DANIEL THWAITES PLC -...

DANIEL THWAITES PLC- ANNUAL REPORT & ACCOUNTS 2016 -

CREATING ENDURING QUALITY

www.danielthwaites.co.uk

Tour de Yorkshire 2016 – finish line - The Lion at Settle

Copyright ASO/Charlotte Graham

CONTENTSFINANCIAL HIGHLIGHTS ..................................................................................................... 4

CHAIRMAN’S STATEMENT ................................................................................................... 7

STRATEGIC REPORT// OPERATING REVIEW ............................................................................................................................ 11// FINANCIAL REVIEW ............................................................................................................................. 16// RISKS AND UNCERTAINTIES ................................................................................................................... 18// CORPORATE SOCIAL RESPONSIBILITY .................................................................................................... 20

GOVERNANCE// BOARD OF DIRECTORS ....................................................................................................................... 22// REPORT OF THE DIRECTORS ................................................................................................................. 23// CORPORATE GOVERNANCE ................................................................................................................ 24

FINANCIAL STATEMENTS// INDEPENDENT AUDITOR’S REPORT ........................................................................................................ 26// GROUP PROFIT AND LOSS ACCOUNT ................................................................................................... 27// GROUP BALANCE SHEET ...................................................................................................................... 28// STATEMENT OF CHANGES IN EQUITY ..................................................................................................... 29// STATEMENT OF CASH FLOWS ............................................................................................................... 30// PARENT BALANCE SHEET ...................................................................................................................... 31// ACCOUNTING POLICIES ...................................................................................................................... 32// NOTES TO THE ACCOUNTS ................................................................................................................... 36

GROUP INFORMATION// NOTICE OF MEETING .......................................................................................................................... 50// SHAREHOLDER INFORMATION ............................................................................................................. 52// ANNUAL GENERAL MEETING ................................................................................................................ 53

ANNUAL REPORT & ACCOUNTS 2016- 3 -

// Turnover of £84.6m (2015: £137.6m)

// Turnover from continuing operations up 4%

// Operating profit of £11.5m (2015: £9.6m)

// Operating profit from continuing operations up 36%

// Increase in interest rate swap financial liability of £2.6m (2015 £10.3m)

// Proceeds received from sale of Beer Co of £29.0m

// Capital expenditure of £15.5m (2015: £16.1m)

// Net debt reduced to £34.1m (2015: £60.5m)

// Earnings per share of 7.7p (2015: 9.6p)

// Dividend maintained at 4.46p per share



FINANCIAL HIGHLIGHTS

We have an estate of approximately 275 pubs, a small but growing group of coaching inns, six four star regional hotels and spas and our craft brewery.

Our strong family connections shape the way we do business across our company, and whilst each part of the company has its own character they are united in a common desire to be known for our quality, integrity and care.

Our ambitions are shaped by our desire to be the best in our local market, and to drive value for our shareholders and customers who put their trust in us to deliver superb hospitality in outstanding properties in great locations and of course, brew some fabulous beers along the way too.

Daniel Thwaites PLC has, since 1807, been based at the Star Brewery in Blackburn, Lancashire and is one of the UK’s longest established family brewers.

FINANCIAL HIGHLIGHTS CHAIRMAN’S STATEMENT STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS GROUP INFORMATION


FINANCIAL HIGHLIGHTS

137.2

8.7

-13.0

71.9

-8.9

45.0

136.4

8.6

-2.2

71.4

-2.4

56.8

138.7

-3.3

-6.9

74.6

-3.8

57.9

137.6

9.6

9.6

78.2

5.0

60.5

84.6

11.5

7.7

81.4

4.8

34.1

2016

2016

2016

2016

2016

2016

2015

2015

2015

2015

2015

2015

2014

2014

2014

2014

2014

2014

2013

2013

2013

2013

2013

2013

2012

2012

2012

2012

2012

2012

Turnover £m

Operating profit £m

Earnings (loss) per share pence

Turnover £m (continuing operations)

Profit (loss) before tax £m

Net Debt £m

Financial highlights for 2015 and 2016 have been prepared using the new accounting standard FRS 102, whereas the previous years were prepared using the accounting standards in place at that time.

CHAIRMAN’SSTATEMENT

I am pleased to be able to report an excellent set of results in a year that has seen the company simplified and transformed.

Turnover for the year was £84.6m, which whilst decreasing on last year, represents an increase of 4.0% in our continuing operations.

Operating profit has increased by £1.9m or 19.8% on last year, however once last year’s restructuring costs and property impairment are excluded, underlying operating profits of £11.5m compare against £12.0m in 2015, which included a full year contribution from our Beer Co.

I am delighted to report that this year’s results have been achieved by replacing much of those profits lost from the sale of our Beer Co, which in 2015 amounted to £2.2m. This has been achieved by strong growth in our pubs, inns and hotels, which delivered operating profits of £11.4m (2015: £9.8m, pre impairment), representing growth of 16%.

Earnings per share reduced by 20% to 7.7p (2015: 9.6p) as the previous year included the profit on the sale of the Beer Co.

During the year we have continued our strategy of investing in our core pub estate, inns and hotels, whilst continuing to sell poorer quality properties. As a result of that and the receipt of the proceeds from the sale of our Beer Co of £29.0m, net debt decreased in the year from £60.5m at 31 March 2015 to £34.1m at 31 March 2016.

STRATEGYThe strategy of the company is to own and operate freehold properties to offer superb hospitality in outstanding properties in great locations. The sale of the Beer Co in the past year and subsequent restructuring has slimmed down the company to a core of high quality businesses that meet this objective, whilst providing funds to develop and acquire new properties to provide growth for the future.

Thwaites Pubs – We own and support an estate of high quality tenanted pubs, run by dedicated and talented individuals, who are attracted by the support package and investment that we offer them to enable them to realise their pub’s potential. The investments that we have made in the estate over the past few years have created sustainable, long term businesses with multiple income streams and strong food offerings. We have continued to invest in letting bedrooms for our pubs, where possible, to create an additional income stream to their restaurant and drinks business.

Thwaites Inns of Character – We have a small but growing number of high quality inns and are actively growing this part of the company. Our inns are a natural place to showcase our own beers, offer fantastic local food and comfortable rooms. We remain committed to acquiring and developing these larger managed properties, which ideally will have bedrooms as well as offering excellent and exciting food and drink.

Shire Hotels and Spas – Our collection of provincial hotels are

individual in nature, but united by their welcome and service. We will continue to invest in the hotels to maintain them in good order, provide high levels of service to our guests and a warm welcome. We are looking to add to the number of hotels that we own through acquisition or new build.

Thwaites Brewery – great beer is an important part of our heritage and customer offer. We are committed to continuing to brew fabulous beers and distribute them exclusively in our own properties. We will develop a new brewery on our new site and brew interesting craft beers as well as giving our customers the traditional ales that Thwaites is famous for.

NEW OFFICE AND BREWERYWe have completed a review of the options for relocating and particularly in relation to the site that we purchased at Mellor Brook. We have now started the detailed work to move this project forward.

Architects and a local builder have been appointed and we expect to submit plans to Ribble Valley Planning Department for new offices, a brewery and stables by the summer of 2016. Thereafter, all being well, we will start to build towards the end of the year, with the objective of moving into the site early in 2018.

Our existing offices and brewery continue to be housed on our site in the middle of Blackburn and will be until we move to the new site. During the year we have received a demolition license for the site, however we will wait until we have vacated the site until proceeding with that, or any subsequent redevelopment or sale.


“THIS YEAR'S RESULTS HAVE BEEN ACHIEVED BY REPLACING MUCH

OF THOSE PROFITS LOST FROM THE SALE OF OUR BEER CO”


ACQUISITIONS, DEVELOPMENTS AND DISPOSALSAs I reported at the half year, we have put significant focus and attention into looking for opportunities to invest in freehold properties that complement our tenanted pubs, inns and hotels businesses. I am pleased to report that we have acquired five properties in the year. Three of these I reported on at the half year; The Crown at Pooley Bridge, The Royal at Heysham and The Boot and Shoe, Lancaster. In the second half of the year we acquired the Beverley Arms in the East Riding of Yorkshire and a large derelict building close to The Lister Arms, Malham, both of which have been acquired to add to our Inns of Character. These properties form the core of a significant investment programme in the current year and will be relaunched under our own management.

In January 2016 we received planning permission for a new 54 bedroom lodge adjoining the Parsons Collar pub in Fareham, adjacent to the Solent Hotel & Spa. This forms another key part of our investment plans for 2016/17.

We continue to look for new properties to acquire and have the resources to be able to make acquisitions in all areas of the business. Over the same period we have sold 20 pubs from the bottom end of our estate at a small loss.

DIVIDENDAn interim dividend of 1.10p (2015: 1.10p) was paid in January 2016 and the Board recommends a final dividend of 3.36p (2015: 3.36p). The Board will keep the level of dividend under review, and assess the level of future dividends in light of company performance.

BOARDPeter Boddy, who has been a non-executive director since October 2007, decided to step down from the Board at the half year.

Following the year end Arabella Yerburgh, a non-executive director since September 2010 stood down from the Board, and was replaced by Oscar Yerburgh who will represent the wider interests of the Yerburgh family as a non-executive director.

I would like to thank Arabella and Peter most sincerely for the contributions they have made to the Board over a number of years.

