superglass holdings plc annual report and accounts 2013
a platform 
for growth
superglass holdings plc 
annual report and accounts 2013
0spghar13covermrindd   3 1222013   14045 pm our strategy for the current financial year is to open up further 
opportunities for superglass our focus will be to continue to reposition 
the business through product and service innovation delivering 
enhanced product quality and outstanding customer service 
superglass is now positioned to take advantage of any recovery 
in its end markets and therefore deliver shareholder value
john colley executive chairman
i am pleased to report 
that notwithstanding the 
difficult trading conditions 
superglass made good 
progress on a number of 
fronts this includes the 
successful completion 
of our planned capital 
investment programme 
project phoenix on schedule 
in april which will deliver 
significant ongoing savings 
for the business
i am pleased to report that superglass made 
good progress during the year successfully 
completing our planned capital investment 
programme called project phoenix on schedule 
in april project phoenix which cost £70m has 
transformed the manufacturing capability of our 
plant in stirling the installation of best in class 
technology has as expected been delivering 
meaningful cost savings in the manufacturing 
process since completion we expect the full year 
benefits from this project and other initiatives 
totalling at least £50m per annum to be delivered 
by the end of the current financial year
this together with the capital restructuring and 
refinancing completed in june means superglass 
is now exceptionally well placed to capitalise on 
growing activity in key construction markets
the refinancing raised £129m by way of a share 
placing and the company also transferred at the 
same time to the aim market in addition £57m of 
outstanding borrowings from clydesdale bank was 
converted into convertible shares in the company 
the refinancing has put superglass in a positive net 
cash position and provides a strengthened and more 
sustainable longterm capital structure to support 
the continued transformation of the company
the results for the year reflect the continuing difficult 
trading conditions and planned production outages 
for project phoenix works loss before interest 
taxation depreciation amortisation and exceptional 
items was £25m in line with expectations resulting 
from poor second half volumes which reflected the 
collapse in retrofit demand following the introduction 
of the government’s flagship energy schemes 
green deal and eco strong working capital 
management contributed to better than expected 
end of year net funds of £46m at 31 august 2013
for all the excellent progress made in the year 
the transition from cert to green deal and 
eco has had a significant impact on the 
market and our results despite the fact that there 
remain a large number of lofts and cavity walls 
uninsulated the current schemes have resulted 
in substantially reduced demand for retrofitting 
insulation in domestic properties whilst there was 
an expectation that the transition to green deal 
would not be entirely smooth our view now is 
that these schemes are unlikely to be materially 
improved until after the next election in 2015 
this is in spite of current and anticipated levels 
of loft and cavity insulation falling well short 
of government environmental targets
our strategy for the current financial year is to open 
up further opportunities for superglass our focus 
will be to continue to reposition the business through 
product and service innovation delivering enhanced 
product quality and outstanding customer service 
we also plan to make further improvements in 
efficiency during the year including potential 
additional gains in logistics cost reduction 
during the year both the board and the 
senior management team have been further 
strengthened declan billington was appointed 
as a nonexecutive director i have also agreed 
to spend more time with the business and move 
to executive chairman with immediate effect 
working closely with alex mcleod the ceo and 
his senior team the marketing and operations 
teams have also been strengthened the board 
recently announced the resignation for personal 
reasons of our finance director allan clow 
i would like to thank allan for his contribution 
over the last year and i am pleased to announce 
the appointment of chris lea as his successor 
with effect from 2 december 2013 
john colley
chairman
19 november 2013
0spghar13covermrindd   4 1222013   14047 pm 01
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
in this report
overview
ifc introduction from the chairman
01 highlights
business review 
02 chief executive’s review
04 financial review
06 risks and uncertainties
corporate governance
08 board of directors
10 corporate governance
14 directors’ report
16 directors’ remuneration report
19 statement of directors’ responsibilities
financial statements
20 independent auditors’ report
21 consolidated income statement
21 consolidated statement of comprehensive 
income and expense
22 consolidated balance sheet
23 consolidated cash flow statement
24 consolidated statement of changes in equity
25 notes forming part of the  
financial statements
47 uk gaap parent company 
balance sheet
48 notes to the uk gaap parent company 
financial statements
other information
51 letter to shareholders
53 notice of annual general meeting
56 letter from the auditor to the company
revenue for the year
£244m
consolidated net assets
£236m
gross cash balance
£80m
operational  
highlights
 e project phoenix implementation 
successfully completed on time in 
april 2013 transforming the capability 
of our manufacturing plant and delivering 
cost savings at an annual run rate of 
£28m by the end of the financial year 
ended 31 august 2013
 e full year benefits from the above 
programme and other initiatives totalling 
at least £50m per annum to be delivered 
by the end of the financial year ending 
31 august 2014
 e further strengthening of the board 
with john colley moving to the role 
of executive chairman with immediate 
effect and the recent appointment 
of a new nonexecutive director 
declan billington
 e in addition chris lea has been appointed 
as finance director with effect from 
2nd december 2013 following the 
recent resignation of allan clow
read more in the 
financial review p4–5
financial  
highlights
 e refinancing concluded in june 2013 
following a successful equity issue 
and capital restructuring 
 e £122m net of expenses raised 
from investors by way of a placing
 e core debt reduced by £87m 
through the repayment of £30m 
from funds raised and the 
conversion of £57m of debt 
into convertible shares
 e residual bank debt of £25m is 
repayment free until april 2018 
with no covenants
 e net cash balances at 31 august 2013 
ahead of forecast at £43m 
2012 borrowings of £35m through 
strong working capital management
 e loss before interest taxation 
depreciation amortisation and exceptional 
items of £25m 2012 profit of £04m 
in line with expectations
trading 
performance
 e revenue down 25 at £244m 
2012 £324m with sales volumes 
down 225 
 e the difficult trading environment 
reflects the collapse in activity 
as the government initiated cert 
scheme was replaced by the  
ecogreen deal schemes
 e significantly strengthened balance 
sheet with net assets of £236m 
2012 £163m
 e loss before tax and after exceptional 
items of £70m 2012 profit of £68m
 e results include a net exceptional 
charge of £20m 2012 credit of £86m 
which includes a £50m goodwill 
impairment charge
read more in the 
financial review p4–5
read more in the 
chief executive’ s review p2–3
0spghar13frontmrindd   1 1222013   14018 pm 02
superglass holdings plc 
annual report and accounts 2013
chief executive’s review
creat in g a pl at fo rm 
fo r growth
summary of chief executive’s review
 e project phoenix our ambitious manufacturing investment programme was 
delivered on time and meaningful cost savings have already been achieved
 e a refinancing was successfully completed in june raising gross funds 
of £129m by way of a placing of shares and transfer to the aim market 
as well as the conversion of £5725m of debt into equity
 e the reduction in overall market demand has seen competition intensify 
in other market channels however with demand beginning to increase 
through an improving construction market we would expect to see prices 
stabilise and begin to recover during this financial year
significant progress 
has been made 
towards achieving the 
strategic objective of 
migrating superglass 
to a lower cost higher 
quality producer of 
glass fibre insulation 
with an emphasis 
on selling products 
through broader 
routes to market and 
an enlarged customer 
base with a more 
comprehensive 
range of solutions”
alex mcleod chief executive officer
superglass has succeeded during the financial 
year ended 31 august 2013 in creating a platform 
for growth despite extremely challenging trading 
conditions significant progress has been made 
towards achieving the strategic objective of 
migrating superglass to a lower cost higher 
quality producer of glass fibre insulation with an 
emphasis on selling products through broader 
routes to market and an enlarged customer base 
with a more comprehensive range of solutions
project phoenix our ambitious manufacturing 
investment programme was delivered on time 
and meaningful cost savings have already been 
achieved this was the most complex project 
the business has ever undertaken and i am very 
proud of the entire superglass team who made 
this possible a refinancing was successfully 
completed in june raising gross funds of £129m 
by way of a placing of shares and transfer to the 
aim market as well as the conversion of £5725m 
of debt into equity this provides the company 
with a strengthened and sustainable longterm 
capital structure
the transition from cert to ecogreen deal 
has caused a major gap in activity within 
the retrofit market for both loft and cavity 
insulation combined with abnormally low 
levels of housebuilding activity in the uk by 
historical standards of new unit construction 
despite recent early signs of recovery the 
net effect has been a surplus of ukbased 
insulation manufacturing capacity and highly 
competitive market conditions
the results for the year reflect the continuing 
difficult trading conditions and planned production 
outages for project phoenix works revenue for 
the period was £244m 25 down on last year 
loss before interest taxation depreciation 
amortisation and exceptional items was £25m 
in line with expectations due to the decline in 
volume and the impact of two plant shutdowns 
required to implement new technology strong 
working capital management contributed to better 
than expected end of year net funds of £46m
in summary the operations and financial 
structures are now vastly improved our 
focus for the year ahead is ensuring we 
leverage the commercial benefits that 
this new platform provides
phoenix investment
the implementation of new technology as part 
of project phoenix was exceptionally well executed 
by the operations team this was the largest 
project undertaken at superglass since it was 
established in 1987 and both phases were 
delivered on time with the cost savings we 
expected coming through in the latter part 
of the financial year 
the plant now has best in class fiberising 
technology providing reductions in energy 
waste and material usage and an ability to 
compress our products further increasing 
payloads and reducing transport costs by 
an estimated 5–10 the project has already 
delivered substantial cost savings in reduced 
energy consumption and waste totalling an 
annual run rate of £28m by the end of the 
financial year ended 31 august 2013 
full year benefits of the cost saving 
programme plus other initiatives will reach 
at least £50m per annum by the end of the 
financial year ending 31 august 2014 through 
delivery of further efficiency savings 
refinancing
with support from investors and clydesdale bank 
we have further strengthened the capital base 
during the year providing resilience to continue 
the transformation of the business in more 
challenging market circumstances highlights 
of the refinancing were as follows
0spghar13frontmrindd   2 1222013   14021 pm 03
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
 e equity fundraising of £129m £122m 
net of expenses
 e bank term loan and rcf facility reduced 
by £8725m through the repayment of £30m 
from funds raised and the conversion of 
£5725m of debt into convertible shares 
these being exercisable into ordinary 
shares from two years after issue and
 e residual bank debt of £25m is covenant 
free and nonamortising with a bullet 
repayment due on 30 april 2018
market
the transition from cert to the government’s 
flagship energy efficiency schemes of green deal 
and the energy supplier obligation the energy 
company obligation eco has resulted in 
a collapse in demand for loft and cavity wall 
insulation it is now widely accepted that 2013 
activity levels are around 90 down on 2012 
levels there are an estimated 71m lofts and 
53m cavities remaining underinsulated 
to put this in context under the last scheme 
cert 39m lofts and 26m cavities were insulated 
over the lifetime of the scheme 2008–2012
the remaining work outstanding therefore 
equates to double the work delivered through 
cert however with current levels of activity 
it will take more than 50 years to complete 
all outstanding work without a fundamental 
rethink of current schemes which are failing 
to deliver at the required level necessary 
to achieve government targets by 2020
an agreement has been reached with instagroup 
to exit the current solus supply arrangement 
which will enable superglass to offer cavity wall 
solutions to the wider market which until now we 
have been excluded from under the terms of this 
agreement products have been developed and 
we will shortly attain the necessary approvals to 
enable superglass to provide a range of solutions 
under the eco in nontraditional measures hard 
to treat which is the one government scheme 
generating at least some activity the transition 
has however resulted in a collapse in demand 
for traditional cavity wall measures and has led 
the board to decide to discontinue a byproduct 
cavity wall solution of which we have a surplus 
stock the costs to convert the finished product to 
enable it to be sold in nontraditional applications 
is prohibitive the board intends to write down 
these surplus stocks with a book value of £05m 
in the 201314 accounts overall this development 
is positive as it allows superglass to access the 
wider albeit substantially smaller green deal
eco market channel and through the prompt 
disposal of the byproduct cavity wall solution 
a reduction in storage costs during the current 
financial year will impact positively on cash flow 
we have begun to leverage the benefits generated 
from the new platform that our improved 
production facility and stronger balance sheet 
have provided mineral wool insulation of lofts and 
cavities remains one of the lowest cost means of 
saving carbon we have continued to develop our 
key strengths of flexibility product quality and 
service with the new technology in place we will 
also strengthen our capability to develop end 
user relationships and innovation in new build 
construction we will continue developing new 
specifications with an emphasis on new product 
innovation for example work continues with 
one of the uk’s major house builders on 
implementing our unique acoustic solution 
further innovative solutions are planned to 
address this market which the industry expects 
to show very strong growth as a result of the 
funding for lending and help to buy schemes 
introduced by the government to stimulate 
the housing market
builders merchants are an important route 
to market for superglass and an area of growth for 
us i am therefore delighted to report that during 
the summer we began trading with jewson one 
of the top three builders merchants in the uk
the investment in new technology provides 
superglass with the opportunity to develop 
a product range suitable for export markets 
helped by reduced transport costs as a result 
of our higher compression levels 
the reduction in overall market demand has seen 
competition intensify in other market channels 
resulting in pressure on pricing levels however 
with demand beginning to increase through 
an improving construction market we would 
expect to see prices stabilise and begin to 
recover during this financial year 
operations
the focus for the year has been on the 
successful upgrading of both production lines 
cost savings were delivered in the year and the 
focus will continue on delivering further cost 
savings throughout the current financial year 
we expect to deliver annual run rate savings 
of at least £50m per annum by august 2014
a comprehensive review of our inventory and 
logistics costs is being undertaken and we expect 
to be able to generate further cost reductions in 
addition to those savings previously identified
board
in september 2013 declan billington joined 
the board declan brings a wealth of operational 
and financial experience to the board he is 
ceo of john thompson and sons ltd a leading 
retailer and manufacturer of animal feeds based 
in northern ireland and is also a director 
of w  r barnett limited the company’s 
largest shareholder 
the board also announced the resignation 
for personal reasons of allan clow as 
finance director i would like to thank allan 
for his valuable contribution to the business 
and in particular his support in completing 
the successful capital restructuring earlier 
this year and i wish him well for the future
organisation
to deliver from the platform created will require 
superglass to further develop and renew the team 
and culture in 201213 significant strengthening 
of line management was completed in the 
operations team which was a major factor in the 
successful implementation of project phoenix 
further strengthening of the management team 
at all levels will continue in 201314 with 
a strong emphasis on improving our sales 
and innovation capability 
outlook
it is difficult to envisage that activity levels 
in green deal and eco can fall any further 
and with recent evidence of strong growth 
in housing activity it is likely that demand 
will begin to recover albeit from a very low 
base however we had previously anticipated 
better albeit slow recovery in demand under 
ecogreen deal revenues in this area in 
2014 will therefore be lower than management 
had originally expected
the combination of a successful refinancing 
and the introduction of best in class technology 
will enable superglass to focus on an improved 
commercial offering in its chosen markets 
whilst delivering further cost savings emphasis 
will continue to be placed on margin recovery 
through a constant focus on cost savings 
we also expect pricing levels to begin to 
recover as demand increases
during 201314 superglass will aim to provide 
an enhanced offering through a growth in 
sales specification activity combined with 
the introduction of new products and services 
i am confident that further cost savings will 
be achieved in production and logistics costs 
alex mcleod
chief executive officer
19 november 2013
projected annualised cost saving run rate by 
31 august 2014
£50m
gross funds raised from refinancing 
£129m
0spghar13frontmrindd   3 1222013   14025 pm 04
superglass holdings plc 
annual report and accounts 2013
financial review
meetin g market 
expe ct at ions
revenue
sales revenues reduced by 25 from the prior 
year at £244m 2012 £324m overall volumes 
were down 225 which was predominately driven 
by the collapse in activity as the government 
initiated cert scheme was replaced by the 
ecogreen deal schemes sales during the 
second half reduced from first half levels as 
a result of the impact of the cert scheme 
transition which commenced in january 2013 
sales prices continued to be under pressure 
throughout the year
operating loss
loss before interest taxation depreciation 
amortisation and exceptional items was £25m 
down from a profit of £04m for the same period 
last year during the period production costs 
were impacted by two line shutdowns as part 
of the project phoenix implementation and 
fixed cost under absorption through the 
reduction in demand 
underlying administrative expenses fell by £07m 
despite increased depreciation charges of 
£05m this reflected tight cost control with 
reductions in headcount insurance costs 
and share option charges
the loss before taxation and exceptional 
items was £50m 2012 £17m reflecting the 
underlying trading conditions 
the loss before taxation after exceptional 
items was £70m 2012 profit £68m which 
includes the significant exceptional oneoff 
credits relating to debt for equity swaps of 
£47m 2012 £103m plus a £50m goodwill 
impairment charge in the current year
cash and borrowings
despite the challenging trading conditions net 
cash balances at 31 august 2013 were £43m 
2012 borrowings of £35m the strong cash 
position reflects the refinancing that completed 
in june 2013
finance costs
finance charges excluding exceptional items 
amounted to £05m 2012 £05m these charges 
will reduce going forward reflecting the reduction 
in debt following the successful refinancing
dividends
whilst the board intends to pay dividends when 
the company’s profitability cash generation 
and underlying growth of the business justifies 
it does not currently expect the company 
to pay a dividend for the foreseeable future
exceptional costs
the results for the period include significant 
exceptional items arising in connection with 
the june 2013 refinancing and project phoenix 
implementation these consist of an exceptional 
credit of £47m arising on the exchange of circa 
£5725m of bank debt for the convertible shares 
now owned by clydesdale bank plc this credit 
is partially offset by exceptional costs including 
those incurred in the writedown of the remaining 
book value of certain tangible and intangible 
fixed assets that are no longer believed to 
have any value to superglass as a result of 
project phoenix and costs incurred in completing 
the refinancing which include professional fees 
and a small amount charged for restructuring 
costs there has also been an exceptional 
impairment charge of £50m in the year in 
relation to goodwill recognised in 2005 when 
superglass holdings plc acquired superglass 
insulation ltd via an intermediate holding 
company reflecting the continuing uncertainty 
over government retrofit schemes and the 
expected impact on future cash flows further 
details of the exceptional items are set out 
in note 5
taxation
the underlying effective current tax charge 
excluding adjustments in respect of prior 
years exceptional items and the deferred tax 
adjustments in respect of the substantively 
enacted tax rate reduction for the group 
is 23 2012 25
lossearnings per share
adjusted loss per share excluding amortisation 
of intangible assets and exceptional items was 
433p 2012 adjusted loss per share 926p 
the basic loss per share amounted to 670p 
2012 earnings per share 4642p after 
an exceptional credit
the comparative figures have been restated to 
take into account the effects of the equity issue 
in the year
pension scheme
the group continues to operate a defined 
contribution group personal pension plan which 
is administered by a major specialist pension 
provider and therefore has no unforeseen 
present or future pension liabilities
net assets
the equity issue and debt conversion during 
the year significantly strengthened the group’s 
balance sheet net assets as at 31 august 2013 
summary of financial review
 e sales revenues reduced by 25 
from the prior year at £244m 
2012 £324m overall volumes 
were down 225 which was 
predominately driven by the collapse 
in activity as the government 
initiated cert scheme was replaced 
by the ecogreen deal schemes
 e despite the challenging trading 
conditions net cash balances 
at 31 august 2013 were £80m 
2012 borrowings of £35m 
the strong cash position reflects 
the refinancing that completed 
in june 2013
 e administrative expenses fell 
by £02m despite increased 
depreciation charges of £05m 
this reflected tight cost control 
with reductions in headcount 
