RTC Group plc Annual Report 2013 
 
 
 
                     RTC Group plc Annual Report 2013  
 
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RTC Group plc is an AIM listed business services group focussing primarily on providing recruitment 
activities to both the UK and International Markets. Its three key businesses of ATA Recruitment, ATA 
Global Staffing Solutions and Ganymede Solutions provide a wide range of services to small and medium 
enterprises (SMEs) and international clients. In addition, the Group’s headquarters, the Derby Conference 
Centre provide conferencing and training facilities to both local and national clients. 
 
Investment Headlines 
 
 Group operating profit boosted by increased revenue and operating efficiencies  
 ATA Recruitment experienced a strong second half sales performance 
 Strong growth in sales in Ganymede Solutions were ahead of management expectations  
 A solid performance from ATA Global Staffing Solutions in line with expectations  RTC Group plc Annual Report 2013 
 
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      Contents 
 
Overview  
Highlights ...................................................................................................................................... 2 
Group at a glance ......................................................................................................................... 3 
Chairman’s statement .................................................................................................................. 5 
 
           Strategic report 
Chief executive’s strategic review ................................................................................................ 7 
Key performance indicators ......................................................................................................... 9 
Risks and uncertainties ............................................................................................................... 10 
 
Performance 
Finance Director’s statement ..................................................................................................... 12 
 
         Governance 
Directors’ report ......................................................................................................................... 14 
Corporate governance statement .............................................................................................. 18 
Remuneration report.................................................................................................................. 21 
 
         Financials 
Independent Auditor’s report to the members of RTC Group Plc ............................................. 22 
Consolidated statement of comprehensive income .................................................................. 24 
Consolidated statement of changes in equity ............................................................................ 25 
Consolidated statement of financial position ............................................................................ 26 
Consolidated statement of cash flows ....................................................................................... 27 
Notes to the Group financial statements ................................................................................... 28 
Company statutory financial statements ................................................................................... 49 
Company balance sheet ............................................................................................................. 50 
Notes to the Company financial statements .............................................................................. 51 
Directors and advisers ................................................................................................................ 56 
 
         Shareholder information 
Notice of Annual General Meeting ............................................................................................. 57 
  RTC Group plc Annual Report 2013  
 
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Highlights 
 
 
Financial highlights 
 Group revenue £49m 2013 versus £43m 2012 
 Operating Profit £871,000 versus £592,000 2012 
 Net working capital increased by £620,000 
 Profit before tax is up 55% 
 Earnings per share (basic) 3.79p versus 4.26p 
 
The reduction in earnings per share is due to a tax credit in 2012 against a tax charge in 2013. 
 
Operational highlights  
ATA Recruitment  
• Restructuring in the first half of 2013 helped secure a successful second half of the year 
• Increased head count across UK sales teams contributed to a final quarter increase in revenue 
against the same period in 2012 
 
Ganymede Solutions  
• Under the interim leadership of the Group Chief Executive Officer, Ganymede Solutions 
experienced unprecedented growth against forecast, with revenue up 44% on 2012 
• The successful appointment of a new Managing Director at the end of 2013 was received 
favourably internally and within the rail sector 
 
ATA Global Staffing Solutions  
• Delivered a solid performance in 2013 
• Significate effeciences have been achieved through cost management and delivery, securing an 
increase in gross margin against the previous year 
Overview 
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Group at a glance 
 
 
RTC Group plc has three principal subsidiaries engaged in the recruitment of human capital resources and 
the provision of managed services.  ATA Recruitment is a predominantly UK based recruitment business, 
Ganymede Solutions is focused on the supply of blue collar contingent labour and ATA Global Staffing 
Solutions provides managed service solutions for international clients. 
 
In addition, the Group’s headquarters at the Derby Conference Centre provide conferencing and training 
facilities to both local and national clients. 
 
ATA Recruitment  
 
With over fifty years’ accumulated knowledge and experience, ATA Recruitment is one of the UK’s leading 
engineering and technical recruitment consultancies.  ATA Recruitment is strategically focused into key 
operating divisions, to best meet the specific recruitment needs of their clients within vertical market 
sectors.  Additionally the regional hub locations, with teams of dedicated recruitment experts, 
concentrate on permanent and contract opportunities within the engineering and manufacturing 
marketplace. 
 
ATA Recruitment’s regional branch network means they are uniquely placed to deal with both regional 
SME businesses and larger national operations.   ATA Recruitment’s UK consultants are experts within 
their locality, keeping abreast of industry and labour market trends within their regions, ensuring that this 
knowledge is imparted to clients at each stage of the recruitment process.  
 
ATA Recruitment’s brand within the UK Engineering and Technical market place holds credibility and 
value, clients benefit from their partnership approach, with ATA Recruitment strongly positioned to 
attract the highest calibre of candidates for their business. 
 
Industry sectors covered include: 
•General Engineering 
•Manufacturing 
•Transport 
•Built Environment 
•Infrastructure 
•Commercial 
• Construction  
•Sales 
•Supply Chain & Logistics 
•Scientific 
•Chemical 
•Energy & Utilities 
•Defence & Aerospace 
•Facilities Management 
www.ata-recruitment.co.uk 
Overview 
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Group at a glance 
 
 
ATA Global Staffing Solutions  
 
A staffing solutions and resource provider with a track record of delivery in some of the world’s most 
hostile locations, ATA Global Staffing Solutions works with clients across the globe that are focused on 
delivering successful projects into sectors such as aerospace and defence, ports, mining, oil & gas, 
infrastructure and civil engineering. 
 
Working closely with these clients, ATA Global Staffing Solutions can provide contract and permanent 
staffing solutions on an international basis, providing key teams of personnel into new projects and 
supporting on-going large scale project needs. 
 
Typically ATA Global Staffing Solutions recruit across a range of disciplines and skills from operators and 
supervisors, through to senior management level, for roles located in both head offices and those hard to 
fill “remote locations”. 
 
Additionally ATA Global Staffing Solutions recruit for International corporate clients on a contingent and 
retained basis. 
 
Supporting this international operation, ATA Global Staffing Solutions also manage the RTC Group’s Indian 
office.  The India office provides high quality recruitment support to companies looking to recruit staff 
either into or from India, or looking to set up a new venture in this fast growing economy. Using 
experience in India along with the Group’s leading recruitment methodology, the Indian team source 
both permanent and contract candidates. 
www.ata-india.net 
 
Ganymede Solutions  
 
Ganymede Solutions core business is the supply and operation of contingent labour within the Rail 
Industry.  As a Link-up approved supplier, Ganymede Solutions are a leading provider of blue and white-
collar skilled and semi-skilled labour, safety critical track personnel and technical staff on call off and 
temporary term contracts. 
 
Additionally Ganymede Solutions provide and manage contingent labour within the sectors of 
construction, infrastructure, highways, general civil engineering and utilities. 
 
www.ganymedesolutions.co.uk 
 
 
 
Overview 
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Chairman’s statement 
For the year ended 31 December 2013 
 
 
I am pleased to present the final report for the year to 31 December 2013. 
 
2013 has been a year of continuing growth both in turnover and operating profit.  As a result we have 
achieved a pleasing improvement in Group operating profits to £871,000 to post a group pre-tax profit of 
£736,000. 
 
A major step forward is that we have done better than forecast and we believe this has resulted in 
enhanced confidence in our future from both customers and investors.  As we demonstrate continuing 
momentum this year, we believe that it will become ever more evident that the underlying trend is up 
rather than just short term recovery.   
 
The restructuring of the Group undoubtedly contributed to our success. This included the strategic 
withdrawal from training and the consequential focus on Ganymede Solutions and ATA Global Staffing 
Solutions. 
 
Following another year of growth in ATA Recruitment in the UK, in one aspect, local branches, we still 
have work to do in rebuilding the national coverage, but we now have contract and permanent in all 
locations including our major vertical markets branch in Derby.  The drive is for growth across the board.   
 
Ganymede Solutions has turned in a remarkable performance in 2013 and is now a serious operator in 
railway and other infrastructure maintenance.  Further enhancement of management and the recent 
recruitment of a rail biased Managing Director positions us well when tendering to enlarge our railway 
footprint for the next five years. 
 
ATA Global Staffing Solutions is making good progress in diversifying away from reliance on our successful 
contract in Afghanistan to encompass broader coverage of the Middle East and Africa. 
 
Our objective is to deliver continuing profitable growth in the above areas.  To provide opportunities for 
acceleration and a fast-track to the delivery of economies of scale, carefully selected acquisitions clearly 
can assist to enhance the relationship between volume growth and earnings per share growth and to 
achieve significant Group advantages operationally. 
 
Capital investment 
Our enhanced trading performance has enabled us to continue carefully focused increases in capital 
expenditure after providing for working capital to service increased turnover.  
 
Dividends 
Your directors are not able to recommend any dividends for 2013.  Our objective is to return to payment 
of dividends as soon as our continued balance sheet  enhancement and profits growth permit and to clear 
the way to that we are seeking authority  from shareholders at the upcoming Annual General Meeting 
(AGM) to transfer share premium account to distributable reserves if that is considered to be 
appropriate.     
 
Overview 
  RTC Group plc Annual Report 2013  
 
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Chairman’s statement 
For the year ended 31 December 2013 
 
 
The Group Board 
There have been no changes to the Group Board since the last AGM.  We are giving consideration to 
appointing a second non-executive director in the near future. 
 
 
Outlook 
Our journey from the depths of recession has produced steady progress and we fully expect that to 
continue.  Although there is still work to be done in the regional branch network in ATA Recruitment in 
the UK to re-establish our stronghold in the SME market, we expect to complete that in 2014 and to drive 
for further growth in all three core businesses. We have also undertaken and expect to complete our 
major information technology and systems upgrade in the first half of 2014. Both globally and in our own 
Group there are important challenges but also many exciting opportunities.  We look forward to the 
future with confidence. 
 
Staff 
I should like to thank our staff at all levels for their loyalty, hard work and enthusiasm. 
 
 
 
W J C Douie          18 March 2014 
Chairman          
 
 
 
 
Overview 
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Strategy 
 
Chief executive’s strategic review 
For the year ended 31 December 2013 
 
I am pleased to report that 2013 was another year of significant progress for RTC Group.  
Each of our subsidiary businesses made a positive contribution to the Group and established solid 
competitive positions in their respective markets. Our business mix continues to dilute exposure to any 
one particular sector or geographical region and our strong discipline to both pricing and cost control 
has enabled us to maintain and in certain areas increase our profit margins. All of this translates into 
significantly increased profitability, a continued improvement in cash flow, and a stronger and healthier 
balance sheet for the shareholders of our Group. 
In terms of individual subsidiary performance, our three key business units of ATA Recruitment, ATA 
Global Staffing Solutions and Ganymede Solutions all had extremely promising years.  
ATA Recruitment continued to capture new opportunities in both its regional branch network which is 
experiencing renewed growth as the UK’s manufacturing sector continues to emerge from recession and 
in its rail, infrastructure and civil business which secured a number of new contracts with a variety of blue 
chip clients as investment in major projects continues to dominate the UK landscape.  A key factor in the 
growth rate of ATA Recruitment is the number and quality of recruitment consultants employed in the 
business. The investment in headcount which began during 2013 has started to generate additional net 
fee income and a plan to continue and accelerate this growth during 2014 is currently being 
implemented. 
Our international business, ATA Global Staffing Solutions which was established as a result of our contract 
win to support NATO in Afghanistan through Kellogg Brown & Root is now securing business with other 
overseas clients and is developing a solid track record as a multi country provider of both temporary and 
permanent staff. The business is in discussions with a range of international clients in both established 
and emerging market countries and its India operation, in addition to securing indigenous opportunities, 
is working closely with other parts of the Group to provide access to a rich source of highly skilled 
candidates.  
Ganymede Solutions has had an exceptional year both in terms of increased market share and profit 
contribution to the Group. It has continued to enhance its growing reputation as a market leader in the 
provision of blue collar personnel to the rail industry and has secured new business across all areas of 
maintenance, renewal and investment projects with Network Rail and its primary supply chain. In 
addition the business has secured further growth on the London Underground with Tube Lines and 
Transport for London. The business operates in a highly safety critical environment and invests 
significantly in the quality and safety of its workforce. With Network Rail about to enter Control Period 5 
(CP5) and invest approximately £1 billion both directly and indirectly in contingent labour over the next 5 
years, Ganymede has a significant opportunity to secure long term business in the largest rail investment 
programme witnessed in this country. This, coupled with the additional investments committed by 
Transport for London in both its over-ground and underground rail infrastructure, provides Ganymede 
with the opportunity to build a substantial order book for the foreseeable future.   RTC Group plc Annual Report 2013  
 
