Uniq2010 PDF

Annual Report and Accounts 2010
Uniq Annual Report and Accounts 2010
Freshness Innovation Quality

Uniq produces freshly prepared chilled food for major retailers and has market-leading positions in Desserts and Food to Go. Our high-quality and innovative products aim to delight our customers.
312m
Total revenue 2010
Desserts
2010 revenue
155m
We are an innovative, market-leading manufacturer of premium and everyday freshly prepared pot desserts, a exible and niche supplier of quality, differentiated yogurt and a state-of-the-art producer of fresh chocolate desserts made exclusively for Cadbury.
Food to Go
157m
2010 revenue
We are the Number One sandwich and wrap supplier to M&S, the winner of multiple sandwich retailer of the year, and the UKs second largest producer of dressed salads.
Contents
Financial highlights Directors report Chairmans statement Chief Executives statement Market overview Business review Financial review Principal risks Directors responsibilities Board of directors Report of the directors Corporate governance Remuneration report 01 02 04 06 08 16 20 21 22 24 27 32 Financial statements Independent Auditors report Group income statement Group statement of comprehensive income Balance sheets Group statement of changes in equity Cash ow statements Notes to the nancial statements Other information Five year record Shareholder information 38 40 41 42 43 44 45
82 83
01 Financial highlights
Financial highlights for the year ended 31 December 2010
Highlights
Revenue up 6.8%* Trading profit before central costs up 88% Business performance recognised thorugh customer awards Strong momentum continues in Food to Go
Financial results
2010 m 2009 m
Continuing operations Revenue Trading operating profit before significant items Group costs before significant items Operating prot/(loss) before signicant items Significant items before tax Finance expense (excluding pension-related) Income tax Net prot/(loss) before pension-related nance expense Pension related finance expense Loss after tax Profit/(loss) from discontinued operations Prot/(loss) for the year
Key performance indicators
311.9 8.3 (4.2) 4.1 (2.4) (1.4) 0.3 (11.5) (11.2) 35.4 24.2
%
287.2 4.4 (6.3) (1.9) (0.7) (4.6) (0.4) (7.6) (11.3) (18.9) (2.0) (20.9)
%
Post period update

B alance sheet transformed on delivery of innovative pension solution in 2011 Successful admission to AIM Desserts review identifies profitable growth opportunity for defined markets
Key achievements
M &S best dessert supplier over Christmas M&S NPD range of the year (minis) Highest ever single sandwich production at Northampton 6.5m units 24% increase in sales at Spalding 58 NPD products launched during the year 99.97% service level in Spalding during the World Cup
*adjusted for 53rd week in 2010
Revenue growth Gross margin Operating margin
6.8% 0.2% 15.3% 14.2% 1.3% (0.7%)
Further information can be found at www.uniq.com
02 Directors report
Chairmans statement Foundations for the future

I am pleased to report a continued improvement in the performance of the business, with an operating prot before signicant items of 4.1m in 2010 compared to a loss of 1.9m in 2009. Turnover showed good growth, with sales of 312m representing an increase of nearly 7% on 2009s sales gure of 292m (adjusted for 53rd week). Although these figures provide strong evidence that the boards strategy of transforming the company into a high-quality UK-focused private label business has been successful, it became increasingly clear during 2010 that the speed and scale of our efforts could not meet the growing demands of our pension liabilities. The board therefore continued to seek a solution to our pension funding situation and on 9 February 2011, the company reached agreement with the Trustee of the Uniq Pension Scheme on the terms of a restructuring of the company. This released the company from its obligations to the defined benefit section of the Pension Scheme in exchange for a 90.2% equity stake in the company, with current shareholders retaining a 9.8% stake in the company. While the context for this decision is set out in more detail below, the outcome is that Uniq can now look forward to a future in which its management can develop the potential of its businesses without the constraints imposed by our pension situation. Although the board understands that this will have caused shareholders considerable concern, we are confident that our action is in their best interests and the best long-term interests of all stakeholders. Uniq has a strong, well-run business delivering the quality, innovation and consistency that our customers demand, in markets that offer multiple opportunities. As Chief Executive Geoff Eaton outlines in his statement on pages 4 and 5, we believe that Uniq is now, finally, in a position to capitalise on these strengths. The context for restructuring Uniq evolved out of the Unigate Group which, at its peak during the 1980s, was a multinational conglomerate with over 30,000 employees in the UK, Europe and North America. Unigate had a very large defined benefit pension plan with over 40,000 members (including active members, deferred members and pensioners) in the UK. When Unigate sold its flagship dairy business in 2000, the remaining business changed its name to Uniq plc. Under the terms of this transaction Uniq plc retained the responsibility for members of the dairy business in the Uniq Pension Fund. In May 2001, Uniq demerged its logistics business, Wincanton plc. The Uniq Pension Fund was split roughly in half and Uniq was left with a pension scheme (known as the Uniq Pension Scheme) of approximately 21,000 members but with a much smaller business, in terms of assets, with which to support the pension scheme. Board strategy In 2006, the board recognised that Uniq was not a panEuropean group but a number of separate businesses with distinct markets and challenges. The board adopted a strategy intended to transform the business and address the pension deficit. Through the sale of the Belgian salads business in 2006 and the French St Hubert spreads business in 2007 (total proceeds 288m), the group was able to set aside 87m in a secure account to offset substantially the deficit at that time in its main UK Pension Fund. The remaining cash repaid debt and provided funds to support the recovery of the retained businesses, which were at that time incurring substantial losses. Alignment of the groups businesses with their customers and markets was tackled through decentralising the organisation to allow management to act faster and more effectively. Major milestones were achieved in each of the groups divisions, with recovery evident throughout the business. Pension funding However, turbulence in world financial markets during 2008 resulted in a sharp increase in the UK pension deficit. The need to strengthen the groups businesses became more urgent. Accordingly, the board decided to modify its recovery plan and, in particular, pursue consolidation opportunities in France and Northern Europe to create value through joint venture or sale of those businesses and focus its resources on strengthening its businesses in the UK.
03 Directors report Chairmans statement
The businesses were sold in early 2010 and the proceeds from their sale were used to support the growth of the UK business and to assist the group in its triennial funding discussions with the Pension Scheme Trustee. Pension liabilities On an IAS 19 accounting valuation basis, the pension deficit as at 31 December 2010 was 142.1m. On a buy-out basis (which assumes the liabilities have been bought out by an insurance company), the net deficit was 430m. The scale of this deficit negatively impacted the market value of the company. The board therefore considered all possible funding options for the Pension Scheme, all of which would have involved a fundamental impact on the long-term future of the group and on shareholder value. As part of triennial scheme-specific funding discussions, which began in March 2009 between the company and the Trustee, a long-term funding proposal was developed and was described in last years annual report and accounts. It was rejected by the Pensions Regulator on 16 July 2010. Restructuring solution On 9 February 2011, the company reached agreement with the Trustee, the Pensions Regulator and the Pension Protection Fund on the terms of a restructuring of the company. This Scheme of Arrangement was approved by the shareholders on 25 February 2011 and sanctioned by the Court on 18 March 2011. In exchange for a 90.2% equity stake in the company, with current shareholders retaining a 9.8% stake in the company, and a final payment of 14m to the Pension Fund, the restructuring released the company from its obligations to the defined benefit section of the Uniq Pension Fund. Following this restructuring the company successfully applied for the shares to be relisted on AIM as from 1 April 2011. Dividend The board has decided that it is not appropriate to pay a dividend to shareholders for 2010 (2009: nil). However, following the pension restructuring the Directors intend to pay dividends when it is appropriate to do so. Outlook It is a great credit to Chief Executive Geoff Eaton and his management team that, despite a period of such uncertainty and the challenge of creating and implementing the pension solution, they have continued to focus on, and achieve, the transformation of the business.
We are condent that our action is in the long-term interests of all stakeholders and will give Uniq the opportunity to repay their commitment.
Profitability has been restored, strong customer relationships established and the flexible, innovative processes that our markets demand are in place and already beginning to show results. In spite of this, the new year has thrown up further challenges with further raw material price inflation, increasingly intense competition and loss of business in Desserts being notified before the implementation of the pension solution. I would like to congratulate all management and staff at Uniq for their unstinting efforts, which we fully expect to maintain the improved performance of your company despite the challenging environment. Furthermore, the comprehensive review of our Desserts business, announced in January, has been completed and a plan has been approved that is expected to deliver sustainable improvement in profitability. John Warren Chairman 26 April 2011
04 Directors report
Chief Executives statement Delivering the full potential of your business

Having addressed our legacy issues and completed our transformation into a UK-focused, high-quality Desserts and Food to Go producer, I believe we are now able to deliver the full potential of the business. Our investment in people, processes and products over the last two years means we are in a strong position to meet the challenges and opportunities our chosen markets present. This has been demonstrated by our improving performance this year, which was driven by our strong management teams and their ability to efficiently translate their market insights into attractive and innovative products that meet the demands of both customers and consumers. With the right foundations now in place, I believe we can consolidate our growth, optimise our return on investments and raise profitability towards industry standard margins. As befits a business that is, in many ways, starting afresh, I would like to take this opportunity to lay out to investors and all stakeholders our vision for the future: the market opportunities we face; the strategy that will enable us to address these opportunities; and the targets by which we will measure how successful we are in doing so. Vision Our aim is to be the most respected fresh prepared food company in the UK for innovation, service and quality as judged by our customers, suppliers, employees and shareholders. Our opportunities and strengths We serve large and growing markets, within which there are multiple opportunities and drivers of demand: for example, convenience, eating out of home and on the move, healthy eating, and caf culture. By investing in understanding consumers and innovating to create a regular pipeline of new products we are able to benefit from this growth. Strong market positions give us the scale to ensure we can attract and retain highly capable teams and make efficient use of assets. We supply over 65% of the sandwiches for our largest customer, we are a market-leading supplier of premium desserts, we are the exclusive producer of fresh Cadbury chocolate desserts and we are the number two supplier in prepared salads. We service customers who are investing in growth and we have the potential to increase our share of their business we are highly focused and we derive competitive advantage from understanding and consistently meeting our customers needs. We have an efficient capital structure that will support investment. Our return on investment will be enhanced by significant tax assets we will not pay tax on our profit for the foreseeable future. We have an experienced and capable management team that has come together during five years of restructuring, turnaround and uncertainty and, having already delivered some success, is appropriately incentivised and committed to drive growth further, unfettered by the legacies of the past. Our product ranges include both premium and value products and are appropriately tiered. Our flexibility and ability to innovate mean that we can quickly adapt our product ranges to reflect the economic circumstances of consumers. Performance review Desserts Our Desserts strategy began to show real results this year. New and refreshed product ranges at both our Minsterley and Evercreech sites, allied with the investments we have made in the business over the last two years, drove a stronger performance and established Uniq as the place to go for innovative high-quality private label products. Immediately following this success we were forced to push through a price increase following the increase in cream costs which have risen by 80% over the last two years. This not only had an adverse impact on some customer relationships but also led to a change in consumer behaviour as higher price points resulted in switching to other products. Following the year end we were notified of the loss of 10m of Desserts sales partly as a result of these factors and partly reflecting the uncertainties caused by the pension position.
05 Directors report Chief Executives statement
Desserts review On the back of the disturbance caused by the price increase and as a result of the decision to discontinue cottage cheese production at Evercreech we conducted a comprehensive review of our Desserts business. Our Desserts business supplies four distinct sub-sectors of the desserts market; premium desserts, Cadbury chocolate desserts, yoghurt and everyday desserts. Three of these sub-sectors are either profitable or on track to achieve profitability, while the losses are concentrated in everyday desserts. As a result of the Desserts review we have approved the following profit improvement plans: To use the space freed up at Evercreech by the discontinuance of cottage cheese production to invest in further growing our premium desserts business which grew by 21% in 2010. To implement ambitious growth plans for Cadbury desserts for which we have identified considerable potential. We need to secure support for these plans from our partners. To continue to build our capability and customer base for our premium, differentiated yoghurt business at Minsterley, with support from M&S. To implement a plan to significantly reduce the overheads and costs in everyday desserts and work with our customers to address the market needs while ensuring that we stop the losses in this sub-sector. Food to Go At Northampton, we extended our ten-year growth record in 2010, successfully implementing the increased sandwich volumes won from M&S supplier consolidation. New and relaunched product ranges helped us to not only take advantage of growing niche markets such as healthy eating and caf culture, but to win prestigious awards and further strengthen our relationship with our principal customer, M&S. Northampton continues to set the standard for lean, flexible and creative processes, supported by both strong management and a fully engaged workforce. In Salads, our Spalding site increased volumes as we took on last years new business wins, helping to drive efficiencies while successfully maintaining exceptionally high quality and service levels. Although oversupply in the market continued to squeeze margin, the Salads business remains well positioned to benefit strongly from any supplier consolidation. Geoff Eaton Chief Executive 26 April 2011
Our strategy We will achieve growth by:

Empowering our businesses so that they have the speed and flexibility to meet the needs of our customers in a fast-moving and competitive market-place. At the same time, we will leverage our combined scale to support our businesses and enhance our growth opportunities Creating new opportunities by delivering outstanding service with the highest standards of quality and efficiency day in day out Meeting the needs of our customers and consumers through innovation that satisfies the demands of growing and ever-changing markets Investing in our people, processes, equipment and facilities and continuously improving everything we do Working in partnership with our key suppliers and customers to achieve the most effective supply chain capable of delivering added value to our shared consumers
Our targets and key performance indicators:

W e aim to deliver organic growth of over 5% a year Our trading profit margin should deliver an overall return on sales of over 5% Our return on investment should deliver double-digit returns and exceed our weighted average cost of capital We will adopt a progressive dividend policy with a long-term target dividend cover of three times We will maintain an appropriate capital structure with total net debt no more than three times EBITDA
Our key actions to deliver our strategy:

We will continue to drive growth in our Sandwich business We will consolidate our recovery in Salads and then build our capabilities for long-term growth We will build on our successful innovation in premium desserts and yoghurt, seek to implement an ambitious growth strategy for Cadbury chocolate desserts and significantly reduce costs and improve efficiency to stop the losses in everyday desserts
06 Directors report
Market overview As the economy recovered in 2010, consumers traded up but continued to demand value.
Our market The broad market in which Uniq operates is the UK fresh and chilled foods sector. This had a total value of 37bn in 2010, representing an increase of 3.1% on 2009. The majority of Uniqs output falls, however, within one segment of this market: chilled convenience foods. This grew more strongly, with sales up 5% in 2010 at 7.5bn. As this segment is dominated by the major retailers own brands and Uniq is primarily a producer of private label/own brand products for the major retailers, the outperformance of chilled convenience foods is highly encouraging. For more specific information about the market sub-sectors in which we operate, see below. Trends One of the key trends in 2010 was consumers shopping around to find good-quality products that also met their value requirements. This proved a positive influence for private label, which can often offer consumers significant savings when compared to branded products. A comparison of the 2009 and 2010 Datamonitor Consumer Surveys shows that there was a significant increase in the proportion of consumers saying that private label was of equal, if not better, quality than branded products. This ability of private label products to meet both the value and quality demands of consumers drove growth in 2010. Indeed, research published by Nielsen in 2010 shows that private labels now account for 47% of all volume sold in the UK retail channel. Another trend was the growth of meal deal bundles, where shoppers buy a menu of products for a discounted price. This lends itself well to the mix and match versatility of chilled convenience food, including desserts and salads. It has particular resonance in the current economic climate, where shoppers can save money by eating at home rather than going out to a restaurant. One reason for chilled convenience food sales outperforming the wider marketplace is treating. While households faced with constrained income growth and higher taxation have cut back on spending, they are still attracted by non-essential treats while carrying out their routine food shopping. Health was also a key trend. The 2010 Datamonitor Consumer Survey showed the extent to which consumers believe that taste should not come at the expense of nutrition. Indeed, 62% of consumers attached more importance to finding products that combined these attributes than they did two years ago. Premium v Value Consumer appetite appears not to have been fundamentally changed by the recession, and the demand for premium ranges re-asserted itself, particularly in the second half of the year. Cost-conscious consumers have, however, been helped toward these ranges by promotional activity. As the graph illustrates, demand for premium tiers returned to growth in the final quarter of 2010, while demand for value products continued to slow across the marketplace. Input prices A wide variety of factors, ranging from adverse weather conditions and rising global demand to higher energy prices and market speculation, led to increased input prices in 2010. This was particularly noticeable in the second half of the year as the world economic recovery accelerated, pushing up demand. Uniqs input prices rose 3.8% in the year to December 2010, while in the broader UK economy the Consumer Prices Index (CPI) rose by 3.7%* and the Retail Prices Index (RPI) was up 4.8%* in the same period.
07 Directors report Market overview
Although the inflationary trend, driven largely by major global factors, was evident across almost all Uniqs purchasing categories, individual input prices also behaved according to their own specific drivers.
Top5rawmaterials
Price movement for 2010
%
Cream prices, for example, rose far average input prices as a number of altered the balance of demand and supply in the market. High butter prices led to more cream being bought by butter producers, reducing the availability to those, like Uniq, who use it for other dairy-based products.
*Source: Ofce for National Statistics
Dairy Ingredients Fruit and Conserves more sharply than Vegetables Confectionery factors fundamentally
15 10 5 0 -5 -10 -15 01 02 03
Top5rawmaterials
movement for 2010 04Price 05 06 07 08
%
09
10
11
12
Source:Uniq
Desserts market The total chilled desserts market (which includes yogurts) grew by 3.0% to 2.4bn during 2010, with volumes remaining flat. However, yoghurts represent less than 10% of Uniqs total desserts production. In chilled pot desserts, which represent the vast majority of Uniqs sales, the market grew more strongly, rising 4.8% by value in 2010. Within the desserts market, trifle sales Economy remained unchanged in 2010, yoghurt sales edged Premium up by 2.4% and cheesecake grew strongly by 13.2%. About 75% of Uniqs desserts output is private label and the majority of this is for M&S, which strengthened its position as a destination store for desserts, registering increased sales by both value and volume.
Source: Kantar World panel w/e 26/12/10
Dairy Ingredients Fruit and Conserves Vegetables Confectionery
15 10 5 0 -5 -10
TotalGrocersYear-on-Year -15
% changes
01
02
03
04
05
06
07
08
09
10
11
50 40 30 20 10 0 -10 -20
Nov 2009
Source:Uniq
TotalGrocersYear-on-Year
Feb % changes Jun 2010 Oct Feb 2011
Food to Go market The Food to Go market is worth 16.8bn and grew by 12.4% in 2010. Of this, approximately 20% is sold by the major retailers, for whom Uniq provide private label products. The year saw overall Food to Go sales revenue growing ahead of volume, as retailers changed their ranges to include more premium lines and consumers traded up, buying fewer lower value products. Convenience is key in the on the go market, and increasing numbers of outlet openings have contributed to the acceleration in sales growth. Sandwiches represent approximately 22.3% of the entire Food to Go market and total sandwich sales grew by 6.6%, with volume up 3.2%. In Salads, which represents approximately 1.5% of the Food to Go market, sales increased by 9.3% of value, on volumes up 5.0%.
Economy Premium
50 40 30 20 10 0 -10 -20
Nov 2009 Feb 2010 Jun Oct
08 Directors report
Business review: Desserts

Sales up 1.5%* to 155m Losses reduced by 6.9% to 2.7m
I nvestment programme impacted by market volatility Highly successful new product launches Desserts review establishes clear path to protability As the market leader in chilled pot desserts, Uniq operates from two sites. Minsterley produces Cadbury chocolate desserts, premium differentiated yoghurt and private label premium and everyday desserts; and Evercreech produces premium desserts and is exiting cottage cheese. Both sites have a long heritage of supplying dairy-based products into a market that has been challenging for a number of years. Our customers, the major retailers, and the end consumer, demand freshly prepared high-quality, great-tasting products that are attractive and innovative. Investment during the year in areas such as new concept development, new production lines, packing equipment and more convenient pack formats has enabled us to launch more than 58 new products in 2010. These were extremely well received by our customers and by consumers, in some cases the initial demand being more than double our expectation. Our consumer insight and technical expertise enabled us to develop exciting new products for fast-growing niche markets, including breakfast yoghurts for Costa Coffee and mini desserts for M&S Caf and Food on the Move. This was recognised during the year when we received the M&S Innovator of the Year award.
Our success has been achieved despite a strong headwind from raw material inflation, driven in particular by wholesale cream costs which have risen by around 80% over the last two years as a result of shortage of supply and high demand from the Continent. While we were able to successfully negotiate price increases with our customers to reflect our growing costs, this inevitably had an impact on volumes as customers and consumers remain highly sensitive to price. During the year Arla invested in new cottage cheese capacity at its new dairy and a number of our customers were able to secure lower prices and switched their supply. Consequently, we decided to downscale cottage cheese production and plan to exit this market in 2011. The growth delivered in our premium desserts business in 2010 allowed us to transfer many of the employees from cottage cheese to desserts and we intend to use the vacated space to facilitate further growth in premium desserts. Performance The restructuring of our Desserts business in 2009 through consolidation from three sites to two, the creation of a new consumer and innovation-led strategy and the reinforcement of our management capability through a number of experienced hires to key positions started to show results in 2010. Despite the impact of cold weather in the busy Christmas trading period, sales held up well in the fourth quarter and we posted an overall sales increase of 1.5%* in 2010, achieving revenue of 155m. Although rising raw material costs and a loss of share in the cottage cheese market had an adverse effect on overall performance, we were able to reduce losses over the year by 6.9%. Site review Minsterley At our Minsterley site our focus was on restimulating growth in our everyday desserts categories such as trifle, where we hold a market-leading position. To achieve this we redeveloped all our recipes and packaging formats in accordance with our consumer research. As a result, we invested in new technology to give us greater flexibility in the number of pots per pack and the speed at which they could be packed. This process was successful, but growth was held back by price increases as a result of higher raw material costs.
09 Directors report Business review | Desserts
Our co-pack agreement with Mller to produce Cadbury branded desserts saw considerable investment to build capacity, resulting in a state-of-the-art, highly efficient facility. Although the anticipated volumes did not materialise during 2010 we are well positioned to work with our partners on future opportunities. In yoghurts we successfully developed a new range of products for M&S and won new business to provide Costa with an exciting range of yoghurt products. Site review Evercreech Our Evercreech site produces around 70% of its output for M&S (increasing to 100% following the planned withdrawal from cottage cheese supply), and has benefited both from M&Ss strong performance in desserts and from investing to further match the retailers commitment to quality and innovation. As a result, a range of new products was developed during 2010 that included minis (small-sized desserts designed to be eaten on the move or as excusable indulgence), confectionery (desserts based on popular sweets) and the extra special chocolate jingle bell Christmas dessert, delivering growth of 19% in premium desserts. Successful innovation was achieved through a combination of market insight, high-quality in-house chefs, smart and flexible production techniques and a highly engaged and committed workforce. This was demonstrated by our winning both an innovation and a collaboration award from M&S during the year. As detailed above, our strong performance was offset by rising input prices and falling demand for cottage cheese as a new entrant came into the market. By working closely with our customers we were able to negotiate price increases to reflect rising costs.
* A ll comparisons to sales growth from prior year are adjusted to reect the additional 53rd week in 2010.
New product development

How minis made their mark In 2010 Uniq helped to develop a totally new concept in desserts the mini: a bite-sized dessert that looked and tasted great, but was small enough to eat on the move and guilt free. Market insight team identifies a gap in the market Uniq work with customer to develop the concept A cross-functional team is brought together to deliver the concept Equipment designed to deliver small shots of dessert Production starts Operators apply lean techniques to achieve required efficiencies Products reach stores, demand rises rapidly Increase capacity to meet demand Sales reach 5m
Technical excellence
Meeting demand at Christmas When our Minsterley site was asked to take over the production of M&Ss highly successful inside-out trifle, it meant quickly rising to the challenge of a complex and technically demanding process. A product development team was rapidly assembled, a new production line was designed and laid out, and trials were carried out to determine the labour team required. As a result, all 14,000 units of inside-out trifle were delivered in time for Christmas.
10 Directors report
Business review: Food to Go