We expect to appoint a new independent non-executive director over the coming months.

PEOPLEThe business ends the year in fine shape, with an excellent team in place to take it into the next phase of its development.

The current year presents challenges from the adoption of national living wage legislation. However, we have used this as a catalyst to address pay rates across the business, and have universally moved away from the minimum wage. We believe that this will help us to attract, recruit and retain engaged and motivated employees. This is a progressive step, which we believe will pay dividends in the long term.

I would like to thank all our staff, customers, suppliers and shareholders for their support as we have gone through the changes of the past few years and wish everyone well for the coming year.

OUTLOOKThe financial year has begun with some headwinds, with difficult trading over the important Easter period. Easter fell early this year, and was accompanied by poor weather, which then persisted for several weeks. Fortunately the regional hotel market continues to grow steadily and our pubs, inns and hotels are benefiting from sustained investment over the past five years.

This will be a year of consolidation and investment, some of which I have referred to above, however it will lay the foundations for profitable growth in the following year. We expect to start work on the new Lodge at the Solent in July, and on our investments in the Inns after the summer. We have the strongest pipeline of investment opportunities that we have had for a number of years and our recent investment experience gives us confidence in these.

We are working hard to uncover additional new opportunities to acquire new properties and are excited about some of the prospects that we are currently assessing.

After a number of years of disruptive change, the company is in a strong financial position to enter a period of consolidation, investment and growth. As a result I am optimistic about its future and confident that we are in a position to make the most of any opportunities that arise.

Mrs Ann Yerburgh - Chairman7 June 2016



OPERATING PROFIT

2016£11.5m

2015£9.6m

QUALITY // INTEGRITY // CARE



OVERVIEWThe trading performance for the year across all areas of the business has been good. The signs of increased consumer confidence that we reported last year have persisted and we have increased levels of sales in every area.

In June we restructured our head office functions to reflect the simplified nature of the company following the sale or our Beer Co, which meant a number of redundancies. However we now have in place an appropriate head office function to support our plans for the future. Following the office restructuring we began work to improve the engagement and performance of our employees. As a result we undertook a detailed review of our communications, reward and remuneration which led to us moving away from being a minimum wage employer, improvements to employee benefits, the harmonisation of terms and conditions across the company and a new internal communications framework.

We have also reviewed how the simplification of the business is reflected through our branding and customer messaging and have arrived at a new brand hierarchy and website which will be launched towards the end of 2016.

Our strategy remains focused on the existing key parts of the business and we have plans to continue to invest in them to underpin our future growth.

EARNINGS PER SHARE

20167.7p

20159.6p

QUALITY // INTEGRITY // CARE

STRATEGICREPORT// OPERATING REVIEW



THWAITES PUBSWe own a freehold estate of approximately 275 pubs, operated almost exclusively on a traditional tenancy basis. Our pub estate encompasses community locals to destination food led pubs in both rural and town centre locations, ranging geographically from Cumbria to the Midlands, and from North Wales to Yorkshire.

Our strategy has been consistent in recent years, focusing on the quality pubs within the estate, investing in them alongside proven operators to expand and improve the premises with a focus on establishing good quality food offerings and where possible the development and refurbishment of bedrooms. Our investments over the past few years have seen a transformation in the scale and penetration of food sales within the estate, and have created sustainable, growth businesses with diversified income streams.

Despite trading fewer pubs over the course of the year than last year, turnover increased by 3% and operating profit increased by 5%. Our trading pattern has been one of steady progress through the year, with sales building to a good finish in the final quarter, with a particularly strong performance in March. One of the key metrics that we use to monitor the performance of the pubs is average EBITDA per unit. It was pleasing to see that this increased during the year by 12%.

During the year we completed a further 23 development projects at a cost of £1.7m, making returns well ahead of our hurdle rate of 20%. Major projects in the year have been completed at The Hare and Hounds, Todmorden, The Jacobs Well, Honley and The Crofters, Barrow in Furness.

The sustained investments made over recent years have ensured that the fabric of our pub estate is in good order and the emphasis of our investments have positioned the pubs towards a mixed food and drinks offering that place them in better stead for the future. As referenced last year, we have seen acceleration in the change in drinks mix in our pubs driven by the market, our customers and our investments, with significant growth in wines, spirits and soft drinks. This has continued this year and growth of our wines, spirits and soft drinks sales has been 13%, against 7% last year. In contrast our beer volumes have declined marginally, a consistent trend over the past few years.

PUBS AND BEER CO

92.1

11.5

16.6

303

36.5

10.1

13.0

285

2016

2016

2016

2016

2015

2015

2015

2015

Turnover £m


EBITDA £m

Average No. of Pubs



We have continued to focus on adding good quality letting bedrooms to a number of our pubs, the most recent being 11 new bedrooms at The Crofters in Barrow in Furness. We believe that this strategy is a positive one, which provides a further income stream for our publicans, and creates more sustainable long term businesses.

One of the key planks to the success of our tenanted pub business over the past few years has been our ability to attract determined and talented entrepreneurs to run our pubs. There are a number of critical factors that contribute to this success, the key ones being the values of our organisation, the quality of our properties, their locations and the support that we provide to our customers to make their businesses a success, both by way of investment and business advice.

We have been extremely successful in managing our tenanted pub estate to minimise churn and customer turnover. Our core measure of success in how good we are at recruiting and retaining great operators into our pubs is how many pubs need new operators at any point in time. I am pleased to be able to say that by the end of March 2016 we had reduced the number of pubs requiring new operators to nine properties, which equates to 3% of the pub estate.

We have continued to address the bottom end of our pub estate during the year, selling 20 poorer quality pubs at a net loss of £0.2m after disposal costs. In addition during the year we acquired three pubs: The Royal, Heysham, The Boot and Shoe, Lancaster and The Crown, Pooley Bridge – all of these properties are welcome additions to the estate and have traded in line with our expectations. They will see significant investments in the coming year. We continue to look to acquire further good quality tenanted pubs with balanced income streams.

The combined effect of continued investment in our core properties, disposing of pubs in the tail of our estate and acquiring good quality tenanted pubs will underpin our high quality, sustainable pub business.

THWAITES BEER CO

We announced on 31 March 2015 that we had agreed terms to sell the major part of Thwaites Beer Co to Marston’s PLC. Due to the legal requirements to consult with those people whose jobs were affected by this decision, we continued to operate the business until 17 April 2015, when the consultation process was completed. During this period we generated a turnover of £3.2m and an operating profit of £0.1m, which is presented in this year’s accounts as a discontinued operation.

We continue to operate our small craft brewery in Blackburn. This craft brewery was installed in 2011 and allows us to produce a range of seasonal and craft beers exclusively for sale in our own pubs, inns and hotels. We believe that this gives us a point of difference over other pub owning companies.

We will continue to develop our brewery, beers and brands as we plan for the move to our new site at Mellor Brook.



THWAITES INNS OF CHARACTERWe currently own and manage eight ‘Inns of Character’ and continue to seek high quality properties in outstanding locations to develop our inns portfolio. These inns have a busy bar at the hub, a quality food offering and comfortable accommodation – they focus on providing outstanding hospitality and offer an attractive and more personal alternative to the mid-market branded chains.

The significant investment programme we carried out during 2014 and the early part of 2015 has had a very positive impact on the performance of the inns this year, as we have seen sales increase by 11% compared to 2015, and operating profits increase by 122%.

We have carried out further investment programmes during this last year. In November 2015 we closed Penny Street Bridge, Lancaster, for a full refurbishment of the ground floor trading areas. It reopened in time for Christmas, renamed as The Toll House Inn, in reference to its historic origins. Since reopening we have seen significant improvements in its sales, which have exceeded our expectations.

We also carried out a full refurbishment to the bedrooms at The Lion, Settle, which has had a positive impact on both room occupancy levels and average room rates.

We purchased three properties for our inns portfolio during the year. The first, a derelict property close to The Lister Arms, Malham, which we will convert into ‘The Lister Barn’ providing an additional eight letting bedrooms, a communal area for families and large groups, and some additional staff accommodation. The scheme is currently with planners and we expect work to commence in the summer and be completed before the end of the year.

In February 2016, we acquired the Beverley Arms, Beverley. This property is currently closed prior to complete renovation. This will be the largest project we have done so far in the inns and due to the scale of the works involved we estimate that it will open in the summer of 2017.

Lastly, we acquired the Crown Inn, Pooley Bridge, which is currently sitting in our tenanted pub estate. It is our intention to develop this pub during 2016, with the addition of a large dining room and 18 letting bedrooms.

We have a well developed pipeline of projects, and expect further acquisitions and new developments in the coming year.

45.5

7.2

10.1

15

48.1

7.5

11.2

15

2016

2016

2016

2016

2015

2015

2015

2015

Turnover £m


EBITDA £m

Average No. ofHotels and Inns

HOTELS AND INNS



SHIRE HOTELS & SPASWe own and operate six full service four star regional hotels, which are geographically spread across the north and south of England.

The provincial hotel market has experienced a steady growth over recent years with increasing consumer confidence and an improving economic climate. Sales in our hotels increased by 4% year on year with strong occupancy rates, and increasing average room rates. Whilst sales moved forward year on year, operating profit was more challenging due to an increase in the proportion of rooms sold through online travel agents, where we pay significant commissions. This is an issue faced by the industry as consumer habits change and more and more activity moves online, we are looking at ways to manage this increasing cost and to encourage our customers to book directly with us.