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Strategy 
 
Chief executive’s strategic review  
For the year ended 31 December 2013 
 
Our solid performance has also enabled us to make considerable investments in our information 
technology and systems infrastructure. We will shortly have a single, centralised recruitment platform, 
with simplified processes for all group companies to access and this will be complemented by a new 
group wide best in class internet connectivity enabling our consultants to interact much faster with 
clients and candidates. This will provide a clear competitive advantage as speed of response is 
increasingly becoming a key differentiator in the battle for market share. 
This investment is also enabling our Group companies to collaborate and co-operate more closely to 
secure new contracts as many of our customers seek broader relationships with fewer suppliers. Our 
ability to offer turnkey recruitment solutions enables our clients to have a one stop relationship reducing 
their transaction costs and giving them access to a broad range of international candidates many with 
specialist, niche or scarce skills. As demand for both domestic and international employment continues to 
show signs of rebounding from all-time lows, we are cautiously confident that the strategic and structural 
changes we have made over the past few years to return the Group to its original core competence of 
recruitment will continue to enhance value for shareholders as our new business model matures and 
gathers further momentum.  
We have also undertaken a thorough review and restructuring of management over the past eighteen 
months and the senior executive team now overseeing the future of the group has significant industry 
experience. This enables us to react swiftly to the immense changes which are constantly taking place in a 
fast moving global recruitment industry.  We believe that our strategy is solid and our performance 
reflects the quality of the people in the Group at all levels who are responsible for delivering it. We will 
not let our success foster complacency but rather act as a springboard for bigger and better things for the 
Group to pursue.  
Finally, as a board of directors, our results give us many reasons to be proud but none more than in the 
quality of our people who continue to work diligently and professionally in pursuit of their own and our 
collective goals and achievements. The culture we have created within our group is one of our biggest 
assets and a vital source of energy to attract new, high quality, employees as we grow. The whole Group 
rightfully deserves credit for this.  
 
Andy Pendlebury 
Group Chief Executive        18 March 2014  RTC Group plc Annual Report 2013  
 
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Strategic report 
 
Key performance indicators 
For the year ended 31 December 2013 
 
 
The Group uses the following key performance indicators (KPIs) to measure the performance of our 
business and progress against our strategic objectives. In 2013 we have made good progress against our 
KPIs, delivering good growth in net fee income , improved net fee conversion rates and net fee per 
consultant. Backed by a continued focus on cash generation and improving the strength of our balance 
sheet.                                                                                                                                            
 
 
 
Net fee income  
 
Net fee income is permanent and contract 
revenue less contractor wages and is a 
subset of gross profit which is NFI less 
direct costs of sale. 
 
Net fee income is a measure of how the 
Group is growing over time. 
 
The Group increased NFI by 9% in 2013 
despite the temporary impact of the 
restructure in ATA Recruitment. 
 
    
2013 9% 
  
    
2012 30% 
 
Net fee conversion rate 
 
Net fee conversion rate is the conversion of 
net fee income into operating profit (EBIT).  
 
The conversion rate measures the Group’s 
effectiveness in controlling costs and 
investing wisely for profitable return. 
 
The Group improved its conversion rate in 
2013 as the restructure in ATA Recruitment 
focussed on improving the net fee income 
generated per consultant. 
 
 
2013 9%         
 
       
2012 7%   
   
Gearing ratio 
 
The Group is committed to keeping debt 
levels to a minimum and increasing the 
strength of its balance sheet. 
 
In 2013 the Group’s gearing ratio has 
fallen to 2.3 from 3.2. Gearing is calculated 
as current bank borrowing over equity. 
 
 
 
 
 
2013 2.3   
    
       
2012 3.2 
    
Earnings per share growth 
 
Earnings per share growth is a measure of 
the underlying improvements in 
profitability of the Group. 
 
Despite the increase in profits, the Group’s 
basic earnings per share fell slightly in 2013 
versus 2012 as a result of corporation and 
deferred tax charges not incurred in 2012. 
 
 
 
 
2013 3.79p   
    
       
2012 4.29p   
    RTC Group plc Annual Report 2013  
 
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Strategic report 
 
Risks and uncertainties 
For the year ended 31 December 2013 
 
 
Cyclical nature of our business 
The on-going impact on the Group’s operations of the cycle of demand for permanent recruitment 
amongst our clients, coupled with the current economic climate continues to be an uncertainty facing 
the Group. Strategies are in place to address this which includes building a focus around retained fee 
permanent placements and a targeted expansion of our client base. The Group’s cost base is highly 
variable and carefully managed to align with business activity. The Group is continually focussed on cash 
generation and keeping net debt to a minimum. 
 
Business model risk 
Longer term the industry is faced with the challenge of continuing to be a preferred option for 
recruitment as technology advances making it easier for companies to source candidates themselves, 
for example, through more sophisticated job boards. As a result, through initiatives such as contractor 
care specialists and a pro-active drive to build partner relationships with our clients, the Group is 
focussed on establishing itself as the provider of choice within our market sectors. The Group continues 
to supports a range of skills, customers and markets within the recruitment arena, supplying both 
permanent and temporary skilled white collar workers,  blue collar and contingent labour  both in the 
UK and internationally to mitigate some of this risk. 
 
Talent 
The Group is reliant on its ability to recruit, train and retain its staff to deliver its growth plans. We 
continue to ensure that overall packages are competitive and include performance related commissions 
to incentivise staff. Annual succession plans are undertaken at Board and management levels across all 
areas of the business to identify future potential leaders of the business and the Group invests in the 
training of our staff to optimise NFI efficiencies. 
 
Compliance risks 
Increased employment law and regulations specific to certain business sectors and for temporary 
workers in particular necessitate pre-employment checks. To mitigate these risks all new employees 
receive relevant training on the operating standards applicable to their role. The Group has independent 
compliance teams who spot check compliance across the Group. Compliance processes are tailored to 
specialisms, for example, in ensuring the health and safety of contingent labour supplied into the rail 
industry training.  
 
Credit risk 
The inability of a key customer to pay amounts owing to us due to financial difficulties is a risk. To 
minimise such risks we employ pro-active credit control techniques. We credit check new customers, 
subscribe to a monitoring service and monitor payment patterns and debt levels against credit limits. In 
addition the Board is regularly appraised of debt levels and ageing. 
 
Loss of key customers 
Loss of a key customer or large contract is a significant risk. To minimise this risk the strategy across all 
of our businesses is to actively pursue new customers and contracts and to identify new market 
opportunities to spread the risk. We also take very seriously our commitment to providing excellent 
service and building and maintaining customer relationships. 
  RTC Group plc Annual Report 2013  
 
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Strategic report 
 
 
Risks and uncertainties 
For the year ended 31 December 2013 
 
 
Reliance on technology 
Failure of our IT systems would cause significant disruption to the business. The Group’s technology 
systems are housed in various data centres and the Group has the capacity to cope with a data centre’s 
loss through the establishment of disaster recover sites based in physical separate locations to on-going 
operations.  
 
Overseas operations  
Risks inherent with overseas operations include: security of cash where cash is used to pay workers, the 
safety of our contractors when working abroad and foreign exchange risks. The Board and management 
of our overseas operations are cognisant of such risks and processes and insurances are in place to 
mitigate them as far as possible. Risks associated with overseas operations are regularly discussed and 
mitigating controls reviewed and tested.  
 
 
The strategic report was approved by the Board on 18 March 2014 and signed on its behalf by: 
 
 
 
 
 
 
S Dye 
Secretary RTC Group plc Annual Report 2013  
 
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Performance 
 
Finance Director’s statement 
For the year ended 31 December 2013 
 
In the year ended 31 December 2013, Group revenue increased by 14% to £49m (2012:£43m) 
reflecting strong growth across the Group’s recruitment division, in particular Ganymede Solutions 
where revenues were up 44% on 2012 at £10m. 
 
Revenue growth has flowed through to an overall operating profit of £871,000, an increase of 47% 
on last year.  Gross margin was 11.3% (2012: 12.2%) reflecting the temporary impact of the 
restructuring in ATA Recruitment. Gross margin is budgeted to improve in 2014. 
 
Recruitment 
ATA Recruitment returned a solid performance for the year with the anticipated benefits of the new 
structure hinted at in the early part of the second half but most notably evident in the final quarter 
of 2013 with revenue up 16% versus the final quarter of 2012.  
Overseas revenue generated by ATA Global Staffing Solutions increased by £1.0m reflecting the 
levelling out of the contract in Afghanistan as it reaches maturity. Gross margin increased to 10.1% 
(2012:9.2%) as a result of efficiencies gained from experience in managing the contract.  
Revenue from blue collar labour supplied by Ganymede Solutions increased by 44% with the number 
of hours worked up 44% (2012: 37%). This revenue growth was principally achieved by increased 
volumes with existing customers. 
 
Conferencing 
Income from the Derby Conference Centre, which houses the Group’s head office, was maintained 
near 2012 levels.  
 
Taxation 
The total tax charge for the year of £224,000 (2012: credit £101,000 relating to deferred tax) is 
higher than would be expected if a 23.5% charge to corporation tax was applied to the profit for the 
year. The reason for this is that the overall tax charge comprises a charge to corporation tax for the 
year of £95,000 and a deferred tax charge of £129,000. The actual charge to corporation tax of 
£95,000 is lower due to the utilisation of tax losses brought forward. The deferred tax charge of 
£129,000 relates to the unwinding of the deferred tax asset as the tax losses brought forward are 
utilised (see notes 7 and 10). 
 
Earnings per share  
The basic earnings per share figure is 3.79p (2012:  4.26p).  The decrease reflects the tax charge as 
noted above. Profit before tax is up 55% at £736,000 (2012: £474,000). 
 
Dividends 
The directors are unable to recommend any dividend payment, at least until there are positive 
reserves brought forward in RTC Group plc. 
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Performance 
 
Finance Director’s statement 
For the year ended 31 December 2013 
 
Statement of financial position 
The Group balance sheet has again strengthened during the year, with net working capital increasing 
by £620,000 to £1,182,000 (2012: £562,000) and a slightly increased ratio of current assets to current 
liabilities of 1.14 (2012: 1.07).  The Group’s gearing ratio has fallen to 2.3 from 3.2. Gearing is 
calculated as current bank borrowing over equity and interest cover has increased to 6.5 (2012: 5.0) 
further evidence of improvement in the Group’s financial position. 
 
Trade receivables have only increased by £397,000 despite the increased trading levels across the 
group. This is predominantly a result of increased trading in Ganymede Solutions (revenue up 44%) 
which is also reflected in the slight increase in ageing debtor profile as a number of Ganymede’s key 
customers have extended payment terms. The increase in other debtors reflects a marked increase in 
sales activity in week 52 compared to prior year, including a new contract in ATA Recruitment. Week 
52 sales that have not been invoiced at the year end are treated as other receivables (prior year: trade 
receivables). 
 
Financing and cash flow 
The Group’s current bank facilities include an overdraft of £50,000 and a confidential invoice 
discounting facility of up to £7.0m with HSBC. Both are renewable annually with the next review due in 
February 2015. The Group is currently operating well within its facility cap. 
The Board closely monitors the level of facility utilisation and availability to ensure that there is 
sufficient headroom to manage current operations and support the growth of the business. 
Post tax cash generation during the year has improved and our pro-active approach to debtor 
management has succeeded in limiting our working capital utilisation despite the 14% increase in 
revenue.       
 
The Group continues to be focussed on cash generation and building a robust balance sheet to support 
the growth of the business 
 
 
 
 
Sarah Dye         18 March 2014 
Group Finance Director        
 
 
  RTC Group plc Annual Report 2013  
 
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Governance 
 
Directors’ report 
For the year ended 31 December 2013 
 
The directors submit their report and the audited financial statements of the Company and of the 
Group for the year ended 31 December 2013. 
 
Principal activity 
The Group’s principal activity is the provision of recruitment services.  The Company’s principal 
activity is that of a holding company. 
 
