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LAURA ASHLEYannual report and accounts 2006
summary• Profit before tax up
38.6% to £6.1 million(2005: £4.4 million)
• Excluding the benefit of one-off propertygains, profit before taxup 70.6% to £5.8 million(2005: £3.4 million)
• As anticipated, totalGroup sales down11.6% to £211.1 millionprimarily due to therealignment of theFashion offering
• Strong balance sheetwith a cash surplus
• Margin rates maintained
• Cost management andincreased productivityacross the business
• New format UK storestrading successfully asthe reconfiguration ofthe store portfoliocontinues
• First and final dividendproposed of 10% ofnominal value (0.5p per share)
contents02 chairman’s statement
05 chief executive officer’s statement
12 operating and financial review
14 directors’ report
20 report on corporate governance
24 directors’ remuneration report
28 independent auditors’ report
30 accounting policies
33 group income statement
34 balance sheets
35 statement of changes in shareholders’ equity
36 group cash flow statement
36 reconciliation of net cash flow to movement in net funds
37 notes to the financial statements
54 group financial record
55 shareholders’ information
56 notice of 2006 annual general meeting
58 store locations
61 directors and advisors
contents
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For the 52 weeks ended 28 January2006, Laura Ashley recorded a profitbefore tax of £6.1 million, up 38.6% on the result for the previous year of £4.4 million*.
Included within the reported £6.1million profit is £0.3 million of one-offproperty gains, compared to last year’sgains of £1.0 million. Excluding one-offproperty gains, profit before tax is70.6% higher at £5.8 million against£3.4 million last year. Total salesdecreased by 11.6% due mainly to the realignment of the Fashionbusiness. Despite the reduction inturnover, there has been an overallimprovement in profitability driven by our cost management programmesand the general increase in efficiencyand productivity.
Over the last three years, we havesteadily seen increasing profits and a strengthening balance sheet. Thebusiness is generating cash and more funds will be reinvested into the operation. The Board is of theopinion that the Company is now in a position to pay a dividend, the firstsince 1997, and believes that thisrepresents a major milestone in therecovery of the business. Therefore,the Board recommends the paymentof a first and final dividend of 10% ofnominal value (0.5p per share). Thisdividend will be paid, subject toshareholder approval, on 14 July 2006to all shareholders on the register at the close of business on 30 June2006. The Board will continue to reviewdividend payments on the basis ofannual profitability.
The Company continues to reinforceits presence in the UK retailing sceneas a lifestyle brand that is largely HomeFurnishings, complemented by aFashion offering.
In the last few years, while HomeFurnishings continued to perform
satisfactorily, we experienced numerouschallenges with our Fashion businessand, as a result, we made a strategicdecision to reduce its size andconcentrate on improving the productoffering. We were pleased to see thatthe reinvigorated Fashion rangesreceived a positive reaction in the later part of the reporting year.
The enduring strength of Laura Ashleyas the original lifestyle brand has also contributed to the improvedperformance. There has been positivedevelopment in our Licensing businesswith the signing of new agreements,and we continue to invest in theimprovement of our Franchiseoperations. The strategy for our brand business in the coming year is to grow the Group’s Licensing andFranchising operations both in the UK and worldwide.
Current trading performance has been encouraging. While I am realisticabout the challenges that the marketposes to retailers, I am optimistic that the year ahead will bring furthergrowth to the Company as we advanceour efforts to enhance productoffering, increase efficiency andmonitor ongoing cost management in all areas of the business. We willalso be focussing on the furtherdevelopment of our storereconfiguration programme.
On behalf of the Board, I would like to express its deepest appreciation to Laura Ashley’smanagement, staff, shareholders and customers for their continuedsupport and loyalty.
Tan Sri Dr Khoo Kay PengChairman
*Comparative figures for 2005 have been restated
in accordance with IFRS. The only significant
change to the figures was caused by the
implementation of IAS 19.
chairman’s statement
The Board is of the opinion that the Company is now in a position to pay a dividend, the first since 1997, andbelieves that thisrepresents a majormilestone in therecovery of thebusiness.
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chief executive officer’s statement
overviewThe financial results of the Group
have shown continued improvement
over the last year, (and in fact over
the last 3 years), driven by efficiency
improvements and cost savings.
For the 52 weeks to 28 January
2006, we are pleased to report a
profit before tax of £6.1 million,
up 38.6% compared to a profit in
the previous year of £4.4 million.
Included within the reported
£6.1 million profit is £0.3 million of
one-off property gains (2005: £1.0
million). Excluding one-off property
gains, profit before tax is 70.6%
higher at £5.8m.
As anticipated, total Group sales
for the year ended 28 January 2006
were down £27.8 million (11.6%)
to £211.1 million. The majority of
this reduction was accounted for by
lower UK sales, primarily due to the
planned reduction of UK Fashion
sales. As a result, for the year ended
28 January 2006, total UK store sales
were down 12.8% to £158.3 million
(LFL –6.6%).
Direct and indirect costs have been
reduced by 11.5% (£11.1 million)
as a result of changes in the UK
store portfolio, volume changes
and other UK overhead savings.
Due to increasing cost pressures
we will continue to focus on driving
greater efficiencies in all areas of
the business, particularly on all
aspects of the supply chain.
For the 52 weeks to 28 January 2006, weare pleased to report a profit before tax of£6.1 million, up 38.6%compared to a profit in the previous year of £4.4 million.
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chief executive officer’s statement continued
productThe UK business is split into four
main categories. The relative split
of UK sales is as follows: Furniture
31%, Home Accessories 29%,
Decorating 23% and Fashion 17%.
furnitureThe Furniture product category
includes upholstered furniture,
beds and cabinet furniture.
During the year ended 28 January
2006, Furniture sales were up 0.2%
(LFL flat).
A weaker consumer environment
affected sales in the first half of
the year. However, we saw a strong
recovery through the key final
quarter trading period. During
the year, successes were seen in
upholstery from new fabric ranges.
We expect to see further
improvement from the expansion
of the range of fabric and leather
products. In cabinet furniture, our
award winning mirrored furniture
ranges continued to perform well.
We were also pleased with the
introduction of new painted
products for the bedroom.
home accessories The Home Accessories product
category includes lighting, gift, bed
linen, rugs, throws and cushions.
During the year ended 28 January
2006, sales of Home Accessories
were down 1.4% (LFL –1.0%).
Sales in this category have been
mixed. However, continued growth
has been achieved in glass and
mirrored lighting. We have
expanded the casual dining
range with positive results from
both china and accessory products.
decoratingThis category includes curtains,
fabric, paint, accessories and wall
coverings. During the year ended
28 January 2006, Decorating sales
were down 4.4% (LFL –3.0%),
reflecting the difficult market.
Sales continued to be strong
on fashionable products, such
as statement print wallpaper,
silk fabrics, ready-made curtains
and the more decorative curtain
accessory products. Significant
margin improvements were achieved
through the re-sourcing of ready-
made curtains overseas.
fashionAs previously announced, our
strategy in Fashion was to reduce
the number of ranges and the
selling space during a period of
consolidation whilst improving the
product offering. As a result Fashion
represented approximately 17%
of total retail sales in the year, down
from 22% last year. Selling space
was reduced by 10% and like-for-
like sales were down 25%. In the
second half, to improve the
profitability of the Fashion category
in this reduced space, we have
strengthened our central product
team significantly and increased
the stock densities by approximately
30%. These actions are already
showing some encouraging trends
in the last quarter and in current
trading.
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chief executive officer’s statement continued
UK operationsretail storesAt 28 January 2006, the property
portfolio in the UK comprised
180 stores. We have three main
store types: 78 mixed product stores
(selling all product categories),
58 Home stores (selling the full
range of Home products) and
44 Home concession stores.
During the year, significant changes
were made to the UK store portfolio,
to drive efficiencies by identifying
more cost effective locations. This
has resulted in the opening of 10
new Home stores and the addition
of 40,000 sq. ft. of selling space.
We intend to open substantially
more than this in the forthcoming
year subject to our normal property
selection criteria. As part of the
process of realigning our property
portfolio, 14 stores were closed
(42,000 sq. ft.) during the year.
mail order and e-commerceSales through our Mail Order and
E-Commerce channels now represent
13% of our total UK retail business
(2005: 11%) and are a vital part of
our multi-channel retail strategy.
Total Mail Order and E-commerce
sales were flat on last year. Within
this figure, Mail Order sales were
down 10.2% and E-Commerce sales
were up 45.8%. This reflects the
general market trend towards
E-Commerce at the expense of
more traditional direct sales
channels.
The financial results of the Group haveshown continuedimprovement over thelast year, (and in factover the last 3 years),driven by efficiencyimprovements andcost savings.
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chief executive officer’s statement continued
The impact of our decision to reduce
the Fashion category and focus on
Home Furnishings has resulted in
an increase in total direct Home
Furnishings sales of 6.0%.
At the end of March 2006,
we re-launched our website:
www.lauraashley.com and continue
to invest in the development of
this important distribution channel.
We now have 328,000 registered
E-Commerce customers
(2005: 240,000). The continued
investment in our multi-channel
approach affords us ever greater
opportunities to communicate
with our customers.
international operationsfranchisingIn the year ended 28 January 2006,
Franchise revenues decreased by
14.7% to £22.1 million. Fashion
accounted for the loss in sales, in
line with our reduced offer, whilst
Franchise Home sales were flat.
The Autumn/Winter ranges were
well received and we expect sales
in this category to recover this
year. Fashion now represents
approximately 60% of total
Franchise sales (2005: 67%). As
a result of the relatively low margin
on the sales that were lost and
other cost savings, the overall
impact on net profit was negligible.
There are currently 210 Franchised
stores in 28 countries worldwide.
licensingIn the year ended 28 January 2006,
Licensing income decreased by
7.1% to £3.9 million. We have seen
a slight decrease in revenues from
North America whilst Licensing
revenues from Asia and Europe
have remained largely flat. During
the year, we have signed various
new licence agreements, including
garden furniture, stationery and
ladies handbags.
current tradingLike-for-like trading in the 10 weeks
to 8 April 2006 shows UK retail sales
up 11.2% on last year, predominantly
due to the improved performance
of the newly realigned Fashion
offering. Our Home Furnishings
category remains resilient despite
difficult UK retail conditions. Our
focus for 2006 will be top line sales
growth, margin improvement and
cost management.
Lillian Tan Lian TeeChief Executive Officer
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operating and financial review
financial summary2006 2005
£m £m
Revenue 211.1 238.9
Profit from operations 5.4 4.7
Earnings per share 0.56p 0.42p
Inventories 35.0 34.9
Provisions and other liabilities 0.2 0.2
Retirement benefit liabilities 13.3 13.3
Capital expenditure 3.3 3.8
Net funds 21.6 9.8
resultsThe profit before taxation for the 52 weeks to 28 January 2006 was £6.1 million compared to a profitbefore taxation of £4.4 million for the 52 weeks to 29 January 2005.Included within the reported £6.1million profit is £0.3 million profitrelating to the disposal of leaseholdproperty interests (2005: £1.0 million).
Revenue for the Group totalled£211.1 million, compared to £238.9million in the previous financial year.Total retail sales including Mail Orderand E-Commerce were £183.4million. UK retail store sales were£300 per square foot compared to£339 per square foot for the 52weeks to 29 January 2005. Non-retailsales amounted to £27.7 million andwere lower than the previous year by14.5%, mainly due to decreased salesto franchise partners.
Total retail revenue for the UK andIreland operations amounted to£181.9 million, a decrease of 11.3%over the previous year. Store revenuetotalled £158.2 million, a decrease of 12.8%. Like-for-like store salesdecreased by 7.9% as compared tothe previous year. Mail Order and E-Commerce sales, which totalled£23.6 million, were below theprevious year sales by 5.2%.
store portfolioChanges to the Group’s store portfolio during the year were as follows:
continentalNumber of stores UK europe total
January 2005 184 2 186Opened 10 – 10Closed (14) – (14)January 2006 180 2 182
continentalNet square footage (‘000s) UK europe total
January 2005 532 4 536Opened 40 – 40Space adjustment (2) – (2)Closed (42) – (42)January 2006 528 4 532
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As stated in note 2 to the financialstatements, operating expensesamounted to £85.2 million, £11.1million or 11.5% below the previousyear. Operating expenses for thecurrent and previous financial yearsrepresented 40% of total Groupsales.
taxationThe taxation charge for the yearcomprises UK taxation on currentyear taxable profits, overseas taxeson the profits of dual residentsubsidiary companies and theGroup's share of the taxation charge on the profit of theassociated company, Laura Ashley Japan Co. Ltd.
net assetsThe net assets of the Group at 28 January 2006 amounted to £59.0million, an increase of £4.1 millioncompared to the restated net assetsfor the previous year. Non-currentliabilities include a provision made in relation to retirement benefitobligations of £13.3 million.
cash and bankingThe Group’s net cash flow during the year is shown below:
2006 2005£m £m
Operating activities 14.5 6.1
Investing activities (2.7) (2.1)
Financing activities (5.8) (3.0)
Net cash inflow 6.0 1.0
The Group’s cash balances increasedduring the year as follows:
2006 2005£m £m
Opening net funds 9.8 6.8
Total cash inflow as above 6.0 1.0
Cash inflow from changes in loans and leases 5.8 3.0
New finance leases – (1.0)
Closing net funds 21.6 9.8
treasuryThe Group’s treasury strategy is controlled through a TreasuryCommittee that meets regularly and is chaired by the Chief ExecutiveOfficer. The Treasury functionarranges funding for the Group andprovides a cash balance service to alloperating units. The overall objectiveis to control interest costs andminimise foreign exchange exposure.All surplus cash is invested to achievemaximum interest income.
international financialreporting standards (“IFRS”)The Company previously preparedfinancial statements in accordancewith United Kingdom GenerallyAccepted Accounting Principles (“UK GAAP”). These are the firstfinancial statements prepared underIFRS. Reconciliations of the UK GAAPfinancial statements to thoseprepared in accordance with IFRS as at 1 February 2004 (the openingbalance sheet as at the date oftransition to IFRS) and for thefinancial year ended 29 January 2005are set out in notes 28 to 30.
The restatement has been preparedon the basis of IFRS adopted for use by the EU and InternationalFinancial Reporting InterpretationCommittee (“IFRIC”) interpretationsissued and in effect at the balancesheet date. The Directors are not aware of any Standard orInterpretation in issue but not yeteffective that would materially impactupon the financial statements.
The Company has applied IFRS 1‘First-time Adoption of InternationalFinancial Reporting Standards’ for its initial implementation of IFRS. The revised accounting policies werepresented with the interim financialinformation. The Directors havereviewed the implications of IAS 19‘Employee Benefits’ and theCompany will be recognisingactuarial gains and losses using the corridor approach.
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directors’ report
The Directors present their AnnualReport and audited financialstatements for the 52 weeks ended 28 January 2006.
principal activitiesThe principal activities of the Group are the design, manufacture,sourcing, distribution and sale ofclothing, accessories and homefurnishings. Operating companiesare situated in the United Kingdom,Ireland and Continental Europe.
results for the yearThe Group’s results are shown in the Group income statement onpage 33. A full review of the Group’s operations is included within the Chief Executive Officer’sStatement and the Operating andFinancial Review. The profit beforetax for the year was £6.1 million(2005: profit before tax £4.4 million).Comparative figures for 2005 havebeen restated in accordance withIFRS.
dividendThe Board recommends a first andfinal dividend for the year ended 28 January 2006 of 10% of nominalvalue (0.5p per share) to be paid on14 July 2006 to shareholders on theregister at the close of business on30 June 2006 (2005: nil).
future developmentsThe Chief Executive Officer’sStatement details the proposeddevelopments intended for theGroup in the foreseeable future.
directorsThe names of the Directors of theCompany are shown on the insideback cover.
