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Report and financial
statements
The directors submit their report and the audited financial statements
for the year ended 31 December 2000. For the purposes of this report,
the expression “Company” means Elementis plc and the expression “Group”
means the Company and its subsidiaries.
Issue of redeemable B
shares
At the Annual General Meeting held on 28 April 2000, shareholders conferred
authority on the Board to issue redeemable B shares. The total nominal
value of redeemable B shares issued to shareholders during the year was
5.2 pence per ordinary share. The Board intends to issue further redeemable
B shares to ordinary shareholders on the register on 26 April 2001, such
that they receive redeemable B shares with a total nominal value of 3.3
pence for each ordinary share held. This will be coupled with an offer
to redeem these new shares for cash at their nominal value on 2 May 2001.
A further offer will also be made to existing holders of redeemable B
shares to redeem these shares for cash at their nominal value on 2 May
2001.
Results and dividend
The Group profit for the year attributable to shareholders amounted to
£34.2 million (1999: £20.0 million). No ordinary interim or final dividends
have been declared. Holders of redeemable B shares are entitled to a non-cumulative
preferential dividend at a rate of 75 per cent of six month sterling LIBOR
payable six monthly in arrears; the charge to the profit and loss account
in 2000 in respect of these dividends was £0.1 million.
Principal activities,
business review and future development
The Chairman’s statement and the Chief Executive’s report contain a review
and description of the principal activities of the Group during 2000,
references to recent events and likely future developments. Companies
throughout the Group undertake, on a continuing basis, research and development
of new products and improvement of existing products.
Group turnover and profit is analysed by activity and geographically
in the notes to the financial statements.
Donations and contributions
During the year, the Group donated £8,549 for charitable purposes in the
United Kingdom.
Political donations
Elementis has no affiliation to any political party or group in any country
and makes no political donations.
Directors
The present directors of the Company are Jonathan Fry, Lyndon Cole, George
Fairweather, Philip Brown, Michael Hartnall, Rick McNeel and Edward Wilson.
A statement of the directors’ interests in the share capital of the Company
is set out in the Board report on remuneration. Robert Easton resigned
as a director on 28 April 2000. Mike Parker resigned as a director on
14 July 2000.
Employee communications
and involvement
It is Group policy to communicate with all employees on major matters
to encourage them to take a wider interest in the affairs of their employing
company and the Group. This is done in a variety of ways including in-house
newspapers, bulletins and briefing sessions. The Company operates a savings-related
share option scheme allowing UK employees an opportunity to become shareholders
and introduced a similar scheme for US employees during 2000.
Employment policies
The Group is committed to the principle of equal opportunity in employment,
regardless of a person’s race, creed, colour, nationality, gender, age,
marital status or disability. Employment policies are fair, equitable
and consistent with the skills and abilities of the employees and the
needs of the Group’s businesses.
These policies ensure that everyone is accorded equal opportunity for
recruitment, training and promotion. Where an employee becomes disabled
whilst employed by a Group company, every effort is made to allow that
person to continue in employment.
Creditor days
Since the Company has no trade creditors, the disclosure of creditor days
does not apply.
Policy on payment of suppliers
The Group applies a policy of agreeing payment terms with each of its
major suppliers and abides by these terms, subject to satisfactory performance
by the suppliers.
Substantial shareholders
The Company has been advised of the following notifiable interests in
the issued ordinary capital of the Company as at the close of business
on 23 February 2001:
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Ordinary
shares
£million
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Percentage of
issued ordinary
share capital
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Franklin Resources, Inc.
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56.0
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12.9%
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Silchester International
Investors Limited
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53.6
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12.4%
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Sanford C. Bernstein & Co., Inc.
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28.5
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6.6%
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Fidelity Investment Limited
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26.3
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6.1%
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Auditors
A resolution to re-appoint PricewaterhouseCoopers as Auditors
of the Company will be proposed at the forthcoming Annual General Meeting
to be held on 26 April 2001.
By order of the Board
Philip Brown
Company Secretary
28 February 2001
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