insurance costs and share 
option charges
 e finance charges amounted to 
£05m excluding exceptional 
items in the 201213 financial 
year compared to £05m in the 
previous year these charges will 
reduce going forward reflecting 
the reduction in debt following 
the successful refinancing
0spghar13frontmrindd   4 1222013   14026 pm 05
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
were £236m compared to a comparable figure 
of £163m at 31 august 2012 with net funds of 
£43m versus net debt of £35m in the prior year
treasury and financial risk management
superglass aims to reduce financial risks 
wherever possible and ensure that it has sufficient 
liquidity to meet all foreseeable needs 
separate bank accounts are held for all currencies 
in which trade is conducted in order to facilitate 
the collection of debts and the management 
of currency positions
the group normally enters longterm flexible 
energy supply contracts which allow it to forward 
purchase a variable proportion of its power 
requirements for up to 36 months the electricity 
and gas supply contracts were both renewed 
last year although these are not reflected on 
the balance sheet as they are covered by own 
use exemptions under accounting standards 
proven credit control procedures have been 
developed which together with cover provided 
by its credit insurer minimise the credit risk to 
the group for the year ended 31 august 2013 
the bad debt expense amounted to 001 of 
sales 2012 001
share capital
following the recapitalisation during the year 
the company has three classes of share capital 
which consist of ordinary shares deferred 
shares and convertible shares
ordinary shares
the ordinary shares carry no right to fixed income 
but holders are entitled to receive dividends as 
declared from time to time and are entitled to one 
vote per share at meetings of the company all 
shares rank equally with regard to the company’s 
residual assets and there are no restrictions on 
the transfer of the company’s shares during the 
period the company complied fully with the 
requirements that apply to its shares as a 
consequence of these shares being listed on the 
aim market of the london stock exchange
deferred shares
the deferred shares do not entitle holders 
to receive any dividend or other distribution 
or to receive notice or speak or vote at general 
meetings of the company holders also have 
no rights to participate in a return of assets 
on a winding up deferred shares are not freely 
transferable and the creation and issue of further 
shares will rank equally or in priority to the 
deferred shares the company has the right 
to buy back any deferred shares at any time 
for a nominal amount
convertible shares
the convertible shares which are owned by 
clydesdale bank have rights of conversion into 
ordinary shares in the capital of the company 
the convertible shares will be convertible during 
the period beginning on the second anniversary 
of the date of the issue of the convertible shares 
and ending on 30 april 2023 or if on or before 
30 april 2023 on repayment in full of all amounts 
outstanding under the revised committed 
facilities if all the convertible shares were to 
be converted the resulting interest in ordinary 
shares held by clydesdale bank would be 
2800757 ordinary shares equivalent to 10 
of the newly enlarged issued share capital 
at admission subject to any adjustments 
required to take account of share consolidations 
subdivisions or bonus issues of new ordinary 
shares in the capital of the company following 
the issue of convertible shares
the holders of convertible shares will be entitled 
to participate in a return of capital and following 
an entitlement to convert into ordinary shares 
arising the appropriate number of holders of 
convertible shares will be entitled to participate 
in dividends and other distributions of profits 
pari passu with the ordinary shares in issue 
the holders of convertible shares will be 
entitled to participate in a future fundraising 
of the company but will have no voting rights 
save in limited circumstances 
the convertible shares will not be listed on 
the official list of the london stock exchange 
nor will they be admitted to trading on an 
investment exchange
the previous convertible shares owned by 
clydesdale bank were converted into deferred 
shares as part of the june 2013 refinancing
allan clow
finance director
19 november 2013
 financial kpis 2013 2012
 loss before tax and exceptional items 207 52
 ebita margin excluding exceptional items 187 37
 interest cover ebitdaeinterest 511 071
 capex depreciation 2303 2692
 net assets £236m £163m
 underlying loss per share 433p 926p
  underlying results exclude exceptional items of £31m 
2012 £86m the term underlying is not defined in ifrs 
and therefore may not be comparable with similarly titled 
measures reported by other companies underlying measures 
are not intended as a substitute for or superior measure to 
ifrs measures
0spghar13frontmrindd   5 1222013   14027 pm 06
superglass holdings plc 
annual report and accounts 2013
business review
risks an d un cert ain ties
  future market conditions 
may be less favourable 
than the directors expect
the directors expect that governmentled initiatives aimed at improving the energy efficiency of 
residential commercial and industrial buildings together with changes to uk building regulations 
will be of continuing importance in underpinning the group’s markets in the future in the event that 
these initiatives do not proceed in the form anticipated by the directors the group’s sales volumes 
and trading prospects may be adversely affected the directors believe that the delivery of new 
products increased quality increased specification activity and the ability to sell cavity wall 
insulation to a wider customer base will help mitigate this risk
  there may be excess 
glasswool manufacturing 
capacity in the uk in 
the future resulting 
in more competitive 
market conditions
in the event that future market demand does not grow in accordance with the directors’ 
expectations or available uk glasswool manufacturing capacity increases more rapidly than 
they currently anticipate due for example to new market entrants there may be an excess 
supply of product in the domestic market such a situation could create downward pressure 
on selling prices the directors are confident that the additional cost benefits identified 
through the implementation stage of project phoenix will ensure superglass can establish 
a competitive and sustainable cost position in the market and that this will mitigate the 
effect of continuing price pressures
  the group derives a 
significant proportion 
of its sales from 
a small number 
of key customers
in the financial year ended 31 august 2013 approximately 68 of the group’s total turnover 
was derived from seven major customers in the event that orders placed by these key customers 
fall below the directors’ expectations in the future or that the group’s relevant contracts with 
these key customers are renewed on less favourable terms or terminated the group’s prospects 
and financial performance may be adversely affected the risk of material loss of sales volume 
is mitigated by the decentralised nature of the group’s key trading relationships and related 
purchasing decision making and the group’s continued push into new markets
  the group derives 
all its sales from 
one type of product
unfavourable publicity or other adverse reputational factors concerning the group and its 
products as well as a reduction in demand for this type of product or new products entering 
the market could damage customer goodwill and the group’s market position the group 
continues to develop new product applications and works to expand routes to market 
to help mitigate this risk
  the group operates from a 
single manufacturing site
the group produces glasswool insulation at a single manufacturing site in stirling scotland 
in the event of a prolonged interruption to production at this site superglass would not have the 
ability to transfer its manufacturing activities to other facilities and may not be able to meet the 
demand for its products from customers and prospective customers potentially eroding its market 
position appropriate insurance cover is in place
risk mitigation
there are a number of potential risks and 
uncertainties which could have an impact 
on the group’s performance
0spghar13frontmrindd   6 1222013   14027 pm 07
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
risk mitigation
  infr as tructur e limit ations the group relies on the uninterrupted operation of its it manufacturing and other systems for 
the proper running of its commercial operations any significant breakdown of or disruption to 
these systems could have an adverse effect on production or the effective control of its commercial 
operations and risks this could have a material adverse effect on the group’s business financial 
performance and prospects this risk is mitigated by the group entering into support contracts with 
key suppliers where appropriate and also by the group’s own internal engineering team
  the group’s operations 
expose it to the risk of 
health and safety and 
environmental liabilities
we have no higher priority than ensuring the health and safety of our employees and those 
who come into contact with our processes and products it is the policy of the group to ensure 
that its employees work in as safe an environment as possible and that the risk and incidence 
of industrial accident or injury is minimised nevertheless there are certain hazards associated 
with its manufacturing activities 
the group has actively promoted health and safety in the workplace in recent years and seeks 
to actively comply with its health and safety regulations however future occurrences could 
result in financial liabilities or penalties or a prolonged suspension of production
the group strives to comply with current environmental legislation future changes to 
environmental law may require the group to adopt alternative and less efficient or more costly 
production processes and were the group to infringe environmental legislation that could result 
in prolonged suspension of manufacturing operations and possible financial liabilities or penalties
the group mitigates these risks by performing internal safety audits on a weekly basis and also 
performing routine emissions testing outwith the mandatory test periods
  the supply of energy may 
be subject to disruption 
or price fluctuation
gas and electricity supplies are required for the operation of the group’s plant and production 
processes whilst the group has entered into purchasing agreements that provide noninterruptible 
energy supplies and an element of price stability in the short term increasing energy costs in 
particular may impact on trading margins if they cannot be passed on to customers however 
the group aims to mitigate shortterm fluctuations in energy prices through an appropriate 
hedging policy
0spghar13frontmrindd   7 1222013   14027 pm 08
superglass holdings plc 
annual report and accounts 2013
corporate governance
board of direct ors
corporate governance
john colley
executive chairman
john joined the board of superglass on 
12 march 2012 and became chairman on 
31 march 2012 he has worked for over 20 years 
in the building materials industry and has 
worked at executive director level for eight 
years his board experience has included the 
roles of group managing director of bpb plc 
with responsibility for northern and eastern 
europe and as executive managing director 
of saint gobain following its acquisition of bpb 
with responsibility for the gypsum and insulation 
northern and eastern europe division 
john is currently a nonexecutive director of 
two private equity businesses jablite ltd and 
styropack ltd and sits on the management 
committee of the parent group synbra bv 
he is also a past president of the construction 
products association the industry trade body 
representing the construction industry
alex mcleod
chief executive officer
alex joined superglass on 1 october 2009 becoming 
chief executive officer on 1 november 2009 he 
has spent the majority of his career with bpb plc 
now part of saint gobain the world leader in the 
supply of plasterboard and gypsum plasters and 
a major supplier of insulation ceiling tiles and 
related products
originally qualifying as an accountant and 
holding a number of senior financial positions 
with bpb he subsequently moved into general 
management he was managing director of 
saint gobain’s glasswool manufacturing operation 
in cheshire one of only two manufacturing 
competitors of superglass in the uk over a 
fiveyear period he led that business to record 
levels of profitability and return on investment
allan clow
f inance director
allan joined superglass as finance director 
on 28 august 2012 he was previously 
finance director of the interiors division of 
havelock europa plc prior to this he worked 
at babcock rosyth defence ltd ag barr plc 
and hughes microelectronics europa ltd
allan is a member of the chartered institute 
of management accountants and is a 
chartered director
0spghar13frontmrindd   8 1222013   14034 pm 09
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
david gray
senior independent director
david joined the board in july 2009 previously 
a partner with kmg thomson mclintock 
now kpmg he spent six years as managing 
director of caledonian paper plc was finance 
director at scottish hydro electric plc and 
business development director at scottish and 
southern energy plc more recently he was 
an executive director at dtz holdings plc 
his current directorships include murgitroyd 
group plc and scottish water horizons ltd 
and he was previously a nonexecutive director 
at fc asset management plc he is a member 
of court at the university of strathclyde
declan billington
n onexecutive director
declan is the chief executive of john thompson 
and sons limited northern ireland’s largest 
animal feed processor and a director of 
w  r barnett limited originally qualifying with 
price waterhouse now pricewaterhousecoopers 
declan worked as a manager within its corporate 
recovery and insolvency department for a number 
of years before moving out into industry
following three years working in the meat 
processing industry he moved into the engineering 
sector spending several years with copeland 
ni ltd based in cookstown a subsidiary of 
the us multinational emerson group rising 
to the position of plant director before joining 
john thompson and sons ltd in 2005 declan 
is a former chairman of cbi northern ireland 
and a former president of the northern ireland 
grain trade association 
advisers
registered office
co maclay murray  spens llp
one london wall 
london ec2y 5ab
company registration number
05423253
auditors
kp mg audit plc
191 west george street  
glasgow g2 2lj
sponsor broker and financial adviser
n plus1 singer advisory llp
1 bartholomew lane 
london ec2n 2ax
solicitors
maclay murray  spens llp
1 george square 
glasgow g2 1al
registrars
capita registrars
northern house 
woodsome park 
fenay bridge 
huddersfield 
west yorkshire hd8 0la
0spghar13frontmrindd   9 1222013   14036 pm 10
superglass holdings plc 
annual report and accounts 2013
corporate governance
statement of compliance
the company delisted from the official list of the london stock exchange 
and was admitted to aim during the year ended 31 august 2013 and as a 
result is no longer required to comply with the uk corporate governance code 
however the board has decided to continue to apply the principles and 
practices of that code but will regularly review whether it remains 
efficient and economic to do so
the directors consider that with the exceptions of the items noted below 
the company has throughout the year been in compliance with the 
provisions set out in section 1 of the combined code
 e the board has only one independent nonexecutive director 
excluding the chairman
 e no formal board evaluation procedure has been undertaken 
by the board
in view of the size and structure of the group the board does not believe 
that these exceptions had any detrimental effect on the control environment
the group has in place appropriate insurance cover for board members 
in respect of any legal action taken against them
directors and their independence
the board currently has an executive chairman two nonexecutive directors 
and two executive directors one of the nonexecutive directors is considered 
by the board to be independent of management and free of any relationship 
that could materially interfere with the exercise of his independent 
judgement the board has satisfied itself that there is no compromise to the 
independence of those directors who have other appointments in outside 
entities the board considers that the nonexecutive directors bring a senior 
level of expertise and experience and that the balance between nonexecutive 
and executive representation encourages healthy independent challenge 
to the executive directors and senior management 
the directors have been made aware of the code recommendation that 
where they have concerns that cannot be resolved about the running of 
the company or a proposed action they should ensure that their concerns 
are recorded in the board minutes the nonexecutive directors have 
also been made aware of the recommendation that on resignation they 
should provide a written statement to the chairman for circulation to the 
board if they have any such concerns
the senior independent nonexecutive director is currently david gray 
he will be available to shareholders if they have reasons for concern 
that contact through the normal channels of chairman chief executive 
or finance director has failed to resolve
conflicts of interest
the procedures that have been adopted by the board require prompt 
notification by directors of any possible conflict situation and the scrutiny 
initially of the nomination committee and then the board before any 
decision to authorise or not is taken the board may approve a conflict 
situation unconditionally give approval subject to conditions or decide 
not to approve and require that the director concerned resolve the 
circumstances giving rise to the conflict any approval will be reviewed 
regularly and may be amended or withdrawn by the board at any time 
corporate governan ce
superglass recognises the value 
that good governance adds to the 
group’s activities on behalf of the 
board i am pleased to introduce 
this section of the annual report 
and accounts 2013 for the year 
ended 31 august 2013”
this report and the remuneration report contained 
on the following pages describes how the group 
has applied and complied with the principles 
and provisions contained in the frc code
introduction
superglass is committed to the highest standards of 
business integrity and corporate governance and the 
board is accountable to the company’s shareholders for 
good governance its policy is to manage the affairs of the 
company in accordance with the principles of corporate 
governance contained in the uk corporate governance 
code 2010 “the code”
the paragraphs on the following pages together with the 
directors’ remuneration report set out on pages 16 to 18 
describe how these principles are applied within the company
john colley
chairman
19 november 2013
0spghar13middlemrindd   1 1222013   14028 pm 11
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
read more on our website
wwwsuperglasscouk
only directors who have no interest in the matter being considered are 
able to take the relevant decisions and at all times the directors making 
such decisions must act in a way they consider in good faith will be most 
likely to promote the group’s success the board is satisfied that these 
procedures are operating effectively and will keep them under review 
in light of emerging best practice in this area
role of the board
the board determines the strategic direction of the group and reviews 
operating financial and risk performance
board procedures
the board has regular meetings throughout the year
the formal schedule of matters reserved for the board includes approval 
of the group’s annual business plan the group’s strategy acquisitions 
disposals and capital expenditure projects above certain thresholds 
treasury policies dividend policy transactions involving the issue or 
purchase of company shares borrowing powers appointments to the 
board risk management the scope of delegations to the board and 
executive management of the group
in advance of all board meetings the directors are supplied in a timely 
manner with detailed comprehensive papers covering the group’s operations 
in order to help them to discharge their responsibilities an annual budget 
and business plan is prepared which is then compared in detail with the 
monthly management accounts and the executive directors discuss and 
explain areas where performance departs from current expectations 
all significant variances are discussed at board level and appropriate 
action taken
the positions of chairman and chief executive are held by separate 
individuals the chairman is primarily responsible for the leadership 
and effective working of the board and ensuring that each director 
particularly the nonexecutive directors are able to make an effective 
contribution he ensures that there is a constructive relationship between 
the executive and nonexecutive directors the chief executive has 
responsibility for all operational matters which include the implementation 
of group strategy and policies approved by the board in addition the 
nonexecutive directors have access to senior management of the 
business either by telephone or via involvement at informal meetings 
the chairman meets with the nonexecutive directors without the 
executives being present as required
the directors are given access to independent professional advice at the 
group’s expense when the directors deem it necessary in order for them 
to carry out their responsibilities no such advice was sought in the year
professional development
on joining the board directors are provided with documentation on the 
company and its activities an induction programme and full site visit are 
arranged throughout their period in office the directors are continually 
updated on the group’s business the competitive and regulatory environment 
and the industry in which it operates board meetings are regularly held 
at the operational site and tours are arranged to ensure that the board 
is kept up to date with the latest operational developments
directors’ biographies are shown on pages 8 and 9 the terms and 
conditions of appointment of nonexecutive directors are available 
for inspection at the company’s registered office and at the agm
attendance at board meetings and committee meetings
board audit remuneration nomination
number of 
meetings held 13 1 2 1
executive directors
a mcleod 13 1 2 1
a clow 13 1 — 1
n onexecutive 
directors
j colley 13 1 2 1
d gray 13 1 2 1
d billington — — — —
 appointed on 25 september 2013
percentage of board and committee meetings attended
94
100
100
100
board
audit
nomination
remuneration
it is normally the case that the board meets eleven times during any 
financial year in the year ended 31 august 2013 there were two additional 
meetings and 17 telephone meetings required in relation to the group’s 
restructuring negotiations
board effectiveness
the code attaches importance to boards having processes for individual 
and collective performance evaluation for individual performance evaluation 
the remuneration committee assesses executive directors against annual 
performance targets the chairman meets with the nonexecutive directors 
at least annually to review their performance and the senior independent 
director leads an evaluation process of the performance of the chairman 
taking account of the views of the executives as highlighted above the 
board has not carried out a formal evaluation of its effectiveness in the 
financial year ended 31 august 2013 but has reviewed its performance 
since the year end
where a nonexecutive director stands for reelection the chairman 
will confirm to shareholders whether he is satisfied from formal performance 
evaluations that the director’s performance continues to be effective 
and demonstrates commitment to the role
“ strengthening our executive management 