In accordance with the Company’sArticles of Association, Mr MotoyaOkada, Mr David Walton Mastersand Ms Lillian Tan Lian Tee will retire by rotation and, being eligible, are offering themselves forre-election at the Annual GeneralMeeting (‘AGM’). Details of letters of appointment, upon which theservices of non-Executive Directorsare based, are set out on page 24.
details of the directors are as follows:Tan Sri Dr Khoo Kay Peng, 67, non-Executive Chairman, joined the Board in February 1999. He is the Chairman and Chief Executive of the MUI Group, which is adiversified group with businessinterests in the Asia Pacific, theUnited States of America and theUnited Kingdom. He is also theChairman of Corus Hotels plc, UKand Morning Star Resources Limited,Hong Kong. Tan Sri Dr Khoo is adirector of SCMP Group Limited(South China Morning Post) and The Bank of East Asia Limited inHong Kong. Previously, Tan Sri DrKhoo had served as the Chairman of the Malaysian TouristDevelopment Corporation (a Government Agency), the ViceChairman of Malayan BankingBerhad (Maybank) and a Trustee ofthe National Welfare Foundation. Tan Sri Dr Khoo is a board memberof Northwest University, Seattle, USAas well as a Council Member of theMalaysian-British Business Council,the Malaysia-China Business Counciland the Asia Business Council. Tan Sri Dr Khoo is Chairman of the Nomination and RemunerationCommittees.
Mr David Walton Masters, 62, non-Executive Deputy Chairman of the Company, joined the Board in March 1998. He was appointedExecutive Deputy Chairman of CorusHotels plc (formerly known as Corus
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& Regal Hotels plc) on 1 April 1999and resigned his position in April2002. He is the Executive Chairmanof HCM Asset Management Limitedand a director of InvestSelect plc. Mr Walton Masters was formerly a Managing Partner at Phillips & Drew, in charge of the InternationalDepartment, Chief Executive ofCounty NatWest Securities,Executive Chairman of CoastSecurities and Managing Director of Morning Star InvestmentManagement Limited. Mr WaltonMasters is Chairman of the AuditCommittee and a member of theRemuneration Committee.
Ms Sally Cheong Siew Mooi, 53, non-Executive Director, joined as anon-Executive Director in September1999 and is a law graduate of theUniversity of Malaya. She was calledto the Malaysian Bar in 1978. After a brief period of law practice, shejoined the banking sector and wasCompany Secretary of Pacific BankBerhad and subsequently, LegalAdviser of Development &Commercial Bank Berhad (now RHB Bank Berhad). During the period 1988 to 1997 she publishednine books on Malaysian companies listed on the Kuala Lumpur StockExchange. Ms Cheong is a memberof the Audit and NominationCommittees.
Mr Motoya Okada, 54, non-Executive Director, joined the Board in June 1998, havingpreviously been an alternate Directorto his father, Mr Takuya Okada, sinceAugust 1992. Mr Okada has beenPresident of Aeon Co. Limited(formerly Jusco Co. Limited), theJapanese retailer, since 1997 and has held a number of positions with Aeon since joining thatcompany in 1979. He is alsoChairman of Laura Ashley Japan Co. Limited. Mr Okada is a memberof the Audit and RemunerationCommittees.
Ms Lillian Tan Lian Tee, 52, was appointed as a non-ExecutiveDirector on 21 April 2004 andsubsequently, appointed as ChiefExecutive Officer on 1 February 2005.Ms Tan holds a Masters Degree inBusiness Administration from theUniversity of Western Sydney,Australia. She is a Fellow of theChartered Insurance Institute (UK)and also a Fellow of the MalaysianInsurance Institute. She served theinsurance industry from 1977 to 2000and was the Chief Executive Officerof MUI Continental Insurance Berhadbefore joining as Managing Directorof the Management Services Divisionin The MUI Group in 2000. From 2002 to 2004 she was the ManagingDirector and Chief Executive Officerof Metrojaya Berhad, one of themost successful retailers in Malaysia.She also sits on the boards of LauraAshley Japan Co. Limited, LondonVista Hotels Limited (UK), MorningStar Resources Limited (Hong Kong)and Metrojaya Berhad (Malaysia).
Mr Roger Bambrough, 69, a Chartered Accountant, joined the Company as a non-ExecutiveDirector on 15 July 2004. He iscurrently a non-Executive Director of Corus Hotels plc. He previouslyheld a number of directorships withinthe Blue Circle and YTL Groups, both in Malaysia. His earlier careerwas with Peat Marwick Mitchell (now KPMG) and he has served in a number of senior finance and auditpositions in the UK, including as theFinancial Controller of Blue CircleOverseas and Group Controller ofAudit and Business Services in theBlue Circle Group. Mr Bambroughwas previously an advisor to the Overseas DevelopmentAdministration, the aid agency of the Foreign & Commonwealth Officeand he has also been a director ofthe Commonwealth Partnership forTechnology Management. Mr Bambrough has played an active role in forging relationships between
Malaysia and the United Kingdomthrough his participation in TheBritish Malaysian Society. He is amember of the Audit Committee and the Nomination Committee.
Ms Sally Kealey, 47, joined the Company as a non-Executive Director on 28 October2004. Ms Kealey previously served asan executive of Laura Ashley Limited for a period of 13 years until 1996and has held the post of HomeFurnishings Design Director. Duringher time with the Company, sheworked very closely with the lateLaura Ashley. Ms Kealey is a memberof the Nomination and RemunerationCommittees.
Mr Andrew Khoo, 33, was appointed non-ExecutiveDirector of the Company on 27 April 2005. Mr Khoo, who holds an MBA from Seattle PacificUniversity, is a law graduate fromCambridge University and a Barrister-at-Law called to Lincoln’s Inn in 2002. He was previously thegeneral manager of County HotelEpping Forest, and later worked inCorus Hotel Ltd as special assistantto the Chief Executive Officer. In2003, Mr Khoo was Director ofCorporate Affairs in Laura AshleyHoldings plc. Mr Khoo is currentlyPresident and Chief Executive Officer of Cambridge AllianceDevelopments Ltd in Canada, aproperty development companyprimarily engaged in the acquisition,development, construction and saleof residential and commercialproperty. Mr Khoo is currently on the board of directors of LauraAshley (North America) Inc., Network Foods International Limitedin Singapore, Network Foods Limitedand Morningstar Holdings Limited,both in Australia.
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directors’ report continued
directors’ interestsSave as disclosed in Note 31 to the Accounts and the ExecutiveDirector’s service contract, none ofthe Directors has, or has had duringthe financial year, a material interestin any contract of significancerelating to the business of theCompany or its subsidiaries.
The table on page 27, which showsthe Directors’ interests in the sharesof the Company, forms part of thisReport.
employeesThe Group believes in the policy of equal opportunities. Recruitment and promotion are undertaken onthe basis of merit regardless ofgender, race, age, marital status,sexual orientation, religion,nationality, colour or disability. If an employee were to becomedisabled during the course of theiremployment, adjustments would bemade, where possible, to enablesuch employee to carry on workingdespite their disability.
The Group is committed towardsencouraging learning anddevelopment of employees at alllevels. As such, wherever possible,the Group attempts to assistemployees in achieving nationallyrecognised qualifications. Every effort is made to offer satisfyingcareer progression for all thosedemonstrating the skills andcapabilities required.
It is Group policy that there shouldbe effective communication with all employees.
charitable and politicaldonationsThe Company has had for a numberof years, a policy of supportingselected local and national charities.
During the year, the Company hasdonated unsold stock to Newlife, a UK based child health and researchcharity, which helps babies andfamilies dealing with birth defects.The Company also supports theMarie Curie Cancer Care foundation.Donations to both bodies in thecourse of the year were valued atapproximately £112,000.
No monetary donations forcharitable purposes were madeduring the year (2005: £6,180).
No contributions were made forpolitical purposes.
health & safetyThe Group is committed tomaintaining a safe environment forall employees, customers and othervisitors to its premises to comply withrelevant health & safety legislation.
Group policies with regard to health & safety continue to bemonitored and updated to meetchanging business needs and newlegislation as it is introduced.
environmentThe Group places a high level of importance on environmentalconsiderations which are in the best interests of both the Group and its stakeholders. The Groupbelieves in seeking continuousimprovements in operations asevidence of our commitment towardsbecoming an environmentallyconscious organisation.
During 2005, the Group succeededin reducing its carbon dioxideemissions by 15% compared to the previous year. This was, in part,attributable to the reorganisation of the Group’s manufacturingprocesses. The Group continues to be engaged with relevant
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authorities for their input on furtherimprovements that can be carriedout to such manufacturing processes.
We continue to make progress in the area of waste management. Thisyear, we have reorganised the wasteproduced from the retail operationsdivision of the Group, which isexpected to result in an increase inthe amount of recycling generatedby our stores.
ethicsThe Group is committed to thepractice of Ethical Supply Chains.The principles of Ethical SupplyChains are accordingly reflected in our relationships with suppliers,and are embodied in our SupplierManuals. In particular, the areascovered include Employee Rights,Environmental Issues, WorkingConditions, Dormitory Conditions,Access and Home Workers in line with International LabourOrganisation (ILO) guidelines. Work in this area is on-going and the Group continues to take steps to ensure that developments withinthese areas are closely monitoredand implemented where necessary.
significant interests Except as specified below, theDirectors are not aware of anyinterest amounting to 3% or more ofthe nominal value of the issued sharecapital of the Company.
auditorsA resolution proposing thereappointment of Chantrey VellacottDFK LLP as auditors to the Companyand to authorise the Directors todetermine their remuneration will be put to the AGM.
FTSE4GoodThe Group remains included in theFTSE 4 Good UK benchmark indexfor socially responsible investment.We have also responded to variousethical investment companies during the year.
risk managementThe internal risk managementfunction has day-to-day links acrossthe Group and advises on all relevantissues with contacts to internaldepartments and outside regulatoryand advisory bodies.
The department has access toexternal support, where required, in order to ensure that standards aremaintained and any issues raised arediscussed and, where necessary,implemented.
business continuityThe Group Business Continuity Planis updated on an ongoing basis andimplemented throughout the Group.Regular auditing of the plan on asite-by-site basis is undertaken toenable management teams to be
kept up to date and aware ofchanges that will impact on their area of operation.
communicationsThe Company places a great deal of importance on communicationwith its shareholders. The Companypublishes a concise summaryfinancial statement as well as its full report and accounts. The fullreport and accounts are available to shareholders upon request. The full report and accounts are also accessible via the Company’s website at www.lauraashley.com.Shareholders also have direct access to the Company through its free shareholder informationtelephone service.
All shareholders have an opportunityto put questions to the Company at the AGM.
going concernThe Board is of the opinion that the Group will have sufficient fundingto meet its working capital needs. As a result, the Directors consider itappropriate to prepare the financialstatements on a going concern basis.
number of percentage ofas at 11 April 2006 ordinary shares issued share capital
MUI Asia Limited 255,938,185 34.31%Bonham Industries Limited* 181,445,822 24.32%GAM London Limited 48,340,750 6.48%Aeon Co. Limited 35,220,606 4.72%Goldenpalace Holdings Limited 29,500,000 3.95%
* KKP Holdings Sdn. Bhd., Soo Lay Holdings Sdn. Bhd. and Tan Sri Dr Khoo Kay Peng are each
interested in these shares.
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directors’ report continued
supplier payment policyThe Group’s policy on paymentpractices is as follows:
1) terms of payment will be agreedwith suppliers when opening anaccount with them;
2) each supplier will be made fullyaware of such terms;
3) for major contracts, payment terms will be agreed on an individualtransaction basis; and
4) to comply with payment termsagreed for existing and new accountswhen the Group is satisfied that thesupplier has provided goods orservices in accordance with theagreed terms. Copies of the Group’s standard payment terms,incorporated into its standard trading terms and conditions, may be obtained from the RegisteredOffice during normal working hours.
The Group’s trade payables daysfigure at 28 January 2006 (based on the ratio of the aggregate of the amounts owed to suppliers atsuch date to the aggregate of theamounts invoiced by suppliers duringthe financial year) was equivalent to 38 days (2005: 41 days). TheCompany had no trade payables at 28 January 2006.
directors’ responsibilitiesThe Directors are required bycompany law to prepare financialstatements for each financial yearwhich give a true and fair view of thestate of affairs of the Company andof the Group as at the end of thefinancial year and of the profit orloss, total recognised gains or losses and cash flows of the Group for that period.
The Directors confirm that suitableaccounting policies have been usedand applied consistently and thatreasonable and prudent judgementsand estimates have been made inthe preparation of the financialstatements for the 52 weeks ended28 January 2006.
The Directors also confirm thatapplicable accounting standardshave been followed.
The Directors are responsible forkeeping proper accounting recordswhich disclose with reasonableaccuracy at any time the financialposition of the Company and toenable them to ensure that thefinancial statements comply with theCompanies Act 1985 (the ‘Act’). Theyare also responsible for safeguardingthe assets of the Company and ofthe Group and for taking reasonablesteps to prevent and detect fraudand other irregularities.
The Directors are responsible for the maintenance and integrity of thecorporate and financial informationincluded on the Company’s website.Legislation in the United Kingdomgoverning the preparation anddissemination of financial statementsmay differ from legislation in otherjurisdictions.
authority to allot sharesThe Act provides that the directors of a company may not allot shares unless empowered to do so by theshareholders. The Board is proposingthe adoption of Resolution 8 asspecial business in the Notice of the 2006 AGM set out on pages 56 and 57, so as to give the Directorsunconditional authority to allotordinary shares up to an aggregatenominal value of £12,309,583.57,
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representing 33% of the issued sharecapital at 11 April 2006. The Directorshave no present intention to issueany such ordinary shares.
The Act also provides that, unlessshareholders otherwise consent, new shares allotted for cash must beoffered to shareholders in proportionto their existing holdings. Resolution9, to be proposed as specialbusiness, authorises the Directors to allot equity securities for cashotherwise than on a pro rata basis up to an aggregate nominal value of £3,730,176.84, equal to 10% of the nominal value of the issued share capital of the Company at 11 April 2006. Resolution 9 alsoauthorises the Directors, in the case of rights issues, open offers orotherwise to ordinary shareholders,to allot shares where necessary otherthan strictly in accordance with thepre-emptive provisions set out in the Act – for example, whereshareholders are resident in foreignjurisdictions which prohibit the shares being offered to them.
Similar resolutions to thosedescribed above were passed at the last AGM. If these resolutions are adopted the powers conferred by them will continue until theconclusion of the next AGM or 15months from the date of passing theresolutions, whichever is the earlier.
authority to purchase own sharesThe Notice of the AGM 2006 also includes Resolution 10 to beproposed as a special business,authorising the Directors to makemarket purchases of the ordinaryshares in the Company, up to amaximum of 15% of the issued share capital of the Company as at 11 April 2006 in accordance with
Section 166 of the Act. This powerwill only be exercised if and when, in the light of market conditionsprevailing at the time, the Directorsare of the belief that such purchaseswould increase earnings per shareand would be for the benefit of the shareholders in general. TheCompany has no present intention to purchase its own shares.
Pursuant to the Act, the Companyhas the choice of either cancellingrepurchased shares or holding themas treasury shares (or both). Sharesheld in treasury may be subsequentlysold for cash, but all rights attachingto them including voting rights andthe right to receive dividends aresuspended while they are held intreasury.
If this resolution is adopted, thepowers conferred by it will continueuntil the conclusion of the next AGM or 15 months from the date of passing the resolution, whicheveris the earlier.
action to be takenYou will find enclosed a Form ofProxy for use by each shareholder atthe AGM. Whether or not you intendto be present at the meeting, you arerequested to complete and sign theForm of Proxy in accordance with theinstructions thereon, and to return itas soon as possible but in any eventso as to arrive at the CompanyRegistrars by 2.00 pm on 14 June2006. The completion and return of a Form of Proxy will not preclude youfrom attending the AGM and votingin person should you so wish.