Results and review of the business 
Group revenue for the year was up 13.7% at £48.9m. The Group recorded an operating profit for the 
year of £871,000 (2012: £592,000). 
 
A review of the Group’s business and developments during the year are set out in the overview, 
strategy and performance sections of this report. 
 
Share capital 
Details of share capital are shown in note 14. 
 
Directors 
The directors who served during the year and up to the date of this report were as follows:  
 
W J C Douie 
A M Pendlebury 
A Bailey (resigned 20 February 2013) 
J T White  
S Dye (appointed 20 February 2013) 
 
Directors’ interests in the 1p ordinary shares of the Company and their share options are set out in 
note 5 to the financial statements.  W J C Douie retires by rotation and offers himself for re-election.  
 
Significant shareholders 
The interests in excess of 3% of the issued ordinary share capital of the Company which have been 
notified at 20 February 2014 were as follows: 
  
Number of shares % issued share capital 
W J C Douie 
 
2,280,541 16.88% 
J T White 
 
2,262,986 16.75% 
Alison Chapman 
 
1,520,340 11.25% 
AM Pendlebury 
 
1,351,163 10.00% 
Chase Nominees Limited 
 
763,735 5.65% 
Brewin Nominees Limited 
 
624,598 4.62% 
Graham J Chivers 
 
573,428 4.24% 
JIM Nominees Limited 
 
475,000 3.52% 
  RTC Group plc Annual Report 2013  
 
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Governance 
 
Directors’ report 
For the year ended 31 December 2013 
 
Employees’ shareholdings 
The directors consider that it is in the interest of the Group and its shareholders that employees 
should have the opportunity to acquire shares in the Company, thus benefiting from the Group’s 
future progress.  To achieve this objective, under its EMI scheme, the Group  issued share options to 
some senior managers during  the year and is considering further grants in future under the same 
scheme. 
 
Employees 
The Group has continued to give full and fair consideration to all applications made by disabled 
persons, having regard to their respective aptitudes and abilities, and to ensure that they benefit from 
training and career development programmes, in common with all employees.  The Group has 
continued its policy of employee involvement by making information available to employees through 
periodic staff meetings and presentations, together with personal appraisals and feedback sessions. 
 
Creditor payment policy 
It is the Group’s payment policy for the year ending 31 December 2013, in respect of suppliers, to 
settle agreed outstanding accounts in accordance with the terms and conditions agreed with suppliers 
when placing orders. The Group will abide by these terms of payment. 
 
Directors’ indemnities 
The Company has qualifying third party indemnity provisions for the benefit of its Directors which 
remains in force at the date of this report. 
 
Dividends 
No dividends (2012: Nil) were paid during the year and no final dividend is proposed. 
 
Post balance sheet events 
There have been no significant events to report since the date of the balance sheet. 
 
Provision of information to auditor 
Each of the persons who are a director at the date when this report was approved has confirmed: 
 
 so far as the director is aware, there is no relevant audit information of which the Company’s 
auditor is unaware: and 
 that they have taken all the steps they ought to have taken to make themselves aware of any 
relevant audit information and to establish that the auditor is aware of that information. 
 
Going concern 
The Group has made a pre-tax profit of £736,000 from continuing operations and the directors have 
taken this into account when assessing the going concern basis of preparation. The directors are 
satisfied that taking account of the Group’s net assets of £1,701,000, its bank facilities which have 
been agreed until March 2015 and the Group’s trading and cash forecasts for the next 12 months, that 
the going concern basis of preparation is appropriate and the directors have reasonable expectation 
that the Group will continue in operational existence for the foreseeable future (in accordance with 
the guidance "Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009" issued 
by the Financial Reporting Council). 
  RTC Group plc Annual Report 2013  
 
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Governance 
 
Directors’ report 
For the year ended 31 December 2013 
 
Financial risk management objectives and policies 
Treasury activities take place under procedures and policies approved and monitored by the Board. 
They are designed to minimise the financial risks faced by the Group, which arise primarily from 
interest rate and liquidity risk. The Group’s policy throughout the period has been to ensure the 
continuity of funding by the use of an overdraft and an invoice discounting facility. 
 
The Group does not actively use financial instruments as part of its financial risk management. It is 
exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this 
through credit control procedures. 
 
The Group’s approach to financial risks is set out in note 17. 
 
Notice of the AGM can be found on page 57. 
 
Directors’ responsibilities statement 
The directors are responsible for preparing the annual report and the financial statements in 
accordance with applicable law and regulations.  
 
Company law requires the directors to prepare financial statements for each financial year.  Under 
that law the directors have elected to prepare the group financial statements in accordance with 
International Financial Reporting Standards (IFRSs) as adopted by the European Union and the 
company financial statements in accordance with United Kingdom Generally Accepted Accounting 
Practice (United Kingdom Accounting Standards and applicable law). Under company law the 
directors must not approve the financial statements unless they are satisfied that they give a true 
and fair view of the state of affairs of the group and company and of the profit or loss of the group 
for that period.  The directors are also required to prepare financial statements in accordance with 
the rules of the London Stock Exchange for companies trading securities on the Alternative 
Investment Market.   
 
In preparing these financial statements, the directors are required to: 
 
 select suitable accounting policies and then apply them consistently; 
 make judgements and accounting estimates that are reasonable and prudent; 
 state whether the group financial statements have been prepared in accordance with IFRSs as 
adopted by the European Union, subject to any material departures disclosed and explained in 
the financial statements; 
 state with regard to the parent company financial statements whether applicable UK Accounting 
Standards have been followed, subject to any material departures disclosed and explained in the 
financial statements; 
 prepare the financial statements on the going concern basis unless it is inappropriate to 
presume that the company will continue in business. 
  RTC Group plc Annual Report 2013  
 
17 | P a g e 
 
Governance 
 
Directors’ report 
For the year ended 31 December 2013 
 
 
The directors are responsible for keeping adequate accounting records that are sufficient to show 
and explain the company’s transactions and disclose with reasonable accuracy at any time the 
financial position of the company and enable them to ensure that the financial statements comply 
with the requirements of the Companies Act 2006.  They are also responsible for safeguarding the 
assets of the company and hence for taking reasonable steps for the prevention and detection of 
fraud and other irregularities. 
 
Website publication 
 
The directors are responsible for ensuring the annual report and the financial statements are made 
available on a website.  Financial statements are published on the company's website in accordance 
with legislation in the United Kingdom governing the preparation and dissemination of financial 
statements, which may vary from legislation in other jurisdictions.  The maintenance and integrity of 
the company's website is the responsibility of the directors.  The directors' responsibility also extends 
to the ongoing integrity of the financial statements contained therein. 
 
 
 
By order of the Board        18 March 2014 
S Dye 
Secretary  RTC Group plc Annual Report 2013  
 
18 | P a g e 
 
Governance 
 
Corporate governance statement 
For the year ended 31 December 2013 
 
Statement by the Directors on compliance with the UK Corporate Governance Code (the code)  
As a company listed on the Alternative Investment Market (AIM) of the London Stock Exchange, RTC 
Group plc is not required to comply with the code.  This report therefore does not describe how the 
Group has complied with the code and does not explain any departures from it.  However, the Group 
has considered the main principles of the code as they relate to an effective Board, being leadership, 
effectiveness, accountability, remuneration and relations with shareholders and taken steps to 
comply.  
 
The Group also supports the Quoted Companies Alliance ‘Corporate Governance Code for Small and 
Mid-Size Companies 2013’ (the guide) which is seen to set the standard that AIM companies should 
seek to adhere to. As the Group grows it intends, as far as practical to increasingly observe the 
principles in the guide. A brief outline of the Board and its committees, together with the Group’s 
systems of internal financial control is set out below. 
 
The Board  
The Board comprises the Group Chairman, the Group Chief Executive, the Group Finance Director and 
one non-executive Director.  Biographies of the directors appear on page 19. 
 
The Board has a schedule of matters specifically reserved for its decision. The Board meets regularly 
and is responsible for formulating the Group’s corporate strategy, monitoring financial performance, 
acquisitions, approval of major capital expenditure, treasury and risk management policies.  
 
Board papers are sent out to all directors in advance of each Board meeting including management 
accounts and accompanying reports from the executive directors. Annual budgets are approved by 
the full Board. Operational control is delegated by the Board to the executive directors. All directors 
have access to the advice of the Company Secretary and can take independent advice, if necessary, 
at the Company’s expense. 
  
 The Board meets formally no less than six times per year.  
The Group believes that it has at its disposal, in its non-executive director, J T White, its Chairman 
with his banking background and experience and its other executive directors, an appropriate range 
of skills and experience to ensure the interests of all stakeholders in the Group are fully 
accommodated. 
 
Board Committees 
The Board has established a remuneration committee and an audit committee.  
 
The audit committee comprises W J C Douie and A M Pendlebury, and is chaired by W J C Douie.  The 
committee meets as necessary to monitor the Group’s internal control systems and major accounting 
and audit related issues. 
 
The remuneration committee is responsible for determining the contract terms, remuneration and 
other benefits for executive directors, including performance-related bonus schemes.  The 
committee comprises W J C Douie and J T White.  It is chaired by W J C Douie.  However, W J C Douie 
is not involved in determining his own remuneration. 
  RTC Group plc Annual Report 2013  
 
19 | P a g e 
 
Governance 
 
Corporate governance statement 
For the year ended 31 December 2013 
 
William Douie, Group Chairman  
After two years in export sales, commencing in 1962, with British Oxygen, he moved into banking 
with Midland Bank and qualified as an associate of the Institute of Bankers.  In 1969 he moved into 
Merchant Banking, joining Keyser Ullmann Limited and spent six years in Investment Management 
before joining the Bank Board in 1975.  In 1981, following the merger of Keyser Ullmann and 
Charterhouse Japhet, he left to buy out, and become Chairman of, the Group’s Instalment Credit 
subsidiary, Broadcastle Plc, and to become Chairman of British Benzol Limited, a fully listed company 
in the solid fuel industry.  Following the acquisition by Broadcastle of Harton Securities Limited, he 
oversaw the merger of Broadcastle Plc and ATA Selection Plc, a USM listed recruitment company, 
before becoming Chairman of the Group in 1990. He joined with Clive Chapman in 1992 to purchase 
the ailing ATA Recruitment business from the group, and remains Executive Chairman. 
 
Andy Pendlebury, Group Chief Executive Officer 
Andy held a number of senior management positions during his long career with British Aerospace 
Plc. In 1992 he joined the Board of Wynnwith Engineering and was appointed Managing Director in 
1995 establishing the business as one of the United Kingdom’s fastest growing recruitment 
businesses. In 2002 Andy joined GKN Plc as interim Managing Director of the company's in-house 
recruitment business Engage and guided it through the Board's divestment strategy. From 2004 to 
2007, as Chief Executive, he engineered a trading turnaround and subsequent sale to the Morson 
Group of White & Nunn Holdings. He joined the board of RTC Group Plc as a non-executive in July 
2007, becoming Group Chief Executive in October 2007. 
 
Sarah Dye, Group Finance Director 
Sarah is a qualified chartered accountant with significant experience in strategic planning, 
commercial and operational finance. Her career has seen her work in both the public and private 
sectors in the UK and overseas. Sarah qualified with BDO in 1991 before moving to The Post Office 
Plc and then The Boots Company Plc gaining experience in risk management, internal audit and 
commercial finance. In 1998, Sarah joined Allied Domecq plc, a global spirits and wine company, 
becoming Finance and Planning Manager for Europe. In 2004 Sarah joined Nottingham Trent 
University where she held a number of senior finance positions. Sarah has spent a total of five years 
in New Zealand with the Office of the Auditor-General, working with central and local government 
entities and the tertiary sector. In March 2011 Sarah joined Staffline Group Plc as Group Financial 
Controller. Sarah was appointed as Group Finance Director of RTC Group Plc in February 2013. 
 
