The Go-Ahead Group plc

(the "Group")

 

Annual Report and Accounts / Annual General Meeting

 

In compliance with Listing Rule 9.6.1, the following documents have today been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do :

 

1. Annual Report and Accounts for the year ended 1 July 2017

2. Notice of Annual General Meeting 2017

3. Notification of Annual General Meeting and Annual Report and Accounts 2017

4. Form of Proxy

 

Hard copies have today been mailed to those shareholders who have elected to continue to receive paper communications.  The Annual Report and Accounts for the year ended 1 July 2017 and the Notice of Annual General Meeting 2017 are also available on the company's website: www.go-ahead.com . 

 

The Group's 2017 Annual General Meeting will be held at the Hilton Newcastle Gateshead, Bottle Bank, Gateshead, NE8 2AR on Thursday 2 November 2017 at 11:00 hours.

 

The Group's preliminary announcement was released on 7 September 2017 (RNS Number: 0496Q) and contained a condensed set of the Group's financial statements and information on important events that have occurred during the year and their impact on the financial statements. The announcement also contained the Group's principal risk and uncertainties. That information together with the information set out below, which is extracted from the Group's Annual Report and Accounts 2017, constitute the requirements of DTR 6.3.5 which is to be communicated via an RIS in unedited full text.  This announcement is not a substitute for reading the Group's full Annual Report and Accounts 2017. To view the preliminary announcement made on 7 September 2017, visit the Group's website: www.go-ahead.com.

 

Directors' statement of responsibility

 

The following statement is extracted from page 99 of the Group's Annual Report and Accounts 2017 and is repeated here for the purposes of DTR 6.3.5.  This statement relates solely to the Group's Annual Report and Accounts 2017 and is not connected to the extracted information set out in this announcement or the Group's Preliminary Announcement released on 7 September 2017:

 

Directors' statement of responsibilities

 

The directors are responsible for preparing the Annual Report and Accounts in accordance with applicable United Kingdom law and regulations. Company law requires the directors to prepare Group financial statements for each financial year. Under that law, the directors are required to prepare Group financial statements under International Financial Reporting Standards (IFRS) as adopted by the European Union. Detailed below are statements made by the directors in relation to their responsibilities and disclosure of information to the Group's auditor.

 

Financial statements and accounting records

 

Under company law, the directors must not approve the Group financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group at the end of the financial year and of the profit or loss of the Group for that period. In preparing the Group financial statements, the directors are required to:

 

·      Present fairly the financial position, financial performance and cashflows of the Group

·      Select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently

·      Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information

·      Make judgements and estimates that are reasonable and prudent

·      Provide additional disclosures when compliance with the specific requirements in IFRS as adopted by the European Union is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group's financial position and financial performance

·      State whether the Group financial statements have been prepared in accordance with IFRS as adopted by the European Union

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group, and enable them to ensure that the Group financial statements comply with the Act and Article 4 of the IAS Regulation. They are also responsible for the system of internal control, for safeguarding the assets of the Group and, hence, for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The directors are also responsible for preparing the strategic report, directors' report, including the directors' remuneration report and the corporate governance report, in accordance with the Act and applicable regulations, including the requirements of the Listing Rules and the Disclosure and Transparency Rules.

 

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's corporate website.

 

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

Directors' statement of responsibility under the Disclosure and Transparency Rules  

 

The directors confirm to the best of their knowledge:

 

·      The financial statements, prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the undertakings included in the consolidation taken as a whole

·      The strategic report includes a fair review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole together with a description of the principal risks and uncertainties that they face

 

Directors' statement under the UK Corporate Governance Code

 

The directors further confirm, to the best of their knowledge, that the Annual Report and Accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group's position and performance, business model and strategy.

 

Related party disclosures and Group undertakings

 

The following statement is extracted from pages 156 to 159 of the Group's Annual Report and Accounts 2017 and is repeated here for the purposes of DTR 6.3.5: 

 

Our subsidiaries listed below each contributes to the profits, assets and cashflow of the Group. The Group has a number of related parties including joint ventures, pension schemes and directors. For accounting policies see 'Interests in joint arrangements' in note 2.

