Financial instruments
Information about the Group’s management
of financial risk can be found in notes 29, 30,
31 and 32 of the consolidated financial
statements.
Capital management
The Group manages its capital to ensure
that entities in the Group will be able to
continue as going concerns while
maximising the return to stakeholders
through the optimisation of the debt and
equity balance.The capital structure of the
Group consists of debt, which includes the
borrowings disclosed in note 15 to the
consolidated financial statements, cash and
cash equivalents and equity attributable to
equity holders of the parent, comprising
issued capital, reserves and retained
earnings as disclosed in notes 20 to 22.
Post balance sheet events
On 6 February 2008 RPS Groep BV
completed the acquisition of Kraan
Consulting Holding BV for a maximum
consideration of Û6,475,000 (£4,798,000).
Further details are given in note 34 to the Consolidated Financial Statements.There have been no other material post balance sheet events.
Annual General Meeting
The Annual General Meeting will be held
on 22 May 2008. Resolutions 1 to 7
comprise the Ordinary Business of the
AGM and each will be proposed as an
Ordinary Resolution. Resolution 1 is to
receive and adopt the audited financial
statements of the Company for the period
ended 31 December 2007 and the reports
of the Directors and auditors thereon, and
the auditable part of the Remuneration
Report. Resolutions 2 and 3 are to re-elect
Brook Land and Alan Hearne as Directors
as they are required by the Company to
retire by rotation and they offer themselves
for re-election at the AGM. Biographical
details of Directors can be found on pages
38 to 46.
Resolution 4 is to approve the report on remuneration of the Directors. Resolution 5 is to declare a final dividend for the financial year ended 31 December 2007 of 1.66p payable on 29 May 2008 to shareholders on the register at 11 April 2008. Resolution 6 concerns the reappointment and remuneration of the Company’s auditors (BDO Stoy Hayward LLP).
Resolution 7 is an Ordinary Resolution to renew the Directors’ authority to allot relevant securities until the earlier of the conclusion of the next Annual General Meeting or 15 months from the date of the passing of this Resolution.
The authority sought will be in respect of securities having an aggregate nominal value of £877,799 representing approximately 14% of the issued share capital as at 13 February 2008.The Directors have no current intention of exercising this authority other than to allot shares to satisfy outstanding commitments to issue shares as consideration under previous acquisition agreements and under the Company‘s share schemes.
Resolution 8 is a Special Resolution to renew the authority of the Directors to allot equity securities for cash as if Section 89(1) of the Companies Act 1985 did not apply to such allotment (i) in connection with a rights issue, open offer or any other pre-emptive offer and (ii) up to an aggregate nominal amount of £316,110 being approximately 5% of the issued share capital as at 13 February 2008.The Directors have no current intention of exercising this authority other than in respect of the allotment of shares to satisfy outstanding commitments to issue shares as consideration under previous acquisition agreements.The authority will expire 15 months from the date of passing of this Resolution or, if earlier, at the conclusion of the next Annual General Meeting.
Resolution 9 is a Special Resolution to authorise the Company to make market purchases of up to 10,537,001 of its own shares representing 5% of its issued share capital of the Company as at 13 February 2008.The minimum price which may be paid for such shares is £0.03 per share.The maximum price which may be paid for any ordinary share shall be no more than 5% above the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the ordinary share is purchased.The authority will be exercised only if the Directors believe that to do so would result in an increase in earnings per share and would be in the best interests of the shareholders generally.
The total number of outstanding options to subscribe for equity shares as at the date of this report was 1,451,362.These rights represent 0.69% of the issued share capital as at such date and would represent 0.72% of the issued share capital of the Company, if the full authority to purchase its own shares in accordance with the resolution were to be exercised by the Company.
By order of the Board
April Rigby
Secretary
5 March 2008