Our brands and range have been Stepping Up.

Annual Report and Accounts January 2009

created by Navyblue

Annual Report and Accounts January 2009 A.G.BARR p.l.c.

evolving for more than a century Annual Report and Accounts January 2009

but one thing hasn’t changed... A.G.BARR p.l.c.

Contents
01 Group at a Glance
Business Review
02 Chairman’s Statement
04 Business & Financial Review
25 Corporate & Social Responsibility
Robert Barr filled his first cork 34 Board of Directors
stoppered bottle in 1875. And with 36 25 Years Service Awards

some big ideas, great vision and 37

38
Accounts
Directors’ Report
strong passion, he stepped up 41
44
Statement on Corporate Governance
Directors’ Remuneration Report
expectations and created some 51 Consolidated Income Statement/
Statements of Recognised
of the nation’s favourite drinks. 52
Income and Expense
Balance Sheets
53 Cash Flow Statements
54 Accounting Policies
60 Notes to the Accounts
86 Independent Auditor’s Report
87 Review of Trading Results

A.G.BARR p.l.c. Auditors

Westfield House Baker Tilly UK Audit LLP,
4 Mollins Road, Breckenridge House,
Cumbernauld G68 9HD 274 Sauchiehall Street,
T 01236 852400 Glasgow G2 3EH
F 01236 852477
Registrars
www.agbarr.co.uk Equiniti Ltd,
www.irn-bru.co.uk Aspect House,
www.tizer.co.uk Spencer Road,
Lancing,
Registered Office West Sussex BN99 6DA
Westfield House
4 Mollins Road, Registered Number
Cumbernauld G68 9HD SC005653

Secretary
Julie A. Barr, M.A (Hons.),
L.L.B. (Dip.), M.B.A.
Our brands and range have been Stepping Up. Annual Report and Accounts January 2009

created by Navyblue

Annual Report and Accounts January 2009 A.G.BARR p.l.c.

evolving for more than a century Annual Report and Accounts January 2009

but one thing hasn’t changed... A.G.BARR p.l.c.

Contents
01 Group at a Glance
Business Review
02 Chairman’s Statement
04 Business & Financial Review
25 Corporate & Social Responsibility
Robert Barr filled his first cork 34 Board of Directors
stoppered bottle in 1875. And with 36 25 Years Service Awards

some big ideas, great vision and 37

38
Accounts
Directors’ Report
strong passion, he stepped up 41
44
Statement on Corporate Governance
Directors’ Remuneration Report
expectations and created some 51 Consolidated Income Statement/
Statements of Recognised
of the nation’s favourite drinks. 52
Income and Expense
Balance Sheets
53 Cash Flow Statements
54 Accounting Policies
60 Notes to the Accounts
86 Independent Auditor’s Report
87 Review of Trading Results

A.G.BARR p.l.c. Auditors

Westfield House Baker Tilly UK Audit LLP,
4 Mollins Road, Breckenridge House,
Cumbernauld G68 9HD 274 Sauchiehall Street,
T 01236 852400 Glasgow G2 3EH
F 01236 852477
Registrars
www.agbarr.co.uk Equiniti Ltd,
www.irn-bru.co.uk Aspect House,
www.tizer.co.uk Spencer Road,
Lancing,
Registered Office West Sussex BN99 6DA
Westfield House
4 Mollins Road, Registered Number
Cumbernauld G68 9HD SC005653

Secretary
Julie A. Barr, M.A (Hons.),
L.L.B. (Dip.), M.B.A.
Annual Report and Accounts January 2009
...they always taste great!

Group at a A.G.BARR
Glance Brands
Our Brands Partnership Brands
IRN-BRU Orangina
Rubicon Snapple
Strathmore Rockstar
Tizer
Simply
KA
D’N’B
St Clement’s
Findlays
Abbotts
Barr Brands
Vitsmart
Taut

U.K.
Operations
Head Office Distribution Depot
01 Cumbernauld 01 Cumbernauld
Regional Office Factory
02
05 Middlebrook 01 Cumbernauld
12 Wembley 02 Forfar
03 Pitcox 01
Sales Branch 08 Mansfield
04 Newcastle 10 Tredegar 03
06 Moston
04
07 Sheffield
09 Wednesbury
11 Walthamstow

05
10
06 11
07
08

09

10

12 11

www.agbarr.co.uk
www.irn-bru.co.uk
www.tizer.co.uk
Annual Report and Accounts January 2009
...they always taste great!

Group at a A.G.BARR
Glance Brands
Our Brands Partnership Brands
IRN-BRU Orangina
Rubicon Snapple
Strathmore Rockstar
Tizer
Simply
KA
D’N’B
St Clement’s
Findlays
Abbotts
Barr Brands
Vitsmart
Taut

U.K.
Operations
Head Office Distribution Depot
01 Cumbernauld 01 Cumbernauld
Regional Office Factory
02
05 Middlebrook 01 Cumbernauld
12 Wembley 02 Forfar
03 Pitcox 01
Sales Branch 08 Mansfield
04 Newcastle 10 Tredegar 03
06 Moston
04
07 Sheffield
09 Wednesbury
11 Walthamstow

05
10
06 11
07
08

09

10

12 11

www.agbarr.co.uk
www.irn-bru.co.uk
www.tizer.co.uk
 __01

“A.G.BARR is stepping up. Stepping up

to the challenges of a changing world.
Stepping up to the tastes of a modern
consumer. Stepping up to a changing
tomorrow. We’re listening to what our
consumers want as well as adapting our
products and services accordingly, so
we can face the future with confidence.”

Key Performance Financial

Indicators Highlights

£170m
Turnover growth
2009 14.4%

2008 4.6%
Total sales generated

14.4%
Gross margin
2009 49.9%

2008 48.7%
Increase in sales year-on-year

£23.1m
Operating profit margin
2009 13.7%

2008 13.7%
Operating profit before exceptional items
02__  Annual Report and Accounts January 2009 Chairman’s Statement

Chairman’s
Review of Results Board
Profit before taxation for the 53 weeks to We announced in March the appointment

Statement
January 2009 was – excluding exceptional of Jonathan Warburton as an independent
items and impairment charges – £23.4m non-executive director. Jonathan is chairman
compared with £21.3m for the previous 52 of Warburtons Limited one of the U.K.’s
weeks. This increase of 9.7% represents largest bakers and has therefore substantial
another excellent performance in a year commercial experience. I clearly recommend
during which the summer weather was that shareholders confirm his appointment
again disappointing and general economic at the forthcoming AGM.
conditions deteriorated across the U.K.
We also intimated in the March announcement
Turnover for the 53 weeks was £169.7m – that it was my intention, at the close of the
an increase of 14.4% over the 52 weeks to AGM, to step down as chairman after 31
January 2008. However adjusting for the 53rd years in that role. My colleagues have invited
week and stripping out the turnover associated me to remain on the board as a non-executive
with the Rubicon acquisition, the like-for-like director and I have been pleased to accept
increase was 6.6%. that offer. Given the stability now provided, for
the foreseeable future, by last year’s changes
Basic earnings per share have risen from at executive level on the board I am sure that
86.75p to 89.12p and your directors are it is the right time to make this further change.
pleased to recommend a final dividend of 30.4p
per share to give a total dividend for the year to I am pleased to advise you that the board
January 2009 of 42.0p. This increase of 7.7% will appoint Ronnie Hanna as non-executive
demonstrates our continuing confidence in the chairman in succession to myself. Ronnie
ability of our company to maintain its progress has now been a non-executive director of our
despite the current economic uncertainties. company for over five years and has already
made a significant contribution to the ongoing
People success of our business. I am confident that
The further strong performance of the business he will be able to provide the board with the
was achieved through the skills and commitment leadership which will ensure continuing positive
of our employees. I would like, on behalf of our progress for our company.
external shareholders, to thank them all for
delivering such a successful outcome. James Espey will shortly complete 10 years
service as a non-executive director, but he will
continue in that role for a further limited period.
I therefore recommend that you confirm his
re-appointment at the AGM.

£23.4m
Profit before tax excluding exceptional
items and impairment charges

Robin Barr
Chairman

“The further strong

performance of
the business was
achieved through
the skills and
commitment of
our employees.”
 __03

Annual General Meeting Turnover in the new financial year is to date

Shareholders will find details in the enclosed ahead of last year. The soft drinks market
letter of a number of proposals which will be remains, thus far, resilient in the face of the
introduced at the AGM as special business. economic downturn in the U.K. The depth
and duration of the recession are however
A full explanation of these proposals potentially unprecedented and we cannot be
is contained within the letter. certain that our own industry will not to some
degree be affected.
Prospects
It is naturally satisfactory – notwithstanding
Last year’s acquisition of Groupe Rubicon
the effect of inflation – to compare last year’s
Limited should become increasingly positive
profit with the figure of £1.2m achieved by our
as we continue the growth momentum and
company in the year immediately preceding my
deliver the anticipated synergies. The financing
appointment as chairman in 1978. Substantial
of this acquisition has of course moved us
progress has of course been achieved since
from holding cash surpluses to a modest level
then but I have no doubt that during the years
of indebtedness but satisfactory terms were
ahead there will continue to be opportunities for
negotiated in respect of the required bank
further advances. I am confident that, guided
facilities which run until July 2013.
by our new chairman, our executive team led
by Roger White will be able to grasp them for
the benefit of all stakeholders in the company.

Robin Barr
Chairman

IRN-BRU glass
Around 1,000,000 special
edition IRN-BRU glasses were
given free to shoppers when
they bought two large bottles
of IRN-BRU in a special
promotion last summer.
04__  Annual Report and Accounts January 2009 Business & Financial Review

Business
Business Review We also gained the operational capability and
In the 53 weeks to 31st January, 2009, capacity of asceptic carton packing through
our new manufacturing facility at Tredegar,
& Financial
the Barr business has accelerated its growth
momentum. Our core business has grown South Wales. As planned we have run Rubicon
strongly and we have benefited from new as a stand alone operating business for the

Review acquisitions and developing partnerships as

well as further core brand innovation. We have
22 weeks up to the end of the financial year –
during this period the business delivered the
earnings enhancement we anticipated. We
out performed the market across almost all of
the categories in which we operate, delivering announced in January 2009 that we would
revenue of £169.7m a growth of 14.4% across commence the integration of the Rubicon
the 53 week period. Adjusting for the acquisition business into the core Barr business with the
of the Rubicon business and the 53rd week our specific objectives of improving sales execution
like-for-like business grew by 6.6% to £158.2m. and delivering growth plans, improving supply
management processes and ensuring we
We have maintained our efforts behind the achieve our expected synergy plans. The
value based strategy which has continued to integration planning process is progressing
deliver well despite a second consecutive year well. Our integration plans are all the more
of poor summer weather and the increasingly important because the Rubicon business has
troubled economic climate in the U.K. We been impacted by the rapid and significant
also continued to aggressively manage costs devaluation of Sterling as a large proportion
across the business while at the same time of its packaging and raw materials are sourced
we increased our focus on stepping up our outside of the U.K. We anticipate the
sales growth momentum across our range. commercial actions we are taking in tandem
The continued focus on cost and growth have with the accelerated operational integration
seen pre-tax profits excluding exceptional plans will mitigate the significant impact of
items and impairment charges increase to the increased costs related to the devaluation
£23.4m from £21.3m an increase of 9.7% of Sterling.
on the prior year.
As a consequence of the acquisition of Rubicon
The acquisition of Groupe Rubicon Limited in we have entered into new long-term financing
August 2008 for £59.8m further strengthened arrangements with Royal Bank of Scotland
our business. The acquisition added a strong with a £70m total facility. Our net debt position
exotic juice drinks brand with high levels of at 31st January, 2009 was £31.3m which
consumer brand loyalty as well as adding represents a net debt to EBITDA ratio of
further scale to our business in England. just over one times. We have achieved this
improvement to our anticipated net debt
position by increased efforts to proactively
manage cash as well as improving capital
expenditure disciplines and by continuing our
drive for operational efficiency improvements
across the whole business.

The board continues to believe in the

importance of a progressive dividend policy
and has proposed a further growth in dividend
of 7.7% as described by the chairman.

Roger White
Chief Executive

Stronger than ever

IRN-BRU grew its share of
the U.K. soft drinks market
by 5% last year and recently
announced a new sponsorship
deal with the Rugby Super
League “south of the border” –
to complement the sponsorship
of the Scottish Football League
“north of the border”.
 __05

“Our core business has grown strongly

and we have benefited from new
acquisitions and developing partnerships.”

The Market During the course of 2008 we have seen

£169.7m
The U.K. soft drinks market in the period fell the continued growth in carbonated sports
by 2.2% in volume terms but was flat on an and energy drinks which grew by 11% across
overall value basis (source Nielsen Scantrack the year as the category has seen further
12 months to 31st January, 2009). Volumes innovation and a number of new entrants.
Revenue for the year were impacted by the poor summer weather Annual growth figures did slow in the final
and value progress has slowed due to the quarter to 5%. Still sports and energy drinks
effects of the worsening economic climate have not maintained their previous growth
and its consequential impact on consumer levels with annual growth of 2% impacted
behaviour in particular in the impulse channel. by final quarter declines of 12%.

The soft drinks market has continued to see Once again the categories that have
momentum behind the carbonates category been negatively impacted most significantly
with many of the largest brands now growing are still drinks which declined by 4.5% in
volume ahead of the overall soft drinks market. volume terms. Included in this is water and
The carbonates category delivered volume a number of the more premium categories
growth of almost 5% in the year. This growth such as smoothies and premium juices.
reflects consumers’ continued trend towards These declines, in particular water which was
a more balanced purchase repertoire where the around 10%, can be attributed largely to the
position of major carbonate brands is holding poor summer weather but it is undoubtedly
firm. Much comment is now being made of also a consequence of the ongoing debate
consumers desire to find ‘value for money’ regarding the sustainability of bottled water
– this is undoubtedly true but consumers are and in the case of more premium products
also seeking the reassurance of brands they the tightening of consumer budgets in the
know and trust. Despite the likely growth in second half of the year.
retailer brands we believe that well supported
differential brands that taste great will continue The soft drinks market overall is a resilient
to be important to all groups of consumers sector which has put in a creditable
across all channels. performance in 2008 despite the challenges
it faced. The increasingly difficult general
economic conditions will have an impact
on the market going forward especially in
the split of category growth; however the
total soft drinks market remains robust
in overall terms.

Rockstar Rockstar Punched

From 0 to over 5,000,000 New flavours such as
cans sold in the first full Guava Punched offer
year of sales. exciting new tastes in
energy drinks and support
the brand’s high-profile
sponsorships.
 Still great taste
Diet IRN-BRU launched
a new campaign and
packaging to help
shoppers understand
the “sugar free” message.

Phenomenal
people drink
Phenomenal
drinks.
08__  Annual Report and Accounts January 2009 Business & Financial Review

Strategy Last year we indicated that we were increasing

We remain committed to growing our business our efforts around the goal of developing our
profitability and our strategic focus is around sales growth ambitions – the results of which
the following main areas: can be clearly seen in our revenue growth. This
focus will continue to drive our operating plans.
• Core brands and markets
• Portfolio development In addition we are increasing the profile
• Route to market and pace of our sustainability agenda within
• Partnerships the business. Sustainability is not new for
• Efficient operations our company; efficiency, waste control and
• People development continuous improvement which are at the
• Sustainability heart of sustainability have been part of our key
focus for many years. However we have now
increased the level of co-ordination and focus
across the business in this area. At A.G.BARR
the sustainability agenda is simply part of being
a better business.

The Classics
The carbonates market
recorded its third consecutive
year of sales growth in 2008
despite the poor summer.
Shoppers are looking to buy
“classic” brands that offer great
value for money.
 Carbonated
“In the 4 week period ending
24th January, 2009 IRN-BRU
was the number one other
flavoured carbonate drink
on a national basis, by
value, for the first time
ever – overtaking Fanta.”

“The Barr brand of flavoured

carbonates grew revenue
by over 10% versus the
prior year.”
Functional Still Drinks
Through the Taut and Vitsmart
brands A.G.BARR p.l.c. is
well placed to compete in the
fast growing still sports and
functional waters categories.
Stills
“We now have products,
packaging and consumer
propositions which we
believe are well positioned
to meet consumer demand.”
Stepping up
Despite poor summer weather
and a difficult year our portfolio
of still drinks continued to grow.
 __09

Core Brands and Markets Return on capital employed

The commitment to develop our core brands 2009 17.3%
and markets, despite some changes to
consumer behaviour over the last five years, 2008 26.3%
continues to pay dividends. Our strength
in core carbonates on both a national and
regional basis has seen improvements to our EBITDA margin
market share across the year and across all 2009 18.1%
core brands. As we have deliberately increased
our focus on our core brands we have as a 2008 18.4%
consequence let some of our smaller brands
and labels, such as Findlays, Prize, Liptons
and the last of our remaining own label Free cash flow (£m)
business naturally decline during the period. 2009 18.0

2008 6.3

Juice & Water

“In 2009 we will launch
Strathmore twist.”
 Rubicon is trying to
‘make Britain more
exotic’, bringing the
best tasting exotic
juice drinks to more
customers throughout
the whole country.

Rubicon
Rubicon juice drinks bring
the world’s most exotic
flavours to Britain. With a
wide range of exotic fruits
used there is something
for everyone.
12__  Annual Report and Accounts January 2009 Xxxxxxxxxxxxx
Stepping up
our operations
500m
units produced over four production sites
“Across the business we have
reduced waste, improved
energy consumption and
80,000
food miles removed from supply chain
reduced CO2 production...”

6.8% now provides us with the

“The acquisition of Rubicon
increase in operational efficiencies across
Cumbernauld and Mansfield
opportunity to further
optimise our supply chain...”
__13
14__  Annual Report and Accounts January 2009 Business & Financial Review

Our core brands have never been stronger; Our promotional activity across the summer
increasingly consumers from all areas of the followed a value added approach with the main
U.K. and from many differing ethnic backgrounds event being our first ever free IRN-BRU glass
prefer our diverse range of unique brands. promotional mechanic. This mechanic involved
us giving away branded glasses with certain
IRN-BRU grew revenue in the period by almost IRN-BRU purchases, allowing us to improve
8% with strong growth on both sides of the sales, reward consumer loyalty and maintain
border and record market share in Scotland. a relatively high level of average PPL (pence
In the 4 week period ending 24th January, per litre) throughout the promotion.
2009 IRN-BRU was the number one other
flavoured carbonate drink within mainland IRN-BRU continued its sponsorship programme
U.K. by value for the first time ever – overtaking with the completion of the first full year of our
Fanta. Growth in IRN-BRU has been in both sponsorship of the Scottish Football Leagues
standard and diet with IRN-BRU 32 now and an increasing set of activities both at Club
accounting for less than ½% of our total level and centrally planned to be delivered
IRN-BRU sales. across the second year of our sponsorship.
In addition to our Scottish Football League
With the highest marketing and promotion sponsorship IRN-BRU has announced a
spend ever behind the IRN-BRU brand in 2008 new sponsorship deal with Rugby League
the mix of activities included significant growth – IRN-BRU is now the official soft drink of
in new pack sizes to ensure we can increase Superleague – a three year deal. In addition
the range of occasions on which the brand we have secured full broadcast sponsorship
can be drunk, such as a new 1 litre PET bottle of Sky Sports Rugby League coverage for the
shaped in line with the 500ml design and 2009 season. This coverage will reach over
a new 4x250ml PET multipack following 10 million consumers over the course of the
on from the successful launch of the new season and is designed to reinforce our
250ml “wee BRU” format in the prior year. growing position on a national basis.

Consumer communication continues to The IRN-BRU brand is now stepping up to

develop within the FMCG sector and IRN-BRU face the future on a national basis with real
has increased its digital presence with new web momentum from a strong base.
sites and a number of digital campaigns aimed
at reaching the growing audience of, especially During the course of the last 12 months we
younger, consumers who spend increasing have seen excellent growth from our regional
time online. However, we have also continued carbonates range with the Barr brand of
to utilise the more traditional mainstream flavoured carbonates growing revenue by
advertising activity with our award winning over 10% versus the prior year. This range
“IF” television advertising campaign going of traditional products has had the addition
out across the summer months. of new flavours Cherryade and Shandy plus
flavour extensions into 2 litre PET and 500ml
PET over the course of the year. Consumers
across the category and in different channels
have positively received the increasingly
attractive proposition of high quality traditional
drinks at good value prices in a variety of
formats. In addition we launched the Barr’s
“Originals” range of traditional recipe glass
bottles. Designed to be reminiscent of
what traditional “pop” used to taste like.
The range is aimed at both food service
and retail customers, further highlighting
the wide growth potential of the Barr brand.

Smoothies and Juice Drinks

Sales of smoothies and
Rubicon continue to grow.
 __15

Across our full regional range we grew revenue The Strathmore brand has performed
by 11% with an excellent performance from broadly in line with the general market place
Caribbean brand KA which grew by 46% and for bottled water. Our strategy to build a
is now a £5m sales brand. Tizer has stabilised premium brand in the water category remains
its sales performance with second half revenue intact and we have maintained our brand
flat versus the prior year. We will change the building activity despite the difficult market
Tizer consumer proposition once more in 2009 conditions. Strathmore performance in our
with the launch of an impactful sleeved bottle target impulse channel has been excellent
and a new recipe with increased flavour aimed despite the poor summer weather but the gains
at once more getting Tizer into stronger growth. made in impulse have been more than offset
by declines in the on-trade and catering market
Our core still brand offering under the Simply/ place where we have lost some contracts on
St Clement’s brands significantly out performed a price basis. The water market will continue
the market with revenue growth of 17% in to be very competitive but we believe bottled
the period. Despite the relatively small size water is an essential component of our overall
of these brands they are growing momentum portfolio and Strathmore is the right brand to
especially in the value segment of the market build for the long-term. We anticipate some
within the impulse, wholesale and discounter continuing weakness in the licensed/on-trade
channels. Offering high quality products in sector but will look to build on our success in
exciting packaging at good value has been impulse in 2009. Further brand development
our objective – this strategy is now beginning took place during 2008 with 750ml sports
to deliver wider acceptance of the brands cap launched in April, television advertising in
in other retail channels and with a wider Scotland over the summer as well as numerous
consumer audience. sports/running sponsorships throughout the
year. In September 2008 we refreshed the
Strathmore brand with a packaging re-design
which improved our stand out and reinforced
its premium positioning.

In 2009 we will launch Strathmore twist –

a range of flavoured water. Strathmore was
the first significant brand in the U.K. to launch
flavoured water and we believe the ‘twist’ range
can add further momentum behind the brand
in 2009.

“Offering high
quality products
in exciting packaging
at good value has
been our objective.”
16__  Annual Report and Accounts January 2009 Business & Financial Review

Portfolio Development The last significant change to our portfolio

We have continued our drive to broaden during the year was the acquisition of the
our overall portfolio across an increasingly Rubicon brand. Rubicon exotic juice drinks with
wide range of soft drinks categories. The strong core ethnic consumers and a growing
development of our still and fruit based range base of mainstream consumers offer us some
has continued with St Clement’s juices and real growth opportunities. With strength in the
smoothies. Despite the category declines in South East and London we can use our route
these sectors we have used our good value to market strength to develop the brand as part
for money positioning to drive our ranges at of our core offering on a more national basis.
the expense of other more premium competitor The addition of the carton format in both 1 litre
brands. We have also focused these ranges take home and 288ml “drink now” also gives
down to fewer variants as the market has us a huge opportunity to develop our sales
contracted and we remain positive regarding further. The integration and further growth
the opportunities in this sector. of the Rubicon business and brand is a key
business priority for 2009/10.
We acquired the Taut and Vitsmart brands
to speed our entry into both the still sports Our portfolio priorities are very clear. Further
drinks market and the fledgling enhanced development of our range will take place but
water market. Over the early course of 2008 in the short-term we are focused on building
we invested considerable effort in re-packaging core brands, integrating and developing Rubicon
and re-developing both of these brands. and positioning our offering to meet consumer’s
We now have products, packaging and current financial and lifestyle needs.
consumer propositions which we believe are
well positioned to meet consumer demands Route to Market
in these two sub categories. Both brands The impulse market has had a difficult year
were re-launched in 2008 but on a relatively with poor summer weather and the difficult
low key, low cost basis due to our perception economic environment driving consumers
of the changing economic circumstances to move to more planned purchases and
in the U.K. Both Taut and Vitsmart have great less impulse purchases. Overall soft drinks
potential but we must get the timing correct sales in impulse dropped by 3.6% in value
before we increase our weight of effort behind with volume down 5.4%. However carbonates
these exciting new brands. This is an example did relatively better, flat in value terms with
where we are realistic and make difficult a 2.2% volume decline.
choices regarding our portfolio – we have in
recent months focused our efforts on our more We have continued to drive our impulse
mainstream and core brands and will continue business but this is against the headwind
to do so while the economic climate is uncertain. of sector declines. We maintain our belief
that a strong impulse business is vital in soft
drinks and we have further invested in the
year (although in the final quarter) in an
additional 31 sales personnel to further drive
our impulse business. This investment will
begin to deliver in 2009/10. In addition we
have further strengthened our food service
and on-trade teams since those areas remain
for us an opportunity, despite their current well
publicised difficulties.