The consolidated financial statements include the financial statements of The Go-Ahead Group plc and the following Group undertakings:

		% equity interest
Name	Country of incorporation	2017	2016
Trading subsidiaries
Go-Ahead Holding Limited	United Kingdom2	100	100
Go North East Limited	United Kingdom	100	100
London General Transport Services Limited	United Kingdom	100	100
Go-Ahead London Rail Replacement Services Limited	United Kingdom	100	100
Brighton & Hove Bus and Coach Company Limited	United Kingdom	100	100
The City of Oxford Motor Services Limited	United Kingdom	100	100
Go South Coast Limited	United Kingdom	100	100
Plymouth Citybus Limited	United Kingdom	100	100
Konectbus Limited	United Kingdom	100	100
Thames Travel (Wallingford) Limited	United Kingdom	100	100
Carousel Buses Limited	United Kingdom	100	100
Hedingham & District Omnibuses Limited	United Kingdom	100	100
Anglian Bus Limited	United Kingdom	100	100
HC Chambers and Son Ltd.	United Kingdom	100	100
Aviance UK Limited	United Kingdom	100	100
New Southern Railway Limited	United Kingdom1	65	65
London and South Eastern Railway Limited	United Kingdom1	65	65
London and Birmingham Railway Limited	United Kingdom1	65	65
Southern Railway Limited	United Kingdom1	65	65
Govia Thameslink Railway Limited	United Kingdom1	65	65
Thameslink Rail Limited	United Kingdom1	65	65
Govia Limited	United Kingdom1	65	65
Go-Ahead Scotland Limited	United Kingdom	100	100
Thamesdown Transport Limited	United Kingdom	100	100
Excelsior Coaches Limited	United Kingdom	100	100
Excelsior Transport Limited	United Kingdom	100	100
Excelsior Travel Limited	United Kingdom	100	100
Go-Ahead Verkehrsgesellschaft Deutschland GmbH	Germany	100	100
Go-Ahead Baden Württemberg GmbH	Germany	100	100
Go-Ahead Facility GmbH	Germany	100	100
Go-Ahead Seletar PTE Ltd	Singapore	100	100
Go-Ahead Loyang PTE Ltd	Singapore	100	100
Jointly controlled entities
On Track Retail Limited	United Kingdom3	50	50

1. The rail companies are 65% owned by The Go-Ahead Group plc and 35% owned by Keolis (UK) Limited and held through Govia Limited.

2. Held by The Go-Ahead Group plc. All other companies are held through subsidiary undertakings.

3. On Track Retail Limited is a joint venture with Assertis Limited.

The above trading subsidiaries have one class of ordinary shares which carry no right to fixed income, with the exception of On Track Retail Limited, which also has redeemable preference shares.

The registered office of all trading subsidiaries incorporated in the United Kingdom is: 3^rd Floor, 41-51 Grey Street, Newcastle upon Tyne, NE1 6EE.

The registered office of Go-Ahead Verkehrsgesellschaft Deutschland GmbH is: Jean-Monnaie-Straße 2, D-10557, Berlin, Germany.

The registered office of Go-Ahead Baden Württemberg GmbH is: Büchsenstraße 20, D-73457, Stuttgart, Germany.

The registered office of Go-Ahead Facility GmbH is: Bahnhof 2, D-73457, Essingen, Germany.

The registered office of subsidiaries incorporated in Singapore is: 2 Loyang Way, Singapore 508776.