John White, Non-Executive Director 
John trained as a Mechanical Design Engineer at EMI Ltd then went into Contract Engineering being 
engaged by various engineering companies to work on specific projects.  In 1975 he became a 
Recruitment Contracts Manager in the sales and placement of Contract Engineers.  In 1977 John 
joined Shorterm Engineers Ltd (SEL) as a Director and became a junior equity partner.  With backing 
from Midland Montague Ventures Ltd, he led a Management Buyout taking individual overall control.  
Shorterm Group Ltd (SGL) continued its expansion programme organically and by acquisition whilst 
building up a management structure to become one of the largest technical employment agencies in 
the South of England.  In 1999 SGL was sold to Venture Capital Company 3i, who supported a new 
Management Buy-in.  He joined the board of RTC Group Plc as a non-executive in May 2012.  RTC Group plc Annual Report 2013  
 
20 | P a g e 
 
Governance 
 
Corporate governance statement 
For the year ended 31 December 2013 
 
Relations with shareholders 
The Board values the views of its shareholders. The Annual General Meeting is used to communicate 
with all investors and they are encouraged to participate. The Directors are available to answer 
questions. Separate resolutions are proposed on each issue so that they can be given proper 
consideration and there is a formal resolution to approve the Annual Report. 
 
Internal control 
Internal control systems are designed to meet the particular needs of the Group and the risks to 
which it is exposed, and by their nature can provide reasonable but not absolute assurance against 
material misstatement or loss.  The key procedures which the directors have established with a view 
to providing effective internal financial control are as follows: - 
 
 Management structure 
 The Board has overall responsibility for the Group and there is a schedule of matters specifically 
reserved for decisions by the Board. 
 Quality and integrity of personnel 
 The integrity and competence of personnel are ensured through high recruitment standards and 
subsequent training courses.  High quality personnel are seen as an essential part of the control 
environment. 
 Identification of business risks 
 The Board is responsible for identifying the major business risks faced by the Group and for 
determining the appropriate courses of action to manage those risks. The Boards of our Group 
businesses also actively identify risks, for example, through risk workshops, and ensure mitigating 
controls are in place. 
 Budgetary process 
 Each year the Board approves the annual budget.  Key risk areas are identified.  Performance is 
monitored and relevant action taken throughout the year through the monthly reporting to the 
Board of variances from the budget and preparation of updated forecasts for the year together 
with information on the key risk areas. 
 Authorisation procedures 
 Capital and revenue expenditure is regulated by a budgetary process and authorisation levels.  For 
expenditure beyond specified levels, detailed written proposals are submitted to and approved by 
the Board.  Once authorised, expenditure is reviewed and monitored by the Board. 
An annual programme of specialist audit reviews that is focused on key risk areas is approved by the 
audit committee. The audit committee ensures that these reviews are carried out by experts who are 
independent of the Group’s external auditors. 
 
  RTC Group plc Annual Report 2013  
 
21 | P a g e 
 
Governance 
 
Remuneration report 
For the year ended 31 December 2013 
 
Policy on Executive Directors’ remuneration 
The executive directors’ remuneration packages are designed to attract and retain high quality 
executives capable of achieving the Group’s objectives.  The Group’s policy is to provide 
remuneration packages for Executive directors at market levels for comparable jobs in the sector 
whilst recognising the relative size of the Group.  The remuneration committee continues to give full 
consideration to provisions set out in section D (remuneration) of the UK Corporate Governance 
Code in determining remuneration packages.  
The individual components of the remuneration package are discussed below. 
 
Basic salary  
Salary and benefits are reviewed annually by the remuneration committee.  The Committee takes 
into account independent research on comparable companies and general market conditions. 
 
Benefits 
Benefits comprise private healthcare and car allowances.  
 
Share options 
The Group has formulated a policy for the granting of share options to directors and full-time 
employees. Details are set out in note 5.  
 
Performance related bonuses 
Bonuses are paid at the discretion of the remuneration committee as an incentive and to reward 
performance during the financial year. Details are set out in note 5. 
 
Pensions 
For the year ended 31 December 2013, the Company contributed an amount equal to the following 
% of directors’ basic salaries to money purchase pension schemes: 
 
A M Pendlebury  15%  
S Dye   7.5% (appointed 20 February 2013) 
A Bailey   10% (resigned 20 February 2013) 
 
Service contracts 
A M Pendlebury has a service agreement with the Company, which is terminable upon 12 months’ 
notice in writing by either party. W J C Douie has a service agreement which is terminable upon 6 
months’ notice in writing by either party. S Dye has a service agreement which is terminable upon 6 
months’ notice in writing by either party. G Hewett and A Bailey’s service contracts were terminable 
on 6 months’ notice in writing by either party. 
Details of Directors’ remuneration can be found in note 5 to the financial statements. 
 
On behalf of the Board 
 
 
W J C Douie     18 March 2014 
Chairman       RTC Group plc Annual Report 2013  
 
22 | P a g e 
 
Financials 
 
Independent Auditor’s report to the members of 
RTC Group Plc 
For the year ended 31 December 2013 
 
 
We have audited the financial statements of RTC Group plc for the year ended 31 December 2013 
which comprise the consolidated statement of comprehensive income, the consolidated statement 
of changes in equity, the consolidated statement of financial position and company balance sheet, 
the consolidated statement of cash flows and the related notes.  The financial reporting framework 
that has been applied in the preparation of the group financial statements is applicable law and 
International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial 
reporting framework that has been applied in preparation of the parent company financial 
statements is applicable law and United Kingdom Accounting Standards (United Kingdom Generally 
Accepted Accounting Practice).  
 
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of 
Part 16 of the Companies Act 2006.  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, 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 Financial Reporting Council’s (FRC’s) Ethical Standards for Auditors.  
 
Scope of the audit of the financial statements 
 
A description of the scope of an audit of financial statements is provided on the FRC’s website at 
www.frc.org.uk/auditscopeukprivate. 
 
Opinion on financial statements 
 
In our opinion:  
 
 the financial statements give a true and fair view of the state of the Group’s and the parent 
company’s affairs as at 31 December 2013 and of the Group’s profit for the year then ended; 
 the Group financial statements have been properly prepared in accordance with IFRSs as 
adopted by the European Union; 
 the parent company’s financial statements have been properly prepared in accordance with 
United Kingdom Generally Accepted Accounting Practice; and 
 the financial statements have been prepared in accordance with the requirements of the 
Companies Act 2006.  RTC Group plc Annual Report 2013  
 
23 | P a g e 
 
Financials 
 
Independent Auditor’s report to the members of 
RTC Group Plc 
For the year ended 31 December 2013 
 
 
Opinion on other matters prescribed by the Companies Act 2006 
 
In our opinion the information given in the strategic report and directors’ report for the financial year 
for which the financial statements are prepared is consistent with the financial statements.  
 
Matters on which we are required to report by exception 
 
We have nothing to report in respect of the following matters where the Companies Act 2006 
requires us to report to you if, in our opinion: 
 
 adequate accounting records have not been kept by the parent company, or returns adequate 
for our audit have not been received from branches not visited by us; or 
 the parent company financial statements are not in agreement with the accounting records and 
returns; or 
 certain disclosures of directors’ remuneration specified by law are not made; or 
 we have not received all the information and explanations we require for our audit. 
 
 
 
 
 
 
 
Richard Wilson (senior statutory auditor) 
For and on behalf of BDO LLP, statutory auditor 
Nottingham 
18 March 2014 
 
 
BDO LLP is a limited liability partnership registered in England and Wales (with registered number 
OC305127).  RTC Group plc Annual Report 2013  
 
24 | P a g e 
 
Consolidated statement of comprehensive income  
For the year ended 31 December 2013 
 
 
 
  2013 2012 
 
Notes £'000 £'000 
    
Revenue 2,3 48,817 42,963 
Cost of sales   (43,295) (37,735) 
Gross profit 
 
5,522 5,228 
Administrative expenses   (4,651) (4,636) 
Profit from operations 4 871 592 
Financing expense 6 (135) (118) 
Profit before tax 
 
736 474 
Tax (expense) / credit 7 (224) 101 
Net profit and total comprehensive income for the year   512 575 
    
    
Earnings per ordinary share 
   
Basic  8 3.79p 4.26p 
Diluted  8 3.69p 4.26p 
Financials 
  RTC Group plc Annual Report 2013  
 
25 | P a g e 
 
Consolidated statement of changes in equity 
For the year ended 31 December 2013 
 
 
 
 Share 
capital 
Share 
premium 
Capital 
redemption 
reserve 
Share 
based 
payment 
reserve 
Accumulated 
losses 
Total 
equity 
 £'000 £'000 £'000 £'000 £'000 £'000 
At 1 January 2013 135 2,468 50 - (1,482) 1,171 
Profit and total 
comprehensive 
income for the year 
- - - - 512 512 
Share acquisition 
- - - - - - 
Share based payment 
reserve 
- - - 18 - 18 
At 31 December 
2013 
135 2,468 50 18 (970) 1,701 
 
 
 
 
 Share 
capital 
Share 
premium 
Capital 
redemption 
reserve 
Share 
based 
payment 
reserve 
Accumulated 
losses 
Total 
equity 
 £'000 £'000 £'000 £'000 £'000 £'000 
At 1 January 2012 135 2,468 50 33 (2,049) 637 
Profit and total 
comprehensive 
income for the year 
- - - - 575 575 
Share acquisition 
- - - - (41) 
(41) 
Share based payment 
reserve 
- - - (33) 33 - 
At 31 December 2012 135 2,468 50 - (1,482) 1,171 
 
 
 
The share based payment reserve comprises the cumulative share option charge under IFRS 2 less the 
value of any share options that have been exercised or have lapsed.  
 
 
  
Financials 
  RTC Group plc Annual Report 2013  
 
26 | P a g e 
 
Consolidated statement of financial position 
As at 31 December 2013 
 
 
 
  
2013 
2012 
Restated 
 
Notes £'000 £'000 
Assets 
   
Non-current 
   
Property, plant and equipment 9 431 403 
Deferred tax asset 10 110 239 
  
541 642 
Current 
   
Cash and cash equivalents 
 
232 336 
Inventories 11 15 13 
Trade and other receivables 12 9,127 8,059 
  
9,374 8,408 
Total assets   9,915 9,050 
    
Liabilities 
   
Current 
   
Trade and other payables 13 (4,230) (4,001) 
Corporation tax 
 
(95) - 
Current borrowings 13 (3,867) (3,845) 
 
  (8,192) (7,846) 
    
Non-current liabilities 
   
Creditors falling due after one year - finance leases 13 (22) (33) 
Net assets   1,701 1,171 
    
Equity 
   
Share capital 14 135 135 
Share premium   
 
2,468 2,468 
Capital redemption reserve 
 
50 50 
Share based payment reserve 
 
18 - 
Accumulated losses 
 
(970) (1,482) 
Total equity   1,701 1,171 
 
 
The financial statements were approved and authorised for issue by the Board and were signed on its 
behalf on 18 March 2014 by: 
 
 
 
A M Pendlebury  S Dye     
Director  Director  RTC Group plc Annual Report 2013  
 
27 | P a g e 
 
Consolidated statement of cash flows 
For the year ended 31 December 2013 
 
    2013 2012 
  Notes £'000 £'000 
        
Cash flows from operating activities       
Profit before tax   736 474 
Adjustments for:       
Depreciation, loss on disposal and amortisation   181 149 
Profit on sale of property, plant and equipment   3 - 
Employee equity settled share options   18 - 
Change in inventories   (2) 1 
Change in trade and other receivables   (1,068) (1,621) 
Change in trade and other payables   245 938 
Cash generated from operations   113 (59) 
Net cash from/(used) in operating activities   113 (59) 
Cash flows from investing activities       
Purchases of property, plant and equipment   (212) (260) 
Purchases of shares in subsidiary companies   - (41) 
Net cash used in investing activities   (212) (301) 
Cash flows from financing activities       
Net cash inflow/(outflow) from financing activities   (27) - 
Net increase/(decrease) in cash and cash equivalents 
from operations   (126) (360) 
        
Total net (decrease) in cash and cash equivalents 16 (126) (360) 
Cash and cash equivalents at beginning of period   (3,509) (3,149) 
Cash and cash equivalents at end of period 15 (3,635) (3,509) 
 
 
    
Financials 
  RTC Group plc Annual Report 2013  
 
28 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
 
1. Statement of Accounting Policies 
The principal accounting policies applied in the preparation of the Group financial statements are set 
out below.  These policies have been applied consistently to all the years presented, unless otherwise 
stated. 
 
a) Basis of Preparation  
   The financial statements have been prepared under the historical cost convention and in accordance 
with International Financial Reporting Standards (IFRS) and IFRC Interpretations as adopted by the 
European Union issued and effective at 1 January 2013 and with those parts of the Companies Act 
2006 applicable to companies reporting under IFRS.   
 The accounting policies which follow set out those policies which apply in preparing financial 
statements for the Group and the Company.   
The preparation of financial statements in conformity with IFRS requires management to exercise its 
judgment in the process of applying the Group’s accounting policies.  The areas involving a higher 
degree of judgment or complexity, or areas where assumptions and estimates are significant to the 
consolidated financial statements relate to the following: 
 Deferred tax asset – a prudent estimate is made as to the extent that it is probable that 
future taxable profits will be available to be utilised against unused tax losses; and 
 Depreciation of property, plant and equipment – the depreciation policy is calculated by 
reference to management’s estimates of the useful economic life of the property plant and 
equipment. 
The financial statements are presented in sterling and all values are rounded to the nearest thousand 
pounds (£’000) except where otherwise indicated. 
Restatement of prior year figures 
Invoice discounting balances were previously netted off cash and cash equivalents in the prior year. 
In the current year, the directors have restated them to borrowings resulting in no impact on 
reported profits or net assets. 
 
