertaking assessments for the whisky industry in Scotland (see
case study, right).
The increase in energy prices and the growing importance of sustainability is also a
significantly driver of consultancy work to industry. This plays to SLR’s strengths in
renewable and alternative energy and recycling, and assisting industry with corporate
social responsibility.
In North America, adding to a strong track record in the wood products sector with
JELD WEN and Columbia Forest Products, SLR Consulting (Canada) has a significant
industrial client base including Canadian Tire, Louisiana-Pacific and Volvo Trucks
The pressures associated with regulation, energy prices and CSR can only continue or
increase, so it is anticipated that the type of blue chip companies which form SLR’s
industrial client base will continue to require our advisory services
Helping the Scottish Whisky Industry
SLR’s services to the industrial sector have seen a significant
increase in their diversity and the size of projects undertaken.
The company’s process safety capability has grown as a
consequence of several projects in the waste, chemicals and oil
and gas sectors, leading to a major commission from Glen Turner
Distillery, a subsidiary of France’s second largest spirits group, La
Martiniquaise.
Glen Turner Distillery operates whisky maturation warehousing
and an 80 million bottle per annum bottling plant in West
Lothian, Scotland. New development includes a second tank
farm and six additional maturation warehouses. The site is
classified as a top tier major accident hazard site under the
Control of Major Accident Hazard (COMAH) Regulations given
the large volume (over 50,000 tonnes) of highly inflammable
liquid stored on site!
SLR was commissioned to provide process safety support and to
prepare the major accident hazard Safety Case as required by the
COMAH Regulations. This involved process safety support
comprising studies of engineering design standards and hazard
and operability (HAZOP) issues. The outcome was the
identification of a series of measures to reduce the risks to
operators and the environment.
SLR also prepared a Safety Case to demonstrate to safety and
environmental regulators that the risks from the process are as
low as reasonably practicable The risk assessment identified
major accident hazards and selected representative scenarios for
detailed assessment, reflecting those with the greatest severity
(e.g. catastrophic failure of a storage vessel) and a range of
hazards (e.g. flammable, toxic, ecotoxic). Fire and toxic hazard
ranges were calculated by SLR using specialist software.
Combined with frequency data for each scenario the safety
report presented an overall measure of the likelihood of a major
accident hazard at the site. A review of safety measures was then
undertaken to determine whether the risks were acceptable.
Where appropriate, risk reduction measures have been identified
for consideration prior to commencement of operations.
PAGE : 18
Chief Executive’s Review Mining & Minerals
SLR Holdings Limited
Sturton le Steeple – A major new source of aggregates for the Midlands
Lafarge Aggregates is a major producer of aggregates within the UK and is the world’s
largest construction materials supplier. The company supplies over 10% of the UK’s
demand for aggregates as well as more than 50% of the cement produced in Britain.
SLR has recently played a key role in securing Lafarge’s long term business within the
East Midlands by securing a planning consent for aggregates extraction at Sturton le
Steeple in the north of Nottinghamshire. This is a major new greenfield site which
will provide 7.5 million tonnes of high quality sand and gravel over a working life of 15
years. The development includes a major new modern processing facility and
ancillary infrastructure including a wharf and barge loading facility to enable materials
to be transported utilising the adjacent River Trent.
The restoration scheme will incorporate a mixture of lakes, reed beds, peat and
heathland to provide habitats to promote biodiversity and nature conservation,
whilst also providing an amenity for quiet recreational activity.
SLR achieved this result through a pro-active approach in which it supported Lafarge
in extensive pre-application consultations and discussions with stakeholders and local
residents as well as through a series of exhibitions and displays.
Following its formulation of the proposed detailed phased development programme,
SLR managed a detailed environmental impact assessment (EIA) of the proposals
using the wide range of technical expertise within SLR. In addition, SLR’s experienced
planning team undertook the overall project management and coordination of each
stage of the application process.
Following several years of detailed preparatory works, a planning application and
supporting environmental statement was submitted by SLR to Nottinghamshire
County Council in November 2006.
During public consultation there were no technical objections received to the
application and following discussions and negotiations on draft planning conditions,
planning consent was granted in November 2007.
PAGE : 19
SLR continues to be the leading
environmental consultant to the UK minerals
sector, experiencing significant growth in 2007.
The workload was again dominated by existing
clients who include all of the major players in
the UK market, as well as a myriad of medium
and small operators.
We provide a wide range of services from site finding, reserve
evaluation, site valuation, design, planning, permitting and EIA.
Clients are increasingly looking for full service consultancy, as
they outsource much of the development work traditionally done
internally. With our planning and development group we are
increasingly being asked to assist mineral companies to release the
full value of their land assets.
The global nature of the modern minerals business is creating
international opportunities, with the major operators in the UK all
having interests in Europe, North America and beyond. With the
expansion of SLR’s business in the US, we expect increasing
opportunities with these clients in North America.
On the mining side, the contract for Northern Dynasty Mines Ltd, at
the Pebble Deposit in Southwest Alaska, continued to increase in
scale as additional deposits of gold, copper, molybdenum and silver
were identified. SLR is undertaking hydrogeological investigations
and background trace element studies for the EIS and permitting of
the proposed mine. Access to much of the 260km2 site is only
possible by helicopter, which has made the drilling of over 150
monitoring wells and the sampling of water, soil and vegetation
particularly challenging.
In addition to Pebble, we continued to provide mining consultancy
services in Africa, and South America
We believe mining offers good short to medium term growth
prospects for the Group and that there is plenty of opportunity for
us to continue to increase our workload in this sector
Financial & ProfessionalChief Executive’s Review
PAGE : 20
Historically, SLR’s main clients in the financial and professional
sector were the mid-market private equity firms such as
Dunedin, Englefield, Gridiron and Phoenix.
SLR Holdings Limited
In 2007, whilst work for existing clients continued, as a result of SLR’s
growing reputation in the financial services sector, an increasing amount of
work was undertaken for both the larger private equity firms such as 3i and
Montagu, and for the major international infrastructure funds such as Global
Infrastructure Partners, Macquarie and UBS. As waste management is
increasingly dominated by major contacts involving capital expenditure of
hundreds of millions of pounds, it is becoming of significant interest to the
large infrastructure funds, and SLR is recognised as the leading European
advisor.
A number of strategic initiatives were implemented in 2007, or are planned for
the first half of 2008, to expand the level of local support in major financial
centres. This includes the opening offices in London and New York, and the
transfer of staff experienced in major M&A deals to our Toronto office. With
our established presence in California and Washington, SLR will have coverage
in all the major UK and US financial centres.
In addition to the financial market, we continue to provide specialist
environmental consultancy to professional services firms. The work normally
relates to niche areas such as ecology, flood risk, toxicology, and waste
management. As environmental consultancy becomes increasingly specialist
and complex, this workload is likely to increase, as unlike the large
multidisciplinary architectural and engineering firms, SLR is not perceived
as a competitor.
Montagu Private Equity and Global Infrastructure Partners
Environmental due diligence for £1.7 billion acquisitionof Biffa plc
SLR has become the leading environmental advisor to a range
of major financial institutions investing in the European waste
management sector. Having assisted Montagu Private Equity with
their highly successful investment in Cory Environmental, SLR
was retained by Montagu and Global Infrastructure Partners to
advise them on environmental aspects of their investment in
Biffa plc, one of the UK’s largest waste management companies.
As well as advising on potential environmental issues, SLR also
provided advice on strategic issues affecting the solid waste market
in the UK, particularly the impact of the Landfill Directive and
Landfill Tax on landfill and waste treatment.
SLR’s sector expertise and knowledge of the commercial aspects
of the waste sector helped Montagu and Global Infrastructure
Partners in their market due diligence of the UK’s leading waste
management companies, which is well placed to exploit the rapidly
changing waste market.
PAGE : 21
The climate change issues affecting SLR’s clients relate to both
what is already happening and what can be expected to happen in
the future, irrespective of efforts that are now being made to
stabilise and then reduce carbon emissions.
There are also many other sustainability issues, which often link
back to, or are affected by, climate change. These involve the
security of water and energy supplies, the maintenance of
biodiversity and of agricultural and fisheries systems and, ultimately,
the resilience of societies and organisations to respond to these
important issues.
The issues are so far reaching that they affect all of SLR's business
areas. Provision of advice on sustainability issues requires a holistic
view of the world and as such, a significant number of SLR's
technical disciplines provide advice, often as part of an integrated
team of sustainability specialists, on sustainability issues to clients
in the private and public sectors.
The Climate Change Bill in the UK has placed climate change issues
at the heart of all decision making and we expect all major planning
and regulatory decisions to have to take account of the effects of
these decisions on greenhouse gas emissions. SLR is well placed
through its existing planning and permitting teams to respond to
these changes to the regulatory regime and is already advising
clients on a wide range of carbon reduction strategies including the
development of renewable energy systems and better management
of waste. SLR’s ability to work in several business sectors is
identifying opportunities for SLR’s waste management industry
clients to work with its property development clients to provide
innovative solutions which reduce the amount of waste that is
being landfilled while providing significant amounts of energy
through combined heat and power (CHP) facilities.
While the UK is leading in terms of climate change legislation, it is
expected that other advanced economies will follow suit and SLR
expects its work in the sustainability field in these jurisdictions to
increase rapidly over the next 12 to 18 months.
PAGE : 22
Chief Executive’s Review
In all of the business sectors in which SLR operates, 2007
was a defining year in terms of the sustainability agenda.
The Stern Report, issued by the British government in
October 2006, identified the need for action arising from
the potential effect of climate change on the world’s
economy and forecasted that spending of 1% of global
GDP per annum on climate change mitigation could be
sufficient to prevent an eventual reduction of 20% in global
GDP due to the effects of unmitigated climate change.
While there is, in some quarters, still some uncertainty
as to what courses of action to follow, there are few,
if any, of SLR clients that are unaware of the challenging
issues that lie ahead, both in business and physical terms.
Sustainability
SLR Holdings Limited
PAGE : 23
Summary
Sustainability is increasingly becoming the key element in all types of development
across the globe. This is driven by regulation, public opinion and increasingly,
commercial imperative. In order to advise effectively on sustainability, consultants
must have a broad range of experts on issues as diverse as ecology, infrastructure,
energy, waste and water management and green buildings. Given the breadth of
expertise required, only a handful of major environmental consultancies, including
SLR, can provide clients with full service advice.