Sales up 13%* at 157m Prots up 51% at 11m
Over 100m sandwiches produced during 2010 Share of M&S sandwich market rose to over 65% Strong cost management As the leading supplier of sandwiches to M&S and the UKs number two supplier of prepared dressed salads, Uniqs Food to Go operations are located at Northampton (sandwiches) and Spalding (dressed salads). Each is run by its own management team but they share many ingredients and processes. Food to Go is a fast-moving business in which customers and consumers expect fresh, enticing products that are available whenever they want them. Volumes go up or down on a daily basis according to the weather, time of year or occasion. In order to service this market successfully Uniq works with its customers, the major retailers, to fully understand what consumers want and to develop products that meet and exceed their expectations. To deliver these, the finest and freshest ingredients must be sourced, prepared, packaged and despatched both quickly and to the highest possible standard. This challenge requires highly disciplined management, a creative flair for food, technical excellence and a fully engaged workforce with the flexibility to deal with differing levels of demand. Performance Driven by both organic growth and the assimilation of new business wins, sales grew by 13%* to 157m in 2010. Profits rose by 51% to 11m, supported by the economies of scale achieved through higher volumes, process efficiencies and the success of new product launches into growing markets.
Site review Northampton Following M&Ss decision last year to reduce the number of its sandwich suppliers from three to two, Uniqs Northampton site was able to secure significant new business. During the year, transfer of the remaining new lines and volumes was successfully completed without interruption to production or any negative impact on quality. This helped us to achieve our highest ever M&S sandwich share during the year. Our dedication to service, quality and taste was further recognised by a number of awards. We assisted M&S to win Sandwich Multiple Retailer of the year 2010, The Lunch! Multiple Retailer of the Year Award 2010 and won the 2010 Best Low Fat Range. These awards also demonstrated the strength of our relationship with M&S, which stretches back over 30 years. Highlights of our work with M&S this year include: The relaunch of the Food on the Move sandwich offer to make both the individual products and the range more attractive and easier for customers to navigate The development of a new softer fresher bread for all our sandwiches The continuing success of the new Simply Fuller Longer range Successfully launching new products for the fast-growing M&S Caf range Relaunch of the premium Gastropub sandwich in a bag range. We have continued to align our activities with the M&S Plan A agenda by developing, for example, an innovative scheme to use cold air from outside to cool our production facilities. Of the 15m new business won from M&S, 10m was taken on last year and the remaining 15m was transferred this year. In addition, we achieved 6m of organic growth, driven by new products and relaunches into growing markets. The loss of the Supplair short-haul flights business, as reported in last years annual report, had a negative sales impact during 2010 of 5m. Headline growth from the new business wins was supported by a strong underlying performance, particularly in the second half of the year as consumer confidence and new product launches boosted sales. Like many food
11 Directors report Business review | Food to Go
producers we experienced raw materials price inflation during the year. We were able to meet these increased costs by finding efficiencies in our business and, where possible, agreeing price increases with our customers. Site review Spalding Uniqs Spalding site produces private label prepared dressed salads for major retailers and food service companies. The main product areas are potato salad, coleslaw and pasta and variety salads. Its location in Lincolnshire means it can source over half its fresh salad ingredients from within a 70-mile radius. Its commitment to its customers, long heritage in the region and highly efficient management processes have made it the UKs second largest supplier in the market. The Co-operative business win reported in last years annual report was successfully serviced during the year. We invested in increased mayonnaise production and storage capacity at Spalding to cope with the increased volume and peak demand. Our reputation for service, quality and innovation helped us to grow our sales with all the major retailers we serve, and post an overall sales increase of 24%* by value for 2010. Successful product innovation, particularly in growing niche markets such as entertaining at home, were achieved through careful market research, consumer insight and close working with our customers. However, the market continued to suffer from oversupply in 2010, making it difficult to grow margin alongside sales. This also made it more challenging to pass on inflationary costs to our customers. Although these were relatively low during the first part of the year, final quarter inflation grew more sharply and we expect this trend to continue into 2011. The significant progress we have made during the year in further improving efficiency has helped us to maintain our competitive position and achieve profitability in challenging markets. Actions taken such as smarter buying, increased labour efficiencies, reduced waste and energy use, and more agile supply chains have all contributed to strongly positioning our business in a highly competitive market.
* A ll comparisons to sales growth from prior year are adjusted to reect the additional 53rd week in 2010.
Growing markets
Caf culture UK Caf sales are worth 5bn, with M&S Caf the sixth largest operator in the market. The three largest coffee shops (Costa, Starbucks and Caffe Nero) come from the branded coffee shop sector. The branded coffee shop market grew by 12.9% last year to 1.9bn. M&S operates in the non-specialist sector which is showing the fastest outlet growth. As the supplier of more than 90% of M&S Caf chilled savoury products, we are well positioned to benefit. It is a very discerning and fast-moving market that requires attractive, great tasting products with high-quality, fresh ingredients. Working closely with M&S, we carried out carefully tailored consumer research, and developed new lines in 2010. As a result, Uniqs sales in this category grew by 12% during 2010.
Flexible production
winning the World Cup Success in Food to Go means being able to adapt quickly and efficiently to rapidly changing demand. Summer is always the busiest time for dressed salads, but the World Cup added further demand for our large sharing packs of pasta salads and coleslaw, with customer orders spiking by 50%. Not only was our Spalding site able to fully meet this demand, they did so without any negative impact on their average 99.97% service quality rate.
12 Directors report
Corporate Social Responsibility

Our People and Culture
We are committed to the sustained well-being of our Business, our People, our Partners and our Environment. Our honest intent is to be socially, ethically and environmentally responsible in everything we do. We will always seek to understand and comply with the appropriate legal and regulatory requirements and go beyond this to drive sustainability through 5 key pillars delivered through engaged site teams
CSR Vision
Our people and culture
Our community
Our health, safety and wellbeing
Our environment
Our business partners
Vision
Local
Health and Safety Employee/ Wellbeing Food Safety
Water
Customers
Engagement
Charity
Waste
Suppliers
Our aim We seek to actively engage all employees in our vision and wish to create a culture where everyone brings all their talent and commitment to drive our success every day. Summary of what we are doing: A clear vision and set of values which we live every day Investment in capability and growth through training and development Cultural surveys to measure engagement and drive action to improve A fair deal and a stake in success
FareShare Training/ Development Values
Energy
NGOs
Healthy
Packaging
Regulatory
Refrigeration
Experts
Transport
Our governance Uniq is a devolved organisation and the principal accountability for CSR rests with the Managing Directors of each of our operating sites. As an ethical food producer we recognise that the management of social, ethical and environmental issues requires everyones engagement.
Guidance is provided by recognised advisers, endorsed by the CSR forum, who report annually to the Uniq Board. We aim to follow the standards of the Global Reporting Initiative (GRI) in our key activities and in future reporting. The group, and all the associated sites, work within four guiding principles: Shared responsibility Honesty and accountability Sustainable progress Demonstrable compliance
Progress 3 of the 4 sites have undertaken baseline cultural surveys with a high engagement of 83%.
Long-term promises Continued improvement and engagement in the process, with increasing scores, making Uniq a great place to work.
Talent identification and succession planning. Sustained low employee absence.
Continued roll out of the Uniq Learning System. Employee absence reduction across the group.
13 Directors report Business review | CSR
Case Study: Employee cultural surveys During 2009 and 2010, the group rolled out a detailed employee cultural survey, covering topics such as engagement, great place to work, fairness, etc. The aim was to provide objective data, from which we can improve and make Uniq a great place to work and a workplace of choice. Case Study: Uniq Learning System (ULS) In order to enhance the skills and knowledge of our employees, Uniq embarked on a learning journey. This involved undertaking a skills need analysis, writing and rolling out competence based learning units. These are verified, by the departmental and site-based assessors.
Our Community
Our aim Our commitment is to make positive contributions to our local community through employment, education, good neighbourliness and support of local causes. Summary of what we are doing: Principle areas of activity are; community engagement and charitable giving to both local and national charities. We attempt to mitigate our noise and transport environmental impacts at all times.
Case Study: Minimising noise impact at Minsterley The site has in the past received a significant number of noise complaints relating to steam valve pressure relief systems. On investigation, it was found that they were venting and creating a noise issue. Most of the offending valves have been replaced, thereby reducing complaints by 50% since 2008. Case Study: Local community support at Evercreech Evercreech have engaged with their local community; running fun-days, sponsoring school crossing patrols and being present at farm shop open days. The site has also been involved at the local Bath & West Agricultural Show.
The group has also supported FareShare in helping feed the vulnerable in our community. Two sites support their local air ambulances.
A member of Northamptons staff said: It has helped me develop myself, reduce waste and do a better job it makes us feel we do worthwhile work.
Progress In 2010 the group was involved in 44 charity/ community giving projects (Financial and in-kind). This included sending products to FareShare to feed the homeless. Numbers of local resident complaints were down on previous years.
Long-term promises The promise is to increase our involvement for the good of charities we support.
The group aims to be good neighbours, reducing our negative impact on the local community.
Our Environment
Summary of what we are doing: Examples include: Water: We use less and investigate ways of using recycled water and using less water in our cooling systems. Waste: Implementing lean manufacturing across the group and diversion of waste away from landfill. Energy: Reduction in consumption using schemes such as; low energy lighting, free winter cooling, bio-diesel extraction from effluent, leak reduction and lagging campaigns. Packaging: We are working towards the use of recycled packaging in our packaging, target lower weights and reduce excessive packaging. Transport: Implementing green car travel policies. Case Study: Reduction of waste to landll at Spalding and Minsterley Spalding have already reached <1% waste to landfill, with Minsterley going from 80% (January 2009), to 7% waste to landfill in November 2010. At Minsterley, this has been achieved by segregation and diversion of product to animal feed and utilisation of waste to energy facilities. Case Study: Free Cooling at Northampton Northampton have managed to change their refrigeration equipment to allow them to take advantage of cool winter external temperatures. To this end, the refrigeration is provided by cool air taken from outside the factory. Case Study: Investigation of alternative technology The Spalding site is investigating the use of wind turbines. This is a long journey which analyses bat and bird migration patterns over several seasons, to decrease the impact on their numbers. The use of renewable energy is seen as a way forward within Uniq. Meanwhile, Minsterley is investigating the use of anaerobic digestion (AD), to make methane and subsequently electricity from its waste.
Our aim We believe good environmental practice is good business practice. We are committed to environmental sustainability in setting ambitious goals in six key impact areas: waste, water, energy, packaging, refrigeration and transport. We will engage our employees in lean manufacturing systems to deliver our and our customers environmental goals.
Progress The group has reduced water consumption in 2010 to 8.4m3/tonne of finished product, from a 2009 figure of 9.2m3, giving a 9% reduction. Landfill waste across the group has reduced to 29.2% from 38.2% (2009). Total energy consumption has reduced to 1136KWhr/Tonne of finished product from 1213 KwHrs/Te (2009), giving a 6% reduction.
Long-term promises 20% reduction in water use by 2015 from 2007 baseline. A number of sites have already achieved this target. Zero Waste to Landfill by 2015, across the group. 20% Reduction in Energy (KWHrs per tonne) in 2015 from 2007 baseline. No HCFCs in use in the group by 2015. Continual packaging weight reduction and recyclability. Minimise CO 2 transport and business miles, by maximising use of video conferencing.
Our Business Partners
Our Health, Safety and Wellbeing

Our aim We are committed to ensuring that we provide and maintain a safe place of work and help our people make informed health choices. We will continue to innovate healthy options and market leading safe products for our customers.
Case Study: The benets of health surveillance at Spalding To raise awareness on National Diabetes day occupational health at Spalding ran a screening programme for staff and employees. As a result, a number of individuals were identified to be possibly suffering from the condition and were advised to seek further medical advice. Case Study: ROSPA Gold Awards All sites in the group have undergone a fantastic transformation in safety performance in recent years. Northampton have been awarded a ROSPA Gold Award for the past 6 years. This places them amongst the best safety performers within the food industry.
Our aim Is to engage and collaborate with all our internal and external stakeholders to ensure we continually optimise our ethical performance. Summary of what we are doing: We are working with suppliers and using auditable databases (SEDEX) to ensure our critical suppliers are working to recognised ethical standards. Our sites are SEDEX compliant We are working with key customers, to understand their needs, in order to build improving internal standards. We are working with key external advisers, and regulators to ensure improvement and understanding.
Summary of what we are doing: Uniq are improving workplace safety by decreasing the number and severity of incidents. We have improved the provision of healthier meals and nutritional advice and have promoted active lifestyles at home and work. Food safety is embedded in the way we work and we continue to achieve a year on year improvement. Uniq is actively supporting our customers health agendas by increasing the range of healthy and wholesome options available to the retailers and end consumer. The aim is to increase the healthier food options.
Progress Critical suppliers SEDEX registered 75%.
Long-term promises 100% of critical suppliers by end 2011. Enhanced external CSR communications (e.g. website, CSR annual report).
Progress Reportable Accident rate down to 713/100,000 employees from 849 (2009), both are much below the food industry average (1,350). All sites scored grade A in the British Retailer Consortium Audit.
Long-term promises Strive to zero Health & Safety Executive reportable accidents.
Year on year improvement in food safety.
16 Directors report
Financial review 2010

This financial review covers the activities of the group for the 12 months ended 31 December 2010. The group completed the disposals of its overseas businesses realising funds to settle its outstanding borrowings which were paid off in full at the end of the year. In March 2011 the group completed a debt for equity swap with its pension fund, releasing the group from its onerous liabilities to the pension fund. As this was not completed until 2011, the results for 2010 are not affected by this restructuring. However, we have included a proforma balance sheet and restated profit before tax statement at the end of this section to illustrate the significant impact of the deal. Revenue for continuing operations was up 6.8% on the prior year (adjusted for 53rd week). The operating result before significant items for the group moved from 1.9m loss to 4.1m profit. Group costs Group costs represent the cost of running the parent company and the head office at Gerrards Cross. As a result of the downsizing of the group, we have reduced the size of the head office reducing costs to 4.2m in the year, a saving of 2.1m over last year. Finance costs This is split into three types of costs: operational, pension related and accounting. Operational finance charges include bank interest and amortisation of bank fees and are related to the ongoing operations of the business. Operations finance charges for 2010 were 1.7m which was 1.7m lower than the previous year due to the reduction of borrowings on the realisation of overseas operations. During the year, as part of our agreement with the pension fund, we were required to hold surplus funds in a separate Disposal Reinvestment account rather than pay down our outstanding debt with the bank. This caused finance charges to be higher than they would otherwise have been. Pension finance charges cover two items: net pension interest that is charged as part of IAS19 and interest earned on the secure account. IAS19 pension interest is a reflection of the balance of pension assets and liabilities and is set at the beginning of the year. The net charge for 2010 was increased over the prior year due to the pension fund de-risking its asset base to gilts. The pension interest charge for 2011 will be significantly smaller due to the removal of the main pension fund from the group in March 2011. Interest earned relates to the income on the secure account balance of 97m which was lower year-on-year due to lower interest rates. This balance, with accrued interest, was paid over to the pension fund in October 2010. Accounting finance charges are other finance items and are generally non-cash. In 2010, this was a net income of 0.3m compared to a charge of 1.2m in 2009 and relates to foreign exchange differences on cash balances across the group. Signicant items Significant items are those items of financial performance which because of size or incidence, require separate disclosure. The net significant item for continuing operations in 2010 was a charge of 2.4m. This included 1.9m of costs in relation to the closure of our cottage cheese site at Evercreech (1.5m of asset impairment and 0.4m of redundancy costs); 0.3m of redundancy costs and 0.1m of asset impairment incurred due to the downsizing of the group head office; 2.7m of costs in relation to the pension solution and a credit of 2.6m in relation to the Wincanton settlement. We have incurred a significant level of costs in exploring and implementing an acceptable solution for our pension fund liability. Some of these costs have been incurred in 2010 but we expected to incur further costs of approximately 3.1m in 2011 as the solution is completed. We reached a full and final settlement of our litigation with Wincanton in February 2011 which resulted in us making a final payment of 2.3m. The provision we were holding for this litigation
17 Directors report Financial review
at 4.9m was in excess of the final payment and therefore the balance of the provision has been released. Carrying Value of Minsterley At the year end we assessed the balance sheet carrying value of Minsterley (48.4m) by carrying out an impairment review. This review indicated, on the basis of the expected cashflows in the groups budgets and strategy plans, that assets were adequately supported by the future cash flows and no impairment was required. Since the year end, the group has carried out a detailed review of the Desserts operations in the light of recent profit performance and announced sales losses. The revised plans for Minsterley are dependent upon securing support from our customers. Should this support not be forthcoming, the carrying value may not be supportable. Taxation There is no tax charge in the year for continuing operations although the group made a profit after discontinued items, as brought forward losses have been used where possible to mitigate any tax exposures. The group has substantial tax losses (83m), unclaimed capital allowances (214m) and future tax relief for pension contributions (73m) brought forward. These tax attributes exclude the losses that have been created through additional contributions as part of the debt for equity swap with the pension fund in 2011. The growth and strategy of the business will accelerate the use of these losses. Discontinued operations Discontinued operations include businesses which were disposed of during the year. The disposal of the Northern European operations was completed in the first half of 2010: the Netherlands businesses on 9 January and the German/Poland businesses on 21 April. The results of these businesses have been included in the group up to the date of disposal. Profit after tax and before significant items for the discontinued businesses was 3.2m. Total significant items were a credit of 32.2m which includes a charge of 0.7m for onerous leases on group properties offset by 32.9m of profit on disposal of the businesses. The profit on disposal includes a credit of 30.3m relating to foreign exchange gains previously credited to reserves which have been recycled to the profit and loss account on disposal.
Summary results
UK trading operating profit Group costs Operating prot/(loss) before signicant items Finance costs (excluding pension related) Prot/(loss) before signicant items Significant items Pension finance costs Loss before tax Tax charge Loss from continuing operations Discontinued items net of tax Prot/(loss) attributable to shareholders Basic profit/(loss) per share
2010 m
2009 m
8.3 (4.2) 4.1 (1.4) 2.7 (2.4) (11.5) (11.2) (11.2) 35.4 24.2
4.4 (6.3) (1.9) (4.6) (6.5) (0.7) (11.3) (18.5) (0.4) (18.9) (2.0) (20.9)
21.3p (18.4)p
Funds ow
Operating profit Depreciation and amortisation EBITDA Net capital expenditure Increase in working capital Continuing operating cash flow Provisions and significant items Tax Discontinued operations Pension contributions Other Total funds flow Opening net debt Closing net cash
2010 m
4.1 9.9 14.0 (15.0) (4.0) (5.0) (3.1) (1.1) 26.8 (0.9) (1.9) 14.8 (4.0) 10.8
18 Directors report
Funds ow During the year the continuing group had a 5.0m operating cash outflow. This includes 15.0m spend on capital expenditure of which 10.6m related to the completion of the Desserts project at the Minsterley site. Working capital outflow for continuing operations in the year was 4.0m which reflects the increased pressure from suppliers. During the year the continuing group spent 3.1m on provisions and significant items: 1.3m related to restructuring costs in Desserts and 1.8m related to group head office restructuring and pension legacy costs. The provision balance at the year end of 5.8m includes 2.3m which was paid in final settlement to Wincanton in February 2011, 1.3m in relation to overseas disposals, 1.2m for onerous leases on properties, 0.3m relating to Desserts restructuring costs and 0.7m of pension legacy fees. Tax payments of 1.1m in the year relate to tax assessed on the disposal of St Hubert which was completed in 2008. Net cash received from discontinued operations of 26.8m represents the total cash flow of the discontinued businesses to the date of disposal plus the proceeds from disposals after payment of disposal costs. Pension contributions relate to payments made to the Pension Trustee to fund transfers out and pension costs and interest costs of 1.5m reflect the level of borrowings maintained through the year. Total funds flow for the year was 14.8m. Working capital and credit insurance As noted in previous years, the group has experienced significant pressure from suppliers on payment terms and rates due to the withdrawal of credit insurance on the company and the impact of the pension deficit on the groups balance sheet. This has resulted in a further worsening of the groups working capital position and a cash outflow. Having completed the pension deal, the group expects to be able to improve the availability of credit insurance through discussions with relevant insurers and therefore return to more normal trading terms with its suppliers. Funding Opening net debt at the beginning of the year was 4.0m including 6.1m of net cash in the discontinued businesses. The disposal of these businesses gave rise to cash proceeds which, in accordance with a previous agreement with the pension fund, were placed in a separate Disposal Reinvestment account during the period of negotiation with the pension fund to find a final solution. We maintained our borrowings and the net cash in Disposal Reinvestment
account until 31 December 2010 when our bank facility expired and all borrowings were repaid in full. Net cash at the year end after payment of borrowings was 10.8m. We have negotiated a new bank facility with Lloyds TSB which was conditional on completing the debt for equity swap with the pension fund. This process was completed on 22 March 2011 and the new bank facility became available. This new facility provides for a 15m term loan, amortising at 3m each year for three years with a lump sum repayment at the end of the facility, and a 10m revolving credit facility to fund working capital requirements. Pensions The group operates a main UK scheme and a number of other small pension funds including an unfunded overcap scheme, medical benefits provision and small legacy scheme. The IAS19 deficit on the main UK scheme at the beginning of the year was 227.8m which was reduced significantly during the year by the payment of the monies in the secure account of 97.6m. Other movements on the deficit include 29.4m return on assets and 40.5m relating to the unwinding of the liabilities. There was no service charge as the scheme was closed to further accrual in 2009. The closing deficit was 142.1m (excluding a provision of 3.4m for scheme expenses). Post balance events Pensions update for 2011 In March 2011, the group completed a deal to swap the debt owed to its pension fund for equity in the company. This deal has removed the main UK pension deficit from the balance sheet of the group but as this deal was completed in 2011, this is not reflected in these financial statements. To illustrate the significant impact that this deal will have on the group, a proforma Balance Sheet is shown in the table opposite. The profit before tax (shown opposite) has been restated as if the pension fund had not existed throughout the financial year. Signicant VAT recovery In March 2011, the group recovered 2.6m from HMRC in relation to various claims under the Fleming ruling. This repayment consisted of 1.0m of VAT recovery and 1.6m of interest on the claim. The group is continuing to claim further amounts under the Fleming ruling.
19 Directors report Financial review
Business performance measurement The group measures its performance using a series of KPIs, both financial and non-financial. The financial KPIs are: sales growth; gross margin percentage; operating profit percentage and return on capital. The non-financial KPIs vary according to business unit. Senior management are remunerated by bonuses based on group and divisional financial performance and in 2010, by delivery of the pension solution and by share incentives, more details of which are included in the remuneration report. Financial risk The group is subject to financial risks, but has procedures and controls in place to mitigate these risks. The groups major financial risks can be split as follows: Market risk Market risk can be broken down into currency risk and interest rate risk. The group has formal procedures and policies to mitigate these risks. Credit risk The majority of the groups customers are large, established retail organisations with a good credit record. As a result the group does not have significant concentrations of credit risk. Liquidity risk During 2010 the group operated within its banking facility which expired at the end of December 2010. A new bank facility of 25m has been negotiated and was available for use by the group from March 2011. Liquidity risk remains low due for the group due to formal procedures and policies to manage cash resources. Martin Beer Finance Director 26 April 2011
Proforma Balance Sheet Effect of the Pension Deal