The company’s accounting reference date is 31 December. These financial statements are for the 
period 31 December 2012 to 29 December 2013. The comparative figures are for the period 2 January 
2012 to 30 December 2012. 
The Group has made a pre-tax profit of £736,000 (2012: £474,000) from continuing operations and the 
directors have taken this into account when assessing the going concern basis of preparation. The 
directors are satisfied that taking account of the Group’s net assets of £1,701,000, its bank facilities 
which have been agreed until March 2015 and the Group’s trading and cash forecasts for the next 12 
months, that the going concern basis of preparation is appropriate. 
      
Financials 
  RTC Group plc Annual Report 2013  
 
29 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
  Adoption of standards 
I. The Group has not early adopted the following new standards, amendments or interpretations that 
have been issued but are not yet effective. The directors anticipate that the adoption of these standards 
will not result in significant changes to the Group’s accounting policies. The Group has commenced its 
assessment of the impact of these standards but is not yet in a position to state whether these 
standards would have a material impact on its results of operations and financial position. 
 IFRS 9 Financial Instruments 
 IFRS 10 Consolidated Financial Statements (effective 1 January 2014) 
 IFRS 11 Joint Arrangements (effective 1 January 2014) 
 IFRS 12 Disclosure of Interests in Other Entities (effective 1 January 2014) 
 Offsetting Financial assets and Financial Liabilities (Amendments to IAS 32 and IFRS 7) 
(effective 1 January 2014) 
 
b) Basis of Consolidation 
 The Group financial statements consolidate the financial statements of RTC Group plc and 
subsidiaries drawn up to 31 December each year.  
 Subsidiaries are all entities over which the Group has the power to govern the financial and operating 
policies so as to obtain benefit from their activities. Subsidiaries are fully consolidated from the date 
on which control is transferred until the date that the control ceases.  The financial statements of 
subsidiaries used in the preparation of the consolidated financial statements are prepared for the 
same reporting year as the parent company and are based on consistent accounting policies. 
 The purchase method of accounting is used to account for acquisition of companies by the Group. 
 The accounts of Accurate Recruitment and Training Services PBT Limited have not been consolidated 
with those of the Company as the directors consider that the amounts involved are not material. 
  Inter-company transactions, balances and unrealised gains and losses on transactions between 
group companies are eliminated. 
c)  Revenue  
 Recruitment  
Revenue is measured at the fair value of the consideration received or receivable and represents 
amounts receivable for goods and services provided in the normal course of business, net of 
discounts, VAT and other sales-related taxes. 
The overriding principle is that revenue is recognised when the Group has fulfilled its contractual 
obligations. Contractual obligations may vary from client to client, however, generally: 
 revenue arising from the placement of permanent candidates is recognised at the time 
the candidate commences full-time employment; 
 revenue from temporary placements, which represents amounts billed for the services of 
temporary staff, including the salary cost of these staff, is recognised when the service 
has been provided; and 
 revenue from amounts billed to clients for expenses incurred on their behalf (principally 
contractor expenses) is recognised when the expense is incurred. 
Financials 
  RTC Group plc Annual Report 2013  
 
30 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
 Conferencing 
Revenue is recognised when the service is provided and represents  
 the sales value of conferencing provided that has occurred during the year, excluding 
value added tax; and 
 the sales value of rental income received from subletting areas of the conferencing site, 
excluding VAT. Rental income received is recognised on a straight line basis over the lease 
term.  
Revenue arising from bar and restaurant sales and from the provision of hotel accommodation 
within the Group’s conferencing facilities are recognised when the service is provided. 
  
d)    Property, Plant and Equipment 
Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated 
impairment losses. 
Depreciation is provided on a straight line basis in order to write off the cost, less residual value of 
each asset over its estimated useful life  as  follows: -    
 Short term lease improvements       33.3% equally per annum or equally over the lease term 
 Fixtures and office equipment          25%  - 33.3% per annum straight line 
 Motor vehicles                                     25%  - 33.3% per annum straight line 
Residual values and remaining useful economic lives are reviewed annually and adjusted if 
appropriate 
Gains and losses on disposal are included in the statement of comprehensive income for the period. 
  
 
e) Impairment of assets 
 The Group assesses at each statement of financial position date whether there is any indication that 
any of its assets have been impaired.  If any indication exists, the asset’s recoverable amount is 
estimated and compared to its carrying values. 
 An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its 
recoverable amount. The recoverable amount being the higher of fair value less cost to sell and value 
in use.  Impairment losses are recognised in the statement of comprehensive income for the period. 
f) Inventories 
 Inventories comprise of goods for resale and are stated at the lower of cost and net realisable value 
on a first-in-first-out basis. 
g) Leasing  
Rentals payable under operating leases charged to the profit for the period on a straight-line basis 
over the term of the lease. Operating lease incentives are credited to the statement of 
comprehensive income for the period over the lease term. 
Financials 
  RTC Group plc Annual Report 2013  
 
31 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
h) Income Taxes 
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid 
to the taxation authorities, based on tax rates and laws that have been enacted or substantively 
enacted by the statement of financial position date.  Income tax is charged or credited to profit or 
loss for the period unless it relates to items that are recognised in other comprehensive income, 
when the tax is also recognised in other comprehensive income, or to items recognised directly to 
equity, when the tax is also recognised directly in equity. 
 
i)  Deferred Taxation 
Deferred taxation is provided in full using the statement of financial position liability method.  
Deferred tax is the future tax consequences of temporary differences between the carrying amounts 
and tax bases of assets and liabilities shown on the statement of financial position.  Deferred tax 
assets and liabilities are not recognised if they arise in the following situations; the initial recognition 
of goodwill; or the initial recognition of assets and liabilities that affect neither accounting nor taxable 
profit.  The amount of deferred tax provided is based on the expected manner of recovery or 
settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially 
enacted at the statement of financial position date. 
The Group does not recognise deferred tax liabilities, or deferred tax assets, on temporary 
differences associated with investments in subsidiaries as it is not considered probable that the 
temporary differences will reverse in the foreseeable future.  It is the Group’s policy to reinvest 
distributable profits arising in Group companies. 
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 the deferred tax asset is 
reviewed at each statement of financial position 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. 
j) Retirement Benefit 
 Contributions to money purchase pension schemes are charged to the statement of comprehensive 
income for the period as they become payable in accordance with the rules of the scheme. 
k) Financial Instruments 
 The Group classifies financial instruments, or their component parts, on initial recognition as a 
financial asset, a financial liability or an equity instrument in accordance with the substance of the 
contractual arrangement. 
l) Share Based Payments 
The Group issues equity settled share based payments to certain employees. Equity settled share 
based payments are measured at fair value (excluding the effect of non-market based vesting 
conditions) at the date of grant. The fair value determined at the date of the grant of the equity 
settled share based payments is expensed on a straight line basis over the vesting period, based on 
the Group’s estimates of shares that will eventually vest and adjusted for the effect of non-market 
based vesting conditions. The effect of this is shown in note 5. Fair value is measured by use of a 
Black-Scholes model. 
Financials 
  RTC Group plc Annual Report 2013  
 
32 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
m) Trade Payables 
Trade payables are stated at their original invoiced value. Where not materially different to fair value, 
as the effect of discounting is not significant, they are stated at original invoice value. They are 
recognised on the trade date of the related transaction.  
n) Trade Receivables 
Trade receivables are stated at their original invoiced value reduced by appropriate allowances for 
estimated irrecoverable amounts. Where not materially different to fair value, as the effect of 
discounting is not significant, they are stated at original invoice value. They are recognised on the 
trade date of the related transactions.  Balances are written off when the probability of recovery is 
assessed as being remote.   
  
o)  Cash and Cash Equivalents 
Cash in the statement of financial position comprises cash at bank. 
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of 
cash, net of outstanding overdrafts and amounts due under invoice discounting arrangements. 
The overdrafts and invoice discounting arrangements are an integral part of the Group’s cash 
management and are therefore included as cash and cash equivalents. 
p)  Borrowings 
Interest-bearing borrowings are stated at amortised cost. 
q) Foreign Currencies 
 Transactions in foreign currencies are recorded in sterling using the rate of exchange ruling at the 
date of the transaction.  Monetary assets and liabilities denominated in foreign currencies at the 
balance sheet date are translated into sterling using the rate of exchange ruling at the balance sheet 
date and any gains or losses on translation are included in the statement of comprehensive income 
for the period.  
(r) Finance leases 
 Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed 
assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their 
useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases 
are those where substantially all of the benefits and risks of ownership are assumed by the company. 
Obligations under such agreements are included in creditors net of the finance charge allocated to 
future periods. The finance element of the rental payment is charged to the profit and loss account 
so as to produce a constant periodic rate of charge on the net obligation outstanding in each period. 
Financials 
  RTC Group plc Annual Report 2013  
 
33 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
2.     Segment analysis 
 
The Group is a provider of recruitment services that is based at the Derby Conference Centre.  The 
recruitment business comprises three distinct business units – ATA Recruitment servicing the UK 
SME engineering market and a number of vertical markets; ATA Global Staffing  Solutions servicing 
the international market and Ganymede Solutions supplying blue collar labour into rail, trades and 
labour and other markets. 
Segment information is provided below in respect of ATA Recruitment, ATA Global Staffing Solutions, 
Ganymede Solutions and the Derby Conference Centre which also provides hotel and conferencing 
facilities.  
 
The Group manages the trading performance of each segment by monitoring operating contribution 
and centrally manages working capital, borrowings and equity. 
 
Revenues are generated from permanent and temporary recruitment in the Recruitment division.  
Revenue is analysed by origin of customer/point of invoicing and as such all recruitment division 
revenues are supplied in the United Kingdom (see note 3 to the financial statements).  Hotel and 
conferencing services are wholly provided in the UK at the Derby Conference Centre. 
 
All revenues have been invoiced to external customers.  During 2013, one customer in the ATA Global 
Staffing Solutions segment contributed 10% or more of that segment’s revenues being £14.8m (2012: 
£13.7m). 
 
The segmental information for the current reporting period is as follows: 
 
 
 
Recruitment  Conferencing 
  ATA 
Recruitment  
ATA Global 
Staffing 
Solutions   
Ganymede 
Solutions 
Derby 
Conference 
Centre 
Total Group  
 2013 2013 2013 2013 2013 
 
£'000 £'000 £'000 £'000 £'000 
External sales revenue 
22,500 14,840 9,938 1,539 48,817 
Cost of sales (20,545) (13,340) (8,687) (723) (43,295) 
Segment gross profit 1,955 1,500 1,251 816 5,522 
Administrative 
expenses 
(954) (575) (461) (678) (2,668) 
Depreciation (27) - (8) (78) (113) 
Segment contribution 974 925 782 60 2,741 
Group costs     (1,870) 
Operating profit per statement of comprehensive income  
871 
 
 
 
 
 
 
Financials 
  RTC Group plc Annual Report 2013  
 
34 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
The segmental information for the previous reporting period was as follows: 
 
 
Recruitment  Conferencing 
  ATA 
Recruitment  
ATA Global 
Staffing 
Solutions   
Ganymede 
Solutions 
Derby 
Conference 
Centre 
Total Group  
 2012 2012 2012 2012 2012 
 
£'000 £'000 £'000 £'000 £'000 
External sales revenue 
20,601 13,736 6,885 1,741 42,963 
Cost of sales (18,292) (12,472) (6,228) (743) (37,735) 
Segment gross profit 2,309 1,264 657 998 5,228 
Administrative 
expenses 
(988) (641) (225) (777) (2,631) 
Depreciation (20) (2) (14) (60) (96) 
Segment contribution 1,301 621 418 161 2,501 
Group costs     (1,909) 
Operating profit per statement of comprehensive income  
592 
 
All operations are continuing. All assets and liabilities are held in the United Kingdom. 
 