team is critical to achieving our objectives 
over the next three years”
0spghar13middlemrindd   2 1222013   14028 pm 12
superglass holdings plc 
annual report and accounts 2013
corporate governance
board committees
there are three board subcommittees operated by the group the 
audit committee the remuneration committee and the nomination 
committee formal terms of reference for the committees of the main 
board detailed above are available for inspection at the company’s 
registered office at the agm and are also available from the company’s 
website wwwsuperglasscouk
the audit committee
the members of the audit committee are
 e david gray chairman 
 e declan billington from 25 september 2013
 e john colley until 25 september 2013 
the group considers that both members of the audit committee have 
recent and relevant financial experience
the audit committee reviews the scope performance results and cost 
effectiveness of the external audit and has delegated power from the 
board to agree the fees of the external auditors the audit committee 
is also responsible for reviewing nonaudit services provided to the 
group by the external auditors satisfying itself on the independence 
and objectivity of the external auditors and makes recommendations 
to the board relating to their appointment 
the audit committee monitors the financial reporting processes 
and reviews and advises the board on the group’s financial statements 
the committee reviews the operation of the group’s system of internal 
controls and reports to the board on the annual review of internal control 
and risk management
the external auditors are given the opportunity each year to speak 
confidentially to the audit committee
the audit committee also monitors the group’s whistleblowing procedures 
ensuring that appropriate procedures are in place to allow employees 
to raise matters of possible impropriety in confidence
the audit committee and the board have reviewed the need for an 
internal audit function and are satisfied that to date this has not been 
required the board confirms that it intends to review the need for an 
internal audit function at least annually
auditors’ independence and objectivity
the audit committee monitors the nonaudit services being provided 
to the group by the auditors to ensure that their independence and 
objectivity are not impaired any nonaudit services that may be perceived 
to be in conflict with the role of the external auditors must be submitted 
to the committee for approval prior to engagement regardless of the 
amounts involved the auditors are prohibited from performing services 
where they may be required to audit their own work or participate in activities 
that would normally be undertaken by management details of the amounts 
paid to the external auditors during the year for audit and other services 
are set out in the notes to the financial statements on page 30
the remuneration committee
the members of the remuneration committee are
 e declan billington chairman from 25 september 2013
 e david gray
 e john colley until 25 september 2013
the committee will meet at least annually and will agree further 
meetings at its discretion the duties of the committee are to
 e determine and agree with the board the framework or broad policy 
for the remuneration of the executive directors the senior managers 
and any other employees specified by the board
 e within the terms of the agreed board policy determine individual 
remuneration packages including bonuses incentive payments 
share options pension arrangements and any other benefits
 e determine the contractual terms on termination and individual 
termination payments ensuring that the duty of the individual 
to mitigate loss is fully recognised
 e in determining individual packages and arrangements give due 
regard to the comments and recommendations of the code and 
the listing rules 
 e be told of and be given the chance to advise on any major changes 
in employee benefit structures in the company
 e recommend and monitor the level and structure of remuneration for 
senior managers and any other employees below board level as required
 e agree the policy for authorising claims for expenses from the 
chief executive and from the chairman of the board and
 e recommend an annual report for the board to put to shareholders 
on executive remuneration compliant with relevant legal and 
regulatory provisions
the committee is authorised by the board to
 e seek any information it requires from any employee of the company 
in order to perform its duties
 e be responsible for establishing the selection criteria and then 
for selecting appointing and setting the terms of reference for 
any remuneration consultants providing advice to the committee 
at the company’s expense and
 e obtain at the company’s expense outside legal or other professional 
advice where necessary in the course of its activities
the nomination committee
the nomination committee comprises the following members
 e john colley chairman
 e david gray
 e declan billington from 25 september 2013
corporate governan ce continued
0spghar13middlemrindd   3 1222013   14028 pm 13
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
read more on our website
wwwsuperglasscouk
the function of the nomination committee is to provide a formal 
rigorous and transparent procedure for the appointment of new 
directors to the board in carrying out its duties the nomination 
committee is primarily responsible for
 e identifying and nominating candidates to fill board vacancies
 e evaluating the structure and composition of the board with regard 
to the balance of skills knowledge and experience and making 
recommendations accordingly
 e reviewing the time requirements of nonexecutive directors
 e giving full consideration to succession planning and
 e reviewing the leadership of the group
internal control
the board is responsible for the group’s system of internal controls and 
for reviewing its effectiveness the implementation and maintenance of 
the risk management and internal control systems are the responsibility 
of the executive directors and other senior management the system is 
designed to manage rather than eliminate the risk of failure to achieve 
business objectives and provide reasonable but not absolute assurance 
against material misstatement or loss
the group operates within a clearly defined organisational structure 
with established responsibilities authorities and reporting lines to the 
board the organisational structure has been designed in order to plan 
execute monitor and control the group’s objectives effectively and ensure 
that a strong internal control culture becomes embedded in the operations 
the chairman of the audit committee reports to the board on issues 
relating to internal controls and risk management issues following 
each audit committee meeting
the group views the careful management of business risks as a key 
management activity these business risks which may be strategic 
operational reputational financial or environmental should be understood 
and visible the business context determines in each situation the level of 
acceptable risk and controls risk assessment is a regular agenda item at 
board meetings at which business risks will be identified the probability of 
risks occurring will be quantified and the impact on the business reviewed 
in accordance with the code risk management forms part of an integrated 
assurance framework which includes management review and external 
audit which consider controls only to the extent necessary to form an 
opinion on the truth and fairness of the annual financial statements 
the aim is to ensure that the business understands the key risks it faces 
has an embedded risk management approach to all of its activities 
links risk management to business performance reporting and seeks 
continual improvement in the management of risk by sharing best 
practice throughout the organisation 
going concern
in determining whether the group’s 2013 accounts can be prepared 
on a going concern basis the directors considered all factors likely 
to affect its future performance and financial position including cash 
flows borrowing facilities and the risks and uncertainties relating to 
its business activities these are set out in the financial review on 
pages 6 and 7 and in the notes to the financial statements
the key factors considered by the directors were
 e the implications of the challenging economic environment and weakening 
levels of demand including the impact of changes in governmentled 
demand generating initiatives such as the transition from the cert 
scheme to green deal
 e the impact of upward price pressure on input prices
 e the ability of the group to maintain its frequency of receipt of trade 
receivables and the credit risk associated with these balances
 e the competitive environment in which the group operates
 e the potential actions that could be taken in the event that revenues 
are worse than expected in order to protect cash flows and operating 
profit and 
 e the finance facilities available 
the group prepares regular forecasts and projections of revenues 
profits and cash flows that are essential for identifying areas on which 
management can focus to improve performance and mitigate the possible 
adverse impact of a deteriorating economic outlook these also provide 
projections of working capital requirements
the group has cash reserves and its only remaining debt is a term loan 
of £25m which is repayable on 30 april 2018 there are no bank covenants
having considered all the factors impacting the group’s business and 
having prepared relevant financial projections and sensitivities including 
financial projections which allow for reasonably possible downsides to the 
group’s base case projections the directors have a reasonable expectation 
that the company and the group have adequate resources to continue in 
operational existence for the foreseeable future accordingly the directors 
continue to adopt the going concern basis in preparing the group’s 
2013 financial statements
relations with shareholders
the board recognises the importance of maintaining effective communication 
with its shareholders to ensure its strategy and performance is understood 
this is achieved principally through the annual report and the agm 
the company’s annual and interim results as well as all announcements 
issued to the london stock exchange are published on the company’s 
website wwwsuperglasscouk the company maintains a regular dialogue 
with institutional investors and broker analysts providing them with 
such information that is appropriate and necessary on the company’s 
performance and future plans as is permitted under the guidelines of the 
listing rules in particular twice a year following announcement of the 
interim and full year results formal presentations are made to institutional 
shareholders where they have the opportunity to raise any questions
the board recognises that the agm is the principal forum for dialogue 
with private shareholders and all shareholders are invited to attend 
the agm provides all shareholders with the opportunity to develop 
their understanding of the company and ask questions of the board 
on matters put to the meeting including the annual report and accounts
0spghar13middlemrindd   4 1222013   14028 pm 14
superglass holdings plc 
annual report and accounts 2013
corporate governance
the directors submit their report and the audited accounts of the group 
and the company for the year ended 31 august 2013
principal activities and business review
the principal activity of the group is the manufacture and sale of glass 
fibre insulation the chief executive’s review on pages 2 and 3 and the 
financial review on pages 4 and 5 contain a review of the group’s 
activities an analysis of key performance indicators a description 
of the market in which the group operates and an analysis of the key 
risks and uncertainties facing the group
results and dividends
the loss before tax was £70m 2012 profit of £68m the directors are 
not recommending the payment of a final dividend for the year ended 
31 august 2013 2012 £nil which means that no dividend will be paid for 
the year 2012 nil pence per ordinary share the consolidated income 
statement for the year ended 31 august 2013 is shown on page 21
financial instruments
the group’s risk management objectives and policy in relation to 
financial instruments are discussed in the treasury and financial risk 
management section of the financial review on page 5
directors and their interests
the directors of the company currently in office are as stated in the 
board of directors on pages 8 and 9 declan billington was appointed 
as a nonexecutive director on 25 september 2013
in accordance with the company’s articles onethird or the nearest whole 
number below onethird of the directors are required to retire at each 
annual general meeting agm and each director must submit themselves 
for reelection at least every three years together with directors appointed 
by the board since the date of any notice convening the previous agm 
at the 2014 agm john colley will retire by rotation and being eligible 
offer himself for reelection and declan billington and chris lea having 
been appointed since the date of notice convening the previous agm 
offer themselves for reelection
the interests of the directors as defined by the companies act 2006 
in the ordinary shares of the company are as follows
at at
31 august 31 august 
ordinary shares 2013 2012
j colley 20000 —
d gray 213 213
a mcleod 20000 —
a clow — —
 the prior years shareholding has been adjusted to reflect the june 2013 capital reorganisation
directors’ indemnities
the directors have the benefit of qualifying third party indemnity provisions 
contained in the company’s articles of association which were in force 
throughout the year and remain in force as at the date of signing these 
financial statements
share capital
during the financial year ended 31 august 2013 the company concluded 
a capital restructuring and equity raise details of which can be found 
in note 20 to the financial statements
this change has resulted in there being four classes of equity share 
in issue 250p ordinary shares 190p deferred shares 200p deferred 
shares and 250p convertible shares the par value of the ordinary shares 
in issue has changed from 200p each to 250p each and also the number 
of ordinary shares in issue has changed
convertible shares are convertible into 2800757 ordinary shares if certain 
conditions are met convertible shares will not be admitted to trading on 
the official list of the london stock exchange or any investment exchange 
and will have no voting rights attaching save in limited circumstances
donations
during the year the company made no political donations 2012 £nil 
and charitable donations amounted to £340 2012 £1079
rights attaching to shares
the rights attaching to the ordinary shares are defined in the company’s 
articles of association the articles of association may be changed with 
the agreement of shareholders 
subject to any restrictions below shareholders if ordinary shareholders 
may attend any general meeting of the company and on a show of hands 
every shareholder or his representative who is present at a general meeting 
has one vote on each resolution
shareholders have the right to dividends approved in a general meeting 
and approved by the board and can declare final dividends by passing 
an ordinary resolution but the amount of the dividends cannot exceed 
the amount recommended by the board the board may if authorised 
by an ordinary resolution of the shareholders offer any shareholder 
the right to elect to receive new ordinary shares which will be credited 
as fully paid instead of their cash dividend 
if the company is wound up the liquidator can with the sanction of an 
extraordinary resolution passed by the shareholders divide among the 
shareholders all or any part of the assets of the company and he can 
value any assets and determine how the division shall be carried out 
as between the members or different classes of members no shareholders 
can be compelled to accept any asset that would give them a liability
dire ct ors’ report
0spghar13middlemrindd   5 1222013   14028 pm 15
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
read more on our website
wwwsuperglasscouk
the company can issue new shares and attach any rights to them if there 
is no restriction by special rights attaching to existing shares rights attaching 
to new shares can take priority over the rights of existing shares or the 
new shares and the existing shares are deemed to be varied unless the 
rights expressly allow it by a reduction of paid up capital or if another 
share of that same class is issued and ranks in priority for payment 
of dividend or in respect of capital or more favourable voting rights
agreements with employees and significant agreements
there are no agreements between the company and its directors or 
employees providing for compensation for loss of office or employment 
whether through resignation purported redundancy or otherwise 
that occurs because of a takeover bid
the company’s banking arrangements are terminable upon change 
of control of the company 
major shareholders
as at 8 november 2013 the following had notified the company of an 
interest of 3 or more in the company’s issued ordinary share capital
percentage 
of issued
number of ordinary 
ordinary shares
shares 
w  r barnett limited 7248000 259
ennismore fund management ltd 6107088 218
river and mercantile asset management 4164901 149
blackrock investment management uk 3465219 124
michael chadwick 1079277 39
investec capital  investments ireland ltd 1008495 36
power to allot shares and authority for 
the company to purchase its own shares
the directors propose to renew the general authority of the company 
to make market purchases of its own shares to a total of 2800758 
ordinary shares representing approximately 10 of the issued ordinary 
share capital of the company and within the price constraints set out 
in the special resolution to be proposed at the forthcoming agm
employment
the company’s policy on employee involvement is to adopt an open 
management style thereby encouraging informal consultation at all 
levels about aspects of the company’s operations 
employment policies are designed to provide equal opportunities 
irrespective of colour ethnic or natural origin nationality sex 
religion age marital or disabled status
payment to suppliers
it is the company’s policy to make payment to suppliers on our standard 
supplier terms unless alternative terms are agreed the company seeks 
to abide by these payment terms whenever it is satisfied that the supplier 
has provided the goods or services in accordance with the agreed terms 
and conditions
the number of days’ purchases outstanding for the group at 31 august 2013 
was 105 days 2012 89 days the number of days’ purchases outstanding 
for the company was nil 2012 nil
contracts of significance
there were no contracts of significance as defined by listing rule 98 
in existence during the financial year
disclosure of information to auditors
the directors who held office at the date of approval of this directors’ 
report confirm that so far as they were each aware there is no relevant 
audit information of which the company’s auditors are unaware and each 
director has taken all the steps that he ought to have taken as a director 
to make himself aware of any relevant audit information and to establish 
that the company’s auditors are aware of that information
auditors
kpmg audit plc has informed the company that they have initiated a 
process to streamline their two registered audit firms kpmg audit plc 
and kpmg llp as such kpmg audit plc have notified the company that 
they are not seeking reappointment consequently the audit committee 
has recommended and the board has approved the resolutions to appoint 
kpmg llp as auditor of the company and its subsidiaries and to authorise 
the directors to fix their remuneration which will be proposed at the 
forthcoming agm
annual general meeting
the notice convening the agm which will be held at the offices of 
maclay murray  spens llp quartermile one 15 lauriston place 
edinburgh eh3 9ep on wednesday 22 january 2014 at 1100am 
is included within this report together with the explanation of any 
items of special business
by order of the board
allan clow
finance director
19 november 2013
 
0spghar13middlemrindd   6 1222013   14030 pm 16
superglass holdings plc 
annual report and accounts 2013
corporate governance
remuneration committee membership
during the year the remuneration committee the “committee” 
comprised the following nonexecutive directors
 e john colley chairman until 25 september 2013
 e declan billington chairman from 25 september 2013 
 e david gray
responsibilities of the committee
the committee is responsible for determining all aspects of the 
remuneration of executive directors and senior executives within the 
framework of the general policy set by the board and described below
the remuneration of the nonexecutive directors is determined by 
the executive directors and approved by the board the wider board 
is responsible for determining the remuneration of the chairman 
the committee has formal terms of reference set by the board modelled 
on the uk corporate governance code which are available from the 
company and placed on the company website
remuneration policy practice and principles
the board recognises that the company’s continuing success depends 
on the quality and motivation of its employees the group aims to ensure 
that its remuneration packages are competitive to ensure that they align 
the interests of shareholders directors and senior executives and attract 
retain and motivate high calibre individuals rewarding the executive directors 
fairly for their contributions whilst remaining within the range of benefits 
offered by similar companies 
the total reward position is analysed by looking across each of the 
different elements of remuneration including salary pension bonus 
and longterm incentives
in considering and determining suitable remuneration packages for the 
executive directors the committee gives full consideration to the relevant 
best practice provisions set out in the uk corporate governance code 
and takes account of pay structures in place for other employees of 
the company the committee also determines the extent to which 
all performance targets are met
remuneration package 
the total remuneration package is designed to include performance and 
nonperformancerelated elements nonperformance elements include 
salary taxable benefits and pension entitlements all other parts of the 
package are performancerelated and relate to a mixture of cash and 
sharebased incentives described in detail below
the main elements of the remuneration package for executive directors are
 e basic salary
 e performancerelated bonus
 e pension contribution
 e performance share plan and
 e benefits
share options are awarded from time to time to other senior executives
bonus scheme
during the year ended 31 august 2013 the bonus scheme in operation related 
to alex mcleod and allan clow the bonus scheme that is in operation 
is based on the achievement of group profit before tax and on individual 
performance targets payment of the profitrelated element commences 
at budgeted profit levels and increases as profit before tax increases 
up to 125 of budgeted profit before tax bonus payments earned through 
achievement of individual personal performance targets are reduced by 50 
if budgeted profit before tax levels are not achieved maximum award 
is limited to 75 of salary nonexecutive directors do not participate 
in the company bonus scheme
pensions
alex mcleod is a member of the company’s group sponsored personal 
pension plan a defined contribution scheme under which the company 
makes an annual contribution of 15 of basic annual salary this may 
be supplemented by each member as desired and as permitted under 
current pension legislation annual bonuses where they are awarded 
are not pensionable the company contribution includes the premium 
payable for deathinservice insurance the benefits of which accrue 
to the executive directors’ dependants
allan clow has entered into a salary sacrifice arrangement whereby 
an element of his salary will be sacrificed in exchange for larger pension 
