THE GROWTH STORY CONTINUES
ANNUAL REPORT 2012 THE GROWTH STORY CONTINUES
Phil Duncan
Excavator Operator
Craigenlow
PHIL HAS TWO YEARS’ EXPERIENCE WORKING THE
54-TONNE EXCAVATOR AT CRAIGENLOW QUARRY
I’m excavating the primary crushed rock at the quarry face after the quarry wall has
been blasted. The quarry couldn’t operate without the excavator doing its job. I shift
about 8,000 tonnes of rock each week. I love the job, although it has to be said that
it’s better in the summer than the winter! However, the huge excavator is a tracked
vehicle so it handles well in snowy conditions.
OUR PEOPLE THEIR STORY
Highlights of the Year 3
The Breedon Aggregates Product Chain 4
Our Areas of Operation 6
Chairman’ s Statement 8
Chief Executive’ s Review 12
Financial Review 18
Corporate Social Responsibility 26
Directors 32
Directors’ Report 34
Corporate Governance 38
Directors’ Remuneration Report 40
Statement of Directors’ Responsibilities 46
Independent Auditor’ s Report to the Members 47
Consolidated Income Statement 48
Consolidated Statement of Comprehensive Income 49
Consolidated Statement of Financial Position 50
Consolidated Statement of Changes in Equity 51
Consolidated Statement of Cash Flows 52
Notes to the Financial Statements 53
Notice of Annual General Meeting 82
Advisors & Company Information 84
Shareholder Information 84
CONTENTS
2 3
HIGHLIGHTS OF THE YEAR
OPERATIONAL HIGHLIGHTS
 EBITDA margin up 1.5 points to 11.6%
 Underlying earnings increased in both England and Scotland
 Value-enhancing performances from recent acquisitions
 Key health & safety targets achieved
 Major capital investment projects completed
 Post year-end: St Michaels reserves secured
† Underlying results are stated before acquisition related expenses, redundancy and reorganisation costs, property items, impairments, amortisation
of acquisition intangibles, changes in the fair value of financial instruments, gains on bargain purchase and related tax items. References to an
underlying profit measure throughout this Annual Report are defined on this basis.
* Based on unaudited pro forma results for the full 12 months ended 31 December 2010.
FINANCIAL HIGHLIGHTS Change
Revenue £173.5 million +2.7%
Underlying EBITDA
†
£20.2 million +18.3%
Underlying operating profit
†
£8.8 million +55.4%
Underlying profit before tax
†
£5.6 million
Underlying basic EPS
†
0.67 pence
Total non-current assets £148.1 million
 4.3 million tonnes of aggregates sold
 1.2 million tonnes of asphalt sold
 481,000 cubic metres of ready-mixed concrete sold
£150m
£100m
£50m
£0m
2010 2012
£143.9m
£168.9m
£173.5m
2011
REVENUE
*
£20m
£15m
£10m
£0m
2010 2012
£13.7m
£17.1m
£20.2m
2011
UNDERLYING EBITDA
*
x6.0
x4.0
x2.0
x0.0
2010 2012
3.7 times
5.6 times
6.7 times
2011
NET DEBT /
UNDERLYING EBITDA
*
Front cover: Bill Ewen, Loading Shovel Driver at Craigenlow Quarry, Scotland 4
THE GROWTH STORY CONTINUES
The key to our business is the acquisition of permitted
aggregates reserves. New consents are granted sparingly and
with stringent conditions attached. Breedon Aggregates has
successfully accumulated over 190 million tonnes of mineral
reserves and resources in the UK. This is enough to last around
45 years at current rates of extraction.
Rock is blasted from the working faces of our hard rock quarries
and passed through a series of crushers and screens to produce
several types and grades of ‘dry’ aggregates for onward sale to
external customers or for use in our own operations. We also
have a number of quarries that produce sand and gravel for both
internal and external use, including one of the UK’s richest and
highest quality reserves at Norton Bottoms in Lincolnshire.
Some of our aggregates are mixed with bought-in bitumen to
produce a variety of speciality surfacing products at our 18
asphalt plants in England and Scotland. These are used either by
our own contracting teams or by external contractors to surface
roads, car parks, airport runways and racetracks around the UK.
Some of our aggregates are mixed with bought-in cement and
other additives at our 41 readymix plants to produce ready-mixed
concrete and mortar for sale to commercial, industrial,
infrastructure and housing developers. Our 1stMix ‘mini mix’
operation specialises in small loads for homes and businesses.
We also supply an exclusive range of decorative aggregates, sold
loose or bagged, which is used in a wide variety of domestic and
commercial applications, from drives and pathways to courtyards
and architectural landscaping. Breedon Special Aggregates have
been used in many of the UK’s leading stately homes and tourist
attractions, including the London Olympic Village.
Our fleet of specialist vehicles delivers the full range of our
products to customers around Great Britain.
Through our associate company, BEAR Scotland Limited, we
maintain and manage much of the trunk road infrastructure in
Scotland. We also own a majority stake in Alba Traffic
Management Limited, a leading provider of traffic management
solutions throughout Scotland.
We process stone from our quarries into quality aggregates, ready-mixed concrete and mortar, and a comprehensive range of 
asphalt products. Our operations comprise two fully-integrated, autonomous businesses, in England and Scotland, each with
its own independent management team.
BREEDON AGGREGATES’ PRODUCT CHAIN 5 6
THE GROWTH STORY CONTINUES
OUR AREAS OF 
OPERATION
BREEDON AGGREGATES ENGLAND
Tim Hall is Chief Executive of our English business.
He has spent his entire 40 year career in the
quarrying industry, most recently as Director of
Tarmac Limited’s Western Area until 2010, when
he joined Breedon Aggregates. Prior to this he was
Managing Director of Tarmac Western Limited, the
company formed by Anglo American from the
former assets of Nash Rocks, Tilcon and Tarmac.
He spent the previous 27 years with Nash Rocks,
latterly as Managing Director.
Our English operations are headquartered at
Breedon-on-the-Hill near East Midlands airport and
employ approximately 400 people across the central
region of the country. We operate 9 quarries, 7
asphalt plants and 18 ready-mixed concrete and
mortar plants, primarily supplying the West
Midlands, East Midlands and eastern England.
Our English contracting services business
undertakes minor road-surfacing projects as well as
major infrastructure contracts, serving an area from
the east coast to mid-Wales and from the M62
corridor to the South Midlands.
BREEDON AGGREGATES SCOTLAND
Alan Mackenzie is Chief Executive of our Scottish
operations. He has spent more than 30 years in the
aggregates industry, initially with Wimpey and later
with Tarmac, where he was latterly Contracting
Director of the company’s largest region in central
England. Alan joined Breedon Aggregates Scotland
in 2001 as Regional Director for North and W  est
Scotland. After leaving for a four year spell as Chief
Executive of BEAR Scotland, he rejoined the Group
in 2006 as Chief Executive of its Scottish business.
Alan is Chairman of the Asphalt Industry Alliance
and the Mineral Products Association in Scotland. 
Our Scottish operations are headquartered at
Ethiebeaton, near Dundee, and employ around 400
people. Breedon Aggregates Scotland operates 18
quarries, 11 asphalt plants and 23 ready-mixed
concrete plants, primarily supplying the north, west
and east of Scotland.
We own a 37.5% stake in BEAR Scotland Limited,
which manages the north-east and south-east trunk
road networks on behalf of Transport Scotland, and
we also own a majority stake in traffic management
services company Alba Traffic Management Limited. 7
Leicester
Northampton
Lincoln
Cambridge
Norwich
Ipswich
Oxford
Worcester
Derby
Shrewsbury
Nottingham
Birmingham
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Oban
Aberdeen
Peterhead
Aviemore
Stirling
Dundee
Inverness
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Scotland
1 Morefields Quarry
2 Banavie Quarry
3 Benderloch Quarry*
4 Bonawe Quarry
5 West Area Contracting
6 Furnace Quarry
7 Shierglas Quarry
8 Meadowside Quarry
9 Aviemore Concrete Plant
10 Inverness Concrete Plant
11 Daviot Asphalt Plant
12 Netherglen Quarry
13 Rothes Glen Quarry
14 Boyne Bay Quarry
15 Stirlinghill Quarry
16 Inverurie Concrete Plant
17 Bridge of Don Concrete Plant
18 Craigenlow Quarry
19 Westhill Concrete Plant
20 Deeside Concrete Plant
21 Capo Quarry*
22 Cunmont Quarry**
23 Ethiebeaton Quarry
24 Balmullo Quarry
25 Clatchard Craig Quarry
26 St Michaels Quarry
27 Kirkcaldy Concrete Plant
28 Orrock Quarry
29 Dunfermline Concrete Plant
England
30 Mansfield Asphalt Plant
31 Nottingham Readymix
32 Leaton Quarry
33 Leinthall Quarry
34 Breedon Quarry*
35 Cloud Hill Quarry
36 Ling Hall Asphalt & Concrete Plant
37 Corby Asphalt & Concrete Plant
38 Peterborough Concrete Plant
39 Stamford Concrete Plant
40 South Witham Quarry
41 Grantham Concrete Plant
42 Sleaford Concrete Plant
43 Norton Bottoms Quarry
44 Woodhall Spa Concrete Plant
45 Kelsey Road Quarry
46 Kettleby Quarry
47 Elsham Concrete Plant
48 Grimsby Concrete Plant
49 Skegness Concrete Plant
50 Boston Concrete Plant
51 Long Sutton Concrete Plant
52 King’s Lynn Concrete Plant
53 Shropham Quarry**
54 Longwater Asphalt Plant
*Decorative Aggregates are also available bagged   **Recycling available
UK LOCATIONS 8
THE GROWTH STORY CONTINUES
CHAIRMAN’S STATEMENT
However, I am pleased to report that, despite the
worst trading conditions I can remember in my 50
years in this industry, Breedon Aggregates
continued to grow and prosper. Our aggregates and
readymix volumes were ahead in both England and
Scotland, helped by the full year effect of the C&G
acquisition and positive contributions from the two
small acquisitions we made during the year. 
Overall, Group revenues continued to grow, by
nearly 3% to £174 million. Our EBITDA margin
improved by a further 1.5 points to 11.6% and we
reduced our net debt from more than £96 million to
just over £74 million.
This progress did not come about by accident. It
was a direct result of the commitment, dedication
and sheer hard work of our 800 employees. Most
importantly of all, it was down to the rigorous
attention to detail which prevails throughout our
business. Region by region, site by site, plant by
plant, our talented people are squeezing every last
drop of efficiency out of our operations.
2012 was not a vintage year for our industry. Construction output fell by more than 8%, a significantly
worse outturn than even the most pessimistic forecasts, as the full impact of public sector spending cuts
were felt, particularly in Scotland, and economic recovery was set back once again. 9
You can read some of their personal stories
throughout this report, which we hope will bring to life
the vital part they play in Breedon’s continued growth.
Every pound of investment we make in our business
is being made to work harder than ever before. That
means optimising the output from our crushers,
coating plants, concrete batching plants and
contracting operations and ensuring that the greatest
possible proportion of our raw material goes into
products with the highest possible added value.
Similarly, our prospecting, marketing and customer
service have to be smarter, more cost-effective and
more responsive than ever. We may be a national
group, but at heart we are a collection of local
businesses serving local people and local
companies. Our success is built on careful
selection of new business, then delivering the right
product, at the right price, to the right place – on
time and with courteousness and consideration.
The same is true of our health and safety
performance, the number one item on every Board
meeting agenda, which improved significantly in 2012
as everyone in the business redoubled their efforts to
make our sites safer. Lost-time incidents continued to
fall and I am very pleased to say that our target of
reducing Breedon’s Lost-Time Incident Frequency
Rate by 50% was achieved.
We continued to seek out new market opportunities
during the year and launched two new initiatives: our
1stMix ‘small load’ readymix business in England,
which was trading profitably within six months; and
Mobile Concrete Solutions, a pioneering joint
venture with TSL Contractors which supplies a
mobile concrete batching service to renewable
energy projects in remote locations in Scotland and
is already winning good, profitable business.
We made two acquisitions during the year:
Nottingham Readymix in England in January and
Rothes Glen quarry in Scotland in July. Both
performed well, making a useful contribution to
Group profit. We continue to pursue a number of
other acquisition opportunities but, once again, I
must emphasise that we will only buy businesses
or assets which demonstrably enhance
shareholder value. JOHN MOVES MORE THAN A MILLION TONNES OF
AGGREGATE EVERY YEAR WITH HIS CAT 990
LOADING SHOVEL
I’ve worked for about 15 years in the quarrying industry with four-and-a-half years
at Cloud Hill. On a good day I can load about 4,500 tonnes of rock into the crusher.
That’s a lot of rock over the year. I’m right at the rock face helping to produce the
base materials from which so many of our products come. Whatever needs doing
at Cloud Hill, I turn my hand to it.
OUR PEOPLE THEIR STORY
10
THE GROWTH STORY CONTINUES
We will apply the same strict criteria to all
purchases, whether they are valued at £1 million,
£100 million, or more. It was for precisely this
reason that we withdrew from the bidding for the
assets being sold by Tarmac and Lafarge as a
condition of their new building materials joint
venture. We could not satisfy the value expectations
of the sellers, for the simple reason that they
exceeded – by a significant amount – the level at
which we could realise value for our shareholders.
Looking ahead, the challenges in 2013 look like
being every bit as tough as they were last year. The
Construction Products Association is forecasting
that construction output will fall by more than 2%,
with no meaningful recovery until 2014. Against
this backdrop, it would be easy to let the gloom get
the better of us, but we have a strong and finely-
tuned business which is well equipped to cope
with difficult economic conditions and we remain
enthusiastically committed to growing the Group in
the years ahead. 
When we created Breedon Aggregates in 2010, we
did so in the knowledge that we could expect little
or no help from the construction market. Our models
were predicated on delivering real value if necessary
through self-help alone. It is this approach and
mindset which give us the confidence to anticipate
another year of progress in 2013.
Peter Tom CBE
Executive Chairman
5 March 2013 John Middleton
Loading Shovel Driver
Cloud Hill
11 12
THE GROWTH STORY CONTINUES
CHIEF EXECUTIVE’S REVIEW
TRADING SUMMARY
2012 will be remembered as one of the most
difficult years in living memory for the UK building
materials and construction industries. Poor
demand, record rainfall in the second quarter of the
year and Jubilee/Olympics holidays meant that
national UK sales volumes of aggregates declined
by around 10%, asphalt by 17% and concrete by
9% in the year. UK consumption of primary
aggregates is now at the same level as the mid-
1960s and more than 50% below the peak year of
1989. Several of our competitors have had to
announce unit closures, staff redundancies and
profit warnings. It is welcome to see the
government finally recognising the importance of
infrastructure in the Chancellor’s Autumn
Statement and launching a number of initiatives
that we hope will help to get Britain building again
in 2013 and 2014.
Against this backdrop, Breedon has performed
extremely well, making good progress in both
England and Scotland, improving underlying
earnings in both divisions and delivering excellent
performances from our three recent acquisitions,
C&G Concrete, Nottingham Readymix and Rothes
Glen quarry.
Breedon Aggregates continued to make solid progress in 2012 despite extremely difficult market
conditions that have seen significant declines in the national demand for all main product categories in the
UK. Through a combination of tight cost control and careful selection of work we have managed to improve
headline and underlying EBITDA in both England and Scotland, improving margins from 10.1% to 11.6% on
revenue which was 3% ahead of last year, including acquisitions. This represents a very considerable
achievement and reflects the hard work and dedication of all our employees and I am delighted that we
were again able to thank them all with the payment of a modest Christmas bonus in December.  13
Sales revenue for the year was £173.5 million, 3%
higher than 2011 and Group EBITDA of £20.2
million was 18% above the previous year. Margins
improved by 1.5%, which represents an
outstanding achievement in a declining market.
Careful work selection, tight cost control and
increased operational productivity have all
contributed to the improved result for the year. We
have worked hard to develop an ethos of “self-
help”, recognising that we cannot rely on a growing
market to take the business forward. 
Sales volumes of aggregates increased by 5% to
4.3 million tonnes, asphalt volumes declined by
13% to 1.2 million tonnes, slightly less than the
national reduction, while concrete volumes
increased by 18% to 0.5 million cubic metres,
reflecting the contribution from C&G. Excluding the
effect of acquisitions, aggregates volumes fell by
1% and concrete volumes were down by 5%,
mainly due to a very large contract supplied in 2011
which was not repeated in 2012. 
Several significant contracts were supplied during
the year, including Tesco at West Bromwich and
the A41 in England, and the Fife ITS, Peterhead
Prison and the Trump golf project in Scotland.
Although these contracts made an important
contribution, they represent a relatively small
percentage of our total sales. We are increasingly
looking to supply smaller local customers with
whom we can develop close working relationships
and who tend to generate repeat business in our
market area. We try to compete with the major
suppliers by offering competitive prices but with
better service and support, which we believe
differentiates us from the larger global companies.
OPERATING REVIEW
During the year we continued to build on the solid
foundations established in 2011. We have an
experienced, motivated and stable management
team which gives me great confidence that we can
continue to further improve the business in 2013
and beyond. 14
THE GROWTH STORY CONTINUES
One of our key objectives for the year was to
improve our safety performance, which had
deteriorated significantly in the period immediately
preceding our acquisition of the business in 2010.
The key performance indicator we use is the Lost
Time Incident Frequency Rate (LTIFR) which
measures the number of lost time incidents per
200,000 hours worked. Our target was to reduce
this by 50% in 2012 and I am delighted that we
managed to achieve this. We will be aiming for a
further significant reduction in 2013.
It is pleasing to report operational progress on all
fronts in 2012 and the business today looks very
different to the one that emerged following
Ennstone’s administration in 2009. Sales revenue
has grown on the back of several successful
acquisitions, EBITDA and operating profit are well
ahead and net debt has been significantly reduced.
We continue to invest in the asset base of our
business whilst ensuring that capital expenditure
remains well below depreciation, allowing us to
reduce net debt year-on-year in line with our stated
strategy. A number of significant projects were
completed during the year, including a new asphalt
plant at our Stirlinghill quarry near Peterhead and a
new mobile concrete plant to support the
successful development of Mobile Concrete
Solutions, the joint arrangement we launched in
Scotland to take advantage of the significant on-
going investment in wind farms and renewable
energy. In England we replaced much of the old
mobile plant acquired with C&G and refreshed its
transport fleet with the acquisition of new and
second-hand tippers and mixers. We also relocated
the C&G sales office from rented premises in
Stamford to our Norton Bottoms quarry. This is
consistent with our strategy of having all support
functions located on our own sites, close to
operations and avoiding external rental costs.
A key part of our strategy is to actively sell surplus
assets to generate cash and reduce debt. In
September 2010 we set ourselves the target of
generating £20 million in disposals by 2015 and we
are on track to achieve this. During the year we
sold surplus land and equipment worth £6.2 million,
which brings our running total to nearly £10 million
since our acquisition of the business.
Two small acquisitions were completed during the
year. In January we purchased the business of
Nottingham Readymix, a leading supplier of
concrete in the Nottingham market which has
been buoyant due particularly to the tram project
and continuing investment at the university. The
business also provides an important fixed outlet 15
for sand and gravel from the Norton Bottoms
gravel pit acquired with C&G in 2011. In July we
acquired Rothes Glen sand and gravel quarry near
Elgin, east of Inverness. This complements our
Netherglen rock quarry two miles away and
provides an important source of sand for our
ready-mixed concrete business in the area. Our
new mini mix service, 1stMix, launched in the
spring made solid progress building market share
and moved into profit in October. We are confident
of further progress in 2013.
After nearly twelve months of preparation, the
auction of the assets that Tarmac and Lafarge were
required to divest in order to proceed with their
joint venture was finally concluded. Breedon
undertook a detailed review of the Hope cement
plant and other assets being sold. A number of
significant risk areas were identified which
impacted our valuation of the business and
consequently we were unable to meet the value
expectations of the vendors. We continue to
evaluate a number of other opportunities but, as
we have frequently stated, we will only make
acquisitions which we are confident will add value
for our shareholders. We expect to make further
progress on business development in 2013.