In the autumn we invested £3.5m extending the Cottons Hotel & Spa, Knutsford adding 30 bedrooms, bringing the total rooms at this hotel up to 138. The work was completed in December 2015, and so far occupancy levels and room rates for the new rooms have been in line with our expectations.

During the year we carried out a design review for each of our hotels, putting together design templates that will enable us to develop the individual character of each hotel in its local area. This will provide a framework to invest in each of the hotels over the next few years with a design vision to create interesting, characterful contemporary hotels, the best in their local area. Whilst this design review was taking place we refurbished fewer bedrooms than we had originally envisaged, although we completed 65 rooms in the year. We have plans in place to accelerate our refurbishment programme in the coming year.

We own and operate Lodge on the Park, which has 36 bedrooms and sits adjacent to the Aztec Hotel & Spa, Bristol. The lodge was built in 2007 and has been very successful in allowing us to provide a wider offering to the residents of the local business park. We have received planning permission to build a similar 54 bedroom lodge adjoining the Parson’s Collar pub, adjacent to the Solent Hotel & Spa, Fareham. We expect to start the build in the summer of 2016 and to be open by Easter 2017.

SUMMARY AND OUTLOOKAfter several years of restructuring and change, we now have a simplified core business which is in good shape, and we are in a strong financial position from which to develop further. We have a pipeline of investment projects for the coming year which will help to move profits forward in the following year. We also have the resources in place to identify new opportunities to acquire outstanding properties to grow the business for the future.



ACCOUNTING STANDARDSA new financial reporting framework became effective in the UK from 1 January 2015. The accounts for the year ended 31 March 2016 are the first accounts that we have prepared under this new accounting standard, FRS 102. Comparative numbers for the year ended 31 March 2015 have been restated under the new standard.

The main changes resulting from the new accounting standard are as follows:

• The administrative expenses incurred by the two defined benefit pension schemes, previously borne directly within the schemes, are now charged to operating profit.

• The calculation of the notional finance charge on the pension liability is now based on an interest charge on the deficit of the schemes. Under UK GAAP there was an interest benefit based on the return on assets less an interest charge on the liabilities.

• In the balance sheet the pension deficit was previously shown net of deferred tax, under FRS 102 the deficit is shown gross and deferred tax is shown separately. The effect of this is to create a deferred tax asset which is shown under debtors.

• Under UK GAAP interest rate swaps were provided against to the extent that they were not matched against bank debt. FRS 102 requires interest rate swaps to be recognised as a financial liability at fair value, with the movement in the fair value of the swaps charged or credited to the profit and loss account each year.

• A new primary statement setting out the changes in equity has been added, and replaces information that was previously provided in the notes to the accounts.

A reconciliation of the impact of FRS 102 on the prior year balances in the profit and loss account and balance sheet is included at note 24.

RESULTSTurnover for the year ended 31 March 2016 decreased by £53.0m to £84.6m due to the disposal of the major part of Thwaites Beer Co to Marston’s PLC at the beginning of the year. Turnover from continuing operations increased by 4% from £78.2 to £81.4m.

Operating profit, increased by 20% to £11.5m. Whilst operating profit from continuing operations increased by 36% to £11.4m.

The measurement of the interest rate swaps at fair value resulted in a charge of £2.6m (2015: £10.3m).

Profit before taxation for the year was £4.8m (2015: £5.0m).

BUSINESS REVIEWThe key issues facing the group are covered in the Chairman’s Statement and Strategic Report. The KPIs used by the group to monitor its overall financial position can be summarised as follows:



// FINANCIAL REVIEW

2016 2015

GROUP£m £m

Turnover 84.6 137.6EBITDA* 18.4 20.3Operating profits 11.5 9.6Profit before tax 4.8 5.0Net debt 34.1 60.5

Earnings per share (pence) 7.7 9.6

BEER CO AND PUBS£m £m

Revenue 36.5 92.1EBITDA* 13.0 16.6Operating profit (before group central charges) 10.1 11.5

Average number of pubs 285 303

HOTELS AND INNS£m £m

Revenue 48.1 45.5EBITDA* 11.2 10.1Operating profit (before group central charges) 7.5 7.2

Average number Hotels 6 6Lodges 1 1Inns 8 8

*EBITDA = Operating profit before depreciation

The principal non-financial indicators monitored by management are:

BEER CO AND PUBSProduction indices, utility indices, beer quality, health and safety incidents, beer volumes, tenant recruitment and number of letting bedrooms.

HOTELS AND INNSRoom occupancy rates, customer reviews, health and safety incidents, spa memberships and wedding and event numbers.

INTEREST RATE SWAPS MEASURED AT FAIR VALUEThe group has interest rate swaps for £55m, which under FRS 102 were recognised as a financial liability at 1 April 2014. During the year ended 31 March 2016 the movement in the fair value of the interest rate swaps resulted in a charge to the profit and loss account of £2.6m (2015: £10.3m)

INTEREST PAYABLENet interest payable decreased by £0.4m to £3.0m, as net debt decreased from £60.5m to £34.1m.

TAXATIONThe tax charge on profit for the year was £0.2m, an effective rate of 4% due to the utilisation of allowable losses carried forward from the previous year.

EARNINGS PER SHAREThe earnings per share fell from 9.6p to 7.7p.

DIVIDENDSAn interim dividend of 1.10p has been paid and the Board recommends a final dividend of 3.36p, which will make a total of 4.46p for 2016 (2015: 4.46p).

CASH FLOW AND FINANCINGThe group’s net borrowing reduced by £26.4m, from £60.5m at 31 March 2015 to £34.1m at 31 March 2016 due to the proceeds received from the sale of the Beer Co.

In February 2016 the group bought back and cancelled 750,000 shares at a cost of £0.8m from Chase Nominees Limited.

The group made deficit contributions to the defined benefit pension schemes of £2.8m (2015: £3.4m). Whilst these schemes were closed in August 2009, the group is committed to funding the deficit on the schemes which was £33.3m, before tax, at 31 March 2016, an increase of £4.5m from £28.8m at 31 March 2015.

The group has £45m of long term debt and cash balances of £10.9m at 31 March 2016. The group had bank facilities of £30m at 31 March 2015, but these were cancelled following receipt of the funds from the sale of the beer business as the group had sufficient cash balances to meet its short term needs. It is anticipated that new bank facilities will be put in place later in 2016 to meet the requirements of the group’s capital investment plans.

PROPERTYDuring the year we sold 20 pubs for a total of £4.3m generating a loss against book value, after disposal costs, of £0.2m.

In line with our accounting policy, 20% of our properties were subject to a formal revaluation, and additionally an impairment review was carried out on the rest of our property estate. This resulted in a reduction in the total value of our property portfolio of £1.2m of which £0.1m was charged to the profit and loss account and £1.1m deducted from the revaluation reserve.

TREASURY POLICY AND FINANCIAL RISK MANAGEMENTTreasury policies are subject to Board approval. All borrowings are in sterling fixed interest loans. The group has interest rate swaps for £55m where it is committed to paying the difference between LIBOR and fixed interest rates. At 31 March 2016 a financial liability of £21.2m has been recognised in respect of these interest rate swap contracts.

Kevin Wood - Finance Director7 June 2016





ECONOMIC RISKS ECONOMIC MITIGATION

The company’s business operations are sensitive to economic conditions and in particular to consumer spending. Changes in economic conditions could affect consumer spending and therefore our revenue.

Our business encompasses pubs, hotels and inns, with offers targeted at different consumer groups, as well as geographically spread. The Board regularly reviews the impact of the economic conditions on the company’s strategic plans.

There is an on-going risk of increases in the costs of key inputs, in particular utilities and food.

All sections of the business are reminded of the need to keep cost base low, and our purchasing team negotiates to protect against significant cost increases on major inputs.

Our tenants and customers are also affected by the economic climate, giving rise to a higher risk of tenant defaults and business failures.

The financial health of our tenants is monitored and support offered where appropriate. New tenants are subject to detailed credit reviews.

Property values are impacted by changes to economic conditions, along with our ability to make disposals at appropriate values.

The long term value of our properties is regularly assessed. Decisions around investment and disposal are made on a site by site basis.

The company has £55m of fixed interest rate swaps on which it is committed to paying the difference between LIBOR and the fixed rates. The cost of servicing the swaps is therefore dependent on LIBOR.

The LIBOR rate is monitored on an on-going basis, along with the buy out cost of our swaps. Swaps are paid off when the Board considers it to be in the best interests of the company based upon expectations of future interest rates and the financial position of the company.

REGULATORY RISKS REGULATORY MITIGATION

In recent years the government has increased its focus on alcohol consumption as public concern over alcohol related social problems and the associated health issues has increased. There is a risk that further legislation, including additional tax, may adversely affect the business.

We are committed to acting responsibly and promote safe drinking campaigns in our marketing. We ensure that our training covers all aspects of licensing legislation.

The beer tie has been the target of ongoing government scrutiny. In addition the government prepares to legislate on a mandatory code of conduct for tenanted pub companies. The nature of this legislation could negatively impact our tenanted pub business.

Our tenanted code of practice has improved the transparency and openness of our tied agreements. We actively monitor proposed legislation and engage with the government directly and through trade bodies.