By order of the board
David R Cook ACA
Secretary
11 April 2006
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report on corporate governance
complianceThe Board endorses The CombinedCode on Corporate Governance (the ‘Code’). During the financial year the Company has complied with the provisions set out in theCode, except to the extent disclosed below.
the boardThe Board is composed of theChairman, six non-ExecutiveDirectors and one Executive Director,who is the Chief Executive Officer of the Company.
The Board has five scheduledmeetings per year, but meets morefrequently when business requires,and has full and timely access to allrelevant information to enable it tocarry out its duties. The Chairmanencourages full attendance at Boardand Committee meetings.
The Board is responsible for theoverall performance of the Group,which includes the broad strategicdirection, development and controlof the Group. Policies and strategiesare devised by the Board for theareas of operations, finance, ethics,environment, health and safety.More detailed considerations to dowith the running of the day-to-daybusiness of the Company aredelegated to the ManagementCommittee under the leadership of the Chief Executive Officer. TheBoard governs the ManagementCommittee by regularly monitoringthe implementation of strategy andpolicy decisions to ensure that theoperation of the Company is at all times in line with Companyobjectives.
The Board has regular contact withthe Company Secretary for hisservices and advice. The CompanySecretary is responsible for advisingthe Board on corporate governance
matters and ensuring that Boardprocedures are followed and thatapplicable rules and regulations arecomplied with. The Board also hasaccess to professional advice withinthe Company and externally. Thisadvice is sought via the CompanySecretary. The appointment orremoval of the Company Secretary is decided by the Board as a whole.
The Chairman’s main function is tomanage the Board to ensure that theCompany is run in the best interestof its shareholders. It is also theChairman’s responsibility to ensurethe Board’s integrity andeffectiveness.
non-executive directors /board independenceThe Company is fortunate in havingthe services of its non-ExecutiveDirectors who provide an importantcontribution to the strategicdevelopment of the Group.
The non-Executive Directors haveaccess to the Chairman if they wishto discuss specific issues regardingthe performance of the ExecutiveDirector. Where required, meetingsbetween non-Executive Directorswithout the presence of theChairman or the Executive Directorcan easily be convened.
As the Company is deemed a smallcompany under the provisions of theCode, the applicable requirement is that there are at least twoindependent non-Executive Directorson the Board. The Board is of theview that Mr David Walton Masters,Mr Roger Bambrough and Ms SallyKealey are independent Directorsand accordingly are able to providean independent view on mattersdiscussed and decisions taken atBoard level. The Board recognisesMr David Walton Masters as theSenior Independent Director.Mr Motoya Okada is a representative
of Aeon Co. Limited, a majorshareholder in the Company.
As part of a subscription exercisethat was undertaken in May 1998, a Continuing RelationshipAgreement was entered intobetween the Company, MUI Asia Limited (a 100% subsidiary ofMalayan United Industries Berhad)and Malayan United IndustriesBerhad (‘the MUI Group’). TheAgreement gives the MUI Group the right to appoint directors to theBoard. The MUI Group is currentlyentitled to appoint three directorsand their replacements. Tan Sri DrKhoo Kay Peng, Ms Sally CheongSiew Mooi and Mr Andrew Khoo arethe Directors appointed in fulfilment of this right.
directors’ elections Any new Director appointed duringthe year is required, under theprovisions of the Company’s Articlesof Association, to retire and seekelection by shareholders at the nextAGM. The Articles also require thatone third of the Directors retire by rotation each year and seek re-election at the AGM. TheDirectors required to retire will bethose in office longest since theirprevious re-election and this willusually mean that each Directorretires at least once in every threeyears, although there is no absoluterequirement to this effect. In order to fully comply with the Code, it isthe Company’s policy that everyDirector should submit themselvesfor re-election at least once in everythree years.
The Directors who will be seeking re-election at the AGM this year have been appraised by theChairman of the Company, whobelieves that these persons havecontributed effectively to the Boardand are committed to the bestinterests of the Company.
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(1) Ms Sally Cheong Siew Mooi was appointed
a member of the Nomination Committee on
27 April 2005.(2) Ms Sally Kealey was appointed a member of
the Remuneration Committee on 27 April 2005.(3) Mr Andrew Khoo was appointed Director on
27 April 2005.(4) Mr Tsutomu Kajita replaced Mr Yoichi Kimura
as Mr Motoya Okada’s alternate Director on
6 December 2005.(5) There were no Nomination Committee
meetings held during the year.
board performanceevaluationThis year the Board undertook itsfirst performance evaluation exercise to review its effectiveness as a whole.The exercise involved the completionof a questionnaire by each Director.The completed questionnaires werereviewed by the Chairman togetherwith the Company Secretary. The
results were then discussed at aBoard meeting.
board committeesThe Board has delegated specificresponsibilities to the Audit,Nomination and RemunerationCommittees. The Board considersthat all the members of eachCommittee have the appropriateexperience and none of them has an interest which conflicts with theirpositions on the Committees.
All Board Committees have their own terms of reference which areavailable from the CompanySecretary upon request.
nomination committeeThe Nomination Committee, themembership and quorum of which
is a majority of non-ExecutiveDirectors, meets as required todecide and give recommendations to the Board on all matters relatingto the selection, number,appointment and removal of Executive and non-ExecutiveDirectors to the Board. Therecommendations of the NominationCommittee are then put to the fullBoard, which considers them beforeany appointment is made. Externalsearch consultancies or openadvertising have not been used in the appointment of Directors.
The members of the NominationCommittee during the year were Tan Sri Dr Khoo Kay Peng(Chairman), Mr Roger Bambrough,Ms Sally Kealey and Ms Sally Cheong Siew Mooi.
directors’ attendanceaudit remuneration nomination
board meetings committee meetings committee meetings committee meetingsnumber of number of number of number of number of number of number of number ofmeetings meetings meetings meetings meetings meetings meetings meetingsconvened attended convened attended convened attended convened(5) attended
Tan Sri Dr
Khoo Kay Peng 6 6 – – 1 1 0 0
Mr David Walton
Masters 6 6 6 6 1 1 – –
Mr Motoya Okada 6 1 6 1 1 0 – –
Ms Lillian Tan
Lian Tee 6 6 – – – – – –
Ms Sally Cheong
Siew Mooi(1)
6 5 6 3 – – 0 0
Mr Roger
Bambrough 6 6 6 6 – – 0 0
Ms Sally Kealey(2)
6 6 – – 1 0 0 0
Mr Andrew Khoo(3)
4 4 – – – – – –
Mr Yoichi Kimura
(alternate to
Mr Motoya Okada)(4) 6 3 6 3 1 1 – –
Mr Tsutomu Kajita
(alternate to
Mr Motoya Okada)(4) 6 1 6 1 – – – –
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report on corporate governance continued
remuneration committeeThe Remuneration Committee meets at least once a year and is responsible for advising on theremuneration policy for Directorsonly. The Remuneration Committeeconsiders any remuneration packagebefore it is offered to a potentialappointee. It does not set or monitorthe level or structure of remunerationfor members of senior management.Members of the RemunerationCommittee during the year were Tan Sri Dr Khoo Kay Peng(Chairman), Mr David WaltonMasters, Mr Motoya Okada and Ms Sally Kealey.
Details of the level and compositionof the Directors’ remuneration aredisclosed in the RemunerationReport on page 26.
audit committeeThe Audit Committee meets at least three times a year. The ChiefExecutive Officer, Chief FinancialOfficer, Head of Internal Audit andthe Company’s external auditorsattend meetings of the Committee at the invitation of the Committee’sChairman.
The members of the AuditCommittee during the year were Mr David Walton Masters(Chairman), Mr Motoya Okada, Ms Sally Cheong Siew Mooi and Mr Roger Bambrough.
The Audit Committee undertakes a number of duties to ensure thesatisfactory discharge of itsresponsibilities. It is the duty of the Committee to ensure that theintegrity of financial statements ofthe Company is duly monitoredwhich involves the review of allfinancial statements which relate to the Company’s performance. Itassists the Board in ascertaining thatthe Group’s financial systems provide
accurate information on its financialposition and that its publishedfinancial statements represent a trueand fair reflection of this position.The Committee is also responsiblefor regularly reviewing theeffectiveness of the Company’sinternal controls. The Committee has regular dialogues with the Headof Internal Audit and is involved inthe assessment and implementationof any internal audit plan.
The Committee has primaryresponsibility for making arecommendation on theappointment, re-appointment andremoval of external auditors. TheCommittee meets regularly withexternal auditors for the purpose of discussing matters relating tofinancial reporting and internalcontrols of the Company. It alsoassists the Board in ensuring thatappropriate accounting policies,internal controls and complianceprocedures are in place and inassessing the cost effectiveness,independence and objectiveness of the external auditors.
The Audit Committee Chairmanreports verbally to the Board on themain issues of any Audit Committeemeeting held immediately prior tothe relevant Board meeting. Thefinalised Audit Committee meetingminutes are circulated to Boardmembers for their information.
internal controlThe Board acknowledges that it isresponsible for the Group’s system of internal control and for reviewingits effectiveness. Such a system isdesigned to manage rather thaneliminate the risk of failure to achievebusiness objectives and can onlyprovide reasonable and not absoluteassurance against materialmisstatement or loss. The Boardaudits and monitors the headline
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issues of health and safety,environment, ethics and riskmanagement.
The Directors have sought toestablish clear operating procedures,lines of responsibility and delegatedauthority. In particular, proceduresexist for:
• monthly financial reporting, withinan annual budgeting and annualforecasting process;
• maintaining day-to-day financialcontrol of operations between a framework of defined financialpolicies and procedures on keybusiness activities;
• business wide risk managementpolicy and standards;
• procedures for planning, approvingand monitoring major projects; and
• regular performance monitoring,with remedial action taken wherenecessary.
In addition, the Board also takes the necessary steps to ensure thatreviews are carried out on the varioussystems of internal control that arecurrently in place throughout theCompany. The Company has awhistle-blowing policy, which has been communicated to all Group employees. This policyenables employees to raise any concerns that they have in confidence, on methods of financial reporting or other matters.
At regular intervals, both the Boardand the Audit Committee consider a risk management update reportwhich gives an assessment onwhether the internal control elementsfor risk management have been met. The Board believes that theinformation provided in such updatesis in accordance with the TurnbullGuidance.
relations with shareholdersThe Company seeks to maintaingood communications withshareholders. The Laura Ashleywebsite provides up-to-dateinformation on the Group. TheCompany endeavours to despatchthe Notice of AGM at least 20working days before the meeting.
The Board considers the AGM to be an opportunity to meet andcommunicate with private investors,giving shareholders the opportunityto raise with the Board any issues or concerns they may have. TheChairmen of the Audit, Nominationand Remuneration Committees willbe available at the AGM to answerany queries raised. In accordancewith the Code, the Company willprovide an indication at the AGM ofthe level of proxies lodged on eachresolution. All shareholders havedirect access to the Company andreceive a copy of the full report and accounts which contains thecomplete financial statements of theCompany. At the AGM, shareholdersare given the opportunity to expresstheir views and ask questionpertaining to the Company and its businesses.
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directors’ remuneration report
remuneration committeeThe remuneration of all Directors is determined by the RemunerationCommittee. The membership of theCommittee comprises entirely ofnon-Executive Directors. The currentmembers of the RemunerationCommittee are Tan Sri Dr Khoo KayPeng, Mr David Walton Masters, Mr Motoya Okada and Ms Sally Kealey.
policy on remuneration of directors The Remuneration Committee setsthe overall policy on remunerationand other terms of employment ofDirectors. It does not set or monitorthe level or structure of remunerationfor members of senior management.The Remuneration Committee aimsto ensure that the remunerationpackages offered are competitiveand designed to attract, retain and motivate directors of the right calibre.
Remuneration for non-ExecutiveDirectors consists of fees for theirservices in connection with Boardand Committee meetings. Thesefees are agreed by the Board without the involvement of the non-Executive Directors concerned.Non-Executive Directors do notparticipate in any Group pension or share option schemes.
The Remuneration Committee takes account of remuneration and benefits information in themarketplace when assessing pay and benefits within the Group.
the main componentsThe main remuneration componentsare:
i) basic salary or feesBasic salary or fees for each Directoris determined by the Remuneration
Committee, taking into account theperformance of the individual andinformation from independentsources on the rates of salary forsimilar posts.
ii) annual bonusThe Company did not consider itappropriate to have a bonus schemein place for the financial year onwhich it is reporting.
iii) share optionsNo options were granted to anyDirector during the financial year.
company policy oncontracts of serviceNo Executive Director of theCompany has a notice period inexcess of 12 months under the terms of his or her service contract.There are no Executive Directors’service contracts containingprovisions for pre-determinedcompensation on termination which exceeds one year’s salary and benefits in kind. Non-ExecutiveDirectors do not have servicecontracts with the Company, but the current non-ExecutiveDirectors generally have letters of appointment for a period of either two or three years.
expiry date
Tan Sri Dr Khoo Kay Peng February 2008
Ms Sally Cheong Siew Mooi September 2008
Mr David Walton Masters May 2007
Mr Motoya Okada June 2007
Mr Roger Bambrough July 2008
Ms Sally Kealey October 2006
Mr Andrew Khoo April 2008
All the Directors are subject toretirement by rotation.
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company policy on external appointmentsThe Company recognises that itsDirectors are likely to be invited tobecome non-executive directors ofother companies and that exposureto such non-executive duties canbroaden experience and knowledge,which will benefit the Group.Executive Directors are, therefore,subject to approval of the Company’s Board, allowed to acceptnon-executive appointments, as longas these are not with competingcompanies and are not likely to leadto conflicts of interest. ExecutiveDirectors are allowed to retain the fees paid.
company pensions policy regarding executive directorsThe Chief Executive Officer is the only Executive Director of theCompany and pension contributions
are paid into nominated privatepension schemes.
taxable benefitsExecutive Directors are entitled to a range of taxable benefits whichinclude the provision of a companycar and payment of its operatingexpenses (or a cash alternative),housing allowance and privatemedical insurance.
performance graphThe following graph shows theCompany’s performance, measuredby total shareholder return,compared with the performance of the FTSE General Retail Index for the period 1 February 1999 to 27 January 2006.
The Remuneration Committee hasselected the above index, as it ismost relevant for a company of Laura Ashley’s size and sector.
audited informationThe details of the Directors’shareholding interests andremuneration in the financial year ended 28 January 2006 as disclosed on pages 26 and 27 have been audited by the Group’sexternal Auditors.
ftse all-share general retailers Laura Ashley total shareholder return
2005200420032002200120001999
0
20
40
60
80
100
120
140
160
180
200
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directors’ remuneration report continued
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directors’ emolumentsThe figures below represent emoluments earned as Directors during the relevant financial year and relate to the period of each Director’s membership of the Board. Such emoluments are normally paid in the same financial year.Benefits incorporate all benefits assessable to tax arising from employment by the Company.
salary 2006 2005and fees benefits bonus other total total
£000 £000 £000 £000 £000 £000
Executive directorsMs Lillian Tan Lian Tee 137 27 – 36(1) 200 14
Former Directors – – – – – 342
Sub-total 137 27 – 36(1) 200 356
Non-executive directorsTan Sri Dr Khoo Kay Peng 100 – – – 100 100
Mr David Walton Masters 30 – – – 30 30
Ms Sally Cheong Siew Mooi 10 – – – 10 10
Mr Motoya Okada 30 – – – 30 30
Mr Roger Bambrough 10 – – – 10 5
Mr Yoichi Kimura (alternate) – – – – – –
Ms Sally Kealey 10 – – – 10 3
Mr Andrew Khoo 8 – – – 8 –
Mr Tsutomu Kajita (alternate) – – – – – –
Former Directors – – – – – 41
Sub-total 198 – – – 198 219
Total current year 335 27 – 36(1) 398 575
Total prior year 469 55 – 51(1) 575 557
notes(1) This represents a housing allowance.