 
3. Revenue 
 
Revenue is analysed by origin of customer/point of invoicing.  All goods and services are supplied in the 
United Kingdom (2012: United Kingdom). 
 
4. Profit on Group operations  
  2013 2012 
  £’000 £’000 
    
 Profit on Group operations for the year is stated after charging:-   
 Depreciation of owned tangible fixed assets 165 140 
 Depreciation of assets held under finance leases 16 9 
 Fees payable to the company’s auditor for the audit of the company’s 
annual accounts 
14 14 
 Fees payable to the company’s auditor for other services:-   
 - the audit of the company’s subsidiaries pursuant to legislation 34 29 
 - tax compliance 7 6 
 - other non-audit services 4 2 
 Operating lease expense in respect of:-   
 - land and buildings 317 340 
    
Financials 
  RTC Group plc Annual Report 2013  
 
35 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
     
5. Directors and employees remuneration 
 
The expense recognised for employee benefits (including directors) employed by the Group during 
the year is analysed below: 
 2013 2012 
 £'000 £'000 
   
Wages and salaries 5,056 5,013 
Social security costs 497 473 
Share based payments 18 - 
Other pension costs 93 85 
  5,664 5,571 
   
The average number of employees, including executive directors, during the year was: 
 
Number Number 
 
2013 2012 
Sales and administration staff 
129 112 
Conference support staff 
55 55 
Direct labour 
35 33 
  
219 200 
 
Directors’ remuneration 
The remuneration of the directors was as follows: 
 
 
2013 Fees Salary Bonus Benefits 
in kind 
Pension 
contributions 
Total 
2013 
 
£’000 £’000 £’000 £’000 £’000 £’000 
W J C Douie - 30 20 5 - 55 
A M Pendlebury - 150 50 10 35 245 
S Dye (appointed 20 Feb 2013) - 71 12 1 5 
89 
J T White 14 4 - - - 18 
A Bailey (resigned 20 Feb  
2013)* 
- 41 - 2 1 44 
 
14 296 82 18 41 451 
 
*Included within the salary figure above for A Bailey is £32,550 compensation for loss of office. 
 
 
 
 
 
Financials 
  RTC Group plc Annual Report 2013  
 
36 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
 
 
2012 Fees Salary Bonus Benefits in 
kind 
Pension 
contributions 
Total 
2012 
 £’000 £’000 £’000 £’000 £’000 £’000 
W J C Douie -   30 11 5 - 46 
A M Pendlebury - 150 24 3 35 212 
G Hewett (resigned 4 Apr 2012) -   68 - 2   3   73 
A Bailey  -   97 13 2 8   120 
J T White 18 - - - -   18 
 
   18   345 48 12   46   469 
 
 
Share based employee remuneration 
 
Share options and the weighted average exercise price are as follows for the reporting periods presented: 
 
    Weighted 
average 
exercise 
price 
(pence) 
 Weighted 
average 
exercise 
price 
(pence) 
   Number 2013 Number 2012 
Outstanding at start of period     1,052,081 9 507,304 50 
Granted 
    655,000 
16 
1,152,081 9 
Lapsed 
    (150,000) 
9 
(607,304) 43 
Outstanding at end of period     1,557,081 12 1,052,081 9 
 
 
The Group has the following outstanding share options and exercise prices: 
 
Number 
Weighted 
average 
exercise 
price 
(pence) 
Weighted 
average 
contractual 
life 
(months) 
Number 
Weighted 
average 
exercise 
price 
(pence) 
Weighted 
average 
contractual 
life 
(months) 
 
2013 
2013 
2013 
2012 2012 
2012 
       
Date exercisable 
(and option life) 
      
2015 (up to 2022) 902,081 9 97 1,052,081 9 112 
2016 (up to 2023) 
655,000 16 113 - - - 
 
Financials 
  RTC Group plc Annual Report 2013  
 
37 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
 
Details of the options of the Directors who served during the year are as follows: 
 
 
At 1 
January 
2013 Granted Lapsed 
At 31 
December 
2013 Date of grant 
Exercise 
price 
 
       W J C Douie 
75,000 - - 
75,000 
  27 Jan 2012 9p 
A M Pendlebury 675,581 105,000 - 780,581   
30 May 2013 
16p 
S Dye 
- 100,000 - 
100,000 
  30 May 2013 16p 
A Bailey (resigned 20 
February  2013) 
100,000 - (100,000) -   27 Jan 2012 9p 
 
 
The share interests of the Directors who served during the year, in the ordinary shares of the Company at 
the start and end of the year, were as follows: 
 
 
   
2013 2012 
 
 
     W J C Douie 
      
  
2,280,541 2,209,073 
A M Pendlebury         1,351,163 1,249,550 
S Dye 
      
  
43,000 - 
A Bailey (resigned 20  February 
2013) 
        723,763 723,763 
J T White 
      
  
2,262,986 2,191,517 
 
The market price of the Company’s shares on 31 December 2013 was 15.5p and the highest and the 
lowest share prices during the year were 17p and 11p respectively.  The total expense recognised in the 
statement of comprehensive income in respect of share based payment was £18,000 (2012: NIL). 
Financials 
  RTC Group plc Annual Report 2013  
 
38 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
 
6. Finance cost 
  2013 2012 
  £’000 £’000 
    
 Interest charge on invoice discounting arrangements and overdrafts 133 117 
 Interest charge on finance leases 2 1 
  135 118 
 
 
7.  Income tax  
 
  
Continuing operations 2013 2012 
 
£'000 £'000 
Analysis of tax:- 
  
Current tax 
  
UK corporation tax 95 - 
 
95 - 
Deferred tax 
  
Origination and reversal of temporary differences 129 (107) 
Adjustment in respect of previous period - 6 
Tax 224 (101) 
 
 
 Factors affecting the tax expense 
The tax assessed for the year is greater than (2012: less than) would be expected by multiplying profit 
on ordinary activities by the standard rate of corporation tax in the UK of 23.5 % (2012: 23%).  The 
differences are explained below:- 
 
Factors affecting tax expense 
   2013 2012 
 
£'000 £'000 
Result for the year before tax 
736 474 
Profit multiplied by standard rate of tax of 23.5% (2012: 23%) 173 116 
Non-deductible expenses 
17 17 
Losses carried forward 
 - 
Utilisation of losses 
34 (240) 
Adjustment in respect of previous periods 
- 6 
Tax charge/ (credit) for the year 
224 (101) 
 
Financials 
  RTC Group plc Annual Report 2013  
 
39 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
Factors that may affect future tax charges  
Estimated losses available to offset against future taxable profits on continuing operations in the UK 
amount to approximately £449,000 (2012: £813,000).  
 
The provision for deferred tax is calculated based on the tax rates enacted or substantially enacted 
at the balance sheet date. The Chancellor of the Exchequer has announced that the rate of 
corporation tax will be reduced each year until 2015 when it will remain at 20%. As at the balance 
sheet date, the rate of 20% has been substantively enacted when Finance Bill 2013 received its final 
reading in the House of Commons on 17 July 2013. 
  
8. Basic and diluted earnings per share 
 
The calculation of basic earnings per share is based on the earnings attributable to ordinary 
shareholders divided by the weighted average number of shares in issue during the year. 
The calculation of all diluted earnings per share is based on the basic earnings per share adjusted to 
allow for dilutive potential ordinary shares. 
 
 
Basic Diluted 
 2013 2012 2013 2012 
 
£'000 £'000 £'000 £'000 
Earnings £'000 512 575 512 575 
Weighted average number of 
shares 
13,511,626 13,511,626 13,889,918 13,511,626 
Earnings per share (pence) 
3.79p 4.26p 3.69p 4.26p 
 
Details of share options in place can be found in note 5. 
Financials 
  RTC Group plc Annual Report 2013  
 
40 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
 
9.   Property, plant and equipment 
 
 
 Short leasehold  Fixtures  & Motor vehicles Capital Total 
 improvements equipment  work-in-
progress 
 
 
£'000 £'000 £'000 £’000 £'000 
Cost 
     
At 1 January 2013 
418 1,740 33 - 2,191 
Additions 
9 86 13 104 212 
Disposals 
 (560) (22) - (582) 
At 31 December 2013 
427 1,266 24 104 1,821 
  
          
Depreciation 
     
At 1 January 2013 
391 1,380 17 - 1,788 
Charge for the year 
20 152 9 - 181 
Disposals 
 (557) (22) - (579) 
At 31 December 2013 
411 975 4 - 1,390 
      
Net book amount 
     
At 31 December 2013 
16 291 20 104 431 
At 31 December 2012 
27 360 16 - 403 
 
Financials 
  RTC Group plc Annual Report 2013  
 
41 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
 
   Short 
leasehold 
improvements 
Fixtures 
and 
equipment 
Motor 
vehicles 
Total 
   £’000 £’000 £’000 £’000 
 Cost      
 At 1 January 2012  418 1,495 40 1,953 
 Additions   - 245 15 260 
 Disposals   - - (22) (22) 
 At 31 December 2012  418 1,740 33 2,191 
 Accumulated depreciation      
 At 1 January 2012  382 1,248 31 1,661 
 Depreciation  9 132 8 149 
 Disposals   - - (22) (22) 
 At 31 December 2012  391 1,380 17 1,788 
 Carrying value      
 At 31 December 2012  27 360 16 403 
 At 31 December 2011  36 247 9 292 
  
 
There is a charge over Group’s fixed assets in respect of the Group’s overdraft and invoice 
discounting facilities.    
 
There were no contractual capital commitments for the acquisition of property, plant and equipment 
at 31 December 2013 (2012: Nil).  
 
The net book value of assets held under finance leases at 31 December 2013 was £34,000 (2012: 
£40,000) and are all relating to fixtures and equipment. 
Financials 
  RTC Group plc Annual Report 2013  
 
42 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
 
10.   Deferred tax asset 
 2013 2012 
 
£'000 £'000 
   
At 1 January 2013 
239 132 
(Charge)/ credit to the profit for the year 
(129) 107 
At 31 December 2013 
110 239 
 
  
The deferred tax asset is analysed as: 
  
 
  
Recognised 
2013 2012 
 
£'000 £'000 
Depreciation in excess of capital allowances 
99 135 
Tax losses carried forward 
11 96 
Short-term temporary differences 
- 8 
  
110 239 
 
  
Unrecognised 
2013 2012 
 
£'000 £'000 
 
  
Tax losses carried forward 
83 91 
 
 
Tax losses carried forward of £397,000 (2012:£397,000) have not been recognised due to uncertainty 
over the availability of future taxable income in the related trading subsidiary against which the asset 
can be utilised.  
 
11.   Inventories 
    2013 2012 
    £’000 £’000 
 Food, drink and goods for resale   15 13 
 
Financials 
  RTC Group plc Annual Report 2013  
 
43 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
                                                                                                                                                                                                                                                        
12.  Trade and other receivables 
 
 2013 2012 
 £'000 £'000 
Amounts falling due within one year:   
Gross trade receivables 7,910 7,550 
Allowance for credit losses (21) (58) 
Net trade receivables 7,889 7,492 
Other receivables  53 86 
Prepayments and accrued income 1,185 481 
  9,127                8,059  
 
 
 Allowances for credit losses on trade receivables for doubtful debts 
 
 
2013 2012 
 
£'000 £'000 
Allowances at 1 January 58 62 
Additions - charged to statement of comprehensive income 4 47 
Allowances used 
(39) (51) 
Allowances reversed 
(2) 
- 
Allowances as at 31 December 21 58 
 
 
An analysis of aged debtors past due but not impaired is shown below: 
 
 
Total Current 
Past due by 
30 days or 
less 
Past due 
between 31 to 60 
days 
Past due over 
61 days 
 
£'000 £'000 £'000 £'000 £'000 
     
 
2013 Trade receivables 
           
7,889  
                
5,100  
                
1,980  
                             
512  
                        
297  
2012 Trade receivables 
           
7,492  
                
5,912  
                
1,140                        367                73  
 
The Group does not hold any collateral in respect of the above balances.  
 