m 2010 Adj (note 1) Pro forma
Assets Non-current assets Property, plant and equipment Intangible assets Deferred tax assets Current assets Inventories Trade and other receivables Cash and cash equivalents Total assets Liabilities Non-current liabilities Borrowings Retirement benefit obligations Provisions Current liabilities Borrowings Trade and other payables Provisions Income tax liabilities Total liabilities Total assets less liabilities Equity Shareholders equity Total called up share capital Share premium Other reserves Retained earnings Total equity
80.4 30.5 13.9 124.8 13.8 33.2 10.8 57.8 182.6
80.4 30.5 13.9 124.8 13.8 33.2 7.5 54.5 179.3
(3.3)
149.4 0.8 150.2 41.6 5.0 7.7 54.3 204.5 (21.9)
11.0 (145.6)
11.0 3.8 0.8 15.6 3.0 41.6 5.0 7.7 57.3 72.9 106.4
3.0
11.5 0.1 (330.2) 296.7 (21.9)
(10.3) 64.5 74.1
1.2 64.6 (330.2) 370.8 106.4
Note 1 The adjustments reect the issue of shares by the parent company at the closing price on 16 March 2011 to the pension fund in exchange for the cancellation of the IAS19 pension decit and the payment of 14m as a nal contribution to the pension fund, funded by the new bank facility.
Restated Prot before tax Effect of the Pension Deal

m 2010 Adj (note 2) Restated
Continuing operations Revenue Cost of sales Gross prot Distribution expenses Administrative expenses Operating prot before signicant items Significant items Operating prot after signicant items Net pension interest Finance income Finance expenses Net nance changes (Loss)/prot before tax
311.9 (264.3) 47.6 (18.3) (25.2) 4.1 (2.4) 1.7 (12.1) 1.2 (2.0) (12.9) (11.2) 2.7 2.7 12.1 (0.6) 11.5 14.2
311.9 (264.3) 47.6 (18.3) (25.2) 4.1 0.3 4.4 0.6 (2.0) (1.4) 3.0
Note 2 The adjustments reect the removal of the signicant cost in relation to the management of the groups pension fund, the pension interest charge and the nance income related to the monies previously held in the secure account for the benet of the pension fund from 1 January 2010.
20 Directors report
Principal risks
This section updates what the board believes are the most signicant risks and uncertainties which are specic to Uniqs businesses. Minsterley protability Minsterley has a history of losses and has not generated a profit in any reporting period since the site was acquired in 2005. In 2009, the Paignton site was closed and volume was successfully consolidated into the Minsterley site. In the last five years, there have been investments in the infrastructure, service and quality at the Minsterley site and financial results have improved significantly. Management recognises the recovery of profitability of the Minsterley site has taken longer than expected. The site serves four sub-sectors of the market: Cadbury chocolate desserts, premium differentiated yoghurt, premium and everyday desserts. The Cadbury, yoghurt and premium dessert sub-sectors are either profitable or on track to achieve profitability, while the site losses are all concentrated in the everyday desserts sub-sector. The Desserts review has approved a series of steps to address and stop the losses in everyday desserts. Minsterley produces Cadbury desserts under a co-packing agreement. Additional capacity has been successfully installed and the Cadbury manufacturing facility at Minsterley is highly efficient. However, the anticipated growth has not yet materialised and there are ongoing discussions with the customer regarding the terms of the co-packing agreement. There is a risk that Cadbury volumes could continue to decline, or that the co-packing agreement could be amended or terminated. Any of these outcomes could have an adverse impact on the groups operations and its financial condition. Customers The group is heavily dependent on a limited number of significant grocery retailers in the UK and one major retailer, M&S, represents over half of the groups sales. In line with industry practice, the majority of Uniqs UK sales are made by means of short-term standard purchase orders rather than long-term contracts. In recent years, the major multiple retailers have increased their share of the UK grocery market and price competition between those retailers has intensified.
This price competition has led the major multiple retailers to seek lower prices from their suppliers. Uniq has created a decentralised, entrepreneurial business structure to enable it to get closer to its customers and to mitigate this risk. However, there can be no assurance that Uniqs customers will continue to purchase its products at current volumes, at current pricing or on current terms. The credit insurance market and the creditworthiness of the group and its customers As is common in the food industry, many suppliers use credit insurance to reduce the risk of exposure to the group. The credit extended by suppliers is an important part of the groups funding. Over the last few years, the level of insurance available to the groups suppliers has significantly reduced, owing to a general tightening of credit insurance and the perceived extent of the groups UK pension deficit. The removal of the pension deficit will create the necessary conditions for credit insurance cover to be reinstated and therefore, in time, this risk will reduce. Weather and seasonality Sales of some products, such as salad products, are materially affected by unseasonable weather and seasonality. Sales can be materially increased or reduced as a result of weather fluctuations and seasonality. Innovation The group operates in competitive markets and in fast moving sectors of the food industry. Its success is dependent on anticipating changes in consumer preferences, including dietary and nutritional concerns and on successful new product development and product relaunches in response to such changes in consumer behaviour. The groups future results will depend on its ability successfully to identify, develop, manufacture, market and sell new or improved products in these changing markets. Changes in the cost and availability of raw materials The group purchases its raw materials, many of which are commodities, from numerous suppliers. There are a number of factors affecting the price of these raw materials, such as quality, availability, demand, weather conditions, currency fluctuations, agricultural policies and political instability. Many of these raw materials are subject to potentially significant price fluctuations. The group will generally not be a sufficiently large buyer to have any control over these prices and may be unable to pass on such price increases to its customers in whole or part or without a period of delay.
21 Directors report
Directors responsibilities
The directors are responsible for preparing the Annual Report and the group and parent company nancial 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. Under that law 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 on the same basis. 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: select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; state whether they have been prepared in accordance with IFRSs as adopted by the EU; and 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 companys 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.
Under applicable law and regulations, the directors are also responsible for preparing a Directors Report and a Directors Remuneration Report that complies with that law and those regulations. The directors have also decided to prepare voluntarily a Corporate Governance Statement as if the company were required to comply with the Listing Rules and the Disclosure Rules and Transparency Rules of the Financial Services Authority in relation to those matters. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the companys website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. We confirm that to the best of our knowledge: the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and the directors report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. Geoff Eaton Chief Executive Martin Beer Finance Director 26 April 2011
22 Directors report
Board of directors and senior management

John Warren Chairman Geoff Eaton Chief executive
Martin Beer Finance director
John Warren Chairman * //

Joined the board in 2007, served as Interim Chairman from 25 June 2009 and appointed Chairman on 14April 2010. He is also chairman of the audit committee and the pension committee. He was formerly finance director of United Biscuits plc and WH Smith plc. He is a fellow of the Institute of Chartered Accountants in England and Wales and is a non-executive director of The Rank Group plc, Bovis Homes Group plc and Spectris plc.
Geoff Eaton Chief executive //

Joined the board as chief executive in 2005. He was formerly chief executive of ISIS Research from 2001 to 2004. Prior to that he spent 13years with Tomkins plc where he held a number of senior executive roles including executive director at RHM in the UK, executive vice-president at Gates Corporation in the US and head of corporate development for the Tomkins Group. He is a chartered accountant, having qualified with Arthur Andersen.
Martin Beer Finance director //

Appointed to the board in 2002 as finance director. He is a chartered accountant, having qualified with Price Waterhouse. He has been with the group since 1990 in various financial roles, including finance director of Unigate Dairies for five years.
Belinda Gooding Non-executive director *

Joined the board in 2006. She is chief executive of Roots & Wings, a trustee of Chelsea Physic Garden and a non-executive director of Strutt & Parker. She was formerly chief executive of 2Save Energy Ltd, a nonexecutive director of Biloxi Southern Foods, Sir Hans Sloane chocolates and Pets Kitchen and chief executive of Duchy Originals Ltd from 2000 to 2007. Prior to that she spent ten years in marketing roles with Mars (Masterfoods) and was group marketing director of Dairy Crest Group plc.
23 Directors report Board of directors
Belinda Gooding Non-executive director
Dr Matthew Litobarski Non-executive director
Stephen Draisey Managing director
Andrew McDonald General counsel and company secretary
Dr Matthew Litobarski Non-executive director *

Appointed to the board in 2005, served as interim senior non-executive director from 25 June 2009 and appointed senior non-executive director on 14 April 2010. He is chairman of the remuneration committee and, since 25 June 2009, the interim senior non-executive director. He is chairman of Devin AD (Bulgarian mineral water company), and chair of the council of Nacro (a leading UK crime reduction charity). He was previously president, global supply chain, with Cadbury Schweppes plc, having spent 19 years with them in various senior management roles. He has a doctorate in physical chemistry from Nottingham University.
Stephen Draisey Managing director

Appointed in 2008. He has a wealth of experience in the UK food industry having held a number of senior positions during a 17 year career with Geest/Bakkavor, ultimately as managing director of its desserts, ready meals, soups, sauces, pasta and chilled bread division. Prior to that he was with Northern Foods plc and J Marr Seafoods Ltd.
Andrew McDonald General counsel and company secretary

Joined Uniq in 2005 as general counsel and appointed company secretary in February 2009. He is secretary to the board and each of the four board committees and has responsibility for corporate affairs, insurance and all legal matters affecting the group. He qualified as a solicitor in 1998 and worked as a corporate lawyer for Freshfields Bruckhaus Deringer before moving into industry.
* //
Member of the remuneration committee Member of the audit committee Member of the nomination committee Member of the pension committee* Not a member of the Uniq Plc board
24 Directors report
Report of the directors

Principal activity Uniq is a convenience food group that is now focused on the UK and operates and manages two divisions: Food to Go and Desserts. During the year the group disposed of all its remaining European operations in Northern Europe (Germany, the Netherlands and Poland). In the view of the Directors, the groups likely future development will continue to centre on the main product categories in which it now operates. Business review, KPIs and risk review A review of activities of the group and divisions, key performance indicators (KPIs), an outline of the principal risks and uncertainties which management believes are specific to the group and an indication of future developments are set out throughout the directors report, but in particular in the Chairmans statement on pages 2 and 3, the Chief Executives review on pages 4 and 5, the market overview on pages 6 and 7, the business review on pages 8 to 15, the financial review on pages 16 to 19 and in the principal risks on page 20. Dividends No dividends were paid during 2010 (nor in 2009) and the directors have decided not to recommend the payment of a final dividend for the year. Acquisitions and disposals During the year the following transactions occurred: On 9 January 2010 the sale of the Netherlands business (Uniq Convenience Foods Nederland BV) to Gilde Equity Management Benelux for 16.6m was completed. On 21 April 2010 the sale of the businesses in Germany (Uniq Deutschland GmbH) and Poland (Uniq Lisner sp zoo) for 24.7m to IFR Capital plc was completed. Share capital and reserves Details of the authorised and issued share capital and changes in reserves of the company are shown in notes 28 and 29 to the financial statements. In March 2011, the company completed a capital restructuring of its share capital to facilitate a debt for equity swap with its pension scheme. This resulted in the reduction of shareholders interests to 9.8% of the equity and the issue of 105,704,563 shares to the pension scheme, giving the pension scheme a 90.2% equity holding in the company. This restructuring was sanctioned by the High Court and on 24 March 2011 and the company and its subsidiaries were discharged from their obligations in relation to the defined benefit section of the companys pension scheme. Following this restructuring the company successfully applied for the shares to be relisted on the Alternative Investment Market (AIM) as from 1 April 2011. Annual general meeting The companys annual general meeting will be held at 10am on 17 June 2011 at the offices of Investec Bank plc, 2 Gresham Street, London EC2V 7QP. Details of the business to be considered at the meeting are contained in the notice of annual general meeting sent to shareholders. In accordance with the Shareholder Rights Directive (the Directive) which came into force in August 2009, the company obtained shareholder approval at the 2010 AGM to the calling of meetings, other than the AGM, on 14 days clear notice. Prior to the implementation of the Directive, the company was able to call meetings other than the AGM on 14 clear days notice without obtaining shareholder approval and, to preserve this ability, shareholders will be asked to renew their approval by passing Resolution 6 at the AGM. Substantial interests As at 26 April 2011, the company has received the following notice of substantial interests (3% or more) of the total voting rights of the company:
%
Angel Street Limited
90.2
25 Directors report Report of the directors
Implementation and Relationship Agreement As a consequence of the restructuring, the company entered into an Implementation and Relationship Agreement on 9 February 2011 which regulates the relationship between the Pension Scheme Trustee, Angel Street Limited and the Company. This agreement will continue in force until Angel Street Limited ceases to hold twenty per cent or more of the voting rights of the Company for a period of longer than one month. Pursuant to the agreement, Angel Street Limited has appointed an observor to attend meetings of the board. Powers of the directors Subject to the provisions of the Companies Acts, the articles of association and directions given by the company in general meeting, the business of the company is managed by the board of directors which may exercise all the powers of the company. Appointment and replacement of directors Directors may be appointed by the company by ordinary resolution or by the board. Non-executive directors are appointed for a term of three years, subject to shareholder approval. At every AGM any director who has been appointed by the board since the last AGM, or who held office at the time of the two preceding AGMs and did not retire at either meeting shall retire from office and offer themselves for re-appointment by shareholders. The company may by special resolution remove a director from office before expiry of his term of appointment. The articles contain provisions on the vacation of office if a director: resigns, or offers to resign and the resignation is accepted by the directors, or is required to resign by the other directors; suffers from mental or physical ill health problems; is absent from meetings for six months without permission; has a bankruptcy order made against him or makes an arrangement or composition with his creditors; is prohibited by law from being a director; or ceases to be a director under legislation or is removed from office under the articles. Voting and restrictions on voting Every member and every duly appointed proxy present at a general meeting or a class meeting has, upon a show of hands, one vote and upon a poll one vote for every share held by him. In the case of joint holders where more than one joint holder votes, the only vote which will count is the one of the person listed before the other voters on the register for the share.
The Uniq ESOT (see note 29) held 982,677 ordinary shares as at 31 December 2010 on trust for the benefit of participants in the companys executive share plans. The voting rights for these shares are held by the trustee and the trustee may vote or abstain in any way it thinks fit. Historically the trustee has not exercised this right. Unless the directors decide otherwise, a shareholder cannot attend or vote shares at any general meeting of the company or upon a poll or exercise any other right conferred by membership in relation to general meetings or polls if he has not paid all amounts relating to those shares which are due at the time of the meeting. The company is not aware of any agreements between holders of securities that may result in restrictions on voting rights. Restrictions on transfer of shares As at 26 April 2011, there are no extant restrictions on the transfer of shares in the company except as follows: certain restrictions may be imposed from time to time by legislation and regulations (for example insider trading laws); pursuant to the AIM Rules of the London Stock Exchange whereby certain employees of the company require clearance from the company to deal in the companys shares and pursuant to the orderly market provisions of the Implementation and Relationship Agreement whereby Angel Street Limited agrees that a sale of its shareholding in the company must be effected through the companys broker. The company is not aware of any agreements between shareholders that may result in restrictions in the transfer of securities. Coporate Social Responsibility The board regularly considers and takes account of the significance of CSR matters and their potential risks to the business of the group and the opportunities to enhance value that may arise from an appropriate response including risks relating to environmental impacts, employees, society and communities, as well as reputational risks. The board undertakes a formal review of CSR matters at least annually. This includes providing oversight to ensure the group has in place effective policies, systems and procedures for managing CSR matters and mitigating
26 Directors report
CSR risks. Further information on the groups CSR activities can be found on pages 12 to 15 of this report and on the groups website (www.uniq.com). Employees The group is committed to a policy of equal opportunities in employment by which the group continues to ensure that all aspects of selection and retention are based on merit and suitability for the job without considerations of sex, marital status, nationality, colour, race, ethnicity, sexual orientation or any disability. The group aims to maintain a diverse workforce free from discrimination. Persons who have or develop a disability are, where possible, given practical assistance and training to seek to overcome their disability in the performance of their work. Directors Details of the directors in office at the year end and of their contracts are set out in their biographies on pages 22 and 23 and in the corporate governance and remuneration reports. The directors beneficial interests in the companys ordinary share capital as at 31 December 2010 are set out in table 4 on page 37 of the remuneration report. Directors interests No director had a material interest at any time during the year in any derivative or financial instrument relating to the companys shares. Details of directors remuneration, service agreements and interests in shares of the company are set out in the remuneration report. Charitable and political donations The group made donations for charitable purposes during the year which amounted to 18,000 (2009: 12,000). No donations were made to political parties in 2010 and 2009. New product development During the year the group was active in the improvement of production processes, existing products and the development of new products, to satisfy customer requirements and support the long-term profitable growth of its businesses.
Payment policy The group does not have a formal code that it follows with regard to payments to suppliers. Members of the group generally agree payment terms with their suppliers when they enter into binding contracts for the supply of goods and services. Suppliers are, in that way, made aware of these terms. Group companies seek to abide by these payment terms when they are satisfied that the supplier has provided the goods or services in accordance with the agreed terms and conditions. At 31 December 2010 the amount of trade creditors shown in the group balance sheet represented 44 days (2009: 52 days) of average purchases. Signicant contracts and change of control Save for the banking agreements and the Implementation and Relationship Agreement the company is not party to any significant agreements which take effect, alter or terminate upon a change of control of the company. Details of how the equity incentive plans would be affected by a change of control are set out in the remuneration report. 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 are each aware, having instigated reasonable steps to check the same and sought appropriate reassurances from fellow directors, management and the companys auditors that it is the case, that there is no relevant audit information of which the companys auditors are unaware. Auditors In accordance with Section 489 of the Companies Act 2006, a resolution for the re-appointment of KPMG Audit Plc as auditors of Uniq plc will be proposed at the annual general meeting. For the board Andrew McDonald Company Secretary 26 April 2011
Registered No. 3912506
27 Directors report
Corporate governance
Compliance statement The company places a great deal of importance on high standards of corporate governance and has generally complied with the Combined Code on Corporate Governance issued by the Financial Reporting Council as revised in June 2008 (the Code) as applicable to the company for the year to 31 December 2010 and has made these voluntary disclosures. The company normally expects to comply with current best practice in relation to corporate governance and that its employees will do likewise. This report seeks to explain the position in detail including any exceptions. Board of directors At the date of this report there are five directors, comprising the chairman, chief executive, finance director and two non-executive directors. All directors served throughout the year. All of the non-executive directors are considered independent within the meaning of the Code and the chairman was independent on appointment. Matthew Litobarski, Belinda Gooding and John Warren have current terms of appointment which expire at the end of the annual general meetings in 2011, 2012 and 2013 respectively. The non-executive directors occupy, and/or have occupied, senior positions in business. John Warren, previously the senior non-executive director, served as interim chairman from 25 June 2009 and was appointed chairman on 14 April 2010, following the resignation of Ross Warburton. Matthew Litobarski was appointed senior non-executive director on 14 April 2010 in place of John Warren. The articles provide that all directors must stand for election at the first AGM after they are appointed and all continuing directors must stand for re-election at least every three years. Matthew Litobarski does not intend to stand for re-election at the AGM and will leave the company on 17 June 2011. The board is responsible for ensuring the proper management and control of the company. The board aims to enhance shareholder value by maintaining an entrepreneurial leadership of the group whilst ensuring that appropriate checks and balances are in place. The board has specific powers reserved to it including the approval of: group strategy and annual budgets, half yearly and final results and interim management statements, acquisitions and disposals, major agreements, capital expenditure and unusual transactions. It also has responsibility for setting policy and monitoring from time to time such matters as: financial and risk control, health and safety policy, environmental issues, food safety and management succession and planning. The board has delegated to the chief executive and his executive team responsibility for execution of the agreed strategy and budget and the day-to-day management of the groups operations. The operational management is required to manage operations of the company within the management, financial and risk guidelines set down. Board and committee members are given appropriate documentation in advance of each board or committee meeting. For regular board meetings these normally include a detailed monthly report on current and forecast trading with comparisons against budgets and prior years. For all meetings explanatory papers are sent out on matters where the board or committee will be required to give its approval, make a decision or give its response. In addition to frequent business presentations, reports are given to the board or its committees at appropriate intervals on such matters as pensions, insurance, environment, food safety and treasury. The board has approved a procedure for directors to take independent professional advice, if necessary, at the companys expense. In addition, the directors have direct access to the advice and services of the company secretary who is charged by the board with ensuring that board procedures are followed. Appointment or removal of the company secretary is a matter for the board as a whole. On joining the board, directors are included in an induction programme involving meetings with management together with current information and background documents describing the company and its activities. Manuals, books and training are available to all directors on their duties as directors and individual members attend external courses on subjects they wish to improve. Site visits take place periodically. Papers are presented to board members on
28 Directors report Corporate governance
such subjects as accounting or regulatory changes where appropriate; specific presentations have been given covering various aspects affecting directors under the Companies Act 2006. Normally, the board expects to meet about 12 times a year. Where there are urgent matters to consider, additional meetings, generally by telephone conference call, are held. Where directors are not able to attend meetings, opportunity is made for their views to be conveyed on matters under consideration. The table on page 29 sets out the board and committee meeting attendance by members (the figures in brackets are the maximum which could have been attended in the year). Throughout the year the company had a separate chairman and chief executive and their differing roles were acknowledged. The Chairmans role was part-time and he was primarily responsible for the workings of the board and for ensuring that its strategic and supervisory role was achieved. The Chief Executive was responsible for the day-to-day running of the business, preparing the strategy and budgets for board review and then carrying out the agreed strategy and implementing specific board decisions relating to the operation of the company. On 14 April 2010 John Warren was appointed Chairman and Matthew Litobarski as the senior non-executive director. The board carries out a formal evaluation of its own performance and effectiveness annually. This review is done by the secretary preparing a list of headings under which each director is asked to consider performance and make comments. These are received by the chairman, collated and detailed in a paper setting out the points raised. Following a review of that paper by the board the points agreed are adopted. The board considers that this evaluation process is an effective and cost efficient process. Board committees There are audit, remuneration, pension and nomination committees of the board to which relevant matters are delegated. The current membership of the committees is set out on pages 22 and 23. Membership of each committee is reviewed as necessary as a consequence of any changes in the board. The committees all have detailed terms of reference. The reports of the audit and remuneration committees, including summaries of their terms of reference, are set out below and in the separate remuneration report which follows.
The pension committee was set up in 2007 to review and advise the board on pension issues. It normally meets about six times a year. It is chaired by John Warren and its other members are Geoff Eaton and Martin Beer. However, during 2010 the board as a whole regularly considered the groups pension deficit and other pension matters, so there was no need for the pension committee to hold separate meetings. The nomination committee is responsible for considering and recommending to the board persons who are appropriate for appointment as executive and nonexecutive directors. Appointment is the responsibility of the whole board following recommendation from the committee. The committee also reviews succession planning and senior management appointments below board level. The Chairman, the Chief Executive and the remaining independent non-executive directors are also members. It meets as necessary and uses the services of outside personnel consultants to assist it when appropriate. From time to time a subset of the nomination committee will be selected for a specific purpose such as selection or re-appointment of the chairman. In carrying out its duties the committee considers what appointments would be appropriate, decides what attributes or areas of specialisation the candidates should have and selects headhunters to find and select possible candidates. Members of the committee then interview candidates before the committee puts forward its recommendation to the board. The remuneration committee report is set out on pages 32 to 37. The remuneration committee was chaired by Matthew Litobarski throughout the year. John Warren and Belinda Gooding are the other members. It meets when necessary and uses the services of external remuneration consultants to assist it when appropriate. All members of the committee are independent nonexecutive directors. The principal responsibilities of the remuneration committee are: Setting, reviewing and recommending to the board for approval the groups overall remuneration policy and strategy for senior managers remuneration; Setting, reviewing and approving individual remuneration packages for executive directors and the chairman, including terms and conditions of employment and any changes to the packages;
Directors attendance at board and committee meetings