Each Director was a member of the Board for the whole year, with the exception of Mr Andrew Khoo who joined the Board on 27 April 2005 and Mr Tsutomu Kajita who replaced Mr Yoichi Kimura as Mr Motoya Okada’s alternate on 6 December 2005.
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directors’ shareholdingsThe interests of the Directors in theshares of the Company are shownbelow:
28 January 29 January
2006 2005
Tan Sri Dr Khoo
Kay Peng 181,445,822* 181,445,822*
Mr David
Walton Masters 1,718,750 1,718,750
Ms Sally Cheong
Siew Mooi 250,000 250,000
Ms Lillian Tan
Lian Tee 100,000 100,000
Ms Sally Kealey 775 775
* Bonham Industries Limited, KKP Holdings
Sdn. Bhd. and Soo Lay Holdings Sdn. Bhd.
are each interested in these shares.
All interests in share capital were held as beneficial interests. Mr Motoya Okada, Mr Yoichi Kimura(alternate Director), Mr TsutomuKajita (alternate Director), Mr AndrewKhoo and Mr Roger Bambrough didnot have any interests in the issuedshare capital of the Company at anytime during the financial year.
directors’ share optionsordinary shares under option
No Director had any options overshares in the capital of the Companyat any time during the financial year.
Further information regarding shareoptions is given in Note 33 to theAccounts.
The middle market price of anordinary share at 28 January 2006was 12.25 pence and the rangeduring the financial year was 9.75pence to 17.00 pence.
The Company’s Register of Directors’Interests, which is open to inspectionat the Registered Office, contains fulldetails of Directors’ share interests.
resolutionA resolution for shareholders toapprove the Directors’ RemunerationReport will be put forward at theAGM.
On behalf of the board
David Walton Masters Deputy Chairman
11 April 2006
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independent auditors’ reportto the shareholders of Laura Ashley Holdings plc
We have audited the group andparent company financial statements(the ‘financial statements’) of LauraAshley Holdings plc for the yearended 28 January 2006 whichcomprise the group incomestatement, the group and parentcompany balance sheets, the group and parent company statements ofchanges in shareholders’ equity, thegroup and parent company cash flowstatements and the related notes.These financial statements have been prepared under the accountingpolicies set out therein. We have also audited the information in thedirectors’ remuneration report that is described as having been audited.
This report is made solely to thecompany’s members, as a body, inaccordance with section 235 of theCompanies Act 1985. Our audit work has been undertaken so that we might state to the company’smembers those matters we arerequired to state to them in anauditors’ report and for no otherpurpose. To the fullest extentpermitted by law, we do not acceptor assume responsibility to anyoneother than the company and thecompany’s members as a body, forour audit work, for this report, or for the opinions we have formed.
respective responsibilitiesof directors and auditorsThe directors’ responsibilities forpreparing the annual report, thedirectors’ remuneration report and the financial statements inaccordance with applicable law and International Financial Reporting Standards as adopted by the European Union are set out in the statement of directors’responsibilities.
Our responsibility is to audit thefinancial statements and the part of the directors’ remuneration report
that is required to be audited, in accordance with relevant legal and regulatory requirements andInternational 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 whetherthe financial statements and the partof the directors’ remuneration reportthat is required to be audited have been properly prepared inaccordance with the Companies Act 1985 and Article 4 of the IASRegulation. We also report to you if, in our opinion, the directors’report is not consistent with thefinancial statements, if the group has not kept proper accountingrecords, if we have not received allthe information and explanations werequire for our audit, or if informationspecified by law regarding directors’remuneration and other transactionsis not disclosed.
We review whether the report oncorporate governance reflects thecompany’s compliance with the nine provisions of the 2003 FRCCombined Code specified for ourreview by the Listing Rules of theFinancial Services Authority and we report if it does not. We are not required to consider whether the board’s statements on internalcontrol cover all risks and controls, or form an opinion on theeffectiveness of the group’scorporate governance procedures or its risk and control procedures.
We read other information containedin the annual report and considerwhether it is consistent with theaudited financial statements. Thisother information comprises only the chairman’s statement, the chiefexecutive officer’s statement, theoperating and financial review, thedirectors’ report, the unaudited part
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of the directors’ remuneration reportand the group financial record. Weconsider the implications for ourreport if we become aware of anyapparent misstatements or materialinconsistencies with the financialstatements. Our responsibilities donot extend to any other information.
basis of audit opinionWe conducted our audit inaccordance with InternationalStandards on Auditing (UK andIreland) issued by the AuditingPractices Board. An audit includesexamination, on a test basis, ofevidence relevant to the amountsand disclosures in the financialstatements and the part of thedirectors’ remuneration report that is required to be audited. It alsoincludes an assessment of thesignificant estimates and judgementsmade by the directors in thepreparation of the financialstatements, and of whether theaccounting policies are appropriateto the group’s circumstances,consistently applied and adequatelydisclosed.
We planned and performed our audit so as to obtain all theinformation and explanations whichwe considered necessary in order toprovide us with sufficient evidence togive reasonable assurance that thefinancial statements and the part ofthe directors’ remuneration reportthat is required to be audited arefree from material misstatement,whether caused by fraud or otherirregularity or error. In forming ouropinion we also evaluated the overalladequacy of the presentation ofinformation in the financialstatements and the part of thedirectors’ remuneration report that is required to be audited.
opinionIn our opinion;• the group financial statements give
a true and fair view, in accordancewith International FinancialReporting Standards as adoptedby the European Union, of thestate of the group’s affairs as at 28 January 2006 and its profit for the year then ended;
• the parent company financialstatements give a true and fair view, in accordance withInternational Financial ReportingStandards as adopted by theEuropean Union and as applied in accordance with the provisionsof the Companies Act 1985, of the state of the parent company’saffairs as at 28 January 2006; and
• the financial statements and thepart of the directors’ remunerationreport that is required to beaudited have been properlyprepared in accordance with theCompanies Act 1985 and Article 4 of the IAS Regulation.
Chantrey Vellacott DFK LLPChartered AccountantsRegistered Auditors
London11 April 2006
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accounting policies
basis of accounting and consolidationThe financial statements have beenprepared under the historical costconvention, in accordance with IFRSand IFRIC and with those parts of theCompanies Act 1985 applicable tocompanies reporting under IFRS.
The financial statements of theGroup include the results of Laura Ashley Holdings plc and its subsidiaries and associatedcompanies. The results of anysubsidiary companies acquired ordisposed of during the reportingperiod are included in the Groupincome statement from the effectivedate of acquisition to the date ofdisposal.
associated companiesAssociated companies are thoseundertakings, other than subsidiaries,in which the Group holds a long-termparticipating interest and exertssignificant influence. The Group’sshare of the profits less losses of its associated companies are shownin the Group income statement. The investment in its associatedcompanies are stated at the Group’sshare of net assets less provisions.
Where the accounting policies of the associated companies do notnecessarily conform in all respects tothose of the Group, adjustments aremade on consolidation where theamounts involved are material to the Group.
revenueRevenue, which excludes valueadded taxes, represents the amountsreceivable from customers for goodssupplied and royalties and othersimilar income.
Royalty income is accounted for onan accruals basis to the extent that
the expectation of such income canbe reasonably quantified.
financial instrumentsShort-term receivables and payablesare not treated as financialinstruments.
The Group does not hold or issuederivative financial instruments fortrading purposes.
The principal derivative instrumentsused by the Group are forwardexchange contracts, althoughoccasionally swaps may also be used. The Group does not enter into speculative derivative contracts.Forward exchange contracts are used for hedging purposes tominimise the underlying exposure of the Group in accordance with theGroup’s risk management policies.
The costs and benefits arising fromarrangements to mitigate the effectof exchange rate fluctuations on theresults are dealt with in the incomestatement in the period in which therelated exposure arises.
currency translationTransactions denominated in foreigncurrencies are recorded at thebudgeted rates of exchange for the period.
The income statements of subsidiarycompanies operating outside theUnited Kingdom (‘the UK’) aretranslated into sterling using averagerates of exchange for the period. The net assets of such companies aretranslated into sterling at the rates ofexchange prevailing at the balancesheet date.
Exchange differences that relate to the translation of net assets of
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overseas companies and to foreigncurrency borrowings to the extentthat these provide a balance sheethedge, together with any taxthereon, are taken directly toreserves.
Monetary assets and liabilitiesdenominated in foreign currenciesare translated at the rates ofexchange prevailing at the balancesheet date.
All transactional exchangedifferences are taken to the incomestatement.
leased assetsAssets held under finance leases arecapitalised and depreciated in thesame manner as owned assets.Resulting lease obligations areincluded in other payables and theinterest element of rental payments is charged to the income statement.
Rentals payable under operatingleases are charged to the incomestatement, as incurred, over the lease term.
provisionsProvisions are recognised when theGroup has a present obligation (legalor constructive) as a result of a pastevent; it is probable that a transfer ofeconomic benefits will be required tosettle the obligation; and a reliableestimate can be made of the amountof obligation. Unless theseconditions are met, no provision is recognised.
property, plant and equipmentDepreciation of property, plant andequipment is calculated at ratesestimated to write off the cost of therelevant assets, less any estimatedresidual value, by equal amountsover their expected useful lives.
The principal lives used are:
Freehold buildings and long leasehold property 50 years
Short leasehold property Period of lease
Leasehold improvements Period of lease
Plant and machinery 10 years
Vehicles 5 years
Fixtures, fittings and equipment:
Computer systems 5 years
Shop fixtures and fittings 5 years
Other equipment, fixtures and fittings 5 to 10 years
Key money on properties, which ispaid in certain European countries, is written down by 25% over 10 years,to its estimated recoverable amount.
Software development costs arecapitalised as computer systemexpenditure.
payments on account andassets under constructionIn the course of capital projectswhere costs are incurred forpayments on account and assetsunder construction or installation of equipment, they are not subject to depreciation until they arereclassified after their completion.
reverse premiumsReverse premiums received on the inception of lease agreementsare released to the income statementover the period of the lease.
intangible assetsExpenditure on intellectual propertyrights is amortised over the terms ofthe license.
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accounting policies continued
investment in group undertakingsInvestment in Group undertakings isstated at cost less provision for anyimpairment in value.
inventoriesInventories are valued at the lower of average cost and net realisablevalue.
The cost of Group manufacturedproducts includes attributableoverheads based on a normal levelof activity. Net realisable value is theprice at which stocks can be sold inthe normal course of business afterallowing for the costs of realisationand, where appropriate, the cost ofconversion from their existing stateto a finished state.
deferred taxationFull provision is made for deferredtaxation on all timing differenceswhich have arisen but have notreversed at the balance sheet date,except as follows:
No provision is made for taxationliabilities which would arise on thedistribution of profits retained byoverseas subsidiaries, as there is no intention that such profits will beremitted in the foreseeable future.
Deferred tax is not recognised ontiming differences arising when non-monetary assets are revaluedunless there is a binding agreementto sell such an asset or the gain orloss expected to arise has beenrecognised.
pensionsThe Group operates various pension schemes for its permanentemployees. For the UK definedbenefit scheme, an independentactuary completes a valuation every three years, and in accordance
with their recommendations,contributions are paid to the schemeso as to secure the benefits as setout in the rules. The operating andfinancing costs of the scheme arerecognised in the income statement.The shortfall in the fair value of theplan assets as compared to thebenefit obligation, adjusted for anyunrecognised actuarial gains orlosses, is provided in full in thebalance sheet.
Cumulative actuarial gains and losses in excess of the greater of 10% of the assets or 10% of the obligations of the plan arerecognised in the income statementover the remaining average servicelives of the employees of the relatedplan, on a straight-line basis.
sources of estimationuncertaintyThe preparation of the financialstatements requires the Group tomake estimates, judgements andassumptions that affect the reportedamounts of assets, liabilities,revenues and expenses and relateddisclosure of contingent assets andliabilities. The Directors base theirestimates on historical experienceand various other assumptions thatthey believe are reasonable underthe circumstances, the results ofwhich form the basis for makingjudgements about the carrying valueof assets and liabilities that are notreadily apparent from other sources.Actual results may differ from these estimates under differentassumptions or conditions.
significant judgementsThe Group believes that the mostsignificant critical judgement area in the application of its accountingpolicies is its defined benefit pensionscheme assumptions.
group income statementfor the financial year ended 28 January 2006
2006 2005
notes £m £m
Revenue 1 211.1 238.9
Cost of sales (120.5) (137.9)
Gross profit 90.6 101.0
Operating expenses 2 (85.2) (96.3)
Profit from operations 3 5.4 4.7
Share of operating profit of associate 12 0.3 0.4
Net finance income/(cost) 6 0.4 (0.7)
Profit before taxation 6.1 4.4
Taxation 7 (1.9) (1.3)
Profit for the financial year 4.2 3.1
Earnings per share – basic and diluted 9 0.56p 0.42p
The Group’s results shown above are derived entirely from continuing operations.
The comparative Income Statement has been restated to account for the impact of IFRS. See Note 28 for the reconciliation from
UK GAAP to IFRS.
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balance sheetsas at 28 January 2006
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group company
2006 2005 2006 2005
notes £m £m £m £m
Non-current assetsProperty, plant and equipment 11 29.1 31.9 3.2 3.5
Deferred tax asset 20 3.9 3.9 – –
Investment in associate 12 3.4 3.5 0.8 0.8
Investment in subsidiaries 13 – – 99.2 98.5
36.4 39.3 103.2 102.8
Current assetsInventories 14 35.0 34.9 – –
Trade and other receivables 15 22.7 23.1 20.0 9.6
Cash and cash equivalents 22.1 16.1 8.6 8.4
79.8 74.1 28.6 18.0
Total assets 116.2 113.4 131.8 120.8
Current liabilitiesCurrent tax liabilities 1.9 2.0 – –
Bank borrowings 16 – 0.9 – –
Obligations under finance leases 17 0.3 0.3 0.3 0.3
Trade and other payables 18 41.3 36.7 2.5 2.6
43.5 39.9 2.8 2.9
Non-current liabilitiesBank borrowings 16 – 4.6 – –
Obligations under finance leases 17 0.2 0.5 0.2 0.5
Retirement benefit liabilities 27 13.3 13.3 – –
Provisions and other liabilities 20 0.2 0.2 0.5 0.3
13.7 18.6 0.7 0.8
Total liabilities 57.2 58.5 3.5 3.7
Net assets 59.0 54.9 128.3 117.1
EquityShare capital 21 37.3 37.3 37.3 37.3
Share premium 86.4 86.4 86.4 86.4
Own shares (0.8) (0.8) (0.8) (0.8)
Retained earnings (63.9) (68.0) 5.4 (5.8)
Total equity 59.0 54.9 128.3 117.1
The comparative Balance Sheets have been restated to account for the impact of IFRS. See Notes 29 and 30 for the reconciliation
from UK GAAP to IFRS.