A failure to comply with health and safety legislation (including food safety, fire legislation) could lead to injury, illness or the loss of life of our tenants, customers or employees, with a resulting reputational impact.

We have a range of policies and procedures in place to ensure compliance with regulatory requirements in relation to health and safety. Independent risk assessments and audits are carried out, and recommendations acted upon. We record and investigate all incidents.

The company operates several pension schemes, including a defined benefit pension scheme. Although the defined benefit pension scheme is now closed to new entrants, there remains a significant pension liability on the balance sheet. There is a risk that a change in legislation could impact cash flow by requiring higher contributions.

Management continues to closely monitor developments in relation to pension scheme funding. The company has a plan in place and is committed to reducing the deficit.

// RISKS AND UNCERTAINTIES



OPERATIONAL RISKS OPERATIONAL MITIGATION

Business operations could be adversely affected by any lengthy interruption in supply or large cost increases from suppliers which cannot be passed on to customers.

We review the financial position of our major suppliers to assess the risk of them ceasing to be able to trade.

We are reliant on information systems and technology for all areas of the business which could adversely affect operations if they were to fail for any length of time.

An IT disaster recovery plan is in place, which is regularly updated and tested. We have invested significantly in the company’s IT systems over recent years and have outsourced the management and support of key systems.

The group operates in highly competitive markets and our ability to compete effectively very much depends on our success in distinguishing the quality of our products and services from those offered by others.

We regularly review and invest in our brands and marketing in order to distinguish our products and services, and are committed to ensuring quality throughout.

PEOPLE RISKS PEOPLE MITIGATION

Our business is highly reliant on the people we employ. Labour or skill shortages, high employee turnover or failure to recruit and retain the best employees and tenants may impact our ability to deliver our operational and strategic objectives.

We aim to recruit the best people with the right skills and offer training and development opportunities to ensure that we retain them.

FINANCIAL RISKS FINANCIAL MITIGATION

We need to ensure that sufficient and appropriate bank facilities are in place to meet the ongoing funding requirements of the business.

Business decisions are taken with regard to their impact on banking arrangements. We meet regularly with our bankers and provide them with appropriate information on the performance of the business. A significant proportion of our debt is long term, by way of debentures with the Prudential.

We are reliant on maintaining sound systems of internal control to prevent the risk of fraud or material error in the financial statements.

We perform a regular review of our internal control systems to ensure that they remain appropriate and sustainable.



// CORPORATE SOCIAL RESPONSIBILITY

The Board ensures that the group works to improve performance across a wide range of Corporate Social Responsibility activities by identifying the key CSR issues, agreeing actions for improvement and measuring performance against these objectives.

Our CSR activities can be summarised in the following areas:

ENVIRONMENTWe recognise that our activities affect the environment in a number of ways including use of energy (gas, electric, fuel) and water, noise and packaging waste.

We have identified and installed a range of energy saving measures across all areas of the business including:

• Hotels and Inns: installation of low energy lighting, energy efficient air conditioning, centrally controlled heating, water saving devices in toilet cisterns, power perfector monitoring devices, water saving shower heads, low energy hand dryers and use of equipment with self-standby modes. We have moved our electricity supply in the hotels to renewable energy sources.

• Pubs: we are rolling out a programme to ensure all our properties have an appropriate level of loft and other insulation. We have a rolling programme of investment to install double glazing and energy efficient boilers. We also distribute advice on ‘energy saving’ ideas to our tenants.

SUPPORT FOR THE COMMUNITIES IN WHICH WE OPERATEThe communities in which we operate are vitally important to us, particularly in our North West heartland. During the year we continued to support the development of Blackburn Youth Zone, a facility for young people in the Blackburn area to meet and develop their sporting and social skills in a safe and supportive environment, and our 2016 chosen local charity, St Catherine's Hospice.

In partnership with British Waterways we have adopted a stretch of the Leeds to Liverpool Canal and help to maintain its cleanliness.

We encourage our pubs to become the centre of their communities and the group supports their work in sponsoring local events. In the last financial year, through raffles, auctions and other fundraising activities, our pubs raised money for a range of charitable causes.

SUPPORT FOR OUR TENANTSWe pride ourselves on working with our tenants to give them the best chance of success. In partnership with an award winning training provider we offer a wide ranging training programme specifically designed for the licensed and leisure trade, to accompany a comprehensive support package carried out in the pub with our Area Business Managers.

Codes of practice are in place to ensure that tenants understand fully what to expect when taking on a tenancy.

RESPONSIBLE RETAILINGAlcohol misuse and underage drinking and their associated health and social problems are matters of legitimate concern in the UK today. We take these issues seriously and are committed to ‘responsible retailing’ to reduce their impact.

We are supporters of ‘Drinkaware’ (drinkaware.co.uk), an independent UK alcohol awareness charity that provides consumers with information about the effects of alcohol on their lifestyle. Through education and programmes, grants, expert information and resources it aims to promote responsible drinking and help reduce alcohol misuse.

We encourage our tenanted pub estate to support and sign up to ‘Best Bar None’ (BBN) schemes where they exist, and promote membership of their local Pubwatch schemes.

The group is a member of the British Beer and Pub Association (BBPA). We are committed to pursuing the BBPA’s objectives to support the interests of the British beer and pub industry, including working with the government to promote responsible drinking.

We are committed to acting as a responsible retailer and promote our belief that the safest and most responsible place to consume alcohol is in a well-managed community pub, offering a relaxed and safe environment.

FOOD SAFETY AND SUPPLYIn the year to March 2016, we spent c£4.6m on purchasing food, sourcing nearly 4,000 lines from six main suppliers. We are determined to ensure that the goods we buy are as described, mainly of UK origin, produced ethically and are socially and environmentally sustainable. We strive to maintain consistently high standards of food quality and hygiene. We ensure that our food suppliers have appropriate accreditation and full traceability with regards to food hygiene and quality.

Our pubs, hotels and inns source locally wherever possible, supporting their local communities and businesses. By keeping our external suppliers under review we are able to minimise food and delivery miles.

PEOPLEOur people are the core of our business and our future success will be delivered through them. The family ethos has remained evident as the company has grown.

We respect our employees by encouraging their development and training, and provide a safe working environment. We are committed to ensuring that all employees receive equal treatment regardless of nationality, race, religion, ethnic origin, sex, disability or age.

“OUR PEOPLE ARE THE CORE OF OUR BUSINESS”



The North Lakes team raising money selling a specially created Sports Relief cocktail in the bar.

Donation to the local school for each portion of onion rings sold at the Lister Arms at Malham.

Activities to raise funds for St. Catherine’s Hospice by the head office team.



CHAIRMAN

Mrs Ann Yerburgh, DLAnn Yerburgh was appointed to the Board in March 1974 and was appointed Chairman in August 2000.

EXECUTIVE DIRECTORS

Richard Bailey, BA, ACA - Chief Executive OfficerRichard Bailey joined the Board as a non-executive director in November 2002. He joined the company as Business Development and Strategy Director in November 2009 and was appointed Chief Executive in March 2011. He qualified as a Chartered Accountant with KPMG and has a BA in Economics from Durham University. He previously worked in the financial services industry.

Kevin Wood, MEng, ACA - Finance DirectorKevin Wood joined the Board as Finance Director in March 2010. He qualified as a Chartered Accountant with Pricewaterhouse Coopers, and has an MEng in Chemical Engineering from Nottingham University. He was previously Finance Director of Accsys Technologies plc and held senior finance roles with Arla Foods, Express Dairies and Lloyds Pharmacy.

NON-EXECUTIVE DIRECTORS

John Barnes BAJohn was appointed as an independent non-executive director in June 2014. He is currently a non-executive director of Rockfish Restaurants, and two family owned Leeds based businesses. He was previously Chairman or Director of Harry Ramsden’s, La Tasca, Caffe Nero, Arena Leisure, Hardy’s and Hanson’s, Sportech Plc and Novus Leisure.

Arabella Yerburgh, BSc, MAArabella Yerburgh joined the Board as a non-executive director in September 2010. She holds an MA in Curating Contemporary Design from Kingston University and has a background in design, brand consultancy and marketing.

Oscar Yerburgh, BAOscar was appointed to the Board on 1 June 2016, and represents the wider ownership interests of the Yerburgh family in the capacity of a non-executive director.

COMPANY SECRETARY

Susan Woodward, ACISSusan Woodward was appointed Company Secretary in December 2004. She joined the company in 1978, and is a qualified Chartered Secretary.

GOVERNANCE// BOARD OF DIRECTORS AS AT 31 MARCH 2016

The directors of Daniel Thwaites PLC submit their report and accounts for the financial year ended 31 March 2016.

ACTIVITIESThe group’s principal activity is the operation of hotels, inns, pubs and a small brewery.

BUSINESS REVIEW AND FUTURE DEVELOPMENTSThis report should be read in conjunction with the Chairman’s Statement and the Strategic Report, which are incorporated in this report by reference and which provide further details of the group’s activities during the year and likely future developments.

DIVIDENDSThe directors have recommended a final dividend of 3.36p to be paid on 19 July 2016 to shareholders on the register at close of business on 24 June 2016. This makes a total dividend for the year of 4.46p.