£30.7m
EBITDA
 __17

Our channel split across the business The Orangina brand has continued to out
continues to be well balanced with good perform its peer orange carbonates during the
growth from core brands in take home and year with further focus behind the iconic bulby
increased sales opportunities for impulse bottle. We are delighted to have in March 2009,
helped by the Rubicon acquisition. signed a new franchise arrangement with
Orangina Schweppes Group that will see our
At the same time as increasing our partnership extended to 31st December, 2014.
executional resources and capabilities This only serves to reinforce our commitment
we have completed, later than planned, to building the Orangina brand in the U.K.
the roll out of our Customer Relationship
Management (CRM) system to build further The partnership arrangements we previously
service and commercial competence for held with Rubicon have now obviously moved
customers. The value added impact of on – bringing together the existing strong
this investment is expected in 2009/10. working relationships we have enjoyed with
our long-term partners at Rubicon into the
Partnerships core of our business.
All of our partnerships are important and
2008/09 was a successful year for both Sales of IRN-BRU in Russia have continued to
us and our partners. grow with revenue growth of 23%. Given the
context of very significant economic problems
The launch of the Rockstar brand into the in Russia and a carbonated soft drinks market
U.K. commenced in November 2007 with the which has fallen by 7% during 2008 this is an
2008/09 financial year being the first full year excellent performance which highlights both
of our partnership with Rockstar. During the the resilience and quality of the brand and the
course of last year we sold over 10 million cans capability and commitment of Pepsi Bottling
of Rockstar making this the most successful Group, our partner in Russia.
carbonate launch of the year. The focus in
this first year has been to build awareness and Value exports to other territories increased
the profile of the brand which has been done by 21% during the year with further growth
through a combination of sampling, with over potential in Scandinavia and the Middle East
1.2 million consumers sampled at over 700 being developed.
events, and sponsorship activity such as the
Ricky Hatton boxing sponsorship and headline Partnership relations across the supply side
sponsorship of the Taste of Chaos U.K. of the business are also important; never
music tours. more so than now as we face volatility and
uncertainty across much of our key materials
Over the course of the year listings and supply base. Our objectives of managing risk,
distribution have been growing and in enhancing quality, improving efficiency and
September we introduced a new Guava reducing environmental impact remain central
Punched variant. The early success of the to these key partnerships.
Rockstar brand has allowed us to now bring
production, which was previously outsourced,
in-house to further strengthen our partnership
with Rockstar for 2009/10.

KA
KA was launched in the 1960s
based on original Jamaican soft
drink recipes. These recipes offer
an authentic taste of the Caribbean.
18__  Annual Report and Accounts January 2009 Business & Financial Review

Efficient Operations The past year has challenged our ability to

During the course of the 2008/09 financial year manage significant price volatility in both raw
our operating teams have been far from idle. materials and energy across our business.
This has however been the first time for three We have continued to make good progress
years we have not had a major restructuring to find creative solutions to manage as much
or investment programme underway. risk out of our business as possible. However
the current weakness of Sterling has increased
We have during 2008/09 for the first time the cost challenges in particular within our
produced more than 500 million units Rubicon products.
across our production sites and at the same
time improved overall line efficiency in our Our capital spend, outside of building and
manufacturing sites by over 5%. Across the land, was as forecast much smaller than in
business we have continued to reduce waste previous years reflecting the focus on delivering
and improved energy consumption. During performance from the prior years’ investments.
the year we reduced our CO2 production per It is likely that this trend will continue into
tonne of product produced across our main 2009/10 but we continue to look forward
sites by 9.5%. In addition we have reduced and to plan our asset base to be fit to allow
water usage by 8% and carried out product/ us to compete successfully in the increasingly
packaging re-engineering projects designed complex and competitive market place in which
to save well in excess of £0.5m per annum. we operate.

In addition to our continuous improvement People

activities we have improved operating The A.G.BARR business has stepped up
efficiency at our Cumbernauld site through the in 2008/09; it has delivered strong financial
purchase of further on-site storage capacity. performance despite difficult market conditions.
The purchasing of an adjacent site of some 20 Much of our improvement is as a consequence
acres with 150,000 square feet of warehouse of our previous investments and restructuring
capacity has eliminated our requirement for programmes. No single investment is more
costly external storage and reduced miles important than the investment we have made
travelled for our product by over 80,000 miles. in building the core capabilities and strength of
The site was acquired in September 2008 and our teams. The combination of long standing
was fully refurbished and in operation within experienced individuals and new thinking from
four weeks. outside the company continues to see the
A.G.BARR team make huge strides forward
The acquisition of Rubicon and its integration collectively and as individuals. We would like
now provides us with the opportunity to further to thank everybody who has worked so hard
optimise our supply chain and to seek best over the past year across the whole business to
practice operational performance across all deliver our plans. The combination of personal
of our sites including the new carton packing leadership and enhanced team working are
facility at Tredegar in South Wales. taking A.G.BARR to the next level.

We would also like to take this opportunity

to thank all the Rubicon team for the positive
start which has been made to our new
working relationship following the acquisition
in August 2008.

Taut
The Taut sports drink range offers
natural hydration for people playing
sports or just working out. Unlike
most sports drinks Taut contains no
artificial flavours, colours, sweeteners
or preservatives.
 __19

“In difficult times it is even

more important to be building
from a strong base – it is from
a strong base that A.G.BARR
is stepping up.”
We have announced that after 31 years as Summary
chairman, Robin Barr will step down to a Over the course of the last 12 months
non-executive role and Ronnie Hanna will step the resilience of the business has been
up to the role of non-executive chairman. It is demonstrated by the growth of both sales
expected to be a smooth transition as Ronnie revenue and profit in what has been a tough
brings both experience and capability as well year. Poor summer weather, volatility in costs
as a strong knowledge of our business from and an increasingly difficult economic climate
the five years he has spent as a non-executive have all challenged our market and our
director. We would also like to welcome to business. The soft drinks market has held up
our board Jonathan Warburton who brings well and we have out performed in that market.
an exceptional track record of brand building,
asset development and FMCG experience. In difficult times it is even more important
to be building from a strong base – it is from
Throughout the business we have further a strong base that A.G.BARR is stepping up.
improved our Health & Safety performance We remain focused on managing our cost
across the past year with fewer reportable base and understand the need to adapt quickly
accidents and improved scores in our internal to any changes in the external environment.
Health & Safety audits. Despite the progress The early integration of the Rubicon business
we have made we cannot afford to be is a necessary challenge that will allow us to off
complacent and Health & Safety remains set much of the impact of a weakened Sterling
at the top of everybody’s agenda. and our further investments in sales execution
and the development of our core brands provide
Last year we entered our first year of working

£17.1m
us with good growth opportunities across the
with the Prince’s Trust – supporting young market place.
people across the U.K. We have completed
our first programme with the Prince’s Trust We look forward into uncertain times with
team and a group of young people and at the confidence that our business is financially
Profit attributable to shareholders same time we have raised a significant amount strong and in the knowledge that we have
of money to further support the Prince’s Trust the people and plans in place for 2009/10.
Charity. Thanks should be given to all of those
people in the company who have given
up considerable time to help support the
Prince’s Trust. Roger White
Chief Executive
We will continue to face communication
challenges as our business grows in size and
complexity. Over the last year we have further
developed our communication and consultation
frameworks allowing us to better communicate
with everyone across the business and
importantly giving us increased understanding
of how we can improve the business for
the future.
20__  Annual Report and Accounts January 2009 Business & Financial Review

Financial Review Margins

A.G.BARR’s profit before tax for the year In spite of an increase in raw material and utility
ended 31st January, 2009 rose to £23.2m, costs, a successful delivery of price increases
an increase on the prior year of 11.4%. This together with a favourable mix delivered an
included release of a restructuring provision improvement in our gross margin from 48.7%
no longer required of £0.1m. to 49.9%.

Normalised profit before tax, i.e. eliminating Operating profit margins remained flat
the impact of exceptional items and impairment despite an increased level of marketing
charges, increased to £23.4m, an increase and promotional investment and also further
of 9.7% on the prior year. investment in our sales execution infrastructure.

EBITDA (before exceptional items) increased During the year we continued to see the
by 12.5% to £30.7m, representing an EBITDA benefits of the previous operational restructuring
margin of 18.1%. programme and improvements within our
manufacturing and distribution activities.
Turnover ended the year ahead of expectations The company announced a limited number of
at £169.7m, an increase of 14.4% on the voluntary redundancies within the Strathmore
previous financial period. manufacturing operation during the period.
In addition the purchase of a distribution facility,
Together with a strong performance of the adjacent to our Cumbernauld site, reduced
core brands within the portfolio, the results costs and improved efficiencies. These activities
were enhanced by the acquisition of Groupe together with general team based continuous
Rubicon Limited (Rubicon). The inclusion of 22 improvements helped offset some inflationary
weeks turnover, relating to Rubicon, delivered cost pressures.
an increase in turnover of £8.8m in the financial
period. In addition the timing of the year end The operating profit margin (before exceptional
resulted in the inclusion of an additional 53rd items) achieved in the period was 13.7%.
week of trading in the period; this equated to
an additional £2.7m of turnover. On a like-for- Interest
like basis the core business achieved turnover Interest income of £25k was reported in the
growth of 6.6%. period, being in the main £1.1m of interest
earned on cash balances up to the end of
As expected the acquisition of Rubicon was August, offset by interest charges following
Alex Short earnings enhancing in the financial period our move to an indebted position, after the
Finance Director ending 31st January, 2009, delivering £1.4m acquisition of Rubicon.
of incremental profit before interest costs.
We continue to expect the acquisition Moving into an indebted position and in line
to deliver further earnings enhancement with our internal policies, the company entered
in its second year. into a three year interest rate swap with the
Royal Bank of Scotland to hedge a significant
All sub categories within the product portfolio portion of the risk associated with fluctuations
delivered year-on-year growth in sales revenue in interest rate movements, securing a rate
with the exception of water. below our acquisition model.

Taxation
The tax charge of £6.1m represents an
effective tax charge of 26.4%. The effective tax
rate reported in the accounts for the previous
year was 19% which reflected the disposal of
properties following the restructuring process
completed last year.

“Turnover ended
the year ahead
of expectations
at £169.7m, an
increase of 14.4%
on the previous
financial year.”
 __21

Earnings per Share (EPS) Capital expenditure in the period was £10.6m.
Basic EPS for the period was 89.12p, up 2.7% Significant expenditure included the purchase
on the same period last year. of a 20 acre warehousing site for £2.85m.
The site, which is adjacent to our Cumbernauld
Dividends facility, became operational in October 2008
providing the benefits of reduced external
The board is recommending a final dividend storage costs as well as reducing transportation
of 30.4p per share to give a total dividend for of raw materials and finished goods. The other
the year ending 31st January, 2009 of 42.0p. item of significant expenditure during the period
This represents an increase of 7.7% compared was the purchase of the Rubicon manufacturing
to the prior year. facility at Tredegar in August for £1.3m; this was
followed by the purchase of the neighbouring
Balance Sheet Review property in January for £0.7m, again in order to
The group’s Balance Sheet remains strong with reduce our dependence on external distribution
net assets increasing from £84.8m to £92.7m and storage.
mostly driven by an increase in intangible
assets and strong operational cash flow. Current Assets and Liabilities
Current assets reduced in the period from
On 29th August, 2008, the company £59.7m to £51.2m with the most significant
completed the acquisition of Groupe Rubicon aspect being the reduction in cash and cash
Limited for a consideration of £59.8m. This was equivalents following the Rubicon acquisition
funded from existing cash resources and a new in the year.
debt facility that was negotiated with the Royal
Bank of Scotland. The facility totals £70m of The movement to a net debt position together
which £40m is a five year term loan maturing with the current economic conditions means
July 2013 with the balance funded by a three that careful management of our working
year revolving credit facility of £30m, expiring capital position is more important than ever.
July 2011. Inventories in the period increased by £2.2m
again being the effect of Rubicon which offset a
An initial repayment of £2.0m was made reduction in inventories from the core business;
towards the five year facility on 29th January, inventory days increased marginally following a
2009, in line with the facility agreement. decision to forward purchase some packaging
material to take advantage of favourable pricing
Leverage and interest cover are significantly being offered.
within the required covenant levels. At 31st
January, 2009 the group’s net debt position was Trade and other receivables increased by
£31.3m representing just over 1 times EBITDA £1.2m again due to the inclusion of Rubicon,
with interest cover in excess of 22 times. but also as a result of higher levels of trading
and the timing of the year end falling five days
In line with both the requirements of IAS36 later. Trade and other payables rose by £2.8m
and our accounting policies, the group again reflecting the timing of the year end.
undertook an impairment review of all Debtor days have reduced from 57 days to 52,
intangible assets during the year. This review whilst trade payable days have remained flat.
identified a potential impairment relating to
the value of intangible assets for the Findlays’ We are continuing to market the Atherton site
water rights; consequently an impairment which is surplus to our operating requirements
charge of £0.3m has been recognised. and remain confident that the proceeds of the
disposal will exceed the net carrying value of
Capital Expenditure £2.9m and are therefore continuing to classify
Following a period of significant capital the asset as held for sale.
investment in the business as part of the
restructuring programme, capital investment Return on capital employed for the period
was at more normal levels with focus turning reduced to 17.3% (previously 26.3%) reflecting
to delivering operational efficiencies. the increase in intangible assets relating to the
Rubicon acquisition.
Vitsmart
A new Vitsmart range of
functional waters was launched
into the market in October 2008.
Each drink contains 50% of your
recommended daily allowance
of vitamins and is available in five,
exciting, great tasting flavours.
22__  Annual Report and Accounts January 2009 Business & Financial Review

Cash Flow and Net Debt The latest formal actuarial valuation was
The most significant single item on the cash carried out as at April 2008 and is in the
flow statement is of course the acquisition process of completion. The results of this
of Rubicon which was funded in part by historic valuation indicate that the recovery plan is
cash balances and the new debt facility. progressing as expected. The pension trustees
and the company have therefore agreed to
Free cash flow generated in the period was maintain the deficit contributions at the current
£18.0m, significantly ahead of the prior year level of £2.7m per annum.
driven by improved trading performance, a
strong focus on working capital management, In addition to the main A.G.BARR schemes,
reduced tax payable (due to a previous the company also operated two defined
overpayment) and a reduced level of capital contribution Group Personal Pension Schemes
expenditure. Additional contributions were for a limited number of employees.
made to the defined benefit pension scheme
as part of the deficit recovery plan. These Share Price and Market Capitalisation
totalled £2.7m and were in line with the At 31st January, 2009 the closing share price
prior year. for A.G.BARR p.l.c. was £11.40. The group
became a member of the FTSE250 during the
As at the 31st January the group’s net debt year and had a market capitalisation of £222m
position was £31.3m being the closing cash at the period end.
position of £6.7m net of the borrowings
of £38m. During the year, the trustees of the company’s
various employee benefit trusts continued to
Pensions purchase a modest amount of shares to satisfy

“Free cash flow During the year the company operated two
main pension plans being the A.G.BARR p.l.c.
the ongoing requirements of the company’s
share schemes.
generated in the (2005) Defined Contribution Pension Scheme,
and the A.G.BARR p.l.c. (2008) Pension and
period was £18.0m, Life Assurance Scheme. The latter is a defined Alex Short

significantly ahead benefit scheme based on final salary which

also includes a defined contribution section
Finance Director

of the prior year.” for the pension provision of new executive

entrants. The assets of both schemes are
held separately from those of the company
and are invested in managed funds.

Under IAS 19 the net pension deficit at the

year end stood at just under £5m representing
an improvement of £3m on the deficit of £8m
that was reported last year. The majority of the
improvement has resulted from the additional
contributions paid by the company during the
year, the increase in bond yields over the last
year and a change in assumption regarding the
amount of tax-free cash that members will elect
to take on retirement. These factors have been
offset by a slight increase in future price inflation
expectations and a lower than expected return
on assets during the year.

Reportable accidents
2009 15

2008 19
 __23

Key Performance Indicators Free cash flow

The principle key performance indicators used Net cash flow excluding the movements
by management in assessing the performance in borrowings, dividend payments and
of the group, in addition to the income non cash exceptional items.
statement, are as follows:
Return on capital employed
Turnover growth Operating profit before exceptional items as a
The increase in value of revenue recorded percentage of invested capital. Invested capital
in the period relative to the prior period. is defined as non-current plus current assets
less current liabilities excluding all balances
Average realised price relating to any financial instruments, interest
The average revenue per case sold. bearing liabilities and cash or cash equivalents.

Gross margin Interest cover

Revenue less material costs and production The ratio of EBITA (EBITDA less depreciation)
related costs, divided by revenue. relative to finance charges in respect of the
relevant period.
Contribution margin
Revenue less material costs and all other Net debt/EBITDA
operating costs that management considers The ratio of aggregate amount of all obligations
to be attributable to specific business areas, in respect of consolidated gross borrowings
divided by revenue. to reported EBITDA.

Operating profit margin Market growth

Operating profit before exceptional items and A C Nielsen market growth summaries reported
before the deduction of interest and taxation, in terms of volume and value by major product
divided by revenue. category and geography.

EBITDA margin Market share

EBITDA as defined as: profit on ordinary A C Nielsen market share summaries reported
activities before tax less exceptional income, in terms of volume and value by major product
adding back interest, depreciation, category and geography.
amortisation and impairment divided
by revenue. Market price per litre
A C Nielsen market scantrack data of retail price
per litre reported by major product category,
brand and geography.

Reportable accidents
The moving average total of reportable accidents
in a period together with the number of lost
time accidents and near misses.
24__  Annual Report and Accounts January 2009 Business & Financial Review

Principal Risks and Uncertainties In addition to financial risks the group’s results
Financial Risks could be materially affected by:
The group’s activities expose it to a variety
of financial risks: market risk (including foreign Risks Relating to the Group
exchange, interest rate and commodity price • A decline in the sales of certain key brands.
risks), credit risk and liquidity risk. The group’s • Adverse publicity in relation to the group
overall risk management programme focuses or its brands.
on the unpredictability of financial markets and • Consolidation or reduction of the
seeks to minimise potential adverse effects customer base.
on the group’s financial performance. • Failure or unavailability of the group’s
operational infrastructure.
Risk management is carried out by the Finance • Interruption to the group’s supply
department under policies approved by the of packaging and raw materials.
board of directors. The Finance department • Failure to maintain appropriate ‘incident
identifies, evaluates and manages financial management’ readiness.
risks in close co-operation with the group’s • Deterioration of internal financial controls.
operating units. The board provides guidance • Failure of critical IT systems.
on overall risk management. More details can • Inability to protect the intellectual
be found within the Accounting Policies section property rights associated with current
of the accounts. and future brands.
• Litigation or changes in legislation
including changes in accounting principles
and standards.
• Failure to recruit/retain key employees.
• Significant increase in the group’s
funding requirement in respect
of its pension schemes.

Risks Relating to the Market

• Changes in consumer preferences,
perception or purchasing behaviour.
• Poor economic conditions and weather.
• Changes in regulatory requirements.
• Failure to maintain appropriate relationships
with major customers.
• Actions taken by competitors.
A step in the
right direction
with our recycling policy in 2009
What are
we doing?

200,000
Over recent years the percentage of our 750ml Working with suppliers to
glass bottles returned to us has been reducing. reduce waste and packaging
In May 2008 we increased the deposit on our In the coming year, as a condition of our 2009
returnable 750ml glass bottle to 30p and we preform contract, our suppliers will be working
new 750ml glass bottles saved have seen a consequent improvement in their to reduce the weight of our 2 litre bottle by

4.0m
return rate. In the 6 months to January 2009 nearly 5% and our 330ml Simply PET bottles
this has meant that we have reduced the by 6%. This is expected to remove 139 tonnes
amount of new glass bottles being placed on of plastic packaging which is equivalent
the market by 130 tonnes – this is equivalent to another 7.5 million 500ml bottles.
of over 200,000 750ml bottles.
500ml plastic bottle equivalents
saved through lightweighting During 2008 we lightweighted our Strathmore We will also be trialing the introduction of
250ml and 750ml bottles and down-gauged recyled PET (rPET) to our Simply Fruity range;

25%
their plastic packaging. This, along with other this will reduce the amount of virgin PET used
lightweighting initiatives across our packaging to manufacture this pack by 25%.
range, contributed to the removal of 74.1
tonnes of plastic; which is equivalent to
reduction of virgin PET in 4 million 500ml bottles.
the Simply Fruity PET range
 __25

Corporate We take our Corporate Social

Responsibility very seriously and see
& Social it as a key part of the future success
Responsibility and sustainability of our business.
Corporate Responsibility Our Environment Strategy
Corporate responsibility at Barr is neither Our approach is to:
a new thing nor a separate programme • Manage, monitor and evaluate the key
of activity – it is part of what we believe environmental impacts of our business
makes good business sense. in the areas of climate change, waste and
packaging design, water usage and transport.
Our corporate responsibility activity
• Set and review environmental targets both
brings together the different strands
locally and centrally.
of our actions across:
• Communicate all our targets and plans
• Environment throughout the company.
• Workplace • Agree plans to achieve targets.
• Community • Consider environmental impacts when
• Quality making investment decisions.
• Maintain British Standard, BS EN ISO
We have appointed Andrew Memmott, 14001 accreditation.
our Operations Director, as board sponsor
for sustainability and to co-ordinate our Environmental Organisation
corporate responsibility activities.
Our Environment Committee
We have made good progress across In order to maintain business focus on, and
all fronts over the last 12 months and contribute to, the continued conservation of
have also improved communication natural resources and minimisation of waste
and co-ordination of all our activities. at A.G.BARR, we have formally established
an Environment Committee. This committee
We now have plans in place with targets monitors performance against our environmental
and controls across each key area of targets and reviews our objectives.
the business.
Quarterly updates on the progress of this
committee are reported to the board of
directors. During the integration of the Rubicon
business in 2009 the Environment Committee
Roger White remit will be extended to include Rubicon’s
Chief Executive Tredegar site.

Operations Director

Environment Committee

Cumbernauld Site Mansfield Site Strathmore Site

17%
Reduction in manufacturing energy
usage across all sites since 2004
26__  Annual Report and Accounts January 2009 Corporate & Social Responsibility

What are we doing? Plans for a Windturbine Development

Climate Change Levy Following detailed environmental feasibility
2008 saw the end of the 4th Climate Change studies of the potential for wind powered
Levy ‘Milestone Year’. As with the previous energy generation at our Cumbernauld site,
three years we have performed well and we have now submitted a planning application
continue to be eligible for the 80% rebate for the erection of a 2MW windturbine. Subject
of the levy for the next two years. to approval, this has the potential to generate
over 60% of the total electricity for the site.
Utilities Monitoring Wind power produces ZERO CO2 emissions
In 2009, we will commission the installation of a and is projected to reduce our annual carbon
utilities monitoring system at our Cumbernauld dioxide emissions by 2,800 tonnes – this is
manufacturing site. This is following on from equivalent to the CO2 emissions from a family
the successful completion of a similar system car driving 12,000,000 miles.
at our Mansfield factory. This has reduced their
energy consumption by 7%. Waste and Packaging
Our operations do currently generate some
waste material and it is our ambition to reduce
the amount of this waste which is landfilled
to zero by 2015. By segregating many of our
packaging waste streams we have managed
Stepping up to divert nearly 83% of our current waste away
from landfill during 2008.

60%
Projected electricity generated from
Last year we continued to reduce the
environmental impact of our packaging.
We also comply with the Producer Responsibility
(Packaging Waste) Regulations through our
wind power, with ZERO CO2 emissions membership of VALPAK.

Our
Environmental
Targets

30% zero
Climate change
achieve a 30% reduction in CO2 emissions
from manufacturing by 2020 compared
to 1990 levels.
waste
Waste and packaging
send zero manufacturing waste to landfill

20%
from 2015, and improve the sustainability
of our packaging.

Water
reduce our waste water volumes
(i.e. water not contained in the product)
by 20% by 2020 compared to 2007.
20%
Transport
reduce the overall impacts of our transport
by 20% by 2012 compared to 2002.
 __27

Water We are trialing and investing in greener

Water is vital to our business. As such our technologies. Our fleet replacement programme
objective is to waste as little as possible. saw the introduction of 23 vehicles in 2008,
Since 2004 we have achieved 7% reduction with plans to invest in an additional 18 vehicles
in the water we use to produce each litre in 2009 which all meet the Euro IV standard.
of product. This has been achieved through This will help us to reduce the direct emissions
many small changes across all of our activities. from our fleet.

Transport The centralisation of the direct to store sales

We have further improved the efficiency of all operation in Scotland, when all five distribution
our distribution activities across the last year. sites’ activities were brought into the new
Cumbernauld warehouse, has saved 388,000
In serving our diverse customer base we attempt vehicle miles per annum. Our customer
to utilise the optimal transport options available. distribution team have also optimised the
miles travelled by the fleet through a re-routing
We have deployed our fleet of primary exercise. This, and investment in a transport
trunker vehicles which have the dual role of planning system, has contributed to a 12%
transporting product from our manufacturing reduction in retail fleet mileage since 2006.
sites to our warehousing facilities and also to

7%
deliver customer orders to their own central With the acquisition of an additional warehouse
warehouses. We also utilise a fleet of trucks facility adjacent to our Cumbernauld site,
in England and Scotland which service a wide we have significantly reduced the number
range of customer outlets from corner shops of miles our primary distribution fleet travels
reduction in water usage to garage forecourts. annually. We estimate that this will save
a further 80,000 road miles each year.