With the difficulties in recruiting quality staff, the barriers to entry are and will
remain high, giving the established consultants a major market advantage.
SLR’s strong management team and reputation, extensive range of expertise, and
our existing and developing international presence, mean that the Group is
extremely well placed to exploit the new opportunities presented by sustainability,
in addition to the existing areas of work which continue to develop significantly.
David Richards
Chief Executive
Date : 23 May 2008
Brent Cross Cricklewood - An example of state-of-the-artsustainable development
Over the past two years SLR has been a key member of the team
planning the Brent Cross Cricklewood (BXC) urban regeneration
project in north London.
The BXC scheme is one of the largest redevelopment projects in
London and extends to over 150 hectares of mixed use
development. It will produce some 10,000 new residential units,
400,000 m2 of commercial development and over 100,000 m2 of
retail development. Sustainable design has been a critical element of
the scheme and, in part, will be achieved through an imaginative and
unique approach to the management of waste.
The BXC masterplan includes the relocation of an existing waste
transfer station, and provision of a new state-of-the-art waste
management facility which will produce a refuse derived fuel for
powering a combined heat and power (CHP) plant that in turn will
meet all of the energy requirements of the proposed development
scheme (including power, heating and cooling). Waste from the
development itself will be transferred to the waste facility through
use of an innovative underground vacuum waste collection system,
thereby avoiding conventional waste vehicles.
The combination of renewable energy production and innovative
waste handling systems will serve to significantly reduce the carbon
footprint of the development. The overall performance of the
waste management scheme will also be impressive, achieving
recycling rates well in excess of 55%, with over 85% diversion of
waste from landfill.
Overall, the BXC scheme provides a unique opportunity to facilitate
very efficient use of renewable energy within a major regeneration
scheme in terms of heat, power, and cooling, thereby making a
significant contribution to the aim of increasing renewable energy
generation and use within London.
The sustainable energy generation and waste management aspects
of the scheme have been brought together using SLR’s in depth
knowledge of these issues and its experience in the delivery of
sustainable and realistic solutions to the requirements for low
carbon developments.
SLR Holdings Limited
Board of Directors
John Crabtree (57) – Non Executive Chairman
John joined as Non Executive Chairman of SLR Holdings Limited in October 2004. He was formerly the senior partner atBirmingham-based corporate law firm Wragge & Co, where he led the growth of the practice from a turnover of £15.7 million to a£77.8 million turnover, international business with 110 partners. John retired as senior partner in 2003 but retains a non-executive role.
John is also non-executive Chairman of Metalrax Group plc, Claimar Care Group plc and Birmingham Hippodrome Theatre Trust.He is also a Director of Advantage West Midlands, Warwick Racecourse Company Ltd, a non-executive Director of StafflineRecruitment Group plc and President of the Birmingham Chamber of Commerce.
David Richards (49) - Chief Executive
David is the Chief Executive of SLR Holdings Limited and Chairman of SLR Consulting Limited, SLR International Corporation and SLR Consulting (Canada) Limited, with overall responsibility for the management of the group. Having established the company in1994, he has led the management team responsible for developing the Group into one of the fastest growing and most profitableenvironmental consultancies in the UK.
Prior to joining SLR, David was a Senior Manager with Golder Associates, a major international environmental consultant, where hewas responsible for the management of the environmental group in the UK and played a key role in the European operations ofGolder Associates. David is a Chartered Engineer by profession.
Neil Penhall (43) - Executive Director
Neil has been Managing Director of SLR Consulting Ltd since 2001 and is also an Executive Director of SLR Holdings Limited. Neil has direct responsibility for the day to day operations and management of the UK consulting business and the strategicdevelopment and growth of the company.
Prior to joining SLR in 1995, Neil was a Principal Consultant responsible for the waste management group of US owned RustEnvironmental. He previously worked for Dames and Moore International (which has now become URS, the largest globalengineering design firm). During his 20 years in the environmental consulting sector, Neil has experience of both UK andinternational projects and business development.
Kevin Rattue (49) - Executive Director
Kevin Rattue is the President of SLR International Corp, responsible for the U.S. operations, as well as an Executive Director ofSLR Holdings Limited. Prior to joining SLR in 2000, Kevin was the Chief Operating Officer of SECOR International, a $100m turnoverinternational environmental consultancy with its head office in Seattle.
Kevin has 25 years of experience with environmental consultancies and oil companies and holds an MBA from the University of Birmingham. He also serves as a Director of the British-American Business Council (Pacific Northwest).
PAGE : 24
The SLR Holdings Limited Board is made up of eight directors, comprising five executive directors and three non-executive
directors. Two of the non-executive directors are independent, with the third nominated by ISIS Equity Partners.
Alan Sheppard (44) - Executive Director
Alan is an Executive Director of SLR Holdings Limited. Having joined in 1994, he has overall responsibility for the Energy and theFinancial & Professional business areas.
He has over 20 years of consulting experience, primarily in contaminated land and geotechnical engineering, in the UK and Canadahaving previously founded and managed SEACOR in Vancouver. Alan has extensive experience, including managing the assessmentand remediation of over 1500 petroleum facilities; supporting property transactions, planning applications and regulator liaisonthroughout the UK and Canada; and acting as an expert witness on such matters.
Faramarz Bogzaran (56) - Executive Director
Faramarz is President of SLR Consulting (Canada) Limited where he manages the SLR Group's Canadian operations and wasappointed as a director of SLR Holdings Limited on 11 September 2007.
Faramarz has 27 years of technical and management experience and joined SEACOR Environmental in 1998 as its President and CEObefore completing a management buy out in 2003. Over a 10 year period, Faramarz grew SEACOR's annual revenue from CAN $6Mto CAN $32M, and expanded the company so that it now has 200 employees across 18 offices.
Prior to joining SEACOR, Faramarz held a variety of executive management positions with environmental consultancy companies,waste management and remedial contracting organisations.
Faramarz serves the National Steering Committee on Contaminated Sites and the Canadian Center for Environmental EducationNational Advisory Committee.
Liz Jones (33) - Non Executive Director
Liz joined as a Non-Executive Director of SLR Holdings Limited at the time of ISIS Equity Partners’ investment in SLR. She is aDirector within the London team of ISIS, which undertakes investments in growing businesses such as SLR.
Liz joined ISIS in 2001 from Barclays plc where she spent seven years, the latter four within Barclays Ventures, where she completedeight private equity investments across a number of industry sectors. In addition to SLR, Liz is a Non-Executive Director of CareManagement Group Limited and Pathway Care Group Limited.
Nish Malde (49) - Non Executive Director
Nish joined in December 2002 as a Non-Executive Director of SLR Holdings Limited to assist the Board with strategyand corporate governance.
He was formerly Group Financial Director and Company Secretary of Country & Metropolitan PLC (“C&M”), between 1998 and 2005,where he was instrumental in the Group’s flotation on the main market of the London Stock Exchange in December 1999. During histime at C&M he was responsible for the Group’s finances, investor relations and provided close management support to the CEO.The Group grew from a market capitalisation of £7m to £75m upon its disposal in April 2005. He is also on the board of AIM listedcompany, Billam PLC, and is a director of property development company Inland PLC.
Prior to C&M, Nish qualified in 1985 as a chartered accountant with KPMG, specialising in advising owner managed businesses,before setting up a consultancy firm advising an extensive range of corporates.
PAGE : 25
Report of the directors for the year ended 26 October 2007
The directors present their report together with the
financial statements for the year ended 26 October 2007.
SLR Holdings Limited
PAGE : 26
Results and dividends
The profit and loss account is set out on page 32 and shows the profit for the year.
During the year an interim dividend of £1,347,300 (2006 - £71,250) was paid on the
company's A1 ordinary shares and an interim dividend of £276,296 (2006 - £Nil) was
paid on the company’s A2 ordinary shares. Interim dividends of £4,127,030 (2006 -
£Nil) were paid on the company’s B ordinary shares. In accordance with the
company's Articles of Association, final dividends of £Nil (2006 - £71,250) on the
company's A1 ordinary shares and £Nil (2006 - £76,558) on the company's B ordinary
shares are payable.
Principal activities
The principal activity of the company is that of a holding company for the SLR
group of companies, which provide environmental consultancy services from offices
in the UK and US.
Trading review
The results of the group for the period are set out on page 32 and the financial position
of the group is set out on page 34. Further information on the review of the business
and the directors’ expectation of the development of the Group’s activities for the
coming year are given in the Chairman’s statement and Chief Executive’s review on pages
4 to 23. Analysis of the key performance indicators (KPI’s) confirms the strong
performance of the business. When compared to year ended 27 October 2006, Group
revenue increased by 33%, with revenue per employee down from £89k to £85k. EBITA
increased by 37% with earnings per employee remaining at £15k. Client retention
remained excellent with almost 50% of the revenue derived from clients with whom
SLR has worked for 5 years or more.
Shareholder Structure
The shareholder structure at 26 October 2007 was as follows:
ISIS 27.55%
Directors and senior management 61.68%
Other employees 10.77%
Directors and their interests
A list of the present directors of the Group is given on page 24.
The directors of the company during the year, were as follows:
D G Richards
A J Sheppard
K G Rattue
N C Penhall
N Malde
J Crabtree
E Jones
F Bogzaran (appointed 11 September 2007)
At 26 October 2007, third party indemnity insurance for the benefit of the company’s
directors was in force.
Charitable donations
During the year the group made charitable donations of £6,283 (2006 - £3,020).
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial
statements in accordance with applicable law and United Kingdom Generally Accepted
Accounting Practice.
Company law requires the directors to prepare financial statements for each financial
year which 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 for that year. In preparing those financial
statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable 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 group will continue in business.
The directors are responsible for keeping proper accounting records which disclose with
reasonable accuracy at any time the financial position of the company and to enable
them to ensure that the financial statements comply with the Companies Act 1985.
They 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.