Director Board Audit committee Remuneration committee Nomination committee
John Warren Geoff Eaton Martin Beer Belinda Gooding Matthew Litobarski
16 (16) 16 (16) 16 (16) 16 (16) 16 (16)
4 (4) N/A N/A 4 (4) 4 (4)
9 (9) N/A N/A 9 (9) 9 (9)
5 (5) 5 (5) N/A 5 (5) 5 (5)
R eviewing the salary structure and terms, conditions and benefits of employment of other very senior executives in the group; Approving the launch and rules of any group share, share option or cash based long-term incentive scheme and the grant, award, allocation or issue of shares, share options or payments under such schemes; and The setting of bonus terms and the approval of bonus payments for directors and certain senior executives. The audit committee is chaired by John Warren who is a chartered accountant and has extensive previous experience as a finance director of two large listed companies. All members of the committee are independent non-executive directors and between them they have wide experience of industry and commerce. The board believes that for the purposes of the Code, John Warren has appropriate, recent and relevant financial experience. The board considers that it is appropriate that John Warren continues as chairman of the audit committee while he serves as chairman of the board, because he is the only non-executive director with the relevant financial expertise; the board will keep the leadership of the audit committee under review. During the year, the committee reviewed the scope and results of the work undertaken by the internal auditor. The group has appointed an internal compliance controller to monitor compliance with internal controls. The compliance controller reports to the committee at least twice a year. The committee is generally attended by the chief executive, finance director, the internal compliance controller and the external auditors, all at the invitation of the committee. The company secretary is secretary. The committee normally meets three times a year and in addition the committee and/or the chairman hold separate discussion with the external auditors without any members of the executive present. The committee operates within written terms of reference set down by the board.
The committee plays an important role in reviewing the groups financial controls and reporting. It manages the groups relationship with internal and external auditors. It also assists in the group risk management procedures and in ensuring that the group meets its regulatory requirements. The principal activities of the audit committee are: To review the half yearly and annual financial statements prior to publication with executive management and the external auditors. It pays particular attention to the appropriateness of accounting policies used and areas of management judgement. Compliance with material changes to accounting standards is kept under review. It draws to the attention of the board the main points arising from its review and any matters of concern which may arise. To make recommendations concerning the appointment or re-appointment of the companys external auditors and to consider the auditors continuing suitability, including when necessary recommending to the board appropriate action to appoint new auditors. It ensures that key audit partners are rotated at appropriate intervals. It discusses with the auditors the scope of the audit before it commences, reviews the results and considers the formal reports of the auditors and reports the results of those reviews to the board. It reviews the auditors independence, performance, the scope of the audit and recommends to the board appropriate remuneration for the auditors. To receive reports from the internal compliance controller twice a year reviewing internal audits conducted and consider follow up reviews on progress in addressing issues arising from prior internal audits. To agree the programme of internal audit reviews to be carried out and must approve the appointment or removal of the internal compliance controller. The internal compliance controller has the right to talk directly to the chairman of the audit committee at any time.
T o set down and monitor the companys use of the external auditors for non-audit work. The committee considers that it is sometimes appropriate to use the external auditors for non-audit work especially where the work is of a regulatory or compliance nature or where the auditors experience is likely to give them an advantage over other providers. All appointments of the external auditors are subject to audit committee guidelines and specific consent is required for commissions above 50,000. The committee monitors non-audit work carried out by the external auditors. To review the risk review procedure carried out by the executive with the aim of ensuring that, where possible and appropriate to do so in the context of the business, reasonable steps are taken by the group to mitigate risks. To ensure that the group maintains appropriate internal control procedures and monitors their effectiveness. The committee has approved a whistle blowing policy under which it is the ultimate point of reference for those raising concerns. During the period under review the committee carried out the above functions. Auditors independence The board believes that its auditors are independent and asks the audit committee to monitor this position on a regular basis. Details of all fees for non-audit work are set out in note 5 on page 56 of the financial statements. The fees paid for non-audit work were spent on work connected with the groups disposals of its overseas operations, the restructuring involving the debt for equity swap with the groups pension fund and in reviewing the interim results. The board considers it appropriate that this work should be carried out by the groups auditors and that it does not inhibit their independence. Other committees are appointed by the board from time to time to consider specific matters delegated to them such as approval of the detailed terms of acquisitions or disposals and capital expenditure projects. Relations with shareholders The board ensures that there is an active programme of investor relations which was led by the chief executive and finance director during the year. The chairman and senior non-executives are also available for consultation with major shareholders when appropriate. Major brokers reports and forecasts are circulated to the board as they are received. Following the preliminary and half yearly
announcements the companys broker conducts an analysis of investor and analysts reaction which is reported to the board. The chairman, chief executive and finance director would also report to the board on investor contacts and reaction when appropriate. During the year the chief executive and finance director gave collective general presentations covering the results and other key announcements. The chairman and other directors are available as appropriate for subsequent meetings with institutional investors. The chairman and company secretary generally deal with questions from individual shareholders. All shareholders have the opportunity to put questions at the companys annual general meeting when the chairman gives a statement on the companys performance during the year, together with a statement on current trading conditions. The chairman of the audit, nomination and remuneration committees normally attend the annual general meeting and the chairman advises shareholders on the proxy voting details. All shareholders are invited to attend the annual general meeting when the directors will be available to answer questions concerning the group and its activities. The company maintains a website (www.uniq.com) which contains further and up-to-date information on the company and its recent changes and announcements. As a result of the restructuring, 90.2% of the equity of the company is held by Angel Street Limited. The company has entered into an Implementation and Relationship Agreement to govern the relationship with Angel Street Limited. Independence of directors The board considers all its non-executive directors and its chairman on appointment to be independent. In addition to meeting the criteria for independence below they are independent in character and judgement. The boards criteria for independence are: Has not been an employee of the group within the last five years; Has not or has not had, within the last three years, a material business relationship with the group; Save in exceptional circumstances, has received no remuneration other than a directors fee; Has no close family ties with any of the groups advisers, directors or senior employees; Does not have significant links with other executive directors through mutual involvement in other companies or bodies; Does not represent a significant shareholder; Has not served on the board for more than nine years.
Directors remuneration The remuneration report on pages 32 to 37 details compliance with the Codes requirements with regard to remuneration matters. Internal controls, risk management and audit The board has overall responsibility for the groups risk management and internal control systems and for reviewing their effectiveness. The systems are designed to provide reasonable control over the activities of the company and the group and to enable the board to comply with the directors responsibilities statement on page 21. This process has remained in place throughout the financial period covered by this annual report and to the date of these financial statements. The process is reviewed from time to time and updated to ensure that it continues to meet the needs of the groups activities. However, it is recognised that it is the nature of any business that risk is inherent in any enterprise and that business and commercial risks must be taken and that for a business to succeed, enterprise, initiative and motivation are key elements which must not be unduly stifled. It is not the intention of the company to seek to avoid all risks. Commercial judgements and other decisions will have to be made in the course of management of the business and will give rise to risk. The board confirms that, in accordance with the requirements of the Code, it has reviewed the effectiveness of the system of internal control. The key elements of the groups internal control systems and the review process are as follows: The group has an organisational structure with established lines of accountability as well as clearly defined levels of authority as to matters which are reserved to the board and the delegation of other matters to board committees or the groups executive management. Each part of the business is required to operate in accordance with established policies and procedures. An overall Operational Control Framework document, which is regularly reviewed to ensure it covers changing business operations and processes, sets down guidelines or mandatory requirements on general and specific issues such as treasury and authorisation limits, accounting policies, directors dealings, capital expenditure procedures, expenses, ethical conduct and whistle blowing. Comprehensive business planning and financial reporting procedures are in place, including the annual preparation of detailed operational budgets for the year ahead and projections for subsequent years. Each business area
reports monthly on its performance against its agreed budget. The board receives monthly an update on such performance and generally reviews significant variances on a monthly or bi-monthly basis. Procedures have been established for planning, approving and monitoring major capital expenditure and major projects. The group has a centralised treasury function, which operates within defined limits and subject to regular reporting requirements and audit reviews. An embedded risk management process is in place, which seeks to identify the most significant risks facing each business and the group and reports on how those risks are being managed. This process requires the business divisions to produce risk registers identifying and evaluating significant risks which may affect their business and to consider what action can and should reasonably and cost effectively be taken to reduce them to an acceptable level. The process culminates in the production of a group risk register including a review of significant central risks. This register and the divisional action plans for addressing risk are reviewed and maintained on an ongoing basis. There is an internal audit process led by the compliance controller which is used to help monitor controls. This programme of internal control reviews is set by the audit committee following review with the finance director. From time to time ad hoc assignments requested by senior executives or the audit committee are also undertaken. The external auditors, KPMG Audit Plc, audit the year end results. Their audit report is on pages 38 and 39 of this annual report. They also conduct a review of the half year results. Going concern The directors have prepared trading and cash flow forecasts for a period in excess of a year from the date of approval of these financial statements. The directors have assumed: trading relationships are maintained unless otherwise notified; sales growth in certain sectors and planned cost savings. These show that after sensitivities and mitigating factors are taken into account, the total bank facility is not exceeded, the covenants are not breached and there are no events of default. The directors expect that the group will be able to meet its liabilities as they fall due and therefore consider it appropriate to prepare the financial statements on a going concern basis.
32 Directors report
Remuneration report
Constitution The current members of the remuneration committee are Matthew Litobarski (chairman), Belinda Gooding and John Warren. All of them served throughout the year. The board considers that all members are independent directors, the chairman having been independent on first appointment. The chief executive and finance director may be invited to attend meetings, but no party would attend when specific matters concerning the detail of their own personal remuneration are being dealt with. The company secretary acts as secretary to the remuneration committee and it met 9 times during the year to 31 December 2010. The committee has written terms of reference which set down its role and responsibilities. Briefly, it has responsibility for setting the remuneration policy for the group and for deciding certain more detailed matters such as setting very senior managers remuneration and grants under long-term incentive schemes. The remuneration committee takes advice as and when required directly from external consultants and has appointed Towers Watson as its consultants on remuneration matters. Towers Watson performs no other services for the company. Remuneration policy The companys ongoing policy for executive directors and senior executive management is to provide remuneration in an amount and manner appropriate to the recruitment, motivation and retention of high quality management, and encourage a culture linking reward to overall corporate and individual employees performance. The committee has decided that emphasis should be placed on the performance-related, variable elements of the senior management and executive directors pay so that a substantial proportion of their potential total remuneration is linked to corporate and personal achievement and the short and long-term success of the group. This policy gives greater alignment between senior management and shareholders interests. Remuneration policy for non-executive directors is determined by the board (excluding the non-executive directors) within the limits set out in the articles of association. A basic fee is paid together with a responsibility fee for those chairing a committee or accepting other exceptional responsibilities. Fees are reviewed by the board from time to time. Non-executive directors do not participate in any incentive or pension plans. Directors remuneration The remuneration of executive directors comprises five elements: base salary, benefits-in-kind, pension, annual cash bonus and equity incentives. Base salaries Base salaries are reviewed annually, having regard to relevant market practice supported by periodic external independent surveys. Details of the directors remuneration for the year to 31 December 2010 are set out in table 1 on page 36. Benets-in-kind The benefits-in-kind provided to the executive directors are: private medical and travel cover for themselves and their family and life insurance up to a maximum of four times salary. Geoff Eaton had a car allowance of 15,000 p.a. and Martin Beer had one of 14,000 p.a. Both Geoff Eaton and Martin Beer can claim a per mile charge to cover fuel and expenses of business use of their private cars. The non-executive directors receive no benefits-in-kind, although all directors are reimbursed for reasonable expenses incurred in the performance of their duties. Annual cash bonus The company operates an annual cash bonus system for senior managers and executive directors. The payment and extent of annual cash bonuses to the executive directors is dependent upon the achievement of pre-agreed targets set by the remuneration committee. Each year the remuneration committee will review the system and may set different targets or performance conditions to seek to keep the conditions appropriate to the current goals and aims of the company and in alignment with shareholder interests and company targets. In respect of performance in the year to 31 December 2010, Geoff Eaton and Martin Beer will receive bonuses linked to the delivery of the restructuring by which the company was released from its pension deficit. The bonuses paid for Geoff Eaton and Martin Beer are 180,090 and 99,360, respectively.
33 Directors report Remuneration report
For 2011 the remuneration committee has aligned the bonus plan to support delivery of the profitability of the group businesses. The maximum bonus for exceptional performance for this year, unchanged from 2010, is: Geoff Eaton 150% and Martin Beer 120% of base salary. Equity incentives The Executive Share Option Plan In 2002 shareholders approved an executive share option scheme under which grants were made between 2000 and 2002. All outstanding executive options granted under this plan have been adjusted to take account of the variation in the capital of the company as a result of the restructuring and have become exercisable but at prices significantly greater than the current market value of the companys shares. Options that are not exercised within six months following the restructuring will lapse. The Performance Incentive Plan (PIP) At the annual general meeting in 2003 shareholders approved the introduction of the PIP. Under the PIP the remuneration committee may grant selected executives base awards consisting of rights to acquire shares (called performance shares) and/or further rights (called matching shares) the latter conditional on the executive investing his other annual bonus in the purchase of Uniq plc shares which normally must be held for three years. For grants made in 2007 the performance conditions were not met and therefore lapsed on the date of maturity. For grants made in 2008 and 2009, the performance conditions were not met at the time of the restructuring and have therefore lapsed upon the restructuring becoming effective. During 2010, the remuneration committee, advised by Towers Watson, undertook a review of the effectiveness of the current long-term incentive arrangements and decided not to grant any awards under the PIP until a solution to address the pension scheme deficit was found. Consequently, no awards under the PIP were issued during 2010. At the general meeting on 25 February 2011 shareholders approved an increase to the individual award limit of the PIP to an amount equal to double the participants annual basic salary. The remuneration committee also amended the rules of the PIP so that, in the event of a change of control, awards may only vest subject to performance
and on a time-apportioned basis having regard to the period between the grant of the award and the change of control. As set out in the circular to shareholders on the 9 February 2011, following the successful restructuring, the remuneration committee intends to grant awards under the PIP to approximately 85 of the most senior managers over shares representing up to 5% of the companys issued share capital. In making a grant of awards under the PIP for 2011, the remuneration committee took into account the fact that no awards were issued under the PIP during 2010. The awards will vest after three years, if stretching performance targets are achieved in terms of absolute TSR and growth in EPS, with the base EPS figure being based on the 2010 pro forma accounts and adjusted for the restructuring. The maximum vesting of 100% is dependent upon the achievement of three years annual compound growth for each of these targets of 20%. Value Maximisation Plan To ensure the groups senior executives are appropriately incentivised and aligned with the interests of shareholders, the remuneration committee has introduced a short-term Value Maximisation Plan, the details of which were set out to shareholders in the circular dated 9 February. The key features of this scheme are: participation is limited to nine people, being the executive directors, senior executives at head office and managing directors of the business units; the participants in the scheme will receive a cash sum, the amount of which is dependent upon the achievement of pre-determined equity value realisation targets. The remuneration committee believes that these targets are extremely stretching and are in alignment with shareholders interests; each award will have a threshold level of performance, below which there will be no payment. The maximum award for exceptional performance under the scheme will range from 90% to 150% of base salary depending upon the seniority of the participants; the participants who receive payments pursuant to this scheme will not be entitled to a bonus under the companys normal annual bonus scheme for 2011 if they cease to be employed within the group for any reason prior to the normal payment date for that bonus (March 2012); the scheme will have a maximum duration of 12months; and
i f there is a change of control of the company within 12months, any payment to a participant under this scheme will be reduced by the value of any shares which the participant receives under the PIP as a result of such an event. If the maximum award were to be achieved on delivery of the maximum value realisation target, or higher, the total payment, based on current base salaries, would be approximately 1.75m. Note: The independent auditors report set out on pages 38 and 39 applies to the information contained in tables 1 to 4 on pages 36 to 37 and in the following sections of the remuneration report, so far as it relates to its proper preparation in accordance with Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008: directors emoluments; pensions; and defined benefit disclosure. Pensions Executive directors are entitled to be members of the groups main pension scheme. Those joining since March 2003 may join the DC scheme. Those joining before that date were in the DB scheme up to 30 September 2009. The company ceased accrual for future service for DB members effective from 1 October 2009 and the employees concerned transferred to the DC section of the pension scheme. Where it is not practical or advantageous to make pension provision, a non-pensionable cash supplement is paid in lieu of pension scheme membership. Up to 30 September 2009, Martin Beer was accruing a pension which would provide two-thirds of his final pensionable pay up to the HMRC earnings cap, payable from his normal retirement age of 62. HMRC ceased to define an earnings cap from 1 April 2006, however the company continued to apply a cap equivalent to the pre-April 1 2006 cap. At 1 April 2010 the cap was 123,600. Martin Beer contributed 6% of his salary up to the earnings cap to the HMRC-approved pension scheme during the period up to 30 September 2009. From 1 October 2010, Martin Beer took a transfer of his existing accrued rights out of the DB scheme into a personal pension arrangement. Following this transfer, the company has no further obligation to him in respect of DB pension on his salary up to the HMRC earnings cap. Martin Beer has made contributions of 3% of salary up to the HMRC earnings cap and the company made contributions of 25% of salary up to the earnings cap into the DC scheme.
Up to 31 March 2006 Martin Beer also accrued pension in relation to his salary above the earnings cap through an unfunded HMRC-unapproved (overcap) pension scheme. This overcap scheme was terminated and Martin Beer took a transfer of his existing rights into a personal pension arrangement. Following this transfer the company has no further obligation to him in respect of DB pension on his salary above the HMRC earnings cap. From 1 April 2006 he has received a salary supplement of 28% of his salary above the earnings cap payable to his personal pension arrangement. The principal terms of Martin Beers pension accrual during the period up to 30 September 2009 were: pensions in payment increased in line with retail price inflation subject to a maximum of 5% per year. In the event of death, the scheme also provided a pension of two-thirds of the members pension for a spouse, and additional pensions for young children, to give a total maximum of up to 100% of the individuals pension. In relation to his pension accruing after 1 April 2006 the increase in pension in line with retail price inflation was subject to a maximum of 2.5% per year rather than 5% per year. In calculating pension scheme transfer values, no allowance is made for discretionary benefits. A director in the approved pension scheme may take early retirement from age 50 with the companys consent but in such circumstances discount factors set by the scheme actuary would be applied, unless alternative agreement were reached. Geoff Eaton has elected not to become a member of the groups pension scheme and is paid instead a non-pensionable salary supplement of 20% of his base salary per annum in lieu of pension benefits. No other director is accruing any pension entitlement nor are they receiving a salary supplement in lieu. Directors contracts The remuneration committees policy on directors contracts is that executive directors should not have contracts with a rolling notice period exceeding 12 months. However, there may be circumstances where to attract the right candidate or in other special circumstances a longer initial term or a fixed term contract in excess of one year will be appropriate. It is the committees policy that normally contracts should not specify any contractual termination payments unless commercially this needs to be given in order to secure the directors appointment.
The Chief Executive, Geoff Eaton, has an employment contract dated 7 July 2005 as amended on 22 March 2007 which can be terminated by the company giving one years notice or the employee by nine months notice. The Finance Director, Martin Beer, has an employment contract dated 8May 2002, which can be terminated by the company giving one years notice or the employee giving six months notice. There are no express provisions in either contract relating to payments on early termination and they would only be entitled to compensation as provided by law, which would normally be subject to a duty to mitigate. On 19 October 2010, the Board approved a stay bonus for Martin Beer. He will receive a cash payment of 148,800 on 30 June 2011 provided he remains in employment on that date, save for earlier termination by the company for a permitted reason (being redundancy, ill-health, injury, disability or death or any other reason (other than misconduct) at the overriding discretion of the remuneration committee) or in the event of a change of control of the company due to a takeover, in which case he will be entitled to the full cash payment. This stay bonus replaces any entitlement to an annual bonus for 2011. Accordingly, Martin Beer will not be entitled to any annual cash bonus in respect of the year ending 31 December 2011. In addition, he will only be entitled to a bonus under the short-term value maximisation plan described in the equity incentives section above, if, and to the extent that, it exceeds 148,800. The Chairman, John Warren, currently has a three-year fixed contract of employment with the company which commenced on 16 March 2007, as amended on 6 July 2009; it is subject to one years notice by either party. From 25 June 2009 his fee was 75,000 p.a. There are no express provisions regarding compensation on termination. He receives no pension or other benefits. Non-executive directors receive a fee of 30,000 p.a. and the chairmen of the remuneration committee and the audit committee each receive an additional fee of 7,500 p.a. The non-executive directors have individual letters of appointment. John Warren was re-elected at the AGM in 2010 for a further three-year term which expires at the AGM in 2013. Matthew Litobarskis current appointment runs to the AGM in 2011 at which time he will leave the company and Belinda Goodings to the AGM in 2012.
All of them can be terminated at any time by one years notice and may be renewed for a further term when they expire. These letters of appointment do not contain any provisions on termination payments. With the approval of the board, executive directors may accept one external appointment as non-executive director of any other company and retain any related fees paid to them. None of the executive directors hold an external quoted company appointment at the current time. Directors are entitled to be reimbursed for reasonable expenses necessarily incurred in the performance of their duties.
Directors emoluments Table 1

Salary and fees 000 Bonus 000 Taxable benets 000 Pension 000 Year to 31.12.10 Total 000 Year to 31.12.09 Total 000
Director
John Warren* Martin Beer Geoff Eaton Belinda Gooding* Matthew Litobarski* Ross Warburton (resigned 25.6.09)* Totals
Notes: * Non-executive directors. Includes 72,036 (2009: 72,036) payment in lieu of pension. # Includes 34,933 (2009: 35,364) paid to a self invested personal pension.
83 248 360 30 38 759
99 180 279
16 88 104
66 # 66
83 429 628 30 38 1,208
60 555 825 30 38 75 1,583
As disclosed in 2009, on closure of the defined benefit pension scheme to future accrual at 30 September 2009, Martin Beer transferred out his deferred pension with a transfer value of 566,530 to a personal pension arrangement, which has extinguished the pension schemes liability to provide him with a pension of 46,606 per annum. Share options Table 2
Executive director Date of grant Exercise price (p) No. of options at 01.01.10 Options lapsed No. of options at 31.12.10 Normal excercise dates
Martin Beer
06.07.00 12.06.01 17.06.02
251.0 210.0 161.5
Totals
49,800 50,000 110,000 209,800
49,800 49,800
50,000 110,000 160,000
06.07.03 05.07.10 12.06.04 11.06.11 17.06.05 16.06.12
No executive options were awarded to, or exercised by, directors during the year or in the prior year. All outstanding executive options have subsequently been adjusted to take account of the variation in the capital of the company as a result of the restructuring.
Performance incentive plan Table 3

Class of award Date of grant Market value at date of grant (p) Shares held at 01.01.10 Shares lapsed Shares held at 31.12.10 Expiry or Normal excercise dates
Executive director
Martin Beer Matching Performance Performance Performance Geoff Eaton Matching Performance Performance Performance Totals 02.04.07 02.04.07 30.04.08 19.05.09 191.75 191.75 102.75 21.0 120,469 51,630 338,686 285,000 1,267,256 120,469 51,630 281,709 338,686 285,000 985,547 02.04.10 01.04.17 02.04.10 01.04.17 30.04.11 29.04.18 19.05.12 18.05.19 02.04.07 02.04.07 30.04.08 19.05.09 191.75 191.75 102.75 21.0 74,252 35,358 186,861 175,000 74,252 35,358 186,861 175,000 02.04.10 01.04.17 02.04.10 01.04.17 30.04.11 29.04.18 19.05.12 18.05.19
No PIPs were exercised by directors during the year or in the prior year. No new PIPs were awarded during the year 2010. In March 2011 as a consequence of the restructuring, all outstanding PIP awards of the directors in the above table failed to meet the relevant performance conditions and have lapsed. Directors shareholdings Table 4
Holding at 01.01.10 ordinary shares fully paid Holding at 31.12.10 ordinary shares fully paid
Director
John Warren Martin Beer Geoff Eaton Belinda Gooding Matthew Litobarski Totals
58,230 67,910 251,303 1,502 3,000 381,945
58,230 67,910 251,303 1,502 3,000 381,945
There have been no changes in the directors shareholdings between the year end and up to the date of this report save for the adjustment to take account of the variation in the capital of the company as a result of the restructuring. Approved on behalf of the board Matthew Litobarski Chairman of the remuneration committee 26 April 2011
38 Financial statements
Independent Auditors report to the members of Uniq plc

