5th July 2010
Kewill plc ("the Company") announces that its Annual General Meeting ("AGM") will be held at 11 am on 28 July 2010 at its offices at 1st Floor, Bramley House, The Guildway, Old Portsmouth Road, Artington, Guildford, GU3 1LR.
Copies of the following documents have been posted to shareholders today:
List of Documents:
In accordance with Listing Rule 9.6.1, the Company confirms that copies of the documents listed above, along with a full copy of the proposed Articles of Association, have today been submitted to the UK Listing Authority and will shortly be available for inspection in the UK Listing Authority's Document Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel: 020 7676 1000
The Annual Report and financial statements for the year ended 31 March 2010 are also available for viewing on the Company's website at www.kewill.com/investor.
The Company announced its preliminary results for the year ended 31 March 2010 on 21 June 2010. A condensed set of financial statements were attached to the Company's preliminary results announcement which included full disclosure of important events that occurred during the year.
The Company today provides the following additional regulatory information as required to be made public under the Disclosure and Transparency Rules. The following information is extracted from the Annual Report and page references are to the page numbers in that report:
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union ("the EU"). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the consolidated financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Each of the Directors, whose names and functions are listed on page 12 confirm that, to the best of their knowledge:
Principal risks and uncertainties
The principal risks and uncertainties associated with the Group's activities are set out below.
Strategic Risks - the main strategic risks to Kewill's business arise from a deterioration in general economic conditions, increased competition and the consolidation of key customers.
When economic conditions worsen, demand for Kewill's products and services may fall and mean that growth in revenues and profits is reduced or reversed. In addition, consolidation among Kewill's customers could also reduce revenues as merged companies look for cost savings by reducing the number of systems they operate. Increased competition in the form of new products and services and consolidation of key customers could also reduce revenues and therefore profits.
To mitigate the impact of reduced demand for Kewill's products and services, the Group continues to invest in the development of new products and in identifying, negotiating and completing acquisitions to maintain its competitive advantage. In addition, the Group plans to continue to increase the proportion of its revenue arising from more stable recurring revenue streams such as SaaS and hosted products.
Operational Risks - Key operational risks involve the delivery and support of customer projects as delays can in turn reduce revenue and profit recognition. Kewill has experienced project managers and utilises project management methodologies and quality control procedures to mitigate any such risks. In providing SaaS, the Group is reliant on a number of third party suppliers that provide data centres. The provision of SaaS products hosted on Kewill managed servers is critical to the Group's strategy of growing recurring revenues. To mitigate against the risk of data centre failure and to ensure that a high level of service is provided to our SaaS customers the Group's Support Services teams are required to continually monitor service levels and review the disaster recovery plans that are currently in place. Where these are found to be inadequate, corrective action is taken. In addition, the Group has a number of data centre locations with no significant geographic concentration. Additional operational risks lie in customers suffering financial failure and key person loss within the Group.
Financial Risks - The Group has significant operations outside the UK. The Group's consolidated results and net assets of £55.2 million are therefore exposed to movements in exchange rates. In addition, although the Group is in a net cash position at 31 March 2010, a fall in sales could lead to use of the existing bank facility which provides for total borrowings of £8 million, comprising a £3 million overdraft and a £5 million revolving credit facility. The £5 million revolving credit facility expires in April 2011 and the Group intends to re-finance this facility in advance of this date.
The revolving credit facility has a financial covenant whereby borrowings at the end of each period shall not exceed 150% of consolidated EBITDA for the period. The Group expects to comply with this covenant and manages compliance through regular monitoring of cash flows and forecasts.
For additional information, please contact:
Kewill plc
Paul Nichols, Chief Executive Officer
Karen Bach, Chief Financial Officer
Tel: 01483 406080
Financial Dynamics
Edward Bridges/James Macey White/Nicola Biles
Tel: 020 7831 3113