The financial statements on pages 30 to 53 were approved by the Board on 11 April 2006 and signed on its behalf by:
David Walton Masters Deputy Chairman
Lillian Tan Lian Tee Chief Executive Officer
statement of changes in shareholders’equity for the financial year ended 28 January 2006
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share share own retained total
capital premium shares earnings equity
£m £m £m £m £m
Balance as at 1 February 2004 37.3 86.4 (0.8) (62.0) 60.9
Adoption of IAS 19 – – – (9.0) (9.0)
Restated 37.3 86.4 (0.8) (71.0) 51.9
Profit for the financial year ended 29 January 2005 – – – 3.5 3.5
Adoption of IAS 19 (0.4) (0.4)
Exchange differences on translation of investments – – – (0.1) (0.1)
Balance as at 29 January 2005 37.3 86.4 (0.8) (68.0) 54.9
Profit for the financial year ended 28 January 2006 – – – 4.2 4.2
Exchange differences on translation of investments – – – (0.1) (0.1)
Balance as at 28 January 2006 37.3 86.4 (0.8) (63.9) 59.0
group cash flow statement for the financial year ended 28 January 2006
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reconciliation of net cash flow tomovement in net funds for the financial year ended 28 January 2006
2006 2005
notes £m £m
Net increase in cash and cash equivalents 6.0 1.0
Cash inflow from changes in loans and leases 5.8 3.0
Change in net funds resulting from cash flows 11.8 4.0
New finance leases – (1.0)
Change in net funds during the financial year 11.8 3.0
Net funds at the beginning of the financial year 9.8 6.8
Net funds at the end of the financial year 23 21.6 9.8
2006 2005
notes £m £m
Operating activitiesCash generated from operations 22 16.0 7.2
Corporation tax paid (1.8) (0.8)
Net finance income/(cost) 0.3 (0.3)
14.5 6.1
Investing activitiesPurchase of property, plant and equipment (3.3) (3.8)
Sale of property, plant and equipment 0.5 1.6
Net cash received from associate 12 0.1 0.1
(2.7) (2.1)
Financing activitiesLoan repaid (5.5) (1.8)
Payment of finance lease obligations (0.3) (1.2)
(5.8) (3.0)
Net increase in cash and cash equivalents 6.0 1.0
Under IFRS, cash flows are categorised under three separate headings rather than the seven under UK GAAP. Apart from presentation,
there are no material differences between the cash flow statement under IFRS and the cash flow statement under UK GAAP.
notes to the financial statements
1 segmental analysisrevenue net assets revenue net assets
2006 2006 2005 2005 £m £m £m £m
Retail 183.4 43.0 206.5 47.4
Non-retail 27.7 16.0 32.4 7.5
211.1 59.0 238.9 54.9
Profit before taxationBranch contribution
Retail 18.0 18.5
Non-retail 8.3 9.0
26.3 27.5
Indirect overhead costs (20.9) (22.8)
Profit from operations 5.4 4.7
Share of profit of associate 0.3 0.4
Net finance income/(cost) 0.4 (0.7)
Profit before taxation 6.1 4.4
Retail revenue reflects sales through Laura Ashley’s managed stores, Mail Order and E-Commerce.
Non-retail revenue includes Licensing, Franchising and Manufacturing.
Branch contribution is stated after deducting direct operating expenses, buying, marketing and administrative costs.
2006 2005 £m £m
Revenue by destinationUK and Ireland 183.4 207.2
Continental Europe 6.8 8.0
Other 20.9 23.7
211.1 238.9
2 operating expenses2006 2005
£m £m
Distribution costs (69.1) (76.1)
Administrative expenses (16.1) (20.2)
(85.2) (96.3)
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notes to the financial statements continued
3 profit from operations is stated after charging/(crediting):2006 2005
£m £m
Depreciation on property, plant and equipment (note 11) 6.1 6.3
Exchange gains (0.3) (0.7)
Profit on disposal of property, plant and equipment (0.3) (1.0)
Operating lease and hire charges of:
Property 19.4 22.4
Others 2.5 2.7
Auditors’ remuneration 0.2 0.3
Cost of inventories recognised as an expense 105.5 122.6
Including: Reversal of provision for inventories obsolescence (0.6) –
Provision for inventories obsolescence – 0.3
4 employees2006 2005
number number
Average number of employees of the Group on a full-time equivalent basis:Manufacturing 213 214
Retail 1,584 1,745
Administration 403 438
Distribution 125 130
2,325 2,527
2006 2005£m £m
Staff costs for the financial year:Wages and salaries 37.1 42.3
Social security costs 2.9 3.3
Other pension costs 0.3 0.5
40.3 46.1
Key management’s compensationThe directors have identified 10 (2005: 14) key management personnel whose compensation was as follows:
2006 2005£m £m
Total salaries and benefits of:Directors 0.4 0.6Senior Management 0.2 0.2
0.6 0.8
5 directors’ remuneration2006 2005 £000 £000
Aggregate emoluments 398 575
Company pension contributions for defined benefit scheme – –
Company pension contributions for defined contribution scheme – –
At 28 January 2006 and 29 January 2005, no retirement benefits were accruing to any Directors under either defined benefit or defined
contribution pension schemes.
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During the year ended 28 January 2006 and the year ended 29 January 2005, there were no options exercised by the Directors or
amounts received under long-term incentive schemes.
The information required by the Companies Act 1985 and the Listing Rules of the Financial Services Authority is contained in the
Remuneration Report on pages 24 to 27.
directors’ interestsThe interests of the Directors (including alternates) in the shares and share options of the Company are disclosed on page 27.
6 net finance income/(cost)2006 2005
£m £m
Finance income 0.7 0.2
Less:
Finance cost relating to bank loans, overdrafts and other loans (0.2) (0.5)
Finance leases, hire purchase contracts and pension interest (0.1) (0.4)
Net finance income/(cost) 0.4 (0.7)
7 taxation2006 2005
£m £m
UK corporation taxCurrent year 1.5 2.2
Prior years – (1.1)
1.5 1.1
Relief for overseas tax – (0.1)
1.5 1.0
Overseas tax 0.3 0.1
Tax charge in associate 0.1 0.2
Taxation on profit on ordinary activities 1.9 1.3
2006 2005 Tax reconciliation £m £m
Profit before taxation 6.1 4.4
Tax at 30% (2005: 30%) 1.8 1.3
Adoption of IAS 19 – 0.1
Adjustments to tax in respect of previous periods – (1.1)
Rate adjustments relating to overseas profits 0.1 0.1
Expenses not deductible for tax purposes 0.1 1.3
Losses brought forward – (0.3)
Timing differences (0.1) (0.1)
Current tax charge for the year 1.9 1.3
8 Laura Ashley Holdings plc – income statementIn accordance with Section 230 of the Companies Act 1985, the Company has not presented its own income statement.
The Company’s profit for the financial year was £0.6 million (2005: loss £7.0 million).
notes to the financial statements continued
9 earnings per shareBasic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number
of ordinary shares during the year.
2006 2005
Basic and diluted earnings attributable to ordinary shareholders (£m) 4.2 3.1
Weighted average number of ordinary shares (‘000) – basic and diluted 743,547 743,547
Earnings per share 0.56p 0.42p
10 principal exchange rates2006 2005
average period end average period end
US Dollar 1.81 1.78 1.83 1.88
Euro 1.46 1.46 1.47 1.45
Japanese Yen 201 207 198 195
11 property, plant and equipment paid onplant, fixtures, account
land and buildings machinery fittings and and under freehold short leases and vehicles equipment construction total
Group £m £m £m £m £m £m
CostAt 30 January 2005 21.6 12.0 8.3 48.9 0.8 91.6
Additions 0.4 1.6 – 1.5 – 3.5
Disposals – (2.8) – (1.8) – (4.6)
At 28 January 2006 22.0 10.8 8.3 48.6 0.8 90.5
DepreciationAt 30 January 2005 8.4 4.3 8.0 39.0 – 59.7
Charge for the year 0.3 1.0 0.1 4.7 – 6.1
Disposals – (2.5) – (1.9) – (4.4)
At 28 January 2006 8.7 2.8 8.1 41.8 – 61.4
Net book valueAt 28 January 2006 13.3 8.0 0.2 6.8 0.8 29.1
At 29 January 2005 13.2 7.7 0.3 9.9 0.8 31.9
The net book value of property, plant and equipment includes an amount of £0.8 million (2005: £1.8 million) in respect of assets
held under finance leases and hire purchase contracts. The depreciation of these assets in the year amounted to £1.0 million
(2005: £1.4 million).
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land and fixtures, buildings fittings and freehold equipment total
Company £m £m £m
CostAt 28 January 2006 and 30 January 2005 2.8 1.0 3.8
DepreciationAt 30 January 2005 0.2 0.1 0.3
Charge for the year 0.1 0.2 0.3
At 28 January 2006 0.3 0.3 0.6
Net Book ValueAt 28 January 2006 2.5 0.7 3.2
At 29 January 2005 2.6 0.9 3.5
The net book value of property, plant and equipment includes an amount of £0.7 million (2005: £0.9 million) in respect of assets
held under finance leases and hire purchase contracts. The depreciation of these assets during the year amounted to £0.2 million
(2005: £0.1 million).
12 investment in associate2006 2005
£m £m
Japan – Laura Ashley Japan Co., Ltd.
Revenue 55.1 56.3
Profit before taxation 1.0 1.4
Share of profit before taxation 0.3 0.4
Total assets 25.1 26.4
Total liabilities (12.3) (13.1)
Net assets 12.8 13.3
Share of net assets 3.4 3.5
Investment in associate:Opening balance at 30 January 2005 3.5 3.4
Exchange movements (0.1) –
Dividend received (0.1) (0.1)
Share of profit after taxation 0.1 0.2
Closing balance at 28 January 2006 3.4 3.5
The Company's investment in Laura Ashley Japan Co., Ltd. is valued at the cost of acquisition of £0.8 million (2005: £0.8 million).
13 investment in subsidiariescost provision investment
Company £m £m £m
At 29 January 2005 146.6 (48.1) 98.5
Addition * 0.7 – 0.7
At 28 January 2006 147.3 (48.1) 99.2
* The Company acquired Laura Ashley (Ireland) Limited from Laura Ashley Investments Limited during the financial year ended 28 January 2006.
See note 32 for details of subsidiaries.
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notes to the financial statements continued
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14 inventories2006 2005
£m £m
Raw materials and consumables 2.2 2.8
Work in progress 0.4 0.8
Finished goods and goods for resale 32.4 31.3
35.0 34.9
The Company holds no inventories or work in progress.
15 trade and other receivablesgroup company
2006 2005 2006 2005 £m £m £m £m
Amounts falling due within one year:Trade receivables 7.5 7.4 – –
Amounts owed by subsidiaries – – 20.0 9.6
Amounts owed by associate (note 31) 4.1 4.1 – –
Other receivables 1.3 2.8 – –
Prepayments and accrued income 9.8 8.8 – –
22.7 23.1 20.0 9.6
16 bank borrowingsgroup company
2006 2005 2006 2005 £m £m £m £m
Amounts payable:
Within one year – 0.9 – –
In the second to fifth years inclusive – 2.9 – –
After five years – floating rate – 1.7 – –
– 5.5 – –
The borrowings at 29 January 2005 comprised floating rate bank borrowings bearing interest at rates based upon NatWest Base Rate
and were all secured over various fixed assets owned by the Group. These bank borrowings were fully settled during the financial year
ended 28 January 2006.
17 obligations under finance leasesgroup company
2006 2005 2006 2005 £m £m £m £m
Amounts payable:
Within one year 0.3 0.3 0.3 0.3
In the second to fifth years inclusive 0.2 0.5 0.2 0.5
0.5 0.8 0.5 0.8
There is no material difference between the total of the future minimum lease payments at the balance sheet date and their
present values.
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18 trade and other payablesgroup company
2006 2005 2006 2005 £m £m £m £m
Trade payables 19.8 16.2 – –
Amounts owed to subsidiaries – – 2.4 2.5
Social security and other taxes 3.5 3.3 – –
Other payables 13.0 10.0 – –
Accruals and deferred income 5.0 7.2 0.1 0.1
41.3 36.7 2.5 2.6
19 financial instrumentsThe Group’s policies as regards derivatives and financial instruments are set out in the accounting policies on page 30, and as
discussed in the Operating and Financial Review on page 13.
a) Interest rate riskFinancial liabilitiesFinancial liabilities consist of long-term finance leases and loans. See notes 16 and 17 for the maturity profile and rates of interest of
these items.
Financial assetsThe Group holds no fixed rate financial assets (2005: £nil).
Floating rate assets of £19.5 million comprise Sterling cash balances on short term deposit (2005: £13.1 million). The remaining cash
balances do not attract interest.
b) Currency profileThe main functional currency of the Group is Sterling. The following analysis of net monetary assets and liabilities shows the Group’s
currency exposures after the effects of any forward contracts used to manage currency exposure.
The amounts shown below represent the transactional exposure that gave rise to net currency gains and losses recognised in the
income statement (see note 3) shown below. Such exposure comprises the monetary assets and liabilities of the Group that are not
denominated in the functional currency of the operating unit involved.
net foreign currency net foreign currency monetary asset/(liability) monetary asset/(liability)
2006 2006 2005 2005£m £m £m £m
US$ Euro US$ Euro
Functional currency of Group operations Sterling 0.3 (1.0) (0.7) (1.0)
c) LiquidityFinancial liabilities consist of long-term finance leases and loans. See notes 16 and 17 for the maturity profile of these items.
notes to the financial statements continued
19 financial instruments continued
d) fair values of financial instrumentsThere is no material difference between the book value and the fair value of the Group’s financial instruments.
e) hedgesAs explained in the accounting policies on pages 30 and 31, the costs and benefits arising from arrangements to mitigate the effect of
exchange rate fluctuations on the Group’s results are dealt with in the income statement in the year in which the related
exposure arises.
Deferred and unprovided gains and losses are immaterial and have not been disclosed.
20 provisions for liabilities and chargesrationalisation of
store portfolio £m
At 28 January 2006 and at 30 January 2005 0.2*
* Onerous lease provisions which are being utilised over the length of the lease period.
deferred taxThe deferred tax liability in the Company is £0.5 million which represents a provision for capital allowances in excess of depreciation.
The deferred tax asset recognised and not recognised in the financial statements are as follows:
group company
2006 2005 2006 2005 £m £m £m £m
Amount recognised:Related to retirement benefit liabilities 3.9 3.9 – –
Amount not recognised:Losses not recognised 1.1 4.1 – –
21 share capital2006 2005
£m £m
Ordinary shares of 5p each
Authorised 1,000,000,000 (2005: 1,000,000,000) 50.0 50.0
Issued and fully paid 746,035,368 (2005: 746,035,368) 37.3 37.3
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22 reconciliation of profit from operations to net cash inflow from operating activities2006 2005
£m £m
Profit from operations 5.4 4.7
Depreciation charge 6.1 6.3
Profit on sale of property, plant and equipment (0.3) (1.0)
(Increase)/decrease in inventories (0.1) 6.9
Decrease/(increase) in receivables 0.4 (2.2)
Increase/(decrease) in payables 4.5 (6.6)
Movement in provisions – (0.8)
Net cash outflow in respect of restructuring – (0.1)
Net cash inflow from operating activities 16.0 7.2
23 analysis of net fundsat 30 Jan cash at 28 Jan
2005 flow 2006£m £m £m
Cash and cash equivalents 16.1 6.0 22.1
Bank borrowings (5.5) 5.5 –
10.6 11.5 22.1
Obligations under finance leases (0.8) 0.3 (0.5)
Net funds 9.8 11.8 21.6
24 contingent liabilitiesa) The Company has guaranteed the bank overdrafts and loans of certain subsidiary undertakings. At 28 January 2006, the liability
in respect of these guarantees was £7 million (2005: £23 million).
b) During the year ended 28 January 2006, Laura Ashley Limited fully settled its term loan of £5.5m. This term loan was guaranteed
by the Company.
c) Under the terms of the sale agreements entered into during the year ended 31 January 2004 for the disposal of certain
former subsidiary undertakings, the Company has a potential liability of £0.9 million in relation to warranty and tax claims
(2005: £0.9 million).
25 future commitmentsThe Group has commitments for contracted capital expenditure, not provided for in the accounts of £0.2 million
(2005: £0.4m).
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notes to the financial statements continued
26 leases2006 2005
£m £m
Estimated total commitment under operating leases:Within one year 16.0 16.5
Two to five years 50.0 53.2
After five years 36.0 36.0
102.0 105.7
Some shop premises acquired under operating leases are subject to rental charges based on a combination of a flat rental charge plus
a percentage of turnover achieved by that store. The above figures are based on the flat rental charge only.
Obligations under finance leases are disclosed in note 17.
27 group pension arrangementsThe Company operates a funded pension scheme in the UK which offers both pensions in retirement and death benefits to members.
The scheme has both defined benefit and defined contribution sections.