PAGE : 27
Financial instruments
The Group's operations expose it to a variety of financial risks including the effects of
changes in interest rates on debt, foreign currency exchange rates, credit risk and liquidity
risk. These are monitored by the board of directors and were not considered to be
significant at the balance sheet date.
Credit risk
The Group's policy in respect of credit risk, is to require appropriate credit checks on
potential customers before sales are made.
Cash flow and interest rate risk
Interest bearing assets comprise cash and bank deposits, all of which earn interest at a
market rate. The interest rate on bank borrowings is at market rate and the Group's policy
is to keep the bank borrowings within defined limits such that the risk that could arise
from a significant change in interest rates would not have a material impact on cash flows.
The directors monitor the overall level of borrowings and interest costs to limit any
adverse effects on the performance of the Group.
Liquidity risk
The Group's policy has been to ensure continuity of funding through acquiring an element
of the Group's fixed assets under hire purchase contracts and finance leases and arranging
funding for operations via medium and long term loans.
Foreign currency risk
The Group is exposed in its trading operations to the risk of changes in foreign currency
exchange rates. The main foreign currencies in which the group operates are the US and
Canadian Dollar. The group has trading entities within the USA and Canada to mitigate the
exposure to foreign currency risk in these markets. The Group does not use derivative
financial instruments.
Corporate Governance
SLR has had a strong system of governance in place throughout its existence. The Board
believes that current standards are commensurate with the nature and size of the
company, and consistent with listed companies of a similar size. The Board continues to
review corporate governance issues in the light of current best practice and seeks
continual improvement.
SLR Holdings Limited
PAGE : 28
Report of the directors for the year ended 27 October 2006
Board Composition and Operation
The board is made up of five executive directors and three non-executive directors.
The executive directors are:
David Richards (Chief Executive)
Neil Penhall (Managing Director of SLR Consulting Limited)
Kevin Rattue (President of SLR International Corp.)
Faramarz Bogzaran (President of SLR Consulting (Canada) Limited)
Alan Sheppard (Director)
The non-executive directors are:
John Crabtree (Independent Chairman)
Nish Malde (Independent Director)
Liz Jones (ISIS Equity Partners nominated Director)
The board meets regularly and where appropriate operates in a manner consistent with
the recommendations of the Combined Code on Corporate Governance.
The Audit, Remuneration and Nomination committees are formed, in each case, of two
non-executive directors and meet regularly to undertake their responsibilities in a
manner consistent with the recommendations of the Combined Code.
Operating Structure
A key element of the Group’s success is the clarity and efficiency of its management
structure and the quality of its management and accounting systems. The Group has
three operating companies; SLR Consulting Limited, SLR Consulting (Canada) Limited
and SLR International Corp., which operate from networks of offices in the UK, Canada
and the US respectively. The Group operates central accounting and HR functions in
each country, all of which report to the Group board.
Employment Policies
The Group’s business is based on attracting, retaining and motivating staff of the highest
technical quality, who are also commercial in their approach and committed to the
strategy and growth of the Group. The Board recognises that the retention and
motivation of existing employees and the attraction of new high calibre employees is
critical in a professional services company. As such, the Group uses a range of dedicated
and sophisticated methods to achieve this, including professional training and
development, a flexible approach to working hours and practices, and a wide range of
staff incentives incorporating government approved ownership schemes.
PAGE : 29
Employment of disabled persons
On the basis of information provided by applicants, and interviews conducted, SLR did
not receive any applications for employment by disabled persons during the year. Had
we done so they would have been assessed in accordance with our equal opportunities
policy, which confirms the Group’s commitment to apply employment criteria which
are fair, equitable and consistent regardless of an applicant’s race, creed, colour,
nationality, sex or disability.
Similarly, the records show that we do not currently employ any disabled staff, but
should we do so they will be treated in accordance with our equal opportunities policy
and be actively encouraged to partake in the career development and professional
training programmes which are available to all staff.
Employee involvement
As a professional services firm with wide employee ownership, SLR is committed to
providing all its employees with regular briefings on the development of the company
and key issues affecting its staff. This is achieved in a number of ways, using both the IT
systems and direct meetings and discussions.
In 2006, SLRNet, the Group’s intranet site, was launched which provides a wide range of
information to all staff including all employment policies, detailed financial information,
as well as news on employees, company development etc. In addition, the management
and senior technical staff convene regular staff meetings to update staff on the strategic
and local development of the Group, including the potential acquisition of other
companies. An essential part of these meetings is an open question and answer session
where all employees are encouraged to raise any issues they may have for discussion.
Career Development and Professional Training
The Group is committed to strong organic growth which provides clear opportunities
for staff to develop their careers within the Group. The Group also supports
professional development and has programmes in place to help employees achieve
Chartered status (or equivalent) in their chosen profession.
Employee Incentivisation
As well as providing staff with industry standard employment packages in terms of
salary and other benefits, the Group runs a discretionary bonus scheme to which all
staff are eligible. The Group also has a share option scheme and Employee Benefit Trust
to provide ownership to key employees. The employee ownership scheme is considered
by the Board to have been very successful in retaining key employees who are delivering
significant shareholder value.
Internal Control and Risk Management
The Group has always sought to minimise risk in all aspects of its operation. Primary
risks and risk mitigation measures are briefly considered below.
Strategic risks are limited in the Group’s business. It has a focussed strategy, closely
aligned with its capabilities and is operating in a rapidly growing market sector. The
environmental sector is largely regulatory driven, so the business has a low exposure to
political or general economic risk. The most significant risk is one of reputation and the
Group works hard to mitigate this risk by hiring high quality staff, and applying
appropriate quality management procedures. The nature of the environmental sector
tends to attract staff with high ethical standards. This is reinforced by the Group ethos
and procedures. The overall strategic risk and associated ethical risk are considered low.
The management has a track record of successful leadership and has considerable
strength and depth. The Group has a fast growing and highly motivated professional
staff, many of whom have significant shareholdings in the Group. Risks associated with
both management and key staff are considered low.
The Group has a broadly spread business in terms of sector, geography and client base.
The rapidly growing marketplace provides good opportunities to expand brand
recognition. In terms of suppliers, the Group makes limited use of subcontractors, all of
whom are subject to a strict approval process. Overall market risk, from either clients or
suppliers, is considered low.
The Group takes health and safety issues extremely seriously and has all appropriate
procedures in place. The Group normally undertakes work under its Standard
Conditions of Engagement. Where this is not the case, all non-standard contracts are
reviewed by a Director and referred to the Group’s legal advisors where appropriate.
The Group has a professional HR team who work with the Group’s legal advisors to
minimise risks associated with employment law. Notwithstanding the above, certain
sectors of the Group’s business, such as development clients, can be litigious, and there
is always some risk with employees. The overall legal and compliance risk is considered
low to moderate.
Financial risks mainly centre around the leveraged nature of the business, although the
level of profitability and the strong cash flow are considered to make this a moderate
to low risk. The Group has a robust accounting function which minimises systemic risk.
The US and Canadian accounting groups are small and, therefore, there is some risk as it
is difficult to fully separate functions and avoid self checking. The Board is aware of this
and appropriate steps will be taken as the company grows. Overall the financial risks are
considered low to moderate.
Overall the Board considers that risk management within the business is well managed,
although the Board continues to monitor the risk profile as the Group develops.
SLR Holdings Limited
PAGE : 30
Corporate Social Responsibility
The Board is committed to operating the Group in a socially and environmentally
responsible manner and ensures that appropriate policies are in place to achieve that.
The responsibility for ensuring compliance is delegated to the Board’s Executive
Directors, and by their nature to every employee in their dealings with their colleagues,
clients and the public at large.
The Group has existing policies covering Business Ethics, Environmental Standards, Equal
Opportunities, Family Support, Charitable Contributions, and Health and Safety. These
are subject to regular review, are amended and updated as appropriate and are as
follows:
Business Ethics
SLR expects all staff to behave in a professional manner at all times, maintaining the
highest standards of integrity, honesty and conduct, as well as obeying all applicable
laws. The Group works for many clients in the same business areas and encourages
employees to assess and report conflicts of interest, either personal or corporate, so
these can be avoided or resolved to the satisfaction of all parties.
Environmental Standards
As a leading international environmental consultancy, SLR is committed to improving its
environmental performance. Although, by its nature, it is not a business with substantial
direct environmental impact, the Group and its employees continually seek to minimise
that environmental impact in a manner consistent with a growing Group with its main
activities focussed on reducing the environmental impact of its clients.
Equal Opportunities
SLR is a people business and is committed to supporting all of its employees. We afford
equal opportunities to all employees and potential employees regardless of race, creed,
colour, nationality, sex or disability. We apply employment policies which are fair,
equitable and consistent with the skills and abilities of our employees and the needs of
the business. SLR will not perpetuate or condone any discriminatory act or attitude in
the conduct of our business with the public or our employees and any acts of racial or
sexual discrimination are regarded as disciplinary offences.
Family Support
The Group also recognises the importance of work/life balance in the wellbeing of its
employees. It has developed a series of “family friendly” policies, and has encouraged
part time working and job share, where these are consistent with the needs of the
individual and the Group.
Charitable Policy
The Group and its employees support charities at local and national level, and
employees are encouraged to support local communities.
Health and Safety
The Group is committed to achieving and maintaining high standards of health and
safety within the organisation. The Group board is responsible for health and safety
within the Group and for ensuring that safety remains a priority and an integral part of
its activities. The companies within the Group have appropriate general Health and
Safety policies, with specific Health and Safety plans and risk assessments being
developed for particular activities or sites. In certain instances, particularly in the oil
industry, the Group’s employees are inducted into our clients’ policies and procedures.
Where this is the case, and the policies are deemed reasonable and appropriate, the
Group requires its employees to conform to those procedures.
Auditors
All of the current directors have taken all the steps that they ought to have taken to make
themselves aware of any information needed by the company's auditors for the purposes
of their audit and to establish that the auditors are aware of that information. The
directors are not aware of any relevant audit information of which the auditors are
unaware.
BDO Stoy Hayward LLP have expressed their willingness to continue in office and a
resolution to re-appoint them will be proposed at the annual general meeting.