contributions to his personal pension plan allan clow is not a member 
of the company’s group sponsored personal pension plan the company 
contribution includes the premium payable for deathinservice insurance 
the benefits of which accrue to the executive directors’ dependants
dire ct ors’ remuneration report
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superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
read more on our website
wwwsuperglasscouk
share incentive plan
the committee has approved a performance share plan psp 
for executive directors
under the terms of the psp executive directors may be awarded 
conditional awards of free shares or nilcost options the maximum market 
value over which individual awards could be made is 100 of salary 
the committee has considered whether there should be an element of the 
performance condition based on tsr but in view of the lack of a natural 
peer group and reflecting a strong desire to maximise shareholder value 
from earnings growth over the medium to long term the performance 
target applying to the awards was based solely on adjusted earnings 
per share eps growth targets details of shares awarded under the 
psp are included in table 1 – performance share plan
service contracts
the company’s policy on the duration of directors’ contracts is that
 e executive directors should have rolling service contracts terminable 
on no more than twelve months’ notice served by the company or the 
director and
 e nonexecutive directors’ are appointed for three years unless 
terminated by either party giving three months’ notice
directors’ service
date of notice
contract period
n onexecutive
j colley 17 march 2012 three months
d gray 1 july 2012 three months
d billington 25 september 2013 three months
executive
a mcleod 1 october 2009 twelve months
a clow 28 august 2012 six months
table 1 – performance share plan
market
granted lapsed price
31 august during during 31 august of award exercise performance date of exercise
2012 the year the year 2013 pence price period award date
a mcleod 1060 — 1060 — 142500 nil three years 01022010 30112012
1167 — — 1167 132500 nil three years 20122010 20122013
23303 — — 23303 6500 nil three years 07122011 07122014
— 340909 — 340909 440 nil three years 01072013 01072016
a clow — 250000 — 250000 440 nil three years 01072013 01072016
  options granted prior to 4 june 2013 and after 30 november 2011 are restated to include the impact of the of the 20 for one share consolidation which shows 120th of the number of 25p share 
options granted at 25 times the market price of the 25p ordinary shares at the date of the award options granted prior to 30 november 2011 are restated to include the impact of the 20 for one 
share consolidation which shows 120th of the number of 20p share options granted at 20 times the market price of the 20p ordinary shares at the date of the award the above table presents 
the share options for directors in office at the year end
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superglass holdings plc 
annual report and accounts 2013
corporate governance
table 2 – directors’ remuneration
the remuneration of the directors for the year was as follows
2013 2012
salaryfees bonus benefits
1
pension
2
total total
£000 £000 £000 £000 £000 £000
executive directors
a mcleod 150 55 13 23 241 235
a clow 99 27 4 22 152 —
t kirkbright
3
— — — — — 112
n onexecutive directors
j colley 50 — — — 50 22
d gray 40 — — — 40 35
d billington — — — — — —
339 82 17 45 483 404
1 benefits principally comprise provision of motor vehicle and private healthcare insurance 
2 pension contributions represent defined contribution payments
3 until his resignation on 20 february 2012
the directors’ beneficial interests in shareholdings in the company are shown on page 14
share price
the market price for shares in superglass holdings plc ranged from 244p restated following 25 for one share consolidation to 480p during 
the year and was 460p on 31 august 2013
approval by shareholders
at the agm of the company to be held on 22 january 2014 a resolution approving this report is to be proposed as an ordinary resolution
this report was approved by the board on 19 november 2013 and signed on its behalf by
declan billington
chairman remuneration committee
19 november 2013
 
dire ct ors’ remuneration report continued
0spghar13middlemrindd   9 1222013   14030 pm 19
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
corporate governance
read more on our website
wwwsuperglasscouk
the directors are responsible for preparing the annual report and 
the group and parent company financial statements in accordance 
with applicable law and regulations 
company law requires the directors to prepare group and parent company 
financial statements for each financial year as required by the aim rules 
of the london stock exchange they are required to prepare the group 
financial statements in accordance with ifrss as adopted by the eu and 
applicable law and have elected to prepare the parent company financial 
statements in accordance with uk accounting standards and applicable 
law uk generally accepted accounting practice 
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 parent company and of their profit or loss for 
that period in preparing each of the group and parent company 
financial statements the directors are required to 
 e select suitable accounting policies and then apply them consistently 
 e make judgements and estimates that are reasonable and prudent 
 e for the group financial statements state whether they have been 
prepared in accordance with ifrss as adopted by the eu 
 e for the parent company financial statements state whether applicable 
uk accounting standards have been followed subject to any material 
departures disclosed and explained in the financial statements and 
 e prepare the financial statements on the going concern basis unless 
it is inappropriate to presume that the group and the parent company 
will continue in business
the directors are responsible for keeping adequate accounting records 
that are sufficient to show and explain the parent company’s transactions 
and disclose with reasonable accuracy at any time the financial position 
of the parent company and enable them to ensure that its financial 
statements comply with the companies act 2006 they have general 
responsibility for taking such steps as are reasonably open to them to 
safeguard the assets of the group and to prevent and detect fraud and 
other irregularities 
the directors are responsible for the maintenance and integrity of the 
corporate and financial information included on the company’s website 
legislation in the uk governing the preparation and dissemination of 
financial statements may differ from legislation in other jurisdictions
alex mcleod  allan clow
chief executive officer finance director
19 november 2013
st atement of dire ct ors’ responsibilities
in respect of the annual report and the financial statements
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superglass holdings plc 
annual report and accounts 2013
financial statements
we have audited the financial statements of superglass holdings plc for the year ended 31 august 2013 set out on pages 21 to 46 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 eu the financial reporting framework that has been applied in the preparation of the parent 
company financial statements is applicable law and uk accounting standards uk 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 auditors’ report and 
for no other purpose to the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the company and the 
company’s members as a body for our audit work for this report or for the opinions we have formed 
respective responsibilities of directors and auditor 
as explained more fully in the statement of directors’ responsibilities set out on page 19 the directors are responsible for the preparation 
of the financial statements and for being satisfied that they give a true and fair view our responsibility is to audit and express an opinion on 
the financial statements in accordance with applicable law and international standards on auditing uk and ireland those standards require 
us to comply with the auditing practices board’s ethical standards for auditors 
scope of the audit of the financial statements 
a description of the scope of an audit of financial statements is provided on the financial reporting council’s website at wwwfrcorgukauditscopeukprivate
opinion on financial statements 
in our opinion 
 e the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 august 2013 
and of the group’s loss for the year then ended 
 e the group financial statements have been properly prepared in accordance with ifrss as adopted by the eu 
 e the parent company financial statements have been properly prepared in accordance with uk generally accepted accounting practice and
 e the financial statements have been prepared in accordance with the requirements of the companies act 2006 
opinion on other matter prescribed by the companies act 2006 
in our opinion the information given in the 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 
 e 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 
 e the parent company financial statements are not in agreement with the accounting records and returns or 
 e certain disclosures of directors’ remuneration specified by law are not made or 
 e we have not received all the information and explanations we require for our audit 
martin ross senior statutory auditor 
for and on behalf of kpmg audit plc statutory auditor 
chartered accountants 
191 west george street
glasgow
g2 2lj
19 november 2013
independent aud it ors’ report
to the members of superglass holdings plc
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superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
financial statements
31 august 31 august
2013 2012
note £000 £000
r evenue 24390 32375
cost of sales 23276 26928
gross profit 1114 5447
distribution expenses 3610 4256
administrative expenses 2697 3389
administrative expenses – exceptional 5868 330
other operating income 52 40
operating loss 11009 2488
analysed as
operating loss before ifrs 2 credit 11403 2488
ifrs 2 credit relating to share options 394 —
operating loss 11009 2488
exceptional credit relating to debt for equity swap 20 4731 10340
financial expenses 6 488 501
financial expenses – exceptional 6 237 509
lossprofit before taxation 3 7003 6842
analysed as
loss before taxation exceptional items and amortisation of intangible assets 5053 1708
exceptional credit relating to debt for equity swap 4731 10340
exceptional expenses 5 1681 1790
exceptional goodwill impairment charge 510 5000 —
lossprofit before taxation 7003 6842
taxation 7 1462 279
lossprofit for the year attributable to equity holders of the parent 5541 7121
lossearnings per share
restated
see note 22
basic lossearnings per share 22 670p 4642p
diluted lossearnings per share 22 670p 4642p
conso lidated statement of comprehens ive 
in come and expense
for the year ended 31 august 2013
31 august 31 august
2013 2012
£000 £000
lossprofit for the year 5541 7121
t otal recognised comprehensive expenseincome for the year attributable to equity holders of the parent 5541 7121
conso lida ted in come statement
for the year ended 31 august 2013
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superglass holdings plc 
annual report and accounts 2013
financial statements
2013 2012
note £000 £000 £000 £000
n oncurrent assets
property plant and equipment 9 19463 17376
intangible assets 10 4530 10028
deferred tax 12 364 —
24357 27404
current assets
inventories 13 2716 2634
trade and other receivables 14 2259 1559
cash and cash equivalents 15 7979 1343
12954 5536
t otal assets 37311 32940
current liabilities
interestbearing loans and borrowings 16 248 —
trade and other payables 18 8459 10434
deferred government grants 176 375
income tax payable 23 — 6
8883 10815
n oncurrent liabilities
interestbearing loans and borrowings 16 3369 4803
deferred government grants 23 1481 —
deferred tax 12 — 1033
4850 5836
t otal liabilities 13733 16651
n et assets 23578 16289
equity attributable to equity holders of the parent 
share capital 20 20235 13035
share premium 21786 10261
retained earnings 18443 7007
t otal equity 23578 16289
these financial statements were approved by the board of directors on 19 november 2013 and were signed on its behalf by
john colley allan clow company number
chairman finance director 05423253 
conso lida ted ba lan ce sheet
at 31 august 2013
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superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
financial statements
31 august 31 august
2013 2012
note £000 £000
cash flows from operating activities
lossprofit for the year 5541 7121
adjustments for
exceptional credit arising on debt for equity swap 4731 10340
exceptional provision on inventories — 282
exceptional loss on disposal of tangible fixed assets 576 669
exceptional goodwill impairment 5000 —
disposal of licence intangible asset 489 —
provision on finished goods inventories 38 145
depreciation and amortisation 2053 1558
government grant income 102 —
net financial expense 6 725 1010
taxation 7 1462 279
equitysettled sharebased payment transactions 383 245
cash from operating activities before changes in working capital and provisions 3338 411
increase in inventories 120 778
increasedecrease in trade and other receivables 529 902
decrease in trade other payables and deferred government grants 466 839
cash generated from operations 4453 304
finance costs 725 789
tax receivedpaid 60 986
n et cash from operating activities 5118 2079
cash flows from investing activities
acquisition of intangible assets — 16
acquisition of property plant and equipment 3467 4170
n et cash used in investing activities 3467 4186
cash flows from financing activities
proceeds from issuing ordinary shares 20 12900 9455
ordinary share issue costs 681 1276
drawn down on revolving credit facility 6125 —
repayment of borrowings 16 3000 —
payment of finance lease liabilities 16 124 17
n et cash used in financing activities 15220 8162
net increase in cash and cash equivalents 6636 1897
cash and cash equivalents at beginning of year 1343 554
cash and cash equivalents at end of year 7979 1343
conso lidated ca sh f low statement
for the year ended 31 august 2013
0spghar13backmrindd   4 1222013   13955 pm 24
superglass holdings plc 
annual report and accounts 2013
financial statements
share share retained total
capital premium earnings equity
£000 £000 £000 £000
balance at 31 august 2011 583 1108 2757 1066
total comprehensive income for the year — — 7121 7121
ordinary share capital issued in the year 9455 — — 9455
convertible share capital issued in the year 2997 — — 2997
adjustment in respect of fair value of convertible instruments — 1187 — 1187
share issue costs recognised directly in equity — — 1276 1276
transfer on exchange of debt for equity — 10340 10340 —
equitysettled sharebased payments — — 245 245
balance at 31 august 2012 13035 10261 7007 16289
total comprehensive expense for the year — — 5541 5541
ordinary share capital issued in the year 6500 6500 — 13000
convertible share capital issued in the year 700 — — 700
adjustment in respect of fair value of convertible instruments — 294 — 294
share issue costs recognised directly in equity — — 781 781
transfer on exchange of debt for equity — 4731 4731 —
equitysettled sharebased payments — — 383 383
balance at 31 august 2013 20235 21786 18443 23578
conso lida ted statement of chan ges in equ it y
for the year ended 31 august 2013
0spghar13backmrindd   5 1222013   13955 pm 25
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
financial statements
1 accounting policies
superglass holdings plc is a company domiciled and incorporated in the united kingdom the financial statements were approved by the board 
on 19 november 2013
statement of compliance
the consolidated financial statements have been prepared in accordance with ifrs including international financial reporting interpretations 
committee ifric interpretations as adopted by the eu adopted ifrs the company has elected to prepare its parent company financial 
statements in accordance with uk gaap these are presented on pages 47 to 50
basis of preparation
the financial statements are prepared on the historical cost basis the consolidated financial statements are presented in pounds sterling which 
is the company’s presentational and functional currency the principal accounting policies applied in the preparation of these consolidated financial 
statements are set out below these policies have been consistently applied to all years unless otherwise stated the financial statements have 
been prepared on the going concern basis for the reasons outlined on page 13
the preparation of financial statements in conformity with eu adopted ifrs requires the directors to make judgements estimates and assumptions 
that affect the application of policies and reported amounts of assets and liabilities income and expense the estimates and judgements are based 
on historical experience and various other factors that are believed to be reasonable under the circumstances the results of which form the basis 
of making judgements about carrying amounts of assets and liabilities that are not readily apparent from other sources actual results may differ 
from these estimates the accounting policies set out below have unless otherwise stated been applied consistently to all periods presented in 
these financial statements 
basis of consolidation
the consolidated financial statements comprise superglass holdings plc and its subsidiaries the financial statements of subsidiaries are prepared 
to the same reporting date as the parent company intragroup transactions and balances including any unrealised gains and losses or income and 
expenses arising from intragroup transactions are eliminated in full
subsidiaries are entities controlled by the company control exists when the company has the power directly or indirectly to govern the financial 
and operating policies of an entity so as to obtain benefits from its activities in assessing control potential voting rights that are currently exercisable 
or convertible are taken into account the financial statements of subsidiaries are included in the consolidated financial statements from the date 
that control commences until the date that control ceases 
foreign currency
transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction monetary assets and liabilities 
denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date foreign exchange 
differences arising on translation are recognised in the income statement 
classification of financial instruments issued by the group
in accordance with ias 32 financial instruments issued by the group are treated as equity ie forming part of shareholders’ funds only to the 
extent that they meet the following two conditions
 e they include no contractual obligations upon the company or group as the case may be to deliver cash or other financial assets to or to exchange 
financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the company or group and 
 e where the instrument will or may be settled in the company’s own equity instruments it is either a nonderivative that includes no obligation 
to deliver a variable number of the company’s own equity instruments or is a derivative that will be settled by the company exchanging a fixed 
amount of cash or other financial assets for a fixed number of its own equity instruments
to the extent that this definition is not met the proceeds of issue are classified as a financial liability where the instrument so classified takes 
the legal form of the company’s own shares the amounts presented in these financial statements for called up share capital and share premium 
account exclude amounts in relation to those shares 
where a financial instrument that contains both equity and financial liability components exists these components are separated and accounted for 
individually under the above policy the finance rate on the financial liability component is correspondingly higher over the life of the instrument
finance payments associated with financial liabilities are dealt with as part of finance expenses finance payments associated with financial 
instruments that are classified in equity are dividends and are recorded directly in equity
n otes form in g part of the f in an cial statements
for the year ended 31 august 2013
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superglass holdings plc 
annual report and accounts 2013
financial statements
n otes form in g part of the f in an cial statements 
continued
for the year ended 31 august 2013
1 accounting policies continued
exceptional items
exceptional items are disclosed and described separately in the financial statements where necessary to do so to provide further understanding 
of the financial performance of the group they are material items of income or expense that have been shown separately due to the significance 
of their nature or amount 
property plant and equipment
property plant and equipment are stated at cost less accumulated depreciation and any impairment losses
where parts of an item of property plant and equipment have different useful lives they are accounted for and depreciated as separate items 
of property plant and equipment
leases under which the group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases leased 
assets acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the present value of the minimum lease payments 
at inception of the lease less accumulated depreciation and impairment losses lease payments are accounted for as described below
depreciation is charged to the income statement on a straightline basis over the estimated useful lives of each part of an item of property plant 
and equipment from time to time useful economic life may be extended where it is certain that the asset will remain in use beyond its original 
estimated life residual values of buildings property plant and equipment are estimated to be £nil land and assets in the course of construction 
are not depreciated the estimated useful lives are as follows
buildings 50 years
plant machinery and equipment 9–15 years 
motor vehicles 4 years
intangible assets and goodwill
goodwill represents amounts arising on acquisition of subsidiaries and represents the difference between the fair value of the assets liabilities 
and contingent liabilities acquired in a business combination and the fair value of the consideration given identifiable intangibles are those which 
can be sold separately or which arise from legal rights regardless of whether those rights are separable goodwill is stated at cost less any accumulated 
impairment losses goodwill is allocated to a cashgenerating unit cgu and is not amortised but is tested annually for impairment 
the cost to the group of licence agreement assets was determined by the fair value of the historical costs inflated to current prices net of 
impairment losses which is an approximation to market value the directors consider that the licence which runs in perpetuity with no further 
payments due has an indefinite useful life and therefore licence agreement assets are not amortised but are tested annually for impairment 
the cost to the group of customer contractual relationships acquired as part of a business combination is determined by the net present value 
of the future cash flow benefits anticipated to arise from the contractual arrangements less accumulated amortisation and impairment losses 
computer software is stated at purchase cost less accumulated amortisation and impairment losses amortisation is charged to the income 
statement on a straightline basis over the estimated useful lives of intangible assets the estimated useful lives are as follows
computer software 3 years
contractual customer relationships 6 years
trade and other receivables
trade and other receivables are initially measured on the basis of their fair value then carried at amortised cost less impairment charges
inventories
inventories are stated at the lower of cost and net realisable value cost is based on the firstin firstout principle and includes expenditure incurred 
in acquiring the inventories and bringing them to their existing location and condition in the case of manufactured inventories cost includes an 