The scheme is closed to new members. With effect from 1 September 2005, the defined contribution section was established, and
in-service members ceased to accrue benefits within the defined benefit section, although such members’ pension benefits remain
linked to their final salary at retirement and their length of service before 1 September 2005.
Except where stated otherwise, this note refers only to the defined benefit section of the scheme.
The Company’s contributions to the defined benefit section of the scheme for the year beginning 29 January 2006 are expected to
be £485,000.
The Company has opted to amortise all actuarial gains and losses above the corridor (10% of the greater of assets or liabilities)
over the future working lifetime of the active membership.
A full actuarial valuation of the scheme was carried out as at 28 January 2006 by a qualified independent actuary. The major
assumptions used by the actuary were (in nominal terms) as follows:
as at as at28 Jan 2006 29 Jan 2005
Discount rate 4.70% 5.30%
Rate of salary increase 3.10% 5.00%
Rate of increase to inflation-linked pensions in payment 3.10% 3.00%
Rate of inflation 3.10% 3.00%
The assumptions used in determining the overall expected return of the scheme have been set with reference to yields available on
government bonds and appropriate risk margins.
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The assets in the scheme and the expected rates of return were:long-term long-term
rate of return value at rate of return value atexpected at 28 Jan 2006 expected at 29 Jan 200528 Jan 2006 £000 29 Jan 2005 £000
Equities 7.20% 25,204 7.60% 21,171
Bonds 4.70% 7,257 5.10% 6,508
Insured annuities 4.70% 1,910 5.30% 1,836
Other 4.50% 986 4.75% 204
35,357 29,719
The actual return on assets over the period was 6,221 2,583
Present value of defined benefit obligation:
Funded plans 51,098 44,403
Unfunded plans – –
Total 51,098 44,403
Present value of unfunded obligations 15,741 14,684
Unrecognised actuarial losses (2,430) (1,420)
Net liability in balance sheet 13,311 13,264
Reconciliation of opening and closing balances of the present value of the defined benefit obligation
Benefit obligation at beginning of year 44,403 40,421
Service cost 262 515
Interest cost 2,131 2,223
Contributions by plan participants 39 84
Actuarial loss 5,403 2,046
Benefits paid (1,140) (886)
Benefit obligation at end of year 51,098 44,403
Reconciliation of opening and closing balances of the fair value of plan assets
Fair value of plan assets at beginning of year 29,719 27,491
Expected return on plan assets 2,028 1,957
Actuarial gain 4,193 626
Contributions by employers 518 447
Contributions by plan participants 39 84
Benefits paid (1,140) (886)
Fair value of plan assets at end of year 35,357 29,719
The amounts recognised in the income statement are:
Current service cost 262 515
Interest on obligation 2,131 2,223
Expected return on plan assets (2,028) (1,957)
Total expense 365 781
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notes to the financial statements continued
27 group pension arrangements continued
History of scheme assets and obligationsas at as at as at
28 Jan 2006 29 Jan 2005 31 Jan 2004£000 £000 £000
Present value of defined benefit obligation 51,098 44,403 40,421
Fair value of scheme assets 35,357 29,719 27,491
Deficit in the scheme (15,741) (14,684) (12,930)
Unrecognised actuarial losses 2,430 1,420 –
Net liability in balance sheet (13,311) (13,264) (12,930)
28 reconciliation of profit for the 52 weeks ended 29 January 2005effect of
UK GAAP transition IFRS£m £m £m
Revenue 238.9 – 238.9
Cost of sales (137.9) – (137.9)
Gross profit 101.0 – 101.0
Operating expenses (96.2) (0.1) (96.3)
Profit from operations 4.8 (0.1) 4.7
Share of operating profit of associate 0.4 – 0.4
Net financing cost (0.4) (0.3) (0.7)
Profit before taxation 4.8 (0.4) 4.4
Taxation (1.3) – (1.3)
Profit for the financial year 3.5 (0.4) 3.1
The impact of the transition to IFRS is an increase in the net operating expenses and net financing costs of £0.1 million and
£0.3 million respectively.
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29 reconciliation of net assets as at 1 February 2004effect of
UK GAAP transition IFRS£m £m £m
Non-current assetsProperty, plant and equipment 33.9 – 33.9
Deferred tax asset – 3.9 3.9
Investment in associate 3.4 – 3.4
37.3 3.9 41.2
Current assetsInventories 41.8 – 41.8
Trade and other receivables 20.8 – 20.8
Cash and cash equivalents 15.1 – 15.1
77.7 – 77.7
Total assets 115.0 3.9 118.9
Current liabilitiesCurrent tax liabilities 1.5 – 1.5
Bank borrowings 1.7 – 1.7
Obligations under finance leases 1.0 – 1.0
Trade and other payables 43.2 – 43.2
47.4 – 47.4
Non-current liabilitiesBank borrowings 5.6 – 5.6
Obligations under finance leases – – –
Retirement benefit liabilities – 12.9 12.9
Provisions and other liabilities 1.1 – 1.1
6.7 12.9 19.6
Total liabilities 54.1 12.9 67.0
Net assets 60.9 (9.0) 51.9
The impact of implementing IAS 19 is to recognise a pension liability of £12.9 million in the Group’s Balance Sheet. The net impact is
a reduction in the consolidated net assets of £9.0 million after deducting the related deferred tax of £3.9 million.
notes to the financial statements continued
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30 reconciliation of net assets as at 29 January 2005effect of
UK GAAP transition IFRS£m £m £m
Non-current assetsProperty, plant and equipment 31.9 – 31.9
Deferred tax asset – 3.9 3.9
Investment in associate 3.5 – 3.5
35.4 3.9 39.3
Current assetsInventories 34.9 – 34.9
Trade and other receivables 23.1 – 23.1
Cash and cash equivalents 16.1 – 16.1
74.1 – 74.1
Total assets 109.5 3.9 113.4
Current liabilitiesCurrent tax liabilities 2.0 – 2.0
Bank borrowings 0.9 – 0.9
Obligations under finance leases 0.3 – 0.3
Trade and other payables 36.7 – 36.7
39.9 – 39.9
Non-current liabilitiesBank borrowings 4.6 – 4.6
Obligations under finance leases 0.5 – 0.5
Retirement benefit obligations – 13.3 13.3
Provisions and other liabilities 0.2 – 0.2
5.3 13.3 18.6
Total liabilities 45.2 13.3 58.5
Net assets 64.3 (9.4) 54.9
The impact of implementing IAS 19 is to recognise a pension liability of £13.3 million in the Group’s Balance Sheet. The net impact is
a reduction in the consolidated net assets of £9.4 million after deducting the related deferred tax of £3.9 million.
31 related party transactionsroyalty amounts
sales to income from owed by related related related parties parties parties
Group £m £m £m
Year ended 28 January 2006
Laura Ashley Japan Co., Ltd. 11.2 2.3 4.1
Laura Ashley, Inc. – – 0.3
Revman Industries, Inc. – 0.7 0.2
Year ended 29 January 2005
Laura Ashley Japan Co., Ltd. 13.2 1.7 4.1
Laura Ashley, Inc. – – 1.1
Revman Industries, Inc. – 0.8 0.3
Laura Ashley Japan Co., Ltd. is an associated undertaking (note 32). Revman Industries, Inc. is a subsidiary of Aeon Co., Ltd. (formerly
known as Jusco Co., Ltd.). Mr M Okada, a Director of the Company, is also a Director of Aeon Co., Ltd. Laura Ashley, Inc.
is owned by Laura Ashley (North America) Inc., whose major shareholder is Regent Carolina Corporation (99.9%), (an associated
company of Malayan United Industries Berhad).
Laura Ashley Limited is currently subletting office space to Corus Hotels plc (formerly Corus & Regal Hotels plc). Under the terms
of the agreement Laura Ashley Limited will receive £0.1 million per annum until the next rent review. Corus Hotels plc is owned by
London Vista Hotel Limited, a wholly owned subsidiary of Malayan United Industries Berhad.
Malayan United Industries Berhad has the right to appoint up to three directors to the Board of Laura Ashley.
CompanyDuring the year, the Company’s transactions with Group companies were as follows:
2006 2005£m £m
Finance income 0.6 1.1
Finance cost – (0.2)
Rental income 0.5 0.5
Lease of equipment 0.3 0.1
Dividends received 10.6 –
The Company has outstanding balances with Group companies that are disclosed in notes 15 and 18, and has investments in Group
companies as detailed in note 32.
The Company did not pay any compensation to key management personnel.
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notes to the financial statements continued
32 group undertakingsPrincipal subsidiaries country of incorporation and operation
Laura Ashley Limited* England and Wales
Laura Ashley Investments Limited* England and Wales
Texplan Manufacturing Limited* England and Wales
Premier Home Logistics Limited England and Wales
Laura Ashley Holdings B.V.* Netherlands
Laura Ashley Manufacturing B.V. Netherlands
Laura Ashley S.A. France
Laura Ashley GmbH Germany
Laura Ashley España S.A. Spain
Laura Ashley (Ireland) Limited * Ireland
All subsidiaries are wholly owned, and 100% of voting rights are held by the Company (2005: 100%).
*Held directly by Laura Ashley Holdings plc.
Associated undertaking country of incorporation and operation
Laura Ashley Japan Co., Ltd. Japan
26.79% of the issued ordinary share capital of Laura Ashley Japan Co., Ltd is held by Laura Ashley Holdings plc as at 28 January 2006
(2005: 26.79%).
Group undertakings are involved in the design, manufacture, sourcing, distribution and sale of Laura Ashley products. All Group
undertakings are unlisted.
33 share optionsshare option scheme
Under the Laura Ashley 1995 Executive Share Option Scheme, the Board was able to grant options to subscribe for new, or acquire
existing, ordinary shares in the Company to selected employees and Executive Directors. Options so granted entitle the recipient to
obtain ordinary shares in the Company at not less than market value shortly before the grant of the options.
An option is normally exercisable between three and ten years following its grant, provided a performance condition set by the
Remuneration Committee has been satisfied. The condition applied to date requires that options will be exercisable only if the
Company’s growth in earnings per share, over any three year period between grant and exercise, exceeds the growth in the Retail
Prices Index by an average of at least 2% per year and that a dividend has been declared on the Company’s ordinary shares in respect
of the Company’s financial year preceding that in which the option is exercised. For this purpose, earnings per share is determined in
accordance with IAS 33, adjusted as the Remuneration Committee considers appropriate.
During the course of the year, all remaining options granted under the Laura Ashley Share Option Scheme 1985 lapsed.
At 11 April 2006, outstanding options, granted under the Laura Ashley 1995 Executive Share Option Scheme, were as follows:
date from latest number of shares reserved option which expiry
Date of grant 2006 2005 price exercisable date
11 May 1995* – 40,000 £0.78 11.05.98 10.05.05
28 October 1997 20,000 20,000 £0.495 28.10.00 27.10.07
11 November 1998 55,000 170,000 £0.35 11.11.01 10.11.08
21 October 1999 30,000 30,000 £0.35 21.10.02 20.10.09
* Laura Ashley Share Option Scheme 1985
The middle market price of an ordinary share at 28 January 2006 was 12.25 pence and at 29 January 2005 was 11.75 pence. annu
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During this financial year, the highest price of an ordinary share was 17.00 pence and the lowest price was 9.75 pence.
All the options detailed above relate to new issue shares.
employee benefit trustIn July 1995 the Company established a discretionary employee benefit trust (the ‘EBT’), the Laura Ashley Employee Share Ownership
Trust, for the benefit of employees and former employees of the Group (including Executive Directors). The trustee is Kleinwort
Benson (Jersey) Trustees Limited (the ‘Trustee’) which is an independent professional trust company. The Company makes
recommendations to the Trustee in relation to the provision of benefits.
At 28 January 2006, the Trustee owned 2,487,992 (2005: 2,487,992) ordinary shares of 5p each representing 0.33% (2005: 0.33%) of the
Company’s issued share capital and with a market value on that date of £0.3 million (2005: £0.3 million). The EBT has waived its rights
to dividends on all its shares. At 28 January 2006 and 11 April 2006, no shares (2005: 550,000 shares) were subject to options under the
Laura Ashley 1995 Executive Share Option Scheme, such options having all lapsed on 30 June 2005, following the departure of the last
remaining employee under the said scheme as shown below:date from latest
option which expiry2006 2005 price exercisable date
22 May 1997 – 50,000 £1.02 22.05.00 21.05.07
11 November 1998 – 125,000 £0.35 11.11.01 10.11.08
– 125,000 £0.50 11.11.02 10.11.08
– 125,000 £1.00 11.11.03 10.11.08
– 125,000 £1.50 11.11.04 10.11.08
The EBT was originally funded by an interest free loan of £5.0 million from the Company under a loan agreement. In 1995, the EBT
purchased 2,487,992 shares for £3.2 million at £1.294 per share. The total costs incurred by the EBT for the said share purchase were
£3.4 million inclusive of transaction costs of £0.2 million. The balance of the loan not utilised of £1.6 million was then returned by the
EBT to the Company as it was not needed. The assets, liabilities, income and costs of the EBT are incorporated into the financial
statements of the Company.
Under the said loan agreement, the due date for the repayment of the loan was 25 July 2005. As the Trustee was not in a position
to repay the loan at that date, the Company extended the period of repayment for a further year, until 25 July 2006.
Due to the uncertainty in receiving the full settlement of the loan from the EBT, the Company made a provision of £2.4 million at
31 January 1998. At the same time the value of the shares held by the EBT were written-down from £3.2 million to £0.8 million based
on the then current market price of 34.5p.
For the financial year ended 28 January 2006, the costs charged to the Group Income Statement were £2,000 (2005: £2,000).
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group financial recordas at 28 January 2006
IFRS UK GAAP
2006 2005 2004 2003 2002 2001 2000
Income statement £m £m £m £m £m £m £m
Revenue 211.1 238.9 283.5 292.0 276.8 259.1 247.3
Profit/(loss) from operations 5.4 4.7 3.3 (4.5) 8.5 8.8 (3.2)
Share of operating profit of associate 0.3 0.4 0.6 0.9 1.1 1.5 0.6
Exceptional items – – – (9.2) – – –
Net finance income/(cost) 0.4 (0.7) 0.8) (1.3) (0.3) (0.1) (1.5)
Profit/(loss) before taxation 6.1 4.4 3.1 (14.1) 9.3 10.2 (4.1)
Taxation (1.9) (1.3) (1.1) (1.4) (1.2) (2.3) (0.3)
Profit/(loss) for the financial year 4.2 3.1 2.0 (15.5) 8.1 7.9 (4.4)
IFRS UK GAAP
2006 2005 2004 2003 2002 2001 2000
Balance sheet £m £m £m £m £m £m £m
Non-current assets 36.4 39.3 37.3 44.2 42.2 30.1 23.6
Net current assets 36.3 34.2 30.3 23.0 31.0 36.3 34.3
Non-current liabilities (0.2) (5.1) (5.6) (8.4) (3.1) (0.9) (0.3)
Provision for liabilities and charges (13.5) (13.5) (1.1) (6.8) (2.1) (4.6) (4.9)
Net assets 59.0 54.9 60.9 52.0 68.0 60.9 52.7
Issued share capital 37.3 37.3 37.3 29.8 29.8 29.8 29.8
Reserves 21.7 17.6 23.6 22.2 38.2 31.1 22.9
Equity shareholders’ funds 59.0 54.9 60.9 52.0 68.0 60.9 52.7
StatisticsEarnings/(loss) per share 0.56p 0.42p 0.28p (2.62p) 1.37p 1.33p (0.86)p
Proposed dividends per share 0.5p – – – – – –
Profit/(loss) from operations
as a percentage of revenue 2.6% 2.0% 1.1% (1.5)% 2.8% 2.7% (1.0)%
Profit/(loss) before taxation
as a percentage of net assets 10.3% 8.0% 5.1% (27.1)% 13.7% 16.7% (7.8)%
Net asset value per ordinary share 7.92p 7.36p 7.96p 8.70p 11.40p 10.21p 8.8p
Gearing* – – – 9.3% – – –
In the above table, 2005 and 2006 figures reflect the results and state of affairs of the Group reported in accordance with IFRS. It is not
practicable to restate previous years results according to IFRS. Refer to notes 28 to 30 for an indication of the impact of conversion from
UK GAAP to IFRS.