 

			% equity interest
Name	Company number	Country of incorporation	2017	2016
Dormant subsidiaries
East Midlands Railway Limited (previously Eastern Railway Limited)	7164882	United Kingdom	100	100
Go Wear Buses Limited	2019645	United Kingdom	100	100
Go-Reading Limited	3158846	United Kingdom	100	100
GA Retail Services Limited (previously South Central Limited)	4173713	United Kingdom	100	100
The Go-Ahead Group Trustee Co Limited	2125799	United Kingdom	100	100
Go-Ahead Property Development Limited	7128594	United Kingdom	100	100
Go-Ahead XX Limited	8205871	United Kingdom	100	100
GHI Limited	4262016	United Kingdom	100	100
Southern Vectis Limited	2005917	United Kingdom	100	100
Birmingham Passenger Transport Services Limited	2901263	United Kingdom	100	100
Go Coastline Limited	2018469	United Kingdom	100	100
Go London Limited	2849983	United Kingdom	100	100
Go West Midlands Limited	2490584	United Kingdom	100	100
Levers Coaches Limited	2524573	United Kingdom	100	100
MetroCity (Newcastle) Limited	4153866	United Kingdom	100	100
Thames Trains Limited	3007943	United Kingdom	100	100
Victory Railway Holdings Limited	3147927	United Kingdom	100	100
London and South East Passenger Rail Services Limited (previously Govia Northern Limited)	6537238	United Kingdom1	65	65
London & East Midlands Railway Limited	5814586	United Kingdom1	65	65
London and West Midlands Railway Limited	5537947	United Kingdom1	65	65
Abingdon Bus Company Limited	3151270	United Kingdom	100	100
Reed Investments Limited	4236536	United Kingdom	100	100
Gatwick Handling Limited	2984113	United Kingdom	100	100
GH Heathrow Limited	2813292	United Kingdom	100	100
GH Manchester Limited	1883900	United Kingdom	100	100
GH Stansted Limited	1983429	United Kingdom	100	100
Midland Airport Services Limited	1592083	United Kingdom	100	100
Oxford Newco Limited	9542008	United Kingdom	100	100
London General Trustee Company Limited	6953098	United Kingdom	100	100
Go-Ahead Finance Company	4699524	United Kingdom	100	100
Hants & Dorset Motor Services Limited	2752603	United Kingdom	100	100
Hants & Dorset Trim Limited	2017829	United Kingdom	100	100
Solent Blue Line Limited	2103030	United Kingdom	100	100
Marchwood Motorways (Services) Limited	2201331	United Kingdom	100	100
Marchwood Motorways (Southampton) Limited	1622531	United Kingdom	100	100
The Southern Vectis Omnibus Co. Limited	0241973	United Kingdom	100	100
Tourist Coaches Limited	3006529	United Kingdom	100	100
Wilts & Dorset Bus Company Limited	1671355	United Kingdom	100	100
Wilts & Dorset Investments Limited	4613075	United Kingdom	100	100
Wilts & Dorset Holdings Limited	2091878	United Kingdom	100	100
Dockland Buses Limited	3420004	United Kingdom	100	100
Blue Triangle Buses Limited	3770568	United Kingdom	100	100
Go-Ahead Leasing Limited	5262810	United Kingdom	100	100
Go Northern Limited	0132492	United Kingdom	100	100
London Central Bus Company Limited	2328565	United Kingdom	100	100
Metrobus Limited	1742404	United Kingdom	100	100
Hants & Dorset Transport Support Services Limited	8669065	United Kingdom	100	100
Go-Ahead Sverige AB		Sweden	100	100
Go-Ahead Norge AS		Norway	100	100

 

 

			% equity interest
Name	Company number	Country of incorporation	2017	2016
Jointly controlled dormant entities
South Tyneside Smartzone Limited	09907829	United Kingdom	50	50
Newcastle Smartzone Limited	09907839	United Kingdom	33	33
North Tyneside Smartzone Limited	09907842	United Kingdom	33	33
Sunderland Smartzone Limited	09907836	United Kingdom	33	33

1. The rail companies are 65% owned by The Go-Ahead Group plc and 35% owned by Keolis (UK) Limited and held through Govia Limited.

The registered office of all dormant subsidiaries incorporated in the United Kingdom is: 3^rd Floor, 41-51 Grey Street, Newcastle upon Tyne, NE1 6EE.

The registered office of Go-Ahead Sverige AB incorporated in Sweden is: Mäster Samuelsgatan 20, SE 101 39, Stockholm, Sweden.