appropriate share of overheads based on normal operating capacity engineering spares included within inventories are stated at cost less any 
provision for impairment
cash and cash equivalents
cash and cash equivalents comprise cash balances and call deposits bank overdrafts that are repayable on demand and form an integral part 
of the group’s cash management are included as a component of cash and cash equivalents for the purpose only of the statement of cash flows 
where there is a right of set off in place the cash and cash equivalents figure is stated net of the facilities
0spghar13backmrindd   7 1222013   13955 pm 27
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
1 accounting policies continued
impairment
the carrying amounts of the group’s nonfinancial assets other than inventories and deferred tax assets are reviewed at each balance sheet date 
to determine whether there is any indication of impairment if any such indication exists the asset’s recoverable amount is estimated 
for goodwill and intangible assets that have an indefinite useful life the recoverable amount is estimated at each balance sheet date
an impairment loss is recognised whenever the carrying amount of an asset or its cgu exceeds its estimated recoverable amount impairment 
losses are recognised in the income statement
impairment losses recognised in respect of the cgu are allocated first to reduce the carrying amount of any goodwill allocated to the group’s cgu 
and then to reduce the carrying amount of the other assets in the unit on a pro rata basis the group has one cgu 
calculation of recoverable amount
the recoverable amount of assets or cgu is the greater of their fair value less costs to sell and value in use in assessing value in use the estimated 
future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of 
money and the risks specific to the asset for an asset that does not generate largely independent cash inflows the recoverable amount is determined 
for the cgu to which the asset belongs
reversals of impairment
an impairment loss in respect of goodwill is not reversed 
in respect of other assets an impairment loss is reversed when there has been a change in the estimates used to determine the recoverable amount
an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been 
determined net of depreciation or amortisation if no impairment loss had been recognised
interestbearing borrowings
interestbearing borrowings are recognised initially at fair value less attributable transaction costs subsequent to initial recognition interestbearing 
borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the 
period of the borrowings on an effective interest basis
employee benefits
defined contribution plans
a defined contribution plan is a postemployment benefit plan under which an entity pays fixed contributions into a separate entity and will have 
no legal or constructive obligation to pay further amounts obligations for contributions to defined contribution pension plans are recognised as 
an employee benefit expense in the income statement when they are due prepaid contributions are recognised as an asset to the extent that 
a cash refund or a reduction in future payments is available
provisions
any provision is recognised in the balance sheet when the group has a legal or constructive obligation as a result of a past event and it is probable 
that an outflow of economic benefits will be required to settle the obligation if the effect were to be material provisions are determined by discounting 
the expected future cash flows at a pretax rate that reflects current market assessments of the time value of money and where appropriate the 
risks specific to the liability
revenue
revenue comprises the sale of goods net of cash settlement discount and volumerelated retrospective rebates excluding sales taxes revenue 
from the sale of goods is recognised in the income statement when goods have been despatched to the customer cash discounts available for timely 
settlement of receivables that are outstanding but within terms are estimated and recognised as a reduction from revenue where it is probable that the 
discount will be taken estimates are made of the amount likely to be paid to customers in respect of volume rebates and this is deducted from revenue 
as revenue is recognised where the group sells to distributors revenue is recognised when there are no further redistribution obligations on the 
group returns are only accepted where product quality has been shown to be an issue 
0spghar13backmrindd   8 1222013   13955 pm 28
superglass holdings plc 
annual report and accounts 2013
financial statements
n otes form in g part of the f in an cial statements 
continued
for the year ended 31 august 2013
1 accounting policies continued
expenses
operating lease payments
payments made under operating leases are recognised in the income statement on a straightline basis over the term of the lease
finance lease payments
minimum lease payments are apportioned between the finance expense and the reduction of the outstanding liability the finance expense 
is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability
net financing costs
finance expenses comprise interest payable finance charges on shares classified as liabilities and finance leases interest receivable on funds 
invested and foreign exchange gains and losses that are recognised in the income statement
interest income and interest payable is recognised in the income statement as it accrues using the effective rate of interest method 
grant income
government grants relate primarily to regional selective assistance received on the achievement of certain job creation and job protection targets 
as well as related capital expenditure
government grants are recognised initially as deferred income when there is reasonable assurance that they will be received and that the group 
will comply with the conditions associated with the grant grants that compensate the group for expenses incurred are recognised in the income 
statement on a systematic basis in the same periods in which the expenses are recognised grants that compensate the group for the cost of an 
asset are recognised in the income statement on a systematic basis over the useful life of the asset 
taxation
tax comprises current and deferred tax tax is recognised in the income statement except to the extent that it relates to items recognised directly 
in equity in which case it is recognised in equity
current tax is the expected tax payable on the taxable income for the year using tax rates enacted or substantively enacted at the balance sheet 
date and any adjustment to tax payable in respect of previous years
deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and 
the amounts used for taxation purposes the following temporary differences are not provided for the initial recognition of goodwill the initial 
recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination and differences relating 
to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future the amount of deferred tax provided is 
based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities using tax rates enacted or substantively 
enacted at the balance sheet date
a deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised
earnings per share
basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the company by the weighted average 
number of ordinary shares outstanding during the period diluted earnings per share is determined by adjusting the profit or loss attributable to 
ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares
sharebased payment transactions
the company operates three equitysettled sharebased compensation plans being the psp longterm incentive plan for employees including 
executive directors and the csop longterm incentive plan for senior managers the fair value of shares awarded is recognised as an employee 
expense in the consolidated income statement with a corresponding increase in shareholders’ equity the fair value is measured at grant date and 
spread over the period during which the employees become unconditionally entitled to the share incentives on a straightline basis the fair value 
of the share incentives granted is measured using appropriate valuation models taking into account the terms and conditions upon which the 
share incentives were granted at each reporting date the group reestimates the number of share incentives that are expected to vest based on 
nonmarket conditions any adjustment is recognised in the consolidated income statement with a corresponding adjustment to shareholders’ 
equity over the remaining vesting period
ifrs 8 segment reporting
an operating segment is a component of the group that engages in business activities from which it may earn revenues and incur expenses that 
relate to transactions with any of the group’s other components and for which discrete financial information is available an operating segment’s 
operating results are reviewed regularly by the chief operating decision maker to make decisions about resources to be allocated to the segment 
and assess its performance
0spghar13backmrindd   9 1222013   13956 pm 29
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
1 accounting policies continued
interpretations and standards effective in 2013
there are no ifrss or ifric interpretations that are effective for the first time for the financial year beginning on 1 september 2012 that have 
a material impact on the group
2 segmental reporting
the group has only one class of business – the manufacturing and sale of insulation materials – and as a result has only one reportable segment 
with no aggregation having been applied the reportable segment has been identified with reference to the activities of the group and the information 
used by the chief operating decision maker the board the performance of the segment is assessed by reference to its gross profit 
manufacture and sale of insulation
2013 2012
£000 £000
total revenue 24390 32375
total gross profit 1114 5447
depreciation and amortisation 2053 1558
capital expenditure 4705 4186
all revenue is from external customers with no intersegment revenues given the existence of only one operating segment
the segment gross profit is reconciled to the total profitloss before income tax as shown in the consolidated statement of comprehensive 
income and expense
all of the assets of the group are managed by the board on a central basis all of the assets of the group are deemed to be attributable to the 
reportable segment and as a result no separate reconciliation of segment assets to the total assets figure on the balance sheet is necessary
other information
the group operates predominantly within the uk and ireland with some worldwide sales predominantly in the eu revenue is attributed to external 
customers based on the location of the customer
2013 2012
£000 £000
r evenue
uk and ireland 23688 31582
rest of world 702 793
n oncurrent assets
uk and ireland 24357 27404
rest of world — —
major customers
there were four customers 2012 two that accounted for in excess of 10 of the group’s revenue these customers accounted for £42m 
2012 £93m £32m 2012 £52m £26m and £25m respectively
0spghar13backmrindd   10 1222013   13956 pm 30
superglass holdings plc 
annual report and accounts 2013
financial statements
n otes form in g part of the f in an cial statements 
continued
for the year ended 31 august 2013
3 lossprofit before tax and auditors’ remuneration
included in lossprofit before tax are the following
cost of sales administrative expenses total
31 august 31 august 31 august 31 august 31 august 31 august
2013 2012 2013 2012 2013 2012
£000 £000 £000 £000 £000 £000
depreciation of property plant and equipment
owned assets 2028 1538 15 11 2043 1549
operating lease charges
– property 20 13 — — 20 13
– other 554 636 91 79 645 715
2602 2187 106 90 2708 2277
operating income includes the following
31 august 31 august
2013 2012
£000 £000
net costincome from rented premises 50 40
release of deferred government grant 102 —
52 40
audit and nonaudit fee disclosures
31 august 31 august
2013 2012
£000 £000
audit of the company 14 13
audit of subsidiaries 24 25
t otal audit services 38 38
r eporting required by law or regulation provided by the auditors 11 17
tax compliance services 10 15
tax advisory services 3 7
t otal services relating to taxation 13 22
other nonaudit services not covered above 22 25
public reporting on investment circulars 78 85
t otal services relating to corporate finance transactions 78 85
t otal 162 187
4 staff numbers and costs
the average number of persons employed by the group including directors during the year analysed by category was as follows
2013 2012
£000 £000
selling and administration 46 47
production 132 142
178 189
0spghar13backmrindd   11 1222013   13956 pm 31
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
4 staff numbers and costs continued
the total payroll costs of these persons were as follows
2013 2012
£000 £000
wages and salaries 5745 5897
social security costs 634 623
contributions to defined contribution pension plans 150 134
sharebased payment creditcosts 383 245
6146 6899
directors’ remuneration is disclosed on page 18
5 exceptional items
2013 2012
£000 £000
cost of sales – impairment of engineering spares — 282
cost of sales – disposal of tangible fixed assets 576 669
administration costs – reorganisation costs 307 330
administration costs – write off intangible fixed assets 489 —
administration costs – professional fees 72 —
administration costs – impairment of goodwill see note 10 5000 —
finance costs – accelerated bank charges — 221
finance costs – refinancing costs 237 288
other income – credit on capital restructuring 4731 10340
1950 8550
analysed as
finance costs 237 509
administration costs 5868 330
cost of sales 576 951
exceptional costs 6681 1790
exceptional income 4731 10340
1950 8550
items of exceptional income and expenditure in the year ended 31 august 2013 include an accounting credit in respect of the debt for equity swap 
that the group has entered into and professional fees incurred in relation to the capital restructuring see note 20
other exceptional items relate to the impairment of goodwill see note 10 a disposal charge recognised in respect of certain tangible fixed assets 
identified as being obsolete and disposed of as a result of the significant capital investment programme undertaken by the group following the capital 
investment programme undertaken in the year the licence held within tangible fixed assets in relation to the use of certain technology is also no 
longer required and has been written off in addition further costs in respect of reorganisation of the group have been incurred during the year 
ended 31 august 2013
6 finance income and expense
2013 2012
£000 £000
interest payable on bank loans and other borrowings 488 501
other financial expenses – exceptional see note 5 237 509
financial expenses 725 1010
0spghar13backmrindd   12 1222013   13956 pm 32
superglass holdings plc 
annual report and accounts 2013
financial statements
n otes form in g part of the f in an cial statements 
continued
for the year ended 31 august 2013
7 taxation
recognised in the income statement
2013 2012
£000 £000
current tax expense
current year — —
adjustments in respect of prior years 66 293
 66 293
deferred tax expense
origination and reversal of temporary differences 1308 415
adjustment in respect of a change in tax rate 141 190
adjustment in respect of prior years 52 33
1397 572
total tax credit in income statement 1462 279
reconciliation of effective tax rate
2013 2012
 £000  £000
lossprofit before tax 7003 6842
tax using the uk corporation tax rate of 236 2012 250 24 1657 25 1731
goodwill impairment 17 1179 — —
nondeductible expenses — 14 — 4
gain on debt for equity swap 16 1116 38 2616
adjustments in respect of prior years — 14 5 327
adjustments to deferred tax as a result of change in tax rates 3 229 1 42
sharebased payments 1 90 1 59
equity raise fees 1 50 1 73
deferred tax asset on unutilised losses 1 84 4 273
impact of reduction in deferred tax rate 2 141 3 190
other tax adjusting items — — — 18
total tax in income statement 21 1462 4 279
the emergency budget on 22 june 2010 announced that the uk corporation tax rate would reduce from 28 to 24 over a period of four years from 2011
a reduction in the tax rate from 26 to 25 effective from 1 april 2012 was substantively enacted on 5 july 2011 a further reduction to 24 effective 
from 1 april 2012 was substantively enacted on 26 march 2012 following the march 2012 budget which also announced that the uk corporation tax will 
reduce to 22 by 2014 substantive enactment of the 23 rate with effect from 1 april 2013 took place in july 2012 the finance bill 2013 was substantively 
enacted on 2 july 2013 and included further reductions in the corporation tax rate effective to 21 from 1 april 2014 and 20 from 1 april 2015
as a result of these tax rate changes the current tax rate in force during the year was 24 from 1 september 2012 to 31 march 2013 and 23 thereafter
the substantively enacted tax rate at the year end for deferred tax purposes was 20 2012 23 and this has resulted in a reduction in the deferred 
tax liability recognised during the year by £141000 the 2 rate reduction will further reduce the group’s future current tax charge the unrecognised 
deferred tax asset in relation to tax losses at the year end was £621000 2012 £541000
0spghar13backmrindd   13 1222013   13956 pm 33
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
8 dividends
no dividend has been paid or proposed in either of the financial years presented
9 property plant and equipment
assets in
land and plant and motor course of
buildings equipment vehicles construction total
£000 £000 £000 £000 £000
cost
balance at 1 september 2011 3416 31820 42 141 35419
additions — 223 — 3947 4170
disposals — 166 28 — 194
transfers — 256 — 256 —
balance at 31 august 2012 and 1 september 2012 3416 32133 14 3832 39395
additions — 45 — 4660 4705
disposals — 3013 — — 3013
transfers — 8449 — 8449 —
balance at 31 august 2013 3416 37614 14 43 41087
depreciation and impairment 
balance at 1 september 2011 634 19318 41 — 19993
depreciation charge for the period 52 1496 1 — 1549
impairment — 671 — — 671
disposals — 166 28 — 194
balance at 31 august 2012 and 1 september 2012 686 21319 14 — 22019
depreciation charge for the period 52 1991 — — 2043
impairment — 671 — — 671
disposals — 1767 — — 1767
balance at 31 august 2013 738 20872 14 — 21624
n et book value
at 1 september 2011 2782 12502 1 141 15426
at 31 august 2012 2730 10814 — 3832 17376
at 31 august 2013 2678 16742 — 43 19463
included in the net book value of plant and machinery are assets held under finance leases of £1117000 2012 £nil after charging depreciation 
of £124000 2012 £nil assets previously classified as under finance leases are now owned
included in the net book value of freehold land and buildings is £794000 2012 £794000 in relation to land which has not been depreciated
0spghar13backmrindd   14 1222013   13956 pm 34
superglass holdings plc 
annual report and accounts 2013
financial statements
n otes form in g part of the f in an cial statements 
continued
for the year ended 31 august 2013
10 intangible assets
contractual
customer 
goodwill licence relationships software total
£000 £000 £000 £000 £000
cost
balance at 1 september 2011 9502 489 26301 93 36385
additions — — — 16 16
disposals — — — 2 2
balance at 31 august 2012 and 1 september 2012 9502 489 26301 107 36399
additions — — — 1 1
disposals — 489 — 10 499
balance at 31 august 2013 9502 — 26301 98 35901
amortisation and impairment 
balance at 1 september 2011 — — 26301 63 26364
amortisation for the period — — — 9 9
disposals — — — 2 2
balance at 31 august 2012 and 1 september 2012 — — 26301 70 26371
amortisation for the period — — — 10 10
impairment 5000 — — — 5000
disposals — — — 10 10
balance at 31 august 2013 5000 — 26301 70 31371
n et book value
at 1 september 2011 9502 489 — 30 10021 
at 31 august 2012 9502 489 — 37 10028
at 31 august 2013 4502 — — 28 4530
the amortisation charge is included within administrative expenses in the income statement
the group tests goodwill and licences annually for impairment the impairment test involves calculating the recoverable amount which is based 
on the present value of expected future cash flows value in use the directors consider that the group has only one cgu and the value in use 
of all of the group’s assets has been considered in performing the impairment review
the key assumptions underlying the cash flow projections within the impairment review are revenue growth margins the level of operating expenditure 
and the amount of capital expenditure the cash flow projections are based on formally approved management cash flow projections for a threeyear 
period these are then extrapolated into perpetuity using a nominal longterm growth rate based on the uk gdp of 225 to calculate a terminal 
value a pretax discount rate of 120 2012 120 has been used the cost of capital assigned can have a significant effect on valuation the cost of capital 
reflects a number of financial and economic variables including a riskfree interest rate and a premium to reflect the inherent risks these variables 
are established based on management judgement 
as a result of the impairment test the directors believe it would be appropriate to impair the value of goodwill by £50m due to uncertainty in relation 
to future cash flows caused by continuing uncertainty over government retrofit schemes and the impact on demand for the groups products the 
impairment charge has been reflected within administrative expenses in the income statement while cash flow projections are subject to inherent 
uncertainty reasonably possible changes in key assumptions applied in assessing the value in use would not cause a change to the conclusion reached
having reviewed the key assumptions used the directors believe that should the discount rate change by 10 the value of the discounted 
cash flows would increase or decrease by £38m
0spghar13backmrindd   15 1222013   13957 pm 35
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
11 subsidiaries
the group has the following principal subsidiaries
country of incorporation class of shares held ownership trade
superglass group limited uk ordinary 100 holding company
superglass insulation limited uk ordinary 100 manufacture and sale of insulation materials 
 held indirectly
12 deferred tax assets and liabilities
recognised deferred tax assets and liabilities 
deferred tax assets and liabilities are attributable to the following
2013 2012
assets liabilities net assets liabilities net
£000 £000 £000 £000 £000 £000
property plant and equipment — 423 423 — 1346 1346
intangible assets — — — — 112 112
trade and other receivables 94 — 94 101 — 101
sharebased payments — — — 19 — 19
unutilised tax losses 693 — 693 305 — 305
net tax assetsliabilities 787 423 364 425 1458 1033
movement in deferred tax during the period
recognised recognised
31 august in income 31 august in income 31 august
2011 statement 2012 statement 2013
£000 £000 £000 £000 £000
property plant and equipment 1516 170 1346 923 423
trade and other receivables 37 64 101 7 94
intangible assets 126 14 112 112 —
sharebased payments — 19 19 19 —
unutilised tax losses — 305 305 388 693
1605 572 1033 1397 364
13 inventories
2013 2012
£000 £000
raw materials and consumables 412 358
finished goods 2147 2143
2559 2501
engineering spares 157 133
2716 2634
inventories are shown net of writedowns amounting to £597000 2012 £560000 writedowns utilised were £nil 2012 £nil
0spghar13backmrindd   16 1222013   13957 pm 36
superglass holdings plc 
annual report and accounts 2013
financial statements
n otes form in g part of the f in an cial statements 
continued
for the year ended 31 august 2013
14 trade and other receivables
2013 2012
£000 £000
trade receivables 1949 1136
other trade receivables and prepayments 310 423
2259 1559
an allowance has been made for estimated irrecoverable amounts from the sale of goods of £53000 2012 £92000 
15 cash and cash equivalents
2013 2012
£000 £000
cash at bank 7979 1343
7979 1343
within cash and cash equivalents there are no borrowing facility balances offsetting the cash at bank 2012 stated net of £3000000 drawn down 
from the group’s available revolving credit facility
16 other interestbearing loans and borrowings
this note provides information about the contractual terms of the group interestbearing loans and borrowings