Our Best of Breedon business improvement
scheme, where employees suggest ways of
improving the business and Breedon GoodQuarry,
which sets target standards for our operations,
have continued to go from strength to strength. It
was particularly pleasing that seven of our units
achieved GoodQuarry status, including one which
was one of the poorest performers in 2011 but had
made dramatic improvements. Generally, standards
showed a significant improvement over the
previous year. Winning ideas from employees
included the installation of carbon monoxide
detectors in high-risk areas, procedures for
controlling water added to concrete on-site and
safety modifications to facilitate screen access for
maintenance. The latter also won an award at the
MPA industry safety conference in October.
OUR STRATEGY
The progress made over the past two years in
difficult market conditions demonstrates the
resilience of our business, the strength of our
management team and the effectiveness of our
business model. However we are not complacent
and there is more that needs to be done if we are
to fulfil our objective of being the safest, most
profitable and best-run aggregates business in the
UK. We will continue to strive for further
improvement. Areas that we intend to focus on in
2013 will be the management of complaints – how
we respond when things go wrong says as much
about our culture as the standard of service we
provide to customers on a daily basis; and on
improvements to our technical capability. The trial
of recycled rubber asphalt on the A92 in Scotland
shows we are capable of stealing a march on
competitors with much larger technical
departments than ours, but there is more we can
do to increase the use of recycled materials, reduce
wastage and develop innovative products.
We continue to see many growth opportunities in
the UK, both through selective acquisition and
organic development. Our recent moves into
mobile concrete plants and the mini mix business
have been successful and we have identified
several interesting possibilities for new concrete
and asphalt plants. A number of acquisition
opportunities are under active consideration and we
are excited about the prospect of further growing
the business in 2013. PATRICK HAS DRIVEN THE EQUIVALENT OF MORE
THAN 12 TIMES ROUND THE WORLD WITH 
BREEDON AGGREGATES
I cover a huge area all over the west coast of Scotland, delivering an average of 25
loads a week. The 20-tonne loads are usually of coated tar or dry aggregates but
sometimes concrete, too. I cover about 1,000 miles each week. It’s great to be out
and about in some of the most beautiful parts of Scotland. I really like meeting our
customers, many of whom I have got to know well through regular deliveries.
OUR PEOPLE THEIR STORY
16
THE GROWTH STORY CONTINUES
BUSINESS OUTLOOK
While there is no doubt that 2013 will be another
tough year with construction output forecast to
decline again and MPA product volumes also
forecast to be down, we are generally more
optimistic than we were this time last year, although
the winter conditions in January resulted in a slow
start to the year. The government at last seems to
have realised that switching funding from revenue
to capital spending on infrastructure can have a
positive effect on GDP , improve employment and
deliver significant secondary economic benefits.
There is a growing recognition in both public and
private sectors that essential maintenance work and
upgrades to production facilities cannot be
postponed indefinitely.
While the recent announcements made in
November 2012 will take time to feed through, the
schemes that were cleared the previous year
should start to materialise in 2013. The A453
upgrade between the M1 and Nottingham is a good
example; this should start early in 2013 with Laing
O’Rourke the successful contractor. The overall
housing market remains depressed due to lack of
mortgage availability but the demand for new
homes is quite strong and the range of financial
support measures introduced means that buying a
new home is the easiest way onto the property
ladder for first time buyers. Housebuilders
anticipate steady demand over the next few years.
In Scotland, we believe that there will be continuing
investment in the renewables sector and related
infrastructure. The recently approved Aberdeen by-
pass and the commitment to dual the A9 from
Perth to Inverness will benefit us in the medium
term. Our associate company BEAR Scotland
recently secured the North West maintenance
contract from Transport Scotland which will ensure
we continue to benefit from material supplies in
that area for the next few years. We are hopeful
that transport budgets in Scotland may increase
slightly from their recent low levels.
The industry landscape in the UK is set to change in
2013 with the Lafarge/Tarmac joint venture now up
and running and the new Hope Construction
Materials business also having commenced trading.
The continuing investigation by the Competition
Commission into the sector is expected to
conclude towards the end of the year although we
would expect any structural remedies to relate
mainly to the cement market.
Breedon will remain focussed on further improving
our performance in safety, operations and customer
service. Our management team have demonstrated
their ability to deliver solid results in the most
difficult market conditions. The acquisitions we
have made have all added significant value to our
core business giving us confidence in our ability to
repeat this with future deals. We are confident of
making further progress in 2013.
Simon Vivian
Group Chief Executive
5 March 2013 Patrick Cook
HGV Driver
Bonawe
17 18
THE GROWTH STORY CONTINUES
FINANCIAL REVIEW
Underlying Group operating profit was £8.8 million
(2011: £5.7 million). Underlying results are stated
before acquisition-related expenses, redundancy
and reorganisation costs, property items,
impairments, amortisation of acquisition
intangibles, changes in the fair value of financial
instruments, gains on bargain purchase, and related
tax items.
Profit after tax for the year was £5.3 million (2011:
£1.2 million).
I am pleased to report on the results and financial statements of Breedon Aggregates Limited for the year
ended 31 December 2012. During the year we acquired the issued share capital of Nottingham Readymix
Limited and the trade and assets of Speyside Sand & Gravel (comprising Rothes Glen quarry) and therefore
the Consolidated Financial Statements incorporate the results from these operations. Total consideration
for these two acquisitions was £1.6 million in cash, funded from our existing bank facilities.
2012
£000
2011
£000
Variance
Revenue:
England 91,278 86,158 5.9%
Scotland 82,179 82,730 (0.7)%
Total 173,457 168,888 2.7%
Underlying EBITDA:
England 11,562 9,090 27.2%
Scotland 11,345 10,316 10.0%
Head office (2,724) (2,343) (16.3)%
Total 20,183 17,063 18.3%
Margin 11.6% 10.1%
Revenue for the year was £173.5 million (2011:
£168.9 million). Excluding revenue from
acquisitions, including the full year revenue from
C&G Concrete which was acquired in July 2011,
revenue would have been £154.8 million (2011:
£161.7 million). 
Underlying earnings before our share of associated
undertakings, interest, tax, depreciation and
amortisation (EBITDA) were £20.2 million (2011:
£17.1 million). Of this, EBITDA of £2.1 million
(2011: £0.5 million), was generated by acquisitions
including a full year’s earnings from C&G. 19
DIVISIONAL PERFORMANCES
The market environment generally disappointed in
the year with public sector cuts and very wet
weather in April and June resulting in construction
activity being at a very low level. Despite this we
have made good progress with the Breedon
business focussing on our cost performance and
shaping the business to service the current market
environment. 
For the 12 months as a whole, aggregates volumes
were up 4.6% at 4.3 million tonnes, with both
England and Scotland ahead year-on-year. However,
acquisitions contributed to the additional volume
without which the volume of aggregates would
have been down 1.3%. Asphalt volumes were
12.8% down at 1.2 million tonnes, with asphalt
volumes in England down by 12.3%, and in
Scotland down by 13.6%. Ready-mixed concrete
volumes grew by 18.0% in the year to 0.5 million
cubic metres, assisted by the inclusion of a full year
of the former C&G plants and the newly-acquired
Nottingham Readymix plant. 
The full-year revenue of £173.5 million represented a
2.7% increase on the figure in 2011. The underlying
EBITDA of £20.2 million was up £3.1 million, 18.3%
year-on-year with our attention remaining focussed
on the challenge of continuing to improve the
margins generated in the business.
The higher input costs experienced in 2011,
particularly bitumen (a key ingredient in the
production of asphalt), were largely recovered during
the course of 2012 and despite some volatility in oil
prices we did not experience quite the same degree
of cost inflation during 2012. As a consequence of
the partial cost recovery and careful selection of
work, EBITDA margins across the business in
England and Scotland were improved year-on-year. 20
THE GROWTH STORY CONTINUES
NON-UNDERLYING ITEMS
Non-underlying items in the year comprised a gain
on the sale of property of £0.2 million, the release
of a provision for environmental and planning of
£0.6 million, acquisition-related costs, including
aborted acquisitions, of £0.2million and £0.4 million
of redundancy costs. 
INTEREST AND TAX
Net finance costs in the year totalled £4.3 million
and included interest on the Group’s bank finance
facilities, as well as interest on finance leases.
An underlying tax charge of £1.4 million was
recorded in the year, resulting in an underlying
effective tax rate for the full year of 24.9%,
influenced by the effects of income from
associates already being taxed and of costs in
Jersey for which no tax relief can be obtained.
The non-underlying tax credit principally relates to
the satisfactory closing of prior year tax items.
EARNINGS PER SHARE
Basic earnings per share (“EPS”) for the year were
0.85 pence (2011: 0.21 pence), struck after the
non-underlying items mentioned above. Underlying
basic EPS for the year totalled 0.67 pence (2011:
0.21 pence).
STATEMENT OF FINANCIAL POSITION
Net assets at 31 December 2012 were £79.3
million (2011: £59.0 million). The Company issued
86.3 million ordinary shares during the year in the
form of an equity placing in April of 83.3 million
shares at 18 pence per share and the balance were
as a result of exercise of share options and KBC
Bank exercising almost half of their holding of
warrants in July at a price of 12 pence per share.
The net assets are underpinned by the mineral, land
and building assets of the Group which at the end of
December 2012 had a book value of £93.8 million.
CASH FLOW
Cash generated from operations was £14.5 million
(2011: £12.8 million).
In addition to the focus on delivering short term
earnings growth, we are positioning the business
for the longer term and as part of that we are
investing in the business, adding new acquisitions
where these make sense both strategically and
financially and investing in plant and machinery.
During 2012 we installed a new asphalt plant at our
Stirlinghill quarry in Scotland, we have purchased a
new mobile concrete plant to target work in the
renewables sector, launched 1stMix in England and
have invested in new plant and equipment to
improve our operational efficiency. The Group spent
£1.5 million on acquisitions, net of cash acquired,
and had a cash spend on capital expenditure
projects of £7.3 million.
We raised £14.7 million through the issue of
shares, which was utilised to reduce the Group’s
bank debt, and £6.2 million was raised from the
disposal of surplus assets in the Group. Reduction
of finance leases totalled £6.3 million, resulting in a
net cash inflow for the year of £7.2 million (2011:
outflow £3.9 million). 
Net debt at 31 December 2012 was £74.1 million
(2011: £96.2 million).
BANK FACILITIES
The Group’s bank loans have a maturity date of 5
September 2015 and are subject to a floating
interest rate based on LIBOR plus margin. At 31
December 2012, total undrawn facilities available to
the Group amounted to £29.8 million.
The Group’s bank facility is subject to covenants
which are tested quarterly. These covenants are:
Group interest cover, minimum underlying EBITDA
and Group cash flow cover. At 31 December 2012,
the Group comfortably complied with all three
covenants. Based on our current estimates, we
expect to comply with all our covenants for the
foreseeable future.
The Group has in place interest rate hedges which
mitigate the risk of interest rate rises on the Group’s
bank loans (see note 20 to the financial statements).  21
DIVIDENDS
Subject to availability of distributable reserves,
dividends will be paid to shareholders when the
Directors believe it is appropriate and prudent to do
so. However, for now, the main focus of the Group
will be on delivering capital growth for shareholders.
RISK MANAGEMENT
Risk is an inherent and accepted element of doing
business and effective risk management is
fundamental to how we run our business and
underpins the delivery of the Group’s objectives.
The Group’s approach to risk management is to
identify key risks and then to develop actions or
processes within the business to eliminate or
mitigate those risks to an acceptable level.
RISK MANAGEMENT PROCESS
Risk management processes (see diagram opposite)
are embedded throughout the organisation and
assist management in identifying and understanding
the risks they face in delivering business objectives
and the key controls they have in place to manage
those risks.
The Board is responsible for the Group’s system of
risk management and internal control and for
reviewing their effectiveness. The Group Finance
Director provides a twice-yearly update to the
Board on the key risks and controls within the
Group, highlighting the roles and responsibilities of
key management in managing those risks. The
Board has concluded that the Group maintained
sound risk management and internal controls
throughout the year. However, such systems are
designed to manage rather than eliminate the risk
of failure to achieve business objectives and can
provide only reasonable and not absolute assurance
against material misstatement or loss. 
PRINCIPAL RISKS
The Group operates in an economic and business
environment in which risks and uncertainties exist,
not all of which are necessarily within its control.
Whilst acknowledging that it is not possible to
eliminate such risks and uncertainties completely,
established risk management and internal control
systems and procedures exist within the Group to
mitigate their impact.
The Board recognises that there are likely to be
other risks and uncertainties which are currently
unknown but believes that the Group’s risk
management approach will continue to help in
identifying and responding to such risks.
We have identified the principal risks which could
adversely impact the financial position of the Group
or impact its ability to meet its strategic objectives.
Set out on the following pages is a description of
those principal risks, together with the mitigating
factors or action we have taken. 
 Identify business
objectives
 Risks identified at
Group, divisional,
functional and 
project level
 Financial and 
non-financial 
risks recorded in 
risk register
 Risk owners 
identified
 Risks analysed 
as to likelihood 
and impact
 Risk evaluation
recorded in 
risk register
 Risk and 
mitigation plans
subject to regular 
and rigorous review
 Key issues elevated,
as appropriate,
through management
reporting structures
 Action plans
developed and
implemented to
mitigate risks
 Action owners and
timescales defined
Identification
Analysis 
& Evaluation
Reporting 
& Monitoring
Mitigation 22
THE GROWTH STORY CONTINUES
ECONOMIC ENVIRONMENT
Changes in the UK macro-economic environment may cause the Group’s customers to cancel, reduce or postpone expenditure on projects that
create demand for our products. Difficult economic conditions also increase the Group’s exposure to credit risk among its customers.
Impact Mitigation
Any significant changes in the level or timing of
customers’ expenditure could impact on the
Group’s activity levels.
Although government expenditure does play a large part in generating demand for the Group’s products,
the Group has a broad exposure to various end uses for its products, including private housing, commercial
and industrial development and infrastructure projects, and responds quickly to evolving market
requirements.
Failure of a customer could result in 
non-collection of amounts owed.
The Group supplies a diverse customer base, with no single customer accounting for more than 5% of
sales. The financial solvency of our customers is always considered before supplying them and we
maintain credit insurance cover over the majority of our private sector debtors.
Reduced demand can lead to larger competitors
trading down to smaller contracts and increasing
competitive pressure on our business. These
competitors may also seek to reduce prices in the
short term to secure market share.
The Group works hard to develop relationships with its customers and attempts to provide a high level of
service that fosters a degree of loyalty. Furthermore, the Group is a low-cost producer in all of its regions,
helped by investment in both new products and modern, efficient plants, and is able to sustain short-term
price erosion.
The Group is heavily reliant on energy and fuel oil to
produce its products and to get them to market.
Increases in the costs of these essential inputs can
have a significant effect on the Group’s cost base.
The Group operates a strategic purchasing plan which attempts to spread the risk by a combination of
better buying, fixed-term contracts and spot prices. However, we remain exposed to inflationary cost
increases on bitumen, gas-oil and diesel. The solution is to pass on these additional costs to our
customers through price increases and forward-pricing, although inevitably, due to the nature of the
contracts we have to supply and lay materials, there will be a time lag between the date we start paying
additional costs and the date from which we are able to recover these costs in the market.
LIQUIDITY
Liquidity risk is the risk that the Group does not have sufficient financial resources to meets its obligations as they fall due.
Impact Mitigation
Unavailability of sufficient borrowing facilities to
enable the servicing of liabilities and the inability
to refinance facilities as they fall due or to comply
with borrowing covenants.
The Group manages liquidity risk by continuously monitoring forecasts and cash flows and planning its
expenditure and available facilities accordingly. The Group uses term and revolving bank facilities and
sufficient headroom is maintained above peak requirements to meet unforeseen events. There is
adequate headroom against covenants based on the Group’s internal forecasts.
Fluctuation of interest rates could impact on Group
profitability and covenant headroom.
The Group has a policy of operating with a combination of capped and floating interest rates and targets
to have at least half of its interest on term debt capped at any time. 23
LEGAL AND REGULATORY
The Group operates in a highly regulated environment and is subject to a number of complex, demanding and evolving legal, tax and 
regulatory requirements.
Impact Mitigation
A breach of these laws and regulations could lead
to legal proceedings, investigations or disputes
resulting in a disruption of business and potential
reputational damage.
The Group monitors and responds to legal and regulatory developments and benefits through its
membership of the Minerals Products Association, which assists in implementation of any new
regulation. The Group also participates fully in the consultation process in respect of new regulation in an
effort to ensure that any new measures are workable and achievable, whilst minimising the impact on the
environment of delivering products which are fundamental to the economic well-being of the communities
in which we operate.
Planning consents are required in order to utilise
the Group’s mineral reserves and to build and
operate added-value processing facilities such as
asphalt and concrete plants. The planning regime
is strict and gaining permissions is challenging.
Failure to be seen to be a responsible operator may
impact on future sustainability of Group operations.
The Group tries to involve all stakeholders in early consultation and regularly meet with local
communities in organised liaison groups in areas where communities are impacted by its operations.
HEALTH & SAFETY AND ENVIRONMENT
Health and safety is a key issue in the sector in which the Group operates. Improvements have been made across the industry in recent years
and continued improvement is sought in order to make it a safer industry for our employees, customers and suppliers to operate in.
Impact Mitigation
Failure to manage these risks could expose the
Group to significant potential liabilities and
reputational damage.
Safety sits at the top of every agenda within the Group. Detailed health and safety policies and
procedures exist to minimise such risks and are subject to review and monitoring by the executive
management team. The Group also employs experienced health and safety advisers who provide advice
and support to line management. All managers are engaged in regular on-site discussions with
employees regarding health and safety and their understanding of the risks in the workplace. 
Management, training and control systems are in place to minimise and prevent these risks. These
systems are reviewed regularly and all new plant and equipment is specified with these risks in mind.
PEOPLE
The success of the Group depends on its ability to recruit and maintain the best management and employees, who have the appropriate
competencies and also share the Group’s values and behaviours.
Impact Mitigation
Failure to recruit and retain the right people could
have an adverse impact on the Group’s ability to
deliver on its strategic objectives.
Annual performance reviews take place to assess the performance, competency and potential of all
management in the Group. Appropriate remuneration and incentive packages are in place to assist in the
attraction and retention of key employees. IT’S A 5AM START FOR MARK, WHO BEGINS EACH
WORKING DAY OVERSEEING THE LOADING OF
MORTAR TRUCKS
I’ve been a Concrete Batcher for five years, producing products that are mainly
used for flooring in the housing sector and at warehouses. It’s technical work with
concrete recipes designed in our laboratories to give the product the
characteristics that a particular job needs. As plant supervisor, I also handle the
paperwork and the all-important health and safety aspects of the operation.
OUR PEOPLE THEIR STORY
24
THE GROWTH STORY CONTINUES
KEY PERFORMANCE INDICATORS
The Group uses the following financial and non-
financial key performance indicators (“KPIs”) to
measure the operational and strategic performance
of the business. 
Earnings per share and market 
value growth 
The primary performance indicators are the Group’s
underlying earnings per share and market value
growth. Our aim is to increase earnings per share
each year, both through the growth of our existing
business and through acquisition. Management are
incentivised to increase shareholder value in the
Group at a compound annual rate of at least 12.5%. 
EBITDA & EBITDA margin
The Group uses business-unit underlying EBITDA
and EBITDA margin as the key performance
indicators to monitor the progress of each of our
business units towards our overall targets. 
Net debt to EBITDA
The ratio of net debt to EBITDA is monitored as a
measure of the Group’s leverage.
Cash management
The level of cash generation within the Group is
monitored as a KPI to ensure that available facilities
meet the needs of the business. 
Non-financial KPIs
Non-financial KPIs include the monitoring of mineral
reserves based on quarry life, taking into account
consents gained and minerals extracted, to ensure
the sustainability of this key asset to the Group.
Other non-financial KPIs include those in respect of
health and safety, particularly Lost Time Incident
Frequency Rates. This is the frequency rate of
injuries resulting in an employee being absent for
one or more shifts.
Other KPIs
The Group also monitors a range of other KPIs,
including bitumen and cement costs per tonne and
interest cover.