By order of the Board
J M Green
Secretary
Date : 23 May 2008
Report of the directors for the year ended 27 October 2006
PAGE : 31
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK
and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a
test basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and judgements
made by the directors in the preparation of the financial statements, and of whether
the accounting policies are appropriate to the group's and company's circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with sufficient
evidence to give reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or other irregularity or error. In forming
our opinion we also evaluated the overall adequacy of the presentation of information
in the financial statements.
Opinion
In our opinion:
• the group financial statements give a true and fair view, in accordance with United
Kingdom Generally Accepted Accounting Practice, of the state of the group's affairs
as at 26 October 2007 and of its profit for the year then ended;
• the parent company financial statements give a true and fair view, in accordance
with United Kingdom Generally Accepted Accounting Practice, of the state of the
parent company's affairs as at 26 October 2007;
• the financial statements have been properly prepared in accordance with the
Companies Act 1985; and
• the information given in the directors' report is consistent with the financial
statements.
BDO STOY HAYWARD LLPChartered Accountants and Registered Auditors
London
Date : 23 May 2008
To the shareholders of SLR Holdings Limited
We have audited the group and parent company financial
statements (the ''financial statements'') of SLR Holdings
Limited for the year ended 26 October 2007 which comprise
the consolidated profit and loss account, the consolidated
statement of total recognised gains and losses, the
consolidated and company balance sheets, the consolidated
cash flow statement and the related notes. These financial
statements have been prepared under the accounting
policies set out therein.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the financial statements in accordance with
applicable law and United Kingdom Accounting Standards (United Kingdom Generally
Accepted Accounting Practice) are set out in the statement of directors' responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal
and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair
view and have been properly prepared in accordance with the Companies Act 1985 and
whether the information given in the directors' report is consistent with those financial
statements. We also report to you if, in our opinion, the company has not kept proper
accounting records, if we have not received all the information and explanations we
require for our audit, or if information specified by law regarding directors' remuneration
and other transactions is not disclosed.
We read other information contained in the annual report and consider whether it is
consistent with the audited financial statements. The other information comprises only
the directors’ report, the highlights statement, the chairman’s statement and the chief
executive’s review. We consider the implications for our report if we become aware of
any apparent misstatements or material inconsistencies with the financial statements.
Our responsibilities do not extend to any other information.
Our report has been prepared pursuant to the requirements of the Companies Act
1985 and for no other purpose. No person is entitled to rely on this report unless
such a person is a person entitled to rely upon this report by virtue of and for the
purpose of the Companies Act 1985 or has been expressly authorised to do so by
our prior written consent. Save as above, we do not accept responsibility for this
report to any other person or for any other purpose and we hereby expressly
disclaim any and all such liability.
Report of the independent auditors
PAGE : 32
SLR Holdings Limited
Consolidated profit and loss account for the year ended 26 October 2007
Turnover
Cost of sales
Gross profit
Administrative expenses
Operating profit before goodwill amortisation
Goodwill amortisation
Operating profit
Interest receivable
Interest payable and similar charges
Profit on ordinary activities before taxation
Taxation on profit from ordinary activities
Profit on ordinary activities after taxation
2
Note
5
6
7
18
3 1 ,646,22 2
(1 4,7 78,66 1 )
1 6,867,56 1
(1 2,092,042)
5,627,497
(85 1 ,978)
4,7 75,5 1 9
3 24,4 1 7
(1 ,07 3,380)
4,026,556
(1 ,486,679)
2,5 39,87 7
2,7 34,542
(1 ,450, 1 98)
1 ,284, 344
(1 ,096,856)
302,00 1
(1 1 4,5 1 3)
1 87,488
2 3,798,6 1 4
Acquisitions
2007£
28,9 1 1 ,680
(13, 3 28,46 3)
1 5,583,2 1 7
(10,995 , 1 86)
5, 3 25,496
(7 3 7,465)
4,588,03 1
ContinuingOperations
2007£
Total
2007£
Continuing Operations
Total
2006£
( 1 1 , 3 1 0,296)
12 ,488, 3 1 8
(9, 1 03 ,94 1 )
4, 1 2 1 ,840
(7 3 7,463)
3 ,384,3 7 7
122,640
(820,947)
2 ,686,070
(1 ,03 1 ,022)
1,65 5,048
Profit for the financial year
Currency translation differences on net investments
Note
18 1,65 5,048
(24,602)
1 ,6 30,446
2006
£
2,5 39,87 7
60, 700
2,600,5 77
2007
£
Consolidated statement of total recognised gains and losses for the for the year ended 26 October 2007
The notes on pages 36 to 51 form part of these financial statements
All amounts shown relate to continuing activities.
PAGE : 33
Consolidated balance sheet at 26 October 2007
Fixed assets
Note
2007
£
2007
£
2006
£
Tangible assets 10 1 , 1 48, 1 55 725 , 1 89
Intangible assets
Current assets
Debtors
Cash at bank and in hand
Creditors: amounts falling duewithin one year
1 1 1 6,7 94, 1 69 12,8 1 7, 3 4 3
1 7,942,32 4 13,542,5 3 2
1 4,0 1 4,497
3,365,659
6,847,080
3,589, 1 3 7
1 7, 380, 1 56 10,436,2 1 7
(1 2,6 74,75 1 )
1 3
1 5 (6,7 28, 3 36)
4,705,405Net current assets 3,707,88 1
Creditors: amounts falling dueafter more than one year (1 5,766,856)1 6 ( 7,592,822)
6,880,87 3 9,6 5 7,5 9 1
Capital and reserves
36,368Called up share capital 32 ,95 1
602,606Share premium account 450 ,1 89
6,695 ,677Merger reserve 6,5 1 5 ,6 4 3
(45 3,7 78)
1 7
1 8
1 8
1 8
1 9
Profit and loss account 2,658,808
6,880,87 3Shareholders’ funds 9,65 7,59 1
2 2,647,729Total assets less current liabilities 1 7,250,4 1 3
2006
£
The financial statements were approved by the Board and authorised for issue on 23 May 2008
The notes on pages 36 to 51 form part of these financial statements
D G Richards
Director
PAGE : 34
SLR Holdings Limited
Company balance sheet at 26 October 2007
Fixed assets
Note
2007
£
2007
£
2006
£
Investments 1 2 1 7,97 7,677 10,888,8 1 8
Current assets
Debtors
Cash at bank and in hand
Creditors: amounts falling duewithin one year
5,5 78,787
2,562,62 1
3,067, 1 50
3,2 34,690
8, 1 4 1 ,408 6,30 1 ,840
(9,68 3,7 1 0)
1 3
1 5 (9,202,8 26)
(1 ,542 ,302)Net current liabilities (2 ,900,986)
Creditors: amounts falling dueafter more than one year (1 5,72 2, 1 6 1 )1 6 (7,504,692)
7 1 3,2 1 4 483 , 1 40
Capital and reserves
36,368Called up share capital 32 ,95 1
602,606Share premium account 450 ,1 89
74,240
1 7
1 8
1 8
1 9
Profit and loss account -
7 1 3,2 1 4Shareholders’ funds 483 , 1 40
1 6,4 35,3 75Total assets less current liabilities 7,987,83 2
2006
£
The financial statements were approved by the Board and authorised for issue on 23 May 2008
The notes on pages 36 to 51 form part of these financial statements
D G Richards
Director
PAGE : 35
Consolidated cash flow statement for the year ended 26 October 2007
The notes on pages 36 to 51 form part of these financial statements
2007
£
2007
£
2006
£
2006
£
Net cash inflow from operating activities
Note
22 5,20 1 ,299 4, 1 84,96 3
Returns on investments and servicing of finance
Interest received 1 56,5 74 1 22,640
Interest paid (1 , 309,7 3 3) (46 1 ,78 1 )
Interest element of finance lease rental payments (9,749) (1 3,606)
Non equity dividends paid (7 1 ,250)
(265,4 1 1 )
(1 42,500)
-
(1 ,06 1 ,4 1 4) (904,89 1 )
(95 , 1 24)
UK corporation tax paid
Overseas tax paid (1 1 ,6 16)
(1 , 1 56,5 38) (9 1 6,507)
Capital expenditure and financial investment
Purchase of tangible fixed assets
Sale of tangible fixed assets
(550,493) (382,465)
3 ,260 24,295
(547,2 3 3) (358 ,1 70)
Acquisitions and disposals
Purchase of trade
Purchase of subsidiary undertakings
Bank balances acquired with subsidiary undertakings
(1 3,8 39) -
(4,64 3,65 5) -
670,878 -
(3,986,6 1 6) -
(5,827, 1 84) (62,7 1 3)
(7 ,8 1 5 ,84 1 )
Equity dividends paid
Cash (outflow)/inflow before use of liquid resources and financing 2,3 52,326
Financing
1 54,702Share capital issued 2 7,088
Loans advanced in the year -
(5,5 20,229)Loan repayments in the year (1 , 296,93 7)
(75,002)Capital element of finance lease rental payments (72,042)
(4,294)Shares acquired by employee benefit trust (703)
7 ,306,485 (1 , 342,594)
(509, 356)23, 24(Decrease)/Increase in cash 1 ,009,7 32
(1 ,499,569) (495 ,247)Net cash outflow from returns oninvestments and servicing of finance
Taxation
(2,498,692)Loan stock repayments in the year -
1 5,2 50,000
Loan arrangement fees
PAGE : 36
1 Accounting policies
The financial statements have been prepared under the historical cost convention
and are in accordance with applicable accounting standards. The following principal
accounting policies have been applied:
Basis of consolidation
The consolidated financial statements incorporate the results of SLR Holdings
Limited and all of its subsidiary undertakings as at 26 October 2007 using the
acquisition method of accounting. The results of subsidiary undertakings are
included from the date of acquisition.
Goodwill
Goodwill arising on an acquisition of a subsidiary undertaking is the difference
between the fair value of the consideration paid and the fair value of the assets and
liabilities acquired. It is capitalised and amortised through the profit and loss account
over the directors' estimate of its useful economic life. Impairment tests on the
carrying value of goodwill are undertaken:
• at the end of the first full year following acquisition;
• in other periods if events or changes in circumstances indicate
that the carrying value may not be recoverable.