388,000
fewer vehicle miles since centralisation

80,000
Energy Usage (kWh/tonne of product)

road miles saved each year 150

(Litre/Litre) of product)Energy Usage (kWh/tonne of product)

150

120

120

90
2004 2005 2006 2007 2008
90
2004 2005 2006 2007 2008
150 2.5

2.5
Water Usage (Litre/Litre)
Usage (kWh/tonne

120 2.0

2.0
Water Usage
Energy

90 1.5
2004 2005 2006 2007 2008 2004 2005 2006 2007 2008
1.5
2004 2005 2006 2007 2008
2.5 3000

3000
2900
Retail Milages (000s)
Milages(Litre/Litre)

2900
(000s)

2800
2.0
2800
2700
Retail Usage

2700
2600
Water

2600
1.5 2500
2004 2005 2006 2007 2008 2004 2005 2006 2007 2008
2500
2004 2005 2006 2007 2008
3000

2900
es (000s)

2800
28__  Annual Report and Accounts January 2009 Corporate & Social Responsibility

Alternatively Fuelled Vehicles Education Programmes

Electric We have once again participated in a number
We successfully trialed an eco-friendly electric of educational programmes with a variety
delivery vehicle at our distribution site in London of external educational bodies. This has
in 2008. We will be taking delivery of our first included the successful Scottish Enterprise
electric truck in March 2009. This will not directly Edge Programme.
emit any carbon dioxide into the atmosphere.
Work Experience Placements
LPG (Liquid Petroleum Gas) We are committed to providing a range of Work
Furthering our research into alternatively fuelled Experience for young people from Secondary
vehicles we have recently converted one of Education Schools within the North Lanarkshire
our Mansfield primary transport vehicles to and East Dunbartonshire areas. Those who
run on a diesel/LPG mix. The performance are keen to have office-based work get the
of this flexible-fuel vehicle will be monitored chance to work in Credit Control, Accounts,
during 2009. International, Production Administrative
Support and Information Technology.
We recognise that Workplace
Our people are encouraged to develop We also offer Work Experience in our staff
the talent and skills through a range of activities including project
work and off the job training. Health & Safety
restaurant. After induction the young person,
who could be interested in a career as a
of our workforce are is a priority for the company and is led by our chef, is given the opportunity to help our staff

vital to the company’s Health & Safety committee. prepare and serve different daily menus for
our employees.
continuing success. All employees have their own agreed Personal
Development Plan setting out the planned Apprenticeships
learning and development activities that will As part of our commitment of recruiting
help them to develop their potential to the full. and developing our own staff for the future
needs of the business we have a number
58% of employees have attended internal of Apprentice Maintenance Engineers
training programmes covering a wide range of based at our Cumbernauld Factory.
topics such as Management Skills, Personal
Development and Health & Safety, and in Two of our apprentices are working closely with
addition, 25% of employees attended external East Kilbride Group Training Association who
training courses and 68 employees have provide SVQ Level 3 Assessment and support
gained formal qualifications during the year. for Engineering Maintenance Skills. They both
attend Day release at Langside College where
Pay and benefits are benchmarked against they are studying towards the achievement of
other companies to ensure the rewards to staff SQA Higher National Certificates in Engineering.
are competitive and we seek to ensure that
employees are provided with a safe and healthy
work environment and a guarantee of fairness
and equal opportunities.

Our electric powered trucks Apprentice maintenance engineers

 __29

Health & Safety Safety KPIs

Safety is led from the top with the A.G.BARR Accident prevention initiatives have been key
board of directors monitoring company to improving our safety record over 2008/09
performance. The Safety Executive, chaired with the completion of a bespoke safety DVD
by the Finance Director and advised by the on warehouse, transport and off-site safety
Health & Safety Manager, develops our safety which has now been communicated across
policies and strategy. The Management Safety all our operations and forms part of our safety
Committee implements and reviews compliance induction programme. Ensuring that our sites
with policies and procedures and the local operate safe traffic management procedures
safety committees ensure local implementation has always been a priority and our accident
of company safety procedures and practices. prevention initiative covering people and vehicle
safety led to the implementation of an in-house
A.G.BARR Health & Safety structure developed safety charter covering transport
and people safety standards at each site,
A.G.BARR board the aim of which is to effectively communicate
safety through visual images of the expected
Safety Executive
safety standards.
Management Safety Team
Health & Safety Audit
Safety KPIs Site Safety Committees
All safety procedures and progress needs
to be measured and we do this through a
Reportable accidents The year to January 2009 has seen a significant comprehensive internal Health & Safety audit
continued improvement in our safety performance cycle which provides each site with a score
2008/09 15
most notably with a reduction in the number against the following safety criteria:
2007/08 19 of accidents reportable to the Health & Safety
Executive (HSE) to 15. This period also saw • Safety Leadership
2006/07 27 significant reductions in the reportable accident • Risk Management
severity index and the lost days due to accidents. • Safety Guidance Note Compliance
Reportable accidents severity rating • Behavioural Safety

2008/09 29 The 2008/09 audit cycle covered fifteen

locations and has provided each site with
2007/08 39
the means to achieve continual improvement
2006/07 67 in safety standards. The improvement in audit
scores have been reflected in our safety KPI
improvements over 2008/09.
Accident lost days
2008/09 225

2007/08 448

2006/07 409

45%
Reduction in lost days due to accident
44%
Reduction in reportable accidents
over a three year period

56%
Reduction in accident severity
over a three year period
30__  Annual Report and Accounts January 2009 Corporate & Social Responsibility

Community Prince’s Trust Employee Involvement

Charities and Good Causes As part of our new partnership with the Prince’s
The Prince’s Trust Trust a number of A.G.BARR employees based
In 2008 we started a new partnership with at our Cumbernauld site worked alongside
The Prince’s Trust. The Trust helps 14 to 30 The Trust’s own staff to help deliver the charity’s
year olds get a job who are in or leaving care, Team Project in Glasgow. The Team Project
struggling at school, are unemployed or have involved 12 young people aged between
been in trouble with the law. It has become the 16-25 who needed help to move on in their
U.K.’s leading youth charity, offering a range lives. The project lasted for 12 weeks and
of opportunities including training, personal focused on helping the group to develop life
development, business start-up support, skills in order for the team members to go
mentoring and advice. on to find employment or further education.

The Barr staff involved in the project helped

“Throughout our We supported the work of The Trust by
investing in a number of their community in the following ways:

133 year history programmes across the U.K. with a particular

focus on Scotland. The Strathmore Spring • They visited the team on their course to
we have always water brand provided The Trust’s water
requirements for their various fundraising
introduce themselves and run an interactive
learning experience.
tried to play an and recognition activities throughout the year. • They hosted the team on a visit to our
Cumbernauld site to help them gain
active, supportive Our staff were also engaged with the work
of The Trust through organising fundraising an understanding of our business and
the world of work including a tour of
and positive role activities and working directly in the projects
that we supported. our production facilities.

in community life  further visits to our Cumbernauld site

• On
our staff delivered a teaching session on
especially where selling techniques and marketing skills with
an interactive session on how we produce
our manufacturing our adverts. Our personnel department
also delivered an interview and job seeking
and distribution skills course.

operations are
based.”
Robin Barr
Chairman Barr Soft Drinks
November 2008
 __31

• The project team also joined Barr staff Community Support

in running our first Christmas Fayre at our Westfield Primary School, Cumbernauld
Cumbernauld site. The Fayre was created In 2007 we entered into a unique partnership
to raise funds for The Prince’s Trust and with Westfield Primary School – the local
helped to raise over £10,000 for our staff primary school to our Cumbernauld site.
contribution to the charity in 2008. We were invited by North Lanarkshire Council
• At the end of The Project the Team made a to enter into a local partnership agreement with
short presentation at our Cumbernauld site the school which involves our staff working
on their experiences over the 12 weeks and with the pupils to support enterprise projects
what they had gained from their time on the taking place within the school.
project. We are delighted to report that each
one of the team members had either a job We also support a number of other local
opportunity or a further education place community organisations in Cumbernauld,
to pursue at the end of the Team Project. where our Scottish head office, distribution,
logistics and warehousing operations are
The Prince’s Trust – helping to change now based. These include the Cumbernauld
young lives. For more information go to Theatre, Cumbernauld Community Park
www.princes-trust.org.uk and the annual Cumbernauld 10k run.

Other Charitable Organisations Angus Council

We also support a number of other charitable Our Strathmore Spring water brand worked
organisations with cash support. These include with Angus Council on a new schools and
The Big Issue Scotland which we have business recycling scheme by donating
supported for many years and the Glasgow- 100 recycling bins to primary and secondary
based Prince & Princess of Wales Hospice. schools across the region. The scheme aims
to increase the amount of recycling and cut
Over the years we have assisted many the cost of waste disposal in the county.
thousands of community groups, charities and
good causes with donations of Barr Soft drinks
products and merchandise in order to help
them raise much needed funds. We also know
that the 30p bottle deposit on our BARR 750ml
returnable glass bottles plays an important role
in helping many charities to raise funds.

£205k
Contributed in 2008/09
How we contribute: Cash 55%/
In Kind 32%/Employee Time 13%
32__  Annual Report and Accounts January 2009 Corporate & Social Responsibility

Marketplace Quality
Health and Wellbeing The commonality of the international standards
All our soft drinks can be enjoyed as part of a enables the procedures for our Environmental
balanced diet and a healthy lifestyle. At Barr we Management System (BS EN ISO 14001)
offer a full portfolio of soft drinks to enable our to be integrated in the same documents.
consumers to make a choice in the soft drinks
that they buy to suit their individual needs and Both of these standards are important to sound
tastes. Consumers can also buy our soft drinks management practice and are independently
in a wide range of pack sizes both for their audited by our assessment auditors, Lloyds
convenience and to help them exercise Register QA.
portion control.
Food Safety & Product Quality
The sponsorship and marketing of our brands The principles of HACCP (Hazard Analysis and
also reflects our desire to make our contribution Critical Control Point) are applied to all of our
in the promotion of a healthy and active lifestyle production activities. This food safety technique
to our consumers. In 2008 we distributed over requires potential hazards to be identified,
300,000 bottles of Strathmore Spring water and then to implement specific monitoring and
to participants at various road races that the controls. The objective is, wherever possible,
brand supports, many of which we have to eliminate the risk, and where this is not
supported for over 12 years. possible, to manage it. One of the foundation
stones of our quality system is continuous
improvement, and this prompted us this year
to revisit our HACCP system. This led us
to train many more of our staff to provide a
wider understanding of the importance of the
control mechanisms in place. The monitoring
Barr Soft Drinks requirements and controls are all integrated

was established in
within our ISO 9001 system, ensuring that they
are comprehensively audited, both internally

1875 and throughout and externally.

our 133 year history

we have always
recognised that
responsible marketing
helps consumers
to make informed
choices.

300,000
bottles of Strathmore Spring water
to participants at various road races
 __33

We take product-related consumer complaints Procurement

very seriously and have, year after year, seen Our ethical purchasing policy is based
a decline in the number received. Investment on the Institute of Purchase and Supply’s
in the latest plant and inspection equipment, recommendation. Our team of trained auditors
better training, procedures and systems have continued working with our suppliers
all contribute to this commendable record, to ensure that our needs are fully conveyed.
though it can never be taken for granted.
Our purchasing strategy has served us well,
Over the last five years the index of complaints with dual supply for many key materials.
per million units produced has reduced by Where possible, the supply chain is kept
20% and we will continue to apply good to the minimum.
management controls to continue this trend.
From a continuity of supply perspective, where
During 2007 our new can-line was sole supply is approved, the supplier provides
commissioned in Cumbernauld, providing back-up facilities or safety stock levels to
us with a state-of-the-art asset. It had an protect us from stock shortages. The efficiency
immediate effect, in its first year, of reducing of our factories, with low down time, few errors
the complaints arising from this pack-type by and low wastage levels depends upon our
over 18%, compared with the same products suppliers’ success in providing consistent
made on the older can-line. quality and service level. We actively work
with our key suppliers through audits and
other initiatives to reduce the potential for
errors and unnecessary journeys.

We continue to require our suppliers to maintain

the GM-free status of our raw materials.
The Quality
Management
Please check the Corporate Responsibility
section of our website www.agbarr.co.uk

System, BS EN ISO about our corporate social responsibility.

9001, continues
to create the basis
for control of our
processes. This
system ensures the
on-going delivery
of our products
to a consistent
specification and
service level.
34__  Annual Report and Accounts January 2009 Board of Directors

Board of
Directors
 __35

From left to right:

01 JAMES S. ESPEY, B. Com., M.B.A., Ph.D. (65) 05 Alex B.C. Short, B.A. (Hons), ACMA (41)
Joined the company in 1999 as a non-executive Joined the company as finance director
director. Currently a non-executive director in June 2008.
of Fuller Smith & Turner P.L.C.
06 RONALD G. HANNA, C.A. (66)
02 Andrew L. MemmoTt, BSc, MSc. (44) Joined the company in 2003 as a non-executive
Joined the company’s Project Engineering director. Currently chairman of both BowLeven
Team in June 1990. Appointed plc and Glasgow Investment Trust and a director
operations director in 2008. of Edinburgh High Income Trust.

03 ROGER A. WHITE, M.A. (Hons) (44) 07 JONATHAN D. KEMP, B.A. (Hons) (37)
Joined the company in 2002 as managing Joined the company in 2003 as commercial director.
director. Appointed chief executive in 2004.
04 W. ROBIN G. BARR, C.A. (71)
Joined the company in 1960. Appointed
director in 1964 and chairman in 1978.
36__  Annual Report and Accounts January 2009 25 Years Service Awards

25 Years
Service Awards

Billy Williamson Graham Bell Karen Brodie Michael Goulden

Manufacturing Team Leader Technical Operator Operations Support Administrator Warehouse Operative

Peter Waddell Robert Leckie Terry Briddick

Head of Financial Planning Production Shift Manager Warehouse Manager

Stepping up

Leadership Development Training

A.G.BARR p.l.c. continually invests in
leadership development for a range of its
employees. The company is an approved
centre with the Institute of Leadership and
Management (ILM) to deliver the Level 3
Award in First Line Management. 11 managers
are currently working towards this qualification
as part of a 10 day programme. The company
also works with the Taylor Clarke Partnership,
a Glasgow based organisational development
consultancy, who deliver our Business Leadership
Programme for middle and senior managers.
Taylor Clarke have delivered five programmes
to date with 60 managers attending.
 __37

Xxxxxxxx Xxxxx
Accounts
January 2009

38 Directors’ Report
41 Statement on Corporate Governance
44 Directors’ Remuneration Report
51 Consolidated Income Statement/
Statements of Recognised
Income and Expense
52 Balance Sheets
53 Cash Flow Statements
54 Accounting Policies
60 Notes to the Accounts
86 Independent Auditor’s Report
87 Review of Trading Results
38__  Annual Report and Accounts January 2009 Accounts

Directors’ Report
The directors are pleased to present their report and the consolidated Directors’ interests
financial statements of the company and its subsidiaries for the 53 The directors’ interests in ordinary shares of the company are shown
weeks ended 31st January, 2009. within the Directors’ Remuneration Report on pages 44 to 50. No director
has any other interest in any shares or loan stock of any group company.
Principal activities
The group trades principally as a manufacturer, distributor and seller Directors’ indemnity insurance
of soft drinks. Qualifying third party indemnity insurance is in place for the benefit
of all directors of the company.
Business review
A detailed review of the group’s activities and of future plans is Political donations and political expenditure
contained within the Chairman’s Statement on pages 2 to 3, the Neither the company nor any of its subsidiaries have made any political
Business and Financial Review on pages 4 to 24 and the Corporate donations or incurred any political expenditure in the year.
& Social Responsibility report on pages 25 to 33.
Charitable donations
The information contained in those sections fulfils the requirements of
During the year the company entered into fundraising activities for
the Business Review, as required by Section 417 of the Companies Act
the Prince’s Trust. Further details of the work are included within the
2006, and should be treated as forming part of this Directors’ report.
Corporate & Social Responsibility report on page 25.
Results and dividends
The total of the company’s direct donations for charitable purposes
The group’s profit after tax for the financial year attributable to equity (cash donations to charity) was £113,000. Further donations of products
shareholders amounted to £17.075m (2008: £16.838m). were made to community programmes.

An interim dividend for the current year of 11.60p per ordinary share Land and buildings
was paid on 24th October, 2008.
The directors are of the opinion that there is no significant difference
between the market value and the book value of the group’s land and
The final proposed dividend of 30.40p will be posted on 4th June,
buildings as at 31st January, 2009.
2009 if approved at the company’s annual general meeting (AGM)
on 26th May, 2009.
Research and development
The directors have taken advantage of the exemption available under The group undertakes research and development activities to update
s230 of the Companies Act 1985 and have not presented an income and expand its range of products in order to improve and develop new
statement for the company. and existing products. Expenditure during the year on research and
development amounted to £262,000 (2008: £250,000). None of the
Directors expenditure has been capitalised.
The following were directors of the company during the financial year
Employee involvement
ended 31st January, 2009:
W.R.G. Barr Using regular briefing procedures, managers keep employees at all
R.A. White levels informed about matters affecting the company’s policy, progress
J.D. Kemp and people. Twice yearly, the briefing includes a report on trading results.
I.F. Greenock (retired 6th June, 2008) In addition to this, a quarterly internal newsletter, The Quencher,
A.B.C. Short (appointed 28th May, 2008) is distributed to all employees.
A.A. Bibby (retired 29th February, 2008)
A.L. Memmott (appointed 1st March, 2008) Consultation with employees or their representatives takes place twice
J.S. Espey a year so that employees’ views may be taken into account when the
R.G. Hanna company is making decisions that are likely to affect their interests.

The company’s Articles of Association (the ‘Articles’) give the directors All qualifying employees are entitled to join the Savings Related Share
power to appoint and replace directors. Under the terms of reference Option Scheme, the Long Service Award Scheme, the All-Employee
of the Nomination Committee, any appointment must be recommended Share Ownership Plan and the Long-term Incentive Plan.
by the Nomination Committee for approval by the board. The Articles
require directors to retire and submit themselves for re-election at the first Employment of disabled persons
AGM following appointment and one-third of the directors for the time Applications for employment by disabled persons are always fully
being to retire at each AGM, not including those directors submitting considered bearing in mind the respective qualifications and abilities
themselves for re-election at the first AGM following appointment. of the applicants concerned. In the event of employees becoming
disabled every effort is made to ensure that their employment will
The director retiring by rotation is R.A. White, who, being eligible, continue. The training, career development and promotion of a
offers himself for re-election. In accordance with article 38 of the disabled person is, as far as possible, identical to that of a person
company’s Articles, A.B.C. Short and J. Warburton, who were appointed fortunate enough not to suffer from a disability.
to the board on 28th May, 2008 and 16th March, 2009 respectively,
will both retire at the AGM and, being eligible, will offer themselves
for re-election. Following the completion of his one year contract as a
non-executive director, the re-appointment of J.S. Espey on 1st April,
2009 falls to be confirmed. J.S. Espey has a one year contract from
his date of re-appointment.
 __39

Directors’ Report
Payment policy and practice Resolution 11, which will be proposed as a Special Resolution at
The company’s policy is to make payment in accordance with the the AGM on 26th May, 2009, will give the company authority to use
terms agreed with suppliers when satisfied that the supplier has its available cash resources to acquire up to 1,946,146 of its own shares
provided the goods or services in accordance with the agreed terms in the market for either cancellation or to hold them as treasury shares.
and conditions. There is no standard which deals specifically with the The directors will only use this power after careful consideration, taking
payment of suppliers. into account market conditions prevailing at the time, other investment
opportunities, appropriate gearing levels, and the overall position of the
At 31st January, 2009 the average number of days of payments company. The directors will only purchase such shares after taking into
outstanding for the group was 36 days. account the effects on earnings per share and the benefits for shareholders.

Substantial interests in shareholdings At 31st January, 2009 Robert Barr Limited, as trustee of the Group
Employee Benefit Trust, the Savings Related Benefit Trust and the
As at 23rd March, 2009, the company had been notified under
Long Service Award Trust, held 1.5% of the issued share capital of the
Rule 5 of the Financial Services Authority’s Disclosure and Transparency
company in trust for the benefit of the employees, executive directors,
Rules of the following significant holdings of voting rights in its shares.
senior executives and managers of the group. A dividend waiver is in
A significant shareholding is defined as 3.00% by the Financial Services
place in respect of the trustee’s holding.
Authority’s Listing Rules.
Nature of
Shares % holding holding The voting rights in relation to these shares are exercised by the trustee.
The trustee may vote or abstain from voting the shares or accept or
Caledonia Investments Plc 1,820,000 9.35 Direct reject any offer relating to shares, in any way it sees fit, without incurring
Lindsell Train 1,533,731 7.78 Indirect any liability and without being required to give reasons for its decision.
Speirs & Jeffrey 1,035,908 5.32 Indirect
Under the rules of the All-Employee Share Ownership Plan (the ‘Plan’)
Relations with shareholders eligible employees are entitled to acquire shares in the company.
Details of the Plan are documented on page 45. Plan shares are held
The company has regular discussions with and briefings for analysts in trust for participants by Equiniti Share Plan Trustees Limited (the
and institutional shareholders. The chief executive and finance director ‘Trustees’). Voting rights are exercised by the Trustees on receipt of
normally meet with major shareholders twice annually and brief the next participants’ instructions. If a participant does not submit an instruction
board meeting on their discussions. All shareholders, including private to the Trustees no vote is registered. In addition, the Trustees do not vote
investors, have an opportunity to participate in questions and answers on any unawarded shares held under the Plan as surplus assets. As at
with the board on matters relating to the company’s operation and 31st January, 2009 Equiniti Share Plan Trustees Limited held 1.3% of the
performance at the annual general meeting. issued share capital of the company.
Takeovers directive The company is not aware of any agreements between shareholders that
The following provides the additional information required for may result in restrictions on the transfer of securities and/or voting rights.
shareholders as a result of the implementation of the Takeovers
Directive into UK Company law. As disclosed in the Remuneration Report, under certain conditions the
notice period for directors may increase from one year to two years in the
As at 31st January, 2009 the company’s issued share capital comprised event of a takeover of or by the company or a company reconstruction.
a single class of shares referred to as ordinary shares. Note 27 to the
financial statements contains details of the ordinary share capital and The company’s banking facilities may at the discretion of the lender
this note should be treated as forming part of this report. be repayable upon a change of control of the company.

On a show of hands at a general meeting of the company every The Company’s Articles may only be amended by a Special Resolution
holder of ordinary shares present in person and entitled to vote shall at a general meeting of shareholders. At the 2009 AGM a Special
have one vote and, on a poll, every member present in person or by Resolution will be put to shareholders proposing amendments to the
proxy and entitled to vote shall have one vote for every ordinary share company’s existing Articles, as described in the Notice of Meeting.
held. The Notice of AGM specifies deadlines for exercising voting rights
and appointing a proxy or proxies to vote in relation to resolutions to Financial risk management
be passed at the AGM. All proxy votes are counted and the numbers The group manages its financial risk so as to minimise the adverse
for, against or withheld in relation to each resolution are announced fluctuations in the financial markets on the group’s reported profitability
at the AGM. and cash flows. Specific policies for managing each of the group’s main
financial risk areas are detailed in the accounting policies on page 54.
There are no restrictions on the transfer of 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).
• Pursuant to the Listing Rules of the Financial Services Authority
whereby certain directors, officers and employees of the company
require the approval of the company to deal in the company’s
ordinary shares.
40__  Annual Report and Accounts January 2009 Accounts

Directors’ Report
Statement of directors’ responsibilities in relation Directors’ statement pursuant to Disclosure
to the Financial Statements and Transparency Rule 4.1.12
The directors have chosen to prepare the Financial Statements for the Each of the directors confirm, to the best of their knowledge:
group in accordance with International Financial Reporting Standards • That the consolidated Financial Statements, which have been
(‘IFRS’) as adopted by the European Union. prepared in accordance with IFRS as adopted by the EU, give
a true and fair view of the assets, liabilities, financial position
IAS 1 requires that the Financial Statements present fairly for each and profit or loss of the company and the undertakings included
financial period the group’s financial position, financial performance in the consolidation as a whole; and
and cash flows. This requires the faithful representation of the effects • That the Business Review on pages 29 to 33 includes a fair review of
of transactions, other events and conditions in accordance with the the development and performance of the business and the position
definitions and recognition criteria for assets, liabilities, income and of the company and the undertakings included in the consolidation
expenses set out in the International Accounting Standards Board’s as a whole, together with a description of the principal risks and
‘Framework for the preparation and presentation of Financial Statements’. uncertainties that they face.
In virtually all circumstances, a fair presentation will be achieved
by compliance with all applicable IFRS. Contracts of significance
There were no contracts of significance as defined by Listing Rule 9.8
Directors are also required to: subsisting during the financial year.
• Select suitable accounting policies and apply them consistently
• Make judgements and estimates that are reasonable and prudent Going concern
• Present information, which includes the accounting policies,
The group’s business activities, together with the factors likely to affect
in a manner that provides relevant, reliable, comparable and
its future development, performance and position are set out in the
understandable information
Business Review on pages 29 to 33. The financial position of the group,
• Provide additional disclosures when compliance with the specific
its cash flows, liquidity position and borrowing facilities are described
requirements in IFRS is insufficient to enable users to understand
in the Financial Review on pages 20 to 24.
the impact of particular transactions, other events and conditions
on the group’s financial position and financial performance.
After making the appropriate enquiries, the directors have a reasonable
expectation that the company and the group overall have adequate
The directors are responsible for keeping proper accounting records
resources to continue in operational existence for the foreseeable future
which disclose with reasonable accuracy at any time the financial
and, accordingly, consider it appropriate to adopt the going concern
position of the group and to enable them to ensure that the Financial
basis in preparing the annual report and accounts.
Statements comply with the Companies Acts.
Corporate governance
They are also responsible for the system of internal controls, for
safeguarding the assets of the group and hence for taking reasonable The company’s statement on Corporate Governance is included
steps for the prevention and detection of fraud and other irregularities. in the Corporate Governance report on pages 41 to 43 of these
financial statements.
Directors’ statement as to disclosure of information to auditors
Post Balance Sheet events
So far as each director is aware, there is no relevant audit information
of which the company’s auditors are unaware. Relevant information is The post balance sheet events are included in note 30 to the accounts.
defined as information needed by the company’s auditors in connection
with preparing their audit report. Annual general meeting
Details of the company’s annual general meeting, convened for 11am
Each director has taken all steps that ought to be taken by a director on 26th May, 2009, are set out in a separate circular which has been
to make themselves aware of and to establish that the auditors are sent to all shareholders with this report.
aware of any relevant audit information.
On behalf of the board,
A copy of the Financial Statements is placed on the company’s website
www.agbarr.co.uk. The maintenance and integrity of this website is the
responsibility of the directors. The work carried out by the auditors does
not involve consideration of these matters and accordingly the auditors
accept no responsibility for any changes that may have occurred to the
Financial Statements since they were initially presented on the website. J.A. Barr
Company Secretary
Legislation in the U.K. governing the preparation and dissemination Westfield House
of Financial Statements may differ from legislation in other jurisdictions. 4 Mollins Road
Cumbernauld G68 9HD
 __41

Statement on Corporate Governance

The board On appointment to the board, directors are provided with a full, formal
A.G.BARR p.l.c. is led by a strong and experienced board which brings and tailored programme of induction, to familiarise them with the group’s
a depth and diversity of expertise to the leadership of the company. businesses; the risks and strategic challenges the group faces; and the
economic, competition, legal and regulatory environments in which the
The board comprises five executive directors and two non-executive group operates. A programme of strategic and other reviews, together
directors. Both of the non-executive directors are considered to be with other training provided during the year, ensures that directors
independent. J.S. Espey is the senior non-executive director. continually update their skills; their knowledge and familiarity with the
group’s businesses; and their awareness of sector, risk, regulatory, legal,
Under the company’s Articles of Association one third of the board financial and other developments to enable them to fulfil effectively their
is subject to retirement and re-election every year. role on the board and committees of the board.