Ian Peters
Group Finance Director
5 March 2013 Mark Wilson
Concrete Batcher
Elsham
25 26
THE GROWTH STORY CONTINUES
CORPORATE SOCIAL
RESPONSIBILITY
HEALTH AND SAFETY
Breedon Aggregates is committed to providing
and maintaining a safe environment for all of our
employees, customers and other visitors to our
premises and to complying with all relevant health
and safety legislation. Our ultimate goal is to
achieve Zero Harm throughout our operations, an
objective that we introduced in 2011 and captured
in the logo which has continued to feature
prominently across our business.
Breedon Aggregates recognises the importance of balancing the interests of its key stakeholders –
employees, customers, investors, suppliers and the wider community in which we operate. 
In pursuit of this objective we aim to:
 protect the health of our employees with
suitable, specific, work-based strategies;
 seek to minimise the risk of injury from their
activities;
 ensure that, through senior management
participation, sufficient resources and
information are made available, and suitable
management systems are in place, to address
health and safety matters; and 
 encourage the involvement of employees and
aim for continual improvement in health and
safety standards through a formal reporting and
review process.
Compliance with Group policy is monitored and
reviewed centrally and a comprehensive monthly
health and safety report is produced for the Board.
The Group Chief Executive has been designated by
the Board as the director responsible for health and
safety matters.
We have invested heavily in a dedicated health and
safety database, Entropy, which provides a flexible
platform for the health, safety and environmental
management systems on all of our sites.
The system facilitates:
 incident tracking and reporting;
 registration of non-conformities and follow-up
actions required;
 logging and reporting of action plans;
 maintenance of training records and
competencies; and
 risk assessments for different tasks and operations. 27
We have established a Health and Safety
Committee chaired by the Group Chief Executive
and comprising the Group Finance Director, and the
Chief Executives and Health and Safety Managers
of Breedon Aggregates England and Breedon
Aggregates Scotland. The principal objective of the
Committee is to ensure a co-ordinated approach to
the Group’s management of all Health, Safety and
Environmental (“HSE”) issues. 
The Group aims for continuous improvement in
health and safety KPIs, including our Accident
Incidence Rate, Lost Time Injury Frequency rate
(“LTIFR”), and Lost Time Injury Severity Rate.
Performance against these KPIs is reported monthly.
The following graph shows the improving trend in
the Group’s LTIFR over the last 2 years. We were
pleased to achieve our target of a 50% reduction in
2012 and we are targeting to achieve similar
improvements in 2013. 
3.0
2.8
2.6
2.4
2.2
2.0
1.8
1.6
1.4
1.2
1.0
0.8
0.6
0.4
0.2
0.0
Jan 2011
Feb 2011
Mar 2011
Apr 2011
May 2011
Jun 2011
Jul 2011
Aug 2011
Sep 2011
Oct 2011
Nov 2011
Dec 2011
Jan 2012
Feb 2012
Mar 2012
Apr 2012
May 2012
Jun 2012
Jul 2012
Aug 2012
Sep 2012
Oct 2012
Nov 2012
Dec 2012
LTIFR 28
THE GROWTH STORY CONTINUES
As reported last year, we launched two important
new HSE initiatives in 2011. These were further
developed during 2012 and are now embedded in
the HSE culture of the Breedon Aggregates Group:
1. A Visible Felt Leadership (“VFL”) and
Behavioural Safety programme, under which all
senior managers are committed to undertaking
a minimum number of VFL visits per annum to
our operations. During these visits they closely
observe what is happening in the workplace and
engage employees in a dialogue about how their
tasks might be undertaken more safely. In 2012
there were over 750 VFL visits recorded; and
2. Breedon Basics, a series of non-negotiable
safety rules which every employee in the Group
has signed up to comply with, to help the
Group achieve its ultimate goal of Zero Harm. 
We also increased our focus on Near Miss reporting
during 2012 as we strongly believe that today’s near
miss is tomorrow’s accident, with the result that the
number of incidents reported during 2012 more
than doubled compared to the previous year.
EMPLOYEE ENGAGEMENT
One of our most successful initiatives has been Best
of Breedon, a scheme which encourages employees
to come up with practical suggestions for ways we
can improve the performance of our business. 
Since the scheme was launched at the end of 2010,
we have received over 200 suggestions, the great
majority of which have been of great practical value
to the Group. The most outstanding suggestions
have received Best of Breedon awards and the
winners have been rewarded with attractive prizes
and their suggestions have been quickly
implemented in the business. These have led to a
real improvement in the performance of certain of
our operations and valuable associated cost-savings.
In 2011, we introduced the Breedon GoodQuarry
scheme, designed to raise operational standards
across the Group, identify best practice and
highlight those units which were underperforming
in key areas. The purpose of GoodQuarry is to
ensure that all our operations deliver the highest
possible standards of safety, environmental and
planning compliance, maintenance, efficiency and
community relations.
Five units matched the exacting standards of the
scheme in our first audit in 2011 and a further
seven units achieved GoodQuarry status in 2012.
Improvement plans have been put in place for
others in preparation for future audits.
Following the success of GoodQuarrry in creating a
business excellence aspiration across the Group,
we are now developing a Breedon GoodContracting
scheme to ensure a similar approach across all of
our operating divisions.
All of our employees are kept up-to-date on our
activities through our internal newsletter, From the
Rock Face, which provides information on the
performance of the business, major developments in
the Group such as acquisitions and new planning
consents, and significant HSE initiatives, as well as
keeping employees updated on many of the
interesting activities of their colleagues such as
charitable events and sporting achievements. 29
EDUCATION AND TRAINING
Our people are the cornerstone on which our
business is built and we recognise the importance of
ensuring that we maintain their skills and knowledge
at the highest possible level. During 2012, Breedon
Aggregates Scotland became the first company in
the UK to have an internal training scheme – in
health and safety for surfacing operatives – accepted
as an alternative to the national S/NVQ scheme.
We also recognise that if we are to preserve and
improve the skills and knowledge in our business,
we need to foster young talent. We have therefore
taken on our first four apprentices, aged between
16 and 24, who all made important contributions to
our operations at Breedon, Cloud Hill, Orrock and
Ethiebeaton during 2012. 
ENVIRONMENTAL
Continuous improvement in our environmental
performance is critical to ensuring that our activities
comply fully with environmental standards and
legislation. All of Breedon Aggregates Scotland’s
business units have achieved BS EN ISO
14001:2004 accreditation and Breedon Aggregates
England has 15 accredited units, with a further 11
units actively pursuing accreditation. We are also
progressing accreditation to the ISO6001
sustainability standard which takes into account
carbon management, water usage reducing the
impact of transport and the use of renewable and
recycled materials.
Following on from the work undertaken during
2011, we have maintained our commitment to
improving energy efficiency and reducing carbon
emissions in our operations. During 2012 we
developed a Carbon Management Plan that will
provide the focus for our future work on carbon
reduction. The Plan sets a target to reduce our
emissions by 10% by the end of 2014 which offers a
significant challenge that we are determined to meet.
In 2012 we delivered a further 4.1% reduction in
our carbon intensity per tonne of material
produced. While these results are encouraging, the
challenge for 2013 is to continue year-on-year
reduction of emissions whilst maintaining the
production levels required to meet demand.
With the growing pressure on us to produce
accurate data, we aim to achieve the Carbon Trust
Standard during 2013. This will not only verify the
data which we produce, but will also formally
recognise our strenuous efforts to continue
reducing our carbon emissions.
In addition to our current reporting requirements,
from 2013 onwards, we will also be reporting to the
EU ETS, a European Union-led scheme.
We are continuing to work hard to improve our
recycling performance. In England, Breedon
Aggregates uses up to 20% RAP (Reclaimed
Asphalt Pavement) in its base and binder course
materials and our Longwater asphalt plant has
constructed dedicated covered storage units for its
RAP and fine aggregates. In addition to generating
a significant saving in heating costs in the asphalt
production process, this is expected to allow the
plant to increase its use of RAP by some 50% by
the middle of 2013. We are investigating whether
this action can be economically replicated at any of
our other locations.
In Scotland, we have formed a task force to drive
through the use of RAP in our asphalt and this is
paying dividends. Our plants at Ethiebeaton,
Orrock, Elgin and Oban have been fitted with RAP
feed systems which allows us to recycle up to
20% reprocessed asphalt planings as RAP in
standard hot mix asphalt base and binder course
materials. Asphalt planings that come back from
contracting sites are also routinely reprocessed
into type 1 sub-base. In addition, we use recycled
incinerator bottom ash as aggregate in our
Ethiebeaton asphalt plant.
During 2012 we continued to develop opportunities
for low energy asphalt products which use special
production processes to manufacture standard
asphalts at a reduced energy cost. These products
can use around 30% recycled asphalt in the mix.
Careful balancing of moisture content of feed
materials and their temperatures creates a workable
product at only 95 degrees centigrade. A huge
energy saving is achieved through this reduced final
temperature (normal materials have to be heated to
around 160 degrees centigrade) and the material is
also virtually fume-free at this temperature.  RYAN STARTED HIS APPRENTICESHIP IN AUGUST
2012, LEARNING HOW TO KEEP PLANT AND
MACHINERY RUNNING
I work on both the electrical and mechanical sides of the business, covering the
complete range of Breedon Aggregates’ plant and machinery from asphalt plants to
mobile crushing plants. I’m learning from experts how to keep Breedon Aggregates’
plant and machinery running smoothly and efficiently and, above all, safely. That’s
giving me a good head start in my career. I’m certainly hoping I’m able to stay on
with Breedon after I finish my apprenticeship.
OUR PEOPLE THEIR STORY
30
THE GROWTH STORY CONTINUES
During the year, in Scotland, we completed the
road testing of Breedon Polymer R+, a new suite of
thin surfacing materials which use recycled tyre
rubber as a bitumen modifier, replacing highly
engineered polymer bitumen with its associated
high energy production cost and we are now in
discussions with a number of local authorities
about extending the trials into England.
Our continuing commitment to encouraging local
species in our quarry development plans was
demonstrated by the placing of new red squirrel
boxes to help provide a new long-term, safe drey
habitat. This was carried out in conjunction with
Scottish National Heritage.
COMMUNITY ENGAGEMENT
We have established a number of community
liaison groups to encourage dialogue between our
businesses and the communities in which they
operate, tackling such important issues as planning
and development, transport and road usage, and
community support.
In 2012 we completed the construction of a major
new access road to our quarry at Leaton near
Telford. This will allow us to increase the output of
the quarry whilst considerably improving the impact
of the quarry’s operations on a neighbouring school.
As part of the construction project we built a four
metre-high brick wall to provide both visual and
noise screening from the school and installed a
dust sprinkler system along the length of the road.
In addition to the work on the access road, we
employed a landscape architect and funded work to
transform the school’s grounds to create a “forest
school area” which is now used to teach pupils
about ecology and woodcraft.
During the year, in conjunction with work being
undertaken by the Mineral Products Association
(MPA), we took part in a number of initiatives aimed
at helping to protect vulnerable road users,
particularly cyclists. We have added a range of
additional sensors, mirrors and cameras to many of
our trucks which operate in busy areas. In addition,
our East Anglian operations took part in an MPA
sponsored initiative at the finish of a major London to
Cambridge charity cycle ride aimed at helping cyclists
understand the visibility issues faced by truck drivers
when cyclists are close to their vehicles. This was
particularly pertinent in this region given the number
of cyclists to be found in the local student population.
During 2012 we again made contributions to a
number of worthy causes in the communities in
which we operate. These included contributions 
of materials to schools, village halls,
churches and Jubilee memorial
projects around the country.
We have also agreed to
continue our successful
sponsorship the Highland League
Cup, a high-profile football
tournament played across our
Scottish heartlands and one of a
number of local and regional sporting
organisations and events supported
by Breedon Aggregates north and
south of the border.
halls,
al
ue
a
porting
orted
and Ryan Lloyd
Apprentice Electrician
Cloud Hill
31 32
THE GROWTH STORY CONTINUES
DIRECTORS
David Warr 
1,2
Non-executive Director
David is a Chartered Accountant and a Fellow
of the Institute of Charted Accountants in
England and Wales. He became a partner of
Reads & Co, a Guernsey based practice of
Chartered Accountants in 1981 and helped
develop it into a broadly based financial
services business which was sold in 1999.
David currently holds a number of non-
executive directorships including UK Select
Trust Limited, Schroders Real Estate
Investment Trust Limited, Acorn Income
Fund Limited, Unigestion (Guernsey) Limited,
Mid Europa Fund Management Limited and
The Guernsey Community Foundation LBG.
Simon Vivian 
Group Chief Executive
Simon has over 20 years’ experience in the
aggregates and construction industries. He
worked in a number of roles with Hanson PLC
1987-2003, ultimately as a main board director
and Chief Executive of Hanson’s European
Building Materials business. He oversaw
operations in eight European countries,
employing over 8,000 people with revenues of
over £1.5 billion. Whilst with Hanson, he
executed and integrated a number of
acquisitions and managed the disposal of the
company’s waste management business,
Greenways, for £185 million. 
From 2004 to 2006 Simon was Chief
Executive of Mowlem PLC, where he led an
organisation with over 25,000 employees,
generating revenues of £2.2 billion from
operations in the UK, USA and Australia. He
has been Group Chief Executive of Breedon
Aggregates Limited since its formation in 2010
through the reverse acquisition of Breedon
Holdings by Marwyn Materials, the AIM-listed
company he co-founded with Peter Tom.
David Williams 
2
Non-executive Director
David has significant experience in the
investment market. He has served as
Chairman in executive and non-executive
capacities for a number of companies, both
public and private. He has built a reputation
for creating significant shareholder value
through both organic and acquisitive growth,
as well as leading turnaround situations. 
Key:
1 Member of the Audit Committee
2 Member of the Remuneration Committee
3 Senior Independent Director 33
Peter Tom CBE
Executive Chairman
Peter has more than 50 years’ experience in
the aggregates industry. He joined Bardon Hill
Quarries Limited as a school-leaver in 1956,
becoming Managing Director in 1977 and
Chief Executive of Bardon Group plc in 1985.
He went on to lead the merger of Bardon and
Evered plc in 1991 and the enlarged group’s
subsequent merger with CAMAS in 1997 to
form Aggregate Industries plc. 
Following the acquisition of Aggregate
Industries by Swiss building materials Group
Holcim Limited for £1.8 billion, he served as
non-executive Chairman of Aggregate
Industries until his resignation in December
2007. He has been Executive Chairman of
Breedon Aggregates Limited since its
formation in 2010 through the reverse
acquisition of Breedon Holdings by Marwyn
Materials, the AIM-listed company he co-
founded with Simon Vivian in 2008 to
consolidate the smaller end of the heavyside
building materials industry. Peter has been
Chairman of Leicester Rugby Football Club
(Leicester Tigers) since 1997. He is also
Chairman of Leaf Clean Energy Company
and of the Channel Islands Property Fund.
Susie Farnon 
1,2,3
Non-executive Director
Susie was a Banking and Finance Partner with
KPMG Channel Islands from 1990 until 2001
and Head of Audit at KPMG Channel Islands
from 1999. She has served as President of
the Guernsey Society of Chartered and
Certified Accountants and as a member of
The States of Guernsey Audit Commission
and The Guernsey Public Accounts
Committee. She is Vice-Chairman of The
Guernsey Financial Services Commission and
a non-executive director of a number of listed
and unlisted companies. Susie was appointed
to the Board of Breedon Aggregates Limited
on 1 November 2010 and became the Senior
Independent Director in January 2012.
Ian Peters 
Group Finance Director
Ian has more than 25 years’ experience in
the European aggregates industry, initially in
financial controller roles within the UK
aggregates business of Hanson. Following
the demerger of Hanson plc in 1997, Ian was
appointed Group Financial Controller and
was involved in the completion of £2.5 billion
of acquisitions. He was Finance and
Development Director of Hanson Building
Materials Europe between 2000 and 2003.
After a year as Finance Director, Continental
Europe and Asia, in 2004 Ian was appointed
General Manager, Continental Europe.
Ian joined the senior management team of
Marwyn Materials Limited in 2008 and worked
closely with the Chairman and Chief Executive
on the reverse acquisition of Breedon
Holdings Limited in September 2010. He was
appointed as a director of Breedon Aggregates
Limited on 1 November 2010. 34
THE GROWTH STORY CONTINUES
PRINCIPAL ACTIVITY AND 
BUSINESS REVIEW
Breedon Aggregates Limited’s principal activity is
as a holding company for companies involved in the
quarrying, production and sale of aggregates and
related activities. Further details of the Group’s
activities and future developments are included in
the Chairman’s Statement on pages 8 to 10, and in
the Chief Executive’s Review on pages 12 to 16.
RISK MANAGEMENT
The Board is ultimately responsible for risk
management and continues to develop policies and
procedures that reflect the nature and scale of the
Group’s business. These are designed to identify,
mitigate and manage risk, but they cannot entirely
eliminate it. Further details of the key areas of risk
to the business identified by the Group, together
with the Group’s operational key performance
indicators, are included in the Financial Review on
pages 18 to 24.
RESULTS AND DIVIDENDS
For the year to 31 December 2012, the Group’s
profit before tax was £5.8 million (2011: £1.4
million) and after tax was a profit of £ 5.3 million
(2011: £1.2 million). 
Subject to availability of distributable reserves,
dividends will be paid to shareholders when the
Directors believe it is appropriate and prudent to
do so. 
STATED CAPITAL
Details of the Company’s shares in issue are set
out in note 18 to the financial statements.
The Directors present their report, together with the audited financial statements, for the year ended 
31 December 2012.
DIRECTORS’ REPORT 35
DIRECTORS
The following directors served during the year:
Biographical details of the Directors who held office at the end of the year can be found on pages 32 and 33 and
details of the Directors’ service contracts are given in the Directors’ Remuneration Report on pages 40 to 44.
DIRECTORS’ INTERESTS
The Directors in office at 31 December 2012 had interests in the issued share capital of the Company as
shown in the table below.
All the interests are beneficial, unless indicated otherwise. Except as disclosed in note 19 to the financial
statements, no Director has any interests in the issued share capital or loan stock of any subsidiary undertaking. 
There were no changes in the Directors’ interests between 1 January 2013 and 5 March 2013.
Peter Tom CBE Executive Chairman
Simon Vivian Group Chief Executive
Ian Peters Group Finance Director
Susie Farnon Independent Non-executive Director
David Warr Independent Non-executive Director
David Williams Non-executive Director
Directors
Ordinary Shares
31 December 2012 31 December 2011
Peter Tom CBE (and family) 34,966,665 32,583,333
Simon Vivian (and family) 3,444,445 3,166,667
Ian Peters 1,944,445 1,833,333
Susie Farnon 1,650,000 1,200,000
David Warr 5,055,556 3,500,000
David Williams 13,712,133 13,212,133 36
THE GROWTH STORY CONTINUES
SUBSTANTIAL SHAREHOLDINGS
The Company is aware that, as at 19 February
2013, other than the Directors, the interests of
shareholders holding 3% or more of the issued
share capital of the Company was as shown in the
table above.
EMPLOYEES
The Group recognises the importance of employee
involvement in the operation and development of its
business units, which are given autonomy within a
group policy and structure, to enable management
to be fully accountable for their own actions and
gain maximum benefit from local knowledge.
Employees are informed by regular consultation and
internal newsletters of the progress of both their
own business units and the Group as a whole. 
The Group is committed to providing equal
opportunities for individuals in all aspects of
employment, and considers the skills and aptitudes of
disabled persons in recruitment, career development,
training and promotion. If existing employees become
disabled, every effort is made to retain them, and
retraining is arranged wherever possible.
CHARITABLE DONATIONS AND POLITICAL
CONTRIBUTIONS
The Group made charitable donations of £13,344 in
2012 (2011: £7,552). The Group did not make any
contributions to political parties during either the
current or the previous year.
PAYMENT OF CREDITORS
The Company is a holding company and has no
external trade suppliers. It is the policy of the Group’s
operating businesses to negotiate payment terms
when agreeing the overall terms of transactions with
all their suppliers, and to abide by them, provided
that they are satisfied that the supplier has provided
the goods or services in accordance with the agreed
terms and conditions. The Group does not follow any
standard or external code which deals specifically
with the payment of suppliers.