2013 2012
£000 £000
n oncurrent liabilities
secured bank loans 2500 4803
finance lease liabilities 869 —
3369 4803
current liabilities
bank overdraft — —
current portion of secured bank loans — —
current portion of finance lease liabilities 248 —
248 —
terms and debt repayment schedule 
secured bank loans are stated net of finance costs allocated of £nil at 31 august 2013 2012 £297000
during the year ended 31 august 2013 shareholders approved an issue of equity share capital which included inter alia a debt for equity swap of £5725m 
early repayment of £30m of core borrowings and an injection of new equity of £122m net of expenses in addition the group’s bankers agreed 
that repayment of the remaining borrowings of £25m would be deferred until repayment in full on 30 april 2018 with no covenant tests applicable 
for the remaining term of the loan the loan attracts interest at libor plus a margin of 40
during the year ended 31 august 2012 shareholders approved an issue of equity share capital which included inter alia a debt for equity swap of £1215m 
and an injection of new equity of £79m net of expenses in addition the group’s bankers agreed to a repayment holiday of two years on the residual core 
borrowing of £51m these being repayable in equal quarterly instalments of £425000 commencing on 30 november 2013 and to no covenant tests being 
required for the next two years with rolling twelvemonth cash flow and interest cover covenants being tested quarterly from november 2013 the loan 
attracted interest at libor plus a margin of 475
in addition at 31 august 2012 the group had a revolving credit facility which stepped up over time to a maximum of £50m plus the value of offered 
grant funding of £20m at 31 august 2012 the group had drawn down £30m on the revolving credit facility which is presented in these financial 
statements as a deduction from cash and cash equivalents at 31 august 2012 
as a result of the successful refinancing during the year ended 31 august 2013 the group no longer has an available revolving credit facility
0spghar13backmrindd   17 1222013   13957 pm 37
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
16 other interestbearing loans and borrowings continued
terms and debt repayment schedule continued
the bank loans were secured as follows
 e a first floating charge granted by the parent company and each subsidiary undertaking
 e a composite guarantee granted by the parent company and each subsidiary undertaking as guarantor on account of the parent company 
and each subsidiary undertaking as principal and
 e legal first charge over freehold property
finance lease liabilities
finance lease liabilities are payable as follows
2013 2012
minimum minimum
lease lease
payments interest principal payments interest principal
£000 £000 £000 £000 £000 £000
less than one year 303 55 248 — — —
second to fifth years inclusive 1061 192 869 — — —
1364 247 1117 — — —
17 financial instruments
overview
the group has exposure to the following risks from its use of financial instruments
 e credit risk
 e liquidity risk and
 e market risk
this note presents information about the group’s exposure to each of the above risks the group’s objectives policies and processes for measuring 
and managing risk and the group’s management of capital further quantitative disclosures are included throughout these financial statements
the board of directors has overall responsibility for the establishment and oversight of the group’s risk management framework
the audit committee oversees how management monitors compliance with the group’s risk management policies and procedures and reviews 
the adequacy of the risk management framework in relation to the risks faced by the group
liquidity risk
the liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due the group’s approach to managing 
liability is to ensure as far as possible that it will always have sufficient liquidity to meet its liabilities when due under both normal and stressed 
conditions without incurring unacceptable losses or risking damage to the group’s reputation
at the year end the group maintained the following
 e a £25m term loan facility
market risk
market risk is the risk that changes in market prices such as interest rates will affect the group’s income or the value of its holdings of financial 
instruments the objective of market risk management is to manage and control market risk exposures within acceptable parameters while 
optimising the return
generally the group seeks to minimise this risk through hedge arrangements designed to manage a proportion of the group’s overall exposure
0spghar13backmrindd   18 1222013   13957 pm 38
superglass holdings plc 
annual report and accounts 2013
financial statements
n otes form in g part of the f in an cial statements 
continued
for the year ended 31 august 2013
17 financial instruments continued
credit risk
credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations 
and arises primarily from the group’s trade receivables from customers management has credit insurance and a credit policy in place and the 
exposure to credit risk is monitored on an ongoing basis credit evaluations are performed for all customers requiring credit over a certain amount 
the balance presented in the balance sheet is net of accumulated provisions for retrospective rebates and of allowances for doubtful receivables 
estimated by the group’s management based on prior experience and their assessment of the current economic climate
the group has no significant concentration of credit risk as all significant commercial trade receivables are covered by either credit insurance 
or accumulated balances of rebate due to customers capable of offset against outstanding trading balances
the carrying amount of financial assets represents the maximum credit exposure the maximum exposure to credit risk at the reporting date was
2013 2012
note £000 £000
receivables 14 1949 1136
cash at bank 15 7979 1343
9357 2479
the credit quality of the holder of the cash at bank is bbb
credit risk at the reporting date in relation to receivables
2013 2012
£000 £000
uk and ireland 1791 1080
other europe 158 56
1949 1136
the ageing of trade receivables at the reporting date was
2013 2012
gross impairment total gross impairment total
£000 £000 £000 £000 £000 £000
not past due 1592 — 1592 1033 — 1033
past due 0–60 days 226 — 226 57 — 57
more than 60 days past due 184 53 131 138 92 46
2002 53 1949 1228 92 1136
the movement in the allowance for impairment in respect of trade receivables during the year was as follows
2013 2012
£000 £000
balance at 1 september 92 77
increase to provision 30 15
impairment loss reversed 69 —
balance at 31 august 53 92
the impairment loss at 31 august 2013 of £53000 2012 £92000 is a provision for receivables due from customers
the allowance account in respect of trade receivables is used to record impairment losses unless the group is satisfied that no recovery 
of the amount is possible at that point the amount is considered irrecoverable and written off against the financial asset directly 
0spghar13backmrindd   19 1222013   13957 pm 39
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
17 financial instruments continued
liquidity risk
the following are the contractual maturities of financial liabilities at the balance sheet date including estimated interest payments based 
on the position at the balance sheet date and excluding the impact of netting agreements
31 august 2013
contractual more 
carrying cash 6 months 6–12 1–2 2–5 than
amount flows or less months years years 5 years
nonderivative financial liabilities £000 £000 £000 £000 £000 £000 £000
secured bank loans 2500 3027 56 56 113 2802 —
finance leases 1117 1364 152 152 303 757 —
trade and other payables 8859 8859 8859 — — — —
12476 13250 9067 208 416 3559 —
31 august 2012
contractual more 
carrying cash 6 months 6–12 1–2 2–5 than
amount flows or less months years years 5 years
nonderivative financial liabilities £000 £000 £000 £000 £000 £000 £000
secured bank loans 4803 6176 138 138 1942 3958 —
trade and other payables 10434 10434 10434 — — — —
15237 16610 10572 138 1942 3958 —
trade and other payables excludes amounts provided for certain accruals
the following table shows outstanding borrowings the facilities available to the group and undrawn amounts at the year end
2013 2012
balance undrawn balance undrawn
outstanding facility amounts outstanding facility amounts
£000 £000 £000 £000 £000 £000
bank loans 2500 2500 — 4803 5100 —
revolving credit facility — — — 3000 5625 2625
0spghar13backmrindd   20 1222013   13957 pm 40
superglass holdings plc 
annual report and accounts 2013
financial statements
n otes form in g part of the f in an cial statements 
continued
for the year ended 31 august 2013
17 financial instruments continued
market risk
profile
at the reporting date the interest rate profile of the company’s interestbearing financial liabilities was
carrying amount
2013 2012
£000 £000
f ixed rate instruments
financial liabilities 1117 —
variable rate instruments
financial liabilities including revolving credit facility 2500 7803
a change of 100 basis points in interest rates at the beginning of the reporting period would have increaseddecreased profit or loss by the 
amounts shown below this analysis assumes that all other variables in particular foreign currency rates remain constant the analysis 
is performed on the same basis for 2012 
100bp 100bp
increase decrease
£000 £000
31 august 2013
variable rate instruments 83 83
31 august 2012
variable rate instruments 112 112
the group manages foreign currency exposure by firstly offsetting currency receivables and payables where practical and by use of forward exchange 
contracts at the year ended 31 august 2013 and for the duration of the financial year then ended there were no forward contracts entered into 
by the group the impact of a 1 fluctuation in the exchange rate of pounds sterling to euros or us dollars would be immaterial
fair values
the fair values at the balance sheet date together with the carrying amount shown in the balance sheet are as follows
2013 2012
carrying fair carrying fair
amount value amount value
£000 £000 £000 £000
trade receivables 1949 1949 1136 1136
cash at bank balance stated net of revolving credit facility 7979 7979 1343 1343
trade payables 7717 7717 8305 8305
bank loans 2500 2482 4803 4713
obligations under finance leases 1117 1117 — —
1406 1388 10629 10539
estimation of fair values
the following summarises the methods and assumptions used in estimating the fair values of financial instruments reflected in the above table
trade receivablespayables 
for receivables with a remaining life of less than one year or that are receivable on demand the carrying amount is deemed to reflect the fair value
receipts from customers and payments to suppliers on undisputed invoices are within allowable credit terms
cash and cash equivalents
the fair value is deemed to be the same as the carrying amount due to the shortterm maturity of these instruments
0spghar13backmrindd   21 1222013   13957 pm 41
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
17 financial instruments continued
fair values continued
derivative financial instruments interest rate swaps and forward currency contracts
fair value is based on values provided by the group’s bankers using the appropriate valuation techniques based on rates current at the year end
bank loans
fair value is calculated based on discounted expected future principal and interest cash flows at current interest rates
obligations under finance leases
the carrying amount of these liabilities approximates their fair value
fair value hierarchy
ifrs 7 requires all financial instruments carried at fair value to be analysed under the following levels
level 1 quoted prices unadjusted in active markets for identical assets or liabilities
level 2  inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly ie as prices 
or indirectly ie derived from prices
level 3 inputs for the asset or liability that are not based on observable market data
any financial instruments carried at fair value which for the group would consist of derivative financial assets or liabilities are level 2
there are no derivative financial assets or financial liabilities in either period presented
18 trade and other payables
2013 2012
£000 £000
trade payables 7717 8305
nontrade payables and accrued expenses 742 2129
8459 10434
19 employee benefits
defined contribution plans
superglass insulation limited operates a defined contribution group sponsored personal pension plan membership of which is voluntary 
the assets of the scheme are held separately from those of the company in independently administered funds the cost of contributions 
to this scheme is set out in note 4
20 share capital
2013 2012
£000 £000
allotted called up and fully paid
28007577 ordinary shares of £025 each 2012 50189431 ordinary shares of £020 each 7001894 10037886
50189431 deferred shares of £019 each 9535992 —
14985748 deferred shares of £020 each 2997150 —
2800757 convertible shares of £025 each 2012 14985748 convertible shares of £020 each 700189 2997150
20235225 13035036
0spghar13backmrindd   22 1222013   13958 pm 42
superglass holdings plc 
annual report and accounts 2013
financial statements
n otes form in g part of the f in an cial statements 
continued
for the year ended 31 august 2013
20 share capital continued
disclosed as
2013 2012
£000 £000
equity 20235225 13035036
weighted
average
number
of shares
at 1 september 2012 50189431
effect of capital reorganisation on equity in issue —
effect of share consolidation on equity in issue 48181854
effect of own shares held after share consolidation 790
weighted average number of equity shares before share issue 2006787
ordinary shares issued 6268493
at 31 august 2013 8275280
at the end of the year the group held 790 own shares 2012 19750 the market value of the shares at 31 august 2013 was £326 2012 £1063
in the year ended 31 august 2013 the company concluded a capital reorganisation a share consolidation and an issue of equity share capital that 
was approved by shareholders at a general meeting on 20 may 2013 and has had the following impact on share capital 
the existing 200p ordinary shares at 1 september 2012 were subdivided into one ordinary share of 10p postcapital reorganisation shares 
and one deferred share of 190p 
the postcapital reorganisation shares were consolidated such that every 25 shares will be consolidated into one new ordinary share following 
the share consolidation and prior to the issue of placing shares the company’s issued ordinary share capital comprised 2007577 ordinary shares 
of 250p each
following the share consolidation on 4 june 2013 the equity share issue of 26000000 ordinary shares with a par value of 250p at an issue price 
of 500p approved by shareholders at the general meeting on 20 may 2013 proceeded increasing the equity share capital of the company by 
£6500000 issue costs of £781000 were recognised directly in equity 
in addition to the issue of ordinary share capital the group also entered into a debt for equity swap with its bankers and the conversion of the 
existing convertible shares held by its bankers into 14985748 deferred shares of 200p the group’s bankers converted £5725000 of debt existing 
at 31 august 2012 into 2800757 convertible shares with a par value of 250p which subject to certain conditions will have the rights to convert into 
equity shares representing 10 of the entire issued share capital following conversion 
the resulting convertible shares are presented within share capital with a par value of approximately £07m and the group’s outstanding longterm 
borrowings have reduced correspondingly to £25m
the directors have established a fair value of the convertible shares issued of approximately £10m as required by accounting standards ifric 19 
a credit of £4731000 was recognised in the income statement as the differences between the carrying value of the borrowings and the fair value 
of the convertible shares to comply with the requirements of uk company law a reserves transfer of £4731000 in respect of the accounting gain 
was made between retained earnings and share premium in addition to the transfer of £294000 which represents the difference between the par 
value of the shares and their fair value for accounting purposes and as a result the net impact on share premium is £5025000
in the year ended 31 august 2012 the company concluded an issue of equity share capital that was approved by shareholders at an extraordinary 
general meeting on 30 november 2011 and had the following impact on share capital
the existing 10p ordinary shares at 1 september 2011 were consolidated into postconsolidation ordinary shares on a 20 for one basis an equity 
share issue of 47272745 ordinary shares with a par value of 200p was approved by shareholders increasing the equity share capital of the company 
by £9454949 issue costs of £1276000 were recognised directly in equity
0spghar13backmrindd   23 1222013   13958 pm 43
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
20 share capital continued
the revised issued and fully paid up ordinary share capital of the company consists of 50189431 ordinary shares with a par value of 200p of which 
the company holds 19750 shares in treasury
in addition to the issue of ordinary share capital the group also entered into a debt for equity swap with its bankers the group’s bankers have 
converted £1215m of the borrowing outstanding at 31 august 2011 into 14985748 convertible shares which subject to certain conditions will have 
the rights of conversion into ordinary shares in the capital of the company representing 230 of the entire issued share capital following conversion
the resulting convertible shares are presented within share capital with a par value of approximately £30m and the group’s outstanding longterm 
borrowings have reduced correspondingly to £51m
the directors established a fair value of the convertible shares issued in november 2011 of approximately £18m as required by accounting standards 
ifric 19 a credit of £10340000 was recognised in the income statement as the differences between the carrying value of the borrowings and the fair 
value of the convertible shares to comply with the requirements of uk company law a reserves transfer of £10340000 in respect of the accounting 
gain was made between retained earnings and share premium in addition to the transfer of £1187000 which represents the difference between the 
par value of the shares and their fair value for accounting purposes and as a result the net impact on share premium is £9153000
21 sharebased payments
performance share plan psp
on 1 february 2010 the group introduced the psp further awards have been made in the year under this scheme as noted in the table overleaf 
with 590909 options granted on 1 july 2013
the performance target applying to the awards was based solely on ebitda earnings before interest tax depreciation and amortisation achieved 
in the last financial year prior to the threeyear vesting period expiring on this basis 75 of the options granted in july 2013 will vest if the ebitda 
reaches £35m in the year ending 31 august 2015 the options will then vest on a straightline basis up to 100 of the options vesting should the 
ebitda exceed £50m in the year ending 31 august 2015
on 7 december 2011 a total of 1009708 options under this scheme were granted and on 21 december 2011 a total of 272726 options under this 
scheme were granted following the june 2013 capital restructuring the options granted have been restated as highlighted in the vesting table overleaf
the performance target applying to the awards was based solely on eps targets measured on the eps achieved in the last financial year prior 
to the threeyear vesting period expiring on this basis 25 of the options granted in december 2011 will vest if the eps reaches 46p per share 
the options will then vest on a straightline basis up to 100 of the options vesting should the eps exceed 68p
longterm incentive plan csop
on 27 july 2007 the group introduced a new longterm incentive plan for senior managers shares are conditionally awarded under this plan 
and vest in employees based on the following performance criteria
the options will vest if the average annual percentage growth in eps over the performance period is at least equal to the average annual 
percentage growth in retail prices index plus 3 the lower target and 10 the upper target at the lower target 40 of the options vest 
additional options vest on a sliding scale up to 100 at the upper target
on 15 december 2010 a total of 470589 share options over the ordinary share capital under the company share option plan were granted 
the options will vest if growth targets in respect of adjusted eps are met over a threeyear performance period with the base financial year being 
200910 25 of an award will vest for eps growth of 25 over the period and 100 of an award will vest for eps growth of 50 over the same 
period with straightline vesting for eps performance between these two points
on 21 december 2011 a total of 272724 share options over the ordinary share capital under the company share option plan were granted 
the performance target applying to the awards was based solely on eps targets measured on the eps achieved in the last financial year prior 
to the threeyear vesting period expiring on this basis 25 of the options granted in december 2011 will vest if the eps reaches 46p per share 
the options will then vest on a straightline basis up to 100 of the options vesting should the eps exceed 68p
no shares were awarded in the year ending 31 august 2013 under this scheme
following the june 2013 capital restructuring the options granted have been restated as highlighted in the vesting table overleaf
the fair value of the awards under the incentive plans was estimated using the blackscholes valuation model the significant inputs into 
the model were the riskfree interest rate expected dividend yield initial vesting period and expected share price volatility
0spghar13backmrindd   24 1222013   13958 pm 44
superglass holdings plc 
annual report and accounts 2013
financial statements
n otes form in g part of the f in an cial statements 
continued
for the year ended 31 august 2013
21 sharebased payments continued
vesting assumption review
during the year ended 31 august 2013 the directors reviewed the vesting assumptions on the options granted under both the csop and psp share 
option schemes in existence and concluded for options issued prior to 1 july 2013 that it is unlikely that any options will vest as a result of their 
nonmarket conditions at their exercise date and as a result any charge incurred in relation to these share options has been reversed leading 
to a credit of £383000 in the income statement during the year
at at exercise
1 september 31 august price date expiry
held by employees 2012 restated granted lapsed 2013 pence exercisable date
psp 1643 — 1643 — nil 30 november 2012 1 february 2020
psp 1167 — — 1167 nil 20 december 2013 20 december 2020
psp 81 — — 81 15450 15 december 2013 15 december 2020
csop 941 — — 941 12750 15 december 2013 15 december 2020 
psp 10909 — — 10909 575 21 december 2014 21 december 2021
psp 40388 — — 40388 nil 7 december 2014 7 december 2021
csop 10909 — — 10909 575 21 december 2014 21 december 2021
psp — 590909 — 590909 nil 1 july 2016 1 july 2023
the market price of the shares on 31 august 2013 was 460p and the range during the year was 469p restated to take account of the 25 for one 
share consolidation to 480p without adjusting for the effects of the debt for equity swap the share price traded within the range 19p to 480p 
during the year to 31 august 2013
22 lossearnings per share
the figures presented below for the year ended 31 august 2013 reflect the position from the date of ordinary share issue and the figures for 
the comparative period have been restated to reflect the shares in issue after the share consolidation on the basis approved on equity raise 
the calculation of basic loss per share and underlying profit per share is based on the loss attributable to ordinary shareholders as follows
2013 2012 restated
basic adjusted basic adjusted
lossearnings £000 5541 5541 7121 7121
adjusted for
exceptional items £000 — 1950 — 8550
5541 3591 7121 1429
number of shares at start of period 50189431 50189431 2333333 2333333
effect of share consolidation on equity issue 48181854 48181854 2216667 2216667