The company is committed to the principles of Corporate Governance Details of directors’ remuneration and interests in shares of the company
contained in the Combined Code (the ‘Code’) and each of the provisions are given in the Directors’ Remuneration Report on pages 44 to 50.
of the Code has been reviewed and, where necessary, steps have been
taken to ensure that the company is in compliance with all of those The board
provisions as at the date of this Report. The company has complied The board has 12 scheduled meetings, set annually in advance and
throughout the year ended 31st January, 2009 with the Provisions of the determines the strategic direction of the group and reviews operating,
Code of Best Practice set out in section 1 of the Code except in relation financial and risk performance. There is a formal schedule of matters
to the notice period of executive directors’ contracts. reserved to the board which includes approval of the group’s annual
business plan; the group’s strategy; acquisitions, disposals and capital
The Code requires a maximum notice period of one year. As disclosed expenditure projects above certain thresholds; all guarantees; treasury
in the Directors’ Remuneration Report in the event of a takeover of policies; the Financial Statements; the company dividend policy;
or by the company or a company reconstruction the notice period of transactions involving the issue or purchase of company shares;
the executive directors reverts to two years in certain circumstances. borrowing powers; appointments to the board; alterations to the
memorandum and articles of association; legal actions brought by or
Directors against the group above certain thresholds; and the scope of delegations
Brief biographical details of the directors are set out on pages to board committees, subsidiary boards and the management committee.
34 and 35. The roles of chairman and chief executive are separate
and there is a clear division of responsibilities between those roles. In advance of all board meetings the directors are supplied with detailed
and comprehensive papers covering the group’s operating functions.
The chairman leads the board and ensures the effective engagement Members of the management team attend and make presentations
and contribution of all non-executive and executive directors. The chief as appropriate at meetings of the board. The company secretary is
executive has responsibility for all group businesses and acts in responsible to the board for the timeliness and quality of information.
accordance with the authority delegated from the board. Directors can obtain independent professional advice at the company’s
expense in performance of their duties as directors. None of the directors
Responsibility for the development of policy and strategy and operational obtained independent professional advice in the period under review.
management is delegated to the executive directors and a management All directors have access to the advice and the services of the company
committee, which consists of five senior managers. secretary. In addition to these formal roles, the non-executive directors
have access to senior management of the business either by telephone
The chairman is pleased to confirm that, following formal performance or via involvement at informal meetings.
evaluation of all the directors, all of the directors’ performances continue
to be effective, and the directors offering themselves for re-election or Attendance at board and committee meetings in year
election at the AGM continue to demonstrate commitment to the role to 31st January, 2009:
of director. Audit Remuneration Nomination
Board Committee Committee Committee
During the year, the chairman carried out a performance evaluation Maximum 12 Maximum 3 Maximum 6 Maximum 2
of the board, the board committees and each of the directors. As in
previous years, this was an internal exercise led by the chairman of the Executive
board who conducted a detailed and comprehensive evaluation process W.R.G. Barr 12 – 6 2
by a combination of written survey questionnaires followed by a series R.A. White 12 – – –
of discussions. The outcome of these evaluations showed that directors J.D. Kemp 12 – – –
were positive about the performance and process of the board and A.B.C. Short* 7 2 – –
the board committees, however they also indicated that the directors A.L. Memmott 12 – – –
welcomed separate company strategy discussions outwith the normal I.F. Greenock* 5 1 – –
board meeting schedule. This practice will therefore be continued.
Non-executive
J.S. Espey 12 2 6 2
R.G. Hanna 11 3 6 2

*A.B.C. Short attended the maximum number of board meetings after

his appointment and was in attendance at two Audit Committee meetings.
I.F. Greenock attended the maximum number of board meetings in the
year prior to his retirement.
42__  Annual Report and Accounts January 2009 Accounts

Statement on Corporate Governance

Committees of the board Details of the amounts paid to the external auditors during the year for
The terms of reference of the principal committees of the board – audit and other services are set out in note 2 to the financial statements.
Audit, Remuneration and Nomination – are available on request from
the company secretarial department. The external auditors report their audit results to the Audit Committee
including a summary of the significant accounting and auditing issues,
Those terms of reference have been reviewed in the current year internal control findings and a summary of audit differences identified.
and are reviewed at least annually. The work carried out by the Audit The Audit Committee would consider any disagreements in accounting
and Nomination Committees in discharging their responsibilities treatment between management and the auditors, should any arise.
is summarised below. The work carried out by the Remuneration
Committee is described within the Directors’ Remuneration Report At the beginning of each year, an internal control plan is developed
on pages 44 to 50. by the internal auditors with reference to the significant risks contained
within the company risk register and identified controls. The Audit
Audit Committee Committee receives updates on the internal control workplan regularly
throughout the year.
The Audit Committee consists of the two non-executive directors,
J.S. Espey and R.G. Hanna.
The external auditors do not place any direct reliance on the work
undertaken by the internal auditors due to the nature of the scope
The Committee meets with executive directors and management,
and the timing of their work.
as well as privately with the external and internal auditors.
In addition to the standing members of the Audit Committee and
In the current year the Committee has:
representatives from the external auditors, A.B.C. Short, the group
• Reviewed and advised the board on the group’s interim and annual
finance director, routinely attends.
Financial Statements;
• Reviewed the control of the group’s financial and business risks;
Nomination Committee
• Discussed and agreed the nature and scope of the work to
be performed by the external auditors and internal auditors; The Nomination Committee consists of W.R.G. Barr, J.S. Espey and
• Reviewed the results of this audit work and the response R.G. Hanna. The Committee is chaired by W.R.G. Barr.
of management;
• Reviewed the effectiveness of the group’s system of internal control The Committee leads the process for making appointments to the board;
(including financial, operational, compliance and risk management); ensures that there is a formal, rigorous and transparent procedure for
• Made recommendations on the appointment, re-appointment and the appointment of new directors to the board; reviews the composition
remuneration of the external auditors and monitored the performance of the board through a full evaluation of the skills, knowledge and
of the auditors; and experience of directors; and ensures plans are in place for orderly
• Reviewed the non-audit services provided to the group by the external succession for appointments to the board, and to other senior executive
auditors and monitored and assessed the independence of both the management positions. During the year, the Committee nominated
external and internal auditors. and appointed A.L. Memmott and A.B.C. Short as directors following
the retirals of A.A. Bibby and I.F. Greenock.
The Committee has ensured that both the board and the external
auditors have safeguards in place to prevent the compromise of the Internal control
auditors’ independence and objectivity. The external auditors also The board has overall responsibility for the group’s internal control
reported regularly to the Committee on the actions that they have taken systems and annually reviews its effectiveness, including a review
to comply with professional and regulatory requirements and current of financial, operational, compliance and risk management controls.
best practice in order to maintain their independence. The implementation and maintenance of the risk management and
internal control systems are the responsibility of the executive directors
The Committee reviews the auditors’ independence annually and ensures and other senior management. The system is designed to manage
that they comply with the Auditing Practices Board’s Ethical Standard. rather than eliminate the risk of failure to achieve business objectives,
and provide reasonable, but not absolute, assurance against material
At the year end meeting to review the annual report and accounts the misstatement or loss.
Audit Committee formally considers the level of non-audit services and
fees provided by the group’s auditors. The detail and level of fees are The board has reviewed the effectiveness of the internal control systems,
fully discussed and the committee is satisfied that there is no risk to the including controls related to financial, operational and reputational risks
objectivity and independence of the external audit arising from the level identified by the group, in accordance with the Code for the period
of non-audit fees. Any services to be provided by the external auditors from 27th January, 2008 to the date of approval of this annual report.
above a level set by the Audit Committee must be approved by the No significant failings or weaknesses were identified during this review.
Audit Committee. Had any failings or weaknesses been identified then the board would
have taken the action required to remedy them.
 __43

Statement on Corporate Governance

At the Audit Committee meeting on 15th January, 2009, following
a review and evaluation of the controls and systems in place, the
Committee concluded that the group has a sound system of internal
controls in place.

The board confirms that there is an ongoing process, embedded in the

group’s integrated internal control systems, allowing for the identification,
evaluation and management of significant business risks, as well as
a reporting process to the board. The board requires the departments
within the company to undertake at least an annual review to identify
new or potentially under-managed risks. The results of these reviews are
reported to the board via the Audit Committee. This process has been
in place throughout the current year and up to the date of the approval
of this annual report, and it accords with the Turnbull guidance. Following
a review of the internal control processes further improvements were
identified and have been put into place during the course of the year.

The main elements of the group’s internal control system, including risk
identification, are as follows:

The board
The board has overall responsibility for the group’s internal control
systems and exercises this through an organisational structure with
clearly defined levels of responsibility and authority as well as appropriate
reporting procedures.

The board meets at 12 arranged board meetings each year and

has a schedule of matters that are brought to it, or its duly authorised
committees, for decision aimed at maintaining effective control over
strategic, financial, operational and compliance issues. This structure
includes the Audit Committee, which, with the finance director, reviews
the effectiveness of the internal financial and operating control environment.

Financial reporting
There is a comprehensive strategic planning, budgeting and forecasting
system with an annual operating plan approved by the board.

Monthly financial information, including trading results, cash

flow statements and indebtedness, is reported. The board and
the management committee review their business and financial
performance against budget and forecast.

Audits and reviews

The key internal risks identified in the group are all subject to regular
audits or reviews by the internal auditors. This role is fulfilled by an
external professional services firm who are independent from the
board and the company.

The review of the internal auditors’ work by the Audit Committee and
monitoring procedures in place ensure that the findings of the audits
are acted upon and subsequent reviews confirm compliance with any
agreed action plans.

The group maintains that there has been an independent internal audit
function in place for the year.
44__  Annual Report and Accounts January 2009 Accounts

Directors’ Remuneration Report

The Remuneration Committee The balance of these elements is intended to align executives’
The Remuneration Committee comprised: longer term interests with those of shareholders. In 2009 the
J.S. Espey (chairman) performance related elements of the remuneration package
R.G. Hanna amounted to approximately one third of the executives’ total
package (2008: approximately one quarter).
J.S. Espey is the senior non-executive director of the company and
has served from 16th April, 1999. R.G. Hanna, non-executive director, Annual bonus
was appointed to the Committee on 19th June, 2003. This scheme is available to create focus within the senior executives,
including executive directors, on the annual financial performance of the
The Committee has access to professional advice, both inside group. It is principally based on Profit Before Tax (excluding Exceptional
and outside the company, and consults with the chairman and items). A maximum of 75% of each executive’s base salary is currently
chief executive. payable in cash under the scheme.

Remit Performance Related Share Scheme (PRSS)

The purpose of this scheme was to reward executive directors and other
The full Terms of Reference of the Committee are available from the
senior employees for achieving above average performance in the profits
company on application to the company secretarial department.
of the group which would also benefit shareholders. The final award
under this scheme was provided for the year to 25th January, 2003
The Committee’s principal function is to determine the policy on
and the scheme has been replaced by the LTIP below. Subject to the
remuneration for the most senior executives of the group and to
discretion of the Remuneration Committee, participants were awarded
approve the specific remuneration of the executive directors and
bonuses following an increase in earnings per share of at least 21/2%
the company secretary, including their service contracts.
above the Retail Price Index providing the executive was still in the
employment of the company at the end of the scheme year. The annual
The Committee also has responsibility for recommending the
bonus value awarded to a participant in respect of a scheme year was
remuneration of the chairman to the board. The Committee’s remit
on a sliding scale commencing at 81/3% and could not exceed 50%
therefore includes, but is not restricted to, basic salary, benefits in
of the executive’s annual base salary.
kind, performance related awards, share options and share awards,
Long-Term Incentive Plans, pension rights, and any compensation
The bonuses are released as follows:
or termination payments.
• Normally one third of the value of the bonus was in cash and released
immediately on award.
There are a number of external advisors appointed by the company
• The remainder of the value of the bonus was in the form of shares
who advise on remuneration matters for the wider workforce and also
which would not normally be released earlier than five scheme years
provide advice to the Committee from time to time.
after the end of the relevant scheme year.
During the year, advice was obtained from Mercer Human Resource
If the average earnings per share for not less than five nor more than
Consulting who provided advice on retirement benefits and administered
seven scheme years following the year of award exceeds the earnings
the group’s defined benefit and defined contribution pension schemes.
per share of that scheme year by no less than the average annual
percentage rate of inflation for the comparative scheme years plus
Policy and objectives
21/2%, additional matching shares will be awarded to participants under
The ongoing policy of the Committee is to reward the executive the rules of the scheme.
directors in line with the current remuneration of directors in comparable
businesses taking into consideration the advice of independent benefit Long-Term Incentive Plan (LTIP)
consultants in order to recruit, motivate and retain high quality executives This scheme was approved by shareholders at the annual general
within a competitive marketplace. meeting held on 19th May, 2003 and replaced the PRSS above.
It is available to reward senior executives, including executive directors,
Executive directors’ remuneration if the average earnings per share of the three years running up to and
Salary and benefits including the year of calculation exceeds the average of the three years
Basic salaries and benefits in kind are reviewed within the policy each preceding that period, both being adjusted for Retail Price Index, by
year. Salaries are reviewed each year to take account of movements a sliding scale from 10% to over 50%. The award, payable in shares,
in the marketplace and individual contribution. is valued as a percentage of the basic salary of executives on a scale
from 12.5% to 75% for the maximum award.
Performance related elements of remuneration
A significant proportion of the executive directors’ remuneration The Remuneration Committee consider it appropriate that the revised
is performance related through an annual bonus plan, payable vesting conditions for the LTIP scheme, as outlined in the Notice of
in cash, and share award elements. the Annual General Meeting, should apply to outstanding awards under
the scheme as well as to new awards. However the total amount which
The elements of the executive directors’ remuneration are: may vest under outstanding awards and the maximum potential award
• Basic salary and benefits; for each existing award holder will not be altered. The change in vesting
• Performance related components. In the year to 31st January, conditions will be subject to shareholder approval at the AGM as part
2009 these were the free share element of the AESOP, the PRSS, of the adoption of the revised LTIP scheme rules.
the annual performance bonus and the LTIP.
 __45

Directors’ Remuneration Report

Both the PRSS and the LTIP were available to senior executives Directors’ service contracts
as well as the executive directors. The service contract for each of the executive directors and that of the
chairman provide for a period of notice of one year except during the six
The performance conditions described above for the PRSS and months following either a takeover of or by the company or a company
LTIP were chosen to align executives’ bonus payments to company reconstruction. Under these conditions and certain circumstances the
performance both in the short-term and over a five to seven year period. notice period reverts to two years for each of the executive directors.
The Remuneration Committee considers that this condition is appropriate
Executive Share Option Scheme (ESOS) in relation to the shareholding structure of the company.
This scheme was approved by shareholders at the annual general
meeting held on 19th May, 2003 but no options have been awarded. The executive and non-executive directors have no contractual
entitlement to compensation payments in the event of loss of office
In addition to the above elements of remuneration, there are two further other than those related to their period of notice.
elements which are available to all employees.
The current policy of the group is for the executive directors’ service
All Employee Share Ownership Plan (AESOP) contract notice periods to be normally no longer than 12 months.
The AESOP is HMRC approved and the executive directors participate
in both sections of the scheme, which is open to all employees. The service contracts of the executive directors and the letters of
appointment for the non-executive directors include the following terms:
The partnership share element provides that for every three shares that a
Unexpired Notice period Notice period
participant purchases in A.G.BARR p.l.c., up to a maximum contribution
Date of term required from required from
of £125 per month, the company will purchase one matching share. The Director contract (months) director company
matching shares purchased are held in trust in the name of the individual.
There are various rules as to the period of time that the shares must Executive
be held in trust but after five years the shares can be released tax free W.R.G. Barr 16th February, 2005 2 6 months 1 year
to the participant. R.A. White 30th September, 2002 12 6 months 1 year
A.B.C. Short 28th May, 2008 12 6 months 1 year
The free share element allows participants to receive shares to the value J.D. Kemp 11th October, 2003 12 6 months 1 year
of a common percentage of their earnings, related to the performance A.L. Memmott 1st March, 2008 12 6 months 1 year
of the group. The maximum value of the annual award is £3,000 and
the shares awarded are held in trust for five years. Non-executive
J.S. Espey 1st April, 2008 0 3 months 3 months
Under the terms of this scheme, the matching shares will be forfeited R.G. Hanna 19th June, 2006 3 3 months 3 months
if the participant leaves the employment of the company within three
years of the award. All other partnership, matching and free shares must Performance review
be removed from the trust if employment with the company ceases. The graph below plots the total shareholder return for the ordinary
share capital of the company against the FTSE small-cap index which
Savings Related Share Option Scheme (SAYE) has been selected as the most appropriate measure. In the opinion of
The SAYE is HMRC approved and is available to all employees including the board no readily identifiable benchmark group of companies exists.
executive directors. It is based on a five year savings contract which
provides the participant with an option to purchase shares after five years The FTSE small-cap index has been selected as it represents a broad
at a discounted price fixed at the time when the contract is taken out, equity market in which the company was a constituant member for most
or earlier as provided by the scheme rules. of the year. In the later part of the year the company entered the FTSE
250. Due to this change an additional comparison has been included
Pension schemes on the graph for the FTSE 250.
Executive directors are all members of the A.G.BARR p.l.c. (2008)
Pension and Life Assurance Scheme. The scheme has a defined benefit
section and a defined contribution section. The defined benefit section 250
was closed to new entrants from 14th August, 2003.
200
Details of the entitlements accruing to the three directors who are
currently members of the defined benefit section are detailed in the table 150
Index

on page 49. The contributions paid to the defined contribution section

in respect of three directors are disclosed on page 50. 100

Non-executive directors’ remuneration 50

Non-executive directors receive remuneration for their services as
disclosed in the table of directors’ detailed emoluments on page 46. 0
Non-executive fees are reviewed by the board annually. The non-executive 2004 2005 2006 2007 2008 2009
directors do not participate in any of the company’s share option schemes, Year to January
share award schemes, bonus schemes or pension schemes.
A.G.BARR p.l.c.
FTSE small-cap
FTSE 250
 46__  Annual Report and Accounts January 2009 Accounts

Directors’ Remuneration Report

Directors’ detailed emoluments
This section of the Remuneration Report is audited.
Salary Benefits Annual Long service 2009 2008
and fees in kind bonus payment Total Total
£000 £000 £000 £000 £000 £000

Executive
W.R.G. Barr 111 13 – – 124 112
R.A. White 314 32 155 – 501 353
J.D. Kemp 175 36 87 – 298 201
A.B.C. Short* 135 17 97 – 249 N/A
A.L. Memmott 124 16 63 – 203 N/A
A.A. Bibby* 12 8 – 65 85 207
I.F. Greenock* 65 33 – 40 138 215

Non-executive
J.S. Espey 35 – – – 35 32
R.G. Hanna 35 – – – 35 32
1,006 155 402 105 1,668 1,152

Benefits in kind include the provision of a company car and fuel. The long service payments made to I.F. Greenock and A.A. Bibby were
in respect of their long service to the company. No director waived emoluments or dividends in respect of the years ended 31st January, 2009
or 26th January, 2008.

*The emoluments for A.B.C. Short are from his date of appointment on 28th May, 2008. The emoluments in respect of A.A. Bibby and I.F. Greenock
are for the period from 27th January, 2008 to their respective retiral dates. All of the emoluments paid to the remaining directors were for the full
financial year.

In addition to the bonuses awarded for 2008, the Remuneration Committee awarded bonuses of £30,000 to R.A. White and £15,000 to J.D. Kemp
for the successful completion in the year to January 2008 of the extensive restructuring process within the company.

No amount was paid by way of expense allowance which was chargeable to U.K. income tax or paid to or receivable by any director in respect
of qualifying services.

AESOP free shares

The following awards of free shares were made under the AESOP to the executive directors:

Share price At 26th At 31st

on date January, Shares Shares Shares January, Valued
Date of award 2008 awarded vested lapsed 2009 vested
Director of award pence Number Number Number Number Number £000 Vesting date

R.A. White 11th June, 2008 1,115.0 – 234 (234) – – 3 11th June, 2008
J.D. Kemp 11th June, 2008 1,115.0 – 234 (234) – – 3 11th June, 2008
A.L. Memmott 11th June, 2008 1,115.0 – 217 (217) – – 3 11th June, 2008
 __47

Directors’ Remuneration Report

Directors’ interests in the Long-Term Incentive Plan
Shares awarded to the executive directors and former directors under the LTIP are as follows:

At 26th At 31st
Share price January, Shares Shares Shares January, Valued
on date 2008 awarded vested lapsed 2009 vested
Director Year Date of award of award Number Number Number Number Number £000 Vesting date

R.A. White 2008 1st February, 2005 925.0 20,465 – (9,210) (11,255) – 113 30th April, 2008
2009 1st April, 2006 1,018.3 19,581 – – – 19,581 – 30th April, 2009
2010 20th April, 2007 1,333.0 16,547 – – – 16,547 – 30th April, 2010
2011 18th March, 2008 1,150.0 – 19,776 – – 19,776 – 30th April, 2011

J.D. Kemp 2008 1st February, 2005 925.0 10,942 – (4,924) (6,018) – 60 30th April, 2008
2009 1st April, 2006 1,018.3 10,469 – – – 10,469 – 30th April, 2009
2010 20th April, 2007 1,333.0 8,847 – – – 8,847 – 30th April, 2010
2011 18th March, 2008 1,150.0 – 11,124 – – 11,124 – 30th April, 2011

A.B.C. Short 2010 22nd October, 2008 1,119.0 – 10,000 – – 10,000 – 30th April, 2010
2011 28th October, 2008 1,123.0 – 12,360 – – 12,360 – 30th April, 2011

A.L. Memmott 2010 22nd October, 2008 1,119.0 – 7,500 – – 7,500 – 30th April, 2010
2011 28th October, 2008 1,123.0 – 8,034 – – 8,034 – 30th April, 2011

A.A. Bibby 2008 1st February, 2005 925.0 10,942 – (4,924) (6,018) – 60 30th April, 2008
2009 1st April, 2006 1,018.3 10,469 – – (10,469) – – 30th April, 2009
2010 20th April, 2007 1,333.0 8,847 – – (8,847) – – 30th April, 2010

I.F. Greenock 2008 1st February, 2005 925.0 10,942 – (4,924) (6,018) – 60 30th April, 2008
2009 1st April, 2006 1,018.3 10,469 – – (10,469) – – 30th April, 2009
2010 20th April, 2007 1,333.0 8,847 – – (8,847) – – 30th April, 2010

The LTIP awards vest shortly after the relevant year end date. The award is finalised after the year end accounts are prepared and the relevant
performance conditions can be measured. The vesting date disclosed has been estimated to be 30th April of the relevant year.

The share options for A.A. Bibby lapsed on 29th February, 2008 on his retirement. I.F. Greenock’s share options lapsed on 6th June, 2008
on his retirement.