DIRECTORSThe directors who held office during the year are set out below:

Mrs A Yerburgh, DL* (Chairman)R A J Bailey, BA, ACA (Chief Executive Officer)K D Wood, MEng, ACA (Finance Director)†P A Boddy, BA, MBA* (resigned 23 October 2015)A M R Yerburgh, BSc, MA (resigned 1 June 2016)†M J Barnes BA*

O G H Yerburgh, BA (appointed 1 June 2016)

*Member of the Remuneration Committee†Independent non-executive director

In accordance with the company’s Articles of Association, Mr K D Wood retires by rotation and, being eligible, offers himself for re-election. Mr O G H Yerburgh having been appointed a director since the last Annual General Meeting also retires, and being eligible, offers himself for re-election.

None of the directors had any material interest during the year in any contract of significance in relation to the group’s business.

DIRECTORS’ INDEMNITYThe directors have the benefit of the indemnity provision contained in the company’s Articles of Association. This provision, which is a qualifying third party indemnity provision, was in force throughout the current financial year and remains in force at the date of this report.

EMPLOYEESIt is the policy of the group to keep employees regularly informed on matters of importance and interest. The directors also give attention to all aspects of health and safety within the group as well as giving disabled people full and fair consideration in respect of employment, training, career development and promotion. There are also opportunities for employees who become disabled to continue in their employment or to be retained for other positions within the group.

EMPLOYEE SHARE OPTION SCHEME Share schemes were introduced in 1998 which allowed certain employees and full time directors of the group options to acquire shares. These are exercisable between three and ten years from the date of grant, subject to certain performance criteria being met. The existing schemes have now matured. Existing options are expected to lapse without being exercised.

SUPPLIER PAYMENT POLICYThe company agrees the terms of payment in advance with each of their main suppliers linked to the date of delivery of goods or provision of services and the receipt of a correct invoice. It is group policy to pay all other suppliers’ invoices on or before the end of the following month.

CHARITABLE AND POLITICAL CONTRIBUTIONSThe group made a charitable contribution of £25,000 to Blackburn Youth Zone during the year. The group made no political contributions.

SIGNIFICANT SHAREHOLDINGSSo far as the company is aware the following shareholders held legal or beneficial interests in ordinary shares of the company exceeding 3% as at 31 March 2016:

Mrs A Yerburgh ............................................................................ 6.3%Yerburgh Family Settlement Trusts ............................................. 32.0%Albany Trustees ......................................................................... 14.9%

CLOSE COMPANY PROVISIONS In the opinion of the directors the company is a close company within the definition of the Corporation Tax Act 2010.

DIRECTORS' RESPONSIBILITIES IN RELATION TO THE COMPANY'S AUDITOR The directors who held office at the date of approval of this Directors' Report confirm that:

• so far as they are each aware, there is no relevant audit information of which the company's auditor is unaware; and

• each director has taken all the steps that he or she ought to have taken as a director (i) to make himself or herself aware of any relevant audit information and (ii) to establish that the company's auditor is aware of that information.

AUDITORIn accordance with section 489 of the Companies Act 2006, a resolution for the re-appointment of KPMG LLP as auditor of the company is to be proposed at the forthcoming Annual General Meeting.

By order of the Board

Mrs S I Woodward - Secretary7 June 2016



// REPORT OF THE DIRECTORS



// CORPORATE GOVERNANCE

The Board has put in place a framework for Corporate Governance which it believes is appropriate to the company. The Board is committed to maintaining the highest standards, but is not required to comply with all aspects of the principles of good governance set out in the Combined Code on Corporate Governance.

The following statement describes how the Board has applied the principles of Corporate Governance.

THE BOARD AND COMMITTEES The Board is headed by the Chairman and includes two executive and two non-executive directors. All appointments to the Board are for a specified term. All directors are subject to re-election by rotation, one third of their number each year and their re-election is subject to shareholder approval. All newly appointed directors stand for re-election at the Annual General Meeting following their appointment. All the directors of the company are resident in the UK and bring a wide range of skills and experience to the Board. The Board meets regularly throughout the year and has matters referred to it for approval including strategy, annual budgets, the rolling five year financial plan, general treasury and risk management policies.

Major capital acquisitions and disposals are authorised by the Board which also monitors the post investment performance.

There is an established procedure whereby directors, in furtherance of their duties, may take independent professional advice at the expense of the company. The Board ensures that all directors continually update the skills and knowledge required to fulfil their role both on the Board and on board committees. All directors have access to the advice and services of the company Secretary.

The Board has not established an Audit Committee as the directors consider that the current arrangements with the external auditor are effective. The Board regularly monitors and reviews the auditor’s independence, objectivity and effectiveness. The auditor meets with the non-executive directors prior to the commencement of the audit and attends the board meeting at which the annual accounts are approved. The Board gives full consideration to all reports received from the auditor.

As all Board appointments are formally considered by the Board, there is no need for a Nominations Committee.

REMUNERATIONThe Remuneration Committee meets regularly and, having taken the relevant advice, determines on behalf of the Board the remuneration package of the executive directors and other senior executives. The Remuneration Committee aims to ensure that remuneration packages are competitive and designed to attract, retain and motivate directors and executives of the right calibre.

In particular, the committee has regard to the levels of remuneration in the group and in specific sectors and businesses with which group companies compete and is also sensitive to salary levels in the wider community. The group operates performance related reward policies, designed to provide the correct balance between fixed and variable remuneration.

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RELATION TO THE ANNUAL REPORT AND THE FINANCIAL STATEMENTSThe directors are responsible for preparing the Annual Report, Strategic Report, the Directors’ Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the group and parent company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

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 applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent company will continue in business.



The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

INTERNAL CONTROLThe Board acknowledges its ultimate responsibility for all aspects of the system of internal control and risk management and for reviewing its effectiveness. During the year both the internal control and risk management systems have been reviewed by the Board.

In establishing these systems, the directors have considered the nature of the group’s business with regard to the risks to which the business is exposed, the likelihood of such risks occurring and the costs of protecting against them. The system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

The primary responsibility for the day to day operation of the systems of internal control and the identified primary risks facing the group is delegated to the executive directors. The following key features of the system, which have remained unchanged during the year, are:

• reports to the Board from operating divisions on a regular basis;

• comprehensive annual budgeting with results reported monthly against budget;

• forecasts regularly updated and reported to the Board;

• cash flow forecasting on a rolling five year basis;

• capital expenditure feasibility reports with post completion appraisals;

• physical and computer security issues and contingency planning;

• well-structured financial and administration functions reporting regularly to the Board;

• risk management review and monitoring of those risks.

INVESTOR RELATIONSCommunications with shareholders are given a high priority with information provided regularly in interim and annual financial statements and any issues of concern can be addressed to the Board by any shareholder. All shareholders are encouraged to attend the Annual General Meeting where they are given an opportunity to question the Chairman and the Board.



We have audited the financial statements of Daniel Thwaites PLC for the year ended 31 March 2016 as set out on pages 27 to 49. The financial reporting framework that has been applied in their preparation is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.

RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR As explained more fully in the Directors’ Responsibilities Statement as set out on page 24, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate

OPINION ON FINANCIAL STATEMENTS In our opinion the financial statements:

• give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 March 2016 and of the group’s profit for the year then ended;

• have been properly prepared in accordance with UK Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

OPINION ON OTHER MATTER PRESCRIBED BY THE COMPANIES ACT 2006 In our opinion the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Will Baker (Senior Statutory Auditor)for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants 8 Princes Parade, Liverpool, L3 1QH7 June 2016

FINANCIALSTATEMENTS// INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DANIEL THWAITES PLC



// GROUP PROFIT AND LOSS ACCOUNTfor the year ended 31 March 2016

// STATEMENT OF COMPREHENSIVE INCOMEfor the year ended 31 March 2016

2016 2016 2016 2015 2015 2015£m £m £m £m £m £m

NoteContinuing operations

Discontinued operations Total

Continuing operations

Discontinued operations Total

Turnover 1 81.4 3.2 84.6 78.2 59.4 137.6 Cost of sales (59.3) (2.4) (61.7) (56.2) (50.0) (106.2)

Gross profit 22.1 0.8 22.9 22.0 9.4 31.4 Distribution costs (4.6) (0.5) (5.1) (6.2) (6.5) (12.7)Administrative expenses (6.0) (0.2) (6.2) (6.0) (0.7) (6.7)Restructuring costs - - - - (1.0) (1.0)Property impairment (0.1) - (0.1) (1.4) - (1.4)

Operating profit 2 11.4 0.1 11.5 8.4 1.2 9.6 Profit on sale of Beer Company - - - - 9.6 9.6 Property disposals (0.2) - (0.2) 0.2 - 0.2

Profit before interest 11.2 0.1 11.3 8.6 10.8 19.4 Net interest payable 4 (3.0) - (3.0) (3.4) - (3.4)Loss on interest rate swaps measured at fair value

15 (2.6) - (2.6) (10.3) - (10.3)

Finance charge on pension liability 9 (0.9) - (0.9) (0.7) - (0.7)

Profit (loss) on ordinary activities before taxation

1 4.7 0.1 4.8 (5.8) 10.8 5.0

Taxation on profit (loss) for the year 5 (0.2) - (0.2) 0.7 - 0.7

Profit (loss) on ordinary activities after taxation

4.5 0.1 4.6 (5.1) 10.8 5.7

Earnings per shareBasic 7 7.7p 9.6p Diluted 7 7.7p 9.6p

2016 2015£m £m

Profit on ordinary activities after taxation 4.6 5.7 Deficit on revaluation of land and properties (1.1) (3.0)Recognised actuarial loss on pension schemes (6.3) (12.8)Movement on deferred tax relating to actuarial loss 1.1 2.6