effects of own shares held 790 790 790 790
weighted average number of shares before 
equity issue 2006787 2006787 115876 115876
effect of ordinary shares issued 6268493 6268493 1418182 1418182
weighted average number of diluted shares 8275280 8275280 1534058 1534058
lossearnings per share 670p 433p 4642p 926p
diluted lossearnings per share 670p 433p 4642p 926p
0spghar13backmrindd   25 1222013   13958 pm 45
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
23 deferred government grants
government grants relate to regional selective assistance received on the achievement of certain jobs safeguarding targets as well as related capital 
expenditure the grants could be repayable in the event that numbers employed drop below the target levels during a specified monitoring period
24 operating leases
total future minimum lease payments under noncancellable operating lease rentals are as follows for the group
2013 2012
£000 £000
less than one year 17 71 
between one and five years 322 389
more than five years 1917 2251
2256 2711
the group leases warehouses plant and machinery and motor vehicles under operating leases
offices manufacturing facilities 10 years
plant and machinery 5–15 years
motor vehicles 4 years
during the year ended 31 august 2013 £665000 was recognised as an expense in the consolidated income statement in respect of operating 
leases 2012 £728000
25 commitments and contingencies
capital expenditure contracted for at 31 august 2013 for which no provision has been made in these financial statements was £117000 
2012 £1554000
the group has given guarantees secured by a fixed and floating charge over all assets of the company in respect of bank borrowings by certain 
other group undertakings in the superglass group the bank borrowings are disclosed in note 16
26 accounting estimates and judgements
estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future 
events that are believed to be reasonable under the circumstances
critical accounting estimates and assumptions
the group makes estimates and assumptions concerning the future the resulting accounting estimates will by definition seldom equal the related 
actual results the estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and 
liabilities within the next financial year are discussed below
 e impairment of goodwill
  the group tests annually whether goodwill has suffered any impairment in accordance with the accounting policy stated in note 1 
the recoverable amount of the group’s cgu has been determined based on valueinuse calculations these calculations require the 
use of estimates
 e life of contractual customer relationships in intangible assets
  the group amortises customer contracts over their estimated economic life in accordance with note 1 these lives are based upon 
management’s estimates of the remaining useful economic life
 e life of licence agreement in intangible assets
  the licence agreement has been ascribed an indefinite life as it runs in perpetuity with no payments due in respect of royalties and as a result 
licence agreement assets are not amortised but are tested annually for impairment
0spghar13backmrindd   26 1222013   13958 pm 46
superglass holdings plc 
annual report and accounts 2013
n otes form in g part of the f in an cial statements 
continued
for the year ended 31 august 2013
financial statements
27 new standards and interpretations not yet adopted
the following new standards amendments to standards and interpretations have been issued but are not effective for the year ended 31 august 2013 
and have not been adopted early by the group the group has not fully assessed the impact of these standards but does not expect there to be any 
significant impact
ifrs 10 consolidated financial statements effective for the year ending 31 august 2015 it provides a single model to be applied in the control 
analysis for all investees including entities that currently are spes in the scope of sic12
ifrs 11 joint arrangements effective for the year ending 31 august 2015 this standard replaces the existing accounting for subsidiaries and joint 
ventures now joint arrangements and making limited amendments in relation to associates ifrs 11 removes the choice of equity or proportionate 
accounting for jces as was under ias 31
ifrs 12 disclosure of interests in other entities effective for the year ending 31 august 2015 this standard contains the disclosure requirements for 
entities that have interests in subsidiaries joint arrangements ie joint operations or joint ventures associates andor unconsolidated structured entities
ifrs 13 fair value measurement effective for the year ending 31 august 2014 the standard gives guidance as to the calculation of the fair value
none of these standards are expected to materially impact the group
28 related parties
identity of related parties
the group has a related party relationship with its executive and nonexecutive directors
transactions with key management personnel
further information relating to directors’ remuneration is contained in the directors’ remuneration report
the remuneration of key management personnel of the group who comprise the executive and nonexecutive directors along with certain 
of the group’s senior managers is set out below in aggregate for each of the categories specified in ias 24 related party disclosures 
2013 2012
£000 £000
shortterm employee benefits 746 817
postemployment benefits 69 52
sharebased payment creditcosts 383 241
432 1110
transactions with defined contribution pension schemes
contributions to the defined contribution plans are disclosed in note 4
29 postbalance sheet event
subsequent to the year end the group has signed a heads of agreement with one of its customers instagroup which will end the current contractual 
relationship between the two parties as a consequence of this agreement the group will be free to sell cavity wall products to any customer in the 
uk but will cease to supply a specific cavity wall product which was exclusively supplied to instagroup it is likely that the cessation of supply of this 
product will incur exceptional stock writeoff costs of approximately £550000 in the financial year ending 31 august 2014 
0spghar13backmrindd   27 1222013   13958 pm 47
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
financial statements
2013 2012
note £000 £000
f ixed assets
investment in subsidiary 3 358 741
current assets
debtors and prepayments 4 18827 20942
cash at bank 5 46
18832 20988
creditors amounts falling due within one year 5 155 291
n et current assets 18677 20697
n et assets 19035 21438
capital and reserves
called up share capital 6 20235 13035
share premium account 7 21785 10261
profit and loss account 8 22985 1858
shareholders’ funds 19035 21438
these financial statements were approved by the board of directors on 19 november 2013 and were signed on its behalf by
john colley allan clow company number
chairman finance director 05423253
uk ga ap parent company ba lan ce s heet
at 31 august 2013
0spghar13backmrindd   28 1222013   13958 pm 48
superglass holdings plc 
annual report and accounts 2013
financial statements
1 significant accounting policies
basis of preparation
the company’s financial statements are prepared on the historical cost basis in accordance with applicable uk accounting standards 
the following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company’s 
financial statements
profit and loss account
under section 4083 of the companies act 2006 the company is exempt from the requirement to present its own profit and loss account
related party transactions
as the parent company of the superglass holdings group the financial statements for which can be found on pages 47 to 50 the company 
has taken advantage of the exemption contained in frs 8 and has therefore not disclosed transactions or balances with entities which form 
or are wholly owned by the group
taxation
the company’s tax charge is based on profit for the year and tax rates in force during the year estimation of the tax charge requires an assessment 
to be made of the potential tax treatment of certain items which will only be resolved once finally agreed with the relevant tax authorities
deferred taxation
deferred tax is recognised without discounting in respect of all timing differences between the treatment of certain items for taxation and accounting 
purposes which have arisen but not reversed by the balance sheet date except as otherwise required by frs 19 a net deferred tax asset is regarded 
as recoverable and therefore recognised only when on the basis of all available evidence it can be regarded as more likely than not that there will 
be sufficient taxable profits from which the future reversal of the underlying timing differences can be deducted
investments
investments are stated at cost less provisions for any impairment
sharebased payments
the fair value of employee share options granted is calculated at grant date and the resulting cost is charged to the profit and loss account over 
the vesting period of the options with a corresponding increase in equity the value of the charge is adjusted to reflect expected and actual levels 
of options vesting failures to vest as a result of market conditions are not reversed
treasury shares
when share capital recognised as equity is repurchased the amount of the consideration paid including directly attributable costs is recognised 
as a change in equity repurchased shares are classified as treasury shares and presented as a deduction from profit and loss reserves
provisions and contingent liabilities
in accordance with frs 12 provisions contingent liabilities and contingent assets provisions are recognised where there is a present obligation 
as a result of a past event it is probable that a transfer of economic benefits will be required to settle the obligation and a reliable estimate can be 
made of the amount of the obligation if these conditions are not met no provision is recognised however contingent liabilities are disclosed in the 
notes to the financial statements unless the possibility of a transfer of economic benefits is remote contingent gains are not recognised unless 
realisation of the profit is virtually certain
classification of financial instruments
financial instruments issued by the group are treated as equity ie forming part of shareholders’ funds only to the extent that they meet the 
following two conditions
 e they include no contractual obligations upon the company or group as the case may be to deliver cash or other financial assets or to exchange 
financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the company or group and
 e where the instrument will or may be settled in the company’s own equity instruments it is either a nonderivative that includes no obligation 
to deliver a variable number of the company’s own equity instruments or is a derivative that will be settled by the company exchanging a fixed 
amount of cash or other financial assets for a fixed number of its own equity instruments
to the extent that this definition is not met the proceeds of issue are classified as a financial liability where the instrument so classified takes 
the legal form of the company’s own shares the amounts presented in these financial statements for called up share capital and share premium 
account exclude amounts in relation to those shares
finance payments associated with financial liabilities are dealt with as part of interest payable and similar charges finance payments associated 
with financial instruments that are classified as part of shareholders’ funds are dealt with as appropriations in the reconciliation of movements 
in shareholders’ funds
n otes to the uk ga ap parent company 
f in an cial statements
for the year ended 31 august 2013
0spghar13backmrindd   29 1222013   13958 pm 49
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
1 significant accounting policies continued
dividends payable
dividends payable to the company’s shareholders are recorded as a liability in the period in which the dividends are approved
audit fee disclosures are included on page 30 
2 staff costs
2013 2012
average number of employees
administration 2 3
disclosures regarding directors’ remuneration sharebased payments and pension entitlements are included on pages 17 to 18
3 fixed asset investments
2013 2012
£000 £000
opening balance at 1 september 741 496
frs 20 creditcharge on equitybased transactions with subsidiary 383 245
closing balance at 31 august 358 741
the fixed asset investments in subsidiary companies consist of frs 20 charges in relation to subsidiary equitybased transactions and an investment 
of £1 in 100 of the issued ordinary share capital of superglass group limited a company incorporated in the united kingdom whose principal 
activity is that of a holding company 
4 debtors
2013 2012
£000 £000
amounts owed by subsidiary undertakings 18811 20926
prepayments 16 16
18827 20942
amounts owed by subsidiary undertakings are stated net of an impairment provision of £25411000 2012 £5886000
5 creditors
2013 2012
£000 £000
accruals and deferred income due within one year 56 219
trade creditors 99 72
155 291
6 called up share capital
2013 2012
£000 £000
allotted called up and fully paid
28007577 ordinary shares of £025 each 2012 50189431 ordinary shares of £020 each 7001894 10037886
50189431 deferred shares of £019 each 9535992 —
14985748 deferred shares of £020 each 2997150 —
2800757 convertible shares of £025 each 2012 14985748 convertible shares of £020 each 700189 2997150
20235225 13035036
details of changes in the company’s capital structure during the year are set out in note 20 on pages 41 to 43
0spghar13backmrindd   30 1222013   13958 pm 50
superglass holdings plc 
annual report and accounts 2013
financial statements
7 share premium account
£000
at 31 august 2012 10260
transfer on exchange of debt for convertible share capital 4731
adjustment in respect of the fair value of the convertible share capital 294
premium on shares issued in the year 6500
at 31 august 2013 21785
details of changes in the company’s capital structure during the year are set out in note 20 on page 41 to 43
8 profit and loss account
£000
at 31 august 2012 1858
loss for the financial year 15615
transfer on exchange of debt for equity 4731
costs of issuing share capital recognised directly in reserves 781
at 31 august 2013 22985
9 reconciliation of movement in shareholders’ funds
2013 2012
£000 £000
opening shareholders’ funds 21438 1749
lossprofit for the financial year 15615 9700
issue of share capital 6500 9455
premium on issue of share capital 6500 —
issue of convertible instrument 700 2997
adjustment in respect of the fair value of convertible instrument 294 1187
costs of issuing share capital recognised directly in reserves 782 1276
n et movement in shareholders’ funds 2403 19689
closing shareholders’ funds 19035 21438
10 dividends
no dividend has been paid or proposed in either of the financial years presented
11 contingent liabilities
the company has given unlimited guarantees secured by a fixed and floating charge over all the assets of the company in respect of bank borrowings 
by certain other group undertakings in the superglass group at 31 august 2013 the potential liability was £2500000 2012 £3805000
where the company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group the company 
considers these to be insurance arrangements and accounts for them as such in this respect the company treats the guarantee contract as 
a contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee
n otes to the uk ga ap parent company 
f in an cial statements continued
for the year ended 31 august 2013
0spghar13backmrindd   31 1222013   13959 pm 51
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
this document is important and requires your immediate attention if you are in any doubt about what action you should take you 
are recommended to seek your own personal financial advice immediately from your stockbroker solicitor accountant or other independent 
financial adviser duly authorised under the financial services and markets act 2000 if you have sold or transferred all of your ordinary shares 
in superglass holdings plc you should forward this document together with accompanying documents to the purchaser or transferee or to 
the stockbroker bank or other agent through or to whom the sale or transfer was effected for transmission to the purchaser or transferee 
directors registered office
john colley executive chairman one london wall 
alex mcleod chief executive london 
chris lea finance director and company secretary  ec2y 5ab 
declan billington non–executive director  
david gray nonexecutive director
dear shareholder
i am writing to inform you that the annual general meeting of superglass holdings plc the “company” will be held at the offices of maclay murray 
 spens llp quartermile one 15 lauriston place edinburgh eh3 9ep on wednesday 22 january 2014 at 1100am the “agm” the formal 
notice of the agm and resolutions to be proposed are set out in this document as well as the ordinary business of the meeting three resolutions 
numbered 8 to 10 will be proposed as special business
resolution 1 directors’ report and audited accounts for the year ended 31 august 2013
shareholders will be asked to receive the directors’ report and the company’s report and accounts for the year ended 31 august 2013
resolution 2 directors’ remuneration report
in compliance with the companies act 2006 shareholders will be asked to approve the directors’ remuneration report which is contained in 
the report and accounts in line with the relevant legislation this vote will be in respect of the content of the directors’ remuneration report 
as a whole and not specific to any director’s level or terms of remuneration and will be advisory in nature no aspect of an individual director’s 
entitlement to remuneration is conditional upon the passing of this resolution
resolutions 3 to 5 electionreelection of directors
each of john colley declan billington and chris lea will retire as a director of the company at the agm and each will offer himself for election
reelection brief biographical details of john colley and declan billington appear on pages 8 and 9 of the report and accounts brief biographical 
details of chris lea who was appointed by the board as the company’s finance director with effect from 2 december are as follows chris was 
previously chief financial officer of aviagen europe having held the role of finance director and company secretary of aviagen ltd previously 
prior to this chris spent 15 years with kpmg holding various roles within their audit and corporate finance businesses chris is a member 
of the institute of chartered accountants of england and wales
resolutions 6 and 7 auditors
the company is required at each general meeting at which accounts are presented to appoint auditors to hold office until conclusion of the next 
such meeting kpmg audit plc has informed the company that they have initiated a process to streamline their two registered audit firms being 
kpmg audit plc and kpmg llp as such kpmg audit plc has notified the company that they are not seeking reappointment as auditors to the 
company consequently resolution 6 will seek shareholder approval for the appointment of kpmg llp as auditors to the company in connection 
with the resignation of kpmg audit plc the company is required as a matter of law to send you a copy of the statement of the circumstances 
connected with the resignation of the company’s auditors this statement is set out on page 56 of this document resolution 7 authorises 
the directors to fix the auditors’ remuneration
resolution 8 authority for directors to allot shares
the companies act 2006 provides that directors may only allot shares with the authority of shareholders in a general meeting the authority given 
to the directors at the last general meeting of the company held on monday 20 may 2013 the “last gm” to allot unissued shares pursuant to 
section 551 of the companies act 2006 expires on the conclusion of the agm
the guidelines of the association of british insurers abi on directors’ authority to allot shares state that abi members will permit and treat as 
routine resolutions seeking authority to allot shares representing up to onethird of the issued ordinary share capital and seeking authority to allot 
an additional onethird of the issued ordinary share capital provided such additional headroom is applied on a fully preemptive basis in light of these 
guidelines resolution 8 will be proposed as an ordinary resolution for the renewal of the directors’ general authority to allot shares up to a nominal 
amount of £2333941 representing approximately onethird of the current issued ordinary share capital of the company and to allot additional shares 
up to a nominal amount of £2333941 also representing approximately onethird of the issued ordinary share capital of the company provided 
such additional shares are allotted pursuant to a fully preemptive rights issue the directors have no present intention of exercising this authority 
which if approved by shareholders will expire on the conclusion of the annual general meeting of the company to be held in 2015 
other information
letter to shareho lders
0spghar13backmrindd   32 1222013   13959 pm 52
superglass holdings plc 
annual report and accounts 2013
resolution 9 partial disapplication of preemption rights
the companies act 2006 provides that any allotment of new shares for cash must be made pro rata to individual shareholders’ existing holdings 
unless the statutory preemption rights are disapplied the authority given to the directors at the last gm disapplying such provisions and allowing 
them to allot shares for cash pursuant to section 570 of the companies act 2006 expires on the conclusion of the agm
resolution 9 will be proposed as a special resolution for the renewal of the directors’ authority to allot equity securities for cash without first 
offering them to shareholders pro rata to their holdings this authority facilitates issues made by way of rights to shareholders which are not strictly 
in accordance with section 561 of the companies act 2006 and authorises other allotments of up to a maximum aggregate nominal amount of £350095 
representing approximately 5 of the current issued ordinary share capital of the company this authority also allows the directors within the 
same aggregate limit to sell for cash any shares that may be held by the company in treasury
it is the directors’ current intention to adhere to the provisions in the preemption group’s statement of principles not to allot shares for cash on 
a nonpreemptive basis other than pursuant to a rights issue or preemptive offer in excess of an amount equal to 75 of the total issued share 
capital of the company within a rolling threeyear period without prior consultation with its shareholders
if approved by shareholders the authority granted under resolution 9 will expire at the conclusion of the annual general meeting of the company 
to be held in 2015
resolution 10 purchase of own shares by the company
resolution 10 will be proposed as a special resolution for the renewal of the company’s authority to purchase its own shares in the market during the 
period until the conclusion of the annual general meeting of the company to be held in 2015 the proposed authority is in respect of up to 2800758 
ordinary shares representing approximately 10 of the issued ordinary share capital of the company the price payable shall not be more than the higher 
of 1 5 above the average price of the middle market quotation as derived from the aim appendix to the london stock exchange daily official list for the 
ordinary shares for the five business days before the purchase is made and 2 the higher of the price of the last independent trade and current independent 
bid as derived from the aim appendix to the london stock exchange daily official list or less than 25p per share being the nominal value of the shares 
if approved by shareholders it is the directors’ current intention only to exercise the authority to purchase the company’s shares where it would increase 
the earnings per share of those ordinary shares that are not repurchased and in any event having obtained the requisite prior consent of clydesdale bank plc 
pursuant to an amendment and restatement agreement entered into by the company on 2 may 2013 in relation to a facilities agreement dated 
7 november 2011 as amended and restated on 21 november 2012