ANNUAL GENERAL MEETING
Shareholders are being asked at the forthcoming
Annual General Meeting to grant the Directors
authority to allot up to 150,000,000 ordinary shares.
Shareholders are also being asked to grant the
Directors authority to allot, for cash otherwise than
in connection with a rights issue, up to 103,896,580
ordinary shares, which is 15% of the current issued
ordinary share capital of the Company (as adjusted
for the potential exercise of the outstanding
warrants). The Company did not purchase any of its
ordinary shares during the year. However, the
approval of shareholders is being sought to renew
the existing authority to purchase its own shares.
Beneficial holder
Ordinary Shares
Number %
Invesco Asset Management Ltd 191,844,445 29.50
Marwyn Value Investors LP 146,223,698 22.49
Cenkos Channel Islands Nominee Co Ltd 69,724,602 10.72
Scottish Widows Investment Partnership 54,458,279 8.37
Morgan Stanley 24,054,630 3.70 37
If granted, and unless previously renewed, varied or
revoked, each of the authorities described above
shall expire at the conclusion of the Annual General
Meeting of the Company to be held in 2014 or
within 12 months from the date of approval of the
authority, whichever shall be the earlier.
GOING CONCERN
The Group meets its day-to-day working capital and
other funding requirements through its banking
facility, which includes an overdraft facility, and
which expires in September 2015. Further details
of the Group’s bank facilities are given on page 20.
The Group actively manages its financial risks as
set out in note 20 to the financial statements and
operates Board approved financial policies,
including interest rate hedging policies, that are
designed to ensure that the Group maintains an
adequate level of headroom and effectively
mitigates financial risks.
On the basis of current financial projections and
facilities available, the Directors have a reasonable
expectation that the Group has adequate resources
to continue in operational existence for the
foreseeable future and, accordingly, consider that it
is appropriate to adopt the going concern basis in
preparing these financial statements. 
DISCLOSURE OF INFORMATION 
TO AUDITOR
The Directors who hold office at the date of this
Report confirm that, so far as they are aware, there
is no relevant audit information of which the
Company’s Auditor is unaware, and each Director
has taken all steps that he or she ought to have
taken to make himself or herself aware of any
relevant audit information and to establish that the
Company’s Auditor is aware of that information.
AUDITOR
KPMG Channel Islands Limited, has expressed
willingness to continue in office and, in accordance
with Article 113 of the Companies (Jersey) Law
1991, a resolution to reappoint KPMG Channel
Islands Limited will be proposed at the forthcoming
Annual General Meeting.
By order of the Board
Peter Tom CBE Simon Vivian
Executive Chairman Group Chief Executive
5 March 2013  38
THE GROWTH STORY CONTINUES
The Directors recognise the value of strong corporate
governance and the Company has sought to comply,
as far as it is appropriate to do so, with the Corporate
Governance Guidelines for Smaller Quoted
Companies published by the Quoted Companies
Alliance in September 2010 (the “QCA Guidelines”),
in respect of the accounting year ended on 31
December 2012. 
The purpose of this statement is to describe the
Company’s approach to corporate governance and,
in particular, to explain how the Company has
applied the QCA Guidelines.
THE BOARD OF DIRECTORS
The current Board comprises the Executive
Chairman, two executive directors, two independent
non-executive directors and one non-executive
director who is not considered to be independent. 
The Board considers that each of the non-executive
directors brings a senior level of experience and
judgement to bear on issues of strategy,
performance, resources (including key appointments)
and standards of conduct. Mrs Farnon is the
Company’s Senior Independent Director. 
Biographical details of the Directors are set out on
pages 32 and 33.
The Board is provided with regular and timely
information on the financial performance of
businesses within the Group, and of the Group as
a whole, together with other trading reports,
contract performance and market reports and data,
including reports on personnel related matters
such as health and safety and environmental
issues. Six formal board meetings are held each
year to consider those matters which have been
specifically reserved to the Board for review and
decision, including the management of assets to
maximise performance and the control of the
operation of the business, to review corporate
strategy and the progress of individual business
units, and to discharge the Directors’ other duties.
The Board has adopted a schedule of Matters
Reserved to the Board and it keeps this under
regular review. 
Where it considers it necessary to do so, the Board
instructs external professional advisors to provide
advice and guidance on any matter where it
considers it prudent to seek such advice. All
members of the Board are able to take independent
professional advice at the Company’s expense in
the furtherance of their duties.
The Board has conducted a review of its own
performance and effectiveness. This review was
carried out by way of a survey of each director
completing a questionnaire on a range of key
processes and procedures. The outcome of that
survey was that the Board concluded that it was of an
appropriate size for the current stage of the
Company’s development and its members had a
balanced range of functional and sector skills and
experience to allow it to carry out its duties effectively. 
The Directors explain their responsibilities for
preparing the financial statements on page 46 and
the Report of the Independent Auditor on page 47
contains a statement of its reporting responsibilities.
BOARD COMMITTEES
Throughout the year the Board maintained two
standing committees, the Remuneration
Committee and the Audit Committee. 
Remuneration Committee
Throughout the year, the Remuneration Committee
comprised solely of non-executive directors. 
Mr Williams, Mr Warr and Mrs Farnon served on the
Remuneration Committee throughout the year. Mr
Williams is chairman of the Committee. The
Executive Chairman makes himself available to the
Committee to discuss the performance of other
executives and to make proposals as necessary. The
Remuneration Committee’s responsibilities are to
make recommendations to the Board on terms of
service, remuneration and benefits of the executive
directors and senior executives of the Group. Where
it considers it prudent to do so, the Committee
engages external remuneration consultants to advise
and assist it. Further details of the terms of
reference of the Remuneration Committee are set
out in the Directors’ Remuneration Report on pages
40 to 44 and are available on the Group’s website.
CORPORATE GOVERNANCE 39
Audit Committee
Mr Warr and Mrs Farnon served on the Audit
Committee throughout the year. Mr Warr is chairman
of the Committee. Written terms of reference have
been agreed for the Audit Committee, the main role
of which is the oversight and monitoring of the
Group’s financial statements, which includes keeping
under review the scope and results of the audit, its
cost effectiveness, the independence and objectivity
of the auditor and the effectiveness of internal
control. Full terms of reference for the Audit
Committee are available on the Group’s website.
The Audit Committee invites the Executive Chairman,
the Group Chief Executive and the Group Finance
Director, and senior representatives of the external
auditor to attend part of its meetings as appropriate.
The members of the Audit Committee have
relevant and recent financial experience at senior
executive level.
Nominations Committee
The Board has considered the possible requirement
for a Nominations Committee and it has concluded
that, as the Board is small, there is no current need
for a separate Nominations Committee and the
appointment of any new directors of the Company
will be considered by the Board as a whole. This
situation will be periodically reviewed.
MEETINGS ATTENDANCE
The Board met formally 6 times during the year and
the attendance of the Directors, who held office at
31 December 2012, at each meeting together with
attendance at committee meetings, is set out in
the table below. This table shows only those
meetings which each director attended as a
member rather than as an invitee. 
SHAREHOLDER RELATIONS
The Company is committed to maintaining good
communications with its shareholders. Members of
the Board have meetings with institutional
shareholders to aid understanding of the Group’s
strategic objectives and performance, and all
shareholders are encouraged to participate in the
Company’s Annual General Meeting.
Messrs Williams and Warr, as chairmen of the
Remuneration and Audit Committees respectively,
and Mrs Farnon, as Senior Independent Director,
will be available to answer questions at the
forthcoming Annual General Meeting. In addition,
proxy votes will be counted and the results
announced after any vote on a show of hands. 
The Company complies with the recommendation
of the UK Corporate Governance Code that the
notice of the Annual General Meeting and related
papers should be sent to shareholders at least
twenty working days before the meeting.
The Executive Chairman ensures that the views of
shareholders are communicated to the Board as a
whole, and that non-executive directors develop an
understanding of the views of major shareholders.
INTERNAL CONTROL
The Board is ultimately responsible for the Group’s
system of internal control and for reviewing its
effectiveness. However, such a system is designed
to manage rather than eliminate the risk of failure
to achieve business objectives, and can provide
only reasonable and not absolute assurance against
material misstatement or loss.
The Directors have reviewed the effectiveness of
the Group’s system of internal control including
financial, operational, compliance and risk
management controls, which mitigate the
significant risks identified. A formal Risk Register
has been drawn up, and this is reviewed by the
Board at least twice annually.
The Group does not have an internal audit function.
This is presently considered appropriate given the
size of the Group and the close involvement of
executive directors and senior management on a day
to day operational basis. However, the need for an
internal audit function is kept under regular review. 
Board Audit Committee Remuneration Committee
Attended
Eligible 
to attend
Attended
Eligible 
to attend
Attended
Eligible 
to attend
Peter Tom CBE 6 6 - - - -
Simon Vivian 6 6 - - - -
Ian Peters 6 6 - - - -
Susie Farnon 6 6 2 2 3 3
David Warr 4 6 2 2 2 3
David Williams 6 6 - - 3 3 40
THE GROWTH STORY CONTINUES
REMUNERATION COMMITTEE
The Remuneration Committee was chaired by David
Williams throughout the year. At the end of the
financial year, the Committee comprised David
Williams, David Warr and Susie Farnon. The Company
Secretary acts as secretary to the Committee. The
Committee met 3 times formally in 2012. 
The responsibility for establishing the Group’s overall remuneration policy lies with the Board as a whole.
The Remuneration Committee works within agreed terms of reference to make recommendations to the
Board on the Group’s framework for executive remuneration. The terms of reference of the Remuneration
Committee are available on the Group’s website. 
The role of the Remuneration Committee is broadly
to determine the terms of employment, including
remuneration and other benefits, for individual
directors and senior management, within the
overall policy as agreed by the Board as a whole.
The Remuneration Committee gives full
consideration to the provisions of the UK Corporate
Governance Code concerning remuneration policy,
service contracts and compensation. The
Remuneration Committee takes into account
remuneration packages of comparable companies
and has access to professional advice from both
internal and external sources in order to determine
and develop its recommendations. 
REMUNERATION POLICY
In order to ensure that it attracts and retains a
management team with the appropriate skills to
provide maximum shareholder value for the future,
the Group needs to ensure that its pay and benefit
practices are competitive but consistent with the
Group’s circumstances; that they motivate
employees at all levels; and that they recognise and
reward high standards of performance.
The Group’s remuneration policy is as follows:
(i) to ensure that individual rewards and incentives
are aligned with the performance of the Group
and the interests of Shareholders;
(ii) to maintain a competitive remuneration
package which enables the Group to attract,
retain and motivate high calibre executives; and
(iii) to ensure that performance related elements form
a significant proportion of total remuneration.
DIRECTORS’ REMUNERATION REPORT 41
The Group’s non-executive directors do not
participate in any incentive scheme, share scheme
or pension arrangement. The remuneration of non-
executive directors is a matter for the Board as a
whole, taking into account market rates and the
required time commitment.
(I) BASIC SALARY
Executive directors’ and senior managers’ individual
salaries and performance incentives are determined
by personal factors. 
These include the individual’s performance as
measured by an appraisal process, and any other
matters likely to affect a particular executive’s value
in the employment market. 
Basic salaries are reviewed on an annual basis or
following a significant change in responsibilities. 
(II) INCENTIVE ARRANGEMENTS
Annual Cash Bonus
In addition to basic salary, the Group operates a
performance related cash bonus scheme and
challenging performance goals are set which must
be achieved before the maximum bonus becomes
payable. The Company has agreed, subject to
certain performance targets being achieved, to pay
Peter Tom a bonus of up to £200,000 in relation to
each financial year of the Company. The maximum
bonus opportunity for Simon Vivian and Ian Peters,
as executive directors, is 100% of salary as at the
end of the year, linked to targets based on the
Group’s EBITDA performance. For other senior
management in the Group, the maximum bonus
opportunity is up to 75% and is linked to targets
based on achieving EBITDA targets for the
businesses for which they are responsible.
Bonuses are not pensionable. 
Transaction Bonuses
In accordance with the terms of their service
agreements, upon completion of the acquisition of
any trading company, the executive directors are
entitled to a transaction bonus of up to 0.5% of the
value of the transaction to be shared amongst them
at the discretion of the Remuneration Committee.
Long Term Incentive Arrangements
The Directors believe that the success of the
Company will depend to a high degree on the
future performance of the management team. The
Company has therefore established incentive
arrangements which will only reward the
participants if shareholder value is created, thereby
aligning the interests of management directly with
those of the shareholders.
The executive directors have subscribed for
Participation Shares in the Company’s wholly
owned subsidiary Marwyn Materials Investments
Limited (the “Management Participation Shares”).
Further details of the Management Participation
Shares, including descriptions of the Growth and
Vesting Conditions, are set out in note 19 to the
financial statements. 
Certain other members of the Group’s senior
executive management team participate in the
Breedon Aggregates Performance Share Plan (the
“PSP”). Further details of the awards made under
the PSP are set out in note 19 to the financial
statements. 42
THE GROWTH STORY CONTINUES
(III) PENSIONS
Simon Vivian and Ian Peters are paid a salary
supplement equal to 17.5% of their base salary in
lieu of a pension contribution. 
SERVICE AGREEMENTS / LETTERS OF
APPOINTMENT OF THE DIRECTORS
The Directors are party to the following service
agreements/letters of appointment with the Company:
(i) Non-executive Directors
The Company has entered into letters of appointment
with each of Susie Farnon, David Warr and David
Williams, pursuant to which each of them were
appointed as a non-executive director of the Company. 
The letters of appointment do not contain a fixed
time commitment but require each non-executive
director to ensure that he or she has sufficient time
to meet the expectations of the role.
The appointments can be terminated by either party
without notice. The non-executive directors each
receive a fee for their services of £25,000 per
annum payable in equal monthly instalments and are
entitled to be reimbursed all reasonable expenses,
properly incurred in the course of performing their
duties. In addition, Mrs Farnon receives a further
£5,000 per annum in recognition of her additional
responsibilities as Senior Independent Director. No
other benefits are payable. The letters of
appointment are governed by Jersey law.
(ii) Executive Directors
Peter Tom CBE
On 5 June 2008, the Company entered into a
service agreement with Rise Rocks Limited for the
purposes of procuring the services of Peter Tom as
a consultant to the Company in the role of
Chairman. This agreement does not render Mr Tom
as an employee, officer, worker or partner of the
Company. To the extent that any liabilities arise in
connection with a claim that he is an employee,
officer, worker or partner of the Company, Mr Tom
agrees to indemnify the Company (and its
associates) from any such claim.
The agreement will continue until terminated. The
Company may terminate this agreement by giving
not less than 12 months’ written notice to Mr Tom.
Mr Tom may terminate the agreement by giving the
Company not less than 12 months’ written notice.
The Company may also terminate the agreement
with immediate effect in certain other specified
circumstances. Upon termination a payment in lieu
of notice may be made to Mr Tom. The service
agreement is governed by English law. 43
Simon Vivian
On 5 June 2008, the Company entered into a
service agreement with Simon Vivian pursuant to
which he is employed as Group Chief Executive. 
The service agreement will continue until
terminated. The Company may terminate this
agreement by giving not less than 12 months’
written notice to Mr Vivian. Mr Vivian may
terminate the agreement by giving the Company
not less than 12 months’ written notice. The
Company may also terminate the agreement with
immediate effect in certain other specified
circumstances. Upon termination a payment in lieu
of notice may be made to Mr Vivian. The service
agreement is governed by English law.
Ian Peters
On 5 June 2008, the Company entered into a
service agreement with Ian Peters pursuant to
which he is employed as Group Finance Director. 
The service agreement will continue until
terminated. The Company may terminate this
agreement by giving not less than 12 months’
written notice to Mr Peters. Mr Peters may
terminate the agreement by giving the Company
not less than 12 months’ written notice. The
Company may also terminate the agreement with
immediate effect in certain other specified
circumstances. Upon termination a payment in lieu
of notice may be made to Mr Peters. The service
agreement is governed by English law.
During any notice period, it is the Company’s policy
to have regard to an individual’s duty to mitigate his
loss in respect of those contractual rights that he
would otherwise be entitled to receive. On the
early termination of any contract, the Board will act
in shareholders’ interests in arriving at the level of
compensation to be awarded. 
SUCCESSION PLANNING
The Board recognises the requirements of the QCA
Guidelines that it should, through periodic review,
ensure that plans for an orderly succession to
Board and senior management positions are
regularly updated. It will continually monitor the
composition of the senior management team,
including the executive directors, and, taking into
account factors such as age, experience and career
progression opportunities, it will formulate plans
well in advance of potential vacancies arising. JACEK HAS BEEN MAKING UP TO 2,000 TONNES OF
ASPHALT EACH WEEK SINCE JOINING BREEDON
AGGREGATES IN APRIL 2012
My job brings me in direct contact with our customers and I like that. We’re developing
new mixes all the time, so that the asphalt meets every possible requirement. Here at
Stirlinghill we’ve been making Breedon Polymer R+ that includes rubber powder from
recycled tyres to give superior grip over conventional road surface materials.
Sometimes when I’m driving to work I think: This is a good surface and I made it.
OUR PEOPLE THEIR STORY
44
THE GROWTH STORY CONTINUES
DETAILS OF REMUNERATION
The remuneration of the Directors for the year ended 31 December 2012 was as shown in the table below.
Notes
1. The bonuses paid and payable to Messrs Vivian and Peters were earned pursuant to their service agreements and the rules of
the Group’s executive bonus scheme. 
2. Included in fees above is an amount of £290,000 (2011: £196,867) in respect of services provided by Rise Rocks Limited, a
company in which Mr Tom has a beneficial interest, and the sum of £157,437 (2011: £180,030) which was paid or payable to
Rise Rocks Limited as bonuses pursuant to the consultancy agreement between the Company and Rise Rocks Limited. 
3. Benefits for Mr Vivian and Mr Peters comprise the provision of private medical insurance and the reimbursement of certain travel costs.
4. In 2011 the Group introduced a Group Personal Pension Plan (the “GPPP”) which is funded by way of an HMRC approved
salary sacrifice arrangement. Pension contributions paid in respect of Mr Peters therefore include the portion of his salary
sacrificed for this purpose. Mr Peters withdrew from the GPPP with effect from 1 April 2012.
5. The fees payable in respect of Mr Corsellis were paid to Marwyn Capital LLP in respect of his services as a non-executive
director, and represent their fees until his resignation as a director on 22 July 2011.
MANAGEMENT PARTICIPATION SHARES
Details of Management Participation Shares issued to Directors (“Management Participation Shares”)
which give rights to participate in an increase in the market capitalisation of the Company are set out in
note 19 to the financial statements. At 31 December 2012, the Group had a number of Management
Participation Shares outstanding. None of the Management Participation Shares vested during the year.
On behalf of the Board
David Williams
Chairman, Remuneration Committee
5 March 2013
Total
Pension Contributions 
(note 4)
Salary Bonus
(note 1)
Fees
(note 2)
Benefits
(note 3)
2012 2011 2012 2011
Peter Tom CBE - - 447,437 - 447,437 376,897 - -
Simon Vivian 479,367 258,000 - 4,132 741,499 644,786 - -
Ian Peters 215,104 112,875 - 4,123 332,102 294,642 9,843 37,187 
Susie Farnon - - 30,000 - 30,000 25,000 - -
David Warr - - 25,000 - 25,000 25,000 - -
David Williams - - 25,000 - 25,000 25,000 - -
James Corsellis (note 5) - - - - - 10,417 - -
Total 694,471 370,875 527,437 8,255 1,601,038 1,401,742 9,843 37,187 Jacek Labus
Asphalt Plant Operator
Stirlinghill
45 46
Statement of Directors’ Responsibilities in respect of 
the Directors’ Report and the Financial Statements
The Directors are responsible for preparing the financial statements in accordance with applicable law and International Financial Reporting
Standards as adopted by the EU.
Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs
of the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and apply them consistently;
• make judgments and estimates which are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the
financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in
business.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial
position of the Group and enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. They are
also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 47
Independent Auditor’s Report to the Members of 
Breedon Aggregates Limited
37 Esplanade
St Helier
Jersey
JE4 8WQ
Channel Islands
We have audited the Group financial statements of Breedon Aggregates Limited (the “Group”) for the year ended 31 December 2012 which
comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial
Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and the related notes. The financial reporting
framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted by the EU.