There have been no variations in the terms and conditions of the scheme interests in the year.
48__  Annual Report and Accounts January 2009 Accounts

Directors’ Remuneration Report

Performance Related Share Scheme
The PRSS matured in the year to 31st January, 2009. No further share awards are outstanding under this scheme. The movements in the awards
to the directors and former directors under the PRSS are as follows:

Share price At 26th At 31st

on date January, Shares Shares Shares January, Valued
of award 2008 vested awarded lapsed 2009 vested
Director Year Date of award Pence Number Number Number Number Number £000 Vesting date

W.R.G. Barr 2008 16th March, 2003 488.3 6,362 (6,362) – – – 78 7th April, 2008
2008 16th March, 2003 488.3 6,362 (6,362) – – – 78 7th April, 2008

R.A. White 2008 16th March, 2003 488.3 6,997 (6,997) – – – 86 7th April, 2008
2008 16th March, 2003 488.3 6,997 (6,997) – – – 86 7th April, 2008

A.A. Bibby 2008 16th March, 2003 488.3 4,171 (4,171) – – – 51 7th April, 2008
2008 16th March, 2003 488.3 4,171 (4,171) – – – 51 7th April, 2008

I.F. Greenock 2008 16th March, 2003 488.3 4,171 (4,171) – – – 51 7th April, 2008
2008 16th March, 2003 488.3 4,171 (4,171) – – – 51 7th April, 2008

The awards represent the PRSS deferred shares and the PRSS potential matching shares.

Directors’ share options

The options of the executive directors at 31st January, 2009 over the ordinary share capital of the company were as follows:

Options Options Options Options Options Market

as at 26th granted exercised lapsed as at 31st value
January, during during during January, Exercise at date of Date
2008 the year the year the year 2009 price exercise from which
Director Number Number Number Number Number pence pence exercisable Expiry date

R.A. White 1,703 – – – 1,703 776 – 1st August, 2010 1st February, 2011
275 – – – 275 975 – 1st August, 2012 1st February, 2013

J.D. Kemp 1,703 – – – 1,703 776 – 1st August, 2010 1st February, 2011

A.L. Memmott 1,703 – – – 1,703 776 – 1st August, 2010 1st February, 2011
275 – – – 275 975 – 1st August, 2012 1st February, 2013

A.A. Bibby 1,703 – (982) (721) – 776 1,160.0 1st August, 2010 1st February, 2011

I.F. Greenock 1,022 – (655) (367) – 776 1,160.0 1st August, 2010 1st February, 2011
716 – (140) (576) – 975 1,160.0 1st August, 2012 1st February, 2013

All of these options are under the Savings Related Share Option Scheme. Under the rules of the Savings Related Share Option Scheme employees
who retire during the saving period have the option to exercise their options early, up to their saving level at the date of their retirement. The remaining
options will lapse. Both A.A. Bibby and I.F. Greenock exercised their options at their retiral dates.

The closing share price for the company was 1,140p. The highest and lowest prices during the year were 1,353p and 977.5p.

There have been no variations in the terms and conditions of the share options in the year.
 __49

Directors’ Remuneration Report

Directors’ pensions
The table below sets out the details of the pension benefits to which each of the executive directors is entitled:

Total accrued Transfer value Total change

Increase in pension of net increase in value
accrued pension entitlement in year, net Value of accrued Value of accrued during year, net
during the year at 31st of member pension at 26th pension at 31st of member
net of inflation January, 2009 contributions January, 2008 January, 2009 contributions
£000 £000 £000 £000 £000 £000

W.R.G. Barr 18,530 231,970 341,250 3,913,580 4,272,890 359,310

R.A. White 10,960 44,440 91,400 343,900 485,360 113,190
A.L. Memmott 14,380 28,890 188,040 169,830 378,700 208,380
A.A. Bibby 280 99,140 5,660 2,135,290 2,264,580 128,530
I.F. Greenock 4,060 105,450 105,980 2,597,790 2,754,710 153,000

A.A. Bibby and I.F. Greenock retired from the company during the year. A.A. Bibby retired on 29th February, 2008 and elected to receive the
maximum tax free cash sum available of £400,000. A.A. Bibby used his AVC fund of £265,836 to provide part of his tax free cash sum. I.F. Greenock
retired on 6th June, 2008 and elected to receive the maximum tax free cash sum available of £412,500. I.F. Greenock used his AVC fund of £46,334
to provide part of his tax free cash sum.

A.L. Memmott ceased his accrual under the defined benefit plan on 1st March, 2008. His accrued benefit retains a link to his final pensionable salary.

The accrued pension entitlement is the amount that the director would receive if he retired at the year end.

The transfer value has been calculated on the basis of actuarial advice in accordance with Actuarial Guidance Note GN11. The figures showing
the transfer value of net increase in year include an allowance for the costs of providing death in service benefits. The change in the amount of the
transfer value during the year is made up of the following elements:
(a) transfer value of the increase in accrued pension;
(b) change in the transfer value of accrued pension at the start of the year due to ageing; and
(c) the impact of any change in the economic or mortality assumptions underlying the transfer value basis.

The transfer value of the accrued entitlement represents the value of assets that the pension scheme would need to transfer to another pension
provider on transferring the scheme’s liabilities in respect of the directors’ pension benefits. They do not represent sums payable to individual directors
and, accordingly, have been excluded from the remuneration table.
50__  Annual Report and Accounts January 2009 Accounts

Directors’ Remuneration Report

The company paid contributions to the defined contribution section of the plan during the year in respect of the following members:

Contributions paid
2009 2008
£ £

J.D. Kemp 24,550 21,060

A.L. Memmott 22,640 –
A.B.C. Short 25,333 –

Gains made by directors

The aggregate value of gains realised on the exercise of share options in the year to 31st January, 2009 was £840,768 (26th January, 2008: £910,977).

Interests in shares
The interests of directors in the ordinary share capital at 31st January, 2009 are as follows:

2009 2008
Beneficial Non-beneficial Beneficial Non-beneficial

Executive
W.R.G. Barr 1,252,304 1,688,118 1,245,087 1,685,968
R.A. White 43,048 – 26,957 –
J.D. Kemp 18,203 – 14,896 –
A.B.C. Short 3,000 309,741 – –
A.L. Memmott 4,123 – – –
A.A. Bibby – – 91,991 –
I.F. Greenock – – 41,411 348,059

Non-executive
J.S. Espey 11,000 – 11,000 –
R.G. Hanna 25,000 – 25,000 –

There have been the following changes notified in the directors’ shareholdings between 31st January, 2009 and 31st March, 2009: for A.B.C. Short
an increase in beneficial holding of 26 shares and a decrease in non-beneficial holding of 3,735 shares, for R.A. White an increase in beneficial holding
of 26 shares, for A.L. Memmott an increase in beneficial holding of 27 shares and for J.D. Kemp an increase in beneficial holding of 27 shares.

On behalf of the board

J.A. Barr
31st March, 2009
Company Secretary
 __51

Consolidated Income Statement

2009 2008
Note £000 £000

Revenue 169,698 148,377

Cost of sales 84,962 76,068

Gross profit 84,736 72,309

Net operating expenses 4 61,552 52,388

Operating profit 23,184 19,921

Operating profit before exceptional items 23,054 20,389

Exceptional (credit)/charge 5 (130) 468
Operating profit 23,184 19,921

Finance income 6 1,062 924

Finance costs 6 (1,037) (12)

Profit before tax 23,209 20,833

Tax on profit 7 6,134 3,995

Profit attributable to equity holders 17,075 16,838

Earnings per share

Basic earnings per share 8 89.12p 86.75p
Diluted earnings per share 8 88.16p 85.65p

Dividends

Dividend per share paid 9 39.60p 35.75p

Dividend paid (£000) 9 7,604 6,751

Dividend per share proposed 9 30.40p 28.00p

Dividend proposed (£000) 9 5,916 5,449

Statements of Recognised Income and Expense

Group Company
Note 2009 2008 2009 2008

Actuarial (loss)/gain recognised on defined benefit pension plans 26 (62) 5,167 (62) 5,167
Fair value gains on cash flow hedges net of tax 102 – 102 –
Effective portion of changes in fair value of cash flow hedges (1,476) – (1,476) –
Deferred tax movements on items taken directly to equity 23 (63) (2,649) (63) (2,649)
Current tax movements on items taken directly to equity 193 909 193 909

Income and expense recognised directly in equity (1,306) 3,427 (1,306) 3,427

Profit for the year 17,075 16,838 16,077 16,668

Total recognised income and expense for the period 15,769 20,265 14,771 20,095

Attributable to equity holders 15,769 20,265 14,771 20,095

52__  Annual Report and Accounts January 2009 Accounts

Balance Sheets
Group Company
2009 2008 2009 2008
Note £000 £000 £000 £000

Non-current assets
Intangible assets 10 76,807 10,656 10,020 10,656
Property, plant and equipment 11 58,861 53,373 56,861 52,751
Financial instruments 12 33 – 33 –
Investment in subsidiaries 14 – – 61,081 205
135,701 64,029 127,995 63,612

Current assets
Inventories 15 14,528 12,339 10,107 12,285
Trade and other receivables 16 27,139 25,965 25,565 25,634
Cash and cash equivalents 6,680 17,899 5,517 17,593
Current tax asset – 557 – 648
Assets classified as held for sale 17 2,864 2,910 2,864 2,864
51,211 59,670 44,053 59,024

Total assets 186,912 123,699 172,048 122,636

Current liabilities
Borrowings 18 5,000 – 5,000 –
Trade and other payables 20 30,978 28,163 32,432 29,085
Provisions 21 80 284 80 284
Current tax 2,857 – 2,077 –
38,915 28,447 39,589 29,369

Non-current liabilities
Borrowings 18 32,665 – 32,665 –
Deferred income 22 144 72 72 72
Financial instruments 12 1,477 – 1,477 –
Deferred tax liabilities 23 16,057 2,393 3,569 2,388
Retirement benefit obligations 26 4,989 8,009 4,989 8,009
55,332 10,474 42,772 10,469

Capital and reserves attributable to equity holders

Called up share capital 27 4,865 4,865 4,865 4,865
Share premium account 29 905 905 905 905
Own shares held 29 (3,258) (3,717) (3,258) (3,717)
Share options reserve 29 716 964 716 964
Cash flow hedge reserve 29 (1,374) – (1,374) –
Retained earnings 29 90,811 81,761 87,833 79,781
92,665 84,778 89,687 82,798

Total equity and liabilities 186,912 123,699 172,048 122,636

The Financial Statements on pages 51 to 85 were approved by the board of directors and authorised for issue on 31st March, 2009 and were signed
on its behalf by:

W.R.G. Barr A.B.C. Short

Chairman Finance Director
 __53

Cash Flow Statements

Group Company
2009 2008 2009 2008
Note £000 £000 £000 £000

Operating activities
Profit before tax 23,209 20,833 21,826 20,628
Adjustments for:
Interest receivable 6 (1,062) (924) (1,038) (913)
Interest payable 6 1,037 12 1,065 12
Depreciation of property, plant and equipment 11 7,018 6,668 6,697 6,393
Impairment of assets classified as held for sale – 96 – –
Impairment of financial instruments 82 – 82 –
Amortisation of intangible assets 10 340 233 255 233
Impairment of intangible assets 10 284 – 284 –
Share options costs 341 385 341 385
Gain on sale of property, plant and equipment (13) (33) (13) (33)
Government grants written back (28) (1) – (1)
Operating cash flows before movements in working capital 31,208 27,269 29,499 26,704

Decrease/(increase) in inventories 1,038 (930) 2,175 (986)

Decrease/(increase) in receivables 1,976 (559) 83 (651)
(Decrease)/increase in payables (468) (1,922) 2,880 (1,571)
Net (decrease) in retirement benefit obligation (2,996) (2,855) (2,996) (2,855)
Cash generated by operations 30,758 21,003 31,641 20,641

Tax on profit paid (2,142) (3,259) (1,711) (3,216)

Net cash from operating activities 28,616 17,744 29,930 17,425

Investing activities
Acquisition of subsidiaries, net of cash acquired 19 (58,694) – (60,876) –
Acquisition of intangible assets 10 (140) (892) (140) (892)
Purchase of property, plant and equipment (10,639) (12,448) (10,553) (12,234)
Proceeds on sale of property, plant and equipment 161 1,043 138 993
Interest received 1,041 924 1,017 913

Net cash used in investing activities (68,271) (11,373) (70,414) (11,220)

Financing activities
New loans received 54,500 – 54,500 –
Loans repaid (16,500) – (16,500) –
Bank arrangement fees paid (366) – (366) –
Purchase of financial instrument (114) – (114) –
Purchase of own shares (1,482) (2,227) (1,482) (2,227)
Sale of own shares 862 1,421 862 1,421
Dividends paid (7,604) (6,751) (7,604) (6,751)
Interest paid (860) (12) (888) (12)

Net cash used in financing activities 28,436 (7,569) 28,408 (7,569)

Net (decrease) in cash and cash equivalents (11,219) (1,198) (12,076) (1,364)

Cash and cash equivalents at beginning of period 17,899 19,097 17,593 18,957

Cash and cash equivalents at end of period 6,680 17,899 5,517 17,593
54__  Annual Report and Accounts January 2009 Accounts

Accounting Policies
General information Interpretations effective in 2008 but not relevant to the group
A.G.BARR p.l.c. (‘the company’) and its subsidiaries (together ‘the The following interpretation to published standards is mandatory for
group’) manufacture, distribute and sell soft drinks. accounting periods beginning on or after 1st January, 2008 but is not
relevant to the group’s operations:
The group has manufacturing sites in the U.K. and sells mainly
to customers in the U.K. but does have some international sales. IFRIC 12 Service concession arrangements; and
IFRIC 13 Customer loyalty programmes
The company is a public limited company incorporated and domiciled
in the U.K. The address of its registered office is Westfield House, Standards, amendments and interpretations to existing
4 Mollins Road, Cumbernauld G68 9HD. standards that are not yet effective and have not been early
adopted by the group
The company has its primary listing on the London Stock Exchange. The following standards and amendments to existing standards have
been published and are mandatory for the group’s accounting periods
Summary of significant accounting policies beginning after 1st January, 2009 unless otherwise stated, but the group
The principal accounting policies applied in the preparation of these has not early adopted them. They will be applied from 1st February,
consolidated financial statements are set out below. These policies 2009 and are not expected to have a material effect on the group’s
have been consistently applied to all the years presented, unless financial statements:
otherwise stated.
IFRS 1 (Amendment) First time adoption of IFRS and IAS 27
Basis of preparation Consolidated and separate Financial Statements
The consolidated financial statements of A.G.BARR p.l.c. have been IFRS 2 (Amendment) Share-based payment
prepared in accordance with International Financial Reporting Standards IFRS 3 (Revised) Business combinations (effective from 1st July, 2009)
(IFRS). They have been prepared under the historical cost convention, IFRS 5 (Amendment) Non-current assets held-for-sale and
as modified by the revaluation of land and buildings, financial assets and discontinued operations (and consequential amendment
financial liabilities (including derivative instruments) at fair value through to IFRS 1 First-time adoption) (effective from 1st July, 2009)
profit or loss. IAS 1 (Revised) Presentation of Financial Statements
IAS 1 (Amendment) Presentation of Financial Statements
The preparation of Financial Statements in conformity with IFRS IAS 19 (Amendment) Employee benefits
requires the use of certain critical accounting estimates. It also requires IAS 23 (Amendment) Borrowing costs
management to exercise its judgement in the process of applying the IAS 27 (Revised) Consolidated and separate Financial Statements
group’s accounting policies. The areas involving a higher degree of (effective from 1st July, 2009)
judgement or complexity, or areas where assumptions and estimates IAS 28 (Amendment) Investments in associates (and consequential
are significant to the consolidated financial statements, are disclosed amendments to IAS 32 Financial instruments: Presentation
in the notes for intangible assets (note 10), business combinations and IFRS 7 Financial instruments: Disclosures)
(note 19) and retirement benefit obligations (note 26). IAS 32 (Amendment) Financial instruments: Presentation and IAS 1
(Amendment) Presentation of Financial Statements – Puttable
The directors have taken advantage of the exemption available under financial instruments and obligations arising on liquidation
s.230 of the Companies Act 1985 and have not presented an income IAS 36 (Amendment) Impairment of assets
statement for the company. IAS 37 Provisions, contingent liabilities and contingent assets
IAS 38 (Amendment) Intangible assets
Interpretations effective in 2008 IAS 39 (Amendment) Financial instruments: Recognition
and measurement
IFRIC 14, IAS 19 – The limit on a defined benefit asset, minimum funding IFRIC 16 Hedges of a net investment in a foreign operation
requirements and their interaction, provides guidance on assessing
the limit in IAS 19 on the amount of the surplus that can be recognised One standard is expected to change the disclosure in the financial
as an asset. It also explains how the pension asset or liability may be statements but have no impact on reported profits:
affected by a statutory or contractual minimum funding requirement.
This interpretation does not have any impact on the group’s financial IFRS 8 Operating segments replaces IAS 14 Segment reporting
statements, as the group has a pension deficit and is not subject and aligns segment reporting with the requirements of the
to any minimum funding requirements. US standard SFAS 131 Disclosures about segments of an
enterprise and related information. The new standard requires
IFRIC 11, IFRS 2 – Group and treasury share transactions, provides a ‘management approach’, under which segment information is
guidance on whether share-based transactions involving treasury shares presented on the same basis as that used for internal reporting
or involving group entities (for example, options over a parent’s shares) purposes. Management will conclude shortly after the year end
should be accounted for as equity-settled or cash-settled share-based the reporting that will satisfy the requirements of this standard.
payment transactions in the stand-alone accounts of the parent and This will have no impact on the reported profits but provides
group companies. This interpretation does not have an impact on the additional disclosure in the notes to the accounts.
group’s financial statements as no employees in subsidiaries hold share
options in the parent.
 __55

Accounting Policies
Consolidation Property, plant and equipment
Subsidiaries Land and buildings comprise mainly factories, distribution sites and
Subsidiaries are entities over which the group has the power to offices. All property, plant and equipment is stated at historical cost
govern the financial and operating policies generally accompanying less depreciation. Historical cost includes expenditure that is directly
a shareholding of more than one half of the voting rights. Subsidiaries attributable to the acquisition of the assets.
are fully consolidated from the date on which control is transferred to
the group. They are de-consolidated from the date that control ceases. Subsequent costs are included in the asset’s carrying amount or
recognised as a separate asset, as appropriate, only when it is probable
The purchase method of accounting is used to account for the that future economic benefits associated with the item will flow to the
acquisition of subsidiaries by the group. The cost of an acquisition is group and the cost of the item can be measured reliably. The carrying
measured as the fair value of the assets given, equity instruments issued amount of the replaced part is derecognised. All other repairs and
and liabilities incurred or assumed at the date of exchange, plus costs maintenance are charged to the income statement during the financial
directly attributable to the acquisition. Identifiable assets acquired and period in which they are incurred.
liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date, irrespective Depreciation is calculated using the straight-line method to allocate their
of the extent of any minority interest. Currently there are no minority cost to their residual values using the following rates:
interests in any of the entities within the group. The excess of the cost • Buildings 1%
of acquisition over the fair value of the group’s share of the identifiable • Leasehold buildings Term of lease
net assets acquired is recorded as goodwill. • Plant, equipment and vehicles 10% to 33%

Inter-company transactions, balances and unrealised gains on transactions The assets’ residual values and useful lives are reviewed, and adjusted
between group companies are eliminated. Unrealised losses are also if appropriate, at each balance sheet date.
eliminated. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the group. An asset’s carrying amount is written down immediately to its recoverable
amount if the asset’s carrying amount is greater than its estimated
Revenue recognition recoverable amount.
Revenue is the net invoiced sales value exclusive of value added tax
of goods and services supplied to external customers during the year. Gains and losses on disposals are determined by comparing the
Sales are recorded based on the price specified in the sales invoices, proceeds with the carrying amount and are recognised within
net of any agreed discounts. administration expenses in the income statement.

Segment reporting Leases

A business segment is a group of assets and operations engaged Leases in which a significant portion of the risks and rewards of
in providing products or services that are subject to risk and returns ownership are retained by the lessor are classified as operating leases.
that are different from those of other business segments. The group has two properties accounted for under an operating lease.
Payments made under operating leases (net of any incentives received
Foreign currency translation from the lessor) are charged to the income statement on a straight-line
(a) Functional and presentation currency basis over the period of the lease.
Items included in the Financial Statements of each of the
group’s entities are measured using the currency of the primary Intangible assets
economic environment in which the entity operates (‘the functional Goodwill
currency’). The consolidated Financial Statements are presented Goodwill represents the excess of the cost of an acquisition over
in £ Sterling which is the company’s functional and the group’s the fair value of the group’s share of the net identifiable assets of the
presentation currency. acquired subsidiary at the date of acquisition. Goodwill on acquisitions
of subsidiaries is included in Intangible assets. Goodwill is tested annually
(b) Transactions and balances for impairment and carried at cost less accumulated impairment charges.
Foreign currency transactions are translated into the functional Impairment charges on goodwill are not reversed.
currency using the exchange rates prevailing at the dates of the
transactions or valuation where items are remeasured. Foreign Goodwill is allocated to cash-generating units for the purpose of
exchange gains and losses resulting from the settlement of such impairment testing. The allocation is made to those cash-generating
transactions and from the translation at year-end exchange rates units or groups of cash-generating units that are expected to benefit
of monetary assets and liabilities denominated in foreign currencies from the business combination in which the goodwill arose.
are recognised in the income statement in the same line in which
the transaction is recorded. An intangible asset acquired as part of a business combination is
recognised outside of goodwill if the asset is separable or arises from
contractual or other legal rights and its fair value can be measured reliably.
56__  Annual Report and Accounts January 2009 Accounts

Accounting Policies
Brands Financial instruments
Separately acquired brands are recognised at cost at the date of Classification
purchase. Brands acquired in a business combination are recognised at The group classifies its financial instruments in the following categories:
fair value at the acquisition date. Brands acquired separately or through • at fair value through profit or loss
a business combination are assessed at the date of acquisition as • loans and receivables
to whether they have indefinite life. The assessment includes whether
the brand name will continue to trade and the expected lifetime of the The classification depends on the purpose for which the financial
brand. All brands acquired to date have an indefinite life. The brands are instruments were acquired. Management determines the classification
reviewed annually for impairment, being carried at cost less accumulated of its financial instruments at initial recognition.
impairment charges.
Financial assets at fair value through profit or loss
The fair value of a brand at the date of acquisition is based on the Relief Financial assets at fair value through profit or loss are derivatives
from Royalties method which is a valuation model based on discounted designated as such on initial recognition. Assets in this category
cash flows. are classified as non-current assets.

