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The Company is a holding company. The principal activities of the Group are the marketing and development of computer software and services for engineering and related solutions.
The Group made a profit for the year after taxation of £42.2 million (2008 - £34.2 million). Revenue was £164.0 million (2008 - £127.6 million) and comprised software licences, software maintenance and services.
The Directors recommend the payment of a final dividend of 6.5 pence per ordinary share (2008 - 5.0 pence). If approved at the forthcoming Annual General Meeting, the final dividend will be paid on 31 July 2009 to shareholders on the register at close of business on 26 June 2009.
A review of the Group's operations during the year and its plans for the future is given in the Chairman's statement, the Chief Executive's review and the Finance Director's review.
The Key Performance Indicators (KPIs) used by AVEVA to measure its own performance at the Group level are total revenue, adjusted profit before tax, adjusted earnings per share and headcount. The figures for the year ended 31 March 2009 are set out in the Finance Director's review, together with figures for the previous year and a discussion of the principal risks and uncertainties facing the Group.
It is the Group's policy that payments to suppliers are made in accordance with those terms and conditions agreed between the Company and its suppliers, provided that all trading terms and conditions have been complied with by the other party.
The Company has £nil trade creditors (2008 - £nil). At 31 March 2009, the Group had an average of 18 days' purchases owed to trade creditors (2008 - 18 days').
The Group continues an active programme of Research and Development which covers updating of and extension to the Group's range of products.
The Group owns intellectual property both in its software tools and the products derived from them. The Directors consider such properties to be of significant value to the business.
The Group's financial risk management objectives and policies are discussed in note 23 to the financial statements.
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue its operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements.
The Directors who served during the year under review are shown below:
Nick Prest (Chairman)
David Mann (Non-Executive Director and Senior Independent Director)
Jonathan Brooks (Non-Executive Director)
Philip Dayer (Non-Executive Director)
Richard Longdon (Chief Executive)
Paul Taylor (Finance Director and Company Secretary)
The interests (all of which are beneficial) in the shares of the Company of Directors who held office at 31 March 2009 in respect of transactions notifiable under Disclosure and Transparency Rule 3.1.2 that have been disclosed to the Company are as follows:
| 2009 3.33 pence ordinary shares |
2008 3.33 pence ordinary shares |
|
|---|---|---|
| Nick Prest | 16,690 | 7,150 |
| David Mann | 26,700 | 26,700 |
| Jonathan Brooks | — | — |
| Philip Dayer | 7,000 | 7,000 |
| Richard Longdon | 350,000 | 316,000 |
| Paul Taylor | 50,000 | 50,000 |
No changes took place in the interests of Directors in the shares of the Company between 31 March 2009 and 26 May 2009.
Directors' share options are disclosed in the Directors' remuneration report.
No Director had a material interest in any significant contract, other than a service contract or contract for services, with the Company or any of its subsidiaries at any time during the year.
Resolutions will be submitted to the Annual General Meeting for the re-election of Nick Prest, David Mann and Paul Taylor. Brief biographical details of all Directors, including those who are proposed for re-election, appear on Board of Directors.
Throughout the year the Company has complied with the procedures in place for ensuring that the Board's powers for authorising conflict situations have been operated effectively. During the year no conflicts arose which would require the Board to exercise authority or discretion in relation to such conflicts.
The additional information required to be disclosed under the Takeover Directive Disclosures is set out below. The disclosures below are in some cases a summary of the relevant provisions of the Company's Articles of Association and the relevant full provisions can be found in the Articles, which are available for inspection at the Company's registered office.
The rights attaching to the Company's shares are set out in its Articles of Association. At 31 March 2009, the Company's issued share capital consisted of a single class of ordinary shares with a nominal value of 3.33 pence.
Subject to any restrictions referred to in the next section, members may attend any general meeting of the Company. Voting rights attaching to the ordinary shares are described in the next section.
Members can declare final dividends by passing an ordinary resolution but the amount of the dividends cannot exceed the amount recommended by the Board. The Board can pay interim dividends provided the distributable profits of the Company justify such payment. The Board may, if authorised by an ordinary resolution of the members, offer any member the right to elect to receive new shares, which will be credited as fully paid, instead of their cash dividend. Any dividend which has not been claimed for twelve years after it became due for payment will be forfeited and will then revert to the Company.
If the Company is wound up, the liquidator can, with the sanction of the members by special resolution and any other sanction required by law, divide among the members all or any part of the assets of the Company and he/she can value any assets and determine how the divisions shall be carried out as between the members or different classes of members. The liquidator can also transfer the whole or any part of the assets to trustees upon any trusts for the benefit of the members. No members can be compelled to accept any asset which would give them any liability.
There are no special control rights in relation to the Company's shares.
Subject to any restrictions below, on a show of hands every member who is present at a general meeting has one vote on each resolution and, on a poll, every member who is present has one vote on each resolution for every share of which he/she is the registered member.
A resolution put to the vote of a general meeting is decided on a show of hands, unless before or on the declaration of the result of the show of hands, a poll is demanded by the Chairman of the meeting, or by at least two members present in person (or by proxy) and having the right to vote, or by any member or members present in person (or by proxy) having at least one tenth of the total voting rights of all members, or by any members present in person (or by proxy) holding shares on which an aggregate sum has been paid up of at least one tenth of the total sum paid up on all shares conferring that right. Under the terms of the AVEVA Group Employee Benefit Trust 2008, the trustees will abstain from voting shares in the Company held by the Trust.
A member may vote personally or by proxy at a general meeting. Any form of proxy sent by the Company to members in relation to any general meeting must be delivered to the Company not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. A corporation which is a member of the Company may authorise such persons as it thinks fit to act as its representatives at any general meeting of the Company.
In the case of joint holders, the vote of the senior who tenders the vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names stand in the register of members. No member shall be entitled to attend or vote, either personally or by proxy, at a general meeting in respect of any share if any call or other sum presently payable by him to the Company in respect of such share remains unpaid.
The Board may direct that a member shall not be entitled to attend or vote, either personally or by proxy, at a general meeting in respect of some or all of the shares held by him/her (the Default Shares) if he/she or any person with an interest in shares has been sent a notice under Section 793 of the Companies Act 2006 (which confers upon public companies the power to require information with respect to interests in their voting shares) (a Section 793 Notice) and he/she or any interested person fails to supply the Company with the information requested within 14 days after delivery of that notice. These restrictions end seven days after receipt by the Company of all the information required by the relevant Section 793 Notice.
The Board may refuse to register a transfer unless:
The Board may decide to suspend the registration of transfers, for up to 30 days a year, by closing the register of members. The Board cannot suspend the registration of transfers of any uncertificated shares without gaining consent from CREST.
There are no restrictions on transfer of the ordinary shares in the Company other than: certain restrictions which may from time to time be imposed by laws and regulations (for example, insider trading laws); and pursuant to the Listing Rules of the Financial Services Authority whereby certain employees of the Company require the approval of the Company to deal in the ordinary shares.
There are no agreements between holders of securities that are known to the Company which may result in restrictions on the transfer of securities or on voting rights.
Other statutory information (Continued)