We have audited the financial statements of Uniq plc for the year ended 31 December 2010 set out on pages 40 to 81. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the EU and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006. This report is made solely to the companys 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 companys 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 companys 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 Directors Responsibilities Statement set out on page 21, 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 Boards (APBs) Ethical Standards for Auditors. Scope of the audit of the nancial statements A description of the scope of an audit of financial statements is provided on the APBs website at www.frc.org.uk/apb/scope/UKP. Opinion on nancial statements In our opinion: the financial statements give a true and fair view of the state of the groups and of the parent companys affairs as at 31 December 2010 and of the groups profit for the year then ended; the group financial statements have been properly prepared in accordance with IFRSs as adopted by the EU; the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the EU and as applied in accordance with the provisions of the Companies Act 2006; and the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the group financial statements, Article 4 of the IAS Regulation. Opinion on other matters prescribed by the Companies Act 2006 and under the terms of our engagement In our opinion: the part of the Directors remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006; the information given in the Directors report for the financial year for which the financial statements are prepared is consistent with the financial statements; and information given in the Corporate Governance Statement set out on pages 27 to 31 with respect to internal control and risk management systems in relation to financial reporting processes and about share capital structures is consistent with the financial statements.
39 Financial statements Independent Auditors report
Matters on which we are required to report by exception We have nothing to report in respect of the following: nder the Companies Act 2006 we are required to report U to you if, in our opinion: adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or the parent company financial statements and the part of the Directors Remuneration Report to be audited are not in agreement with the accounting records and returns; or certain disclosures of directors remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit; or a Corporate Governance Statement has not been prepared by the company Under the Listing Rules we are required to review: the directors statement, set out on page 31, in relation to going concern; the part of the Corporate Governance Statement on pages 27 to 31 relating to the companys compliance with the nine provisions of the June 2008 Combined Code specified for our review; and certain elements of the report to shareholders by the board on directors remuneration. R M Yasue (Senior Statutory Auditor) for and on behalf of KPMG Audit Plc, Statutory Auditor Chartered Accountants Arlington Business Park Theale Reading RG7 4SD 26 April 2011
Group income statement
2010 Before signicant items m Signicant items (note 7) m Before signicant items m Signicant items (note 7) m
2009
Note
Total m
Total m
Continuing operations Revenue Cost of sales Gross profit Distribution expenses Administrative expenses Operating prot/(loss) Net pension interest Finance income Finance expenses Net finance charges Loss before tax Income tax expense Loss from continuing operations Discontinued operations Profit/(loss) from discontinued operations (net of tax) Prot/(loss) for the year Profit/(loss) attributable to equity holders of the company Profit/(loss) per ordinary share Basic and diluted Continuing operations Discontinued operations Average Euro exchange rate
The notes on pages 45 to 81 form part of these nancial statements.
4,5 8 8 8
311.9 (264.3) 47.6 (18.3) (25.2) 4.1 (12.1) 1.2 (2.0) (12.9) (8.8) (8.8)
(2.4) (2.4) (2.4) (2.4)
311.9 (264.3) 47.6 (18.3) (27.6) 1.7 (12.1) 1.2 (2.0) (12.9) (11.2) (11.2)
287.2 (246.5) 40.7 (16.4) (26.2) (1.9) (12.7) 1.5 (4.7) (15.9) (17.8) (0.4) (18.2)
(0.7) (0.7) (0.7) (0.7)
287.2 (246.5) 40.7 (16.4) (26.9) (2.6) (12.7) 1.5 (4.7) (15.9) (18.5) (0.4) (18.9)
22 4
3.2 (5.6)
32.2 29.8
35.4 24.2
10.0 (8.2)
(12.0) (12.7)
(2.0) (20.9)
(5.6) 10
29.8
24.2
(8.2)
(12.7)
(20.9)
21.3p (9.8p) 31.1p 1.17
(18.4p) (16.6p) (1.8p) 1.12
Group statement of comprehensive income
2010 m
2009 m
Prot/(loss) for the year Other comprehensive income/(expense) Actuarial loss recognised on the pension schemes Effective portion of changes in fair value of cash flow hedges Foreign currency translation differences for foreign operations Cumulative foreign exchange related to disposal of businesses recycled to income statement (note 21) Net gain on hedge of net investment in foreign operation Other comprehensive expense for the year, net of tax Total comprehensive expense for the year Total comprehensive expense attributable to equity holders of the company
24.2 (1.2) 0.1 0.1 (30.3) 0.1 (31.2) (7.0) (7.0)
(20.9) (81.9) (0.1) (3.1) (1.7) 0.8 (86.0) (106.9) (106.9)
Balance sheets
Group Note 2010 m 2009 m 2010 m
Company 2009 m
Assets Non-current assets Property, plant and equipment Intangible assets Other debtors Restricted cash Deferred tax assets Investments Current assets Inventories Trade and other receivables Cash and cash equivalents Assets classified as held for sale Total assets Liabilities Non-current liabilities Retirement benefit obligations Provisions Current liabilities Borrowings Trade and other payables Derivative financial liabilities Provisions Income tax liabilities Liabilities associated with assets classified as held for sale Total liabilities Total assets less liabilities Equity Shareholders equity Total called up share capital Share premium Other reserves Retained earnings Total equity attributable to equity holders of the company Closing Euro exchange rate
12 13 18 14 15 16
80.4 30.5 13.9 124.8 13.8 33.2 10.8 57.8 182.6
76.3 30.5 5.4 97.0 13.9 223.1 11.2 34.6 17.2 101.6 164.6 387.7
89.5 89.5 0.1 8.8 8.9 98.4
97.0 89.5 186.5 0.1 12.9 13.0 199.5
17 18 19 20
27 25
149.4 0.8 150.2 41.6 5.0 7.7 54.3 204.5 (21.9)
235.1 0.3 235.4 27.3 44.6 0.1 13.0 8.7 73.8 167.5 402.9 (15.2)
63.4 63.4 63.4 35.0
27.0 136.8 0.1 163.9 163.9 35.6
23 24 26 25 20
28
29
11.5 0.1 (330.2) 296.7 (21.9) 1.16
11.5 0.1 (300.2) 273.4 (15.2) 1.11
11.5 0.1 23.4 35.0
11.5 0.1 (0.1) 24.1 35.6
The financial statements were approved by the board of directors on 26 April 2011 and signed on its behalf by: Geoff Eaton Chief Executive Martin Beer Finance Director
Group statement of changes in equity
Group
Share capital m
Share premium m
Merger reserve m
Hedging reserve m
Translation reserve m
Retained earnings m
Total m
Changes in equity for 2009 At 1 January 2009 Total comprehensive income/(expense) for the year Share-based compensation charge At 31 December 2009 Changes in equity for 2010 Total comprehensive income/(expense) for the year Share-based compensation charge At 31 December 2010
11.5 11.5
0.1 0.1
(330.2) (330.2)
(0.1) (0.1)
34.1 (4.0) 30.1
375.4 (102.8) 0.8 273.4
90.9 (106.9) 0.8 (15.2)
11.5
0.1
(330.2)
0.1
(30.1)
23.0 0.3 296.7
(7.0) 0.3 (21.9)
Further details on the statement of changes in equity are disclosed in note 29.
Company
Share capital m
Share premium m
Hedging reserve m
Retained earnings m
Total m
Change in equity for 2009 At 1 January 2009 Total comprehensive expense for the year Loss for the year Effective portion of changes in fair value of cash flow hedges Share-based compensation charge At 31 December 2009 Change in equity for 2010 Total comprehensive expense for the year Loss for the year Effective portion of changes in fair value of cash flow hedges Share-based compensation charge At 31 December 2010
11.5 11.5
0.1 0.1
(0.1) (0.1)
67.9 (44.1) 0.3 24.1
79.5 (44.1) (0.1) 0.3 35.6
11.5
0.1
0.1
(0.7) 23.4
(0.7) 0.1 35.0
Cash flow statements
Group Note 2010 m 2009 m 2010 m
Company 2009 m
Cash ows from operating activities Profit/(loss) for the year Income tax expense Net finance expense Depreciation and amortisation Asset impairment Reversal of asset impairment Charge for share-based payments Loss on disposal of property, plant and equipment Loss on disposal of intangible assets-software (Profit)/loss on disposal of businesses Gains on curtailment and settlements on pensions Difference between pension charge and cash contribution (Increase)/decrease in inventory (Increase)/decrease in accounts receivable (Increase)/decrease in accounts payable Decrease in working capital Decrease in provisions Cash (utilised by)/generated from operations Interest paid Interest received Income tax (paid)/received Net cash (utilised by)/generated from operating activities Cash ows from investing activities Disposal of businesses, net of cash disposed of Purchases of property, plant and equipment Proceeds from sale of property, plant and equipment Purchases of intangible assets Net cash inflow from investing activities Cash ows from nancing activities Cash (repayments)/inflow from borrowings Payment of transaction costs for related borrowings Payment of finance lease Cash inflow/(outflow) included in restricted cash Net cash inow from nancing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of period Effect of foreign exchange rate changes Cash and cash equivalents at end of period Cash and cash equivalents consist of: Cash at bank and in hand continuing Bank overdrafts continuing Cash at bank and in hand held for sale
24.2 0.5 13.1 9.9 1.6 0.3 (32.9) (98.6) (2.0) (1.3) (6.7) (10.0) (1.6) (93.5) (1.7) 0.7 (1.3) (95.8) 21 26.8 (15.7) 2.2 13.3 (27.5) (0.2) 97.0 69.3 (13.2) 23.9 0.1 10.8 10.8 10.8
(20.9) 1.7 17.9 11.2 7.6 (1.7) 0.5 0.9 0.2 2.0 (5.7) (5.1) 3.8 8.9 (35.3) (22.6) (16.4) (30.4) (3.5) 1.6 1.3 (31.0) 57.1 (18.6) (0.3) 38.2 4.4 (1.2) (1.5) (1.4) 0.3 7.5 17.9 (1.5) 23.9 17.2 (0.3) 7.0 23.9
(0.7) (0.3) 1.0 (73.0) (73.0) (73.0) (1.7) 0.9 (73.8) (27.5) 97.0 69.5 (4.3) 12.9 0.2 8.8 8.8 8.8
(44.1) 0.6 2.2 41.3 0.8 6.5 7.3 7.3 (2.8) 1.5 6.0 3.2 (1.4) 1.8 7.8 6.2 (1.1) 12.9 12.9 12.9
14
19 23 20
Notes to the financial statements

1. Accounting policies Accounting convention and basis of preparation Basis of preparation Going concern The groups business activities, together with further information on the factors likely to affect its future development, performance and position are set out in the Performance review on pages 8 to 15. The financial position of the group, its cashflow, liquidity position and borrowing facilities are described in the Financial Review on pages 16 to 19. In addition notes 3 to 26 to the financial statements include the groups policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit risk and liquidity risk. The group has net liabilities of 21.9m as at 31 December 2010 and made a loss from continuing operations of 11.2m, including 2.4m of significant items, for the year then ended. During 2010 the company and the group met their day to day working capital requirements and medium term funding requirements through a multi-currency revolving facility. The loan under the facility was repaid when the facility of 35m expired on 31 December 2010. A new facility was signed off on 9 February 2011 which became available on the completion of the pension restructuring deal. This new facility provides a three year 15m term loan with a six monthly repayment of 1.5m and a revolving credit facility of 10m. At the date of authorisation of the financial statements, the terms of the facility, including covenants, were met. The directors have prepared trading cash flow forecasts based on normal creditor and debtor terms for a period in excess of a year from the date of approval of these financial statements. In preparing theses forecasts the directors have assumed: that trading relationships with key customers are at levels and terms similar to prior years, unless otherwise notified; that sales growth is secured and delivered and that planned cost savings are achieved. These forecast show that before sensitivities, and after sensitivities (combined with mitigating factors), the total facility is not exceeded over the duration of the facility, the covenants are not breached and there are no events of default. The sensitivities mainly relate to changes in sales volume and margin. The mitigating factors include reduction in discretionary spend such as capital expenditure and cost reduction programmes. Should the actual results for 2011 not meet the forecast levels the groups ability to remain within the facility and covenants will depend on the mitigating factors. The directors of the group have reviewed the forecasts, together with the sensitivities and mitigating factors and expect that the group will be able to meet its liabilities as they fall due and therefore consider it appropriate to prepare the financial statements on a going concern basis. These financial statements do not include any adjustments that would result from the basis of preparation being inappropriate. Statement of compliance Uniq plc is a company incorporated in the UK. The group financial statements consolidate those of the company and its subsidiaries (together referred to as the group). The parent company financial statements present information about the company as a separate entity and not about its group. Both the parent company financial statements and the group financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards (IFRS), International Accounting Standards (IAS) and related IFRIC interpretations in issue, that have been endorsed by the European Commission and are effective at 31December 2010, or where the group has chosen to early adopt at 31December 2010 (adopted IFRS). In publishing the parent company financial statements here together with the group financial statements, the company has taken advantage of the exemption in s408 of the Companies Act 2006 not to present its individual income statement and related notes that form a part of these approved financial statements.
46 Financial statements Notes to the nancial statements
The financial statements are prepared on the historical cost basis except that the following assets and liabilities are stated at their fair value: derivative financial instruments and financial instruments classified as fair value through the profit or loss. Non-current assets and disposal groups held for sale are stated at the lower of previous carrying amount and fair value less costs to sell. New accounting policies and future requirements The following standards or interpretations, issued by the IASB or the IFRIC that are relevant to the group came into effect during the year and have been adopted by the group: Amendments to IFRIC 14 Prepayments of a minimum funding requirement this amendment relates to defined benefit schemes which fall under IAS 19 Employee Benefits, however the group and its subsidiaries are not in a contribution prepayment position in this financial year. Amendments to IFRS 2 Group cash-settled share based payment transactions although the group has share based payments, the parent company did not settle any share-based arrangements on behalf of the subsidiaries during the period. The standards listed above did not have a significant effect on the consolidated results or financial position of the group or the company. New standards and interpretations not yet adopted A number of new standards, amendments to standards and interpretations are not adopted as they are not yet endorsed by the European Commission for this period. None of these will have an effect on the consolidated financial statements of the group apart from possible additional disclosures. Financial year The financial statements are prepared to reflect trading up to the Saturday nearest to the accounting reference date. This years income statement covers the 53-week period ended 1 January 2011. Last years income statement covered the 52 weeks ended 26 December 2009. Consolidation Subsidiaries are fully consolidated from the date on which control is transferred to the group. Control exists when the group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. They are deconsolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries by the group.
Prior to 1 January 2010, the cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Post 1 January 2010, costs directly attributable to the acquisition are expensed as incurred. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair value of the groups share of the net fair value of the identifiable assets, liabilities and contingent liabilities acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the groups share of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Foreign currency translation The consolidated financial statements are presented in pounds sterling, which is the groups and the companys presentation currency. Foreign currency transactions are translated into the respective functional currency of group entities (the currency of the primary economic environment in which an entity operates) using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. The results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: assets and liabilities are translated at the closing rate at the date of that balance sheet; income and expenses are translated at average exchange rates; and all resulting exchange differences are recognised as a separate component of equity. Since the groups date of transition to adopted IFRS, exchange differences arising on the translation of foreign operations have been recognised directly in equity.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, that are effective are taken to shareholders equity with the ineffective portion taken to the income statement. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Signicant items Significant items are those items of financial performance which, because of size or incidence, require separate disclosure to enable underlying trading performance to be assessed. Revenue recognition Revenue represents the value of sales to customers outside the group net of discounts, allowances, volume and promotional rebates and other payments to customers and excludes value-added tax. Sales of goods are recognised when a group entity has delivered products to the customer; the customer has accepted the products and collectability of the related receivable is reasonably assured. Finance income/expense Finance income/expense includes the following: exchange differences arising on monetary items and all fair value gains and losses on derivative financial instruments and corresponding adjustments to hedged items (excluding the effective portion of the hedge relationship which is taken to equity) under designated fair value hedging relationships; amortisation of finance arrangement fees; discounting on long term balance sheet items; interest payable/receivable on cash and cash equivalents and borrowings; and IAS 19 pension finance costs comprising the expected return on pension fund assets less the interest on pension fund liabilities. Finance income and expense is recognised in the income statement as it accrues, using the effective interest method. Investments Investments in subsidiary undertakings are shown at cost, less impairment.
Property, plant and equipment All property, plant and equipment is shown at cost, less subsequent depreciation and applicable impairment, except for land, which is shown at cost less impairment. Assets under construction are included in tangible fixed assets on the basis of expenditure incurred at the balance sheet date. Except for Tooling, depreciation is calculated using the straight-line method to allocate the cost of each asset to its residual value over its estimated useful life as follows: Buildings up to 50 years Plant and machinery up to 10 years Equipment and motor vehicles up to 6 years Land is not depreciated Property, plant and equipment acquired under finance leases are depreciated over the shorter of the assets useful life and the lease term. Tooling is depreciated over the expected life of supply either by including a proportion of the cost against each item supplied or allocating the cost evenly over the anticipated life of supply. Where the Tooling ceases to be used, the remaining cost is charged in full to the income statement. Depreciation methods, useful lives and residual values are reviewed at each balance sheet date. Intangible assets Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the groups share of the net identifiable assets, liabilities and contingent liabilities of the acquired subsidiary at the date of acquisition. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. On disposal of a subsidiary the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Goodwill arising on acquisitions prior to 31 March 2004 has been retained at the previous UK GAAP amounts subject to being tested for impairment. Research and development Research expenditure is recognised as an expense as incurred. Cost incurred on development projects are recognised as intangible assets when it meets the recognition criteria of IAS 38 Intangible Assets. Development costs that have a finite useful life that have been capitalised are amortised from the commencement of the commercial production of the product on a straight-line basis over the period of its expected benefit (not exceeding five years).
Costs incurred on creating new recipes and products are not recognised as intangible assets as they do not meet the identification and recognition criteria in IAS38 for an intangible asset. Such costs are expensed as incurred. Computer software Acquired computer software is capitalised on the basis of the costs incurred to acquire and bring to use the specific software and amortised using the straight-line method over their estimated useful lives (three to five years). Computer software development costs that are directly associated with the implementation of major business systems are recognised as intangible assets and are amortised using the straight-line method over their estimated useful lives. Impairment of assets Non-nancial assets The carrying amounts of the groups non-financial assets, other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there is an indication of impairment. If any such indication exists, then the assets recoverable amount is estimated. For goodwill and intangible assets that have an indefinite useful life or are not yet available for use, the recoverable amount is estimated at each reporting date. The recoverable amount of an asset or cash-generating unit (CGU) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable CGUs. An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount being the higher of an assets fair value less costs to sell and value in use. Impairment losses are recognised in profit and loss. Impairment losses recognised in respect of CGU are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the group (group of units) on a pro rata basis. An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for
any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Financial assets A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between the carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. All impairment losses are recognised in the profit or loss. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised costs, the reversal is recognised in the profit or loss statement. Leases Leases are classified as finance leases where substantially all the risks and rewards of ownership are transferred to the group. Finance leases are capitalised at the leases inception at the lower of the fair value of the leased asset and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. Assets acquired under finance leases are depreciated over the shorter of the assets useful life and the lease term. Leases other than finance leases are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease. Inventories Inventories are stated at the lower of cost, including attributable overhead expenditure, and net realisable value. Cost is determined using the first-in-first-out (FIFO)
method and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of overheads based on normal operating capacity. Taxation Current tax is based on taxable profit for the year and any adjustment to tax payable in respect of previous years. The groups liability for current tax is calculated using rates that have been enacted or substantively enacted at the balance sheet date. 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. Deferred tax is provided, using the liability method, on all temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow the deferred tax asset to be utilised. Deferred tax assets and liabilities are recognised for all deductible temporary differences except in respect of deductible temporary differences associated with investments in subsidiaries in which case deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised. Share-based compensation In terms of IFRS 2 Share-based Payments, an expense is not recognised in respect of equity-settled share options granted before 7 November 2002 and vested before 1January 2005. The shares are recognised when the options are exercised and the proceeds received are allocated to reserves.
The group operates an equity-settled share-based compensation plan whereby the company grants share based payments to the employees of its subsidiary companies. The fair value of the options granted under this plan are calculated using a Monte Carlo simulation model, which takes into account the probability of meeting the marketbased vesting conditions. The total amount to be expensed over the vesting period is determined by reference to the options granted and the estimated number of options expected to vest after adjusting for lapses due to leavers during the vesting period and achievement of any non-market based vesting conditions. At each balance sheet date prior to vesting of the relevant awards the group revises the estimates of the number of options that are expected to vest after adjusting for expected leavers and estimated achievement of non-market based vesting conditions. The grant date fair value of options granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the options. It recognises the impact of the revision of original estimates, if any, in the income statement, and a corresponding adjustment to equity. When a share-based payment arrangement contains a non-vesting condition, the fair value is discounted to reflect such a condition and there is no true-up for differences between expected and actual outcomes. In addition, one of the group companies also operated a cash-settled share-based compensation plan. For cash-settled share-based compensation plans, a liability equal to the portion of the goods or services received is recognised at the current fair value determined at each balance sheet date. The liability is re-measured at each reporting date and at settlement date. Any change in the fair value of the liability is recognised as payroll costs in the income statement. A deferred tax asset is calculated for outstanding share options based on the current share price at the end of each year, and the relative exercise price. The deferred tax asset is only recognised in the income statement for each share option scheme to the extent that a share-based payment expense has been charged in the income statement for that scheme. The remaining deferred tax asset calculated is recognised directly in equity. Dividend distribution Dividends to shareholders of Uniq plc are recognised as a liability in the period that they are approved by the shareholders.
Grants Grants relating to assets are initially set up as deferred income. It is then recognised as income on a systematic basis over the useful life of the related depreciable assets. A government grant is not recognised until there is a reasonable assurance that it will be received and that the group will comply with the conditions associated with the grant. Provisions A provision is recognised in the balance sheet when the group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits would be required to settle the obligation. A provision for restructuring is recognised when the group has approved a detailed and formal restructuring plan and announced its main provisions. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost. Retirement benet obligations The groups companies operate or contribute to various different types of pension schemes. These include both defined benefit and defined contribution plans. A defined benefit plan is a pension plan that defines the amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and pay at or close to the time of retirement. Actuarial gains and losses are recognised in full in the period in which they occur. As permitted by the standard, actuarial gains and losses are recognised outside profit or loss and presented in the statement of comprehensive income. The liability recognised in the balance sheet represents the present value of the defined benefit obligation, as reduced by the fair value of plan assets. The discount rate is set by reference to yields on high quality sterling corporate bonds, which is taken to be AA-rated for IAS19 purposes, taking into account the duration of the Schemes liabilities. The cost of providing benefits is determined using the Projected Unit Credit Method.
Past-service cost is recognised immediately in income, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past-service cost is amortised on a straight-line basis over the vesting period. When the actuarial calculation results in a benefit to the group the recognised asset is limited to the total of any unrecognised past service costs and the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements that apply to any plan within the group. An economic benefit is available to the group if it is realisable during the life of the plan or on settlement of the plan liabilities. Any curtailment gain/(loss) is measured using actuarial assumptions appropriate at the time when the terms of the scheme were amended. For defined contribution plans, the group pays contributions to company administered or third party pension plans on a contractual basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available. Discontinued operations A discontinued operation is a component of the groups business that represents a separate major line of business or geographical area that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative income statement is re-presented as if the operation had been discontinued from the start of the comparative period. Segment reporting The group determines and presents operating segments based on the information internally provided to the CEO, the chief operating decision maker for the purposes of making strategic decisions and monitoring of segment
performance, which conforms to the requirements of IFRS8, Operating Segments. The groups primary format for segment reporting is its business products, namely Desserts and Food to Go. Inter-segment pricing is determined on an arms length basis. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the groups headquarters), the UK retirement benefit obligation, head office expenses, cash, borrowings and income tax assets and liabilities. Segment capital expenditure is the total costs incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill. Financial instruments Non-derivative nancial instruments Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, restricted cash, loans and borrowings and trade and other payables. Non-derivative financial instruments are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are carried at amortised cost using the effective interest rate method, less any impairment losses. Cash and cash equivalents comprise cash balances and call deposits excluding bank overdrafts. Bank overdrafts that are repayable on demand and form an integral part of the groups cash management are included as a component of cash and cash equivalents for the purposes of the cash flow statements. Restricted cash comprises an amount which was placed into a secure account in favour of the UK pension fund. Derivative nancial instruments The group uses various derivative financial instruments to manage exposure to foreign exchange risks. These include forward currency contracts and currency swaps. The group also uses interest rate swaps to manage interest rate exposures. The group does not use derivative financial instruments for speculative trading purposes.
erivatives are initially accounted for and measured at fair D value on the date a derivative contract is entered into and subsequently measured at fair value. The accounting treatment of derivatives classified as hedging instruments depends on their designation, which occurs on the date that the derivative contract is committed to. The group designates derivatives as: a hedge of the exposure to variability in cash flows that are attributable to a particular risk associated with a recognised asset or liability or of a highly probable forecasted transaction or the foreign exchange risk of a firm commitment which could affect the profit or loss (cash flow hedge); and a hedge of a net investment in a foreign entity or operation (Net investment hedge). Cash ow hedge Where a derivative financial instrument is designated as a cash flow hedge of a recognised asset or liability, or a highly probable forecasted transaction, any gain or loss on the derivative financial instrument is recognised directly in equity to the extent it is effective. The cumulative gain or loss is removed from equity and recognised in the income statement in the same period or periods during which the hedged forecast transaction affects the income statement. When the forecasted transaction subsequently results in the recognition of a non-financial asset or non-financial liability, the associated cumulative gain or loss is removed from equity and included in the initial cost or other carrying amount of the non-financial asset or liability. Net investment hedge Where the group hedges net investments in foreign entities through currency borrowing, the gains or losses on the retranslation of the borrowings (up to the opening net investment) are recognised in equity. If the group uses derivatives as the hedging instrument, the effective portion of the hedge is recognised in equity with any ineffective portion being recognised in the income statement. Gains and losses accumulated in equity are recycled through the income statement on disposal of the foreign entity. Discontinued hedge accounting Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised, or no longer qualifies for hedge accounting or the group revokes designation of the hedging relationship. At that time, any cumulative gain or loss on the hedging instrument
recognised in equity is retained in equity until the highly probable forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to the income statement for the period. Forward exchange contracts Forward exchange contracts (FX contracts) which hedge currency assets and liabilities are recognised in the financial statements together with the assets and liabilities that they hedge. Both realised and unrealised gains and losses on FX contracts which hedge future sales and purchases are recognised in the income statement. Gains and losses on financial instruments that are not related to the groups hedging activities are recognised as finance income or expense. Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effect. 2. Critical accounting estimates and assumptions 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. The estimates and assumptions that could 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. Retirement benet obligations A number of accounting estimates and judgements are incorporated within the provision for post retirement obligations. These are described in more detail in note 27. Share-based payments Note 29 measurement of share-based payments. Goodwill Note 13 measurement of the recoverable amounts of the cash generating units (CGUs) containing goodwill. The recoverable amounts of CGUs were measured based on the higher of value in use and fair value less costs to sell. The assessment of the value in use involves a degree of judgement based on management estimate of future potential revenue and profit. Provisions Note 25 provisions.
Contingent Liabilities Note 32 Contingent liabilities. Taxation There are many transactions and calculations for which the ultimate tax determination is uncertain. Significant judgement is required in determining the groups tax assets and liabilities. Deferred tax assets have been recognised to the extent they are recoverable based on profit projections for future years approved by senior management. Income tax liabilities for anticipated issues have been recognised based on estimates on whether additional tax will be due. Notwithstanding the above, the group believes that it will fully recover all tax assets and has adequate tax provisions to cover all risks across all business operations. 3. Financial risk management Overview The group has exposure to the following risks from its use of financial instruments: credit risk; liquidity risk; and market risk This note presents information about the groups exposure to each of the above risks and the groups policies and processes for measuring and managing these risks. The risks are managed centrally following board approved policies. The group operates a centralised treasury function in accordance with board approved policies and guidelines covering funding and management of foreign exchange exposure and interest rate risk. Transactions entered into by the treasury function are required to be in support of, or as a consequence of, underlying commercial transactions. Exposure to interest rate fluctuations are partly managed through the use of interest rate swaps and forward rate agreements. Objectives for the mix between fixed and floating rate borrowings are established by the board so as to seek to reduce the impact of adverse variations in interest rates on the groups profit and cash flow. The group does not engage in holding speculative financial instruments or their derivatives. Further quantitative disclosures are included throughout these consolidated financial statements. The board of directors has overall responsibility for the establishment and oversight of the groups risk management framework. An embedded risk management process is in place, which seeks to identify the most significant risks
facing each business and the group, and reports on how those risks are being managed. This process requires the business units to produce risk registers identifying and evaluating significant risks which may affect their business and to consider what action can and should reasonably and cost effectively be taken to reduce them to an acceptable level. The process culminates in the production of a group risk register including a review of significant central risks. This register is reviewed and maintained on an ongoing basis. The group audit committee reviews the risk review procedure carried out by the group with the aim of ensuring that, where possible and appropriate to do so in the context of the business, reasonable steps are taken by the group to mitigate such risks. 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 principally from the groups receivables from customers and investment securities. Trade and other receivables The groups exposure to credit risk is influenced mainly by the individual characteristics of each customer. The majority of the groups customers are large, established retail organisations with good credit records and thus have a lower risk of default. Most of them have been transacting with the group for a number of years. The group assigns credit limits to its customers based on a review of external credit ratings. The groups policy is to provide for bad debts based on the specific circumstances of each debtor. Approximately 57% (2009: 54%) of the groups revenue is attributable to sales transactions with a single customer. This customer pays between 14 and 21 days thus the group has a reduced concentration of credit risk. Cash and cash equivalents The group limits its exposure to credit risk by only using banks with a credit rating of at least Aa3 from Moodys and A+ from Standard and Poors. Given these high credit ratings, management does not expect any counterparty to fail to meet its obligations. Guarantees The groups policy is to provide financial guarantees only to wholly owned subsidiaries. Liquidity risk Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The groups approach is to monitor cash flow forecasts on a weekly
basis to ensure that it has sufficient liquidity to meet its liabilities when they become due. Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the groups 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 return. Currency risk The groups exposure to foreign currency is primarily on purchases in Euro, following the disposal of the European operations. Contracted transactional exposures are fully hedged at the point in time when they become contracted. Forecast transactional exposures are reviewed and hedged on a case by case basis. Hedging is achieved using forward foreign exchange contracts. Interest rate risk The groups objective is to minimise the impact of interest rate volatility on interest cost to protect earnings. This is achieved by reviewing both the amount of floating rate indebtedness over a certain period of time and its sensitivity to interest rate fluctuations. From time to time, the group may take out interest rate swaps in order to mitigate the groups exposure to interest rates on floating debt. However, during the year, as part of the groups strategy, some of the net proceeds from various disposals of businesses transactions were used to repay part of its facility loans. Therefore, the group believes that the exposure to interest rate risk was minimal. Other market price risk The groups Pension Trustees are responsible for setting investment principles in place. The funds are predominantly held in equity investments, bonds and/or gilts in such proportions as the Trustees, guided by the investment advisors, consider appropriate from time to time. Capital management The boards policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The board of directors monitors the return on trading capital employed (ROTCE) for each operating division as well as for the group. ROTCE represents operating profit before significant items as a percentage of trading capital employed (as adjusted for the effect of the timing of major acquisitions and disposals).
4. Segment analysis The groups reportable segments under IFRS 8 Reporting Segments are Desserts and Food To Go. These product segments are regularly reported to the groups management for the purposes of making strategic decisions and monitoring of its segment performance. Desserts segment operates from two sites Minsterley and Evercreech producing trifles, desserts, yoghurts and cottage cheese. Although these are two operating segments, they have been aggregated under the Desserts segment as they met the same aggregation criteria under IFRS 8. Food to Go segment operates from two sites Northampton and Spalding producing sandwiches, wraps, caf hot food, sandwich fillers and dressed salads. Although these are two operating segments, they have been aggregated under Food to Go segment as they met the same aggregation criteria under IFRS 8. The discontinued businesses in the year were the German and Polish businesses, part of the discontinued Northern Europe reportable segment. The segment information reported below does not include any amounts for these discontinued operations, which are described in more detail in note 22. 4.1. Segment revenue and results
Segment revenue 2010 m 2009 m Segment result before signicant items 2010 m 2009 m
Desserts Food to Go Reportable segments Corporate expenses (unallocated) Operating Prot/(loss) before signicant items Significant items Operating Profit/(loss) after significant items Net finance expense Loss before tax Income tax expense Loss from continuing operations Profit/(loss) from discontinued operations (net of tax) (note 22) Prot/(loss) for the year
154.9 157.0 311.9
150.3 136.9 287.2
(2.7) 11.0 8.3 (4.2) 4.1 (2.4) 1.7 (12.9) (11.2) (11.2) 35.4 24.2
(2.9) 7.3 4.4 (6.3) (1.9) (0.7) (2.6) (15.9) (18.5) (0.4) (18.9) (2.0) (20.9)
Revenue reported above represents revenue generated from external customers. There was no inter-segment revenue in the year (2009: nil). The total of the reportable segments revenue equates to the groups revenue of its continuing operations. The accounting policies of the reportable segments are the same as the groups accounting policies described in note 1. Segment results represent the results earned by each segment without allocation of significant items, corporate costs, finance costs and income tax expense. This is the measure reported to management as they believe that it is the most relevant in evaluating the performance of the above segments and for the purpose of resource allocation.
4.2. Other segment information