Customer relationships Loans and receivables

Customer relationships acquired in a business combination are Loans and receivables are non-derivative financial assets with fixed
recognised at fair value at the acquisition date. The customer or determinable payments that are not quoted in an active market.
relationships have a finite useful life and are carried at cost less They are included in current assets as they all have a maturity less
accumulated amortisation. Amortisation is calculated using the than 12 months after the balance sheet date. The group’s loans and
straight-line method over the expected life of the customer relationship. receivables comprise trade and other receivables and cash and cash
The closing balance in the current year represents the carrying value equivalents in the Balance Sheet.
of the customer relationships acquired during the acquisitions of the
Strathmore Water business and Groupe Rubicon Limited. Recognition and measurement
Purchases and sales of financial assets are recognised on the trade-
The fair value of the customer relationships at the acquisition date date – the date on which the group commits to purchasing the asset.
is based on the Multiple Excess Earnings Method (MEEM) which is Financial assets carried at fair value through profit or loss are initially
a valuation model based on discounted cash flows. The useful life of recognised at fair value with related transaction costs expensed in the
customer relationships are based on the churn rate of the acquired income statement. Financial assets are derecognised when the rights
portfolio and are up to 10 years corresponding to a yearly amortisation to receive cash flows from the investments have expired or have been
of between 10% and 33%. transferred and the group has transferred substantially all risks and
rewards of ownership.
Water rights
Water rights represent the cost of purchasing the water rights at Pitcox. Trade and other receivables are not interest bearing and are stated
This is the source of the Findlays Mineral Water. As the rights give at the expected recoverable amount.
indefinite access to the water source the rights have been given an
indefinite life and are tested annually for impairment and are carried The group assesses at each balance sheet date whether there is
at cost less accumulated impairment losses. objective evidence that a financial asset or a group of financial assets
is impaired. Gains or losses arising from changes in the fair value of the
Impairment of non-financial assets financial assets at fair value through profit or loss category are presented
Assets that have an indefinite useful life are not subject to amortisation in the income statement within administration expenses in the period
and are tested annually for impairment. Assets that are subject to in which they arise.
amortisation are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. Impairment testing of trade receivables is described in note 16.
An impairment charge is recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount. The recoverable Derivative financial instruments and hedging activities
amount is the higher of an asset’s fair value less costs to sell and Derivatives are initially recognised at fair value on the date a derivative
value in use. contract is entered into and are subsequently remeasured at their fair
value. The method of recognising the resulting gain or loss depends
For the purposes of assessing impairment, assets are grouped at on whether the derivative is designated as a hedging instrument, and
the lowest levels for which there are separately identifiable cash flows if so, the nature of the item being hedged. The group has entered in
(cash-generating units). Non-financial assets other than goodwill that to an interest rate hedge on the loan liability. This has been designated
suffered an impairment are reviewed for possible reversal of the as a cash flow hedge.
impairment at each reporting date.
The group documents at the inception of the transaction the relationship
Non-current assets classified as held for sale between hedging instruments and hedged items, as well as its risk
Non-current assets are classified as held for sale when their carrying management objectives and strategy for undertaking various hedging
amount is to be recovered principally through a sale transaction and transactions. The group also documents its assessment, both at hedge
a sale is considered highly probable. They are stated at the lower of inception and on an ongoing basis, of whether the derivatives that are
carrying amount and fair value less costs to sell if their carrying amount used in hedging transactions are highly effective in offsetting changes
is to be recovered principally through a sale transaction rather than in fair values or cash flows of hedged items.
through continuing use.
 __57

Accounting Policies
The fair values of the derivative instrument used for hedging purposes Cash and cash equivalents
are disclosed in note 12. Movements on the hedging reserve in Cash and cash equivalents includes cash in hand, deposits held at
shareholders’ equity are shown in note 29. The full fair value of a hedging call with banks, other short-term highly liquid investments with original
derivative is classified as non-current when the remaining hedged item maturities of three months or less.
is more than 12 months and as current when the remaining maturity
of the hedged item is less than 12 months. Own shares held
Share capital is purchased to satisfy the liability of various employee
Cash flow hedge
share schemes and is held in trust. The amount of the consideration
The effective portion of changes in the fair value of derivatives that
paid, including directly attributable costs, is recognised as a change
are designated and qualify as cash flow hedges are recognised in
in equity. Purchased shares are classified as own shares held and
equity. The gain or loss relating to the ineffective portion is recognised
presented as a deduction from total equity.
immediately in the income statement within administration expenses.
Trade and other payables
Amounts accumulated in equity are recycled in the income statement in
the periods when the hedged item affects profit or loss. The gain or loss Trade and other payables are not interest bearing and are stated
relating to the effective portion of interest rate swaps hedging variable at cost. Cost is taken to be fair value.
rate borrowings is recognised in the income statement within Finance
costs. The gain or loss relating to the ineffective portion is recognised in Borrowings
the income statement within administration expenses. When a hedging Borrowings are recognised initially at fair value, net of transaction
instrument expires or is sold, or when a hedge no longer meets the costs incurred.
criteria for hedge accounting, any cumulative gain or loss existing in
equity at that time remains in equity and is recognised when the forecast Borrowings are classified according to the repayment terms of the
transaction is ultimately recognised in the income statement. facility. All payments due within 12 months of the balance sheet date
are classified as current liabilities.
The fair value of the cash flow hedge is derived from the present value
of the cash flows from the anticipated interest payments and receipts Deferred income
arising from the hedge. The interest receive leg is populated using Government grants in respect of capital expenditure are treated as
forward rates and discounted to present value using the zero coupon deferred credits and a proportion of the grants based on the depreciation
curve. The fixed pay leg cash flows is populated using the fixed rate rate for the related property, plant and equipment is credited each year
on the swap and discounted to present value using the zero coupon to the income statement.
curve. The present value of the pay leg is netted with the present value
of the receive leg to arrive at the swap fair value. Current and deferred income tax
Inventories Tax on the profit or loss for the year comprises current and deferred tax.
Current tax is charged in the income statement except to where it relates
Inventories are stated at the lower of cost and net realisable value. Net to tax on items recognised directly in equity, in which case it is charged
realisable value is the estimated selling price in the ordinary course of the to equity.
business less the estimated costs of completion and selling expenses.
Current tax is the expected tax payable on the taxable income for the
The cost of inventories is based on the first-in first-out principle and year, using tax rates enacted or substantially enacted at the balance sheet
includes expenditure incurred in acquiring the inventories and bringing date and any adjustment to tax payable in respect of previous years.
them to their existing location and condition. This includes an appropriate
share of overheads based on normal operating activity. Deferred tax is provided in full using the liability method, providing for
temporary differences between the tax bases of assets and liabilities
Trade receivables and their carrying amounts in the consolidated financial statements.
Trade receivables are recognised initially at fair value. As trade receivables The following temporary differences are not provided for:
are not interest bearing subsequent measurement is at initial fair value • the initial recognition of goodwill;
less provision for impairment. • differences relating to investments in subsidiaries to the extent that
they will probably not reverse in the foreseeable future.
A provision for impairment of trade receivables is established when
there is objective evidence that the group will not be able to collect all Where the carrying value of the asset is to be recovered through both
amounts due according to the original terms of the receivables. The use and subsequent disposal, a single tax base is attributed to that asset
amount of the provision is the difference between the asset’s carrying resulting in a single temporary difference being recognised.
amount and the estimated cash flows. No present value calculations
are made as no interest is charged on trade receivables. The carrying Deferred tax is determined using tax rates and laws that have been
amount of the asset is reduced through the use of a bad debt provision enacted or substantially enacted by the Balance Sheet date and are
account and the amount of the loss is recognised in the income expected to apply when the related deferred tax asset is realised or the
statement within administration expenses. When a trade receivable deferred tax liability is settled. A deferred tax asset is recognised only
is uncollectable it is written off against the bad debt provision. to the extent that it is probable that future taxable profits will be available
against which the asset can be utilised. Deferred tax assets are reduced
to the extent that it is no longer probable that the related tax benefit will
be realised.
58__  Annual Report and Accounts January 2009 Accounts

Accounting Policies
Employee benefits Profit-sharing and bonus plans
Retirement benefit plans The group recognises a liability and an expense for bonuses and
The group operates four pension schemes as detailed in note 26. The profit-sharing, based on a formula that takes into consideration the profit
schemes are generally funded through payments to trustee-administered attributable to the company’s shareholders after certain adjustments.
funds, determined by periodic actuarial calculations. The group has both The group recognises a provision where contractually obliged or where
defined benefit and defined contribution plans. there is a past practice that has created a constructive obligation.

Defined contribution pension plans Provisions

A defined contribution plan is a pension plan under which the group pays A provision is recognised if, as the result of a past event, the group has
fixed contributions into a separate entity. Obligations for contributions a present or legal constructive obligation that can be estimated reliably
are recognised as an expense in the income statement as they fall due. and it is probable that an outflow of economic benefits will be required
The group has no further payment obligations once the contributions to settle the obligation.
have been paid.
A restructuring provision is recognised when the group has approved a
Defined benefit pension plans detailed and formal restructuring plan which has been either announced
A defined benefit plan is a pension plan that is not a defined contribution or has commenced. Future operating costs are not provided for.
plan. Typically defined benefit plans define an amount of pension benefit
that an employee will receive on retirement, usually dependent on one Dividend distribution
or more factors such as age, years of service and compensation. Dividend distribution to the company’s shareholders is recognised
as a liability in the group’s financial statements in the period in which
The liability recognised in the balance sheet in respect of defined benefit the dividends are approved by the company’s shareholders.
pension plans is the present value of the defined benefit obligation at
the balance sheet date less the fair value of plan assets, together with Financial risk management
adjustments for unrecognised past-service costs. The defined benefit Financial risk factors
obligation is calculated annually by independent actuaries using the The group’s activities expose it to a variety of financial risks: market risk
projected unit credit method. The present value of the defined benefit (including foreign exchange risk, cash flow interest rate risk and price
obligation is determined by discounting the estimated future cash risk), credit risk and liquidity risk. The group’s overall risk management
outflows using interest rates of high quality corporate bonds that are programme focuses on the unpredictability of financial markets and
denominated in the currency in which the benefits will be paid, and seeks to minimise potential adverse effects on the group’s financial
that have terms to maturity approximating to the terms of the related performance. The group uses derivative financial instruments to hedge
pension liability. certain risk exposures.

Actuarial gains and losses that arise in calculating the group’s obligation Risk management is carried out by the finance department under
in respect of a plan are recognised in full in the year in which they policies approved by the board of directors. The group finance
occur through the Consolidated Statement of Recognised Income department identifies, evaluates and manages financial risks in close
and Expense (SoRIE). co-operation with the group’s operating units. The board provides
guidance on overall risk management including foreign exchange risk,
Share-based compensation interest rate risk, credit risk, use of derivative financial instruments and
The group issues equity-settled share-based payments to certain investment of excess liquidity.
employees. These are measured at fair value (excluding the effect of
non market-based vesting conditions) at the grant date. The fair value Market risk
determined at the grant date of the equity settled share-based payment Foreign exchange risk
is expensed on a straight-line basis over the vesting period, based on The group operates internationally.
the group’s estimate of the shares that will eventually vest and adjusted
for the effect of non market-based vesting conditions. The group primarily buys and sells in U.K. Sterling. Following the
acquisition of Groupe Rubicon Limited during the year the group
Fair value is measured using the Black-Scholes pricing model. has some exposure to the US dollar and the Euro.
The group also provides employees with the ability to purchase the
company’s ordinary shares at a discount to the current market value At 31st January, 2009, if Sterling had weakened/strengthened
through the employees’ payroll. The group records an expense as the by 10% against the US dollar or Euro, with all other variables held
shares are purchased by the employee. The fair value of the share-based constant, there would have been a negligible effect on post tax profit.
payments is charged to the income statement and credited to the
share options reserve. At each balance sheet date, the entity revises
its estimates of the number of options that are expected to vest based
on the non-market vesting conditions. It recognises the impact of the
revision to original estimates, if any, in the income statement, with
a corresponding adjustment to the Share options reserve.

On exercise the fair value is credited to retained reserves from the Share
options reserve and any proceeds from the exercise are credited to Own
shares held.
 __59

Accounting Policies
Price risk Capital risk management
The group is not exposed to equity securities price risk because The group’s objectives when managing capital are to safeguard the
no investments are held by the group. The group is not exposed group’s ability to continue as a going concern in order to provide returns
to commodity price risk. for shareholders and benefits for other stakeholders and to maintain
an optimal capital structure to reduce the cost of capital.
Cash flow and fair value interest rate risk
As the group has no significant interest-bearing assets, the group’s In order to maintain or adjust the capital structure, the group may
income and operating cash flows are substantially independent adjust the amount of dividends paid to shareholders, return capital
of changes in market interest rates. to shareholders, issue new shares or sell assets to reduce debt.

The group’s interest rate risk arises from long-term borrowings. The group monitors capital on the basis of the return on capital employed
Borrowings issued at variable rates expose the group to cash flow ratio (ROCE).
interest rate risk.
Fair value estimation
The group manages its cash flow interest rate risk by covering a The carrying values of trade payables and trade receivables less
significant proportion of its exposure using floating-to-fixed interest rate impairment provisions are assumed to approximate their fair values.
swaps. Such interest rate swaps have the economic effect of converting
borrowings from floating rates to fixed rates. The fair value of financial instruments traded in active markets (such
as trading and available-for-sale securities) is based on quoted market
Credit risk prices at the balance sheet date. The quoted market price used for
Credit risk is managed on a group basis. Credit risk arises from cash financial assets held by the group is the current bid price.
and cash equivalents and deposits with banks and financial institutions,
as well as credit exposures to major and direct to store customers, The fair value of financial instruments that are not traded in an active
including outstanding receivables and committed transactions. market (for example, over-the-counter derivatives) is determined by using
For banks and financial institutions, only independently rated parties valuation techniques. The group uses a variety of methods and makes
with a minimum rating of ‘A’ are accepted. If major customers are assumptions that are based on market conditions existing at each
independently rated, these ratings are used. Otherwise, if there is balance sheet date. Quoted market prices or dealer quotes for similar
no independent rating, risk control assesses the credit quality of the instruments are used for long-term debt. Other techniques, such as
customer, taking into account its financial position, past experience and estimated discounted cash flows, are used to determine fair value for
other factors. Individual risk limits are set based on internal or external the remaining financial instruments. The fair value of interest rate swaps
ratings in accordance with limits set by the board. The utilisation of is calculated as the present value of the estimated future cash flows.
credit limits is regularly monitored. Sales to direct to store customers
are settled in cash or through invoicing.

Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash
and marketable securities, the availability of funding through an adequate
amount of committed credit facilities and the ability to close out market
positions. Due to the dynamic nature of the underlying businesses,
the group maintains flexibility in funding by maintaining sufficient cash
reserves and the availability of borrowing facilities.

Management monitors rolling forecasts of the group’s liquidity reserve

(comprises undrawn borrowing facility and cash and cash equivalents)
on the basis of expected cash flows. This is carried out at a group level.
In addition, the group’s liquidity management policy involves projecting
cash flows for capital expenditure and considering the level of liquid
assets necessary to meet these.
60__  Annual Report and Accounts January 2009 Accounts

Notes to the accounts

1 Segment reporting
Business segments
The group comprises the following main business segments:
• A.G.BARR p.l.c. and its subsidiaries, which manufactures, distributes and sells branded soft drinks.
• Groupe Rubicon Limited, which manufactures, distributes and sells exotic juice drinks.

Groupe Rubicon Limited was acquired during the year to 31st January, 2009 (see note 19) and is reported as a separate segment as its products
are subject to risks and returns that are different from the rest of the group.

The segment results for the year ended 31st January, 2009 are as follows:
Groupe
Rubicon
A.G.BARR p.l.c. Limited Total
£000 £000 £000

Total segment revenue 160,906 11,081 171,987

Inter-segment revenue – (2,289) (2,289)
Revenue from external customers 160,906 8,792 169,698
Operating profit 21,742 1,442 23,184
Finance income – net 25
Profit before tax 23,209
Tax on profit 6,134
Profit for the year 17,075

In the year to 26th January, 2008 there was only one business segment, being A.G.BARR p.l.c. and its subsidiaries.

Other segment results included in the income statement for the year to 31st January, 2009 are as follows:
Groupe
Rubicon
A.G.BARR p.l.c. Limited Group
£000 £000 £000

Depreciation 6,697 321 7,018

Amortisation of customer relationships 255 85 340
Impairment of water rights 284 – 284
Restructuring costs (130) – (130)

Inter-segment sales are entered into under the normal commercial terms and conditions that apply to unrelated third parties.

The segment assets and liabilities at 31st January, 2009 are as follows:
Groupe
Rubicon
A.G.BARR p.l.c. Limited Unallocated Group
£000 £000 £000 £000

Assets 110,623 76,256 33 186,912

Liabilities (73,438) (418) (20,391) (94,247)
Capital expenditure 11,275 74 – 11,349

Segment assets consist primarily of property, plant and equipment, intangible assets, inventories, trade and other receivables, cash and cash equivalents
and assets classified as held for sale. Assets classified as held for sale have been allocated to the A.G.BARR p.l.c. segment. Further details on assets
classified as held for sale are included in note 17. Unallocated assets comprise of deferred tax and financial assets at fair value through profit and loss.

Segment liabilities comprise operating liabilities. Unallocated liabilities comprise items such as taxation and borrowings including related hedged derivatives.
 __61

Notes to the accounts

1 Segment reporting (continued)
Segment assets and liabilities are reconciled to assets and liabilities as follows:
Assets Liabilities
Reconciliation of unallocated assets £000 £000

Segment assets/(liabilities) 186,879 (73,856)

Unallocated:
Deferred tax – (16,057)
Current tax – (2,857)
Derivative financial instruments – (1,477)
Financial assets at fair value through profit and loss 33 –
Total 186,912 (94,247)

Capital expenditure comprises additions to property, plant and equipment (note 11) and intangible assets (note 10). The capital expenditure includes
additions resulting from acquisitions through business combinations (note 19).

Geographic segments
The group operates predominately in the U.K. with some worldwide sales. All of the operations of the group are based in the U.K.

2009 2008
£000 £000

U.K. 168,161 147,664

Rest of the world 1,537 713
169,698 148,377

All of the assets of the group are located in the U.K. All of the capital expenditure for the two years presented was made in the U.K.

All of the group’s revenue is generated from the sale of goods.

2 Profit before tax

The following items have been included in arriving at profit before tax:
2009 2008
£000 £000

Depreciation of property, plant and equipment 7,018 6,668

Profit on disposal of property, plant and equipment (13) (33)
Impairment of assets classified as held for sale – 96
Impairment of financial instruments 82 –
Impairment of intangible assets 284 –
Foreign exchange gain recognised 146 –
Research and development costs 262 250
Impairment of inventories 701 –
Amortisation of intangible assets 340 223
Cost of inventories recognised in cost of sales 84,962 76,068
Government grants released (28) (1)
Other operating lease rentals payable – property 197 197
Trade receivables impairment 333 –
Share-based payment costs 341 385

Included within administration expenses is the auditor’s remuneration, including expenses for audit and non-audit services.
62__  Annual Report and Accounts January 2009 Accounts

Notes to the accounts

2 Profit before tax (continued)
Services provided by the group’s auditor were as follows:
2009 2008
£000 £000

Statutory audit services

Fees payable to company’s auditor of parent company and consolidated accounts 79 52

Non-audit services
Fees payable to the company’s auditors for other services:
Audit of the company’s subsidiaries pursuant to legislation 33 5
Other services pursuant to legislation 24 31
Tax services – Baker Tilly Tax & Accounting Limited 77 46
134 82

Fees in respect of the group’s pension plans

Audit 10 9

3 Employees and directors

2009 2008

Average monthly number of people employed by the group (including executive directors) during the year was:
Production and distribution 748 782
Administration 147 116
895 898

Staff costs for the group for the year

2009 2008
£000 £000

Wages and salaries 26,783 24,754

Social security costs 2,478 2,365
Share-based payments 341 385
Pension costs – defined contribution plans 650 640
Pension costs – defined benefit plans 604 818
30,856 28,962

4 Net operating expenses

2009 2008
£000 £000

Distribution costs 39,967 34,616

Administration costs 21,715 17,304
Exceptional items (130) 468
61,552 52,388

5 Exceptional items
Exceptional items are costs and income that are not expected to recur in the normal course of business.

The exceptional credit recognised during the year to 31st January, 2009 of £130,000 is the release of a restructuring provision (see note 21) that
is no longer required.

During the year to 26th January, 2008 the Atherton production site’s activities were scaled down in advance of the site closure. During the closure
period a new can line was installed at the Cumbernauld production site. Due to technical difficulties with the commissioning of the line the Atherton
site remained operational longer than had been planned, resulting in excess costs of £440,000. A further £47,000 was incurred in moving the IT
infrastructure out of Atherton and into the Cumbernauld facility. An impairment charge of £96,000 was recognised in respect of a bottling line at the
Pitcox production site in addition to redundancy costs of £56,000 relating to the site. These exceptional costs were offset by the release of £171,000
of the restructuring provision (see note 21) no longer required.
 __63

Notes to the accounts

6 Finance income
2009 2008
£000 £000

Interest receivable on short-term bank deposits 830 802

Interest receivable on tax due to group 146 51
Net finance income relating to defined benefit plans 86 71
1,062 924

Finance costs
2009 2008
£000 £000

Interest payable (1,108) (12)

Fair value gains on interest rate swaps 102 –
Amortisation of loan arrangement fees (31) –
(1,037) (12)

7 Taxation
2009 2008
Group £000 £000

Current tax
Current tax on profits for the year 5,700 4,492
Adjustments in respect of prior years (587) (940)
Total current tax expense 5,113 3,552

Deferred tax
Origination and reversal of temporary differences (see note 23) 1,021 619
Adjustments in respect of prior years – (176)
Total deferred tax expense 1,021 443

Total tax expense 6,134 3,995

In addition to the current tax expense charged to profit a current tax credit of £193,000 (2008: £909,000) has been recognised directly in equity.
This is in respect of share-based payments. A deferred tax charge of £63,000 (2008: £2,649,000) has been recognised in equity in the year (note 23).

The tax on the group’s profit before tax differs from the amount that would arise using the weighted average tax rate applicable to the profits of the
consolidated group as follows:
2009 2008
£000 £000

Profit before tax 23,209 20,833

Tax at 28% (2008: 30%) 6,499 6,250
Tax effects of:
Items that are not deductible in determining taxable profit 561 120
Adjustment in respect of prior year (587) (1,116)
Deferred tax movement as a result of a change in tax rates 64 (333)
Net pension deduction (18) (183)
Net share scheme deduction (255) (145)
Permanent difference on transfer of assets available for sale – (610)
Group relief (144) –
Interest rate hedge 29 –
Marginal relief (1) (2)
Other differences (14) 14
Total tax expense 6,134 3,995

During the year to 26th January, 2008 deferred tax balances were re-measured as a result of the change in the U.K. Corporation Tax rates, effective
from 1st April, 2008. Deferred tax balances which were expected to reverse prior to 1st April, 2008 were measured at 30% and deferred tax balances
related to temporary differences expected to reverse after 1st April, 2008 were measured at the rate of 28%.

The weighted average applicable tax rate was 26.4% (2008: 19.2%).
64__  Annual Report and Accounts January 2009 Accounts

Notes to the accounts

8 Earnings per share
Basic earnings per share have been calculated by dividing the earnings attributable to equity holders by the weighted average number of shares
in issue during the year, excluding shares held by the employee share scheme trusts.

2009 2008

Profit attributable to equity holders of the company (£000) 17,075 16,838

Weighted average number of ordinary shares in issue 19,158,665 19,409,218

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive
ordinary shares. These represent share options granted to employees where the exercise price is less than the average market price of the company’s
ordinary shares during the year. The number of shares calculated as above is compared with the number of shares that would have been issued
assuming the exercise of the share options.

2009 2008

Profit attributable to equity holders of the company (£000) 17,075 16,838

Weighted average number of ordinary shares in issue 19,158,665 19,409,218

Adjustment for share options 209,511 248,502

Diluted weighted average number of ordinary shares in issue 19,368,176 19,657,720

9 Dividends
2009 2008 2009 2008
per share per share £000 £000

Paid final dividend 28.00p 24.75p 5,373 4,673

Paid interim dividend 11.60p 11.00p 2,231 2,078
39.60p 35.75p 7,604 6,751

The directors have proposed a final dividend in respect of the year ended 31st January, 2009 of 30.40p per share amounting to a dividend of
£5,916,000. It will be paid on 5th June, 2009 to shareholders who are on the Register of Members on 8th May, 2009. This dividend is subject
to approval by shareholders at the annual general meeting and has not been included as a liability in these Financial Statements in line with the
requirements of IAS 10 Events after the Balance Sheet Date.

10 Intangible assets
Customer
Goodwill Brands relationships Water rights Total
Company £000 £000 £000 £000 £000

Cost
At 27th January, 2007 1,902 7,000 1,000 – 9,902
Additions 15 390 – 742 1,147

At 26th January, 2008 1,917 7,390 1,000 742 11,049

Adjustments to cost 3 (100) – – (97)
At 31st January, 2009 1,920 7,290 1,000 742 10,952

Amortisation and impairment losses

At 27th January, 2007 – – 160 – 160
Amortisation for the year – – 233 – 233

At 26th January, 2008 – – 393 – 393

Amortisation for the year – – 255 – 255
Impairment recognised in the year – – – 284 284

At 31st January, 2009 – – 648 284 932

Carrying amounts
At 31st January, 2009 1,920 7,290 352 458 10,020

At 26th January, 2008 1,917 7,390 607 742 10,656

 __65

Notes to the accounts

10 Intangible assets (continued)
Customer
Goodwill Brands relationships Water rights Total
Group £000 £000 £000 £000 £000

Cost
At 27th January, 2007 1,902 7,000 1,000 – 9,902
Additions 15 390 – 742 1,147

At 26th January, 2008 1,917 7,390 1,000 742 11,049

Additions – – – – –
Acquisitions recognised through business combinations 21,354 42,986 2,532 – 66,872
Adjustments to cost 3 (100) – – (97)
At 31st January, 2009 23,274 50,276 3,532 742 77,824

Amortisation and impairment losses

At 27th January, 2007 – – 160 – 160
Amortisation for the year – – 233 – 233

At 26th January, 2008 – – 393 – 393

Amortisation for the year – – 340 – 340
Impairment recognised in the year – – – 284 284

At 31st January, 2009 – – 733 284 1,017

Carrying amounts
At 31st January, 2009 23,274 50,276 2,799 458 76,807

At 26th January, 2008 1,917 7,390 607 742 10,656

The additions to the intangible assets in the year are as detailed below:
Groupe Taut
Rubicon International Total
Limited Limited additions
£000 £000 £000

Goodwill recognised on business combination 21,036 318 21,354

Rubicon brand recognised on business combination 42,986 – 42,986
Customer relationships 2,532 – 2,532
66,554 318 66,872

Full details of the intangible assets acquired are detailed in note 19.

The Vitsmart and Vitaminsmart brands were acquired in the year to 26th January, 2008 with £15,000 of goodwill provisionally being recognised
on the acquisition. The adjustment of £3,000 to the goodwill cost has arisen due to the finalisation of the costs for the acquisition of the Vitsmart
and Vitaminsmart brands.

During the year to 31st January, 2009 further negotiations took place over the purchase price of the Vitsmart and Vitaminsmart brands. The initial
purchase price, including legal fees, was £390,000 due to be paid over a period of three years. Subsequent negotiations with the seller resulted
in the purchase being completed in April 2008 for a total reduced consideration, including legal fees, of £290,000. This has resulted in a £100,000
reduction in the carrying value of the Brands’ balance.

The opening customer relationships balance was an intangible asset recognised on the acquisition of the Strathmore Water business. The amortisation
charge represents the spreading of the cost over the duration of the contractual period and has a further estimated life of three years.

The amortisation costs for the year have been included in the administration costs for the two years presented.
66__  Annual Report and Accounts January 2009 Accounts

Notes to the accounts

10 Intangible assets (continued)
Impairment tests for goodwill and brands
For impairment testing, goodwill and brands are allocated to the cash generating unit (CGU) at which goodwill is monitored for internal
management purposes.

The aggregate carrying amounts of goodwill allocated to each unit are:

2009 2008
Goodwill Brands Water rights Total Goodwill Brands Water rights Total
£000 £000 £000 £000 £000 £000 £000 £000

Groupe Rubicon Limited 21,036 42,986 – 64,022 – – – –

Strathmore operating unit 1,902 7,000 – 8,902 1,902 7,000 – 8,902
Findlays operating unit – – 742 742 – – 742 742
Taut operating unit 318 – – 318 – – – –
Vitsmart operating unit 18 290 – 308 15 390 – 405

Total 23,274 50,276 742 74,292 1,917 7,390 742 10,049

The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use a pre-tax cash flow projection based
on financial budgets approved by management covering a three year period. Cash flows beyond the three years are extrapolated using the growth
rates stated below:

Growth rate Discount rate

Key assumptions % %

Groupe Rubicon Limited 2.25 8.63

Strathmore operating unit – 8.63
Findlays operating unit (4.00) 8.63
Taut operating unit 2.25 8.63

The weighted average growth rates used are consistent with the forecasts included in industry reports. The discount rates used are pre-tax.