any authority granted by resolution 10 will only be used if the directors consider that to do so would be in the best interests of shareholders generally 
save to the extent purchased pursuant to the regulations concerning treasury shares any ordinary shares purchased in this way will be cancelled 
and the number of shares in issue will be accordingly reduced 
the company may hold in treasury any of its own ordinary shares purchased pursuant to the relevant regulations and the authority conferred 
by this resolution this would give the company the ability to reissue treasury shares quickly and cost effectively and would provide the company 
with greater flexibility in the management of its capital base
recommendation
the board considers the resolutions to be proposed at the agm to be in the best interests of the company and its shareholders as a whole
accordingly the directors unanimously recommend that shareholders vote in favour of the proposed resolutions set out in the notice of agm 
on pages 53 and 54 of this document as they intend to do in respect of their own beneficial holdings comprising an aggregate of 40213 ordinary 
shares representing approximately 0001 of the issued ordinary share capital of the company
yours faithfully
john colley
executive chairman
letter to shareho lders continued
other information
0spghar13backmrindd   33 1222013   13959 pm 53
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
notice is hereby given that the annual general meeting of superglass holdings plc will be held at the offices of maclay murray  spens llp 
quartermile one 15 lauriston place edinburgh eh3 9ep on wednesday 22 january 2014 at 1100am for the following purposes
ordinary business
1 to receive the report and accounts for the year ended 31 august 2013 and the directors’ report and the auditors’ report thereon
2 to approve the directors’ remuneration report for the year ended 31 august 2013
3 to reelect john colley as a director of the company
4  to elect declan billington as a director of the company who was appointed by the board since the last annual general meeting of the company
5 to elect chris lea as a director of the company who was appointed by the board since the last annual general meeting of the company
6  to appoint kpmg llp as auditors to the company to hold office until the conclusion of the next general meeting at which accounts are laid 
before the company
7 to authorise the directors to fix the auditors’ remuneration
special business
as special business to consider and if thought fit pass the following resolutions of which resolution 8 will be proposed as an ordinary resolution 
and resolutions 9 and 10 will be proposed as special resolutions
8  that the directors be generally and unconditionally authorised in accordance with section 551 of the companies act 2006 in substitution 
for any existing authority to exercise all the powers of the company to allot shares in the company and to grant rights to subscribe for 
or to convert any security into shares in the company
 i up to an aggregate maximum nominal amount of £2333941 and
 ii  comprising equity securities as defined in the companies act 2006 up to a further aggregate maximum nominal amount of £2333941 
in connection with an offer by way of rights issue
  provided that such authorities shall unless renewed varied or revoked by the company in a general meeting expire on the conclusion of the 
next annual general meeting of the company but so that the company may before such expiry make an offer or agreement which would or 
might require such shares to be allotted or such rights to be granted after such expiry and the directors may allot such shares or grant such 
rights in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired
  for the purposes of this resolution 8 “rights issue” means an offer to members in proportion as nearly as practicable to their existing holdings 
to subscribe for further shares by means of the issue of a renounceable letter or other negotiable document which may be traded for a period 
before payment for the shares is due but subject to such exclusions or other arrangements as the directors may consider necessary or expedient 
in relation to treasury shares fractional entitlements record dates or legal regulatory or practical problems in or under the laws of any territory
9  that subject to the passing of resolution 8 above the directors be empowered pursuant to sections 570 and 573 of the companies act 2006 
to allot equity securities as defined in section 560 of the companies act 2006 for cash pursuant to the general authority conferred by resolution 
8 above and sell shares held by the company as treasury shares for cash as if section 561 of the companies act 2006 did not apply to such 
allotment or sale provided that this power shall be limited to allotments of equity securities and the sale of treasury shares
 i  in connection with or pursuant to an offer by way of rights open offer or other preemptive offer to the holders of shares in the company 
and other persons entitled to participate therein in proportion as nearly as practicable to their respective holdings subject to such 
exclusions or other arrangements as the directors may consider necessary or expedient in relation to treasury shares fractional 
entitlements record dates or legal regulatory or practical problems in or under the laws of any territory and
 ii  otherwise than pursuant to subparagraph i above up to an aggregate nominal amount of £350094 being approximately 5 of the current 
issued ordinary share capital
  and such power shall expire on the conclusion of the next annual general meeting of the company but so that the company may before such 
expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry 
and the directors may allot equity securities or sell treasury shares in pursuance of such offer or agreement as if the power conferred by this 
resolution had not expired
other information
n ot ice of an nua l genera l meet in g
0spghar13backmrindd   34 1222013   13959 pm 54
superglass holdings plc 
annual report and accounts 2013
special business continued
10  that the company be generally and unconditionally authorised pursuant to article 9 of the articles of association of the company and pursuant 
to section 701 of the companies act 2006 to make market purchases as defined in section 6934 of the companies act 2006 of up to 2800758 
ordinary shares of 25p each in the capital of the company being approximately 10 of the current issued ordinary share capital of the 
company on such terms and in such manner as the directors of the company may from time to time determine provided that
  i  the amount paid for each share exclusive of expenses shall not be more than the higher of 1 5 above the average middle market quotation 
for ordinary shares as derived from the aim appendix to the london stock exchange daily official list for the five business days before the date 
on which the contract for the purchase is made and 2 an amount equal to the higher of the price of the last independent trade and current 
independent bid as derived from the aim appendix to the london stock exchange daily official list or less than 25p per share and
 ii  the authority herein contained shall expire at the conclusion of the next annual general meeting of the company provided that the company 
may before such expiry make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry and 
the company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired
by order of the board
chris lea registered office
company secretary one london wall
 london
 ec2y 5ab
other information
n ot ice o f an nua l genera l meet in g continued
0spghar13backmrindd   35 1222013   13959 pm 55
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
notes
1  a member entitled to attend and vote at the meeting convened by the notice set out overleaf is entitled to appoint a proxy or proxies to attend 
and to vote in his or her place a proxy need not be a member of the company
2  a form of proxy is enclosed to be effective it must be deposited at the office of the company’s registrars capita registrars northern house 
woodsome park fenay bridge huddersfield hd8 ola so as to be received not later than 1100am on monday 20 january 2014 or in the 
case of an adjournment of the annual general meeting not later than 48 hours before the time fixed for the holding of the adjourned meeting 
excluding any part of a day that is not a business day completion of the proxy does not preclude a member from subsequently attending 
and voting at the meeting in person if he or she so wishes
3  copies of the letters of appointment of the nonexecutive directors of the company will be available for inspection at the registered office of 
the company during normal business hours excluding saturdays sundays and public holidays from the date of this notice until the conclusion 
of the agm
4  any member attending the meeting personally or by proxy has the right to ask questions the company must cause to be answered any such 
question relating to the business being dealt with at the meeting but no such answer need be given if a to do so would interfere unduly with the 
preparation for the meeting or involve the disclosure of confidential information b the answer has already been given on a website in the form 
of an answer to a question or c it is undesirable in the interests of the company or the good order of the meeting that the question be answered
5  in accordance with regulation 41 of the uncertificated securities regulations 2001 only those members entered on the company’s register 
of members not later than 600pm on 20 january 2014 or if the meeting is adjourned shareholders entered on the company’s register 
of members at 600pm on the day two days prior to the adjourned meeting shall be entitled to attend and vote at the meeting
6  crest members who wish to appoint a proxy or proxies by utilising the crest electronic proxy appointment service may do so for the meeting 
and any adjournments thereof by utilising the procedures described in the crest manual crest personal members or other crest sponsored 
members and those crest members who have appointed a voting service providers should refer to their crest sponsor or voting service 
providers who will be able to take the appropriate action on their behalf
7  in order for a proxy appointment made by means of crest to be valid the appropriate crest message a “crest proxy instruction” must be 
properly authenticated in accordance with crest’s specifications and must contain the information required for such instructions as described 
in the crest manual the message must be transmitted so as to be received by the issuer’s agent rai0 by the latest times for receipt of proxy 
appointments specified in note 2 above for this purpose the time of receipt will be taken to be the time as determined by the timestamp applied 
to the message by the crest applications host from which the issuer’s agent is able to retrieve the message by enquiry to crest in the manner 
prescribed by crest
8  crest members and where applicable their crest sponsors or voting service providers should note that crest 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 providers to procure that his or her crest sponsor or voting service providers takes 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 providers are referred in particular to those sections of the crest manual concerning 
practical limitations of the crest system and timings
9  the company may treat as invalid a crest proxy instruction in the circumstances set out in regulation 355a of the uncertificated securities 
regulations 2001
10  biographical details of john colley and declan billington who are being proposed for electionreelection by shareholders including their 
respective memberships of board committees are set out on pages 8 and 9 biographical details of chris lea who is being proposed for election 
by shareholders are set out on page 51
11  you must not use any electronic address provided either in the notice of meeting or any related documents including the form of proxy 
to communicate with the company for any purposes other than those expressly stated
12 a copy of this notice of agm and other information required by section 311a of the companies act 2006 can be found at wwwsuperglasscouk
0spghar13backmrindd   36 1222013   13959 pm 56
superglass holdings plc 
annual report and accounts 2013
the board of directors
superglass holdings plc
one london wall
london
ec2y 5ab
25 november 2013
dear sirs
statement to superglass holdings plc registered no 05423253 the “company” on ceasing to hold office as auditor pursuant to section 519 
of the companies act 2006
the circumstances connected with our ceasing to hold office from wednesday 22 january 2014 are that our company kpmg audit plc has instigated 
an orderly wind down of business 
kpmg llp an intermediate parent will accept appointment as statutory auditor to the company subject to the passing of the necessary resolution 
at the annual general meeting of the company to be held on wednesday 22 january 2014
we request that any correspondence in relation to this statement be sent to our registered office 15 canada square london e14 5gl marked 
for the attention of the audit regulation department
yours faithfully
kpmg audit plc
other information
letter from the aud it or to the company
0spghar13backmrindd   37 1222013   13959 pm superglass’ commitment to environmental issues is reflected in this 
annual report it has been printed on lumi silk which contains material 
sourced from responsibly managed forests certified in accordance with 
the fsc
®

this report was printed by pureprint group using their environmental print 
technology which minimises the impact of printing on the environment 
vegetable based inks have been used and 99 of dry waste is diverted 
from landfill pureprint group is a carbonneutral
®
 company
0spghar13covermrindd   6 1222013   14047 pm superglass holdings plc
thistle industrial estate
kerse road
stirling
scotland fk7 7qq
tel 01786 451170
fax 01786 465663
wwwsuperglasscouk
superglass holdings plc annual report and accounts 2013
0spghar13covermrindd   1 1222013   14048 pm


Summary:
 51
superglass holdings plc
annual report and accounts 2013
overview business review corporate governance financial statements
this document is important and requires your immediate attention if you are in any doubt about what action you should take you 
are recommended to seek your own personal financial advice immediately from your stockbroker solicitor accountant or other independent 
financial adviser duly authorised under the financial services and markets act 2000 if you have sold or transferred all of your ordinary shares 
in superglass holdings plc you should forward this document together with accompanying documents to the purchaser or transferee or to 
the stockbroker bank or other agent through or to whom the sale or transfer was effected for transmission to the purchaser or transferee 
directors registered office
john colley executive chairman one london wall 
alex mcleod chief executive london 
chris lea finance director and company secretary  ec2y 5ab 
declan billington non–executive director  
david gray nonexecutive director
dear shareholder
i am writing to inform you that the annual general meeting of superglass holdings plc the “company” will be held at the offices of maclay murray 
 spens llp quartermile one 15 lauriston place edinburgh eh3 9ep on wednesday 22 january 2014 at 1100am the “agm” the formal 
notice of the agm and resolutions to be proposed are set out in this document as well as the ordinary business of the meeting three resolutions 
numbered 8 to 10 will be proposed as special business
resolution 1 directors’ report and audited accounts for the year ended 31 august 2013
shareholders will be asked to receive the directors’ report and the company’s report and accounts for the year ended 31 august 2013
resolution 2 directors’ remuneration report
in compliance with the companies act 2006 shareholders will be asked to approve the directors’ remuneration report which is contained in 
the report and accounts in line with the relevant legislation this vote will be in respect of the content of the directors’ remuneration report 
as a whole and not specific to any director’s level or terms of remuneration and will be advisory in nature no aspect of an individual director’s 
entitlement to remuneration is conditional upon the passing of this resolution
resolutions 3 to 5 electionreelection of directors
each of john colley declan billington and chris lea will retire as a director of the company at the agm and each will offer himself for election
reelection brief biographical details of john colley and declan billington appear on pages 8 and 9 of the report and accounts brief biographical 
details of chris lea who was appointed by the board as the company’s finance director with effect from 2 december are as follows chris was 
previously chief financial officer of aviagen europe having held the role of finance director and company secretary of aviagen ltd previously 
prior to this chris spent 15 years with kpmg holding various roles within their audit and corporate finance businesses chris is a member 
of the institute of chartered accountants of england and wales
resolutions 6 and 7 auditors
the company is required at each general meeting at which accounts are presented to appoint auditors to hold office until conclusion of the next 
such meeting kpmg audit plc has informed the company that they have initiated a process to streamline their two registered audit firms being 
kpmg audit plc and kpmg llp as such kpmg audit plc has notified the company that they are not seeking reappointment as auditors to the 
company consequently resolution 6 will seek shareholder approval for the appointment of kpmg llp as auditors to the company in connection 
with the resignation of kpmg audit plc the company is required as a matter of law to send you a copy of the statement of the circumstances 
connected with the resignation of the company’s auditors this statement is set out on page 56 of this document resolution 7 authorises 
the directors to fix the auditors’ remuneration
resolution 8 authority for directors to allot shares
the companies act 2006 provides that directors may only allot shares with the authority of shareholders in a general meeting the authority given 
to the directors at the last general meeting of the company held on monday 20 may 2013 the “last gm” to allot unissued shares pursuant to 
section 551 of the companies act 2006 expires on the conclusion of the agm
the guidelines of the association of british insurers abi on directors’ authority to allot shares state that abi members will permit and treat as 
routine resolutions seeking authority to allot shares representing up to onethird of the issued ordinary share capital and seeking authority to allot 
an additional onethird of the issued ordinary share capital provided such additional headroom is applied on a fully preemptive basis in light of these 
guidelines resolution 8 will be proposed as an ordinary resolution for the renewal of the directors’ general authority to allot shares up to a nominal 
amount of £2333941 representing approximately onethird of the current issued ordinary share capital of the company and to allot additional shares 
up to a nominal amount of £2333941 also representing approximately onethird of the issued ordinary share capital of the company provided 
such additional shares are allotted pursuant to a fully preemptive rights issue the directors have no present intention of exercising this authority 
which if approved by shareholders will expire on the conclusion of the annual general meeting of the company to be held in 2015 
other information
letter to shareho lders
0spghar13backmrindd   32 1222013   13959 pm 52
superglass holdings plc 
annual report and accounts 2013
resolution 9 partial disapplication of preemption rights
the companies act 2006 provides that any allotment of new shares for cash must be made pro rata to individual shareholders’ existing holdings 
unless the statutory preemption rights are disapplied the authority given to the directors at the last gm disapplying such provisions and allowing 
them to allot shares for cash pursuant to section 570 of the companies act 2006 expires on the conclusion of the agm
resolution 9 will be proposed as a special resolution for the renewal of the directors’ authority to allot equity securities for cash without first 
offering them to shareholders pro rata to their holdings this authority facilitates issues made by way of rights to shareholders which are not strictly 
in accordance with section 561 of the companies act 2006 and authorises other allotments of up to a maximum aggregate nominal amount of £350095 
representing approximately 5 of the current issued ordinary share capital of the company this authority also allows the directors within the 
same aggregate limit to sell for cash any shares that may be held by the company in treasury
it is the directors’ current intention to adhere to the provisions in the preemption group’s statement of principles not to allot shares for cash on 
a nonpreemptive basis other than pursuant to a rights issue or preemptive offer in excess of an amount equal to 75 of the total issued share 
capital of the company within a rolling threeyear period without prior consultation with its shareholders
if approved by shareholders the authority granted under resolution 9 will expire at the conclusion of the annual general meeting of the company 
to be held in 2015
resolution 10 purchase of own shares by the company
resolution 10 will be proposed as a special resolution for the renewal of the company’s authority to purchase its own shares in the market during the 
period until the conclusion of the annual general meeting of the company to be held in 2015 the proposed authority is in respect of up to 2800758 
ordinary shares representing approximately 10 of the issued ordinary share capital of the company the price payable shall not be more than the higher 
of 1 5 above the average price of the middle market quotation as derived from the aim appendix to the london stock exchange daily official list for the 
ordinary shares for the five business days before the purchase is made and 2 the higher of the price of the last independent trade and current independent 
bid as derived from the aim appendix to the london stock exchange daily official list or less than 25p per share being the nominal value of the shares 
if approved by shareholders it is the directors’ current intention only to exercise the authority to purchase the company’s shares where it would increase 
the earnings per share of those ordinary shares that are not repurchased and in any event having obtained the requisite prior consent of clydesdale bank plc 
pursuant to an amendment and restatement agreement entered into by the company on 2 may 2013 in relation to a facilities agreement dated 
7 november 2011 as amended and restated on 21 november 2012
any authority granted by resolution 10 will only be used if the directors consider that to do so would be in the best interests of shareholders generally 
save to the extent purchased pursuant to the regulations concerning treasury shares any ordinary shares purchased in this way will be cancelled 
and the number of shares in issue will be accordingly reduced 
the company may hold in treasury any of its own ordinary shares purchased pursuant to the relevant regulations and the authority conferred 
by this resolution this would give the company the ability to reissue treasury shares quickly and cost effectively and would provide the company 
with greater flexibility in the management of its capital base
recommendation
the board considers the resolutions to be proposed at the agm to be in the best interests of the company and its shareholders as a whole
accordingly the directors unanimously recommend that shareholders vote in favour of the proposed resolutions set out in the notice of agm 
on pages 53 and 54 of this document as they intend to do in respect of their own beneficial holdings comprising an aggregate of 40213 ordinary 
shares representing approximately 0001 of the issued ordinary share capital of the company
yours faithfully
john colley
executive chairman
letter to shareho lders continued
other information
0spghar13backmrindd   33 1222013   13959 pm