Assets 2010 m 2009 m 2010 m Liabilities 2009 m Depreciation and amortisation 2010 m 2009 m Capital expenditure (including software) 2010 m 2009 m
Desserts Food to Go Reportable segments Corporate (unallocated) Amounts related to discontinued operations (note 22) Consolidated
82.8 68.5 151.3 31.3 182.6
76.6 67.7 144.3 141.8 101.6 387.7
17.8 19.8 37.6 166.9 204.5
20.7 17.2 37.9 291.2 73.8 402.9
5.7 4.2 9.9 9.9
5.1 3.6 8.7 0.3 2.2 11.2
11.9 3.7 15.6 0.7 16.3
9.2 2.6 11.8 0.1 6.4 18.3
For the purposes of monitoring segment performance and allocating resources between segments: All assets and liabilities are allocated to reportable segments other than those included in corporate (unallocated) and classified as discontinued operations. Goodwill is allocated to the Food to Go reportable segment as described in note 13. Assets in corporate (unallocated) include cash, restricted cash and tax assets. Liabilities in corporate (unallocated) include borrowings, tax liabilities and the UK pension liability. The majority of the UK pension schemes members are past employees and not related to the reportable segments. In addition to the depreciation and amortisation reported above, asset impairment charges and reversals attributable to the following reportable segments and discontinued operations are shown below:
2010 m 2009 m
Desserts Amounts related to discontinued operations
1.6 1.6
(1.7) 7.6 5.9
4.3. Revenue from major business products Revenues from external customers for each business product are the same as those reported under the above reportable segments. 4.4. Geographical information During the year, the group operated in two principal geographical areas United Kingdom (country of domicile) and Northern Europe. Northern Europe comprised of Germany and Poland. The groups continuing operations revenue from external customers and its assets and liabilities are all based in United Kingdom as in 2009. The groups discontinued operations revenue from external customers are in Northern Europe and its assets and liabilities are reported in note 21 as businesses disposed. In 2009, the groups discontinued operations revenue from external customers were in United Kingdom (Pinneys), Northern Europe and France; whilst the assets and liabilities of United Kingdom (Pinneys) and France were reported as businesses disposed in note 21 and Northern Europe was reported as held for sale in note 20. Revenue from one customer of both the Food to Go and Desserts segments represents approximately 178.0m (2009: 153.8m) of the groups total continuing revenues. In 2009 revenues from another customer within the Desserts business represented approximately 29.0m of the groups total continuing revenues, however in the current year no other customer represents greater than 10% of the groups total continuing revenues.
5. Expenses and auditors remuneration

2010 Continuing m Discontinued m Total m Continuing Discontinued m m 2009 Total m
The groups results include charges for: Depreciation and amortisation Asset impairment Asset impairment related to assets held for sale Reversal of asset impairment Operating lease rental payments: plant and machinery other Research and development Inventory written down to net realisable value Reversal of inventory written down to net realisable value
9.9 1.6
9.9 1.6
9.0 (1.7)
2.2 7.6
11.2 7.6 (1.7)
1.1 0.9 2.3 0.7
0.8 0.1 (0.1)
1.9 1.0 2.3 0.7 (0.1)

2010
0.7 0.9 1.4 1.2 (0.2)
2.8 1.1 1.4 (0.2)
3.5 2.0 1.4 2.6 (0.4)

2009
Continuing m
Discontinued m
Total m
Continuing Discontinued m m
Total m
Auditors remuneration Audit of these financial statements Audit of the financial statements of subsidiaries pursuant to legislation Other
0.3 0.1 0.2 0.6
0.3 0.1 0.2 0.6
0.3 0.1 0.5 0.9
0.3 0.3
0.3 0.4 0.5 1.2
6. Directors and employees Directors emoluments and share interests are given in the remuneration report on pages 32 to 37.
2010 Continuing m Discontinued m Total m Continuing Discontinued m m 2009 Total m
Aggregate payroll costs Wages and Salaries Social security costs Pension costs defined benefit schemes Pension costs defined contribution schemes Share-based payments charge
53.3 5.2 1.1 0.3 59.9
6.7 1.2 7.9
60.0 6.4 1.1 0.3 67.8

2010
54.8 4.9 1.1 0.6 0.5 61.9
76.5 17.2 0.3 1.2 95.2
131.3 22.1 1.4 1.8 0.5 157.1

2009
Continuing
Discontinued
Total
Continuing Discontinued
Total
Employee numbers Average: Full time Part time
1,895 65 1,960 1,953
370 370
2,265 65 2,330 1,953
2,257 68 2,325 2,202
3,729 141 3,870 3,741
5,986 209 6,195 5,943
At period end
7. Signicant items
Note 2010 m 2009 m
Restructuring costs UK operations Group Asset impairment Reversal of asset impairment Onerous contract Curtailment gain pensions Continuing operations Discontinued operations (net of tax)
22
(0.4) (3.0) (1.6) 2.6 (2.4) 32.2 29.8
(6.3) (0.8) 1.7 4.7 (0.7) (12.0) (12.7)
Restructuring costs UK Operations In 2010 this relates to the closure of our cottage cheese operation in the Desserts segment and covers expected redundancy costs. In 2009 this relates to the closure of Paignton site and the transfer of operations from Paignton to Minsterley. Restructuring costs Group This relates to the restructuring of group operations and costs of a significant nature in relation to the management of the groups pension fund. Asset impairment This relates to the impairment of tangible fixed assets of our cottage cheese operation in the Desserts segment. Reversal of asset impairment In 2009 this relates to assets from Paignton which had been impaired in 2008, but which were subsequently transferred and used in operations at the Minsterley site and also a reversal of the impairment of the land and buildings at Paignton which were previously held for sale at year end. Onerous contracts On 11 February 2011, the group agreed a settlement with Wincanton in relation to its onerous contract, resulting in a release of the excess provision no longer required. Curtailment gain Pensions From October 2009 the defined benefit pension fund was closed to further accrual resulting in a curtailment gain for the group. 8. Finance income and expenses
2010 m 2009 m
Finance income Interest on bank balances Interest on restricted cash Net foreign exchange gains Finance expense Interest on bank loans Net foreign exchange losses Amortisation of finance arrangement costs Net nance expense continuing operations Net pension interest Net nance charges
0.3 0.6 0.3 1.2 (1.4) (0.6) (2.0) (0.8) (12.1) (12.9)
0.1 1.4 1.5 (2.5) (1.2) (1.0) (4.7) (3.2) (12.7) (15.9)
9. Income tax The tax charge on the loss before significant items for continuing operations is nil (2009: 0.4m charge).
2010 m 2009 m
Overseas tax Deferred tax Tax on continuing operations Tax on significant items Continuing operations Tax expense on discontinued operations (note 22)
(0.5) (0.5)
(0.4) (0.4) (0.4) (1.3) (1.7)
The group has used tax losses to reduce tax payments in respect of the current and prior years. A reconciliation of the current tax charge to the 28% (2009: 28%) standard rate in the UK
2010 m 2009 m
Loss before tax on continuing operations Tax credit at UK corporation tax rate of 28% (2009: 28%) Actual tax charge Difference Explained by: Reversal of asset impairment Recognised tax losses Permanent items Total
(11.2) 3.1 3.1 3.7 (0.6) 3.1
(18.5) 5.2 (0.4) 5.6 (0.5) 6.0 0.1 5.6
10. Earnings per share (EPS) Basic and diluted EPS Basic EPS on continuing operations is calculated on the basis of the weighted average of 113.9m (2009: 113.9m) ordinary shares in issue and profit for the year on continuing operations of 24.2m (2009: loss of 20.9m). Basic earnings/(loss) per share for discontinued operations is calculated on profit for the year of 35.7m (2009: loss 2.0m). At year end there are no potential ordinary shares that have a dilutive effect on continuing operations. Potential ordinary shares which may dilute EPS in the future include share options, warrants and performance incentive plan shares granted by the company. They have not been included in the calculation of dilutive EPS as they were anti-dilutive for the current period. Adjusted EPS Adjusted loss per share is shown by reference to the group loss before significant items and related tax. Adjusted loss per share is presented as the directors consider that this gives valuable additional information about the earnings performance of the groups operations and is calculated as follows:
2010 m
2009 m
Adjusted basic and diluted EPS of the group Profit/(loss) for the year Significant items on continuing operations Significant items on discontinued operations Adjusted loss before tax Related tax Adjusted loss
24.2 2.4 (32.2) (5.6) (5.6)

Pence per share
(20.9) 0.7 9.7 (10.5) 2.3 (8.2)

Pence per share
Adjusted basic and diluted EPS on total group 11. Dividends No dividends were paid nor declared during 2010 (2009: nil). 12. Property, plant and equipment
2010 Land and buildings m Plant and Assets under equipment construction m m Total m Land and buildings m
(4.9)
(7.2)
2009 Plant and Assets under equipment construction m m Total m
Cost Opening balance Additions Transfers from assets under construction Disposals Disposal of businesses (note 21) Transfer to assets held for sale (note 20) Reclassification Exchange Closing balance Depreciation and impairment losses Opening balance Provided in the period Disposals Disposal of businesses (note 21) Reclassification Impairment Reversal of impairment (note 7) Transfer to assets held for sale (note 20) Exchange Closing Balance Opening net book value Closing net book value
37.9 0.6 38.5
106.0 11.1 (3.5) 113.6
3.4 15.6 (11.7) 7.3
147.3 15.6 (3.5) 159.4
121.5 0.5 4.4 (0.6) (76.0) (54.1) 46.0 (3.8) 37.9
348.6 5.9 13.4 (17.8) (142.6) (45.4) (51.3) (4.8) 106.0
9.6 11.6 (17.8) 3.4
479.7 18.0 (18.4) (218.6) (99.5) (5.3) (8.6) 147.3
10.2 1.4 11.6 27.7 26.9
60.8 8.5 (3.5) 1.6 67.4 45.2 46.2
3.4 7.3
71.0 9.9 (3.5) 1.6 79.0 76.3 80.4
50.3 1.8 (0.6) (51.6) 46.8 4.2 (1.2) (38.6) (0.9) 10.2 71.2 27.7
258.5 9.4 (17.8) (103.5) (48.8) 2.9 (0.5) (35.7) (3.7) 60.8 90.1 45.2
9.6 3.4
308.8 11.2 (18.4) (155.1) (2.0) 7.1 (1.7) (74.3) (4.6) 71.0 170.9 76.3
Leased plant and equipment The group leases equipment under a number of finance lease agreements or quasi finance leases (see note 23). In 2009 the net carrying amount of leased plant and equipment was 0.9m in Northern Europe which had been reclassified as held for sale. There was no depreciation recognised on leased assets for current and prior year in the continuing operations. Impairment of assets Refer to notes 7 and 22 for details relating to the impairment of assets and the reversal of the impairment of assets. Reclassication In 2009 the property, plant and equipment (PPE) has been reclassified between categories and also with the intangible assets software to reflect the true cost and depreciation of the assets. The net book value as a result of this reclassification in the PPE in 2009 has also resulted in 3.3m being re-classed to intangible assets software. Overall, there is no change in net book value for both PPE and Intangible assets software. 13. Intangible assets
2010 Goodwill m Software m Total m Goodwill m Software m 2009 Total m
Additions Disposals Disposal of businesses (note 21) Transfer to assets held for sale (note 20) Reclassification Exchange Closing balance Amortisation and impairment losses Opening balance Disposals Disposal of businesses (note 21) Reclassification Impairment Transfer to assets held for sale (note 20) Exchange Closing Balance Opening net book value Closing net book value
51.0
51.0
51.0
0.3 (0.7) (10.3) (3.0) (8.2) (1.2)
0.3 (0.7) (10.3) (3.0) (8.2) (1.2) 51.0
20.5 20.5 30.5 30.5
20.5 20.5 30.5 30.5
20.5 20.5 30.5 30.5
23.1 (0.5) (7.4) (11.5) 0.5 (3.0) (1.2)
43.6 (0.5) (7.4) (11.5) 0.5 (3.0) (1.2) 20.5 30.5 30.5
Goodwill Impairment As required by IAS 36 an annual impairment review was carried out to assess whether the carrying amount of the goodwill exceeds the recoverable amount. Goodwill is allocated to the groups cash generating units (CGUs) or groups of CGUs as set out below:
2010 m 2009 m
Food to Go
30.5
30.5
The recoverable amounts of CGUs were measured based on the higher of value in use and fair value less costs to sell. Value in use was determined to be higher, thus this was used as the recoverable amount. The key assumptions in the value in use calculation for sales and margin were based on historical trends adjusted for management estimate of future performance of each business unit which involves a degree of judgement. These future trends and cash flow projections in the form of the financial budget for 2011 and the strategic plans for 2012 and 2013 have been approved by the board. Cash flows beyond the three year period for the United Kingdom were extrapolated using a growth rate of 0% and included a terminal value. A pre tax discount rate of 11.2% (2009: 11.7%) was used for this CGU based on the groups weighted average cost of capital. Cash flows beyond the three year period for the United Kingdom were extrapolated using a growth rate of 0% and include a terminal value. A pre tax discount rate of 11.2% (2009: 11.7%) was used for all CGUs based on the groups weighted average cost of capital. In 2010, the recoverable amount of goodwill exceeded the carrying value and no impairment was required. 14. Restricted cash This related to cash held in a secure account in favour of the Pension Fund. In October 2010, the balance of 97.6m was paid to the pension fund. 15. Deferred tax assets
Assets 2010 m 2009 m 2010 m Liabilities 2009 m 2010 m Net 2009 m
Retirement benefit obligations Tax assets/(liabilities) Net deferred tax assets
13.9 13.9
13.9 13.9
13.9 13.9
13.9 13.9
2010 m
2009 m
Opening balance Income statement charge continuing change in rate of tax Income statement discontinued Disposal of businesses (note 21) Held for sale (note 20) Closing balance Unrecognised deferred tax assets
13.9 0.5 (0.5) 13.9
10.2 (2.3) 5.3 0.7 13.9
2010 m
2009 m
Retirement benefit obligations Capital allowances in excess of depreciation Provisions Tax losses
26.4 43.1 2.4 22.8 94.7
52.0 35.1 2.1 13.8 103.0
Deferred tax assets have not been recognised in respect of these items because the availability of suitable taxable profits is uncertain. There are no unrecognised deferred tax liabilities in respect of temporary differences associated with investments in subsidiaries.
On 22 June 2010 the Chancellor announced that the main rate of UK corporation tax will reduce from 28% to 27% with effect from 1 April 2011. This tax change became substantively enacted in July 2010 and therefore the effect of the rate reduction on the deferred tax balances as at 31 December 2010 has been included in the figures above. On 23 March 2011 the Chancellor announced a further reduction in the main rate of UK corporation tax to 26% with effect from 1 April 2011. This change became substantively enacted on 29 March 2011 and therefore the effect of the rate would create an additional reduction in the deferred tax asset of approximately 0.5m. This has not been reflected in the figures above as it was not substantively enacted at the balance sheet date. The Chancellor also proposed changes to further reduce the main rate of corporation tax by 1% per annum to 23% by 1 April 2014, but these changes have not yet been substantively enacted and therefore are not included in the figures above. The overall effect of the further reductions from 27% to 23%, if these applied to the deferred tax balance at 26 April 2010, would be to further reduce the deferred tax asset by approximately 2.1m. 16. Investments Company
2010 m 2009 m
Cost Opening balance Closing balance Provisions for impairment Opening balance Impairment Closing balance Net book value Investments in the company are stated at cost less provision for any impairment.
225.2 225.2
225.2 225.2
135.7 135.7 89.5
94.4 41.3 135.7 89.5
Investments in the company balance sheet of 89.5m (2009: 89.5m) represent shares in subsidiary undertakings. Further details of these subsidiaries are given in note 35. An impairment test was carried out on the investments held by the company to review the carrying value. No impairment was required in 2010 as the value in use was in excess of the carrying value. In 2009, the value of the investments was impaired to value in use, resulting in a 41.3m impairment charge. The pre-tax discount rate used in the calculation of value in use was 11.2% ( 2009: 11.7%). 17. Inventory
2010 m 2009 m
Raw materials and consumables Work in progress Finished goods and goods for resale
12.0 1.1 0.7 13.8
10.5 0.1 0.6 11.2
In 2010, inventory recognised as cost of sales for the continuing operations amounted to 165.5m (2009: 151.3m).
18. Trade and other receivables