The impairment of the water rights arose following declining volumes in the sales of Findlays water. The decline was anticipated following the
decision to change the focus for the Pitcox production site to the filling of 19 litre water containers. Further reductions in the water markets have
resulted in a lower return on the investment in the water rights resulting in the recognition of an impairment in the carrying value of £742,000.
No other class of asset other than the water rights was impaired. The carrying amount of the Findlays segment has been reduced to its recoverable
amount through the recognition of an impairment charge of the water rights. This impairment loss has been included in the administration costs
in the income statement.

If the budgeted gross margin used in the value-in-use calculation for the Findlays’ CGU had been 10% lower than management’s estimates
at 31st January, 2009, the group would have recognised a further impairment of the water rights by a further £114,000.

If the estimated pre-tax discount rate applied to the discounted cash flows for the Findlays’ CGU had been 1% higher than management’s estimates,
at 9.63% rather than 8.63%, the group would have recognised a further impairment of the water rights of £16,000.
 __67

Notes to the accounts

11 Property, plant and equipment
Land and buildings Plant,
Long equipment Assets under
Freehold leasehold and vehicles construction Total
£000 £000 £000 £000 £000

Group
Cost or deemed cost
At 27th January, 2007 26,927 537 87,352 3,090 117,906
Additions 1,667 8 7,798 2,306 11,779
Transfer from assets under construction 2,289 – 2,339 (4,628) –
Transfer to assets classified as held for sale (3,777) – (318) – (4,095)
Disposals (16) – (28,182) – (28,198)

At 26th January, 2008 27,090 545 68,989 768 97,392

Additions 5,190 – 4,856 1,303 11,349

Transfer from assets under construction 51 – 1,659 (1,710) –
Acquired through acquisition of business – – 1,353 – 1,353
Disposals – – (2,706) – (2,706)

At 31st January, 2009 32,331 545 74,151 361 107,388

Depreciation
At 27th January, 2007 2,958 263 62,407 – 65,628
Amount charged for year 315 75 6,278 – 6,668
Transfer to assets classified as held for sale (913) – (176) – (1,089)
Disposals (16) – (27,172) – (27,188)

At 26th January, 2008 2,344 338 41,337 – 44,019

Amount charged for year 315 75 6,628 – 7,018

Asset impairment – – – – –
Disposals – – (2,510) – (2,510)

At 31st January, 2009 2,659 413 45,455 – 48,527

Net book value

As at 31st January, 2009 29,672 132 28,696 361 58,861

As at 26th January, 2008 24,746 207 27,652 768 53,373

68__  Annual Report and Accounts January 2009 Accounts

Notes to the accounts

11 Property, plant and equipment (continued)
Land and buildings Plant,
Long equipment Assets under
Freehold leasehold and vehicles construction Total
£000 £000 £000 £000 £000

Company
Cost or deemed cost
At 27th January, 2007 26,889 386 85,258 3,090 115,623
Additions 1,668 8 7,583 2,306 11,565
Transfer from assets under construction 2,289 – 2,339 (4,628) –
Transfer to assets classified as held for sale (3,777) – – – (3,777)
Disposals (16) – (28,049) – (28,065)

At 26th January, 2008 27,053 394 67,131 768 95,346

Additions 5,190 – 4,439 1,303 10,932

Transfer from assets under construction 51 – 1,659 (1,710) –
Disposals – – (2,470) – (2,470)

At 31st January, 2009 32,294 394 70,759 361 103,808

Depreciation
At 27th January, 2007 2,955 155 61,111 – 64,221
Amount charged for year 314 68 6,010 – 6,392
Transfer to assets classified as held for sale (913) – – – (913)
Disposals (16) – (27,089) – (27,105)

At 26th January, 2008 2,340 223 40,032 – 42,595

Amount charged for year 314 69 6,314 – 6,697

Disposals – – (2,345) – (2,345)

At 31st January, 2009 2,654 292 44,001 – 46,947

Net book value

As at 31st January, 2009 29,640 102 26,758 361 56,861

As at 31st January, 2008 24,713 171 27,099 768 52,751

At 31st January, 2009 the group had entered into contractual commitments for the acquisition of property, plant and equipment amounting
to £143,000 (2008: £1,996,000).
 __69

Notes to the accounts

12 Financial instruments
The financial instruments held by the group and company are categorised in the following tables:
Assets at fair
Loans and value through
Group receivables profit and loss Total
At 31st January, 2009 £000 £000 £000

Assets as per Balance Sheet

Derivative financial instruments – 33 33
Trade and other receivables 27,139 – 27,139
Cash and cash equivalents 6,680 – 6,680
Total 33,819 33 33,852

Assets at fair
Loans and value through
Group receivables profit and loss Total
At 26th January, 2008 £000 £000 £000

Assets as per Balance Sheet

Derivative financial instruments – – –
Trade and other receivables 25,965 – 25,965
Cash and cash equivalents 17,899 – 17,899
Total 43,864 – 43,864

Assets at fair
Loans and value through
Company receivables profit and loss Total
At 31st January, 2009 £000 £000 £000

Assets as per Balance Sheet

Derivative financial instruments – 33 33
Trade and other receivables 25,565 – 25,565
Cash and cash equivalents 5,517 – 5,517
Total 31,082 33 31,115

Assets at fair
Loans and value through
Company receivables profit and loss Total
At 26th January, 2008 £000 £000 £000

Assets as per Balance Sheet

Derivative financial instruments – – –
Trade and other receivables 25,634 – 25,634
Cash and cash equivalents 17,593 – 17,593
Total 43,227 – 43,227
70__  Annual Report and Accounts January 2009 Accounts

Notes to the accounts

12 Financial instruments (continued)
Derivatives Other financial
used for liabilities at
Group hedging amortised cost Total
At 31st January, 2009 £000 £000 £000

Liabilities as per Balance Sheet

Borrowings – 38,000 38,000
Financial instruments 1,477 – 1,477
Trade and other payables – 28,249 28,249
Total 1,477 66,249 67,726

Derivatives Other financial

used for liabilities at
Group hedging amortised cost Total
At 26th January, 2008 £000 £000 £000

Liabilities as per Balance Sheet

Borrowings – – –
Trade and other payables – 25,723 25,723
Total – 25,723 25,723

Derivatives Other financial

used for liabilities at
Company hedging amortised cost Total
At 31st January, 2009 £000 £000 £000

Liabilities as per Balance Sheet

Borrowings – 38,000 38,000
Financial instruments 1,477 – 1,477
Trade and other payables – 29,903 29,903
Total 1,477 67,903 69,380

Derivatives Other financial

used for liabilities at
Company hedging amortised cost Total
At 26th January, 2008 £000 £000 £000

Liabilities as per Balance Sheet

Borrowings – – –
Trade and other payables – 26,645 26,645
Total – 26,645 26,645

The trade and other payables figure presented excludes other taxes and social security costs as statutory liabilities do not fall under the definition
of a financial instrument. Trade and other payables are detailed in note 20.

The hedging derivative is an interest rate swap and is accounted for under hedge accounting.

The full fair value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12
months. At 31st January, 2009 the financial instrument liability represented an interest rate swap relating to the outstanding borrowings at that date.
The balance of the swap was classified as a non-current liabilities in line with the expected maturity of the borrowings (see note 18).

No ineffectiveness from the interest rate swap was recognised in the income statement during the year.

The notional principal amounts of the outstanding interest rate swap contracts at 31st January, 2009 were £29,250,000. Gains and losses recognised
in the cash flow hedge reserve on interest rate swap contracts as of 31st January, 2009 will be continuously released to the income statement until
the repayment of the bank borrowings (note 18).

As the closing interest rate swap at 31st January, 2009 is a liability there is no credit risk at the reporting date.

Cash and cash equivalents held by the group have an original maturity of three months or less. The carrying amount of these assets approximates
to their fair values.
 __71

Notes to the accounts

13 Financial assets at fair value through profit or loss

2009 2008
Group £000 £000

Swaption 33 –

The Swaption is an option to enter in to an interest rate swap in five years. The swaption was purchased for £114,500 during the year and has been
valued at its market value at 31st January, 2009. The fair value of the swaption is taken to be its market value.

Changes in fair values of financial assets at fair value through profit or loss are included within administration expenses within the income statement.

14 Investment in subsidiary undertakings

2009 2008
Company £000 £000

At start of year 205 205

Additions in year 60,876 –
At end of year 61,081 205

Investments in group undertakings are recorded at cost, which is the fair value of the consideration paid.

The additions in the year were for the purchase of the share capital of Taut International Limited and Groupe Rubicon Limited. See note 19 for details
of the acquisitions.

The principal subsidiaries are as follows:

Principal subsidiaries Principal activity Country of incorporation Country of principal operations

Barr Leasing Limited Central commercial activities England U.K.

Findlays Limited Natural mineral water bottler Scotland U.K.
Rubicon Drinks Limited Manufacture and distribution of soft drinks England U.K.
Taut (U.K.) Limited Marketing and distribution of sports drinks England U.K.

A.G.BARR p.l.c. holds 100% of the equity and votes of the subsidiaries. All of the subsidiaries have the same year end as A.G.BARR p.l.c. and have
been included in the group consolidation. The companies listed are those which materially affect the profit and assets of the group. A full list of the
subsidiaries will be annexed to the next annual return of A.G.BARR p.l.c. to be filed with the Registrar of Companies.

15 Inventories
Group Company
2009 2008 2009 2008
£000 £000 £000 £000

Returnable containers 688 566 642 553

Materials 4,037 1,803 845 1,764
Finished goods 9,803 9,970 8,620 9,968
14,528 12,339 10,107 12,285

At the year end date there were no inventories included in the closing balance that were acquired as part of the business combinations made in the
year to 31st January, 2009.

Included in the closing inventory value is inventory of £6,000 (2008: £nil) held at fair value less costs to sell.
72__  Annual Report and Accounts January 2009 Accounts

Notes to the accounts

16 Trade and other receivables
Group Company
2009 2008 2009 2008
£000 £000 £000 £000

Trade receivables 25,064 23,661 21,260 23,661

Less: provision for impairment of receivables (778) (445) (633) (445)
Trade receivables – net 24,286 23,216 20,627 23,216
Other receivables 635 702 154 206
Prepayments and accrued income 2,218 2,047 2,135 2,032
Amounts due by subsidiary companies – – 2,649 180
27,139 25,965 25,565 25,634

The fair values of the trade and other receivables is taken to be their book values as there are no interest bearing debts. None of the financial assets
that are fully performing have been re-negotiated in the last year. The amounts due by subsidiary companies are fully performing and not due at the
year end. The figures included in the following analysis exclude the amounts due by subsidiary companies.

Credit quality of financial assets

98% of the closing trade receivables balance relates to customers that have a good track record with the group.

The maximum exposure for both the group and the company to credit risk for trade receivables at the reporting date by type of customer was:

Group Company
2009 2008 2009 2008
Group £000 £000 £000 £000

Major customers 21,621 20,229 17,817 20,229

Direct to store customers 3,443 3,432 3,443 3,432
Total 25,064 23,661 21,260 23,661

The group and company’s most significant customer, a U.K. major customer, accounts for £3,070,000 of the trade receivables carrying amount
at 31st January, 2009 (2008: £3,061,000).

The ageing of the group trade receivables and their related impairments at the reporting date for the group was:

Gross Impairment Gross Impairment

2009 2009 2008 2008
Group £000 £000 £000 £000

Not past due 23,382 (66) 19,739 –

Past due 0 to 30 days 947 (118) 2,950 –
Past due 31 to 60 days 186 (45) 298 –
Past due 61+ days 549 (549) 674 (445)
Total 25,064 (778) 23,661 (445)

The ageing of the company trade receivables and their related impairments at the reporting date for the group was:

Gross Impairment Gross Impairment

2009 2009 2008 2008
Company £000 £000 £000 £000

Not past due 20,324 (66) 19,739 –

Past due 0 to 30 days 470 (118) 2,950 –
Past due 31 to 60 days 19 (10) 298 –
Past due 61+ days 447 (439) 674 (445)
Total 21,260 (633) 23,661 (445)
 __73

Notes to the accounts

16 Trade and other receivables (continued)
Movements on the group and company provisions for impairment of trade receivables was as follows:

Group Company
2009 2008 2009 2008
£000 £000 £000 £000

At start of year 445 462 445 462

Net provision charged/(utilised) during the year 333 (17) 188 (17)
At end of year 778 445 633 445

The provision allowance in respect of trade receivables is used to record impairment losses unless the group and company are satisfied that no
recovery of the amount owing is possible. At that point the amounts are considered irrecoverable and are written off against the trade receivable
directly. Where trade receivables are past due an assessment is made of individual customers and the outstanding balance. No provision is required
in respect of amounts owed by subsidiary companies.

The creation and release of the trade receivables provision has been included within administration expenses in the income statement.

The other classes within trade and other receivables do not contain impaired assets.

The credit quality of the holder of the Cash at bank is AA(-) rated. None of the financial assets that are fully performing have been re-negotiated
in the last year.

17 Assets classified as held for sale

Group Company
2009 2008 2009 2008
£000 £000 £000 £000

Opening land and buildings 2,864 2,864 2,864 2,864

Opening plant 46 142 – –
Opening balance 2,910 3,006 2,864 2,864

Impairment of plant following post year end sale – (96) – –

Disposal of plant in year (46) – – –
Closing land and buildings 2,864 2,910 2,864 2,864

The Atherton production site was closed during the year to 26th January, 2008. The land and buildings qualifies as an asset classified as held for sale.
Despite the downturn in the property market, management are confident that they will be able to dispose of the property for proceeds in excess
of the carrying value.

The Pitcox production site changed its focus to the filling of 19 litre water containers in the year to 26th January, 2008. This resulted in a bottling line
at the site being taken out of use during the year and transferred to assets available for sale. The assets were sold shortly after 26th January, 2008 for
£46,000 resulting in an impairment charge being recognised in the year to 26th January, 2008. The disposal for no gain or loss was recorded in the
results for the year to 31st January, 2009.

There are no other assets or liabilities associated with the non-current assets held for sale other than a government grant of £59,000 held in respect
of the Atherton site. This deferred credit was previously released in line with the depreciation rate for the property whilst the site was in use. As the site
is no longer being depreciated the grant is no longer being released. This will be released to the income statement on the sale of the Atherton site as
part of the gain on disposal.
74__  Annual Report and Accounts January 2009 Accounts

Notes to the accounts

18 Borrowings
All of the group’s borrowings are denominated in U.K. Sterling.
2009 2008
Group and Company £000 £000

Current
Bank borrowings 5,000 –
Non-current
Bank borrowings 33,000 –
Total borrowings 38,000 –

A bank arrangement fee of £366,000 was incurred in arranging the borrowing facility. This is being amortised to the income statement over the
expected duration of the loan of five years. The amortisation charge is included in the finance costs line in the income statement.

2009 2008
£000 £000

Non-current bank borrowings 33,000 –

Unamortised arrangement fee (335) –
Non-current bank borrowings disclosed on the Balance Sheet 32,665 –

Bank borrowings are secured by the entire net assets of the group.

The carrying amounts and fair value of the borrowings are as follows:

Carrying amount Fair value

2009 2008 2009 2008
£000 £000 £000 £000

Current 5,000 – 5,000 –

Non-current 33,000 – 33,012 –
Total borrowings 38,000 – 38,012 –

For the current borrowings the impact of discounting is not significant as the borrowings will be paid within 12 months of the year end date.
The carrying amount approximates their fair value.

The fair values of the non-current borrowings are based on cash flows discounted using the current variable interest rate charged on the borrowings
of 2.25%.
 __75

Notes to the accounts

19 Business combinations
(a) Groupe Rubicon Limited
On 29th August, 2008 the group acquired 100% of the share capital of Groupe Rubicon Limited (Groupe Rubicon), a manufacturer,
distributor and seller of branded exotic juice drinks. The transaction had been given shareholder approval at an extraordinary general meeting
on 25th August, 2008.

Groupe Rubicon contributed revenues of £8,792,000 and a net profit of £1,442,000. Had Groupe Rubicon been acquired on 28th January, 2008
the board estimates that the group revenue would have been £184,659,000 and the operating profit before exceptional items would have been
£23,126,000.

The acquisition had the following effect on the group’s assets and liabilities at the acquisition date:

Acquiree’s Fair value

carrying amount adjustment Fair value
£000 £000 £000

Rubicon brand – 42,986 42,986

Customer relationships – 2,532 2,532
Property, plant and equipment 1,353 – 1,353
Inventory 3,305 164 3,469
Trade receivables 2,897 14 2,911
Other receivables 162 – 162
Deferred tax asset/(liability) 165 (12,745) (12,580)
Cash and cash equivalents 2,162 – 2,162
Trade payables (1,060) – (1,060)
Tax (635) – (635)
Social security and other tax (357) – (357)
Accrued expenses (1,043) – (1,043)
Deferred government grants (100) – (100)
Net assets acquired 6,849 32,951 39,800
Goodwill arising on acquisition 21,036
Total consideration, satisfied by cash 60,836

The total consideration for the acquisition of Groupe Rubicon included professional fees of £1,239,000.

The above fair value adjustments are provisional. In accordance with IFRS 3, Business Combinations, adjustments to the fair values of the assets
acquired and liabilities assumed can be updated to 28th August, 2009, 12 months from the date of the acquisition.

As disclosed in the accounting policies the brand and customer relationships are valued using the Relief from Royalties method and MEEM
respectively. The significant inputs to these models and their sensitivities are disclosed as follows:

Relief from Royalties Method

Impact on
Rubicon
Change in brand value
Input Assumption used assumption £000

Long-term growth 4.0% +10%/-10% 2,813/(2,413)

Discount factor 9.5% +10%/-10% (6,315)/8,956
Royalty assumption 7.5% +10%/-10% 4,299/(4,299)

MEEM
Impact on
customer
relationships
Change in value
Input Assumption used assumption £000

Discount factor 9.5% +10%/-10% (41)/43

Royalty assumption 7.5% +10%/-10% 571/(571)
76__  Annual Report and Accounts January 2009 Accounts

Notes to the accounts

19 Business combinations (continued)
(b) Taut International Limited
On 28th January, 2008 the group acquired 100% of the share capital of Taut International Limited (Taut), a group of companies specialising
in the marketing of sports drinks. The consideration was £1. A further £40,000 was incurred on legal fees.

Taut contributed revenues of £404,000 and a net loss of £453,000. These results reflect a full year’s trading under the group’s accounting policies.
Taut incurred a net loss of £1,374,000 for the 13 months to January 2008, prior to the acquisition by the group. The loss in the current year has
reduced from the previous year following synergies of the acquisition and continuing to develop Taut’s presence in the market. Management
believe that the trade will become profitable in the coming years and prove a valuable addition to the group’s portfolio of soft drinks.

The acquisition had the following effect on the group’s assets and liabilities at the acquisition date:

Acquiree’s Fair value

carrying amount adjustment Fair value
£000 £000 £000

Property, plant and equipment 17 (17) –

Inventory 64 (21) 43
Trade and other receivables 97 (33) 64
Cash and cash equivalents 20 – 20
Trade and other payables (381) (24) (405)
Net liabilities acquired (183) (95) (278)
Goodwill arising on acquisition 318
Total consideration, satisfied by cash 40

Taut (U.K.) Limited is a trading subsidiary of Taut International Limited. Taut (U.K.) Limited formed part of the acquisition detailed above. It has
tax losses of approximately £4,457,000. Under IFRS 3 a deferred tax asset should be recognised if A.G.BARR p.l.c. can use the unrelieved tax
losses. At the date of approval of these statements the management of A.G.BARR p.l.c. was unable to conclude with reasonable certainty that
the tax losses can be utilised and therefore the group has not recognised a deferred tax asset at the Balance Sheet date in respect of these
losses. The unrecognised deferred tax asset would be approximately £1,248,000.

Cashflow on acquisition:
Groupe Taut
Rubicon International
Limited Limited Total
£000 £000 £000

Purchase consideration settled in cash (60,633) (40) (60,673)

Cash and cash equivalents in subsidiary acquired 2,162 20 2,182
Cash (outflow)/inflow on acquisition (58,471) (20) (58,491)

A balance of £203,000 was refunded by the vendor of Groupe Rubicon Limited on the 9th March, 2009 following the finalisation of the net
assets acquired.

For both acquisitions made in the year the value recognised as goodwill is the difference between the fair value of the consideration paid and
the fair value of the identifiable net assets acquired. Certain intangible assets that cannot be individually separated and reliably measured due
to their nature are included in the goodwill recognised. These include an assembled workforce, the anticipated synergies expected to arise from
the combination and for Groupe Rubicon the favourable market position it enjoys.
 __77

Notes to the accounts

20 Trade and other payables
Group Company
2009 2008 2009 2008
£000 £000 £000 £000

Trade payables 7,848 6,237 7,545 6,215

Other taxes and social security costs 2,729 2,440 2,529 2,440
Accruals 20,401 19,486 19,188 19,415
Amounts due to subsidiary companies – – 3,170 1,015
30,978 28,163 32,432 29,085

The table below analyses the group’s financial liabilities into the relevant maturity groupings based on the remaining period at the balance sheet date
to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Less than Greater than

one month one month Up to one year Over one year
At 31st January, 2009 £000 £000 £000 £000

Borrowings – – 5,000 35,291

Trade payables 7,848 – – –
Accruals 421 19,980 – –
Provision (see note 21) – – 80 –
8,269 19,980 5,080 35,291

Less than Greater than

one month one month Up to one year Over one year
At 26th January, 2008 £000 £000 £000 £000

Trade payables 6,237 – – –

Accruals 4,800 14,686 – –
Provision (see note 21) – – 284 –
11,037 14,686 284 –

21 Provisions
Group Company
2009 2008 2009 2008
£000 £000 £000 £000

Opening provision 284 2,262 284 2,262

Provision utilised during the year (74) (1,807) (74) (1,807)
Provision released during the year (130) (171) (130) (171)

Closing provision 80 284 80 284

The provision relates to the remaining expected restructuring costs, following the announcement made in the year to 27th January, 2007 to close the
Atherton factory. The remaining provision is expected to be utilised when the site is sold.
78__  Annual Report and Accounts January 2009 Accounts

Notes to the accounts

22 Deferred income
Group Company
2009 2008 2009 2008
£000 £000 £000 £000

At beginning of year 72 73 72 73
Acquired through business combination (note 19) 100 – – –
Credit to income statement (28) (1) – (1)

At end of year 144 72 72 72

The deferred income balance acquired is a government grant. This acquired balance is being released by Groupe Rubicon Limited over the expected
lifetime of the assets that it was used to purchase.

23 Deferred tax assets and liabilities

Retirement Share-based Other timing Total deferred Accelerated Total deferred Net deferred
benefit obligations payments differences tax asset tax depreciation tax liability tax liability
Group £000 £000 £000 £000 £000 £000 £000

At 27th January, 2007 4,825 1,303 53 6,181 (5,482) (5,482) 699

(Charge)/credit to the
income statement (note 7) (721) (108) (53) (882) 439 439 (443)
(Charge)/credit to equity (1,862) (809) – (2,671) 22 22 (2,649)

At 26th January, 2008 2,242 386 – 2,628 (5,021) (5,021) (2,393)

Charge to the income statement (note 7) (863) (50) – (913) (108) (108) (1,021)
Credit/(charge) to equity 17 (80) – (63) – – (63)
Deferred tax liability recognised
on acquisition (note 19) – – – – (12,580) (12,580) (12,580)

At 31st January, 2009 1,396 256 – 1,652 (17,709) (17,709) (16,057)

Deferred tax assets and liabilities

Retirement Share-based Other timing Total deferred Accelerated Total deferred Net deferred
benefit obligations payments differences tax asset tax depreciation tax liability tax liability
Company £000 £000 £000 £000 £000 £000 £000

At 27th January, 2007 4,825 1,303 53 6,181 (5,450) (5,450) 731

(Charge)/credit to the
income statement (note 7) (721) (108) (53) (882) 412 412 (470)
(Charge)/credit to equity (1,862) (809) – (2,671) 22 22 (2,649)

At 26th January, 2008 2,242 386 – 2,628 (5,016) (5,016) (2,388)

Charge to the income statement (note 7) (863) (50) – (913) (205) (205) (1,118)
Credit/(charge) to equity 17 (80) – (63) – – (63)

At 31st January, 2009 1,396 256 – 1,652 (5,221) (5,221) (3,569)

No deferred tax asset is recognised in the Balance Sheet for unused capital losses of £1,908,000 (2008: £1,908,000).

A further deferred tax asset of £1,248,000 has not been recognised in respect of acquired losses in Taut (U.K.) Limited, a subsidiary of Taut
International Limited (see note 19).
 __79

Notes to the accounts

24 Lease commitments
The total future minimum lease payments under non-cancellable operating leases are as follows for the group and company:

2009 2008
£000 £000

No later than one year 343 197

More than one year but not more than five years 197 394

Total lease commitments 540 591

25 Related party transactions

Transactions between the company and its subsidiaries, which are related parties of the company, have been eliminated on consolidation.
Details of transactions between the company and related parties are as follows:

Sales of goods Purchases of goods

and services and services
2009 2008 2009 2008
£000 £000 £000 £000

Rubicon Drinks Limited 695 – 2,518 –

Taut (U.K.) Limited 356 – – –
Findlays Limited – – 242 1,004
Barr Leasing Limited – – 215 87

Amounts owed Amounts due

by related parties to related parties
2009 2008 2009 2008
£000 £000 £000 £000

Rubicon Drinks Limited 926 – 1,800 –

Taut (U.K.) Limited 668 – – –
Findlays Limited – – 965 658
Barr Leasing Limited – – 296 169

The balance due to Rubicon Drinks Limited is a loan of £1,800,000. The loan was made during the year and no repayments have been made
in respect of the balance during the year. The interest charged on the loan is 1.5% above the Bank of England base rate.