*Computed as (bank borrowings less cash and cash equivalents)/ net assets.
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shareholders’ informationas at 11 April 2006
shareholders’ helpline number0870 702 0000Computershare Services PLC, the Company’s Registrar, hasintroduced a facility whereshareholders are able to accessdetails of their shareholding over the internet, subject to passing an identity check. You can access this service on their website atwww.computershare.com. The sitealso includes information on recenttrends on the Company’s share price.
website addresswww.lauraashley.com
financial calendarAnnual General Meeting2.00 pm, Friday 16 June 2006
Proxies to reach Registrars prior to2.00 pm, Wednesday 14 June 2006
Meeting to be held atThe Breakfast Room Corus Hotel Hyde ParkLancaster Gate London W2 3LG
Accounting Periods 2006/2007First half-year endsSaturday 29 July 2006
Second half-year endsSaturday 27 January 2007
trademarks
LAURA ASHLEY
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notice of 2006 annual general meeting
Notice is hereby given that theAnnual General Meeting of LauraAshley Holdings plc will be held atthe Breakfast Room, Corus HotelHyde Park, Lancaster Gate, LondonW2 3LG on Friday, 16 June 2006 at2.00 pm for the transaction of thefollowing business:
ordinary business1) To receive and adopt theDirectors’ Report and Accounts forthe year ended 28 January 2006,together with the Auditors’ Report.
2) To re-elect Mr Motoya Okada*†
who retires by rotation in accordancewith the Articles of Association of theCompany, as a Director.
3) To re-elect Mr David WaltonMasters*† who retires by rotation in accordance with the Articles ofAssociation of the Company, as aDirector.
4) To re-elect Ms Lillian Tan Lian Teewho retires by rotation in accordancewith the Articles of Association of the Company, as a Director.
5) To reappoint Chantrey VellacottDFK LLP, Chartered Accountants andRegistered Auditors, as Auditors to the Company, to hold office from the conclusion of the Annual General Meeting to the conclusion of the next general meeting of the Company at which accounts are laid before shareholders and to authorise the Directors todetermine their remuneration.
special businessTo consider and, if thought fit, passthe following resolutions of whichResolutions 6, 7 and 8 will beproposed as ordinary resolutions and Resolutions 9 and 10 will beproposed as a special resolutions.
ordinary resolutions6) To approve the Directors’Remuneration Report.
7) THAT, a final dividend of 0.5p perordinary share for the year ended 28 January 2006 be declared andpaid on 14 July 2006 to holders ofordinary shares on the register on 30 June 2006 in respect of eachordinary share.
8) THAT, in addition to and withoutprejudice to all existing authorities,the Directors shall have general andunconditional authority to exercise all powers of the Company to allotrelevant securities (within themeaning of Section 80 of theCompanies Act 1985) (the ‘Act’)having an aggregate nominal valueof up to £12,309,583.57 provided that this authority shall expire at the conclusion of the next annualgeneral meeting of the Company, or 15 months from the date of thisResolution, whichever is the earlier,save that the Company may beforesuch expiry make an offer oragreement which would or mightrequire relevant securities to beallotted after such expiry and the Directors may allot relevantsecurities in pursuance of such offeror agreement as if the authorityhereby conferred had not expired.
special resolution9) THAT, in addition to and withoutprejudice to all existing authorities,the Directors be and are herebygenerally empowered pursuant to Section 95 of the Act to allotequity securities (within the meaningof Section 94 of the Act) pursuant tothe authority conferred by Resolution8 above as if Section 89(1) of the Actdid not apply to any such allotmentprovided that this power shall belimited to:
a) the allotment (otherwise thanpursuant to sub-paragraph (b)below) of equity securities whichare, or are to be, wholly paid up incash up to an aggregate nominalamount equal to £3,730,176.84representing 10% of the issuedshare capital of the Company; and
b) the allotment of equity securitiesin connection with a rights issue,open offer or otherwise toordinary shareholders inproportion (as nearly as may be) to the respective numbers ofordinary shares held by themsubject to (i) the Directors having a right to aggregate and sell forthe benefit of the Company allfractions of a share which mayarise in apportioning equitysecurities among the ordinaryshareholders of the Company and (ii) such exclusions or otherarrangements as the Directors may deem necessary or expedient in relation to legal or practicalproblems under the laws of, or the requirements of, anyrecognised regulatory body or any stock exchange in, or by virtue of the ordinary shares beingrepresented by depositary receiptsin, any overseas territory,
and shall expire at the conclusion of the next annual general meetingof the Company or 15 months from the date of this Resolution,whichever is the earlier, provided that the Company may before suchexpiry make an offer or agreementwhich would or might require equitysecurities to be allotted after suchexpiry and the Directors may allotequity securities in pursuance of suchoffer or agreement as if the powerhereby conferred had not expired.
10) THAT the Directors be and arehereby authorised to make marketpurchases (as defined in Section 166
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of the Act of its ordinary 5p sharesprovided that:
a) the Company does not purchaseunder this authority more than111,905,304 ordinary shares;
b) the Company does not pay lessthan 5p for each ordinary shares;
c) the Company does not pay foreach ordinary share more than105% of the average of the middlemarket price of the ordinary sharesaccording to the Daily Official List of the London Stock Exchange forthe five business days immediatelypreceding the date on which theCompany agrees to buy theordinary shares concerned;
this authority shall expire at theconclusion of the next annualgeneral meeting of the Company or 15 months from the date of thisResolution, whichever is the earlier,provided that the Company maybefore such expiry make an offer or agreement where the purchasewill or may be executed after theauthority terminates (either wholly or in part) and the Directors may complete such purchase in pursuance of such offer oragreement as if the power herebyconferred had not expired.
To transact any other businessconsidered appropriate to be dealtwith at an Annual General Meeting.
By order of the board
David R Cook ACA Secretary
27 Bagleys Lane, FulhamLondon SW6 2QA
11 April 2006
* Member of the Audit Committee† Member of the Remuneration Committee
notes1) If you have sold or transferred
all of your shares in the Company,
please send this document, together
with the accompanying form of proxy,
to the purchaser or transferee or to the
stockbroker, bank or other agent through
whom the sale or transfer was effected,
for delivery to the purchaser or transferee.
2) The Company, pursuant to Regulation
no. 41 of the Uncertificated Securities
Regulations 2001, specifies that only
holders of ordinary shares registered in
the Register of Members of the Company
as at 2.00 pm on 14 June 2006 shall be
entitled to attend and vote at the Annual
General Meeting in respect of the
number of shares registered in their name
at that time. Changes to entries on the
Register of Members after 2.00 pm on
14 June 2006 shall be disregarded in
determining the right of any person
to attend and vote at the Meeting.
3) A member of the Company who
is entitled to attend and vote at the
Meeting convened by this Notice, may
appoint one or more proxies to attend
and, on a poll, vote in his or her place.
A proxy need not be a member of the
Company. A form of proxy is enclosed.
In order to be valid, an instrument
appointing a proxy and any power of
attorney under which it is executed (or
a notarially certified copy thereof) must
be deposited at Computershare Investor
Services PLC, PO Box 1075, The Pavilions,
Bridgwater Road, Bristol BS99 3FA,
not later than 48 hours before the
time appointed for the Meeting. The
completion and return of a form of proxy
will not, however, preclude shareholders
from attending and voting in person at
the Meeting should they so wish.
4) There will be available for inspection
at the Company’s Registered Office
at 27 Bagleys Lane, Fulham, London
SW6 2QA, during normal business
hours on any weekday (public holidays
excluded) from the date of this Notice
until the date of the Annual General
Meeting, and at the place of the Meeting
for 15 minutes prior to and during the
Meeting the following:
a) the Register of Directors’ Interests
in the shares of the Company, kept in
accordance with Section 325 of the Act;
and
b) copies of the Directors’ service
contracts and letters of appointment.
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store locations
store type address telephoneAberdeen Mixed product 44/45 Bon Accord Centre, George Street, Aberdeen, Aberdeenshire, AB25 1HJ 0871 223 1488Aberystwyth Home 19/21 North Parade, Aberystwyth, Ceredigion, SY23 2JN 0871 223 1334Amersham Home 23 Woodside Road, Amersham, Buckinghamshire, HP6 6AA 0871 223 1456Ashford Concession c/o Homebase, Unit 3 Barrey Road, Ashford Business Park, Sevington, Ashford, Kent, TN24 0LQ 0871 223 1434Aylesbury Mixed product 10 Hale Leys, Aylesbury, Buckinghamshire, HP20 1ST 0871 223 1457Ayr Concession c/o Homebase, Unit 8, Heathfield Retail Park, Ayr, Ayrshire, KA8 9DJ 0871 223 1301
Banbury Home 43 Market Place, Banbury, Oxfordshire, OX16 5NW 0871 223 1458Bangor Concession c/o Homebase, Balloo Retail Park, Balloo Link Road, Bangor, County Down,
Northern Ireland, BT19 7QT 0871 223 1346Bangor Home Plot 1, Caernarfon Road, Bangor, Gwynedd, LL57 4DB 0871 223 1480Basingstoke Concession c/o Homebase, Winchester Road, Basingstoke, Hampshire, RG22 6HN 0871 223 1459Bath Concession c/o Homebase, Pines Way, Bath, Avon, BA2 3ET 0871 223 1327Bath Mixed product 8/9 New Bond Street, Bath, Avon, BA1 1BE 0871 223 1328Bedford Mixed product 75 High Street, Bedford, Bedfordshire, MK40 1NE 0871 223 1370Belfast Concession c/o Homebase, Sprucefield Centre, Lisburn, Co. Antrim, Northern Ireland, BT27 5UN 0871 223 1482Belfast Mixed product 9 Castle Court Centre, Royal Avenue, Belfast, Co. Antrim, Northern Ireland, BT1 1DD 0871 223 1481Belfast Home Unit 11a, Boucher Retail Park, Boucher Crescent, Belfast, Co Antrim,
Northern Ireland, BT12 6HU 0871 223 1561Berkhamsted Home 172-176 High Street, Berkhampsted, Hertfordshire, HP4 3AP 0871 223 1557Beverley Home 36/40 Toll Gavel, Beverley, East Yorkshire, HU17 9AR 0871 223 1310Biggleswade Home Unit A1, Biggleswade Retail Park, Biggleswade, Bedfordshire, SG18 8PS 0871 223 1371Birkdale Home 38 Weld Road, Birkdale, Southport, Lancashire, PR8 2ED 0871 223 1347Birmingham Home 589-613 Hagley Road West, Quinton, Birmingham, B32 1BY 0871 223 1349Birmingham Home 18 The Pavillions, 38 High Street, Birmingham, West Midlands, B4 7SL 0871 223 1566Bishop’s Stortford Mixed product 17 South Street, Bishop’s Stortford, Hertfordshire, CM23 3AB 0871 223 1372Blackheath Concession c/o Homebase, 241 Kidbrooke Park Road, Kidbrooke, London, SE3 9PP 0871 223 1435Bluewater Park Mixed product L103 Lower Guildhall, Bluewater, Greenhithe, Kent, DA9 9SN 0871 223 1436Bolton Home 63 The Linkway, Middlebrook, Horwich, Bolton, Lancashire, BL6 6JA 0871 223 1563Bournemouth Home 2 Westover Retail Park, Wimbourne Road, Bournemouth, Dorset, BH9 2EG 0871 223 1415Bracknell Concession c/o Homebase, Wokingham Road, Bracknell, Berkshire, RG42 1NB 0871 223 1460Bradford Concession c/o Homebase, 762 Harrogate Road, Greengates, Bradford, West Yorkshire, BD10 0QF 0871 223 1311Brentwood Home 1 Weald Road, Brentwood, Essex, CM14 4SN 0871 223 1432Brighton Mixed product 45 East Street, Brighton, East Sussex, BN1 1HN 0871 223 1416Bristol Home 62 Queens Road, Clifton, Bristol, Avon, BS8 1RE 0871 223 1325Bristol Mixed product Unit M14, The Galleries, Broadmead, Bristol, BS1 3XF 0871 223 1326Bromley Mixed product 62 High Street, Bromley, Kent, BR1 1EY 0871 223 1437Bury St Edmunds Mixed product 1 The Lexicon, Cornhill, Bury St Edmunds, Suffolk, IP33 1BT 0871 223 1373
Camberley Concession c/o Homebase, 560 London Road, Camberley, Surrey, GU15 3XS 0871 223 1461Cambridge Mixed product 14 Trinity Street, Cambridge, Cambridgeshire, CB2 1TB 0871 223 1374Canterbury Home Unit 1b, 26 Maynard Road, Wincheap Trading Estate, Canterbury, Kent, CT1 3RH 0871 223 1438Cardiff Mixed product 6 Queens West Precinct, Queens Street, Cardiff, South Glamorgan, CF1 4AH 0871 223 1392Carlisle Mixed product 3/4 Grapes Lane, Carlisle, Cumbria, CA3 8NH 0871 223 1302Carmarthen Home Unit 3, Parc Pensarn, Llanelli Road, Carmarthen, Carmarthenshire, SA31 2NF 0871 223 1394Chelmsford Mixed product 10/13 Grays Brewery Yard, Springfield Road, Chelmsford, Essex, CM2 6QR 0871 223 1375Cheltenham Mixed product 92 The Promenade, Cheltenham, Gloucestershire, GL50 1NB 0871 223 1395Chester Concession c/o Homebase, Chester Retail Park, Sealand Road, Chester, Cheshire, CH1 4RY 0871 223 1352Chester Mixed product 20-24, Paddock Row, The Mall Shopping Centre, Chester, Cheshire, CH1 1ED 0871 223 1351Chichester Home 104 The Hornet, Chichester, West Sussex, PO19 7JR 0871 223 1418Chichester Mixed product 32 North Street, Chichester, West Sussex, PO19 1LX 0871 223 1417Cirencester Home 42a Querns Lane, Cirencester, Gloucestershire, GL7 1RH 0871 223 1383Colchester Concession c/o Homebase, St Andrews Avenue, Colchester, Essex, CO4 3BG 0871 223 1377Colchester Mixed product 4/5 Trinity Square, Colchester, Essex, CO1 1JR 0871 223 1376Coleraine Mixed product 2-6 Stone Row, Coleraine, Northern Ireland, BT52 1EP 0871 223 1483Congleton Home Unit C, Congleton Retail Park, Barn Road, Congleton, Cheshire, CW12 1LJ 0871 223 1559Cork Home Units 9/10, Merchants Quay, Patrick Street, Cork, Ireland 00353 214 944 694Crawley Mixed product Unit 78, County Mall, Crawley, West Sussex, RH10 1FD 0871 223 1439