This report is made solely to the Company’s members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. Our
audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. 
Respective responsibilities of directors and auditor
As explained more fully in the Statement of Directors’ Responsibilities set out on page 46, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion
on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards
require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable
assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an
assessment of: whether the accounting policies are appropriate to the Group’s circumstances and have been consistently applied and
adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of
the financial statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material
inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies
we consider the implications for our report.
Opinion on financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the Group’s affairs as at 31 December 2012 and of the Group’s profit for the year then ended;
• have been properly prepared in accordance with International Financial Reporting Standards as adopted by the EU; and
• have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if, in
our opinion:
• adequate accounting records have not been kept by the Company; or
• the financial statements are not in agreement with the accounting records and returns; or
• we have not received all the information and explanations we require for our audit.
Andrew P Quinn 
5 March 2013
for and on behalf of KPMG Channel Islands Limited 
Chartered Accountants 
Notes:
1. The maintenance and integrity of the Breedon Aggregates Limited website is the responsibility of the Directors; the work carried out by the Auditor
does not involve consideration of these matters and, accordingly, KPMG Channel Islands Limited accepts no responsibility for any changes that may
have occurred to the financial statements or our audit report since 5 March 2013. KPMG Channel Islands Limited has carried out no procedures of any
nature subsequent to 5 March 2013 which in any way extends this date.
2. Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Directors
shall remain responsible for establishing and controlling the process for doing so, and for ensuring that the financial statements are complete and
unaltered in any way. 48
Consolidated Income Statement
for the year ended 31 December 2012
Note 2012 2011
Underlying Non- Total Underlying Non- Total
underlying* underlying*
(note 3) (note 3)
£000 £000 £000 £000 £000 £000
Revenue 1,2 173,457 - 173,457 168,888 - 168,888
Cost of sales (126,426) - (126,426) (130,035) - (130,035)
Gross profit 47,031 - 47,031 38,853 - 38,853
Distribution expenses (24,031) - (24,031) (19,816) - (19,816)
Administrative expenses (14,160) 195 (13,965) (13,349) (758) (14,107)
Gain on bargain purchase --- - 636 636
Group operating profit 2 8,840 195 9,035 5,688 (122) 5,566
Share of profit of associated
undertaking (net of tax) 11 1,033 - 1,033 659 - 659
Profit from operations 9,873 195 10,068 6,347 (122) 6,225
Financial income 65 -5 2- 2
Financial expense 6 (4,279) - (4,279) (4,842) - (4,842)
Profit before taxation 5,599 195 5,794 1,507 (122) 1,385
Taxation 7 (1,392) 885 (507) (316) 130 (186)
Profit for the year 4,207 1,080 5,287 1,191 8 1,199
Attributable to:
Equity holders of the parent 4,176 1,080 5,256 1,167 8 1,175
Non-controlling interests 31 - 31 24 - 24
Profit for the year 4,207 1,080 5,287 1,191 8 1,199
Basic earnings per ordinary share 24 0.67p 0.85p 0.21p 0.21p
Diluted earnings per ordinary share 24 0.59p 0.75p 0.20p 0.20p
* Non-underlying items represent acquisition related expenses, redundancy and reorganisation costs, property items, impairments,
amortisation of acquisition intangibles, changes in the fair value of financial instruments, gains on bargain purchase and related 
tax items.
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 49
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2012
Note 2012 2011
£000 £000
Profit for the year 5,287 1,199
Other comprehensive income
Effective portion of changes in fair value of cash flow hedges (107) (201)
Taxation on items taken directly to other comprehensive income 731 52
Other comprehensive income for the year (76) (149)
Total comprehensive income for the year 5,211 1,050
Total comprehensive income for the year is attributable to:
Equity holders of the parent 5,180 1,026
Non-controlling interests 31 24
5,211 1,050 50
Consolidated Statement of Financial Position
at 31 December 2012
Note 2012 2011
£000 £000
Non-current assets
Property, plant and equipment 8 144,895 151,984
Intangible assets 9 2,295 1,648
Investment in associated undertaking 11 887 792
Total non-current assets 148,077 154,424
Current assets
Inventories 13 8,048 8,001
Trade and other receivables 14 36,451 34,555
Cash and cash equivalents 5,048 921
Total current assets 49,547 43,477
Total assets 197,624 197,901
Current liabilities
Interest-bearing loans and borrowings 15 (4,816) (8,237)
Trade and other payables 16 (31,035) (33,366)
Provisions 17 (123) (166)
Total current liabilities (35,974) (41,769)
Non-current liabilities
Interest-bearing loans and borrowings 15 (74,290) (88,869)
Provisions 17 (6,471) (7,172)
Deferred tax liabilities 12 (1,540) (1,059)
Total non-current liabilities (82,301) (97,100)
Total liabilities (118,275) (138,869)
Net assets 79,349 59,032
Equity attributable to equity holders of the parent
Stated capital 18 77,586 62,715
Cash flow hedging reserve 18 (171) (95)
Capital reserve 18 1,945 2,069
Retained earnings (150) (5,765)
Total equity attributable to equity holders of the parent 79,210 58,924
Non-controlling interests 139 108
Total equity 79,349 59,032
These financial statements were approved by the Board of Directors on 5 March 2013 and were signed on its behalf by:
Simon Vivian Ian Peters
Group Chief Executive Group Finance Director 
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 51
Consolidated Statement of Changes in Equity
for the year ended 31 December 2012
Stated Cash flow Capital Retained Attributable Non- Total
capital hedging reserve earnings to equity controlling equity
reserve holders of interests
parent
£000 £000 £000 £000 £000 £000 £000
Balance at 1 January 2011 61,575 54 2,369 (7,261) 56,737 94 56,831
Shares issued 1,140 - (300) - 840 - 840
Dividend to non-controlling interest (note 10) - - - - - (60) (60)
Disposal of non-controlling interest
without a change in control - - - 108 108 50 158
Total comprehensive income for the year - (149) - 1,175 1,026 24 1,050
Credit to equity of share based payments - - - 213 213 - 213
Balance at 31 December 2011 62,715 (95) 2,069 (5,765) 58,924 108 59,032
Shares issued 14,871 - (124) - 14,747 - 14,747
Total comprehensive income for the year - (76) - 5,256 5,180 31 5,211
Credit to equity of share based payments - - - 359 359 - 359
Balance at 31 December 2012 77,586 (171) 1,945 (150) 79,210 139 79,349 52
Consolidated Statement of Cash Flows
for the year ended 31 December 2012
Note 2012 2011
£000 £000
Cash flows from operating activities
Profit for the year 5,287 1,199
Adjustments for:
Depreciation and amortisation 4 11,390 11,537
Gain on bargain purchase - (636)
Financial income (5) (2)
Financial expense 4,279 4,842
Share of profit of associated undertaking (net of tax) (1,033) (659)
Net gain on sale of property, plant and equipment and asset for resale (1,084) (853)
Equity settled share based payment expenses 359 213
Taxation 507 186
Operating cash flow before changes in working capital and provisions 19,700 15,827
Increase in trade and other receivables (1,421) (8,665)
Decrease/(increase) in inventories 111 (479)
(Decrease)/increase in trade and other payables (2,982) 6,564
Decrease in provisions (910) (466)
Cash generated from operating activities 14,498 12,781
Interest paid (2,668) (2,903)
Interest element of finance lease payments (1,207) (1,687)
Dividend paid to non-controlling interest 10 - (60)
Income taxes paid - (2)
Net cash from operating activities 10,623 8,129
Cash flows used in investing activities
Acquisition of businesses 26 (1,546) (9,770)
Purchase of property, plant and equipment (7,323) (6,711)
Proceeds from sale of asset for resale - 391
Proceeds from sale of property, plant and equipment 6,204 2,609
Proceeds from sale of non-controlling interest 10 - 158
Interest received 5 2
Dividend from associated undertaking 11 938 937
Net cash used in investing activities (1,722) (12,384)
Cash flows from financing activities
Proceeds from the issue of shares (net) 18 14,747 840
Proceeds from new loans raised 1,900 11,000
Repayment of loans (11,789) (5,522)
Repayment of finance lease obligations (6,285) (5,953)
Purchase of financial instrument – derivative (232) -
Net cash from financing activities (1,659) 365
Net increase/(decrease) in cash and cash equivalents 7,242 (3,890)
Cash and cash equivalents at 1 January (2,194) 1,696
Cash and cash equivalents at 31 December 5,048 (2,194)
Cash and cash equivalents 5,048 921
Bank overdraft 15 - (3,115)
Cash and cash equivalents at 31 December 5,048 (2,194)
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 53
Notes to the financial statements
1 Accounting policies
The principal activities of the business are the quarrying of aggregates and the production of added value products, including asphalt
and ready-mixed concrete, collectively known as ‘aggregates’, together with related activities in Great Britain and Jersey. Breedon
Aggregates Limited (the “Company”) is a company domiciled in Jersey. The address of the Company’s registered office is Elizabeth
House, 9 Castle Street, St Helier, Jersey, JE2 3RT. The Company was incorporated on 15 August 2007.
Basis of preparation 
The financial statements were authorised for issue by the Board of Directors on 5 March 2013.
These financial statements consolidate the results of the Company and its subsidiary undertakings and equity account for the Group’s
interest in associates (collectively “the Group”). 
The financial statements have been prepared on a going concern basis based on the assessment made by the Directors as described
in the Directors’ Report on page 37.
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted
by the EU (“Adopted IFRS’s”). The consolidated financial statements have been prepared under the historical cost convention except
where the measurement of balances at fair value is required as set out below.
The preparation of financial statements in conformity with Adopted IFRS’s requires the use of certain critical accounting estimates. It
also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial
statements, are disclosed in note 27.
The accounting policies set out below have, unless otherwise stated, been applied consistently throughout the year presented in this
financial information.
These financial statements are presented in pounds sterling, which is the Group’s functional currency. All financial information
presented in pounds sterling has been rounded to the nearest thousand.
Parent company information has not been provided in accordance with Article 105 (11) of Companies (Jersey) Law 1991.
New IFRS standards and interpretations adopted during 2012
In 2012, the following standard has been endorsed by the EU, became effective and therefore was adopted by the Group:
• Amendment to IAS 12 – Deferred Tax – Recovery of Underlying Assets.
The annual improvement project to IFRS’s provides a vehicle for making non-urgent but necessary amendments to IFRS’s.
Amendments to a number of standards have been adopted.
The adoption of the above standard, amendments and interpretations has not had a material impact on the Group’s financial statements.
New IFRS standards and interpretations not adopted
The IASB and IFRIC have issued additional standards and amendments which are effective for periods starting after the date of these
financial statements. The following standards and amendments have not yet been adopted by the Group:
Effective date 1 July 2012
• Amendments to IAS 1 – Presentation of Items of Other Comprehensive Income
Effective date 1 January 2013
• IFRS 13 – Fair Value Measurement
• Amendments to IFRS 7 – Offsetting Financial Assets and Financial Liabilities
Effective 1 January 2014
• IFRS 10 – Consolidated Financial Statements
• IFRS 11 – Joint Arrangements
• IFRS 12 – Disclosures of Interests in Other Entities
• IAS 27 – Separate Financial Statements
• IAS 28 – Investments in Associates and Joint Ventures
• Amendments to IAS 32 – Offsetting Financial Assets and Financial Liabilities
The Group does not anticipate that the adoption of the above amendments will have a material effect on its financial statements on
initial adoption. 54
Notes to the financial statements
(continued)
1 Accounting policies (continued) 
Basis of consolidation
Subsidiary undertakings are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to
govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting
rights that are currently exercisable or convertible are taken into account. Ordinarily, the Group considers a company a subsidiary when
it holds more than 50% of the shares and voting rights. The financial statements of subsidiary undertakings are included in the Group
financial information from the date that control commences until the date that control ceases.
Associated undertakings are those entities in which the Group holds more than 20% of the shares and voting rights and has significant
influence, but not control, over the financial and operating policies. The Group financial information includes the Group’s share of the
total comprehensive income of associated undertakings on an equity accounted basis, from the date that significant influence
commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associate, the
Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has
incurred legal or constructive obligations or made payments on behalf of an associated undertaking.
Financial instruments
Financial instruments are recognised when the Group becomes a party to the contractual provisions of the instrument. The principal
financial assets and liabilities of the Group are as follows:
Trade receivables and trade payables
Trade receivables and trade payables are initially recognised at fair value and then are stated at amortised cost.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, including bank deposits with original maturities of three months or less.
For the purposes of the Consolidated Statement of Cash Flows, bank overdrafts are also included as they are an integral part of the 
Group’s cash management.
Bank and other borrowings
Interest bearing bank loans and overdrafts and other loans are recognised initially at fair value less attributable transaction costs. All
borrowings are subsequently stated at amortised cost with the difference between initial net proceeds and redemption value
recognised in the Consolidated Income Statement over the period to redemption on an effective interest basis.
Derivative financial instruments
The Group uses financial instruments to manage financial risks associated with the Group’s underlying business activities and the
financing of those activities. The Group does not undertake any trading in financial instruments.
Derivatives are initially recognised at fair value on the date that the contract is entered into and subsequently re-measured in future
periods at their fair value. The gain or loss on the re-measurement of fair value is recognised immediately in profit or loss. However,
where the derivative qualifies for hedge accounting, recognition of the resultant gain or loss depends on the nature of the item being
hedged (see below). 
Interest rate caps are used to hedge the Group’s exposure to movements on interest rates. 
The fair value of interest rate caps is the estimated amount that the Group would receive to terminate the cap at the reporting date,
taking into account current interest rates and the current creditworthiness of the financial derivative counterparties. 
Cash flow hedges
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, the
effective part of any gain or loss on the derivative financial instrument is recognised in the Consolidated Statement of Comprehensive
Income and in the cash flow hedging reserve. Any ineffective portion of the hedge is recognised immediately in the Consolidated
Income Statement.
Amounts recorded in the cash flow hedging reserve are subsequently reclassified to the Consolidated Income Statement when the
interest expense is actually recognised.
To qualify for hedge accounting, the hedging relationship must meet several conditions with respect to documentation, probability of
occurrence, hedge effectiveness and reliability of measurement. At the inception of the transaction, the Group documents the
relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking
the hedge transaction. This process includes linking all derivatives designated as hedges to specific assets and liabilities or to specific
firm commitments or forecast transactions. The Group also documents its assessment, at hedge inception and on an annual basis, as
to whether the derivatives that are used in hedging transactions have been, and are likely to continue to be, effective in offsetting
changes in fair value or cash flows of hedged items.
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 55
1 Accounting policies (continued) 
Minerals reserves and resources
Mineral reserves and resources are stated at cost and are depreciated based on the physical unit-of-production method over their
estimated commercial lives. 
The value of mineral reserves and resources recognised as a result of business combinations is based on fair value.
Costs incurred to gain access to mineral reserves and resources are capitalised and depreciated over the life of the quarry, which is
based on the estimated tonnes of raw material to be extracted from the reserves.
Property, plant and equipment
Items of property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.
Leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance
leases. Leased assets acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the present
value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses. Lease
payments are accounted for as described below.
Depreciation is charged to the Consolidated Income Statement on a straight-line basis over their estimated useful lives to write off the
cost or deemed cost of assets. The estimated useful lives are as follows:
• Freehold buildings - 50 years
• Long leasehold land and buildings - life of the lease
• Fixtures and fittings - 10 years
• Office equipment - 3-5 years
• Fixed plant - 20 years
• Loose plant and machinery - 5-10 years
• Motor vehicles - 4-10 years
No depreciation is provided on freehold land.
Intangible assets and goodwill
The Group measures goodwill as the fair value of the purchase consideration transferred including the recognised amount of any non-
controlling interest in the acquiree, less the fair value of the identifiable assets acquired and liabilities assumed, all measured as of the
acquisition date. Fair value adjustments are always considered to be provisional at the first reporting date after the acquisition to allow
the maximum time to elapse for management to make a reliable estimate.
The Group measures non-controlling interests at a proportionate share of the recognised amount of the identifiable net assets at the
acquisition date.
Goodwill arising on the acquisition of subsidiary undertakings is recognised as an asset in the Consolidated Statement of Financial
Position and is subject to annual impairment review. Goodwill arising on the acquisition of associated undertakings is included within
the carrying value of the investment. When the excess is negative, a gain on bargain purchase is recognised immediately in the
Consolidated Income Statement.
Other intangible assets that are acquired by the Group as part of a business combination are stated at cost less accumulated
amortisation and impairment losses. Cost reflects management’s judgement of the fair value of the individual intangible asset
calculated by reference to the net present value of future economic benefits accruing to the Group from the utilisation of the asset,
discounted at an appropriate discount rate. Other intangibles arising on the acquisition of associated undertakings are included within
the carrying value of the investment.
Amortisation is based on the useful economic lives of the assets concerned, currently being the consumption of economic benefits
over a period up to ten years.
Impairment
The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets (see separate accounting
policies), are reviewed at each reporting date to determine whether there is any indication of impairment. Impairment reviews are
undertaken at the level of each significant cash generating unit, which is no larger than an operating segment as defined by IFRS 8 -
Operating Segments. If any such indication exists then the asset’s recoverable amount is estimated.  56
Notes to the financial statements
(continued)
1 Accounting policies (continued) 
Impairment (continued)
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. 
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are
assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if
there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the
extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
Non-current assets held exclusively with a view to resale
Non-current assets acquired exclusively with a view to subsequent disposal are classified as assets held for resale at the acquisition
date only where all criteria set out in IFRS 5 are satisfied within a short period following the acquisition. When acquired as part of a
business combination, non-current assets acquired exclusively with a view to subsequent disposal are initially measured at fair value
less costs to sell. Subsequently, these non-current assets are measured at the lower of their current carrying value and current fair
value less costs to sell. Subsequent gains or losses on re-measurement are recognised in the Consolidated Income Statement. Gains
are not recognised in excess of any cumulative loss.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on the first-in first-out principle and includes
expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured
inventories and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.
Retirement benefits
Obligations for contributions to defined contribution pension plans are recognised as an expense in the Consolidated Income
Statement as incurred.
Provisions
Restoration provisions
The Group provides for the costs of restoring a site where a legal or constructive obligation exists. The cost of raising a provision
before exploitation of the raw materials has commenced is included in property, plant and equipment and depreciated over the life of
the site. The effect of any adjustments to the provision due to further environmental damage is recorded through operating costs over
the life of the site to reflect the best estimate of the expenditure required to settle the obligation at the end of the reporting period.
Changes in the measurement of a provision that result from changes in the estimated timing or amount of cash outflows, or a change
in the discount rate, are added to, or deducted from, the cost of the related asset. All provisions are discounted to their present value at
a rate that reflects current market assessments of the time value of money and the risks specific to the liability.
Property related provisions
A provision is recognised in the Consolidated Statement of Financial Position when the Group has a present legal or constructive
obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation.
Provisions are determined by discounting the expected future cash flows at a rate that reflects current market assessments of the
time value of money and the risks specific to the liability.
Revenue
Revenue from the sale of goods and services represents the amount (excluding value added and sales taxes) invoiced to third party
customers, net of returns and trade discounts. Revenue is recognised by the Group when the significant risks and rewards associated
with the transaction have been transferred to the customers and the amount of revenue can be measured reliably. The timing of the
transfers of risks and rewards varies depending on the individual terms of the contract of sale. Usually transfer occurs when products
have been delivered to, or picked up by, the customer or by reference to the degree of completion for the supply of contracting services.
Expenses
Operating lease payments
Payments made under operating leases are recognised in the Consolidated Income Statement on a straight-line basis over the term of
the lease. Lease incentives received are recognised in the Consolidated Income Statement as an integral part of the total lease expense.
Finance lease payments
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance
charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance
of the liability.
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 57
1 Accounting policies (continued) 
Expenses (continued)
Financial income and expense
Financial income and expense comprises interest payable, finance charges, finance lease charges, interest receivable on funds
invested, and gains and losses on hedging instruments that are recognised in the Consolidated Income Statement.
Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. 
Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the Consolidated Income
Statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable profit for the year. Taxable profit differs from net profit as reported in the
Consolidated Income Statement because it excludes items of income or expense that are not taxable or deductible. The Group’s
liability for current tax is calculated using tax rates enacted or substantively enacted at the reporting date and any adjustment to tax
payable in respect of previous years.
Deferred tax
Deferred tax is provided in full using the Statement of Financial Position liability method and represents the tax expected to be payable
or recoverable on the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax
purposes; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business
combination; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable
future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of
assets and liabilities using tax rates enacted or substantively enacted at the reporting date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the
asset can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is
no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group
intends to settle its current tax assets and liabilities on a net basis.
Share based transactions
Equity-settled share based payments to Directors, key employees and others providing similar services are measured at the fair value
of the equity instruments at the grant date.
The fair value is expensed, with a corresponding increase in equity, on a straight line basis over the period that the employees become
unconditionally entitled to the awards. At each Statement of Financial Position date, the Group revises the amount recognised as an
expense to reflect the number of awards for which the related service and non-market performance conditions are expected to be met,
such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-
market performance conditions at the vesting date. For share based payment awards with non-vesting conditions, the grant date fair
value of the share based payment is measured to reflect such conditions and there is no true-up for differences between expected and
actual outcomes.
Dividends
Dividends are recognised as a liability in the period in which they are approved by the Company’s shareholders. 58
Notes to the financial statements
(continued)
2 Segmental analysis
Segmental information is presented in respect of the Group’s business segments in line with IFRS 8 - Operating Segments which
requires segmental information to be presented on the same basis as it is viewed internally. The Group’s Board of Directors,
considered as the Group’s “Chief Operating Decision Maker” views the business on a geographical basis. As such, two operating
segments (England and Scotland) have been identified as reportable segments. A description of the activities of each segment is
included on pages 6 and 7. There are no other operating segments. The majority of revenues are earned from the sale of aggregates,
related products and services.
Income statement
2012 2011
Revenue EBITDA* Revenue EBITDA*
£000 £000 £000 £000
England 91,278 11,562 86,158 9,090
Scotland 82,179 11,345 82,730 10,316
Central administration and Group properties - (2,724) - (2,343)
Group 173,457 20,183 168,888 17,063
*EBITDA represents underlying EBITDA before share of profit from associated undertaking.
Reconciliation to reported profit
Group profit as above 20,183 17,063
Depreciation (11,343) (11,375)
Non-underlying items (note 3) 195 (122)
Group operating profit 9,035 5,566
Share of profit of associated undertaking 1,033 659
Net financial expense (4,274) (4,840)
Profit before taxation 5,794 1,385
Taxation (507) (186)
Profit for the year 5,287 1,199
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 59
2 Segmental analysis (continued)
Statement of financial position
2012 2011
Total Total Total Total
assets liabilities assets liabilities
£000 £000 £000 £000
England 101,788 (17,707) 103,817 (20,154)
Scotland 82,837 (15,570) 85,223 (15,498)
Central administration and Group properties 7,951 (4,352) 7,940 (5,052)
Total operations 192,576 (37,629) 196,980 (40,704)
Deferred tax - (1,540) - (1,059)
Net debt 5,048 (79,106) 921 (97,106)
Total Group 197,624 (118,275) 197,901 (138,869)
Net assets 79,349 59,032
Scotland total assets include £887,000 (2011: £792,000) in respect of investments in associated undertakings.
Analysis of depletion, depreciation, amortisation and capital expenditure
Mineral Depreciation Amortisation Additions
depletion of intangible to property,
assets plant and
equipment
£000 £000 £000 £000
2012
England 1,350 4,191 2 5,861
Scotland 802 4,995 45 2,618
Central administration and Group properties -5 - -
Total 2,152 9,191 47 8,479
2011
England 1,490 3,770 1 4,804
Scotland 860 5,243 161 2,289
Central administration and Group properties - 12 - -
Total 2,350 9,025 162 7,093
Additions to property, plant and equipment and other intangible assets exclude additions in respect of business combinations (note 26). 60
Notes to the financial statements
(continued)
3 Non-underlying items
As required by IFRS 3 - Business Combinations, acquisition costs have been expensed as incurred. Additionally, the Group incurred
redundancy costs in respect of the reorganisation of parts of the businesses. Non-underlying items also include property items,
impairments, the amortisation of acquisition intangible assets, changes in the fair value of financial instruments, a gain on bargain
purchase and related tax items.
2012 2011
£000 £000
Included in administrative expenses:
Redundancy costs (382) (522)
Acquisition costs (168) (161)
Gain on property disposals 153 156
Loss on disposal of asset for resale - (69)
Release of provision for environmental and planning 639 -
Amortisation of other intangible assets (47) (162)
195 (758)
Gain on bargain purchase (note 26) - 636
Total non-underlying items (pre-tax) 195 (122)
Non-underlying taxation 885 130
Total non-underlying items (after tax) 1,080 8
The release of provision for environmental and planning relates to a provision created on acquisition in 2011. The current year credit in
respect of non-underlying taxation principally comprises an amount in respect of the agreement of prior year items.
4 Expenses and auditor’s remuneration
2012 2011
£000 £000
Group operating profit has been arrived at after charging/(crediting)
Depreciation of property, plant and equipment:
Owned assets 8,357 7,785
Assets held under finance lease 2,986 3,590
Amortisation of other intangible assets 47 162
Gain on sale of property (153) (156)
Gain on sale of plant and equipment (931) (766)
Loss on disposal of asset for resale - 69
Operating lease rentals:
Plant, equipment and vehicles 602 204
Other 924 859
Auditor’s remuneration
2012 2011
£000 £000
Audit of the Company’s annual accounts 11 11
Audit of the Company’s subsidiary undertakings 113 112
Services relating to corporate finance transactions 8 20
Taxation compliance services 42 40
Taxation advisory services 45 48
Other non-audit services 110 114
329 345
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 61
5 Remuneration of key management, staff numbers and costs
Details of the remuneration received by key management is summarised below:
2012 2011
£000 £000
Salaries and short term employee benefits 1,074 932
Directors’ fees 527 462
Post employment benefits 10 37
Equity-settled share based payments (note 19) 14 14
1,625 1,445
The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows:
Number of employees
2012 2011
England 395 346
Scotland 406 405
Central administration 4 4
805 755
The aggregate payroll costs of these persons were as follows:
2012 2011
£000 £000
Wages and salaries 25,400 23,244
Social security costs 2,611 2,406
Other pension costs 1,262 1,101
Equity-settled share based payments (note 19) 345 199
29,618 26,950
6 Financial income and expense
2012 2011
£000 £000
Interest income – bank deposits 5 2
Financial income 5 2
Interest expense – bank loans and overdrafts (2,778) (2,900)
Amortisation of prepaid bank arrangement fee (128) (123)
Interest expense – other - (5)
Interest expense – finance leases (1,207) (1,687)
Unwinding of discount on provisions (166) (127)
Financial expense (4,279) (4,842) 62
Notes to the financial statements
(continued)
7 Taxation
Recognised in the Consolidated Income Statement
2012 2011
£000 £000
Current tax expense - -
Adjustments in respect of prior years - (3)
Total current tax - (3)
Deferred tax expense
Origination and reversal of temporary differences
Current year 1,435 189
Prior year (928) -
Total tax charge in the Consolidated Income Statement 507 186
Taxation on items taken directly to Other Comprehensive Income
2012 2011
£000 £000
Deferred tax expense
Relating to cash flow hedges (31) (52)
Reconciliation of effective tax rate
2012 2011
£000 £000
Profit before taxation 5,794 1,385
Tax at the Company’s domestic rate of 0%* - -
Effect of tax rates in foreign jurisdictions* 1,664 514
Expenses not deductible for tax purposes 122 103
Gain on bargain purchase not taxable - (169)
Income from associate already taxed (253) (175)
Effect of change in rate (98) (84)
Adjustment in respect of prior years (928) (3)
Tax charge 507 186
* The Company is resident in Jersey and has a zero percent tax rate. The Group has subsidiary operations in the UK which pay tax at a
higher rate of 24.5% (2011: 26.5%).
The 2012 Budget on 21 March 2012 announced that the UK corporation tax rate will reduce to 22% by 2014, and the December 2012
Autumn Statement announced a planned further reduction to 21% by 2014.  A reduction in the rate from 26% to 25% (effective from 1
April 2012) was substantively enacted on 5 July 2011, and further reductions to 24% (effective from 1 April 2012) and 23% (effective
from 1 April 2013) were substantively enacted on 26 March 2012 and 3 July 2012 respectively.   
This will reduce the Group's future current tax charge accordingly.  The deferred tax liability at 31 December 2012 has been calculated
based on the rate of 23% substantively enacted at the balance sheet date.  
It has not yet been possible to quantify the full anticipated effect of the announced further 2% rate reduction, although this will further
reduce the Group's future current tax charge and reduce the Group's deferred tax liability accordingly.
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 63
8 Property, plant and equipment 
Mineral Plant,
reserves Land and equipment
and resources buildings and vehicles Total
£000 £000 £000 £000
Cost
Balance at 1 January 2011 69,473 22,296 58,621 150,390
Acquisitions through business combinations (see note 26) 5,080 5,395 2,236 12,711
Additions 557 426 6,110 7,093
Disposals - (1,978) (1,604) (3,582)
Balance at 31 December 2011 75,110 26,139 65,363 166,612
Balance at 1 January 2012 75,110 26,139 65,363 166,612
Acquisitions through business combinations (see note 26) 479 12 404 895
Additions 1,509 225 6,745 8,479
Disposals (51) (3,618) (2,983) (6,652)
Balance at 31 December 2012 77,047 22,758 69,529 169,334
Depreciation 
Balance at 1 January 2011 550 160 2,864 3,574
Depreciation charge for the year 2,350 512 8,513 11,375
Disposals - - (321) (321)
Balance at 31 December 2011 2,900 672 11,056 14,628
Balance at 1 January 2012 2,900 672 11,056 14,628
Depreciation charge for the year 2,152 492 8,699 11,343
Disposals - (248) (1,284) (1,532)
Balance at 31 December 2012 5,052 916 18,471 24,439
Net book value
At 31 December 2011 72,210 25,467 54,307 151,984
At 31 December 2012 71,995 21,842 51,058 144,895
Leased plant and machinery
At 31 December 2012, the net carrying amount of leased plant and machinery was £19,024,000 (2011: £22,228,000). Depreciation
charged on these assets in the year was £2,986,000 (2011: £3,590,000). Details of finance lease obligations are set out in note 15.
Depreciation
Depreciation is recognised in the following line items in the Consolidated Income Statement:
2012 2011
£000 £000
Cost of sales 10,784 11,135
Administration expenses 559 240
11,343 11,375
Security
All mineral reserves and resources, and land and buildings are pledged as security for bank loans and borrowings with Barclays Bank
PLC as security agent for the Group’s lenders. 64
Notes to the financial statements
(continued)
9 Intangible assets 
Goodwill Other Total
£000 £000 £000
Cost
At 1 January 2011 1,449 419 1,868
Additions -20 20
At 31 December 2011 1,449 439 1,888
At 1 January 2012 1,449 439 1,888
Additions 694 - 694
At 31 December 2012 2,143 439 2,582
Amortisation 
At 1 January 2011 -78 78
Amortisation for the year - 162 162
At 31 December 2011 - 240 240
At 1 January 2012 - 240 240
Amortisation for the year -47 47
At 31 December 2012 - 287 287
Net book value
At 31 December 2011 1,449 199 1,648
At 31 December 2012 2,143 152 2,295
Other intangible assets relate to acquisition intangibles, being the fair value of certain customer lists and contracts acquired as part of
acquisitions. These intangible assets are being amortised over the anticipated life of the underlying customer list or contract as
appropriate, with the amortisation charge being recognised in non-underlying administrative expenses in the Consolidated Income
Statement.
Impairment tests for cash-generating units containing goodwill
Goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual basis, or more frequently if
there are indications that the goodwill may be impaired. Goodwill is allocated to groups of cash generating units according to the level
at which management monitor that goodwill. At 31 December 2012, goodwill of £1,449,000 (2011: £1,449,000) has been allocated to
Scotland and £694,000 (2011: £nil) has been allocated to England. 
For impairment testing, the recoverable amount of goodwill attaching to cash generating units is determined using value in use
calculations. These calculations use cash flow projections based on actual operating results and budgeted forecasts for 2013 extrapolated
forward for a 30 year period, reflecting the long term nature of the underlying assets, assuming a 1.5% (2011: 2.5%) annual growth rate,
based on management’s estimate of the industry’s revenue and cost growth discounted at a pre-tax rate of 10.0% (2011: 10.0%) and a
post-tax rate of 8.5% (2011: 8.5%). Directors estimate discount rates reflecting current market assessment of the time value of money
and the risks specific to the cash generating units. The Directors have determined that there has been no impairment.
The Group has applied sensitivities to assess whether any reasonable possible changes in assumptions could cause an impairment that
would be material to these consolidated financial statements and no such impairments were identified.
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 65
10 Principal Group companies
The principal undertakings in which the Group’s interest at the year end was more than 20% were as follows:
Country of Percentage of Principal
incorporation ordinary shares held activity
Subsidiary undertakings
Ordinary shares held directly
Marwyn Materials Investments Limited Jersey 100% Holding company
Ordinary shares held indirectly
Breedon Aggregates England Limited England 100% Production and sale of aggregates
Breedon Aggregates Scotland Limited Scotland 100% Production and sale of aggregates
Breedon Group Services Limited England 100% Service company
Breedon Properties Limited England 100% Property holding company
Breedon Holdings Limited England 100% Service company
Alba Traffic Management Limited Scotland 75% Traffic management
Associated undertaking
Ordinary shares held indirectly
BEAR Scotland Limited Scotland 37.5% Road maintenance contracting
Disposal of non-controlling interests
On 12 April 2011, the Group sold a 15% stake in Alba Traffic Management Limited (“Alba”) to the management of that company for
£158,000, reducing the Group’s shareholding from 90% to 75%. The carrying amount of the net assets on the date of disposal was
£334,000. As such, in the prior year, the Group recognised an increase in non-controlling interests of £50,000 and an increase in
retained earnings of £108,000. Additionally, immediately prior to disposal, a dividend was declared by Alba of which £60,000 was paid
to the non-controlling interest.
11 Investment in associated undertaking
Shares
£000
Carrying value
At 1 January 2011 1,070
Share of profit of associated undertaking (net of tax) 659
Dividends received (937)
At 31 December 2011 792
At 1 January 2012 792
Share of profit of associated undertaking (net of tax) 1,033
Dividends received (938)
At 31 December 2012 887
Summary financial information on associated undertaking – 100%:
Assets Liabilities Equity Revenues Net profit
£000 £000 £000 £000 £000
2012
BEAR Scotland Limited 11,252 (8,887) 2,365 50,694 2,754
2011
BEAR Scotland Limited 11,701 (9,589) 2,112 59,434 1,757 66
Notes to the financial statements
(continued)
12 Deferred tax
1 January Acquisitions Recognised Recognised 31 December
2011 (note 26) in income in equity 2011
£000 £000 £000 £000 £000
Property, plant and equipment (3,297) (621) (1,257) - (5,175)
Intangible assets (100) - 55 - (45)
Financial instruments – derivatives (20) - - 52 32
Working capital and provisions 3,098 - (650) - 2,448
Tax value of loss carry-forwards 18 1,663 - 1,681
(301) (621) (189) 52 (1,059)
1 January Acquisitions Recognised Recognised 31 December
2012 (note 26) in income in equity 2012
£000 £000 £000 £000 £000
Property, plant and equipment (5,175) (17) (503) - (5,695)
Intangible assets (45) - 14 - (31)
Financial instruments – derivatives 32 - - 31 63
Working capital and provisions 2,448 - 357 - 2,805
Tax value of loss carry-forwards 1,681 12 (375) - 1,318
(1,059) (5) (507) 31 (1,540)
There are no unrecognised deferred tax assets (2011: £nil).
13 Inventories
2012 2011
£000 £000
Raw materials and consumables 3,801 3,956
Finished goods and goods for resale 4,247 4,045
8,048 8,001
Inventories (being directly attributable costs of production) of £117,307,000 (2011: £121,729,000) were expensed in the year.
14 Trade and other receivables
2012 2011
£000 £000
Trade receivables 32,897 31,330
Trade receivables due from associated undertaking (note 23) 535 349
Other receivables and prepayments 2,994 2,868
Financial instruments - derivatives 25 8
36,451 34,555
The derivatives represent the fair value of interest rate caps. 
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 67
15 Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings. Note 20 provides
more information about the Group’s exposure to interest rate risk.
2012 2011
£000 £000
Non-current liabilities
Secured bank loans 62,822 72,607
Finance lease liabilities 11,468 16,262
74,290 88,869
Current liabilities
Secured overdrafts - 3,115
Current portion of finance lease liabilities 4,816 5,122
4,816 8,237
The bank loans and overdrafts carry a rate of interest of 3% above LIBOR and are secured on the freehold and leasehold properties and
other assets of the Company and its subsidiary undertakings and have a final repayment date of 5 September 2015.
Finance lease liabilities
Finance lease liabilities are payable as follows:
2012 2011
Minimum Minimum
lease lease
payments Interest Principal payments Interest Principal
£000 £000 £000 £000 £000 £000
Less than one year 5,948 1,132 4,816 6,500 1,378 5,122
Between one and five years 13,453 1,985 11,468 19,126 3,344 15,782
More than five years --- 490 10 480
19,401 3,117 16,284 26,116 4,732 21,384
Finance leases are secured on the underlying asset and are for periods of up to 5 years.
Net debt
2012 2011
£000 £000
Net debt comprises the following items:
Cash and cash equivalents 5,048 921
Current borrowings (4,816) (8,237)
Non-current borrowings (74,290) (88,869)
(74,058) (96,185)
16 Trade and other payables
2012 2011
£000 £000
Trade payables 17,716 18,172
Other payables and accrued expenses 8,145 10,249
Other taxation and social security costs 5,174 4,945
31,035 33,366 68
Notes to the financial statements
(continued)
17 Provisions
Restoration Other Total
£000 £000 £000
At 1 January 2011 3,908 2,328 6,236
Amounts arising from business combinations (note 26) 802 639 1,441
Utilised during the year (67) (399) (466)
Unwinding of discount 127 - 127
At 31 December 2011 4,770 2,568 7,338
At 1 January 2012 4,770 2,568 7,338
Utilised during the year (115) (156) (271)
Released to income statement - (639) (639)
Unwinding of discount 166 - 166
At 31 December 2012 4,821 1,773 6,594
Included in provisions is £123,000 (2011: £166,000) in respect of current amounts and £6,471,000 (2011: £7,172,000) in respect of
non-current amounts.
Restoration provisions, which are all non-current, principally comprise provisions for the cost of restoring sites subject to extraction
where an obligation arises so as to comply with contractual, environmental, planning and other legislation. The obligation is calculated
on a site by site basis and is regularly reviewed to ensure it is adequate. The obligation has been discounted and will be settled through
to the end of the production lives of the related quarries which is not anticipated to result in a cash outflow within the next 12 months.
Other provisions comprise provisions for continued obligations for dilapidations, environmental and planning requirements and onerous
leases. These obligations will be settled within the normal operating cycle.
18 Capital and reserves
Stated capital
Number of ordinary shares
2012 2011
Issued ordinary shares at beginning of year 561,005,454 554,003,167
Issued in connection with:
Placing 83,333,335 -
Exercise of savings related share options 40,699 -
Exercise of warrants 2,891,426 7,002,287
647,270,914 561,005,454
The Company has no limit to the number of shares which may be issued. The ordinary shares have no par value. All issued shares are
fully paid.
The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at meetings of the
Company.
On 24 April 2012, the Company issued 83,333,335 ordinary shares of no par value at 18.0 pence per share wholly for cash, raising a
total of £15,000,000 before expenses and £14,394,000 after expenses.
On 5 July 2012, the Company issued 2,891,426 ordinary shares of no par value at 12.0 pence per share, raising £347,000, in settlement
of the exercise of certain warrants issued in September 2010 as part of the reverse takeover of Breedon Holdings Limited.