Total recognised losses for the year (1.7) (7.5)



// GROUP BALANCE SHEETas at 31 March 2016

2016 2015Note £m £m

Fixed AssetsTangible assets 10 255.8 253.1 Investments 11 3.4 3.7

259.2 256.8 Current AssetsStocks 13 0.6 3.7 Trade and other debtors 14 11.7 45.2 Cash at bank and in hand 10.9 3.0

23.2 51.9 Creditors due within one yearTrade and other creditors 15 (13.0) (20.7)Loan capital 16 - (18.5)

(13.0) (39.2)

Net current assets 10.2 12.7

Total assets less current liabilities 269.4 269.5

Creditors due after one year 15 (66.2) (65.6)

Net assets excluding pension liability 203.2 203.9

Pension liability 9 (33.3) (28.8)

Net assets including pension liability 169.9 175.1

Capital and reservesCalled up share capital 19 14.7 14.9 Capital redemption reserve 20 1.1 0.9 Revaluation reserve 20 79.2 80.9 Profit and loss account 74.9 78.4

Equity shareholders' funds 169.9 175.1

The accounts on pages 27 to 49 were approved by the Board of Directors on 7 June 2016 and signed on its behalf by

R.A.J. Bailey - Chief Executive Officer

K.D. Wood - Finance Director

Company Registered No. 51702



// STATEMENT OF CHANGES IN EQUITYfor the year ended 31 March 2016

Called-up share capital

Capital redemption

reserveRevaluation

reserveProfit and loss

account Total£m £m £m £m £m

GroupAt 31 March 2014 14.9 0.9 84.8 84.7 185.3 Profit for the year - - - 5.7 5.7 Recognised actuarial loss on pension schemes - - - (12.8) (12.8)Movement on deferred tax relating to actuarial loss - - - 2.6 2.6 Deficit on property revaluation - - (3.0) - (3.0)

Total comprehensive income - - (3.0) (4.5) (7.5)Dividends paid - - - (2.7) (2.7)Transfer on disposal of properties - - (0.9) 0.9 -

At 31 March 2015 14.9 0.9 80.9 78.4 175.1 Profit for the year - - - 4.6 4.6 Recognised actuarial loss on pension schemes - - - (6.3) (6.3)Movement on deferred tax relating to actuarial loss - - - 1.1 1.1 Deficit on property revaluation - - (1.1) - (1.1)

Total comprehensive income - - (1.1) (0.6) (1.7)Dividends paid - - - (2.7) (2.7)Purchase and cancellation of shares (0.2) 0.2 - (0.8) (0.8)Transfer on disposal of properties - - (0.6) 0.6 -

At 31 March 2016 14.7 1.1 79.2 74.9 169.9

Called-up share capital

Capital redemption

reserveRevaluation

reserveProfit and loss

account Total£m £m £m £m £m

ParentAt 31 March 2014 14.9 0.9 52.4 116.2 184.4 Profit for the year - - - 2.3 2.3 Recognised actuarial loss on pension schemes - - - (12.8) (12.8)Movement on deferred tax relating to actuarial loss - - - 2.6 2.6 Deficit on property revaluation - - 0.5 - 0.5

Total comprehensive income - - 0.5 (7.9) (7.4)Dividends paid - - - (2.7) (2.7)Transfer on disposal of properties - - (0.5) 0.5 -

At 31 March 2015 14.9 0.9 52.4 106.1 174.3 Profit for the year - - - 4.0 4.0 Recognised actuarial loss on pension schemes - - - (6.3) (6.3)Movement on deferred tax relating to actuarial loss - - - 1.1 1.1 Deficit on property revaluation - - (0.5) - (0.5)

Total comprehensive income - - (0.5) (1.2) (1.7)Dividends paid - - - (2.7) (2.7)Purchase and cancellation of shares (0.2) 0.2 - (0.8) (0.8)Transfer on disposal of properties - - (0.6) 0.6 -

At 31 March 2016 14.7 1.1 51.3 102.0 169.1



// STATEMENT OF CASH FLOWSfor the year ended 31 March 2016

2016 2015£m £m

Cash flow from operating activitiesOperating profit before exceptionals 11.5 9.6Non cash items - Depreciation 6.9 8.3 - Others including profit or loss on sale of fixed assets 0.4 1.4 Defined benefit pension contributions (2.8) (3.4)Movement in working capital - Stocks 3.1 - - Debtors 8.4 1.1 - Creditors (7.7) 0.4

Cash flow from operating activities 19.8 17.4 Tax refunded (paid) 0.9 (1.1)

Net cash flow from operating activities 20.7 16.3

Cash flow from investing activitiesPayments to acquire tangible fixed assets (15.5) (16.1)Receipts from sales of tangible fixed assets (including proceeds from the sale of Beer Co) 29.7 4.8 Trade loans advanced (0.4) (0.8)Trade loans repaid 0.4 1.4

Net cash flow from investing activities 14.2 (10.7)

Cash flow from financing activitiesInterest paid (5.3) (5.9)Interest and investment income received 0.3 0.4 Repayment of / additional unsecured bank loans (18.5) 2.0 Purchase and cancellation of shares (0.8) - Equity dividends paid (2.7) (2.7)

Net cash flow from financing activities (27.0) (6.2)

Net increase (decrease) in cash and cash equivalents 7.9 (0.6)Cash and cash equivalents at beginning of year 3.0 3.6

Cash and cash equivalents at end of year 10.9 3.0

Cash and cash equivalents consist of:Cash at bank and in hand 10.9 3.0

Cash and cash equivalents 10.9 3.0 Loan capital (45.0) (63.5)

Net debt (34.1) (60.5)

Reconciliation of net cash flow to movement in net debtIncrease (decrease) in cash 7.9 (0.6)Cash flow from decrease (increase) in debt 18.5 (2.0)

26.4 (2.6)Net debt at beginning of year (60.5) (57.9)

Net debt at end of year (34.1) (60.5)



// PARENT BALANCE SHEETas at 31 March 2016

2016 2015Note £m £m

Fixed AssetsTangible assets 10 255.8 253.1 Investments 11 3.4 3.7 Investment in subsidiary undertakings 12 10.4 10.4

269.6 267.2 Current AssetsStocks 13 0.6 3.7 Trade and other debtors 14 11.7 45.2 Cash at bank and in hand 10.9 3.0

23.2 51.9 Creditors due within one yearTrade and other creditors 15 (13.0) (20.7)Loan capital 16 - (18.5)

(13.0) (39.2)

Net current assets 10.2 12.7

Total assets less current liabilities 279.8 279.9

Creditors due after one year 15 (77.4) (76.8)

Net assets excluding pension liability 202.4 203.1

Pension liability 9 (33.3) (28.8)

Net assets including pension liability 169.1 174.3

Capital and reservesCalled up share capital 19 14.7 14.9 Capital redemption reserve 20 1.1 0.9 Revaluation reserve 20 51.3 52.4 Profit and loss account 102.0 106.1

Equity shareholders' funds 169.1 174.3

The accounts on pages 27 to 49 were approved by the Board of Directors on 7 June 2016 and signed on its behalf by

R.A.J. Bailey - Chief Executive Officer

K.D. Wood - Finance Director

Company Registered No. 51702

BASIS OF PREPARATION Daniel Thwaites PLC is a Public Limited Company incorporated and domiciled in the UK.

These group and parent company financial statements have been prepared in accordance with Financial Reporting Standard 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS 102”) as issued in August 2014. The amendments to FRS 102 issued in July 2015 and effective immediately have been applied.

An explanation of how the transition to FRS 102 has affected financial position and financial performance of the group is provided in note 24.

The groups business activities, together with the factors likely to affect its future development, performance and position are set out in the Operating Review and the Risks and Uncertainties section of the Strategic Report. The financial position of the group, its cash flows, liquidity position and borrowing facilities are described in the Financial Review section of the Strategic Report. As a consequence, the directors believe that the group is well placed to manage its business risks successfully.

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, financial instruments classified at fair value through the profit or loss, investment property, tangible fixed assets measured in accordance with the revaluation model.

GOING CONCERNThe directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and for this reason they continue to adopt the going concern basis in preparing the annual financial statements.

SIGNIFICANT JUDGEMENTS AND ESTIMATESThe key area of judgement is the assessment of impairment of the group’s properties. The directors review the book value of each individual property on an annual basis taking into account current and prospective levels of trade and industry published trading multiples based on the location, mix of business and sustainability of that business.

The deficits on the defined benefit pension schemes are determined using actuarial assumptions. Due to the long term nature of these liabilities, the assumptions around life expectancy and discount rates are subject to a degree of uncertaintyWhilst judgements and estimates have been made is assessing asset values and provisions, the directors consider the risk of material adjustment in the next year to be low.

BASIS OF CONSOLIDATIONThe consolidated financial statements include the financial statements of the company and its subsidiary undertakings made up to 31 March 2016. A subsidiary is an entity that is controlled by the parent. The results of subsidiary undertakings are included in the consolidated profit and loss account from the date that control commences until the date that control ceases. Control is established when the company has the power to govern the operating and financial policies of an entity so as to obtain benefits from its activities. In assessing control, the group takes into consideration potential voting rights that are currently exercisable.