Goodwill arising on the acquisition of a company's trade and assets is the difference
between the fair value of the consideration paid and the fair value of the assets
acquired. It is capitalised and amortised through the profit and loss account over the
directors' estimate of its useful economic life.
Intangible assets
Intangible assets, other than goodwill, are stated at cost and are amortised through
the profit and loss account over the directors estimate of their useful economic life.
Impairment of fixed assets and goodwill
The need for any fixed asset impairment write down is assessed by comparison of the
carrying value of the asset against the higher of realisable value and value in use.
Turnover
Turnover represents the amounts (excluding VAT) derived from the provision of work
for clients during the year.
Services provided to clients during the year, which at the balance sheet date have
not been billed, have been recognised as turnover in accordance with Financial
Reporting Standard 5 'Reporting the substance of transactions': Application Note G
'Revenue Recognition'. Turnover recognised in this manner is based on an assessment
of the fair value of the services provided at the balance sheet date as a proportion
of the total value of the engagement. Provision is made against unbilled amounts on
those engagements where the right to receive payment is contingent on factors
outside the control of the company. Unbilled revenue is included in accrued income.
Notes forming part of the financial statements for the year ended 26 October 2007
Stocks
Long term contracts are assessed on a contract by contract basis and are reflected in
the profit and loss account by recording turnover and related costs as contract activity
progresses. Where the outcome of each long term contract can be assessed with
reasonable certainty before its conclusion, the attributable profit is recognised in the
profit and loss account as the difference between the reported turnover and related
costs for that contract.
Depreciation
Depreciation is provided to write off the cost less estimated residual values, of all fixed
assets, evenly over their expected useful lives. It is calculated at the following rates:
Plant and machinery - 20% - 33% per annum
Fixtures and fittings - 15% - 33% per annum
Motor vehicles - 33% per annum
Computer equipment - 33% per annum
Leasehold improvements - 5 years
Investments
Investments held as fixed assets are stated at cost less any provision for impairment
in value.
Deferred taxation
Deferred tax balances are recognised in respect of all timing differences that have
originated but not reversed by the balance sheet date except that the recognition
of deferred tax assets is limited to the extent that the company anticipates to make
sufficient taxable profits in the future to absorb the reversal of the underlying timing
differences. Deferred tax balances are not discounted.
Leased assets
Where assets are financed by leasing agreements that give rights approximating to
ownership ('finance leases'), the assets are treated as if they had been purchased
outright. The amount capitalised is the present value of the minimum lease payments
payable during the lease term. The corresponding leasing commitments are shown as
amounts payable to the lessor. Depreciation on the relevant assets is charged to the
profit and loss account.
Lease payments are analysed between capital and interest components so that the
interest element of the payment is charged to the profit and loss account over the year
of the lease and represents a constant proportion of the balance of capital repayments
outstanding. The capital part reduces the amounts payable to the lessor.
All other leases are treated as operating leases. Their annual rentals are charged to the
profit and loss account on a straight-line basis over the term of the lease.
SLR Holdings Limited
PAGE : 37
Foreign currency
Foreign currency transactions of individual companies are translated at the rates ruling
when they occurred. Foreign currency monetary assets and liabilities are translated at
the rates ruling at the balance sheet dates. Any differences are taken to the profit and
loss account.
The results of overseas operations are translated at the average rates of exchange during
the year and their balance sheets translated into sterling at the rates of exchange ruling
on the balance sheet date. Exchange differences which arise from translation of the
opening net assets and results of foreign subsidiary undertakings and from translating
the profit and loss account at average rate are taken to reserves.
Pension costs
Contributions to the Group's defined contribution pension schemes are charged to the
profit and loss account in the year in which they become payable.
Government grants and assistance
Grants (and similar assistance) of a revenue nature are credited to the profit and loss
account in the period to which they relate.
Financial liabilities and equity
Financial liabilities and equity are classified according to the substance of the
financial instrument's contractual obligations, rather than the financial instrument's
legal form.
Finance costs
Finance costs are charged to the profit and loss account over the term of the debt
so that the amount charged is at a constant rate on the carrying amount. Finance
costs include issue costs, which are initially recognised as a reduction in the
proceeds of the associated capital instrument.
Research and development
Expenditure on research and development is charged to the profit and loss account
in the year in which it is incurred.
FRS 20 'Share based payment'
The group has adopted FRS 20 'Share based payment' during the year ended 26
October 2007.
FRS 20 'Share based payment' requires the recognition of share-based payments at
fair value at the date of grant. Prior to the adoption of FRS 20, the group recognised
the financial effect of share based payments in the following way: when shares and
share options were awarded to employees a charge was made to the profit and loss
account based on the difference, if any, between the market value of the company's
shares at the date of grant and the option exercise price in accordance with UITF
Abstract 17 (revised 2003) 'Employee Share Schemes'. The credit entry for this charge
was taken to the profit and loss reserve and reported in the reconciliation of
movements in shareholders' funds.
In accordance with the transitional provisions of FRS 20, the standard has been
applied retrospectively to all grants of equity instruments after 7 November 2002
that were unvested as of 1 January 2006.
The impact of share based payments is a net charge to the profit and loss account
of £31,250 (share-based payment expense net of deferred tax of £10,507). The charge
in respect of prior years is immaterial. The share based payment charge is included
within administrative expenses.
Employee benefit trust
The cost of the company’s shares held by an employee benefit trust (“EBT”) is deducted
from shareholders’ funds in the company and group balance sheet. Any cash received
by the EBT on disposal of the shares it holds is also recognised directly in shareholders’
funds. Other assets and liabilities of the EBT (including borrowings) are recognised as
assets and liabilities of the company.
PAGE : 38
Notes forming part of the financial statements for the year ended 26 October 2007
SLR Holdings Limited
3 Employees
4 Directors
8,954,2 1 2
979,0 1 9
-
10,296, 1 82
1 5,000
1 ,283
-
1 6,283
Wages and salaries
Staff costs consist of:
Social security costs
Shared based payments
362,95 1 -Other pension costs
Group2006
£
1 1 ,982, 1 68
1 ,382,008
4 1 ,75 7
1 3,966,025
560,092
Group2007
£
Company2006
£
2 5,000
1 ,26 1
-
26,26 1
-
Company2007
£
The average number of employees, including directors, during the year analysed by category was as follows:
236
3 3
269
-
1
1
Technical
Management and administration
Group2006
£
3 2 6
47
3 7 3
Group2007
£
Company2006
£
-
1
1
Company2007
£
3 36,258 42 3,46 3Fees and remuneration for management services
1 09,584 1 7,995
445 ,842 44 1 ,458
Emoluments of the highest paid director:
98,247 1 28, 1 65
6,506
Emoluments
Pension 1 ,22 7
Payments to defined contribution pension schemes
Directors' emoluments consist of:
2007
£
2006
£
24,443,424
4,478,064
84,940
3 1 ,646,2 22
1 9,862,6 1 6
3,4 32,00 1
-
2 3,7 98,6 1 4
United Kingdom
United States
Rest of the World
2,08 3,5 54 -Canada
5 56,240 503,997Europe
2007
£
2006
£
During the year, the highest paid director exercised 7,773 share options (2006 - 6,000 options).
There were 4 (2006 - 4) directors in the Group's defined contribution pension schemes during the year and two directors who exercised share options during the year (2006 - 1).