During the year, the Company issued 40,699 ordinary shares of no par value, raising £6,000, in connection with the exercise of certain
savings related share options.
On 2 June 2011, the Company issued 7,002,287 ordinary shares of no par value at 12.0 pence per share in settlement of the exercise
of certain warrants issued in September 2010 as part of the reverse takeover of Breedon Holdings Limited.
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 69
18 Capital and reserves (continued)
Cash flow hedging reserve
The hedging reserve comprises the effective portion of the cumulative net charge in the fair value of cash flow hedged instruments
related to hedged transactions which have not yet occurred.
Capital reserve
The capital reserve at 31 December 2012 comprised the fair value of warrants to subscribe for 45,372,954 (2011: 48,264,380) ordinary
shares in the Company at 12.0 pence per share. A total of 55,266,667 warrants were issued on 6 September 2010 as part of the
consideration for the acquisition of Breedon Holdings Limited and were valued at fair value at acquisition using a modified Black Scholes
model at a value of £2,369,000. They are exercisable at any time until 2 September 2017. During 2012, warrants over 2,891,426 (2011:
7,002,287) ordinary shares were exercised and, accordingly, £124,000 (2011: £300,000) was transferred to stated capital.
19 Employee benefits
Pension plans
In the period to 5 April 2011, the Group contributed to a trust based defined contribution scheme, the Ennstone Group Pension
Scheme (the “Ennstone Scheme”). This Scheme was closed on 5 April 2011 and since that date the Group has contributed to the
Breedon Aggregates Group Personal Pension Plan (the “Breedon Scheme”) which is a contract based defined contribution scheme.
The pension costs charged during the year were £nil (2011: £181,000) in respect of the Ennstone Scheme and £1,262,000 (2011:
£920,000) in respect of the Breedon Scheme.
Contributions outstanding to the Breedon Scheme at 31 December 2012 amounting to £103,000 (2011: Breedon Scheme £110,000)
are included in payables.
Share based payments
2012 2011
£000 £000
Management participation shares 14 14
Performance share plan shares 243 142
Share options 88 43
Employee share based payments (note 5) 345 199
Marwyn participation shares 14 14
Total share based payments 359 213
Participation Shares
Under share based payment arrangements established by the Group to incentivise Directors, key employees and others providing
similar services, Participation Shares were issued in 2008, via the Company’s subsidiary, Marwyn Materials Investments Limited, to
Directors and key employees (“Management Participation Shares”) and Marwyn Management Partners LP ,  a related party (“Marwyn
Participation Shares”); together “the Participation Shares”.
On being offered, the Company may purchase the Participation Shares either for cash or for the issue of new ordinary shares at its
discretion. The Company’s intention is to settle these through the issue of new ordinary shares. The value of the Participation Shares is
discussed below. The Participation Shares may only be sold on this basis if both the Growth and Vesting Conditions have been
satisfied. If these conditions have not been satisfied the Participation Shares must be sold to the Company for a nominal amount.
Details of the Participation Shares outstanding at the year end are shown below. None of the Participation Shares were forfeited,
exercised or expired during the year.
Growth Condition
The Growth Condition is that the compound annual growth of the Company’s equity value must be at least 12.5% per annum. The
Growth Condition takes into account new shares issued, dividends and capital returned to Shareholders.
Vesting Condition
The Participation Shares are subject to a vesting period ending on 6 September 2013. If however, the Growth Condition is not met on 6
September 2013, it will be extended to 6 September 2015, or if earlier, when the Growth Condition is met at the discretion of the
Participation Shareholder. The vesting period will also end on the sale or change of control of the Company. 70
Notes to the financial statements
(continued)
19 Employee benefits (continued)
Value
Subject to the provisions detailed above, the Management Participation Shares and Marwyn Participation Shares can each be sold to
the Company for an aggregate value equivalent to 10% of the increase in “Shareholder Value” in the Company. Shareholder Value is
broadly defined as the increase in market capitalisation of all ordinary shares of the Company issued up to the date of sale, allowing for
any dividends and other capital movements.
Management Participation Shares
Under a management incentive scheme, 10,000 Management Participation Shares have been created and Directors have been allotted
and purchased a number of those shares, as shown in the table below.
Management Participation Shares issued to Directors:
Participation in Issue Price Number of Nominal Value
increase in Participation of Participation
Shareholder Shares Shares
Value
Peter Tom 4% £0.50 2,000 £1,000
Simon Vivian 4% £0.50 2,000 £1,000
Ian Peters 2% £0.50 1,000 £500
5,000 £2,500
Marwyn Participation Shares
The Group has entered into a performance participation agreement with Marwyn Management Partners LP (“Marwyn”) under which
Marwyn has agreed to assist the Company in meeting its business strategy. In exchange, the Group has issued Participation Shares to
Marwyn, a related party, as shown in the table below:
Participation in Issue Price Number of Nominal Value
increase in Participation of Participation
Shareholder Shares Shares
Value
Marwyn Management Partners LP 10% £0.10 10,000 £1,000
David Williams, a Director of the Company, by reason of his previous role at Marwyn, retains an indirect interest in the Marwyn
Participation Shares.
Valuation of Participation Shares
When the Participation Shares were issued, the Company was an unlisted shell-company and had not entered into any transactions up
to that date other than the issue of 2 ordinary shares for £2. The fair value estimation placed on the Participation Shares took into
account the lack of trading history of the Company and the absence of any deals or transactions to date. The total amount paid for the
Participation Shares, being the nominal value of £3,500, was considered to be the best estimation of the fair value. On modification in
2010, the fair value of the Participation Shares was calculated using a binomial valuation model both immediately prior to and
immediately after the modification. The increase in the fair value amounted to £93,000 which will be recognised over the period to 6
September 2013. In the current year, £28,000 (2011: £28,000) has been recognised as an expense in the Consolidated Income
Statement in respect of Participation Shares.
The binomial valuation model uses the following assumptions:
Date of modification April 2010
Share price at modification date 15 pence
Exercise price Nil
Hurdle rate 12.5%
Expected volatility 16.3%
Risk free rate 1.0%
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 71
19 Employee benefits (continued)
Performance Share Plan
On 23 May 2011, the Group adopted the Breedon Aggregates Performance Share Plan (the “PSP”) as a means of attracting, rewarding,
motivating and retaining certain key senior employees. Under the PSP , awards may be granted as conditional shares or as nil paid (or
nominal) cost options. Awards will normally vest three years after grant subject to satisfaction of the Performance Condition. 
On 23 May 2011, the Group granted conditional awards over 6,979,451 shares under the PSP (the “Initial Award”). No PSP awards were
forfeited, exercised or expired during the year.
Performance Condition
The Performance Condition applicable to the Initial Award is that the average annual growth in the Company’s total shareholder return
over the Performance Period must be at least 12.5% per annum.
Performance Period
The Performance Period applicable to the Initial Award is the period starting on 6 September 2010 and ending on or after 6 September
2013 but no later than 6 September 2015.
Valuation of PSP awards
The fair value of PSP awards was calculated using a binomial model which valued the awards at £730,635 which will be recognised
over the period to 6 September 2013. In 2012, £243,000 (2011: £142,000) has been recognised as an expense in the Consolidated
Income Statement in respect of PSP awards.
The binomial valuation model uses the following assumptions:
Date of grant May 2011
Share price at date of grant 16.13 pence
Total shares under award 6,979,451
Expected volatility 40%
Risk-free rate 2.41%
Expected term 3.65 years
Sharesave Scheme
During the year, the Group operated a savings related share option scheme open to all employees (the “Breedon Sharesave Scheme”).
The number and weighted average exercise prices of options granted under the Breedon Sharesave Scheme are as follows:
Weighted Number
average of options
exercise price
At 1 January 2011 --
Granted during the year 15.7p 5,306,968
Lapsed during the year 15.7p (190,880)
At 31 December 2011 15.7p 5,116,088
At 1 January 2012 15.7p 5,116,088
Granted during the year 15.6p 2,512,092
Exercised during the year 15.2p (40,699)
Lapsed during the year 15.6p (782,313)
At 31 December 2012 15.7p 6,805,168 72
Notes to the financial statements
(continued)
19 Employee benefits (continued)
Sharesave Scheme (continued)
Details of share options outstanding at 31 December were as follows:
Number Exercise Exercise 
2012 2011 Price period
Breedon Sharesave Scheme 2,199,617 2,430,107 16.4p 1 May 2014 to 31 October 2014
Breedon Sharesave Scheme 2,343,387 2,685,981 15.0p 1 May 2016 to 31 October 2016
Breedon Sharesave Scheme 684,467 - 16.6p 1 May 2015 to 31 October 2015
Breedon Sharesave Scheme 1,577,697 - 15.2p 1 May 2017 to 31 October 2017
6,805,168 5,116,088
The fair value of services received in return for share options granted is measured based on a modified Black Scholes Valuation Model
using the following assumptions:
3 year options 5 year options 3 year options 5 year options
Granted 2012 Granted 2012 Granted 2011 Granted 2011
Fair value at measurement date 6.0p 7.7p 3.2p 5.3p
Share price at date of grant 20.5p 20.5p 17.5p 17.5p
Exercise price 16.6p 15.2p 16.4p 15.0p
Expected volatility 27.93% 25.64% 18.69% 18.69%
Option life 3 years 5 years 3 years 5 years
Expected dividend yield 0% 0% 0% 0%
Risk free interest rate 0.55% 1.05% 1.80% 1.80%
20 Financial instruments
The Group has exposure to the following risks from its use of financial instruments:
• Credit risk
• Liquidity risk
• Market risk
This note presents information about the Group’s exposure to each of the above risks and the Group’s objectives, policies and processes
for measuring and managing these risks.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits
and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures,
aims to develop a disciplined and constructive control environment in which all employees understand their role and obligations.
Treasury activities are managed on a Group basis under policies and procedures approved and monitored by the Board. These are
designed to reduce the financial risks faced by the Group which primarily relate to movements in interest rates. Where appropriate, the
Group uses financial instruments to manage these risks. No speculative use of derivatives, currency or other instruments is permitted.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises from cash and cash equivalents, derivative financial instruments and, principally, from the Group’s receivables
from customers.
Management has a credit policy in place and exposure to credit risk is monitored on an ongoing basis. The Group has credit insurance
covering the majority of its private sector customers. At the reporting date, there were no significant concentrations of credit risk.
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 73
20 Financial instruments (continued)
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the
reporting date was:
Carrying amount
2012 2011
£000 £000
Receivables 36,426 34,547
Financial instruments - derivatives 25 8
Cash and cash equivalents 5,048 921
41,499 35,476
Credit risk associated with cash balances and derivative financial instruments is managed by transacting with financial institutions with
high quality credit ratings. Accordingly, the Group’s associated credit risk is limited.
The maximum exposure to credit risk for trade receivables at the reporting date by geographic region, being reportable segments, was:
Carrying amount
2012 2011
£000 £000
England 16,778 17,088
Scotland 16,119 14,242
32,897 31,330
Management consider that the credit quality of the various receivables is good in respect of the amounts outstanding. The Group has
no individually significant customers. The majority of the Group’s customers are end-user customers. The Group credit insurance
covers the majority of its private sector UK trade receivables subject to an aggregate first loss. The Group has fully provided for all its
doubtful debt exposure. The credit risk is therefore considered to be low.
The ageing of trade receivables at the reporting date was:
2012 2011
Gross Impairment Gross Impairment
£000 £000 £000 £000
Not past due 28,703 - 27,516 -
Past due 0-30 days 2,375 - 2,217 -
Past due 31-60 days 870 - 558 -
Past due more than 60 days 1,711 (762) 1,970 (931)
33,659 (762) 32,261 (931)
The movement in provisions for impairments of trade receivables are as follows:
2012 2011
£000 £000
At 1 January 931 995
Charged to the Consolidated Income Statement during the year 302 281
Utilised during the year (471) (345)
At 31 December 762 931 74
Notes to the financial statements
(continued)
20 Financial instruments (continued)
Liquidity risk
Liquidity risk is the risk that the Group does not have sufficient financial resources to meet its obligations as they fall due. The Group
manages liquidity risk by continuously monitoring forecasts and cash flows and negotiating appropriate bank facilities. The Group uses
term and revolving bank facilities and sufficient headroom is maintained above peak requirements to meet unforeseen events.
The following are the contractual maturities of financial liabilities, including estimated interest payments at current rates:
31 December 2012
Carrying Contractual Within One to More than
amount cash flows one year five years five years
£000 £000 £000 £000 £000
Non-derivative financial liabilities
UK secured bank loans 62,822 69,713 2,208 67,505 -
Finance lease liabilities 16,284 19,401 5,948 13,453 -
Other liabilities 25,861 25,861 25,861 - -
104,967 114,975 34,017 80,958 -
31 December 2011
Carrying Contractual Within One to More than
amount cash flows one year five years five years
£000 £000 £000 £000 £000
Non-derivative financial liabilities
UK secured bank loans 72,607 84,105 2,807 81,298 -
Finance lease liabilities 21,384 26,116 6,500 19,126 490
Other liabilities 28,421 28,421 28,421 - -
UK secured overdrafts 3,115 3,115 3,115 - -
125,527 141,757 40,843 100,424 490
The capital element of the UK secured bank loans are repayable in September 2015.
Market risk
The Group’s activities expose it to the financial risk of changes in interest rates. The Group operations trade entirely in their functional
currency and accordingly, no translation exposures arise in trade receivables or trade payables.
Interest rate risk
The Group currently borrows at floating and fixed interest rates. The Group uses interest rate caps to manage its exposure to changes
in floating interest rates. At 31 December 2012, the Group had an interest rate cap with a notional contract amount of £64,500,000
(2011: £64,500,000).  This cap matures in March 2013 and caps interest rates (excluding margin) at 2.5% until 31 March 2013.
In addition, the Group has an interest rate cap effective from March 2013 until September 2015 with a notional contract amount of
£30,000,000 (2011: £nil) which caps interest rates (excluding margin) at 2.0%.
The Group classifies interest rate caps as cash flow hedges and states them at fair value. The fair value of the caps at 31 December
2012 was an asset of £25,000 (2011: £8,000). This amount was recognised as a fair value derivative and the effective portion of the fair
value is recognised in the cash flow hedge reserve.
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 75
20 Financial instruments (continued)
Interest rate risk (continued)
At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was:
Carrying amount
2012 2011
£000 £000
Fixed rate instruments
Financial liabilities (16,284) (21,384)
Variable rate instruments
Financial liabilities* (62,822) (75,722)
Financial assets 5,048 921
(74,058) (96,185)
*variable rate financial liabilities include £62,822,000 (2011: £64,500,000) of notional debt subject to an interest rate cap (see above)
Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Group does not
designate derivatives (interest rate caps) as hedging instruments under a fair value hedge accounting model. Therefore a change in
interest rates at the reporting date would not affect profit or loss.
Cash flow sensitivity analysis for variable rate instruments
An increase of 100 basis points in interest rates in respect of variable rate instruments at the reporting date would have decreased equity
and income and expenditure for a full year by £631,000 (2011: £770,000). A decrease of 100 basis points would have increased equity and
income and expenditure for a full year by £315,000 (2011: £616,000). These analyses assume that all other variables remain constant.
Fair values versus carrying amounts
Derivative financial instruments, which are held for trading, are carried at fair value, calculated using quoted market prices relevant for
the term, currency and instrument. The Directors consider that the carrying amounts recorded in the financial information in respect of
other financial assets and liabilities, which are carried at amortised cost, approximates their fair values.
The following table analyses financial instruments carried at fair value by valuation method. The different levels have been defined as
follows:
• Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities
• Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either as a direct price
or indirectly derived from prices
• Level 3 – inputs for the asset or liability that are not based on observable market data
2012
Level 1 Level 2 Level 3 Total
£000 £000 £000 £000
Derivative financial asset - 25 - 25
2011
Level 1 Level 2 Level 3 Total
£000 £000 £000 £000
Derivative financial asset - 8 - 8
At 31 December 2012, the Group did not have any assets or liabilities classified at Level 1 in the fair value hierarchy (2011: £nil). There
have been no transfers in any direction in the year. 76
Notes to the financial statements
(continued)
20 Financial instruments (continued)
Capital management
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain the
future development of the business. The Board closely monitors the shareholder base and earnings per share. Subject to availability of
distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and prudent to do so.
However, for now, the main focus of the Group will be on delivering capital growth for shareholders.
The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the
advantages and security afforded by a sound capital position.
There are financial covenants associated with the Group’s borrowings which are minimum underlying EBITDA, interest cover and cash
flow cover. The Group complied with covenants at 31 December 2012 and 31 December 2011.
21 Operating leases
Total non-cancellable operating lease rentals are payable as follows:
2012 2011
Land and Other Land and Other
buildings buildings
£000 £000 £000 £000
Less than one year 935 901 873 317
Between one and five years 3,333 2,983 2,995 763
More than five years 5,669 511 6,103 -
9,937 4,395 9,971 1,080
The Group leases properties, vehicles and plant for operational purposes. Property leases vary in length up to a maximum of 25 years.
Vehicle leases typically run for a period of up to seven years.
22 Capital commitments
During the year ended 31 December 2012, the Group entered into contracts to purchase property, plant and equipment for £2,206,000
(2011: £225,000). These commitments are expected to be settled in the following financial year.
23 Related parties
During the year, the Group supplied services and materials to, and purchased services and materials from, its associated undertaking
on an arm’s length basis. It had the following transactions with this related party during the year:
Revenue Purchases Receivables Payables
£000 £000 £000 £000
2012
BEAR Scotland Limited 5,118 4 535 -
2011
BEAR Scotland Limited 8,201 54 349 -
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 77
23 Related parties (continued)
During the year, the Group also supplied services to, and purchased services from, its 75% owned subsidiary undertaking on an arm’s
length basis. It had the following transactions with this related party during the year which have been fully eliminated on consolidation.
Revenue Purchases Receivables Payables
£000 £000 £000 £000
2012
Alba Traffic Management Limited 971 423 70 99
2011
Alba Traffic Management Limited 1,056 461 163 95
During the prior year the Group sold a 15% stake in Alba Traffic Management Limited to the management of that company as detailed
in note 10.
Parent and ultimate controlling party
The Company is listed on AIM and monitors its shareholder base on a regular basis. There is no controlling party.
Marwyn Investment Management LLP is the investment manager to Marwyn Value Investors LP which has a significant shareholding in the
Company. James Corsellis (a non-executive Director until 22 July 2011) is a partner in Marwyn Investment Management LLP and a director
of various Marwyn Group companies. The following Marwyn companies were, therefore, deemed to be related parties of the Group:
Marwyn Partners Limited
Marwyn Capital LLP
Marwyn Management Partners LP
Marwyn Value Investors LP
Marwyn Partners Limited was paid £nil (2011: £26,000) (excluding VAT) in respect of office accommodation and Marwyn Capital LLP
was paid £nil (2011: £105,000) in respect of corporate finance and administrative services. In addition, Marwyn Capital LLP was paid
£nil (2011: £10,417) in respect of the services of James Corsellis as a non-executive Director. At the year end, there were no amounts
owed or due from Marwyn Partners Limited and Marwyn Capital LLP in respect of services supplied during the year (2011: £nil).
At the year end, Marwyn Value Investors LP held 146,223,698 (2011: 146,223,698) ordinary shares in Breedon Aggregates Limited.
Marwyn Management Partners LP held Marwyn Participation Shares in the Group, details of which are disclosed in note 19.
Transactions with Directors and Directors’ shareholdings
Details of transactions with Directors and Directors’ shareholdings are given in the Directors’ Report and the Directors’ Remuneration
Report on pages 34 to 37 and 40 to 44 respectively.
24 Earnings per share
The calculation of earnings per share is based on the profit for the year attributable to ordinary shareholders of £5,256,000 (2011:
£1,175,000) and on the weighted average number of ordinary shares in issue during the year of 619,801,185 (2011: 557,935,958).
The calculation of underlying earnings per share is based on the profit for the year attributable to ordinary shareholders, adjusted to add
back the non-underlying items, of £4,176,000 (2011: £1,167,000) and on the weighted average number of ordinary shares in issue
during the year as above.