The registered office of Go-Ahead Norge AS incorporated in Norway is: Filipstad Brygge 1, NO 0125, Oslo, Norway.

The registered office of all jointly controlled dormant entities is: Kepier House, Belmont Business Park, Durham, DH1 1TH.

All dormant companies listed above are incorporated in the United Kingdom have taken advantage of the UK Companies Act 2006, S480 exemption from audit.

Transactions with other related parties

The Group meets certain costs of administering the Group's retirement benefit plans, including the provision of meeting space and office support functions to the trustees. Costs borne on behalf of the retirement benefit plans amounted to £0.2m (2016: £0.2m).

Joint ventures

The Group's joint venture, On Track Retail Limited 'OTR', has its principal place of business in the United Kingdom. The principal activity of OTR is the development and provision of web ticketing applications for the rail industry. The activities of the joint venture are strategically important to the business activities of the Group. The Group owns 50% of the ordinary share capital of OTR.

Compensation of key management personnel of the Group

The key management are considered to be the directors of the parent company.

	2017 £m	2016 £m
Short term employee benefits	1.4	1.3
Long term employee benefits1	0.3	1.0
Post employment benefits	0.1	-
	1.8	2.3

1. The long term employee benefits relate to LTIP and DSBP.

Material partly owned subsidiaries

Financial information of subsidiaries that have material non-controlling interests is provided below:

Proportion of equity interest held by non-controlling interests:

	Country of incorporation and operation	2017	2016
Govia Limited	United Kingdom	35%	35%
London and South Eastern Railway Limited1	United Kingdom	35%	35%
Southern Railway Limited1	United Kingdom	35%	35%
London and Birmingham Railway Limited1	United Kingdom	35%	35%
Govia Thameslink Railway Limited1	United Kingdom	35%	35%
Thameslink Rail Limited1	United Kingdom	35%	35%
New Southern Railway Limited1	United Kingdom	35%	35%

1. Subsidiary of Govia Limited.

	2017 £m	2016 £m
Accumulated balances of material non-controlling interest:
Govia Limited	23.7	22.6
Total comprehensive income allocated to material non-controlling interest:
Govia Limited	22.4	24.4

The summarised financial information of these subsidiaries is provided below. The information is based on amounts before inter-company eliminations:

Summarised income statement of Govia Limited and its subsidiary companies for the year ended 1 July 2017 and 2 July 2016:

	2017 £m	Restated 2016 £m
Revenue	2,579.1	2,498.0
Operating costs	(2,499.8)	(2,410.7)
Finance revenue	2.3	3.2
Finance costs	(1.9)	(2.9)
Profit on ordinary activities before taxation	79.7	87.6
Tax expense	(16.4)	(17.7)
Profit for the year from controlling operations	63.3	69.9
Total comprehensive income	63.3	69.9
Attributable to non-controlling interests	22.4	24.4
Dividends paid to non-controlling interests	21.3	17.8

Summarised balance sheet of Govia Limited and its subsidiary companies as at 1 July 2017 and 2 July 2016:

	2017 £m	2016 £m
Current assets - inventories, trade and other receivables, cash	850.7	924.5
Non-current assets - property, plant and equipment, intangible assets, deferred tax	51.9	35.4
Current liabilities - trade and other payables, provisions	(776.0)	(849.7)
Non-current liabilities - provisions	(58.9)	(45.6)
Total equity	67.7	64.6
Attributable to:
Equity holders of the parent	44.0	42.0
Non-controlling interest	23.7	22.6

These balance sheet amounts are shown before intercompany eliminations.

Summarised cashflow information of Govia Limited and its subsidiary companies for the year ended 1 July 2017 and 2 July 2016:

	2017 £m	2016 £m
Operating	(18.4)	62.7
Investing	30.0	20.8
Financing	(62.9)	(53.7)
Net (decrease)/ increase in cash and cash equivalents	(51.3)	29.8

 

 

For further information please contact:

 

Carolyn Ferguson

Group Company Secretary

0191 232 3123