2 Turnover
Turnover is wholly attributable to
the principal activity of the group
and arises in the following
geographic markets:
PAGE : 39
5 Operating profit
6 Interest payable and similar charges
Depreciation
This has been arrived at after charging/(crediting):
4 3 1 ,082 308,9 1 4- owned assets
72,265 74, 3 5 7- leased assets
85 1 ,978 7 37,463Amortisation
Hire of plant and machinery
3 50,95 1 2 95 ,1 5 5- operating leases
Hire of other assets
676,276 508,7 5 4
9,7 50 8,500
- operating leases
Fees payable to the company’s auditor for theaudit of the company’s annual accounts
56,200 48,276- the audit of the company’s subsidiaries
pursuant to legislation
1 6,850 16,900- tax services
4 1 ,900 1 3,405- all other services
(3 ,260) (2 1 , 74 3)Profit on sale of fixed assets
Fees payable to the company’s auditor andits associates for other services:
2007
£
2006
£
7 Taxation on profit from ordinary activities
The tax assessed for the year is higher than the standard rate of corporation tax
in the UK. The differences are explained below:
2007
£
2006
£
1 ,3 1 5,5 5 2 1 ,020,298UK corporation tax on profits of the year
25 2,584 1 1 ,6 1 6Overseas tax
(360) (892)Adjustment in respect of previous years
1 ,567,7 76 1 ,03 1 ,022
2007
£
2006
£
4,026,5 56 2,686,070
1 ,207,967 805,82 1
Profit on ordinary activities before tax
Profit on ordinary activities at the standardrate of corporation tax in the UKof 30% (2006 - 30%)
Effects of:
5 9, 1 4 1 96,5 75Expenses not deductible for tax purposes
247,765 2 1 4,989Goodwill on consolidation
30,835 (3,64 1 )Depreciation for the yearin excess of capital allowance
(9,205) (83 ,586)Losses utilised
(360)
(7 ,93 1 )
(28,5 3 3)
1 1 ,29 1
26,959
22,589
(892)Adjustment in respect of previous years
7,258 1 ,75 6Other items
1 ,567,7 76 1 ,0 3 1 ,02 2Current tax charge for year
-Movement in short term timing differences
-Share option deductions
-Tax credits receivable
-US state taxes
-Tax rate differences
2007
£
2006
£
946,459 305, 3 78Bank loans and overdrafts
67,3 3 2 230,989Other loans
36, 1 7 3 5 1 ,9 1 6Foreign exchange differences
9,749 1 3,606Hire purchase and finance leases
1 3 ,667 -Other interest
- 142, 500Dividends on A1 ordinary shares (13.22p per share)
- 76,5 58
1 ,07 3,380 820,94 7
Dividends on B ordinary shares (2.49p per share)
Current tax
-
1 ,03 1 ,0221 ,486,679
(8 1 ,097)Origination and reversalof timing differences
Deferred tax
PAGE : 40
Notes forming part of the financial statements for the year ended 26 October 2007
SLR Holdings Limited
Fixturesand fittings
£
MotorVehicles
£
Computerequipment
£
Leaseholdimprovements
£
Total
£
Cost
266,67 3 10,928 1 ,654,980 - 2 , 1 5 2,5 7 3At 28 October 2006
64,958 - 4 1 3,2 1 7 - 5 50,493Additions
(1 3, 1 88) - (1 8,43 1 ) - (3 2,947)Disposals
27, 740 609 2 3,469 5,6 1 3 70,270Exchange differences
830,3 1 3 29,250 2,7 7 3,4 1 9 8 1 ,490 4,2 1 9,280At 26 October 2007
Depreciation
1 86,05 3 3,3 4 1 1 , 1 09, 1 2 1 - 1 ,427,384At 28 October 2006
46,488 2, 1 86 387,448 1 ,438 503 , 347Provided for the year
(1 3, 1 88) - (1 8,43 1 ) - (3 2,947)Disposals
2 3,286 3 27 2 3,8 1 4 4,268 60, 1 88Exchange differences
622,548 1 1 ,660 2,042,226 63 , 1 60 3,07 1 , 1 25At 26 October 2007
Net book value
207,765 1 7 ,590 7 3 1 , 1 93 1 8,3 30 1 , 1 48, 1 55At 26 October 2007
80,620 7,58 7 5 45,859 - 7 25, 1 89At 27 October 2006
Assets held under finance leases and hire purchase contracts:
Net book value
45, 1 55 - 42,324 - 1 06,046At 26 October 2007
1 4,784 - 1 0 1 , 390 - 1 4 3,097At 27 October 2006
Group
484, 1 30 1 7,7 1 3 700, 1 84 75 ,877 1 ,478,89 1Acquired with subsidiaries
3 79,909 5,806 5 40,274 5 7,454 1 , 1 1 3, 1 5 3Acquired with subsidiaries
Plantand machinery
£
2 1 9,992
72,3 1 8
(1 , 3 28)
1 2,839
504 ,808
1 28,869
65,787
(1 , 3 28)
8,49 3
3 3 1 ,5 3 1
1 7 3,277
9 1 , 1 2 3
1 8,567
26,92 3
200,987
1 29,7 1 0
8 Dividends
9 Profit for the financial period
The company has taken advantage of the exemption allowed under section 230 of the Companies Act 1985 and has not presented its own profit and loss account in these
financial statements. The Group profit for the year includes a profit after tax of £5,787,403 (2006 - £709) dealt with in the financial statements of the parent company
2007
£
2006
£
4, 1 27,030 -B ordinary - (£1.25p per share)
Interim dividend
1 , 347,300 -A1 ordinary - (£1.25p per share)
276,296 -
5,7 50,626 -
A1 ordinary - (£1.25p per share)
10 Tangible assets
PAGE : 41
12 Fixed asset investments Subsidiary undertakings
The principal undertakings in which the company's interest at the year end is 20% or more are as follows:
Cost and net book value
At 28 October 2006
Additions
Company Country ofincorporationor registration
Class ofshare capital
held
Proportionof share
capital held
Natureof business
SLR Consulting Limited
SLR Group Limited
SLR International Corporation
England and Wales
England and Wales
USA
Ordinary
Ordinary
Ordinary
100%
100%
100%
Environmentalconsultants
Holding company
Environmentalconsultants
Name
SLR Consulting (Canada) Limited Canada OrdinaryPreferred
100%100%
Environmentalconsultants
Insite Environments Limited England and Wales Ordinary 100% Environmentalconsultants
SLR Intermediate HoldingCompany Limited
England and Wales Ordinary 100% Holding company
Shares in Groupundertakings
£
Details of investments in dormant subsidiary undertakings held by SLR Group Limited and SLR Intermediate
Holding Company Limited, are contained in those companies' financial statements.
The additions to fixed asset investments represent the purchase
of 100% of the share capital of Insite Environments Limited and
Seacor Environmental Inc. (now SLR Consulting (Canada) Limited
during the year. Further details of these acquisitions is contained
in note 26.
11 Intangible assets
The goodwill arising on consolidation is being amortised over the directors best estimate of its useful economic life, being between five and twenty years.
The purchased goodwill is being amortised over the directors best estimate of its useful economic life, being three years.
The addition to purchased goodwill during the year relates to the acquisition, in September 2007, of the trade of Udaloy Environmental by the company’s subsidiary, SLR
International Corporation. No assets or liabilities were acquired as part of this transaction.
Goodwill onconsolidation
£
Purchasedgoodwill
£
Total
£
Cost
1 4, 3 32,626 7 7,830 1 4,4 1 0,456At 28 October 2006
- (458) 7 ,629Exchange differences
1 9,097, 1 24 9 1 ,2 1 1 1 9,305 ,759At 26 October 2007
Amortisation
1 ,5 52,699-
4,642
40,4 1 4 1 ,5 93, 1 1 3At 28 October 2006
- - 4,642Exchange differences
2,3 78,5827 1 ,760 6 1 ,248 2,5 1 1 ,590At 26 October 2007
Net book value
1 6,7 1 8,5 4245,664 29,96 3 1 6,7 94, 1 69At 26 October 2007
1 2,7 79,927- 37,4 1 6 1 2,8 1 7, 3 4 3At 27 October 2006
Group
-6 1 ,85 7 - 6 1 ,85 7Acquired with subsidiaries
825,88 35,26 1 20,834 85 1 ,978Provided for the year
Otherintangibles
£
-
- - 1 09,3 3 7Acquired with subsidiaries 1 09,3 3 7
4,764,498 1 3,8 39 4,7 78,3 37Additions -
8,087
1 1 7,424
1 0,888,8 1 8
7,088,859
At 26 October 2007 1 7,977,677
15 Creditors: amounts falling due within one year
- -Bank overdraft (secured)
1 ,949,864 1 ,236,000Bank loans (secured)
1 56,55 7 1 4,2 5 1Trade creditors
6,2 5 3,7 34 7,3 95,298Amounts owed to Group undertakings
- -Taxation and social security
2 3,97 7
1 ,275,605
1 ,838,085
-
874,7 75
309,855
1 ,99 3,662
3,976,3 2 1
-
1 , 1 78,8 1 7
- -Corporation tax 402, 1 7 31 ,06 1 ,439
- -Obligations under finance leases and hire purchase contracts 74,50459,788
1 , 1 3 9,25 7 1 49, 1 98Other creditors 1 49, 1 981 , 1 3 9,25 7
- -Payments on account 692,5 40400,58 3
1 84,298 408,079Accruals 1 , 397,4792,5 55,029
9,683,7 1 0 9,202,8266,728,3 361 2,674,7 5 1
Company 2007
£
Company 2006
£
Group 2006
£
Group 2007
£
Notes forming part of the financial statements for the year ended 26 October 2007
PAGE : 42
SLR Holdings Limited
13 Debtors
14 Deferred taxation
The movement in the deferred tax asset is as follows: The deferred tax asset at the balance sheet date is analysed as follows:
Company 2007
£
Company 2006
£
- -Trade debtors
5,5 5 3,562 2,86 3,464Amounts owed by Group undertakings
- 186,67 5Other debtors
25,225 1 7 ,0 1 1Prepayments and accrued income
- -Amounts recoverable on contracts
5,5 78,787 3,067, 1 50
Group 2006
£
5,948,56 5
-
222,469
6 76,046
-
6,847,080
Group 2007
£
1 0,666,878
-
1 62,420
3,052,384
1 32,8 1 5
1 4,0 1 4,497
Included within other debtors is an amount of £151,933 (2006 - £Nil) which falls due for payment after more than one year
Group £
At 28 October 2006
Transferred from profit and loss account
Exchange differences
At 26 October 2007
Acquired with subsidiary
-
8 1 ,097
4,525
1 3 2,8 1 5
47, 1 9 3
2007
£
2006
£
89,442 -Accelerated capital allowances
3 3 ,8 39 -Short term timing differences
9,5 34 -
1 3 2,8 1 5 -
Unrelieved tax losses
16 Creditors: amounts falling due after more than one year
The bank loans are secured by a fixed and floating charge over the assets of the company and certain subsidiaries, the company’s shares in SLR Consulting (Canada) Limited
and an assignment of certain Keyman policies.
The fixed rate loan stock was secured by a fixed and floating charge over the assets of the company and certain of its subsidiary undertakings until its repayment during the year.
The 5% unsecured loan stock was repaid during the year.
Other creditors falling due after more than one year includes an amount of £2,365,000 representing A1 ordinary shares of £0.01 each and the related premium on issue, which
have been reclassified as liabilities under FRS 25.
Included within other creditors (both short and long term) are amounts totalling £2,554,930 which represent the estimated deferred consideration payable in connection with
the acquisition of Insite Environments Limited and Seacor Environmental Inc. (now SLR Consulting (Canada) Limited).
Company 2007
£
Company 2006
£
Group 2006
£
Group 2007
£
PAGE : 43
Within one year
Maturity of debt:
Group
In more than one year but not more than two years
In more than two years but not more than five years
After five years
Company
2007Bank Loans
£
1 ,99 3,662
2,2 34,947
8,4 78,602
1 ,2 36,7 38
1 3,943,949
2007Deferred
Consideration£
1 , 1 3 7 ,867
62 3,0 1 3
7 94,050
-
2,5 54,930
2007Finance Leases
£
5 9,788
32, 1 75
2,3 3 1
-
94,294
2006Bank Loans
£
1 ,2 75 ,605
1 ,2 5 3,290
1 ,405,000
-
3,9 3 3,895
2006Loan Stock
£
-
-
2,498,692
-
2,498,692
2006Finance Leases
£
74,504
49,3 32
2 1 ,508
-
1 45, 344
Within one year
In more than one year but not more than two years
In more than two years but not more than five years
After five years
1 ,949,864
2,2 28,865
8,4 74,495
1 ,2 36,7 38
1 3,889,962
1 , 1 3 7 ,867
62 3,0 1 3
7 94,050
-
2,5 54,930
-
-
-
-
-
1 ,2 36,000
1 ,2 36,000
1 ,405,000
-
3,87 7,000
-
-
2,498,692
-
2,498,692
-
-
-
-
-
1 1 ,940,098 2,64 1 ,000Bank loans (secured)
- 1 ,97 7,3 3 7Fixed rate loan stock 2010 (secured)
- 5 2 1 , 3555% unsecured loan stock
- -Obligations under finance leases and hire purchase contracts
3,782,06 3 2,365,000Other creditors
2,658,290
1 ,97 7,3 3 7
5 2 1 , 355
70,840
2,365,000
1 1 ,950,287
-
-
3 4,506
3,782,06 3
1 5,722, 1 6 1 7,504,6927,592,8221 5,766,856
In addition to the above amounts, other creditors amounting to £2,365,000 for both the company and group fall due for repayment after more than five years in respect of the A1
ordinary shares of £0.01 each.