Financials 
  RTC Group plc Annual Report 2013  
 
44 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
 
13.  Liabilities 
 
 2013 2012 
  Restated 
 £'000 £'000 
Trade and other payables   
Trade payables 505 655 
Other taxes and social security costs 1,238 1,603 
Finance leases 11 22 
Other payables 315 215 
Accruals and deferred income 2,161 1,515 
 4,230 4,010 
   
Creditors falling due after one year relate to finance leases. Finance leases are secured on the 
assets concerned. 
   
Creditors falling due after one year   
Two to five years 22 33 
   
 
2013 2012 
 
 
Restated 
 
£'000 £'000 
Borrowings   
Invoice discounting arrangements 
                         
3,867  3,845 
Allowances as at 31 December 
3,867 3,845 
 
 Maturity of trade payables is between one and three months.  
 
During the year the Group has used its bank overdraft which is secured by a cross guarantee and 
debenture (fixed and floating charge over all assets) over all group companies, and its invoice 
financing facility that is secured over the book debts of the Group. There have been no defaults of 
interest payable or unauthorised breaches of financing agreement terms during the current or prior 
year. 
 
 
Financials 
  RTC Group plc Annual Report 2013  
 
45 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
14. Share capital 
  2013 2012 
  £’000 £’000 
    
 Allotted, issued and fully paid – ordinary shares of 1p each:   
 As at 1 January 2013  13,511,626 shares (2012: 13,511,626 shares) 135 135 
 As at 31 December 2013 13,511,626 shares (2012: 13,511,626 shares) 135 135 
 
 
15. Reconciliation of net cash flow to movements in net debt  
 2013 2012 
 £’000 £’000 
   
Decrease in cash in the year (126) (360) 
Cash outflow from changes in debt and lease financing - - 
Movement in net funds in the year (126) (360) 
Net debt at 1 January 2013 (3,509) (3,149) 
Net debt at 31 December 2013 (3,635) (3,509) 
   
 
 
16. Analysis of net debt 
 
 At 
1 January 
2013 
Cash Flows Other non- 
cash 
movements 
At 
31 December  
2013 
 £’000 £’000 £’000 £’000 
     
     
Overdraft and invoice 
discounting arrangements 
(3,509) 
 
(126) - (3,635) 
Net debt (3,509) (126) - (3,635) 
     
 
Financials 
  RTC Group plc Annual Report 2013  
 
46 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
17. Risk management objectives and policies 
The Group is exposed to various risks in relation to financial instruments. The Group’s risk 
management is coordinated at its headquarters, in close co-operation with the Board of Directors.   
Treasury activities take place under procedures and policies approved by and monitored by the 
Board. They are designed to minimise the financial risks faced by the Group. 
 
 The Group does not actively engage in the trading of financial assets for speculative purposes. The 
most significant financial risks to which the Group is exposed are described below. 
 
 Interest rate risk 
 The Group has financed its operations through a mixture of retained profits and bank borrowings and 
has sourced its main borrowings through a variable rate overdraft facility and an invoice discounting 
facility.   Competitive interest rates are negotiated. The following table illustrates the sensitivity of 
the net result for the year and equity to a reasonably possible change in interest rates of +/- one 
percentage point with effect from the beginning of the year. 
   
   
 2013 
£’000 
2013 
 % 
2012 
£’000 
2012 
% 
 
 +1% -1% +1% -1% 
Increase /(decrease) in net result and equity £’000 32 (32) 33 (33) 
  
Liquidity risk 
The Group seeks to mitigate liquidity risk by effective cash management.  The Group’s policy 
throughout the year has been to ensure the continuity of funding by the use of an overdraft facility 
of £50,000 and an invoicing discount facility up to £7.0m as required. 
 
Credit risk 
The Group extends credit to recognised creditworthy third parties.   
 
Trade receivable balances are monitored to minimise the Group’s exposure to bad debts.  Individual 
credit limits are set based on internal or external ratings in accordance with limits set by the Board.  
Independent credit ratings are used if available to set suitable credit limits.  If there is no 
independent rating, the Board assesses the credit quality of the customer, taking into account its 
financial position, past experience and other factors. The utilisation of credit limits is regularly 
monitored. At the year-end none of the trade receivable balances that were not past due or 
specifically provided against exceed set credit limits and management does not expect any losses 
from non-performance by these counterparties.  
 
Foreign currency sensitivity 
The Group incurs costs and generates revenues denominated in currencies other than sterling. As a 
result the value of the Group’s non sterling revenues, costs, financial assets and cash flows can be 
affected by movements in exchange rates, in particular the dollar and euro exchange rates. The 
Group’s objective in managing the currency exposure is to match revenues and expenses at similar 
exchange rates.  
 
Financials 
  RTC Group plc Annual Report 2013  
 
47 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
 
Borrowing facilities 
The Group has an invoice discounting facility of £7.0m (2012: £5.2m) and an overdraft facility of 
£50,000 (2012:£50,000). 
 
Financial assets and liabilities 
The Group has the following financial assets: 
 Trade receivables (see note 12) 
 Other debtors excluding prepayments of £886,000 (2012:£340,000) 
Each of the financial assets would be classified as loans and receivables under the relevant IAS 39 
category. 
 
The Group’s financial liabilities consist of trade and other payables and would be classified as 
financial liabilities at amortised cost under the relevant IAS 39 category.   All the Group’s financial 
liabilities mature in less than one year other than assets held under finance leases. Assets held under 
finance leases are not material. 
      
There is no difference between the fair value and carrying value of financial instruments.  
There have been no changes in the financial risks from the previous year. 
 
18.  Operating lease commitments  
As a lessee the Group had commitments under non-cancellable operating leases on land and 
buildings as follows:- 
    2013 2012 
   £’000 £’000 
     
 Within one year  320 311 
 Between two and five years  513 538 
 Over five years  - - 
 Total  833 849 
     
 
The leasing arrangements are for office space for the Group Head Office in Derby and a network of 
regional offices.  
 
As at the balance sheet date £810,000 (2012: £1,170,000) was expected to be received under non-
cancellable sub-leases. Split as follows: 
    2013 2012 
   £’000 £’000 
     
 Within one year  360 360 
 Between two and five years  450 810 
 Over five years   - 
 Total  810 1,170 
     
 
Financials 
  RTC Group plc Annual Report 2013  
 
48 | P a g e 
 
Notes to the Group financial statements 
For the year ended 31 December 2013 
 
 
19. Retirement benefit obligations 
The Group operates money purchase pension schemes for eligible employees. The total pension cost 
for the Group for the year ended 31 December 2013 for the schemes was £93,105 (2012: £85,000) 
and as at 31 December 2013 there were contributions of £18,020 (2012: £13,958) outstanding. 
 
 
20. Related party transactions 
RTC Group Plc is the parent company of the Group that includes the following trading entities that 
have been consolidated: 
 
ATA Management Services Limited 
ATA Recruitment Limited      
The Derby Conference Centre Limited 
Ganymede Solutions Limited 
ATA Global Staffing Solutions Limited 
 
The Group, as permitted by the scope paragraph of IAS 24, Related Party Disclosures, has not 
disclosed transactions with other group companies that are eliminated on consolidation in the Group 
financial statements. 
 
The Directors consider that the key management personal are the Group Directors as listed in note 5. 
 
21.  Capital management 
 The Group’s objectives when managing capital are: 
 To safeguard the entity’s ability to continue as a going concern, so that it can continue to 
provide returns to shareholders and benefits to other stakeholders, and 
 To provide an adequate return to shareholders by pricing products and services 
commensurately with the level of risk 
 
The Group uses its overdraft and invoice discounting facilities to manage its short term working 
capital requirements. 
 
The Group manages the capital structure and ratio of debt to equity and makes adjustments to it in 
the light of changes in economic conditions. 
 
Financials 
  RTC Group plc Annual Report 2013  
 
49 | P a g e 
 
                           
 
 
 
 
 
RTC GROUP PLC 
 
 
Company statutory financial statements 
For the year ended 31 December 2013 
(Prepared under UK GAAP) 
 
 
Company number 2558971 
 
Financials 
  RTC Group plc Annual Report 2013  
 
50 | P a g e 
 
Company balance sheet       
As at 31 December 2013 
 
Company number:  2558971 
 
 
 
Note 2013 2012 
    
  
£'000 £'000 
Fixed assets 
   
Investments 24 59 59 
  
59 59 
Current assets 
   
Debtors 25 2,056 1,560 
  
2,056 1,560 
Current liabilities 
   
Creditors falling due within one year 27 (186) (120) 
Net current assets   1,870 1,440 
    
Net assets   1,929 1,499 
        
Equity 
   
Called up share capital 31 135 135 
Share premium 28 2,468 2,468 
Capital Redemption Reserve 28 50 50 
Share based payment reserve 28 18 - 
Profit and loss account 28 (742) (1,154) 
Shareholders' funds 30 1,929 1,499 
 
 
 
The financial statements were approved and authorised for issue by the Board and were signed on its 
behalf on 18 March 2014 by: 
 
 
 
S Dye 
Director 
 
 
 
A M Pendlebury 
Director 
 
 
Financials 
  RTC Group plc Annual Report 2013  
 
51 | P a g e 
 
Notes to the Company financial statements 
For the year ended 31 December 2013 
 
 
22. Accounting policies 
 
RTC Group plc (“the Company”) was incorporated and is domiciled in the United Kingdom. Its 
registered office and principal place of business is The Derby Conference Centre, London Road, 
Derby, DE24 8UX and its registered number 2558971. 
 
The company’s accounting reference date is 31 December. These financial statements are for the 
period 31 December 2012 to 29 December 2013. The comparative figures are for the period 2 
January 2012 to 30 December 2012. 
 
(a) Accounting convention 
 The financial statements have been prepared under the historical cost convention and in accordance 
with United Kingdom Generally Accepted Accounting Practice (‘United Kingdom Accounting 
Standards and applicable law’). 
  
(b) Investments 
 Shares in subsidiary companies are stated at cost less provision for any impairment in value. 
 
(c) Deferred taxation 
As required by Financial Reporting Standard 19 ‘Deferred Tax’, full provision is made for deferred tax 
assets and liabilities arising from all timing differences between the recognition of gains and losses in 
the financial statements and recognition in the tax computation, except for those timing differences 
in respect of which the standard specifies that deferred tax should not be recognised. Deferred tax 
assets are recognised to the extent that it is probable there will be sufficient future profits against 
which the asset will be relieved. Deferred tax assets and liabilities are calculated at the tax rates 
expected to be effective at the time the timing differences are expected to reverse. Deferred tax is 
not discounted. 
 
(d) Pension costs 
 Contributions to money purchase pension schemes are charged to the profit and loss account as they 
become payable in accordance with the rules of the scheme. 
(e) Financial instruments 
 The only financial instruments held by the Company are Sterling financial assets and liabilities.  They 
have been included in the financial statements at their undiscounted respective asset or liability 
values.  
 
 (f) Shared based payments 
The Company has applied the requirements of Financial Reporting Standard 20 Share Based 
Payments. 
Financials 
  RTC Group plc Annual Report 2013  
 
52 | P a g e 
 
Notes to the Company financial statements 
For the year ended 31 December 2013 
 
 
The Company issues equity settled share based payments to certain employees. Equity settled share 
based payments are measured at fair value (excluding the effect of non-market based vesting 
conditions) at the date of grant. The fair value determined at the date of the grant of the equity 
settled share based payments is expensed on a straight line basis over the vesting period, based on 
the Company's estimates of shares that will eventually vest and adjusted for the effect of non-market 
based vesting conditions. The effect of this is shown in note 6.  Fair value is measured by use of a 
Black-Scholes model.   
 
23. Company profit and loss account 
The Company has not presented its own profit and loss account as permitted by Section 408 of the 
Companies Act 2006.  The Company’s profit after taxation for the year amounted to £412,000 (2012: 
profit of £214,000). 
 