Derby Concession c/o Homebase, Kingsway, Derby, Derbyshire, DE22 3NF 0871 223 1313Derby Mixed product 8 Albert Street, Derby, Derbyshire, DE1 2DS 0871 223 1312Doncaster Concession c/o Homebase, Milethorn Lane, Doncaster, South Yorkshire, DN1 2SU 0871 223 1314Dublin Mixed product 60/61 Grafton Street, Dublin 2, Ireland 00353 1633 0050Dublin Home Unit 6A, West End Retail Park, Blanchardstown, Dublin 15, Ireland 00353 1885 1292Dudley Mixed product 61b Merry Hill Centre, Brierley Hill, Dudley, West Midlands, DY5 1QX 0871 223 1353
Eastbourne Mixed product 129/131 Terminus Road, Eastbourne, East Sussex, BN21 3NR 0871 223 1441Edinburgh Mixed product 51 George Street, Edinburgh, Midlothian, EH2 2HT 0871 223 1304Ewell Concession c/o Homebase, 23 Reigate Road, Ewell Bypass, Ewell, Surrey, KT17 1PE 0871 223 1442
store type address telephoneExeter Concession c/o Homebase, Moor Lane, Sowton Industrial Estate, Exeter, Devon, EX2 7JA 0871 223 1397Exeter Mixed product 41/42 High Street, Exeter, Devon, EX4 3DJ 0871 223 1396
Farnham Home The Barn, The Lion and Lamb Yard, Farnham, Surrey, GU9 7LL 0871 223 1419
Gateshead Mixed product 14a The Parade, Metro Centre, Gateshead, Tyne and Wear, NE11 9YJ 0871 223 1315Glasgow Concession c/o Homebase, Main Street, Milngavie, Glasgow, East Dumbartonshire, G62 6JP 0871 223 1305Glasgow Mixed product 36-38 West George Street, Glasgow, Strathclyde, G2 1DA 0871 223 1479Gloucester Concession c/o Homebase, Eastbrook Road, Off Eastern Avenue, Gloucester, Gloucestershire, GL4 3DP 0871 223 1398Gloucester Home Unit 2 Blooms of Bressingham, Bath Road, Haresfield, Gloucester, Gloucestershire, GL10 3DP 0871 223 1558Guildford Concession c/o Homebase, Europa Park Road, Guildford, Surrey, GU1 1AJ 0871 223 1421Guildford Mixed product 71/72 North Street, Guildford, Surrey, GU1 4AW 0871 223 1420
Harlow Home Unit 6A, Queensgate Centre, Edinburgh Way, Harlow, Essex, CM20 2DH 0871 223 1378Harrogate Mixed product 3 James Street, Harrogate, North Yorkshire, HG1 1QS 0871 223 1316Hedge End Concession c/o Homebase, Hedge End Retail Park, Southampton, Hampshire, SO30 2UH 0871 223 1423Hereford Mixed product 7 Commercial Street, Hereford, Herefordshire, HR1 2DB 0871 223 1399Hornsea Mixed product Unit 427, Hornsea Freeport, Hornsea, East Yorkshire, HU18 1UT 0871 223 1317Horsham Mixed product 3/4 Middle Street, Horsham, West Sussex, RH12 1NW 0871 223 1443Huddersfield Concession c/o Homebase, Great Northern Retail Park, Leeds Road, Huddersfield,
West Yorkshire, HD1 6ND 0871 223 1318Huddersfield Home Unit 2 Castlegate Retail Park, St Johns Road, Huddersfield, West Yorkshire, HD1 5AN 0871 223 1560Hull Concession c/o Homebase, Priory Sidings, Hessle Road, Hull, East Yorkshire, HU13 9NT 0871 223 1319Huntingdon Concession c/o Homebase, Stukeley Road, Huntingdon, Cambridgeshire, PE29 6HG 0871 223 1379
Inverness Mixed product Unit A, Falcon Square, Millburn Road, Inverness, Inverness-shire, IV2 3PP 0871 223 1306Ipswich Concession c/o Homebase, Felixtowe Road, Warren Heath, Ipswich, Suffolk, IP3 8TQ 0871 223 1380Ipswich Mixed product 17 The Buttermarket, Ipswich, Suffolk, IP1 1BQ 0871 223 1381
Kendal Mixed product 11 Library Road, Kendal, Cumbria, LA9 4QB 0871 223 1307Kensington Mixed product 96B Kensington High Street, Kensington, London, W8 4SG 0871 223 1424King’s Lynn Home 48/49 High Street, King’s Lynn, Norfolk, PE30 1BE 0871 223 1382Kingston Home The Griffin Centre, Market Place, Kingston Upon Thames, Surrey, KT1 1JT 0871 223 1444Knightsbridge Home 7-9 Harriet Street, Knightsbridge, London, SW1X 9JS 0871 223 1422Knutsford Home Victoria House, Tatton Street, Knutsford, Cheshire, WA16 6AF 0871 223 1354
Lancaster Home Unit 3, Kingsway Retail Park, Lancaster, LA1 1DG 0871 223 1567Leamington Spa Mixed product 108 The Parade, Leamington Spa, Warwickshire, CV32 4AQ 0871 223 1489Leeds Mixed product Church Institute, 9 Lands Lane, Leeds, West Yorkshire, LS1 6AW 0871 223 1320Leeds Concession c/o Homebase, King Lane, Moortown, Leeds, West Yorkshire, LS17 5NY 0871 223 1321Leicester Concession c/o Homebase, 37 Putney Road, Welford, Leicester, Leicestershire, LE2 7TF 0871 223 1323Leicester Mixed product 6 Eastgate, Leicester, Leicestershire, LE1 4FB 0871 223 1322Lewes Home 3 Eastgate Centre, Lewes, East Sussex, BN7 2AS 0871 223 1445Lincoln Mixed product 310 High Street, Lincoln, LN5 7DR 0871 223 1324Llanidloes Mixed product 30 Great Oak Street, Llanidloes, Powys, SY18 6BW 0871 223 1355Londonderry Concession c/o Homebase, Unit 1, 20 Crescent Link Road, Altnagelvin, Londonderry,
Northern Ireland, BT47 5FX 0871 223 1487Loughborough Concession c/o Homebase, 5 Willowbrook Park, Derby Road, Loughborough, Leicestershire, LE11 5HJ 0871 223 1331
Maidstone Mixed product 8/10 King Street, Maidstone, Kent, ME14 1DE 0871 223 1446Marble Arch Mixed product 451 Oxford Street, Marble Arch, London, W1C 2PT 0871 223 1425Marlborough Home Unit 1, Hilliers Yard, Marlborough, Wiltshire, SN8 1BE 0871 223 1463Middlesbrough Mixed product 48 Linthorpe Road, Middlesbrough, Cleveland, TS1 1RA 0871 223 1332Milton Keynes Mixed product 163-175 Grafton Gate East, Milton Keynes, Buckinghamshire, MK9 1AE 0871 223 1490
Nantwich Home Station Road, Nantwich, Cheshire, CW5 5SR 0871 223 1357New Southgate Concession c/o Homebase, 3 Station Road, New Southgate, London, N11 1QJ 0871 223 1464Newbury Mixed product 139 Bartholomew Street, Kennet Shopping Centre, Newbury, Berkshire, RG14 5EN 0871 223 1556Newcastle-Under-Lyme Mixed product 45 High Street, Newcastle-Under-Lyme, Staffordshire, ST5 1PN 0871 223 1358Newport I.O.W. Mixed product 36 High Street, Newport, Isle of Wight, PO30 1SR 0871 223 1426Newtown Mixed product Units 4/5, Bear Lanes, Newtown, Powys, SY16 2QZ 0871 223 1360Northallerton Home 1 South Parade, Northallerton, North Yorkshire, DL7 8SE 0871 223 1333Northampton Concession c/o Homebase, Unit A, Fairground Way, Riverside Business Park,
Northampton, Northamptonshire, NN3 9HU 0871 223 1386Northampton Mixed product Unit 3B, Peacock Place, Northampton, Northamptonshire, NN1 2DP 0871 223 1385Norwich Home Waitrose, The Eaton Centre, Church Lane, Eaton, Norwich, Norfolk, NR4 6NU 0871 223 1388Norwich Mixed product 19 London Street, Norwich, Norfolk, NR2 1JE 0871 223 1387Nottingham Home Unit 3, Castle Boulevard, Nottingham, Nottinghamshire, NG7 1FN 0871 223 1335
Omagh Home 1a Showgrounds Retail Park, Omagh, Co Tyrone, Northern Ireland, BT79 7AQ 0871 223 1562Oxford Home 267 Banbury Road, Summertown, Oxford, Oxfordshire, OX2 7HT 0871 223 1467
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store type address telephonePerth Mixed product 189/191 High Street, Perth, Perthshire, PH1 5UN 0871 223 1308Peterborough Mixed product 90 Queensgate Centre, Peterborough, Cambridgeshire, PE1 1NS 0871 223 1389Petersfield Home Unit 2, 15-17 The Square, Petersfield, Hampshire, GU32 3HP 0871 223 1564Plymouth Concession c/o Homebase, Longbridge Road, Marsh Mills, Plymouth, Devon, PL6 8LD 0871 223 1402Plymouth Mixed product Unit B, The Armada Centre, Mayflower Street, Plymouth, Devon, PL1 1LE 0871 223 1401Preston Mixed product 32 Fishergate, Preston, Lancashire, PR1 2AD 0871 223 1361Purley Home 5 Russell Hill Parade, Russell Hill Road, Purley, Surrey, CR8 2LE 0871 223 1447Putney Home Unit 15, Putney Bridge Road, Putney Bridge Wharf, London, SW15 2NA 0871 223 1565
Rayleigh Home Unit B, 46 Stadium Way, Rayleigh, Essex, SS7 3NT 0871 223 1390Richmond Mixed product 44/45 George Street, Richmond, Surrey, TW9 1HJ 0871 223 1448Rugby Home Unit A, Junction One Retail Park, Leicester Road, Rugby, Warwickshire, CV21 1SR 0871 223 1362
Salisbury Mixed product 7 New Canal, Salisbury, Wiltshire, SP1 2AA 0871 223 1428Sevenoaks Mixed product 2 Blighs Court, Sevenoaks, Kent, TN13 1DD 0871 223 1449Sheffield Mixed product 87 Pinstone Street, Sheffield, South Yorkshire, S1 2HJ 0871 223 1337Sheffield Home 5 Archer Drive, Archer Road Retail Park, Sheffield, South Yorkshire, S8 0LB 0871 223 1478Sheffield Mixed product 56 Park Lane, Meadowhall Centre, Sheffield, South Yorkshire, S9 1EL 0871 223 1336Shirley Home 545 Stratford Road, Shirley, Solihull, West Midlands, B90 4AJ 0871 223 1403Shoreham Concession c/o Homebase, Holmbush Farm, Upper Shoreham Road, Shoreham-by-Sea,
West Sussex, BN43 6TD 0871 223 1429Shrewsbury Mixed product Unit SU2, Charles Darwin Centre, Pride Hill, Shrewsbury, Shropshire, SY1 1BN 0871 223 1363Skipton Home Unit 13, Craven Court, High Street, Skipton, North Yorkshire, BD23 1DG 0871 223 1338Solihull Mixed product 124 High Street, Solihull, West Midlands, B91 3SX 0871 223 1404South Woodford Home 12-14 Electric Parade, George Lane, South Woodford, London, E18 2LY 0871 223 1468Southport Mixed product 465/467 Lord Street, Southport, Merseyside, PR9 0AQ 0871 223 1364Southsea Mixed product 36-38 Palmerston Road, Southsea, Hampshire, PO5 3QH 0871 223 1430St Albans Mixed product 13 Market Place, St Albans, Hertfordshire, AL3 5DR 0871 223 1469St Albans Concession c/o Homebase, St Albans Retail Park, Griffiths Way, St Albans, Hertfordshire, AL1 2RJ 0871 223 1470Stafford Home Friary Retail Park, 115 Wolverhampton Road, Stafford, ST17 4AH 0871 223 1570Stirling Mixed product 21 Port Street, Stirling, Stirlingshire, FK8 2EJ 0871 223 1309Stockport Mixed product 2 Warren Street, Stockport, Cheshire, SK1 1UD 0871 223 1365Stockton-on-Tees Concession c/o Homebase, Unit 12, Goodwood Square, Teeside Retail Park, Thornaby,
Stockton-on-Tees, Cleveland, TS17 7BU 0871 223 1339Stratford-upon-Avon Mixed product Unit 1, 24-26 Bridge Street, Stratford-upon-Avon, Warwickshire, CV37 6AA 0871 223 1405Sunbury Home Unit 2b, Sunbury Cross Shopping Centre, Staines Road West,
Sunbury Upon Thames, Middlesex, TW16 7BB 0871 223 1450Sutton Home Units 3/4, Times 2 Shopping Centre, High Street, Sutton, Surrey, SM1 1LF 0871 223 1451Sutton Coldfield Mixed product 164 The Parade, Gracechurch Centre, Sutton Coldfield, West Midlands, B72 1PH 0871 223 1366Swindon Mixed product Unit 14b Greenbridge Retail Park, Swindon, SNG 3SG 0871 223 1568
Taunton Concession c/o Homebase, Riverside Retail Park, Hankridge Way, Taunton, Somerset, TA1 2LR 0871 223 1408Taunton Mixed product 2/4 High Street, Taunton, Somerset, TA1 3PG 0871 223 1407Tenterden Mixed product 19/21 High Street, Tenterden, Kent, TN30 6BJ 0871 223 1452Tonbridge Concession c/o Homebase, Cannon Lane, Tonbridge, Kent, TN9 1PQ 0871 223 1453Torquay Mixed product 74 Fleet Street, Torquay, Devon, TQ2 5EB 0871 223 1409Truro Concession c/o Homebase, Unit 4, Treliske Retail Park, Tresawls Road, Treliske, Truro, Cornwall, TR1 3LN 0871 223 1411Truro Mixed product Unit 2, 7 Pydar Street, Truro, Cornwall, TR1 2AR 0871 223 1410Tunbridge Wells Mixed product 61 Calverley Road, Tunbridge Wells, Kent, TN1 2UY 0871 223 1454
Wakefield Concession c/o Homebase, Ings Road, Wakefield, West Yorkshire, WF1 1RS 0871 223 1340Warrington Mixed product Unit 9, Riverside Retail Park, Wharf Street, Howley, Warrington, Cheshire, WA1 2GZ 0871 223 1368Watford Mixed product Unit 3, 1 The Parade, High Street, Watford, Hertfordshire, WD17 1LQ 0871 223 1471Weybridge Home 17-19 Church Street, Weybridge, Surrey, KT13 8DE 0871 223 1455Winchester Mixed product 126 High Street, Winchester, Hampshire, SO23 9AX 0871 223 1431Windsor Mixed product 99 Peascod Street, Windsor, Berkshire, SL4 1DH 0871 223 1476Worcester Concession c/o Homebase, Unit A, Elgar Retail Park, Blackpole Road, Blackpole,
Worcester, Worcestershire, WR3 8HP 0871 223 1474Worcester Mixed product 12 Crown Passage, Broad Street, Worcester, Worcestershire, WR1 3LL 0871 223 1473Worthing Home Units 1/2, Montague Centre, Worthing, West Sussex, BN11 1YJ 0871 223 1433
Yeovil Mixed product 28 Vicarage Walk, Quedem Centre, Yeovil, Somerset, BA20 1EX 0871 223 1413York Mixed product 7 Davygate, York, North Yorkshire, YO1 8QR 0871 223 1341York Mixed product Unit 3, Monks Cross Retail Park, Monks Cross Drive, Huntington, North Yorkshire, YO32 9GX 0871 223 1343
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directors and advisors
directorsTan Sri Dr Khoo Kay Peng *‡ Non-Executive Chairman
David Walton Masters *† Non-Executive Deputy Chairman
Lillian Tan Lian Tee Chief Executive Officer
Sally Cheong Siew Mooi†‡ Non-Executive Director
Motoya Okada *† Non-Executive Director
Roger Bambrough†‡ Non-Executive Director
Sally Kealey *‡ Non-Executive Director
Andrew Khoo Non-Executive Director
Tsutomu Kajita Alternate Director
* Member of Remuneration Committee‡ Member of Nomination Committee† Member of Audit Committee
secretaryDavid R. Cook ACA
registered office27 Bagleys LaneFulhamLondon SW6 2QA
registered number1012631
stockbrokersNumis Securities LimitedCheapside House138 CheapsideLondon EC2V 6LH
principal bankersBumiputra-Commerce Bank Berhad14 Cavendish SquareLondon W1G 9HA
auditorsChantrey Vellacott DFK LLPChartered Accountants andRegistered AuditorsRussell Square HouseRussell SquareLondon WC1B 5LF
registrar and transfer officeComputershare Services PLCPO Box 82The PavilionsBridgwater RoadBristol BS99 7NH