Under Section 408 of the Companies Act 2006 the company is exempt from the requirement to present its own profit and loss account.

In the parent financial statements, investments in subsidiaries are carried at cost less impairment.

DISCONTINUED OPERATIONS A discontinued operation is a component of the group’s business that has been disposed of at the reporting date and previously represented a separate major line of business or geographical area of operations that has been disposed of, has been abandoned or meets the criteria to be classified as held for sale.

Discontinued operations are presented in a separate column for the current and comparative periods, including the gain or loss on sale.

FIXED ASSETSTangible fixed assets are stated at cost or valuation less accumulated depreciation and accumulated impairment losses.

Where parts of an item of tangible fixed assets have different useful lives, they are accounted for as separate items of tangible fixed assets, for example land is treated separately from buildings.

The group assesses at each reporting date whether tangible fixed assets are impaired.

Depreciation is charged to the profit and loss account on a straight-line basis over the estimated useful lives of each part of an item of tangible fixed assets. Leased assets are depreciated over the shorter of the lease term and their useful lives. Land is not depreciated. The estimated useful lives are as follows:

• buildings: periods up to 50 years

• plant and equipment: periods between 3 and 25 years

• fixtures and fittings: periods between 5 and 15 years

Depreciation methods, useful lives and residual values are reviewed if there is an indication of a significant change since last annual reporting date in the pattern by which the company expects to consume an asset’s future economic benefits.

FINANCIALSTATEMENTS// ACCOUNTING POLICIES



Residual value is based on prices prevailing at the date of acquisition or subsequent valuation. Where, because of high estimated residual value, depreciation is immaterial, no depreciation is charged but an annual review for impairment is performed. Both residual values and useful lives are reviewed and adjusted, if appropriate, at each financial year end.

The profit or loss on disposal of properties is the difference between the net amount realised and book value. Valuation differences realised on disposal are transferred from the revaluation reserve to the profit and loss account reserve.

Land and properties include properties revalued by external valuers and the group’s own professionally qualified staff.

The freehold industrial buildings are stated at cost, less provision for depreciation and impairments. The brewery land held for redevelopment is stated at valuation.

The carrying amounts of the group’s assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the fixed asset may not be recoverable. If any such indication exists, the asset’s recoverable amount is estimated.

A revaluation loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. Revaluation losses are recognised in the profit and loss account unless it arises on a previously revalued fixed asset. A revaluation loss on a revalued fixed asset is recognised in the profit and loss account if it is caused by a clear consumption of economic benefits. Otherwise revaluations are recognised in the statement of comprehensive income until the carrying amount reaches the asset’s depreciated historic cost. Thereafter, revaluation losses are recognised in the profit and loss account unless it can be demonstrated that the recoverable amount of the asset is greater than its revalued amount, in which case the loss is recognised in the statement of comprehensive income to the extent that the recoverable amount of the asset is greater than its revalued amount.

Revaluation gains are recognised in the profit and loss account only to the extent (after adjusting for subsequent depreciation) that they reverse revaluation losses on the same asset that were previously recognised in the profit and loss account. All other revaluation gains are recognised in the statement of comprehensive income.

INVESTMENTSThe group’s long-term trade loans are recognised as investments within fixed assets and are stated at cost less amounts provided for impairment losses.

In the company’s financial statements, investments in subsidiary undertakings are stated at cost less amounts written off as impairment losses.

STOCKSStocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the first-in first-out principle and includes expenditure incurred in acquiring the stocks, production or conversion costs and other costs in bringing them to their existing location and condition. In the case of manufactured stocks and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.

TRADE AND OTHER DEBTORS / CREDITORSTrade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors.

INTEREST-BEARING BORROWINGS Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.

CASH AND CASH EQUIVALENTSCash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the company’s cash management are included as a component of cash and cash equivalents for the purpose only of the cash flow statement.

FINANCIAL INSTRUMENTSFinancial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.





DERIVATIVE FINANCIAL INSTRUMENTS Derivative financial instruments are recognised at fair value. The gain or loss on re-measurement to fair value is recognised immediately in the profit and loss account.

IMPAIRMENT OF FINANCIAL ASSETS (INCLUDING TRADE AND OTHER DEBTORS)A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. For financial instruments measured at cost less impairment, an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the company would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. Impairment losses are recognised in profit or loss. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

EMPLOYEE BENEFITSA defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees.

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The entity’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The fair value of any plan assets is deducted. The entity determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate as determined at the beginning of the annual period to the net defined benefit liability (asset) taking account of changes arising as a result of contributions and benefit payments.

The discount rate is the yield at the balance sheet date on AA credit rated bonds denominated in the currency of, and having maturity dates approximating to the terms of the entity’s obligations. A valuation is performed annually by a qualified actuary using the projected unit credit method. The entity recognises net defined benefit plan assets to the extent that it is able to recover the surplus either through reduced contributions in the future or through refunds from the plan.

Changes in the net defined benefit liability arising from employee service rendered during the period, net interest on net defined benefit liability, and the cost of plan introductions, benefit changes, curtailments and settlements during the period are recognised in profit or loss.

Re-measurement of the net defined benefit liability/asset is recognised in other comprehensive income in the period in which it occurs.

EMPLOYEE SHARE OWNERSHIP TRUST (ESOP) Own shares held by the ESOP trust are treated as a deduction in arriving at shareholders’ funds. Other assets and liabilities of the ESOP trust are included in the group balance sheet.

Finance costs and administration expenses are charged in the profit and loss account as they accrue.

PROVISIONSA provision is recognised in the balance sheet when the entity has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.

TURNOVERTurnover represents amounts recognised by the group in respect of goods and services supplied, exclusive of Value added Tax and trade discounts. Revenue principally consists of food, drink and accommodation sales, which are recognised at the point at which goods or services are provided, rental income which is recognised on a straight line basis over the lease term and machine income, where net takings are recognised as earned.

OPERATING LEASE Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense.

// ACCOUNTING POLICIES CONTINUED



INTEREST RECEIVABLE AND INTEREST PAYABLE Interest payable and similar charges include interest payable, finance charges on shares classified as liabilities and finance leases recognised in profit or loss using the effective interest method, unwinding of the discount on provisions. Borrowing costs that are directly attributable to the acquisition, construction or production of an asset that takes a substantial time to be prepared for use, are expensed as incurred.

Other interest receivable and similar income include interest receivable on funds invested.

Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method.

TAXATIONTax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. The following timing differences are not provided for: differences between accumulated depreciation and tax allowances for the cost of a fixed asset if and when all conditions for retaining the tax allowances have been met; and differences relating to investments in subsidiaries, to the extent that it is not probable that they will reverse in the foreseeable future and the reporting entity is able to control the reversal of the timing difference. Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense.

Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. For non-depreciable assets that are measured using the revaluation model, or investment property that is measured at fair value, deferred tax is provided at the rates and allowances applicable to the sale of the asset/property. Deferred tax balances are not discounted.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is recognised on asset revaluations and rolled over taxable gains to the extent that the taxable gains are not offset by carried forward and future taxable losses.



FINANCIALSTATEMENTS// NOTES TO THE ACCOUNTS

Turnover Profit (loss) before tax Net assets

2016 2015 2016 2015 2016 2015£m £m £m £m £m £m

Segmental analysisTurnover, profit and capital employed of continuing operations:Beer Co and Pubs 36.5 92.1 10.1 11.5 137.8 171.4Hotels and Inns 48.1 45.5 7.5 7.2 120.7 113.6 Group Central Charges - - (6.3) (6.5) - - Net interest payable - - (3.9) (4.1) - - Loss on interest rate swaps measured at fair value

- - (2.6) (10.3) - -

84.6 137.6 4.8 (2.2) 258.5 285.0One off items - - - 7.2 - -

84.6 137.6 4.8 5.0 258.5 285.0Pension liability - - - - (33.3) (28.8)Financial liability for interest rate swaps - - - - (21.2) (20.6)Net debt - - - - (34.1) (60.5)

84.6 137.6 4.8 5.0 169.9 175.1

In adopting FRS 102, the operating segment disclosure requirements of IFRS8 are required as the group has publicly traded equity instruments. The accounting policy for identifying segments is based on internal management reporting information that is regularly reviewed by the chief operating decision maker.

2. OPERATING PROFIT (LOSS)

2016 2015£m £m

Operating profit (loss) is stated after charging:Depreciation 6.9 8.3 Operating leases - plant and equipment 0.3 0.3 Operating leases - property 0.1 0.1 Restructuring costs - 1.0 Property impairment 0.1 1.4

The total property impairment amounts to £1.2m, of which £0.1m is a reduction against original cost and is charged to the profit and loss account, and the remaining £1.1m is a reduction against the revaluation reserve.

1. TURNOVER AND SEGMENTAL ANALYSISTurnover comprises sales to external customers, rents and other trading income, excluding value added tax.