Group 2010 m 2009 m 2010 m Company 2009 m
Current assets Trade debtors Derivatives not used for hedging Other debtors Prepayments and accrued income Non-current assets Other debtors
20.8 0.1 10.0 2.3 33.2
22.5 8.8 3.3 34.6 5.4
0.1 0.1
0.1 0.1
Included in trade debtors is nil (2009: 0.1m) of allowances for doubtful debts (refer to note 26). The other debtors in non-current assets of nil (2009: 5.4m) represent deferred consideration of 6m for the sale of Marie SAS in 2009, being held in escrow for 18 months from date of disposal. This amount was received in April 2011. This amount revalued at year end to 5.3m has been reclassified to other debtors in current assets above. Included in other debtors in 2009 was an amount of 5.6m deferred disposal costs of Northern Europe which was subsequently recognised in 2010, when the disposal took place. 19. Cash and cash equivalents
Cash at bank Short-term deposits Cash and cash equivalents Bank overdrafts used for cash management purposes (note 23) Cash and cash equivalents in the statement of cash flows
7.1 3.7 10.8 10.8
11.4 5.8 17.2 (0.3) 16.9
7.0 1.8 8.8 8.8
10.6 2.3 12.9 12.9
In 2009, the cash at bank included an amount of 11.0m which was held in a separate account in accordance with an agreement with the Pension Fund until 30 June 2010. Since then, the balance was transferred to the groups normal bank account and has been used for its business, with no restriction imposed on it. The short-term deposit includes an amount of 3.5m (2009: 5.5m) which is secured against several letters of credit.
20. Assets held for sale As at 31 December 2009, Northern Europe (Netherlands, Germany and Poland) and the Paignton factory in the UK, were classified as held for sale. Both were sold in the current year (see note 21).
2010 Total m 2009 Total m
Assets classied as held for sale Property, plant and equipment Deferred tax Inventory Trade and other receivables Cash Liabilities classied as held for sale Retirement benefit obligations Provisions Deferred tax Corporation tax Borrowings Trade and other payables
25.2 0.4 12.1 56.9 7.0 101.6 14.7 0.3 1.1 0.4 0.9 56.4 73.8
Cumulative income or expense recognised directly in equity relating to Northern Europe segment classified as held for sale:
2010 m 2009 m
Actuarial loss recognised on the pension schemes Deferred tax relating to the pension schemes Foreign currency translation differences for foreign operations
(8.1) 3.4 30.2 25.5
21. Business disposals During the year, the group sold 100% of its interest in the share capital of the following businesses for gross consideration as set out below:
Nature of business Date of disposal Gross consideration
Business
Segments
niq Convenience Foods U Nederland BV Uniq Deutschland GmbH and Uniq Lisner Sp.zo.o
Northern Europe Northern Europe
Chilled and frozen convenience foods Chilled and frozen convenience foods
9 January 2010 21 April 2010
16.6m 24.7m
The profit/(loss) on disposal of these businesses as set out below is included in the significant items of the discontinued operations (see note 22). For 2009, the group disposed of Pinneys, a chilled fish business in UK, Brandly, a field sales force business in Germany and Marie SAS, a chilled and frozen convenience foods business in France.
2010 Germany/ Poland Netherlands m m Other m 2009
Pinneys, Total Brandly and m France
Property, plant and equipment Intangible assets Inventories Cash and cash equivalents and overdrafts Finance leases Trade and other receivables Trade and other payables Retirement benefit obligation Provisions Tax Net assets disposed Cumulative foreign exchange recycled from translation reserve Gain/(loss) on disposal 1 Net consideration Relating to: Cash consideration Cash consideration working capital adjustment Deferred consideration Disposal costs Net cash inow/(outow) on disposal of businesses: Consideration received/(paid) (net of disposal costs paid) Plus/(Less): cash and cash equivalents and overdrafts sold
12.8 7.9 3.8 (0.5) 47.8 (33.7) (14.3) (0.2) (0.5) 23.1 (30.7) 28.8 21.2 24.8 (0.1) (3.5) 21.2 21.3 (3.8) 17.5
12.5 2.9 1.9 (0.2) 9.3 (16.6) (0.1) (1.1) 8.6 0.4 5.0 14.0 13.6 3.0 (2.6) 14.0 13.6 (1.9) 11.7
(0.9) (0.9) (0.9) (0.9) (2.4) (2.4)
25.3 10.8 5.7 (0.7) 57.1 (50.3) (14.3) (0.3) (1.6) 31.7 (30.3) 32.9 34.3 38.4 2.9 (7.0) 34.3 32.5 (5.7) 26.8
63.5 2.9 28.0 (10.4) 40.3 (61.5) (5.0) (0.9) (5.3) 51.6 (1.7) (2.0) 47.9 50.9 (0.2) 5.5 (8.3) 47.9 46.7 10.4 57.1
1 In 2010, gain on disposal of Germany/Poland and Netherland includes foreign exchange gain of 30.3m recycled from translation reserve.
22. Discontinued operations The results for 2010 relate to the Germany and Poland businesses, part of the Northern Europe segment. Further information with regard to business disposals can be found in note 21. In 2009 the results included Fish (Pinneys), France and Northern Europe (Germany, Poland and Netherlands) segments.
Profits/(losses) attributable to the discontinued operations were as follows:

2010 2009 Pinneys, France and Northern Europe m
Northern Europe m
Results of discontinued operations Revenue Expenses Operating profit Finance charge Profit before tax and significant items Income tax (expense)/credit Profit after tax before significant items Significant items after tax (note A) Significant items before tax Tax on significant items Profit/(loss) for the year Note A: Significant items after tax
54.0 (50.1) 3.9 (0.2) 3.7 (0.5) 3.2 32.2 32.2 35.4
430.8 (419.8) 11.0 (2.0) 9.0 1.0 10.0 (12.0) (9.7) (2.3) (2.0)
2010
2009 Pinneys, France and Northern Europe m
Northern Europe m
Restructuring costs Pension curtailment gain Assets impairment Loss on disposal of assets Profit/(loss) on disposal of businesses Other significant costs Significant items before tax Tax on significant items Significant items after tax
32.9 (0.7) 32.2 32.2
(0.2) 1.0 (7.2) (1.0) (2.0) (0.3) (9.7) (2.3) (12.0)
Restructuring costs Restructuring costs in 2009 related to costs incurred to reduce the costs of the business units and improve profitability. The 2009 costs included a release of prior years provision of 0.6m in Northern Europe. Pension curtailment gain In 2009, this related to the closure of the defined benefit scheme for employees who were members of the pension fund and who worked in the disposed business. Assets impairment In 2009, the assets impairment relates to the Northern European operations which were impaired to the recoverable value, being fair value less costs to sell. Loss on disposal of assets In 2009, this relates to the disposal of the Bremerhaven factory in Germany.
Prot/(loss) on disposal of businesses This is disclosed in note 21 and includes foreign exchange recycled from the translation reserve. Other signicant costs In 2010 this refers to one-off costs for discontinued businesses and in 2009 this related to additional pension costs in Germany.
2010 m 2009 m
Cash ow from/(used in) discontinued operations Net cash used in operating activities Net cash (used in)/from investing activities Net cash used in financing activities Net cashflow used in discontinued operation 23. Borrowings
Group 2010 m 2009 m
(2.9) (6.4) (0.2) (9.5)
(6.0) 2.4 (1.3) (4.9)
Company 2010 m 2009 m
Current liabilities Loan drawings under revolving facility Bank overdraft
27.0 0.3 27.3
27.0 27.0
The loan under the group bank facility was repaid during the year when the facility of 35m expired on 31 December 2010. In 2009 the loan drawn under this facility was 27.6m less 0.6m of unamortised arrangement fees. The remaining fees were fully amortised in 2010. On 9 February 2011 the group agreed a new banking facility of 25m which became available on the completion of the pension restructuring deal. The new facility provides a three year 15m term loan, with a six-month repayment term of 1.5m and a 10m revolving credit facility.
2010 Borrowings due within one year (excluding overdrafts) m
Cash and overdrafts m
Borrowings due after one year m
Borrowings m
Net cash/(debt) m
Analysis of net cash/(debt) Opening balance (including discontinued businesses) Effect of foreign exchange rate changes Cash flow continuing businesses Cashflow discontinued businesses Disposed finance leases Non cash movements Closing balance continuing operations
23.9 0.1 (3.7) (9.5) 10.8
(27.5) 0.1 27.7 0.3 (0.6)
(0.4) 0.4
(27.9) 0.1 27.7 0.7 (0.6)
(4.0) 0.2 24.0 (9.5) 0.7 (0.6) 10.8
2009 Borrowings due within one year (excluding overdrafts) m
Cash and overdrafts m
Borrowings due after one year m
Borrowings m
Net cash/(debt) m
Analysis of net cash/(debt) Opening balance (including discontinued businesses) Effect of foreign exchange rate changes Cash flow continuing businesses Cash flow discontinuing business Non cash movements Closing balance continuing businesses 24. Trade and other payables
17.9 (1.5) 12.4 (4.9) 23.9
(0.6) (26.9) (27.5)
(25.7) 0.8 25.2 (0.7) (0.4)
(26.3) 0.8 (1.7) (0.7) (27.9)
(8.4) (0.7) 10.7 (4.9) (0.7) (4.0)
Group 2010 m 2009 m 2010 m
Company 2009 m
Trade payables Other payables, including social security Accruals and deferred income Amounts owed to subsidiary undertakings
23.4 4.9 13.3 41.6
25.5 7.2 11.9 44.6
63.4 63.4
0.2 136.6 136.8
25. Provisions
2010 Onerous Contract m Other m Total m
Opening balance Income statement charge (Recovered)/utilised during the year continuing operations Utilised during the year disposal costs Foreign exchange Closing balance Current liabilities Non-current liabilities
4.7 (2.6) 0.2 2.3 2.3 2.3
8.6 3.2 (0.9) (7.3) (0.1) 3.5 2.7 0.8 3.5
13.3 0.6 (0.7) (7.3) (0.1) 5.8 5.0 0.8 5.8
Onerous contract provision In 2009 this related to the discounted value of a commitment in respect of an onerous contract relating to the Wincanton demerger. This was settled on 11 February 2011 for 2.3m resulting in the release of 2.6m of the provision that is no longer required. Other provisions Included in other provisions are costs totalling 1.3m (2009: 7.1m) relating to the disposals of Marie 1.2m (2009: 2.8m), Northern Europe nil (2009: 3.3m) and Brandly 0.1m (2009: 1.0m). The disposal costs of Marie, Northern Europe and Brandly are expected to be utilised in the next financial year. Part of these provisions are based on the expected outcome of the claims, taking into account of the groups interpretation of the facts and judgement, supported by legal advice. The remainder of the other provision relates to 1.2m (2009: 0.6m) for two vacant properties and 1.0m (2009: 0.9m) for the restructuring programmes, as discussed in note 7. The vacant properties provision is expected to be utilised in 1 to 18 years and the restructuring provision is expected to be utilised in the next financial period.
26. Derivatives and other nancial instruments A discussion of the groups objectives, policies and strategies with regard to derivatives and other financial instruments are set out in note 3. Credit risk Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
Group Category 2010 m 2009 m 2010 m Company 2009 m
Trade and other receivables Other debtors non current Forward exchange contracts: assets Cash and cash equivalents Restricted cash
Loans and receivables Loans and receivables Fair value through profit and loss Cash and bank balances Cash and bank balances
33.1 0.1 10.8 44.0
34.6 5.4 17.2 97.0 154.2
0.1 8.8 8.9
0.1 12.9 97.0 110.0
Impairment losses The ageing of trade receivables at the reporting date was:
Group 2010 m 2009 m
Not past due Past due 0-30 days not yet impaired Past due 30-60 days not yet impaired Past due 60-90 days Past due 90-120 days Allowance for doubtful debts
18.9 1.3 0.4 0.2 20.8 20.8
20.1 2.0 0.2 0.1 0.2 22.6 (0.1) 22.5
Allowance for doubtful debts The movement in allowance for doubtful debts in respect of trade receivables during the year was as follows:
Group 2010 m 2009 m
Opening balance Impairment loss for the year Impairment loss reversed Closing balance
(0.1) 0.1
(0.9) (0.1) 0.9 (0.1)
The groups policy is to provide for bad debts based on the specific circumstances of each receivable. Refer to note 3 for details of the groups policies in respect of trade and other receivables. Based on historical default rates, the group believes no impairment allowance is necessary on the receivables that are past due in 0-30 and 30-60 days respectively. There were no trade receivables for the company in respect of the current year (2009: nil).
Liquidity risk The following tables are the contractual maturity profile of the groups and companys cashflows of the financial liabilities, excluding estimated interest payments and netting arrangements. These tables have been drawn up based on the earliest date that the group and company can be required to pay on these financial liabilities. These amounts also approximate to their carrying values in the balance sheet.
Group 2010 Category 6-12 months m 1-5 years m Total m 6-12 months m 1-5 years m Group 2009 Total m
Unsecured bank loans Bank overdraft Trade and other payables Forward exchange contracts: liabilities
Amortised cost Amortised cost Amortised cost Fair value through profit and loss
41.6 41.6
41.6 41.6
Company 2010
27.0 0.3 44.6 0.1 72.0
27.0 0.3 44.6 0.1 72.0

Company 2009
Category
6-12 months m
1-5 years m
Total m
6-12 months m
1-5 years m
Total m
Unsecured bank loans Trade and other payables Amounts owed to group undertakings Forward exchange contracts: liabilities
Amortised cost Amortised cost Amortised cost Fair value through profit and loss
63.4 63.4
63.4 63.4
27.0 0.2 136.6 0.1 163.9
27.0 0.2 136.6 0.1 163.9
Market risk Interest rate risk and currency risk The effective currency and interest rate exposures of the groups and companys net cash/(debt) position were as follows:
Group 2010 Sterling m Euro m Total m Sterling m Euro m Group 2009 Total m
Floating rate borrowings Fixed rate borrowings Cash and liquid resources (including restricted cash) Net cash/(debt)
10.7 10.7
0.1 0.1
10.8 10.8
Company 2010
(7.0) (7.0) 115.5 108.5
(20.3) (20.3) (1.3) (21.6)
(27.3) (27.3) 114.2 86.9

Company 2009
Sterling m
Euro m
Total m
Sterling m
Euro m
Total m
Floating rate borrowings Cash and liquid resources (including restricted cash) Net cash/(debt)
8.8 8.8
8.8 8.8
(6.7) 111.2 104.5
(20.3) (1.3) (21.6)
(27.0) 109.9 82.9
The restricted cash included in the cash and liquid resources for the group and company was nil (2009: 97.0m).
The following significant exchange rates applied during the year:

2010 GBP Euro Polish Zloty Euro 2009 Polish Zloty
Average rate Reporting date spot rate
1.17 1.16
1.12 1.11
4.85 4.49
Sensitivity analysis (a) Foreign currency sensitivity analysis A 10% strengthening of sterling against the following currencies at year end 2010, would have increased/(decreased) equity and profit/(loss) by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2009. The impact of sterling against those businesses that were held for sale has been excluded below for 2009.
Group 2010 Euro m Group 2009 Euro m
Equity
Company 2010 Euro m
0.7
Company 2009 Euro m
Operating profit before significant items Profit/(loss) Equity
(2.4) (2.4)
A 10% weakening of sterling against the above currencies at year end would have had the equal and opposite effect to the amounts shown above, on the basis that all other variables remain constant. (b) Interest rate sensitivity analysis The financial assets and liabilities that are interest bearing and expose the group to interest rate risks are its cash and cash equivalents, overdrafts and bank borrowings. If interest rates applied to the major currencies of net variable rate assets/liabilities at this year end had been 1% higher/lower and all other variables were held constant, the groups profit for the year ended 2010 would increase/ (decrease) by 0.1m (2009: increase/(decrease) by 0.8m). This is mainly attributable to the groups exposure to interest rates on its variable rate restricted cash balance and cash deposits (included in cash and cash equivalents). Currency analysis of net assets/(liabilities) The groups and companys net assets/(liabilities) by currency were as follows:
Group 2010 Sterling m Euro m Total m Sterling m Euro m Group 2009 2010 m
Net cash/(debt) Other net (liabilities)/assets (excluding goodwill) Goodwill
10.7 (66.9) 30.5 (25.7)
0.1 3.7 3.8
10.8 (63.2) 30.5 (21.9)
108.5 (163.3) 30.5 (24.3)
(21.6) 2.9 (18.7)
86.9 (160.4) 30.5 (43.0)
Where the group has liabilities, it operates a policy of maintaining the liability split between the two currencies in which the group operates i.e. the UK and European operations. The ratio of sterling:euro liabilities reflects the sterling:euro split of trading capital employed.
Company 2010 Sterling m Euro m Total m Sterling m Euro m Company 2009 Total m
Net cash/(debt) Other net assets/(liabilities)
8.8 26.2 35.0
8.8 26.2 35.0
104.5 (47.3) 57.2
(21.6) (21.6)
82.9 (47.3) 35.6
The sterling other net (liabilities)/assets figure for 2009 had been adjusted to reflect the investment write off amounting to 41.3m and other liabilities adjustment of 0.6m. Fair values of nancial instruments The table below sets out the fair values of financial assets and liabilities, which approximate to their carrying values in the balance sheet.
Financial assets Non-current Restricted cash Other debtors Current Cash and cash equivalents Forward exchange contracts assets Trade and other receivables (including amounts due from group undertakings) Financial liabilities Current Bank overdraft Borrowings Forward exchange contracts liabilities Trade and other payables (including amounts due to group undertakings)
10.8 0.1 33.1 44.0
97.0 5.4 17.2 34.6 154.2
8.8 0.1 8.9
97.0 12.9 0.1 110.0
41.6 41.6
0.3 27.0 0.1 44.6 72.0
63.4 63.4
27.0 0.1 136.8 163.9
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable. Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Level 2 Group 2010 m 2009 m 2010 m
Level 2 Company 2009 m
Financial assets Forward exchange contracts current assets Financial liabilities Forward exchange contracts current liabilities
0.1 0.1
(0.1) (0.1)
(0.1) (0.1)
Cash ow hedge During the year, the group has used forward foreign contracts to hedge future sales and purchases but these specific contracts have not been designated as cash flow hedges.
2010 Fixed rate Contract value m Fair value m Fair value m
Forward contract to sell and receive sterling 6 April 2010
0.876
3.9
4.5
4.0
At 31 December 2010, the profit for the above forward foreign exchange contract deferred in the hedging reserve was 0.1m (2009: loss 0.1m). On the date of maturity, this amount deferred in equity will be reclassified to profit or loss. Net investment hedge During the year, the group has designated certain euro-denominated currency borrowings to hedge its net investment in Northern Europe, up to the point of disposal of business. The remaining euro-denominated borrowings designated to hedge the net investment of Northern Europe at year end 2010 was nil (22.3m). The expected gain or loss on this currency borrowings was 100% offset by the amount of foreign exchange difference arising on both the translation of these euro-denominated net investments of these hedged entities at the date of disposal. As a result, the gains on the retranslation of the borrowings of 0.1m (2009: 0.8m) were recognised in the group statement of comprehensive income. 27. Retirement benet obligations The group operates pension schemes in the UK and operated schemes in Europe during the period. The main UK scheme is contributory for members and has two sections: the defined benefit section and the defined contribution section. The defined benefit section closed to new members in 2002 and was closed to existing members at 30 September 2009 but provides benefits for existing and past employees based on final pensionable emoluments. The assets of the plan are held in a separate trustee administered fund. As well as the main fund, the UK operates a small unfunded defined benefit pension scheme for overcap benefits and provides post-retirement medical benefits to certain former employees. The results of an actuarial valuation as at 31 March 2009 were updated to the accounting date by independent qualified actuaries in accordance with IAS19. As required by IAS19, the value of the defined benefit obligation and current service costs has been measured using the projected unit credit method.
In April 2010, the Trustee began a programme to de-risk the schemes assets. Over 2010, the Trustee has reduced the schemes holdings in return-seeking assets, with a view to being invested 100% in gilts by early 2011. The expected rate of return on assets for 2010 was 4.1% p.a. (2009: 6.7% p.a.). This rate is derived by taking the weighted average of the long term expected rate of return on gilts in which the scheme was invested at year end 2010. Total contributions made to defined contribution schemes in the year were 1.1m (2009: 0.6m) for the continuing businesses in UK. In 2009, the company and Trustee agreed to close the UK main pension scheme to future accrual, resulting in a curtailment gain of 4.7m. The group made a final contribution of 14.0m to its defined benefit scheme in March 2011. The following table sets out the key IAS 19 assumptions used for the schemes. Overseas plans are quoted as a weighted average based on liabilities. The expected rate of return on assets is derived by taking the weighted average of the long term expected rate of return on each of the asset classes that the plan was invested in at 31 December 2010. The assumptions used by the actuaries have been chosen from a range of possible actuarial assumptions about the future, which may not necessarily be borne out in practice. Management has considered the legislative changes with regard to inflation assumptions (RPI change to CPI) and has concluded that there is no material effect on the year end position. Assumptions
UK 2010 % 2009 % 2008 % 2010 % 2009 % Overseas 2008 %
Inflation Pension increases in payment Pension increases in payment (LPI 5%) Pension increases in payment (LPI 2.5%) Salary growth Standard Senior Management Discount rate Expected return for: equities bonds other
3.5 3.4 2.3 5.4 4.1
3.6 3.5 2.3 5.7 8.0 5.3 4.3
2.9 2.7 2.2 4.4 5.9 6.4 7.5 5.0 3.8
1.5 1.5 2.5 2.5 5.1 4.5
1.5 1.5 2.5 2.5 5.1 4.5
1.5 1.5 2.6 2.6 5.9 5.0
For 2010 and 2009, the mortality assumptions have not been changed. The assumptions allow for future improvements according to the medium cohort projections, based on each individuals year of birth, with an adjustment to the underlying rates of mortality of +10% for those who left before 2000. The longevity assumptions are therefore:
2010 Years 2009 Years
Life expectancy of a male aged 65 in 2010 (pre 2000 leaver) Life expectancy of a male aged 65 in 2010 (post 2000 leaver) Life expectancy of a male aged 65 in 2028 (pre 2000 leaver) Life expectancy of a male aged 65 in 2028 (post 2000 leaver)
21.4 22.1 22.4 23.1
21.2 22.0 22.4 23.1
Sensitivity analysis of the main UK pension fund