Compensation of key management personnel

The remuneration of the directors and other members of key management during the year was as follows:
2009 2008
£000 £000

Salaries and short-term benefits 2,095 2,024

Pension and other costs 278 291
Share-based payments 955 265
3,328 2,580

Retirement benefit plans

The group’s retirement benefit plans are administered by an independent third party service provider. During the year the service provider charged
the group £505,249 (2008: £447,487) for administration services in respect of the retirement benefit plans. At the year end £nil (2008: £nil) was
outstanding to the service provider on behalf of the retirement benefit plans.
80__  Annual Report and Accounts January 2009 Accounts

Notes to the accounts

26 Retirement benefit obligations
During the year the company operated four pension plans, the two main schemes being A.G.BARR p.l.c. (2005) Defined Contribution Scheme
and A.G.BARR p.l.c. (2008) Pension and Life Assurance Scheme. The latter is a defined benefit scheme based on final salary which also includes
a defined contribution section for the pension provision of new executive entrants.

The company also operated two Group Personal Pension schemes for a limited number of employees.

The assets of the plans are held separately from those of the company and are invested in managed funds. Full valuations of these plans were
conducted as at 1st November, 2005 using the attained age method. The latest valuation at 1st April, 2008 is being finalised after the year end date.
The total assets of the plans at valuation were £43,300,000. The assumptions which have the most significant effect on the results of the valuations
are those relating to the rate of return on investments and to the rates of increase in pay and pensions. It was assumed that the investment return
would be 2.2% per annum higher than the growth in pensionable pay. In the period after retirement it was assumed that the investment return
would be 0.4% per annum lower than the increase in pensions accruing up to November 2005 and 1.85% per annum higher for pensions accruing
thereafter in both the executive and staff plans. The deficit as at 1st November, 2005 determined using the above assumptions, was £20,400,000.

The valuation used for the defined benefit plan has been based on market conditions as at the company year end. The full actuarial valuation carried
out at 1st November, 2005 was updated to 31st January, 2009 by a qualified independent actuary.

Defined benefit plan

The group operates a defined benefit plan for qualifying employees. Under the plan, the employees are entitled to retirement benefits based on final
pensionable pay. No other post-retirement benefits are provided.

The amounts recognised in the Balance Sheet are as follows:

2009 2008
£000 £000

Present value of funded obligations 62,102 65,970

Fair value of plan assets (57,113) (57,961)
Liability recognised in balance sheet 4,989 8,009

The amounts recognised in the income statement are as follows:

2009 2008
£000 £000

Interest on obligation 3,855 3,504

Expected return on plans’ assets (3,941) (3,575)
Net finance income relating to defined benefit plans (note 6) (86) (71)
Current service cost 690 889
Total cost recognised in the income statement 604 818

The current service charge has been included within the administration costs in the income statement.

Changes in the present value of the defined benefit obligation are as follows:
2009 2008
£000 £000

Opening defined benefit obligation 65,970 68,475

Service cost 690 889
Interest cost 3,855 3,504
Actuarial gains (6,454) (5,101)
Members’ contributions 551 586
Benefits paid (2,462) (2,261)
Expenses paid – (14)
Premiums paid (48) (108)
Closing defined benefit obligation 62,102 65,970
 __81

Notes to the accounts

26 Retirement benefit obligations (continued)
Changes in the fair value of the plans’ assets are as follows:
2009 2008
£000 £000

Opening fair value of plan assets 57,961 52,391

Expected return 3,941 3,575
Actuarial (losses)/gains (6,516) 66
Employer’s contributions 3,686 3,726
Members’ contributions 551 586
Benefits paid (2,462) (2,261)
Expenses paid – (14)
Premiums paid (48) (108)
Closing defined benefit obligation 57,113 57,961

The analysis of the movement in the Balance Sheet is as follows:

2009 2008
£000 £000

Opening net liability (8,009) (16,084)

Total expense recognised in the Income statement (604) (818)
Employer’s contributions 3,686 3,726
Net actuarial (losses)/gains recognised in the year (62) 5,167
Closing net liability (4,989) (8,009)

Cumulative actuarial gains/(losses) are as follows:

2009 2008
£000 £000

Cumulative amount at start of year 2,501 (2,666)

Actuarial (losses)/gains recognised in the year (62) 5,167
Cumulative amount at end of year 2,439 2,501

Actual return on plan assets

2009 2008
£000 £000
Actual return on plan assets (2,575) 3,641

Principal assumptions 2009 2008 2007 2006 2005

Financial assumptions £000 £000 £000 £000 £000

Discount rate 6.50% 5.90% 5.10% 4.90% 5.40%

Expected return on plan assets 6.70% 6.70% 5.80% 6.50% 6.50%
Future salary increases 4.75% 4.65% 4.15% 4.00% 4.00%
Inflation assumption 3.50% 3.40% 2.90% 2.75% 2.75%

To develop the expected long-term rate of return on assets assumptions, the company considered the current level of expected returns on risk free
investments (primarily government bonds), the historical level of the risk premium associated with the other asset classes in which the portfolio is
invested and the expectations for future returns of each asset class. The expected return for each asset class was then weighted based on the actual
asset allocation and reduced to reflect estimated investment management expenses, to develop the expected long-term rate of return on assets
assumptions for the portfolio. This resulted in the selection of an assumption of 6.25% for the year ending 30th January, 2010 (6.7% for the year
ending 31st January, 2009).
82__  Annual Report and Accounts January 2009 Accounts

Notes to the accounts

26 Retirement benefit obligations (continued)
Mortality assumptions
The mortality tables adopted in finalising the fair value of the liabilities is PA92 (Year of birth) mc + 2 years.

The fair value at the Balance Sheet date is analysed as follows:

2009 2008 2007 2006 2005

£000 £000 £000 £000 £000

Equities 32,783 38,834 34,578 27,605 20,699

Bonds 18,333 13,331 13,412 13,923 12,680
Cash 5,997 5,796 4,401 6,481 3,312
Total market value of plan assets 57,113 57,961 52,391 48,009 36,691

The history of the plans is as follows:

2009 2008 2007 2006 2005

£000 £000 £000 £000 £000

Defined benefit obligation (62,102) (65,970) (68,475) (64,257) (53,735)

Plan assets 57,113 57,961 52,391 48,009 36,691
Deficit (4,989) (8,009) (16,084) (16,248) (17,044)

Sensitivity review
The sensitivity of the overall pension liability to changes in the weighted principle assumptions is:

Change in assumption Impact on overall liabilities

Discount rate Increase/decrease by 0.25% Decrease/increase liabilities by £2.5m

Rate of inflation Increase/decrease by 0.25% Increase/decrease liabilities by £1.4m
Real salary growth (above inflation) Increase/decrease by 0.25% Increase/decrease liabilities by £0.7m
Life expectancy Increase/decrease by 1 year Increase/decrease liabilities by £1.5m

The group expects to pay £3,900,000 of contributions to the defined benefit plans in the year to 30th January, 2010, being £1.2m (13.0% of salary)
of future service contributions and £2.7m of deficit recovery contributions.

The pension costs for the defined contribution plans are as follows:

2009 2008
£000 £000

Defined contribution costs 650 640

27 Share capital
Group and company
2009 2008
Shares £ Shares £

Authorised ordinary shares of 25p each 24,000,000 6,000,000 24,000,000 6,000,000

Issued and fully paid 19,461,463 4,865,366 19,461,463 4,865,366

The company has one class of ordinary shares which carry no right to fixed income. There has been no change to the share capital in the
periods presented.
 __83

Notes to the accounts

28 Share based payments
As disclosed in the Directors’ Remuneration Report the group runs a number of share award plans and share option plans:
• Savings Related Share Option Scheme which is open to all employees;
• AESOP awards that are available to all employees;
• LTIP options which are granted to directors and to selected employees.

Savings Related Share Option Scheme (SAYE)

All SAYEs outstanding at 31st January, 2009 and 26th January, 2008 have no performance criteria attached other than the requirement for the
employee to remain in the employment of the company and to continue contributing to the plan. Options granted under the SAYE must be exercised
within six months of the relevant award vesting date.

The SAYE is open to all employees in employment at the date of inception of the scheme. Options are normally exercisable after five years from
the date of grant. The price at which options are offered is not less than 80% of the average of the middle-market price of the five dealing days
immediately preceding the date of invitation.

The movements in the number of share options outstanding and their related weighted average exercise prices are as follows:

2009 2008
Average Average
exercise exercise
price in pence price in pence
Options per share Options per share

At start of the year 343,148 872p 591,220 489p

Granted – –p 168,814 975p
Forfeited (25,492) 818p (22,579) 764p
Exercised (10,775) 655p (394,307) 348p
At end of the year 306,881 876p 343,148 872p

None of the options listed above were exercisable at the respective year end dates. The outstanding options at the year end had exercise prices
of £7.76 and £9.75 (2008: £3.36, £7.76 and £9.75). The weighted average share price on the dates that options were exercised in the year
to 31st January, 2009 was £11.94.

The weighted average remaining contractual life of the outstanding share options at the year end is three years (2008: four years).

LTIP
During the year an award of shares was made to the executive directors as disclosed in the Directors’ Remuneration Report. The weighted average
fair value of the share awards made during the period was determined using the Black-Scholes valuation model. The significant inputs to the model
were as follows:

18th March, 22nd October, 28th October,

Date of grant 2008 2008 2008

Number of instruments granted 30,900 17,500 20,394

Share price at date of grant 1,150p 1,119p 1,123p
Contractual life in years 3 2 3
Dividend yield 3.25% 3.25% 3.25%
Expected outcome of meeting performance criteria (at grant date) 27.5% 27.5% 27.5%
Fair value determined at grant date 1,043p 1,046p 1,038p

AESOP
As described in the Directors’ Remuneration Report on page 45 there are two elements to the AESOP.

The partnership share element provides that for every three shares that a participant purchases in A.G.BARR p.l.c., up to a maximum contribution
of £125 per month, the company will purchase one matching share. The matching shares purchased are held in trust in the name of the individual.
There are various rules as to the period of time that the shares must be held in trust but after five years the shares can be released tax free
to the participant.

The second element of free shares allows participants to receive shares to the value of a common percentage of their earnings, related to the
performance of the group. The maximum value of the annual award is £3,000 and the shares awarded are held in trust for five years.
84__  Annual Report and Accounts January 2009 Accounts

Notes to the accounts

29 Statement of changes in shareholders’ equity

Share premium Own shares Share options Cash flow Retained

Share capital account held reserve hedge reserve earnings Total
Group £000 £000 £000 £000 £000 £000 £000

At 27th January, 2007 4,865 905 (4,439) 1,923 – 68,123 71,377

Own shares purchased – – (2,227) – – – (2,227)
Proceeds of share option exercise – – 1,421 – – – 1,421
Recognition of share-based payment costs – – – 385 – – 385
Release of shares on share award – – 308 – – – 308
Transfer of reserve on share award – – 1,220 (535) – (685) –
Actuarial gain on defined benefit pension plans – – – – – 5,167 5,167
Current tax on items transferred from
or taken directly to equity – – – – – 909 909
Deferred tax on items transferred from
or taken directly to equity – – – (809) – (1,840) (2,649)
Profit for the period – – – – – 16,838 16,838
Dividends paid – – – – – (6,751) (6,751)

At 26th January, 2008 4,865 905 (3,717) 964 – 81,761 84,778

Own shares purchased – – (1,481) – – – (1,481)

Proceeds of share option exercise – – 862 – – – 862
Recognition of share-based payment costs – – – 341 – – 341
Transfer of reserve on share award – – 1,078 (509) – (569) –
Cash flow hedge – recognition of fair value – – – – (1,476) – (1,476)
– movement in cash flow hedge – – – – 102 – 102
Actuarial loss on defined benefit pension plans – – – – – (62) (62)
Current tax on items transferred from
or taken directly to equity – – – – – 193 193
Deferred tax on items transferred from
or taken directly to equity – – – (80) – 17 (63)
Profit for the period – – – – – 17,075 17,075
Dividends paid – – – – – (7,604) (7,604)

At 31st January, 2009 4,865 905 (3,258) 716 (1,374) 90,811 92,665
 __85

Notes to the accounts

29 Statement of changes in shareholders’ equity (continued)

Share premium Own shares Share options Cash flow Retained

Share capital account held reserve hedge reserve earnings Total
Company £000 £000 £000 £000 £000 £000 £000

At 27th January, 2007 4,865 905 (4,439) 1,923 – 66,313 69,567

Own shares purchased – – (2,227) – – – (2,227)
Proceeds of share option exercise – – 1,421 – – – 1,421
Recognition of share-based payment costs – – – 385 – – 385
Release of shares on share award – – 308 – – – 308
Transfer of reserve on share award – – 1,220 (535) – (685) –
Actuarial gain on defined benefit pension plans – – – – – 5,167 5,167
Current tax on items transferred from
or taken directly to equity – – – – – 909 909
Deferred tax on items transferred from
or taken directly to equity – – – (809) – (1,840) (2,649)
Profit for the period – – – – – 16,668 16,668
Dividends paid – – – – – (6,751) (6,751)

At 26th January, 2008 4,865 905 (3,717) 964 – 79,781 82,798

Own shares purchased – – (1,481) – – – (1,481)

Proceeds of share option exercise – – 862 – – – 862
Recognition of share-based payment costs – – – 341 – – 341
Transfer of reserve on share award – – 1,078 (509) – (569) –
Cash flow hedge – recognition of fair value – – – – (1,476) – (1,476)
– movement in cash flow hedge – – – – 102 – 102
Actuarial loss on defined benefit pension plans – – – – – (62) (62)
Current tax on items transferred from
or taken directly to equity – – – – – 193 193
Deferred tax on items transferred from
or taken directly to equity – – – (80) – 17 (63)
Profit for the period – – – – – 16,077 16,077
Dividends paid – – – – – (7,604) (7,604)

At 31st January, 2009 4,865 905 (3,258) 716 (1,374) 87,833 89,687

During the year to 31st January, 2009 the company’s trusts purchased 124,576 (26th January, 2008: 184,081) shares. The total amount paid to
acquire the shares has been deducted from shareholders’ equity and classified as Own shares held. At 31st January, 2009 the Own shares held
balance represented 296,229 (2008: 334,705) shares.

30 Events after the Balance Sheet date

As disclosed in note 9 the directors propose that a final dividend of 30.40p per share will be paid to shareholders on 5th June, 2009.
86__  Annual Report and Accounts January 2009 Accounts

Independent Auditor’s Report

We have audited the group and parent company Financial Statements Basis of audit opinion
on pages 51 to 85. We have also audited the information in the Directors’ We conducted our audit in accordance with International Standards
Remuneration Report that is described as having been audited. on Auditing (U.K. and Ireland) issued by the Auditing Practices Board.
An audit includes examination, on a test basis, of evidence relevant to
This report is made solely to the company’s members, as a body, in the amounts and disclosures in the Financial Statements and the part
accordance with section 235 of the Companies Act 1985. Our audit of the Directors’ Remuneration Report to be audited. It also includes an
work has been undertaken so that we might state to the company’s assessment of the significant estimates and judgements made by the
members those matters we are required to state to them in an auditor’s directors in the preparation of the Financial Statements, and of whether
report and for no other purpose. To the fullest extent permitted by law, the accounting policies are appropriate to the group’s and company’s
we do not accept or assume responsibility to anyone other than the circumstances, consistently applied and adequately disclosed.
company and the company’s members as a body, for our audit work,
for this report, or for the opinions we have formed. We planned and performed our audit so as to obtain all the information
and explanations which we considered necessary in order to provide us
Respective responsibilities of directors and auditors with sufficient evidence to give reasonable assurance that the Financial
The directors’ responsibilities for preparing the annual report, the Statements and the part of the Directors’ Remuneration Report to be
Directors’ Remuneration Report and the Financial Statements in audited are free from material misstatement, whether caused by fraud
accordance with applicable law and International Financial Reporting or other irregularity or error. In forming our opinion we also evaluated
Standards (IFRSs) as adopted by the European Union are set out the overall adequacy of the presentation of information in the Financial
in the Statement of Directors’ Responsibilities. Statements and the part of the Directors’ Remuneration Report to
be audited.
Our responsibility is to audit the Financial Statements and the part of
the Directors’ Remuneration Report to be audited in accordance with Opinion
relevant legal and regulatory requirements and International Standards In our opinion:
on Auditing (U.K. and Ireland). • the group Financial Statements give a true and fair view, in
accordance with IFRSs as adopted by the European Union, of the
We report to you our opinion as to whether the Financial Statements state of the group’s affairs as at 31st January, 2009 and of its profit
give a true and fair view and whether the Financial Statements and the for the year then ended;
part of the Directors’ Remuneration Report to be audited have been • the parent company Financial Statements give a true and fair view, in
properly prepared in accordance with the Companies Act 1985 and as accordance with IFRSs as adopted by the European Union as applied
regards the group Financial Statements, Article 4 of the IAS Regulation. in accordance with the provisions of the Companies Act 1985, of the
We also report to you whether in our opinion the information given state of the parent company’s affairs as at 31st January, 2009;
in the Directors’ Report is consistent with the Financial Statements. • the Financial Statements and the part of the Directors’ Remuneration
The information given in the Directors’ Report includes that specific Report to be audited have been properly prepared in accordance
information presented in the Business Review that is cross referenced with the Companies Act 1985 and, as regards the group Financial
from the Business and Financial Review section of the Directors’ Report. Statements, Article 4 of the IAS Regulation; and
• the information given in the Directors’ Report is consistent with the
In addition we report to you if, in our opinion, the company has not kept Financial Statements.
proper accounting records, if we have not received all the information
and explanations we require for our audit, or if information specified As explained in the notes to the group Financial Statements, the group
by law regarding directors’ remuneration and other transactions is in addition to complying with its legal obligation to comply with IFRSs
not disclosed. as adopted by the European Union, has also complied with the IFRSs
as issued by the International Accounting Standards Board.
We review whether the Corporate Governance Statement reflects the
company’s compliance with the nine provisions of the 2006 Combined In our opinion the group Financial Statements give a true and fair view,
Code specified for our review by the Listing Rules of the Financial in accordance with IFRSs, of the state of the group’s affairs as at 31st
Services Authority, and we report if it does not. We are not required to January, 2009 and of its profit for the year then ended.
consider whether the board’s statements on internal control cover all
risks and controls, or form an opinion on the effectiveness of the group’s
corporate governance procedures or its risk and control procedures.

We read other information contained in the annual report and consider

whether it is consistent with the audited Financial Statements. The other
information comprises only the Directors’ Report, the unaudited part Baker Tilly UK Audit LLP
of the Directors’ Remuneration Report, the Chairman’s Statement, the Registered Auditor
Business and Financial Review, Corporate and Social Responsibilty, Chartered Accountants
Board of Directors and the Statement on Corporate Governance. Breckenridge House
We consider the implications for our report if we become aware of any 274 Sauchiehall Street
apparent misstatements or material inconsistencies with the Financial Glasgow
Statements. Our responsibilities do not extend to any other information. G2 3EH
31st March, 2009
 __87

Review of Trading Results

2009 2008 2007 2006 2005
£000 £000 £000 £000 £000

Revenue 169,698 148,377 141,876 128,760 127,222

Operating profit before exceptional items 23,054 20,389 18,334 16,940 15,629

Exceptional items (130) 468 2,761 533 –

Operating profit after exceptional items 23,184 19,921 15,573 16,407 15,629

Interest receivable 1,062 924 1,158 1,557 1,288

Interest payable (1,037) (12) (377) (583) (630)
Interest 25 912 781 974 658

Profit before tax 23,209 20,833 16,354 17,381 16,287

Tax on profit 6,134 3,995 3,163 5,128 4,585

Profit after tax 17,075 16,838 13,191 12,253 11,702

Earnings per share on issued share capital 87.74 86.52 67.78 62.96 60.13

Dividends recognised as an appropriation in the year 39.60 35.75 32.25 29.25 26.25

The Earnings per share on issued share capital for each period has been calculated to reflect the shares in issue at the respective year end dates.
Our brands and range have been Stepping Up. Annual Report and Accounts January 2009

created by Navyblue

Annual Report and Accounts January 2009 A.G.BARR p.l.c.

evolving for more than a century Annual Report and Accounts January 2009

but one thing hasn’t changed... A.G.BARR p.l.c.

Contents
01 Group at a Glance
Business Review
02 Chairman’s Statement
04 Business & Financial Review
25 Corporate & Social Responsibility
Robert Barr filled his first cork 34 Board of Directors
stoppered bottle in 1875. And with 36 25 Years Service Awards

some big ideas, great vision and 37

38
Accounts
Directors’ Report
strong passion, he stepped up 41
44
Statement on Corporate Governance
Directors’ Remuneration Report
expectations and created some 51 Consolidated Income Statement/
Statements of Recognised
of the nation’s favourite drinks. 52
Income and Expense
Balance Sheets
53 Cash Flow Statements
54 Accounting Policies
60 Notes to the Accounts
86 Independent Auditor’s Report
87 Review of Trading Results

A.G.BARR p.l.c. Auditors

Westfield House Baker Tilly UK Audit LLP,
4 Mollins Road, Breckenridge House,
Cumbernauld G68 9HD 274 Sauchiehall Street,
T 01236 852400 Glasgow G2 3EH
F 01236 852477
Registrars
www.agbarr.co.uk Equiniti Ltd,
www.irn-bru.co.uk Aspect House,
www.tizer.co.uk Spencer Road,
Lancing,
Registered Office West Sussex BN99 6DA
Westfield House
4 Mollins Road, Registered Number
Cumbernauld G68 9HD SC005653

Secretary
Julie A. Barr, M.A (Hons.),
L.L.B. (Dip.), M.B.A.
Annual Report and Accounts January 2009
...they always taste great!

Group at a A.G.BARR
Glance Brands
Our Brands Partnership Brands
IRN-BRU Orangina
Rubicon Snapple
Strathmore Rockstar
Tizer
Simply
KA
D’N’B
St Clement’s
Findlays
Abbotts
Barr Brands
Vitsmart
Taut

U.K.
Operations
Head Office Distribution Depot
01 Cumbernauld 01 Cumbernauld
Regional Office Factory
02
05 Middlebrook 01 Cumbernauld
12 Wembley 02 Forfar
03 Pitcox 01
Sales Branch 08 Mansfield
04 Newcastle 10 Tredegar 03
06 Moston
04
07 Sheffield
09 Wednesbury
11 Walthamstow

05
10
06 11
07
08

09

10

12 11

www.agbarr.co.uk
www.irn-bru.co.uk
www.tizer.co.uk
Annual Report and Accounts January 2009
...they always taste great!

Group at a A.G.BARR
Glance Brands
Our Brands Partnership Brands
IRN-BRU Orangina
Rubicon Snapple
Strathmore Rockstar
Tizer
Simply
KA
D’N’B
St Clement’s
Findlays
Abbotts
Barr Brands
Vitsmart
Taut

U.K.
Operations
Head Office Distribution Depot
01 Cumbernauld 01 Cumbernauld
Regional Office Factory
02
05 Middlebrook 01 Cumbernauld
12 Wembley 02 Forfar
03 Pitcox 01
Sales Branch 08 Mansfield
04 Newcastle 10 Tredegar 03
06 Moston
04
07 Sheffield
09 Wednesbury
11 Walthamstow

05
10
06 11
07
08

09

10

12 11

www.agbarr.co.uk
www.irn-bru.co.uk
www.tizer.co.uk
Our brands and range have been Stepping Up. Annual Report and Accounts January 2009

created by Navyblue

Annual Report and Accounts January 2009 A.G.BARR p.l.c.

evolving for more than a century Annual Report and Accounts January 2009

but one thing hasn’t changed... A.G.BARR p.l.c.

Contents
01 Group at a Glance
Business Review
02 Chairman’s Statement
04 Business & Financial Review
25 Corporate & Social Responsibility
Robert Barr filled his first cork 34 Board of Directors
stoppered bottle in 1875. And with 36 25 Years Service Awards

some big ideas, great vision and 37

38
Accounts
Directors’ Report
strong passion, he stepped up 41
44
Statement on Corporate Governance
Directors’ Remuneration Report
expectations and created some 51 Consolidated Income Statement/
Statements of Recognised
of the nation’s favourite drinks. 52
Income and Expense
Balance Sheets
53 Cash Flow Statements
54 Accounting Policies
60 Notes to the Accounts
86 Independent Auditor’s Report
87 Review of Trading Results

A.G.BARR p.l.c. Auditors

Westfield House Baker Tilly UK Audit LLP,
4 Mollins Road, Breckenridge House,
Cumbernauld G68 9HD 274 Sauchiehall Street,
T 01236 852400 Glasgow G2 3EH
F 01236 852477
Registrars
www.agbarr.co.uk Equiniti Ltd,
www.irn-bru.co.uk Aspect House,
www.tizer.co.uk Spencer Road,
Lancing,
Registered Office West Sussex BN99 6DA
Westfield House
4 Mollins Road, Registered Number
Cumbernauld G68 9HD SC005653

Secretary
Julie A. Barr, M.A (Hons.),
L.L.B. (Dip.), M.B.A.