Diluted earnings per ordinary share is based on 704,182,150 (2011: 574,578,561) shares and reflects the effect of all dilutive potential
ordinary shares. 78
Notes to the financial statements
(continued)
25 Contingent liabilities
The Group has guaranteed the hire purchase liabilities in respect of vehicles operating under the Group’s owner driver scheme. The
maximum contingent liability in respect of these guarantees amounts to £13,000 (2011: £149,000).
The Group has guaranteed its share of the banking facilities of BEAR Scotland Limited, the Company’s associated undertaking. The
maximum liability at 31 December 2012 amounted to £1,838,000 (2011: £1,800,000).
The Group has also guaranteed the performance of BEAR Scotland’s contracts in respect of the maintenance of trunk roads in the
North East and South East of Scotland and in respect of the M80 Operating and Maintenance contract.
26 Acquisitions 
On 16 January 2012, the Group acquired the entire issued share capital of Nottingham Ready Mix Limited and on 16 July 2012, the Group
acquired the trade and assets of Speyside Sand & Gravel Quarries Limited (comprising Rothes Glen quarry). These transactions have been
accounted for as acquisitions.
The fair value of the consideration paid and the net assets acquired, together with the goodwill arising in respect of these acquisitions, are
as follows:
Book value Fair value Fair value
adjustments on acquisition
£000 £000 £000
Mineral reserves and resources 500 (21) 479
Land and buildings 12 - 12
Plant and equipment 260 144 404
Inventories 136 22 158
Trade and other receivables 465 (7) 458
Cash 19 - 19
Trade and other current payables (577) (48) (625)
Other interest bearing loans – current liabilities (29) - (29)
Deferred tax liabilities - (5) (5)
Total 786 85 871
Consideration
Cash 1,565
Goodwill arising 694
The provisional fair value adjustments comprise adjustments to:
• revalue certain minerals, land and buildings and plant and equipment to reflect fair value at the date of acquisition;
• inventories to reflect fair/net realisable value;
• trade and other receivables to reflect recoverable amounts;
• trade and other current payables to reflect contractual liabilities.
The goodwill arising represents the geographic location of the assets acquired and the skills of the existing workforce.
The Group incurred acquisition related costs of £64,000 relating principally to external professional fees and due diligence costs which
have been included as non-underlying administrative expenses.
During the year, these businesses have contributed revenues of £3,067,000 and underlying EBITDA of £322,000 to the Group’s results.
If these acquisitions had occurred on 1 January 2012, the results of the Group would have shown revenue of £173,727,000, underlying
EBITDA, before share of associated undertaking, of £20,211,000 and underlying operating profit for the year of £8,863,000.
Cashflow effect
The net consideration shown in the Consolidated Statement of Cash Flows of £1,546,000 in respect of these acquisitions comprises
the cash consideration paid of £1,565,000 net of the cash acquired of £19,000.
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 79
26 Acquisitions (continued)
Prior year acquisitions
Enneurope Holdings Limited
On 11 February 2011, the Group acquired the entire issued share capital of Enneurope Holdings Limited. This transaction has been
accounted for as an asset acquisition. Since acquisition, this company has not traded and has had no effect on the trading results of the
Group but provided an immediate cash benefit.
The fair value of the consideration paid and the consolidated net assets acquired, together with the goodwill arising in respect of this
acquisition, are as follows:
Book value Fair value Fair value
adjustments on acquisition
£000 £000 £000
Cash 1,027 - 1,027
Trade and other current payables (6) (123) (129)
Provisions - (639) (639)
Total 1,021 (762) 259
Consideration
Cash -
Fair value of option 259
Total 259
Goodwill arising -
The fair value adjustments comprise adjustments to reflect contractual liabilities and environmental and planning requirements.
C&G Concrete Limited
On 22 July 2011, the Group acquired the trade and certain assets of C&G Concrete Limited. This transaction has been accounted for as
a business combination.
During the prior year, this business has contributed revenues of £7,182,000 and underlying EBITDA of £462,000 to the Group’s results. If
this acquisition had occurred on 1 January 2011, the prior year results of the Group would have shown revenue of £176,580,000, underlying
EBITDA, before share of profit of associated undertaking, of £17,464,000 and underlying operating profit for the year of £5,452,000.
The fair value of the consideration paid and the net assets acquired, together with the goodwill arising in respect of this acquisition, are
as follows:
Book value Fair value Fair value
adjustments on acquisition
£000 £000 £000
Mineral reserves and resources 4,580 500 5,080
Land and building 3,772 1,623 5,395
Plant and equipment 2,025 211 2,236
Intangibles - other 20 - 20
Inventories 1,157 (409) 748
Trade and other current payables (140) (450) (590)
Other interest bearing loans –current liabilities (33) - (33)
Provisions:
Restoration - (802) (802)
Deferred tax liabilities - (621) (621)
Total 11,381 52 11,433
Consideration
Cash 10,797
Gain on bargain purchase (636) 80
Notes to the financial statements
(continued)
26 Acquisitions (continued)
The fair value adjustments comprise adjustments to:
• revalue certain minerals, land and buildings and plant and equipment to reflect fair value at the date of acquisition;
• inventories to reflect fair/net realisable value;
• trade and other current liabilities to reflect contractual liabilities;
• provisions to reflect restoration costs to comply with environmental, planning and other legislation;
• deferred tax balances.
The Group incurred acquisition related costs of £161,000 relating principally to external professional fees and due diligence costs which
have been included as non-underlying administrative expenses.
Cash flow effect
The cash flow effect of the above two acquisitions can be summarised as follows:
£000
Enneurope cash acquired 1,027
C& G Concrete cash consideration (10,797)
Net cash consideration shown in the Consolidated Statement of Cash Flows (9,770)
27 Accounting estimates and judgements
The preparation of financial information requires management to make judgements, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in
which the estimate is revised and in any future periods affected.
In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have
the most significant effect on the amounts recognised in the financial information are described below:
Impairment of goodwill
The determination of whether goodwill and other indefinite life intangible assets should be impaired requires the estimation of future cash
flows and growth factors adopted by each cash generating unit. Furthermore, discount rates applied to these cash flows determined by
reference to the markets in which they operate and are risk adjusted to reflect risks and opportunities existing for each cash generating unit.
These factors are all affected by prevailing market and economic factors outside the Group’s control. Further information is included in note 9.
Mineral reserves and resources
A number of key assumptions have been made in determining the annual depletion charge. These assumptions include the amount of
consented and unconsented reserves available for extraction; the estimated residual value; extraction rates; and the gaining of additional
planning consents.
Fair values of assets on business combinations
In determining the fair valuation of assets acquired under business combinations, including the valuation of other intangibles, a number of
estimates are made. These include the market value of minerals, property, plant and equipment, associated liabilities for contractual
restoration provisions and the valuation of intangible assets, including customer lists and contracts. The reasons for any residual excess of
consideration over the net asset value, being goodwill arising, are then identified.
Restoration provisions
Estimated restoration costs have been derived on the basis of the most recent assessments of the likely cost. Certain factors concerning
these costs are outside the Group’s control. In making this assessment, the Group has sought the aid of independent experts where
appropriate.
Property provisions
Estimated onerous lease, environmental and dilapidation costs have been derived on the basis of the most recent assessments of the likely
cost. Certain factors concerning these costs are outside the Group’s control. In making this assessment the Group has sought the aid of
independent experts where appropriate. Further information is included in note 17.
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 81
27 Accounting estimates and judgements (continued)
Share based payments
In valuing the share based payments charged in the Group’s financial statements, the Company has used a binomial model, which makes
various assumptions about factors outside the Group’s control, such as share price volatility and risk free interest rates. Details of the
options and assumptions used in deriving the share based payments are disclosed in note 19.
Deferred taxation
Deferred taxation has been estimated using the best information available, including seeking the opinion of independent experts where
applicable (note 12). 82
NOTICE OF ANNUAL GENERAL MEETING 
NOTICE is hereby given pursuant to the articles of association of
Breedon Aggregates Limited (the “Company”) that the Annual
General Meeting of the Company will take place in the Victor Hugo
Suite, St. Pierre Park Hotel, Rohais, St. Peter Port, Guernsey GY1
1FD on Friday, 19 April 2013 at 2.00pm, or at any adjournment
thereof, for the purpose of considering and, if thought fit, passing
the following resolutions, of which Resolutions 1 to 6 (inclusive)
will be proposed as Ordinary Resolutions and Resolutions 7 and 8
will be proposed as Special Resolutions:- 
ORDINARY BUSINESS
Ordinary Resolutions
1. THAT the financial statements of the Company for the year
ended 31 December 2012, together with the reports of the
Directors and Auditor thereon be received and adopted.
2. THAT KPMG Channel Islands Limited, who have indicated their
willingness to continue in office be and are hereby re-appointed
as the Auditor of the Company from the conclusion of this
meeting until the conclusion of the next general meeting at
which financial statements are laid before the Company.
3. THAT the Directors of the Company be and are hereby
authorised to determine the fee payable to the Auditor in
respect of the year ending 31 December 2013.
4. THAT David Williams be re-appointed as a director of the Company.
5. THAT Susie Farnon be re-appointed as a director of the Company.
SPECIAL BUSINESS
Ordinary Resolution
6. THAT the Directors be and they are hereby generally and
unconditionally authorised in accordance with Article 6.2 of the
Company’s articles of association (the “Articles”) to exercise all
the powers of the Company to allot relevant securities (as
defined in Article 6.2 of the Articles) in the Company, including,
but not limited to, ordinary shares in the Company, and to grant
rights to subscribe for, or to convert any security into, ordinary
shares in the Company up to a maximum of 150,000,000
ordinary shares. The authority conferred on the Directors under
this Resolution 6 shall expire at the conclusion of the next
Annual General Meeting of the Company after the passing of
this Resolution save that the Company may before such expiry
make an offer or agreement which would or might require
ordinary shares to be allotted or rights to subscribe for, or to
convert any security into, ordinary shares to be granted after
such expiry and the Directors may allot ordinary shares or grant
rights to subscribe for, or to convert any security into, ordinary
shares (as the case may be) in pursuance of such an offer or
agreement as if the authority conferred hereby had not expired.
Special Resolutions
7. THAT the Directors be and they are hereby empowered
pursuant to Article 6.7 of the Articles to allot equity securities
(within the meaning of Article 6.6 of the Articles) for cash or
otherwise pursuant to the authority conferred by Resolution 6
above, as if Article 6.3 did not apply to any such allotment,
provided that this power shall be limited to the allotment of
equity securities consisting of, or the right to subscribe for, or
convert any security into shares in the Company, up to a
maximum of 103,896,580 ordinary shares in the Company.
The authority conferred on the Directors under this Resolution
7 shall expire at the conclusion of the next Annual General
Meeting of the Company after the passing of this Resolution
save that the Company may before such expiry make an offer
or agreement which would or might require ordinary shares to
be allotted or rights to subscribe for, or to convert any security
into, ordinary shares to be granted after such expiry and the
Directors may allot ordinary shares or grant rights to subscribe
for, or to convert any security into, ordinary shares (as the case
may be) in pursuance of such an offer or agreement as if the
authority conferred hereby had not expired.
8. THAT the Company be and is hereby generally and
unconditionally authorised to make one or more market
purchases of ordinary shares in the capital of the Company
pursuant to Article 57 of the Companies (Jersey) Law 1991 as
amended (the “Law”) provided that:
(a) the maximum aggregate number of ordinary shares hereby
authorised to be purchased is 32,513,545 (being 5% of the
share capital of the Company in issue as at 18 March 2013);
(b) the minimum price (exclusive of expenses) which may be paid
for each ordinary share is 1.0 pence;
(c) the maximum price (exclusive of expenses) which may be
paid for each ordinary share is an amount equal to 105% of
the average middle market quotation of an ordinary share
taken from the AIM Appendix to the London Stock Exchange
Daily Official List for the five business days immediately
preceding the date on which any ordinary share is contracted
to be purchased by the Company;
(d) the Directors of the Company can, prior to each such
purchase, make the solvency statement required by the Law
and fulfil all other requirements of the Law in relation to
purchases of a company’s own shares;
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 83
(e) this authority will expire at the conclusion of the next Annual
General Meeting of the Company held after the date on which
this Resolution is passed or, if earlier, 18 months after that
date;
(f) this authority shall only be capable of variation, revocation or
renewal by Special Resolution of the Company; and
(g) the Company may make a contract or contracts to purchase
ordinary shares under this authority before this authority
expires which will or may be executed and completed wholly
or partly after its or their expiration and may make a purchase
of ordinary shares in pursuance of any such contract or
contracts after its or their expiration.
By order of the Board
Breedon Aggregates Limited
18 March 2013
Notes
1. Under Jersey law a special resolution requires a two thirds rather than
three quarters majority of those voting at the Meeting in person or by
proxy to vote in favour of the resolution.
2. Every member who is present in person shall on a show of hands have one
vote and every member present in person or by proxy shall on a poll have
one vote for each share of which he is the holder. 
3. A Form of Proxy is enclosed. To be valid, this Form and the power of
attorney or other authority (if any) under which it is signed, or a notarially
certified copy of such power or authority must reach the Registrar at Capita
Registrars, PXS, 34 Beckenham Road, Beckenham, BR3 4TU not less than
forty-eight hours before the time appointed for holding the Annual General
Meeting or adjournment or the taking of a poll at which the person named
in the Proxy Form proposes to vote.
4. A member entitled to attend and vote at the meeting convened by this
notice is also entitled to appoint one or more proxies. If a proxy other than
the Chairman is desired, strike out “the Chairman of the AGM or” and
insert the name or names preferred and initial the alteration. A proxy need
not be a member of the Company but must attend the meeting in person.
5. If a member wishes his proxy to speak on his behalf at the meeting, he or
she will need to appoint his own choice of proxy (which is not the
Chairman) and give instructions directly to the proxy. The completion and
return of a form of proxy will enable you to vote at the meeting without
having to be present at the meeting, but will not preclude you from
attending the meeting and voting in person if you should subsequently
decide to do so. 
6. A member may appoint more than one proxy provided each proxy is
appointed to exercise rights attached to different shares. A member may not
appoint more than one proxy to exercise rights attached to any one share. To
appoint more than one proxy you may photocopy the form of proxy. Please
indicate the proxy holder’s name and the number of shares in relation to
which they are authorised to act as your proxy (which, in aggregate, should
not exceed the number of shares held by you). Please also indicate if the
proxy instruction is one of multiple instructions being given. All forms must
be signed and should be returned together in the same envelope. If you
wish to appoint the Chairman as one of your multiple proxies, leave the
words “Chairman of the AGM” on the relevant proxy card. 
7. Shares held in uncertificated form (i.e. in CREST) may be voted through the
CREST Proxy Voting Service in accordance with the procedures set out in
the CREST manual. CREST personal members or other CREST sponsored
members, and those CREST members who have appointed a voting
service provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their behalf.
8. In order for a proxy appointment or instruction made using the CREST
service to be valid, the appropriate CREST message (a “CREST Proxy
Instruction”) must be properly (under CREST participant ID RA10)
authenticated in accordance with CRESTCo’s specifications and must
contain the information required for such instructions, as described in the
CREST Manual. The message, regardless of whether it constitutes the
appointment of a proxy or an amendment to the instruction given to a
previously appointed proxy must, in order to be valid, be transmitted so as
to be received by the issuer’s agent by the latest time(s) for receipt of
proxy appointments by 2.00 pm on 17 April 2013. For this purpose, the
time of receipt will be taken to be the time (as determined by the
timestamp applied to the message by the CREST Application Host) from
which the issuer’s agent is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST. After this time any change of
instructions to proxies appointed through CREST should be communicated
to the appointee through other means.
9. CREST members and, where applicable, their CREST sponsors or voting
service providers should note that CRESTCo does not make available
special procedures in CREST for any particular messages. Normal system
timings and limitations will therefore apply in relation to the input of CREST
Proxy Instructions. It is the responsibility of the CREST member concerned
to take (or, if the CREST member is a CREST personal member or
sponsored member or has appointed a voting service provider(s), to procure
that his CREST sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a message is transmitted by means of the
CREST system by any particular time. In this connection, CREST members
and, where applicable, their CREST sponsors or voting service provider(s)
are referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings. 
10. In the case of a corporation, the form of proxy must be executed under its
common seal or signed on its behalf by an officer or attorney duly
authorised. In the case of an individual, the form of proxy must be signed
by the individual or his or her attorney duly authorised. 
11. In the case of joint holders, the vote of the senior who tenders a vote,
whether in person or by proxy will be accepted to the exclusion of the votes
of any other joint holders and for this purpose seniority will be determined
by the order in which the names are recorded in the Register of Members. 
12. The Directors of the Company will interpret any ambiguous proxy
appointments. The Chairman of the meeting will, in his capacity as proxy,
interpret any voting instructions he receives. Their respective
determinations shall be final.
13. Any alterations made to the Form of Proxy must be initialled by the person
who signs it. 
14. The Company, pursuant to Article 40 of the Companies Uncertificated
Securities (Jersey) Order 1999, specifies that only those members
registered in the register of members of the Company 48 hours before the
time of the Meeting (being the register of members as at 2.00pm on 17
April 2013 or, in the event that the Meeting is adjourned, in the register of
members 48 hours before the time of any adjourned meeting(s), shall be
entitled to attend or vote at the Meeting or any adjournment thereof in
respect of the number of shares registered in their name at that time.
Changes to the register of members after these times will be disregarded
in determining the rights of any person to attend or vote at the Meeting or
any adjournment thereof. 84
STEVE WAS IN AT THE START OF OUR NEW BUSINESS,
GIVING GREAT SERVICE TO OUR SMALLER CUSTOMERS
I cover about 300 miles every week in a 25-kilometre radius from base, delivering
ready-mixed concrete to our smaller customers. I really like the direct contact and
personal service aspects of the job. It’s great that Breedon Aggregates offers great
service to all customers whether they are large or small. Our manoeuvrable, four-
wheeled trucks are just the job for getting into tight spaces to deliver concrete for
DIY and small commercial, industrial and agricultural uses.
OUR PEOPLE THEIR STORY
ADVISORS & COMPANY INFORMATION
COMPANY SECRETARY
JTC (Jersey) Limited 
Elizabeth House
9 Castle Street
St Helier
Jersey
JE2 3RT
INDEPENDENT AUDITOR
KPMG Channel Islands Limited 
PO Box 453
St Helier
Jersey
JE4 8WQ
REGISTERED OFFICE
Elizabeth House
9 Castle Street
St Helier
Jersey
JE2 3RT
NOMINATED ADVISER
Cenkos Securities plc
6.7.8 Tokenhouse Yard
London 
EC2R 7AS
REGISTERED IN JERSEY
Company number 98465
LEGAL ADVISER
Carey Olsen
47 Esplanade
St Helier
Jersey 
JE1 0BD
SHAREHOLDER INFORMATION
REGISTRAR AND TRANSFER OFFICE
The Company’s Registrar is Capita Registrars (Jersey)
Limited. The address of the Company’s Registrar, to
which all enquires concerning shareholdings should
be addressed, is Capita Registrars, The Registry, 34
Beckenham Road, Beckenham, Kent, BR3 4TU.
Shareholder enquiries can also be made to 0871 664
0300. Calls cost 10p per minute plus network extras.
Lines are open 8.30am to 5.30pm, Mondays to
Fridays. Enquiries from outside the UK should be
made to +44 208 639 3399. 
Email: ssd@capitaregistrars.com 
Website: www.capitaregistrars.com
CONTACT
If you require information regarding Breedon
Aggregates, please contact:
BREEDON AGGREGATES
Breedon Quarry
Breedon-on-the-Hill
Derby DE73 8AP
Tel: 01332 694010
Fax: 01332 694445
E-mail: info@breedonaggregates.com
Website: www.breedonaggregates.com
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2012 85
Steven Padgett
1stMix Mini Mixer Driver
Norton Bottoms Quality and Service. Delivered.
Breedon Aggregates Limited
Elizabeth House, 9 Castle Street, St Helier, Jersey JE2 3RT
Email: info@breedonaggregates.com
Website: www.breedonaggregates.com