Included within bank loans for the Group and Company are amounts totalling £13,889,962, of which £1,236,738 falls due for repayment after five years. These amounts are repayable
by quarterly instalments and bear interest at a rate of 2.25% above the Lloyds Bank plc base rate.
Notes forming part of the financial statements for the year ended 26 October 2007
SLR Holdings Limited
PAGE : 44
The following events took place during the year in respect of the company’s
share capital:
- on 27 March 2007, the company passed a resolution to increase the authorised share
capital by the creation of an additional 750,000 B ordinary shares of £0.01 each;
- on 4 June 2007, the company issued 30,000 B ordinary shares of £0.01 each as part of
the consideration for the acquisition of Insite Environments Limited. The fair value of
each share issued was £1.60 but the company has taken advantage of the merger relief
provisions of the Companies Act 1985 and recorded these shares at their nominal value
in its own balance sheet. The difference between the fair value and nominal value of
the shares issued has been included within the merger reserve in the consolidated
financial statements; and
- on 11 September 2007, the company issued 83,229 B ordinary shares of £0.01 each as
part of the consideration for the acquisition of SLR Consulting (Canada) Limited. The fair
value of each share issued was £1.60 but the company has taken advantage of the
merger relief provisions of the Companies Act 1985 and recorded these shares at their
nominal value in its own balance sheet. The difference between the fair value and
nominal value of the shares issued has been included within the merger reserve in the
consolidated financial statements.
In addition to the above, 228,463 (2006 – 41,600) B ordinary shares of £0.01 each were
issued for a total consideration of £154,702 (2006 - £27,040).
The holders of the A1 ordinary shares are entitled to a variable cumulative preferential
dividend, as specified in the company's Articles of Association, except that they are not
entitled to such dividend if and to the extent that the payment in respect of any
financial year exceeds 50% of the total amount of profit available for distribution for
that year.
The holders of the B ordinary shares are entitled to a cumulative dividend, for the
financial years of the company ending 31 October 2005 and 31 October 2006,
equivalent to 14% of the Net Profit (as defined in the company's Articles of Association),
up to a maximum in any one financial year of £140,000.
The holders of the B ordinary shares are also entitled to serve notice on the company
that they wish to convert these shares into an equal number of Deferred shares. The
holders of the Deferred shares are not entitled to attend or vote at any general meeting
of the company, or participate in any profits or assets of the company.
2007£
2006£
1 0,7 79 1 0,7 79A1 ordinary shares of £0.01 each
3,243 3,243A2 ordinary shares of £0.01 each
45,087 3 7,587B ordinary shares of £0.01 each
5 9, 1 09 5 1 ,609
2006Number
1 ,077,840
3 24,25 3
3,7 58,7 3 1
5, 1 60,824
2007Number
Authorised
2007£
2006£
2006Number
2007Number
Allotted, called up and fully paid
1 ,077,840
3 24,25 3
4,508,7 3 1
1 0,7 79 1 0,7 79A1 ordinary shares of £0.01 each 1 ,077,8401 ,077,840
2,2 1 0 2 ,2 1 0A2 ordinary shares of £0.01 each 2 2 1 ,03 72 2 1 ,03 7
34, 1 58 30,74 1B ordinary shares of £0.01 each 3,074,2 1 13,4 1 5 ,903
36,368 32,95 13,2 95,2483,6 36,940
5,9 1 0,824
17 Share capital
PAGE : 45
On a share sale, where the ordinary share value is less than the amount which results
from a value per ordinary share of £2.19 and, save as set out in the first proviso below,
on a return of assets on liquidation or capital reduction or otherwise, the ordinary share
value or assets of the company remaining after the payment of its liabilities shall be
applied as follows:
(i) first, in paying to the holders of the A1 ordinary shares of £0.01 each, the issue price
per A1 ordinary share, together with any arrears of the cumulative preferential dividend,
or return of capital plus a premium of 45p per A1 ordinary share;
(ii) second, in paying to the holders of the B ordinary shares the issue price per B
ordinary share together with any arrears of the cumulative dividend;
(iii) and the balance of such value or assets shall be distributed amongst the holders of
the A ordinary shares and B ordinary shares pari passu, provided that once the holders
of these shares have received the sum of £1,000,000 per share, the holders of Deferred
shares shall be entitled to a payment of £1 per Deferred share, with the balance being
distributed amongst the holders of the A ordinary and B ordinary shares pari passu.
In the event that on a return of assets on liquidation or capital reduction or otherwise
the amount payable to the holders of the A ordinary shares would result in a payment
of £2.19 or more per A ordinary share, the provisions of (i) and (ii) above will not apply.
Additionally, on a return of assets on liquidation or capital reduction or otherwise, the
amount payable to the holders of the A ordinary shares shall not exceed 50% of the
assets of the company available for distribution.
Warrants
The company has issued warrants to subscribe for up to 103,216 A2 ordinary shares at
a price of £0.01 per share. Any warrants not exercised by the time of the earlier of
(i) a share sale or listing and (ii) 1 May 2015 will lapse.
7 February 2005
Date of grant
EMI share option scheme
28 March 2007
27 January 2005
7 February 2005
8 August 2005
28 March 2007
11 September 2007
Grantedduring
the year
1 07,4 1 8
-
1 07,4 1 8
Exercisedduring
the year
(1 3 7,400)
-
(1 85,200)
Lapsed during
the year
(900)
(1 ,000)
(7 ,900)
Optionscarried
forward
86,300
1 06,4 1 8
3 7 7,9 1 8
ExercisePrice
£
0.65
1 .60
ExercisePeriod
November 2004 - November 2009
November 2007 - November 201 1
Optionsbroughtforward
2 24,600
-
6 March 2006 - (47,800) (6,000) 1 85,200 0.76 November 2006 - November 20102 39,000
46 3,600
Unapproved share option scheme
-42,520 (22,690) (200) 1 9,630 0.65 November 2004 - November 2009
-1 8,400 (4,600) - 1 3 ,800 0.65 November 2004 - November 2009
-1 4,000 (3,500) - 1 0,500 0.65 November 2005 - November 2009
28,000- - - 28,000 1 .60 November 2007 - September 201 1
1 1 8,000- - (2 ,000) 1 1 6,000 1 .60 September 2008 - September 2010
1 46,0001 3 7,285 (43,263) (3 ,800) 2 36,22 2
1 January 2006
6 March 2006
-1 9,500 (3,900) - 1 5 ,600 0.65 November 2006 - November 2010
-42,865 (8,5 7 3) (1 ,600) 3 2,692 0.76 November 2006 - November 2010
Share options
Notes forming part of the financial statements for the year ended 26 October 2007
SLR Holdings Limited
PAGE : 46
Sharepremium account
£
Mergerreserve
£
Profit and lossaccount
£
450, 1 89 6,5 1 5,6 4 3 2,658,808At 28 October 2006
1 5 2,4 1 7 1 80,034 -Share capital issued in the year
Group
Company
- - 2,5 39,87 7Profit for the year
- - (5 ,750,626)Dividends
- - 60,700Exchange differences
- - (4,294)Shares acquired by employee benefit trust
- - 4 1 ,7 57Share based payment
602,606 6,695,67 7 (45 3,7 78)At 26 October 2007
450, 1 89 -At 28 October 2006
1 5 2,4 1 7 -Share capital issued in the year
- 5,787,403Profit for the year
- (5 ,7 50,626)Dividends
- (4,294)Shares acquired by employee benefit trust
- 4 1 ,7 57Share based payment
602,606 74,240At 26 October 2007
Sharepremium account
£
Profit and lossaccount
£
5,787,403 709Profit for the year
(5 ,750,626) -Dividends
36,777 709
1,65 5,048
-
1,65 5,048
2,5 39,87 7
(5,750,626)
1 5 5 ,8 3 4 2 7,088Share capital issued in the year
- -Exchange differences
2 7,088
(24,602)
3 35 ,868
60,700
(4,294) (709)Shares acquired by employee benefit trust (709)(4,294)
4 1 ,7 57 -Share based payment -4 1 ,7 57
2 30,074 27,088Net movement in shareholders’ funds 1 ,656,825(2,7 76,7 1 8)
483, 1 40 456,05 2Opening shareholders’ funds 8,000,7669,65 7,59 1
7 1 3,2 1 4 483, 1 40Closing shareholders' funds 9,65 7,59 16,880,87 3
(3,2 1 0,7 49)
Group2007
£
Group2006
£
Company2007
£
Company2006
£
19 Reconciliation of movements in shareholders’ funds
18 Reserves
PAGE : 47
20 Commitments under operating leases
As at 26 October 2007, the group had annual commitments under non-cancellable operating leases as set out below:
21 Pensions
The Group operates defined contribution pension schemes. The assets of the Schemes are held in independently administered funds. The pension cost charge represents
contributions payable by the Group to the funds. At 26 October 2007 there were outstanding contributions payable to the funds totalling £61,222 (2006 - £nil).