Approximate change in dened benet obligation 2010 m 2009 m
Life expectancy Discount rate Inflation Mortality
1 year longer/(shorter) increase/(decrease) of 0.1% increase/(decrease) of 0.1% change from PA92MC to PA92LC
22.0 13.0 10.0 40.0
21.0 12.0 10.0 37.0
Medical cost trends There is strong evidence that healthcare costs increase faster than general price inflation. The group has adopted 2.5% pa (2009: 2.5% pa) for the rate at which medical costs increase over and above retail price inflation. The following tables set out the fair value of assets, the present value of the IAS 19 liabilities and the deficit of assets below the IAS 19 liabilities (which equals the net pension deficit). The fair value of the schemes assets is not intended to be realised in the short term and may be subject to significant changes before realisation. The present value of the schemes liabilities is derived from cash flow projections over long periods and is thus inherently uncertain.
2010 UK m Overseas m Total m UK m Overseas m 2009 Total m
Fair value of assets: Equities Bonds and gilts Other Fair value of plan assets Defined benefit obligation: Funded Wholly unfunded Present value of defined benefit obligation Net liability in balance sheet
14.1 600.1 6.6 620.8
14.1 600.1 6.6 620.8
308.7 188.2 4.4 501.3
308.7 188.2 4.4 501.3
(763.7) (6.5) (770.2) (149.4)
(763.7) (6.5) (770.2) (149.4)
(729.7) (6.7) (736.4) (235.1)
(729.7) (6.7) (736.4) (235.1)
2010 UK m Overseas m Total m UK m Overseas m
2009 Total m
Movement in decit during the year: Opening balance Current service cost Past service cost Curtailments and settlements Contributions by the employer Net finance charge Benefits paid Actuarial losses Disposal of businesses Transferred to held for sale Exchange Closing balance
(235.1) 98.4 (11.6) 0.1 (1.2) (149.4)
(235.1) 98.4 (11.6) 0.1 (1.2) (149.4)

2010
(152.3) (1.1) 5.7 5.1 (12.3) (80.2) (235.1)
(18.6) (0.3) (0.4) 0.5 (0.9) 0.8 (1.7) 4.8 14.7 1.1
(170.9) (1.4) (0.4) 5.7 5.6 (13.2) 0.8 (81.9) 4.8 14.7 1.1 (235.1)
2009
UK m
Overseas m
Total m
UK m
Overseas m
Total m
Amounts recognised in the income statement: Current service cost Past service cost Gains on curtailments and settlements Recognised in operating profit/(loss) Interest costs Expected return on plan assets Expected return on plan assets others Recognised in net pension interest Total expense recognised in the income statement Cumulative actuarial gains and losses recognised directly in equity: Opening balance Actuarial (losses)/gains Closing balance Actual return on plan assets
(41.0) 29.4 (0.5) (12.1) (12.1)
(41.0) 29.4 (0.5) (12.1) (12.1)
(1.1) 5.7 4.6 (38.3) 26.0 (0.4) (12.7) (8.1)
(0.3) (0.4) (0.7) (0.9) (0.9) (1.6)
(1.4) (0.4) 5.7 3.9 (39.2) 26.0 (0.4) (13.6) (9.7)
(152.6) (1.2) (153.8) 57.7
(2.4) (2.4)
(155.0) (1.2) (156.2) 57.7
(72.4) (80.2) (152.6) 74.0
(0.7) (1.7) (2.4)
(73.1) (81.9) (155.0) 74.0
The cumulative amount represents all actuarial gains and losses recognised directly in equity since transition date of 1 April 2004.
2010 UK m Overseas m Total m UK m Overseas m 2009 Total m
Reconciliation of present value of dened benet obligation: Opening balance Current service cost Past service cost Interest cost Contributions by plan participants Actuarial losses Benefits paid Curtailments and settlements Disposal of businesses Transferred to held for sale Exchange Closing balance Reconciliation of fair value of plan assets: Opening balance Expected return on plan assets Actuarial gains/(losses) Contributions by the employer Contributions by plan participants Benefits paid Transferred to held for sale Closing balance Historical information
(736.4) (41.0) (29.5) 36.7 (770.2)
(736.4) (41.0) (29.5) 36.7 (770.2)
(614.3) (1.1) (38.3) (0.4) (128.2) 40.2 5.7 (736.4)
(18.6) (0.3) (0.4) (0.9) (1.7) 0.8 4.8 15.2 1.1
(632.9) (1.4) (0.4) (39.2) (0.4) (129.9) 41.0 5.7 4.8 15.2 1.1 (736.4)
501.3 29.4 28.3 98.4 (36.6) 620.8
501.3 29.4 28.3 98.4 (36.6) 620.8
462.0 26.0 48.0 5.1 0.4 (40.2) 501.3
0.5 (0.5)
462.0 26.0 48.0 5.6 0.4 (40.2) (0.5) 501.3
2010 m
2009 m
2008 m
2007 m
2006 m
Fair value of plan assets Present value of defined benefit obligation Net pension deficit in the balance sheet Experience adjustments arising on plan assets gain/(loss) Experience adjustments arising on plan liabilities gain/(loss)
620.8 (770.2) (149.4)
501.3 (736.4) (235.1)
462.0 (632.9) (170.9) (164.8) 4.6
615.8 (691.8) (76.0) (5.0) (16.8)
624.5 (732.3) (107.8)
28.3 (3.6)
48.0 3.4
2.6 4.3
Refer to note 33 Events after balance sheet regarding the compromise of the pension debt in 2011.
28. Share Capital

Authorised 995,906,427 ordinary shares of 10p each Called up and allotted 114,833,817 ordinary shares of 10p each
99.6
99.6
99.6
99.6
11.5
11.5
11.5
11.5
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company. Refer to note 33 Events after balance sheet regarding the capital restructuring of the company in 2011. 29. Shareholders equity Merger reserve The merger reserve arose as a result of a group reconstruction carried out in 2000. Under a Scheme of Arrangement approved by the High Court and shareholders at the time, all shares in the then quoted group company were cancelled and new shares were issued to shareholders in Uniq plc, the new quoted company. The merger reserve is the difference arising on consolidation between the nominal value of the new shares and the nominal value of the shares previously held, together with the associated share premium. The merger reserve arises only on consolidation and therefore does not impact the individual Uniq plc company accounts or distributable reserves. Hedging reserve The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred. Translation reserve The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations. Gains and losses on hedging instruments that are designated as hedges of net investments in foreign operations are included in the translation reserve. Employee Share Ownership Trust Retained earnings includes the Employee Share Ownership Trust (ESOT) which was established in June 1997. It is empowered to purchase and hold shares in Uniq plc (the company) in order to meet certain future obligations of the group in respect of options or shares awarded under share option schemes and long-term incentive plans operated by the group from time to time. Dividends receivable on the shares owned by the ESOT have been waived. In 2010 the ESOT held 982,677 (2009: 982,677) shares in the company which had a market value of 80,088 (2009: 245,669) Refer to pages 32 to 37 in the remuneration report for the general terms and conditions that relate to share option schemes.
Share option schemes The number of outstanding share options are as follows:
2010 Number of options Weighted average exercise price Number of options 2009 Weighted average exercise price
Opening balance Lapsed during the year Closing balance
284,800 (124,800) 160,000

Weighted average contractual life
203.2p 251.0p 176.7p
687,142 (402,342) 284,800
223.8p 238.4p 203.2p
Exercise price range
Dates of grant
Average exercise price
Executive option scheme
1 year
161p 210p
2001 2002
176.7p
All options are settled by physical delivery of shares. The total consideration receivable if all options outstanding were exercised would be 0.3m (2009: 0.6m). The weighted average share price at the date of exercise of share options exercised during the year were nil (2009: nil) as no options were exercised. In line with IFRS 2, no expense had been recognised for these options as they were granted before 7 November 2002. Uniq Performance Incentive Plan Equity settled share-based payment scheme Equity settled share-based payment scheme
Equity settled awards granted in: Remaining Contractual life years Outstanding shares
Year ended 31 December 2008 Year ended 31 December 2009
7.3 8.4
1,238,989 1,223,000 2,461,989
The exercise price for the above shares is nil. The fair value of services received in return for Performance Incentive Plan shares (PIPs) granted are measured by reference to the fair value of PIPs granted. The estimate of the fair value of services received is measured based on a Monte Carlo model. Assumptions used in the Monte Carlo model for PIPs granted during the period are as follows:
2010 2009
Expected volatility Risk free interest rate Dividend yield Correlation coefficient
96.0% 2.1% 0.0% 9.1%
The expected volatility is wholly based on the historic volatility, calculated based on the weighted average remaining life of the PIPs. We assess the number of leavers on a grant by grant basis, taking into account historical trends as well as the level of employees included in each grant. The total expenses recognised during the period from sharebased payments are as follows:
Equity settled share-based payment charge
0.3
0.8
0.3
There is no carrying amount of liability associated with the cash settled share based payments in both years.
30. Commitments
2010 m 2009 m
Capital commitments contracted, but not provided 31. Operating leases Future minimum lease payments
2010 Land & buildings m Other leases m Total m Land & buildings m
0.8
2.2
2009 Other leases m Total m
Operating lease commitments falling due: Within one year Between one and five years After five years
1.3 4.7 6.8 12.8
0.2 0.4 0.6
1.5 5.1 6.8 13.4
1.3 4.7 7.8 13.8
0.7 0.7 1.4
2.0 5.4 7.8 15.2
The group leases a number of warehouses, factory facilities and office buildings under operating leases. The leases typically run for a period of 1 to 18 years. A number of the property leases were entered into some time ago and as such are not used for current operations. Companies within the group entered into sub-leases for these properties in order to recover the lease payments. During the year, 0.3m (2009: 0.5m) of rental expenses were recovered through these subleases. The subleases expire in 2014. Future minimum sublease receivable expected:
2010 Land & buildings m 2009 Land & buildings m
Operating lease commitments falling due: Within one year Between one and five years After five years
0.2 0.6 0.8
0.4 1.3 0.3 2.0
32. Contingent liabilities There are contingent liabilities that arise in the normal course of business in respect of indemnities, warranties, guarantees and legal claims. Certain guarantees are performance related. The directors have considered that none of these claims is expected to result in a material loss to the group. The group and company currently hold two letters of credit in relation to purchase commitments from one of its suppliers for 1.8m. It is however not likely that the company will default on payment and there is no previous history of this occurring. The group enters into certain fixed price purchasing contracts in the ordinary course of business. At year-end these amounted to 2.4m (2009: 5.0m).
33. Events after balance sheet On 9 February 2011, the company reached agreement with the Trustee, the Pensions Regulator and the Pension Protection Fund on the terms of a restructuring of the company. This Scheme of Arrangement was approved by the shareholders on 25 February 2011 and sanctioned by the Court on 18 March 2011. In exchange for a 90.2% equity stake in the company, with current shareholders retaining a 9.8% stake, and a final payment of 14.0m to the Pension Fund, the restructuring released the company from its obligations to the defined benefit section of the Uniq Pension Scheme which at the year end was 145.5m. Following this restructuring the company successfully applied for the shares to be relisted on AIM as from 1 April 2011. In March 2011, the group recovered 2.6m from HMRC in relation to various claims under the Fleming ruling. On 1st April, the board of Uniq was informed that the 90.2% shareholder had appointed Spayne Lindsay & Co LLP as its corporate finance advisor and that it intends to undertake a process to realise all or part of its shareholdings in the company. 34. Related party transactions Group The board is not aware of any related party transactions that should be disclosed. Details of key management remuneration are disclosed in the remuneration report and also no guarantees have been provided to any related parties. Transactions between Uniq plc and its subsidiaries, which are related parties, have been eliminated on consolidation. Company (a) Subsidiaries The company has a related party relationship with its subsidiaries (these are listed in note 35). Material balances that the company has with its subsidiaries are as follows: Uniq (Holdings) Limited: (63.0m) (2009: 117.2m); and Uniq Prepared Foods Limited: (0.4m) (2009: 25.2m). (b) Key management personnel There are no employees in the company. 35. Principal subsidiaries at 31 December 2010
Subsidiary undertakings Principal activity Country of incorporation and principal operation
Uniq (Holdings) Limited Uniq Prepared Foods Limited
Investment holding company Principal trading company for the UK chilled convenience food manufacture business
United Kingdom United Kingdom
Notes: All subsidiary undertakings are 100% owned by the group. Uniq (Holdings) Limited is owned by Uniq plc and the remainder are held through subsidiary undertakings. Companies incorporated in the United Kingdom are registered in England and Wales.
82 Other information
Five year record
Note
Year ended 31 Dec 2010 m
Year ended 31 Dec 2009 m
Year ended 31 Dec 2008 (restated) m
Year ended NIne months 31 Dec ended 31 Dec 2007 2006 m m
Income statement Revenue Operating (loss)/profit before significant items Continuing operations Discontinued operations Net finance income/(costs) Other finance (costs)/income (Loss)/Profit before tax and significant items Significant items (excluding tax) Taxation (Loss)/Profit after taxation Capital structure Trading capital employed Net (debt)/cash Restricted cash Retirement benefit obligations Shareholders funds Cash flow from operating activities Capital expenditure Depreciation Per ordinary share Basic (loss)/earnings Adjusted (loss)/earnings Dividends Net assets/(liabilities) Interest and dividend cover (times) Interest cover Dividend cover Ratios Return on trading capital employed Operating profit/turnover Net debt gearing
365.9 9 4.1 3.9 8.0 (1.0) (12.1) (5.1) 29.8 (0.5) 24.2
718.0 (1.9) 11.0 9.1 (5.2) (12.7) (8.8) (10.4) (1.7) (20.9)
797.2 (7.1) (1.3) (8.4) 4.4 (1.4) (5.4) (49.4) (1.4) (56.2)
738.6 (3.6) 0.6 (3.0) 0.8 0.7 (1.5) 193.3 (6.8) 185.0
619.6 (12.4) 21.1 8.7 (9.9) 0.4 (0.8) (32.5) 1.0 (32.3)
1 2
116.7 10.8 (149.4) (21.9) (93.5) 16.3 9.9 pence 21.3 (4.9) (19)
133.0 (10.1) 97.0 (235.1) (15.2) (30.4) 18.3 11.2 pence (18.4) (7.2) (13)
174.6 (8.4) 95.6 (170.9) 90.9 (8.8) 27.5 21.5 pence (49.4) (6.6) 80
188.7 31.6 90.4 (76.0) 234.7 (3.2) 25.4 21.7 pence 162.5 3.5 2.5 206
221.0 (83.1) (108.5) 29.4 (10.7) 16.1 17.9 pence (28.4) (1.2) 5.25 26
4 5 6
8.0 % 6.9 2.2
1.8 % 6.7 1.3
% (4.8) (1.1) 9.2
1.4 % (1.6) (0.4)
0.9 % 2.4 1.4 282.7
7 2
Notes: 1 Trading capital employed is dened as net assets plus net debt and IAS 19 retirement benet obligations. 2 Net (debt)/cash includes total loans and obligations under nance leases less cash at bank and short-term deposits. Net debt gearing represents net debt as a percentage of shareholders funds. 3 Shareholders funds represent share capital and reserves. 4 Adjusted (loss)/earnings per share is calculated in accordance with note 10 to the nancial statements. 5 Net assets per share have been calculated by dividing shareholders funds by the number of ordinary shares in issue at the year end. 6 Interest cover is based on nance costs excluding net retirement benet funding nance costs or income relating to IAS 19; dividend cover is calculated on adjusted (loss)/earnings. 7 Return on trading capital employed represents operating prot as a percentage of trading capital employed (as adjusted for the effect of the timing of major acquisitions and disposals). 8 IAS 39 was adopted with effect from 1 April 2005 for which prior year comparatives have not been restated. 9 T he operating prot/(loss) before signicant items for continuing and discontinued operations for the rst two years to year ended 2007 have not been restated and therefore are not on a consistenct basis with subsequent years.
83 Other information
Shareholder information
Annual general meeting To be held at 10.00 am on Friday 17 June 2011 at: Investec Bank plc 2 Gresham Street London EC2V 7QP New Share Certicates Following completion of the restructuring on 24 March 2011, Uniq plc shareholders were provided with new share certificates in the company representing their revised holding adjusted to take account of the restructing. All other certificates representing shares in the company are no longer valid and should be destroyed. Share registrar Equiniti If you have any questions about your holding or wish to notify any change in your details please contact the share registrar Equiniti. Whenever you contact the registrar, please quote the full names in which your shares are held. Please advise the registrar promptly of any change of address. Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA Telephone: 0871 384 2125 There is also a disability helpline for shareholders with hearing difficulties: 0871 384 2255 Please note calls to these numbers are charged at 8p per minute from a BT landline. Other telephone provider costs may vary.
Electronic communications and voting Shareholders can elect to obtain shareholder documents such as annual and interim reports and notice of general meetings electronically from Uniqs website rather than by post. To take advantage of this free service, connect to Equinitis secure website www.shareview.co.uk and follow the on-screen instructions to register. You will need your shareholder reference number (printed on your share certificate, dividend vouchers or proxy cards) and you will be allocated a password and access number. Once registered, shareholders will receive an email notification as soon as Uniq publishes new shareholder documents and also be able to view a wide range of information regarding their shareholding. Shareholders can also send in votes for general meetings electronically via the shareview website. Again, connect to www.shareview.co.uk and click the link Vote online on the shareview homepage and then follow the on-screen instructions to submit your vote.
84 Other information Shareholder information
Analysis of ordinary shareholders

% of issued shares
Uniq Pension Trustee/Pension Protection Fund* Corporate holders Individuals Size of shareholdings
Holders Shares
90.2 8.87 0.93
% of shares
Up to 1,000 1,001 10,000 10,001 100,000 100,001 250,000 Above 250,000

*The 90.2% of issued shares are held by Angel Street Limited
10,929 195 52 10 13 11,199
674,009 650,838 1,805,877 1,625,818 112,431,407 117,187,949
0.57% 0.56% 1.54% 1.39% 95.94% 100.00%
You will need the reference numbers printed on your proxy card to register. You do not have to be registered to receive shareholder communications electronically in order to be able to vote electronically. Share-dealing service Shareholders can take advantage of a dealing service operated by Equiniti by logging on to www.shareview.co.uk/dealing for internet dealing or by calling 08456 037 037 for telephone dealing. Shareholders enquiries If you have an enquiry about the companys business or about something affecting you as a shareholder that cannot be dealt with by Equiniti you are invited to contact the company secretary at the companys address.
Secretary and registered ofce AJ McDonald Uniq plc No. 1 Chalfont Park Gerrards Cross Buckinghamshire SL9 0UN Telephone: 01753 276000 Fax: 01753 276019
Registered in England and Wales No. 3912506
Designed and produced by Addison www.addison.co.uk Printed in the UK by Pureprint, Environmental Management System ISO 14001 accredited and Forest Stewardship Council (FSC) chain of custody certified. This report is printed utilising vegetable-based inks on Revive 50 White Silk which is produced with 50% recycled fibre from both pre- and post-consumer sources, together with 50% ECF (Elemental Chlorine Free) fibre from well-managed forests independently certified according to the rules of the Forest Stewardship Council.
Uniq plc No.1 Chalfont Park Gerrards Cross Buckinghamshire SL9 0UN United Kingdom Telephone +44 (0) 1753 276000 Facsimile: +44 (0) 1753 276019 www.uniq.com

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Annual Report and Accounts 2010

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Freshness Innovation Quality

Uniq Annual Report and Accounts 2010

Financial highlights for the year ended 31 December 2010

Post period update

Revenue growth Gross margin Operating margin

6.8% 0.2% 15.3% 14.2% 1.3% (0.7%)

Further information can be found at www.uniq.com

Uniq Annual Report and Accounts 2010

Chairmans statement Foundations for the future

Uniq Annual Report and Accounts 2010

03 Directors report Chairmans statement

Uniq Annual Report and Accounts 2010

Chief Executives statement Delivering the full potential of your business

Uniq Annual Report and Accounts 2010

05 Directors report Chief Executives statement

Our strategy We will achieve growth by:

Our targets and key performance indicators:

Our key actions to deliver our strategy:

Uniq Annual Report and Accounts 2010

Uniq Annual Report and Accounts 2010

07 Directors report Market overview

Dairy Ingredients Fruit and Conserves Vegetables Confectionery

Uniq Annual Report and Accounts 2010

Business review: Desserts

Uniq Annual Report and Accounts 2010

09 Directors report Business review | Desserts

New product development

Uniq Annual Report and Accounts 2010

Business review: Food to Go

Uniq Annual Report and Accounts 2010

11 Directors report Business review | Food to Go

Uniq Annual Report and Accounts 2010

Corporate Social Responsibility

Our people and culture

Our health, safety and wellbeing

Our business partners

Health and Safety Employee/ Wellbeing Food Safety

FareShare Training/ Development Values

Uniq Annual Report and Accounts 2010

13 Directors report Business review | CSR

14 Directors report Business review | CSR

Uniq Annual Report and Accounts 2010

Uniq Annual Report and Accounts 2010

15 Directors report Business review | CSR

Our Business Partners

Our Health, Safety and Wellbeing

Progress Critical suppliers SEDEX registered 75%.

Year on year improvement in food safety.

Uniq Annual Report and Accounts 2010

Financial review 2010

Uniq Annual Report and Accounts 2010

17 Directors report Financial review

Uniq Annual Report and Accounts 2010

Uniq Annual Report and Accounts 2010

19 Directors report Financial review

Proforma Balance Sheet Effect of the Pension Deal

80.4 30.5 13.9 124.8 13.8 33.2 10.8 57.8 182.6

80.4 30.5 13.9 124.8 13.8 33.2 7.5 54.5 179.3

149.4 0.8 150.2 41.6 5.0 7.7 54.3 204.5 (21.9)

11.5 0.1 (330.2) 296.7 (21.9)