24. Investments 
 
 
2013 2012 
Shares in subsidiary undertakings - Company 
£'000 £'000 
Cost at 1 January 1,605 
1,553 
Investment in subsidiary company - 52 
Cost at 31 December 1,605 1,605 
Accumulated impairment losses at 1 January 
 
1,546 
 
1,546 
Charge in year -  - 
Provision for impairment at 31 December 
1,546 1,546 
Net book value at 31 December 
59 59 
  
 At 31 December 2013 the Company held the share capital of the following subsidiary undertakings: 
  
Subsidiaries 
Proportion 
of 
ordinary 
share 
capital 
held 
Country of 
incorporation 
Nature of 
business 
ATA Management Services Limited 100% England and Wales Support Services 
ATA Recruitment Limited 100% England and Wales Recruitment 
The Derby Conference Centre 
Limited 
100% England and Wales Conferencing 
Services 
Ganymede Solutions Limited 100% England and Wales Recruitment 
ATA Global Staffing Solutions Limited 100% England and Wales Recruitment  
Accurate Recruitment and Training 
Services PVT Limited 
90% India Recruitment 
    
  Subsidiary undertakings that are dormant have not been included in the above list.  
 
Financials 
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53 | P a g e 
 
Notes to the Company financial statements 
For the year ended 31 December 2013 
 
 
25. Debtors 
 2013 2012 
 £'000 £'000 
   
Amounts falling due within one year:   
Amounts owed by group undertakings 2,034 1,508 
Deferred tax asset (see note 26 below) - 34 
Prepayments 22 18 
  2,056 1,560 
  
26. Deferred tax asset 
 2013 2012 
 
£'000 £'000 
   
At 1 January 2013 
34 3 
(Charge)/ credit to the profit for the year 
(34) 31 
At 31 December 2013 
- 34 
 
  
The deferred tax asset is analysed as: 
  
 
  
Recognised 
2013 2012 
 
£'000 £'000 
Tax losses carried forward 
- 31 
Short-term temporary differences 
- 3 
  
- 34 
 
27. Creditors – amounts  falling due within one year 
 
 2013 2012 
 £'000 £'000 
Trade and other payables   
Bank loans and overdraft 50 17 
Other taxes and social security costs 22 23 
Other creditors 13 16 
Accruals  101 64 
  186 120 
 
During the year the company has used its bank overdraft which is secured by a cross guarantee and 
debenture (fixed and floating charge over all assets) over all group companies 
  RTC Group plc Annual Report 2013  
 
54 | P a g e 
 
Notes to the Company financial statements 
For the year ended 31 December 2013 
 
27.  Reserves reconciliation 
 Capital  
redemption 
reserve 
Share 
premium 
Share based 
payment 
reserve 
Profit and loss 
account 
 £'000 £'000 £'000 £'000 
     
     
At 1 January 2013 50 2,468 - (1,154) 
Share based payment reserve - - 18 - 
Profit for the year - - - 412 
At 31 December 2013 50 2,468 18 (742) 
 
28.  Contingent liability 
The Company has entered into a cross guarantee and debenture (fixed and floating charge over all 
assets) with the Group’s bankers in respect of net £50,000 (2012: £50,000) overdraft facilities 
extended to certain of the subsidiaries of the Company. 
 
29.  Shareholders’ Funds 
 2013 2012 
 £'000 £'000 
At 1 January 2013 1,499 1,285 
Share based payment reserve 18 - 
Profit for the year 412 214 
At 31 December 2013 1,929 1,499 
 
30. Share capital 
  2013 2012 
  £'000 £'000 
   
 Allotted, issued and fully paid - ordinary share of 1p each   
At 1 January 2013  and 31 December 2013 13,511,626 shares (2012: 
13,511,626 shares) 
135 135 
  
Share options 
Details of share options and the share based payment charge calculation are set out in note 5. 
Financials 
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55 | P a g e 
 
Notes to the Company financial statements 
For the year ended 31 December 2013 
 
31. Directors and employees remuneration 
 The Directors of the Company are the only employees for the Company and are the same as those of 
the Group. Their remuneration is set out in note 5. 
 
 
32. Related Party Transactions. 
 
 The Group, as permitted by the scope paragraph of FRS8, Related Party Disclosures, has not disclosed 
transactions with other wholly owned Group companies. 
  
33. Pension Commitments. 
 
The company operates a defined contribution pension scheme, the assets of which are held 
separately from those of the company in an independently administered fund. Included in other 
creditors were £4,708 (2012: £Nil) of outstanding contributions. 
Financials 
 
Financials 
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56 | P a g e 
 
Directors and advisers 
   
 
 
 
Directors Registered office 
W J C Douie The Derby Conference Centre 
A M Pendlebury London Road 
J T White DE24 8UX 
S Dye (appointed 20 February 2013) 
 
 
Company secretary Registered number 
S Dye (appointed 20 February 2013) 2558971 
 
 
Nominated adviser and broker Solicitors 
Allenby Capital Limited Lawrence Graham LLP 
3 St Helen’s Place 4 More London Riverside 
London London 
EC3A 6AB SE1 2AU 
 
Bankers    
HSBC plc  
1 St Peters Street   
Derby  
DE1 2AE           
 
Auditor Registrars 
BDO LLP Computershare Services Plc 
Regent House P O Box 82 
Clinton Avenue The Pavilions 
Nottingham Bristol  
NG5 1AZ BS99 7NH 
Financials 
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57 | P a g e 
 
Notice of Annual General Meeting 
 
Notice is hereby given that the Annual General Meeting of RTC Group Plc will be held at the offices of 
Lawrence Graham LLP, 4 More London Riverside, London, SE1 2AU on 21 May 2014 at 12 noon for the 
following purpose: - 
To consider, and if thought fit, pass the following resolutions which will be proposed as to resolutions 1 to 
5 as ordinary resolutions and as to resolutions 6 to 8 as special resolutions: 
1.  To receive and adopt the Directors’ and Auditors’ Report and the Financial Statements for the 
year ended 31 December 2013. 
2.  To receive and approve the Remuneration Report for the year ended 31 December 2013. 
3.  To re-elect  WJC Douie, a director of the Company, who retires by rotation, as a director of the 
Company. 
4. To re-appoint BDO LLP as auditors of the Company in accordance with Section 489 of the 
Companies Act 2006, until the conclusion of the next Annual General Meeting, and to authorise 
the Directors to fix their remuneration. 
5.  THAT in substitution of all previous authorities to the extent unused, the Directors be and are 
hereby generally and unconditionally authorised for the purposes of section 551 of the 
Companies Act 2006 (‘the Act’), to exercise all the powers of the Company to allot shares in the 
Company and grant rights to subscribe for or to convert any securities into shares in the Company 
up to an aggregate nominal amount (within the meaning of sections 551(3) and (6) of the Act) of 
£40,535, this authority to expire on 30 June 2015 or the conclusion of the Annual General 
Meeting to be held in 2015 (whichever is earlier) unless previously renewed, varied or revoked by 
the Company in general meeting, save that the Company may before such expiry make an offer or 
agreement which would or might require shares in the Company to be allotted or rights to 
subscribe for or to convert any securities into shares in the Company to be granted after such 
expiry and the directors may allot shares in the Company or grant rights to subscribe for or to 
convert any securities into shares in the Company in pursuance of any such offer or agreement as 
if the authority conferred hereby had not expired. 
6.  THAT, subject to the passing of Resolution 5 above, the Directors be and are hereby generally and 
unconditionally empowered pursuant to sections 570 and 573 of the Act to allot equity securities 
(within the meaning of section 560 of the Act) wholly for cash pursuant to the authority conferred 
by Resolution 5 above as if section 561 of the said Act did not apply to any such allotment, 
provided that this power shall be limited to the allotment of equity securities:  
(a)  in connection with a rights issue, open offer or any other pre-emptive offer in favour of ordinary 
shareholders (excluding any shareholder holding shares as treasury shares) but subject to such 
exclusions or other arrangements as the directors may deem necessary or expedient to deal with 
fractional entitlements, record dates, legal or practical problems arising in, or pursuant to, the 
laws of any overseas territory, the requirements of any regulatory body or stock exchange or any 
other matter whatsoever; and  
 
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Notice of Annual General Meeting 
(b)  otherwise than pursuant to paragraph 6 (a) above, up to an aggregate nominal amount of 
£40,535, provided that this power shall expire on 30 June 2015 or the conclusion of the Annual 
General Meeting of the Company to be held in 2015, (whichever is earlier) unless previously 
renewed, varied or revoked by the Company in general meeting, save that the Company may 
before such expiry make any offer or agreement which would or might require equity securities 
to be allotted after such expiry and notwithstanding such expiry and the Directors may allot 
equity securities, in pursuance of such offer or agreement as if this power had not expired. 
7.  THAT the Company be and is hereby generally and unconditionally authorised for the purposes of 
section 701 of the Act to make market purchases (as defined in section 693(4) of the Act) of 
ordinary shares of 1p each in the capital of the Company provided that: 
(a)  the maximum number of ordinary shares 1p each in the capital of the Company hereby 
authorised to be acquired is 1,351,163; 
(b)  the minimum price (exclusive of all expenses) which may be paid for such shares is 1p per share; 
(c)  the maximum price which may be paid for such shares is, in respect of a share contracted to be 
purchased on any day, an amount equal to 105 per cent. of the average of the middle-market 
prices shown in the quotations for ordinary shares of the Company in the Daily Official List of the 
London Stock Exchange on the five business days immediately preceding the day on which the 
share is contracted to be purchased; 
(d)  the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting 
following the date upon which this resolution was passed or 15 months following the date upon 
which this resolution was passed (whichever is earlier); and 
(e)  the Company may contract to purchase its own shares under the authority hereby conferred prior 
to the expiry of such authority, which will or may be executed wholly or partly after the expiry of 
such authority, and may make a purchase of its own shares in pursuant of any such contract. 
8. THAT, subject to the confirmation of the Court, the share premium account of the Company be 
cancelled and the amount by which the share premium account is so cancelled be credited to a 
reserve. 
 
 
 
By Order of the Board        18 March 2014 
 
Registered Office: 
The Derby Conference Centre 
London Road 
Derby 
DE24 8UX 
 
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Notice of Annual General Meeting  
 
NOTES: 
1. Only those members registered on the Company’s register of members at 
 6.00p.m. on 19 May 2014; or 
 if this meeting is adjourned, at 6.00p.m. on the date which is two days prior to the adjourned 
meeting;  
shall be entitled to attend and vote at the Meeting. 
2. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one 
or more proxies to attend, speak and, on a poll, vote in his/her stead. A proxy need not be a 
member of the Company. You can only appoint a proxy using the procedures set out in these 
notes and the notes to the proxy form. 
3. A member of the Company may appoint more than one proxy provided each proxy is appointed 
to exercise rights attached to different shares. A member is not entitled to appoint more than 
one proxy to exercise rights attached to any one share. Please contact the Company’s Registrar if 
you wish to appoint more than one proxy. 
4. A proxy form for use in connection with the meeting accompanies this report and accounts. 
Additional copies may be obtained from the registered office. The proxy  form and any power of 
attorney under which it is signed must be lodged at the address printed on the proxy form not 
less than 48 hours before the time appointed for holding the meeting. The fact that members 
may have completed forms of proxy will not prevent them from attending and voting in person 
should they afterwards decide to do so. 
5. Alternatively if you are a member of CREST, you may register the appointment of a proxy by using 
the CREST electronic proxy appointment service.  
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy 
appointment service may do so for the Annual General Meeting and any adjournment(s) thereof 
by using the procedures described in the CREST manual (available via 
www.euroclear.com/CREST). 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.  
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 authenticated in 
accordance with Euroclear UK and Ireland Limited's ("Euroclear") 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 Company's agent (Computershare) by the latest time(s) for receipt of proxy 
appointments specified above. For this purpose, the time of receipt will be taken to be the time 
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60 | P a g e 
 
(as determined by the time stamp applied to the message by the CREST Applications Host) from 
which the Company'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.  
CREST members and, where applicable, their CREST sponsors or voting service provider(s) should 
note that Euroclear 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.  
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in 
Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.  
6. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, 
only the appointment submitted by the most senior holder will be accepted. Seniority is 
determined by the order in which the names of the joint holders appear in the Company’s 
register of members in respect of the joint holding (the first named being the most senior). 
7. Copies of the Directors’ service contracts, copies of letters of appointment between the Company 
and the Non-Executive Director and a copy of the existing Memorandum and Articles may be 
inspected during usual business hours on any weekday (public holidays excepted) at the 
registered office from the date of this Notice of Annual General Meeting until the date of the 
Meeting and at the place of the Meeting from 11.45 a.m. until the Meeting’s conclusion. 
 
 
 
 
 
 
 
 
 
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