Operating leases which expire:
79,3 1 8 20,266Within one year 98,46 31 04,7 49
2 25, 1 3 7 3 79,608In two to five years 34 3, 1 0 1924,829
1 3 7,750 -Over five years -1 1 5 ,880
442,205 399,87444 1 ,5641 , 1 45,458
2007Land andBuildings
£
2007
Other
£
2006Land andBuildings
£
2006
Other
£Group
Operating profit
Amortisation 7 37,46385 1 ,978
3,384,3 7 74,7 7 5,5 1 9
Depreciation 38 3,27 1503, 3 47
Share based payment -4 1 ,7 57
Loan arrangement fees 3 2,0041 2 1 ,636
Profit on the sale of fixed assets (2 1 , 74 3)(3 ,260)
Exchange differences (20,097)1 95,724
Decrease in stocks 1 1 ,802-
Increase in debtors (1 , 3 35,628)(1 ,936,5 1 8)
Increase in creditors
Net cash inflow from operating activities
1 ,0 1 3,5 1 465 1 , 1 1 6
4, 1 84,9635,20 1 ,299
2007
£
2006
£
22 Reconciliation of operating profit to net cash inflow from operating activities
Notes forming part of the financial statements for the year ended 26 October 2007
SLR Holdings Limited
PAGE : 48
24 Analysis of net debt
Other non-cash changes of £2,411,155 represent deferred consideration arising on acquisitions in the year, exchange differences, and
loan arrangement fees.
25 Contingent liabilities and guarantees
The company has guaranteed the bank borrowings of its subsidiary undertakings, SLR Group Limited, SLR Intermediate Holding Company
Limited SLR Consulting Limited and SLR Consulting (Canada) Limited. At 26 October 2007, total bank borrowings subject to the guarantee
amounted to £327,145 (2006 - £Nil).
- 3 , 365,659Cash in hand and at bank
- (309,855)Bank overdraft
(22 3,47 8)
(285,878)
-
-
- 3,055,804(509, 356)-
(9,87 4,845) (3, 1 3 1 ,529)Debt due within one year 8,0 1 8,92 1-
7,463,690 (1 5,7 32, 350)Debt due after one year (1 5,2 50,000)(424,058)
- (94,294)Obligations under finance leases and hire purchase contracts 75,002(2 3,95 2)
(2,4 1 1 , 1 55 ) (1 8,958, 1 7 3 )(7, 1 56,07 7)(448,0 1 0)
(2,4 1 1 , 1 55 ) (1 5,902,369)Total (7,665,43 3)(448,0 1 0)
Acuiredwith
subsidiaries
£
3,589, 1 37
(2 3,97 7)
3,5 65 , 1 60
(1 ,2 75,605)
(7,5 2 1 ,982)
(1 45, 3 44)
(8,942,93 1 )
(5,3 77,7 7 1 )
At27 October
2006
£
Cash flows
£
Non-cashchanges
£
At26 October
2007
£
23 Reconciliation of net cash inflow to movement in net debt
1 ,009,7 32(Decrease)/increase in cash in the year
1 , 368,979Cash (inflow)/outflow from change in debt and lease financing
(509, 356)
(7, 1 56,07 7)
2,3 78,7 1 1Change in net debt resulting from cash flows (7,665,4 3 3)
( 1 2 3,83 9)New finance leases and hire purchase agreements -
-Debt acquired with subsidiary undertakings (448,0 1 0)
(32,004)Loan arrangement fees 1 43,7 75
-Exchange differences (1 5 2,6 1 3)
-Other non cash movements (2,402, 3 1 7)
2,222,868Movement in net debt in the period (1 0,5 24,5 98)
(7 ,600,6 39)Opening net debt (5,3 77,77 1 )
(5, 3 7 7,77 1 )Closing net debt (1 5,902,369)
2007
£
2007
£
2006
£
2006
£
Book andfair value
£
PAGE : 49
Fixed assets
Year ended31 May 2006
£
7 7,298Tangible fixed assets
Consideration:
48,000Settled by shares at fair value
1 ,467,084Settled by cash (including expenses of £74,929)
3 39, 1 67
1 ,854,2 5 1
(926,93 5)
Deferred consideration
Net assets acquired
92 7,3 1 6Goodwill arising on consolidation
1 ,295, 1 75Turnover
3 97, 1 02Operating profit
1 2,546Net interest
(1 20,750)Taxation on profitfrom ordinary activities
288,898
Year ended31 May 2007
£
1 ,899,044
9 1 5 ,4 1 8
1 2,3 35
(1 92 ,75 4)
409,648Profit on ordinary activitiesbefore taxation 92 7,75 3
7 3 4,999Profit for the year
Current assets
Total assets
5 20,427Debtors
802, 1 64
1 , 399,889
Cash at bank and in hand
26 Acquisitions
On 4 June 2007 the company acquired the entire share capital of Insite Environments
Limited. The book value of the assets and liabilities acquired (which was equivalent to
their fair value), together with details of the purchase consideration and goodwill arising
on acquisition is shown below:
On 11 September 2007, the group acquired the entire share capital of Seacor
Environmental Inc. The book value of the assets and liabilities acquired (which was
equivalent to their fair value), together with details of the purchase consideration and
goodwill arising on acquisition is shown below:
The results of Insite Environments Limited prior to its acquisition were as follows:
(46 3,970)Creditors due within one year
Net assets 926,93 5
(8,984)Provisions for liabilities and charges
£
1 ,467,084Cash consideration (as above)
(802, 1 64)Cash acquired
664,920Net outflow of cash
Cash flows
The net cash outflow arising from the acquisition of Insite Environments Limited
was as follows:
Book andfair value
£
Fixed assets
288,439Tangible fixed assets
47,480Intangible fixed assets
Consideration:
1 3 3 , 1 66Settled by shares at fair value
3, 1 76,5 7 1Settled by cash (including expenses of £351,620)
2,063, 1 50
5,3 72,887
(1 ,5 35 ,705)
Deferred consideration
Net assets acquired
3,83 7, 1 82Goodwill arising on consolidation
Current assets
Total assets
4,45 7,007Debtors
4,792,926
(2,767,095)Creditors due within one year
Net assets 1 ,5 35 ,705
(1 3 1 ,286)Bank overdraft
(3 58,840)Creditors due after one year
Notes forming part of the financial statements for the year ended 26 October 2007
SLR Holdings Limited
PAGE : 50
27 Share based payments
SLR Holdings Limited operates equity-settled share based remuneration schemes
for employees: an EMI share scheme for UK employees and unapproved schemes for
overseas employees. Options vest over a period of years and there are no performance
criteria that must be satisfied. Options will lapse if the employee leaves.
Details of movements in options, (by grant date), during the year, together with
information on the exercise price and period of the options is contained in note 17 to
the financial statements.
2006Weighted
averageexercise
price(pence)
2006
Number
65.00 3 54,220Outstanding at thebeginning of the year
2007
Number
600,885
2007Weighted
averageexercise
price(pence)
70. 1 6
Year ended31 December 2006
Canadian $
29,949,866Turnover
1 ,454,064Operating profit
2 2 1 ,298Net interest
(3 29,789)Taxation on profitfrom ordinary activities
898,706
Year ended11 September 2007
Canadian $
2 1 ,42 7,7 7 3
1 ,2 5 1 ,494
1 29,644
(38 1 ,766)
1 ,228,495Profit on ordinary activitiesbefore taxation 846,5 67
464,80 1Profit for the period
26 Acquisitions (continued)
The results of Seacor Environmental Inc. prior to its acquisition were as follows:
£
3, 1 76,5 7 1Cash consideration (as above)
1 3 1 ,286Bank overdraft acquired
3,307,857Net outflow of cash
£
3 38,58 1Net cash outflow from operating activities
88 1 , 1 78Net cash outflow from financing
86,858Net cash outflow from returns on investmentsand servicing of finance
1 9,020Net cash outflow from capital expenditure andfinancial investment
Cash flows
The net cash outflow arising from the acquisition of Seacor Environmental Inc.
was as follows:
The deferred consideration for both acquisitions above includes amounts that are
dependent on the performance of the acquired entities subsequent to acquisition.
The acquisitions above contributed the following amounts to group cash flows in the
period from their acquisition to 26 October 2007:
The exercise price of options outstanding at the end of the year ranged between
65p and 160p (2006 – 65p and 76p) and their weighted average contractual life was
3.8 years (2006 – 4.5 years).
Of the total number of options outstanding at the end of the year, there were no
vested options. At 26 October 2007, all vested options had been exercised
(2006 – 10,460 options had vested and were exercisable)
The weighted average fair value of each option granted during the year was 42.31p
(2006 – 15.44p).
The following information is relevant in the determination of the fair value of
options granted during the year under the equity share based remuneration
schemes operated by SLR Holdings Limited:
75.30 307,365Granted during the year 2 5 3,4 1 8
65.00 (4 1 , 500)Exercised during the year (2 28,463)
68.44 (1 9,200)Lapsed during the year (1 1 , 700)
70.1 6 600,885Outstanding at the end of the year 6 1 4, 1 40
1 60.00
67.7 1
96.50
1 07.64
2007 2006
Binomial BinomialOption pricing model used
Equity-settled
1 60 76 Weighted average share price at grant date (pence)
1 60 76Exercise price (pence)
3.07 4.00Weighted average contractual life (years)
1 1.9% 1 1.9%Expected volatility
Nil NilExpected dividend
5.09% 4.27%Risk-free interest rate
The volatility assumption, is based on an analysis of share price volatility for
quoted companies operating in the same sector as the Group.
PAGE : 51
28 Employee Benefit Trust
The Employee Benefit Trust (“EBT”) was established on 6 March 2006 to provide
benefits to employees, former employees and their dependants (“the
Beneficiaries”). Under the scheme, the trustee, SLR Trustee Limited (formally SLR
Management Limited), purchases the company’s shares from time to time. These
shares are held until the vesting day for the benefit of the Beneficiaries, in such
numbers or proportions that the Trustees deem reasonable. Shares held by the EBT
which had not vested unconditionally in the Beneficiaries at the year end were
as follows:
Company2007
£
Company2006
£
4,3 5 2 1 ,050Number of shares held
Group2006
£
1 ,050
Group2007
£
4,3 5 2
Equity-settled schemes -4 1 ,7 57
2007
£
2006
£
The share-based remuneration expense for the Group comprises:
The Group did not enter into any share-based payment transactions with parties
other than employees during the current or previous period.
C Printed on Recycled Silk: 50% recycled British waste. Using 100% genuine printed waste in the recycling process, means that we are helping reduce the pressure on UK landfill sites. The wood from non-recycled pulps used, comes from PEFC and FSC certified forests.
www.slrconsulting.com