3. AUDITOR'S REMUNERATION

2016 2015£'000 £'000

Fees payable to KPMG LLP:Statutory audit fees 53.0 56.0 Tax advisory services 20.5 20.6 Other services 17.5 44.0

4. INTEREST PAYABLE

2016 2015£m £m

Interest payable:On variable rate loans and overdrafts (including interest rate swaps) 0.1 0.7 On fixed rate loans 3.2 3.2

3.3 3.9 Interest receivable and similar income (0.3) (0.5)

3.0 3.4

5. TAXATION

2016 2015£m £m

The tax charge comprises:

Current taxUK corporation tax at 20% (2015: 21%) 0.1 - Adjustments in respect of prior years (0.2) 0.1

(0.1) 0.1 Deferred taxOrigination and reversal of timing differences (0.3) (0.1)Tax losses 1.0 (1.3)Pension cost relief in excess of pension cost charge including effect of rate changes 0.9 0.6 Adjustments in respect of prior years (1.2) - Adjustment in respect of change in tax rate to 18% (0.1) -

0.3 (0.8)

Tax on profit on ordinary activities 0.2 (0.7)

The difference between the total tax charge and the amount calculated at the standard rate of corporation tax in the UK of 20% (2015: 21%) is explained below:

2016 2015£m £m

Profit on ordinary activities before tax 4.8 5.0

Tax on profit on ordinary activities at standard rate of corporation tax 1.0 1.0 Disallowed expenses 0.1 0.2 Gain on sale of discontinued operations - (2.0)Reduction in tax rate on deferred tax balances 0.5 - Adjustments in respect of prior years (1.4) 0.1

Tax on profit on ordinary activities 0.2 (0.7)



Factors that may affect future tax charges:

A reduction in the UK corporation tax rate to 20% (effective 1 April 2015) was substantively enacted on 2 July 2013. Further reductions to 19% (effective from 1 April 2017) and 18% (effective from 1 April 2020) were substantively enacted on 26 October 2015. This will reduce the group's future current tax charge accordingly. The deferred tax liability at 31 March 2016 has been calculated based on the rate of 18% substantively enacted at the balance sheet date.

6. DIVIDENDS PAID

2016 2015£m £m

2014 final - 2.0 2015 interim - 0.7 2015 final 2.0 - 2016 interim 0.7 -

2.7 2.7

The directors have recommended a final dividend in respect of 2016 of 3.36p per share for approval at the Annual General Meeting. This amounts to £2.0m but has not been reflected in the financial statements. The dividend is payable on 19 July 2016 to shareholders on the register on 24 June 2016.

7. EARNINGS PER SHARE

2016 2015£m £m

Profit attributable to ordinary shareholders 4.6 5.7

Number Number'000 '000

Weighted average number of ordinary shares in issue during the year 59,374 59,499 Potential dilutive effect of performance related share options - -

59,374 59,499

p p

Basic earnings per shareContinuing operations 7.5 (8.6)Discontinued operations 0.2 18.2

Total 7.7 9.6

Diluted earnings per shareContinuing operations 7.5 (8.6)Discontinued operations 0.2 18.2

Total 7.7 9.6



8. STAFF COSTS

2016 2015£m £m

Wages and salaries 20.0 24.0 Redundancy costs - 1.0 Social security costs 1.3 1.8 Other pension costs 0.4 0.6 Expenses related to defined benefit scheme 0.6 0.4

22.3 27.8

Full time Part time

2016 2015 2016 2015The average number of persons employed by the group was: No. No. No. No.

Beer Co and Pubs 29 180 4 8 Hotels and Inns 632 537 658 674 Group central services 71 83 11 14

732 800 673 696

9. PENSION SCHEMES

Defined contributionEligible employees are able to join the group's defined contribution scheme, the assets of which are held separately from those of the group in an independently administered fund. The pension charge to the profit and loss account represents contributions payable by the group and amounts to £0.4m (2015: £0.6m).

Defined benefitThe group operates two defined benefit schemes which have been closed to new entrants since 1 April 2001 and closed to future accrual with effect from 31 August 2009. The schemes are funded by contributions from the group and, prior to closure, also from the employees. The assets of the schemes are held separately from the assets of the group in trustee administered funds.

A full actuarial valuation was carried out as at 1 January 2015, the preliminary results of this have been updated at 31st March 2016 by a qualified actuary.

The main assumptions used by the actuary were:

2016 2015

Rate of increase in pensions payment 3.0% 3.3%Rate of increase in pensions deferment 1.9% 2.2%Discount rate 3.5% 3.4%Price inflation (RPI) 3.0% 3.3%Price inflation (CPI) 1.9% 2.2%Cash commutation (proportion taken on retirement) 70% 70%Mortality (1959 scheme) 107% SAPS S2 CMI 2014 1.5% 105% SAPS S1 CMI 2011 0.75%Mortality (Supplementary scheme) SAPS S2 L CMI 2014 1.5% SAPS S1 L CMI 2011 0.75%



9. PENSION SCHEMES continued

Life expectancies under the 1959 scheme mortality assumptions are shown below:

2016 2015Years Years

Current pensioners (at 65) - males 87 86 Current pensioners (at 65) - females 90 89 Pensioners retiring in 20 years (at 65) - males 90 87 Pensioners retiring in 20 years (at 65) - females 92 90

The sensitivities regarding the principal assumptions used to measure the scheme liabilities are set out below:

Change in Impact on assumption scheme liabilities

Discount rate decrease 0.25% increase 4.5%Price inflation (RPI and CPI) increase 0.25% increase 1.0%Cash commutation (proportion taken on retirement) decrease 25% increase 2.5%Rate of mortality (change to life expectancy) decrease LTIR 0.75% decrease 4.5%

Value

2016 2015£m £m

Equities 86.1 90.8 Hedge Funds 0.3 1.0 Diversified Growth Funds 9.4 - Bonds 15.3 15.4 Gilts 1.1 1.2 Other 0.3 10.4

Fair value of scheme assets 112.5 118.8 Present value of scheme liabilities (145.8) (147.6)

Deficit in schemes (33.3) (28.8)Related deferred tax asset 6.0 5.8

Net pension liability (27.3) (23.0)

The difference between assets and liabilities is extremely volatile; it can alter very significantly depending on the date at which the measurements were carried out.

The group expects to contribute £2.3m to its defined benefit pension schemes in the year to 31 March 2017.



9. PENSION SCHEMES continued

Scheme assets Scheme liabilities Net deficit

2016 2015 2016 2015 2016 2015£m £m £m £m £m £m

Movement in deficit in the year

At the beginning of the year 118.8 106.9 (147.6) (125.5) (28.8) (18.6)Current service cost - - (0.1) (0.1) (0.1) (0.1)Administration expenses (0.5) (0.3) - - (0.5) (0.3)Contributions by employer 3.3 3.7 - - 3.3 3.7 Interest on pension liabilities 4.0 4.6 (4.9) (5.3) (0.9) (0.7)Benefits paid (4.8) (4.3) 4.8 4.3 - - Actuarial (loss) gain (8.3) 8.2 2.0 (21.0) (6.3) (12.8)

At the end of the year 112.5 118.8 (145.8) (147.6) (33.3) (28.8)

2016 2015£m £m

Group Profit and Loss AccountPension costs charged against operating profit:Current service cost in respect of defined benefit schemes (0.1) (0.1)Administration expenses (0.5) (0.3)Charge in respect of defined contribution scheme (0.4) (0.6)

(1.0) (1.0)Net interest on pension liability (0.9) (0.7)

Total charge (1.9) (1.7)

Actual return on scheme assets (4.3) 12.8

Amounts recognised in the statement of comprehensive incomeActuarial loss (6.3) (12.8)Deferred tax 1.1 2.6

Recognised actuarial loss on pension schemes less related tax (5.2) (10.2)

Relationship between the reporting entity and the trustees (managers) of the defined benefit schemeThe pension assets are held in separate trustee administered schemes to meet long term pension liabilities to past and present employees. The trustees of the schemes are required to act in the best interests of the schemes’ beneficiaries. The appointment of trustees to the schemes is determined by the schemes’ trust documentation. The group is responsible for the appointment and removal of the trustees except for the four member nominated trustees of the Daniel Thwaites 1959 Pension Scheme and two member nominated trustees of the Daniel Thwaites Supplementary Pension Scheme who are elected by the membership and can only be removed with the consent of all the trustees.

Future funding obligations in relation to defined benefit schemesThe most recently completed triennial actuarial valuation of the group’s main retirement benefit schemes was performed by an independent actuary for the trustees of the schemes and was carried out as at 1 January 2015. Following the valuation, the group has agreed to contribute £1.5m per annum payable monthly to the Daniel Thwaites 1959 Pension Scheme for a period of 14 months from 1 November 2015, followed by £2.9m per annum payable monthly from 1 January 2019 in order to eliminate the deficit over the period to 31 May 2021. The group will also pay the amount of the PPF levy as requested and any expenses of the scheme.

Following the valuation of the Daniel Thwaites Supplementary Pension Scheme, the group has agreed to contribute £0.8m per annum payable monthly to the Scheme from 1 November 2015 in order to eliminate the deficit over the period to 31 July 2023. The group will also pay the amount of the PPF levy as requested and any expenses of the scheme.

The group consider that the contribution rates agreed with the Trustees at the last valuation date are sufficient to eliminate those deficits over the agreed periods and to cover the expenses of running the Schemes. The next triennial valuations are due to be completed as at 1 January 2018. The schemes provide death-in-service benefits which are insured and the group pays these insurance premiums directly as requested.



10. TANGIBLE FIXED ASSETS

Land and properties

Plant and machinery

Fixtures and fittings Total

£m £m £m £mGroupCost or valuation:At 31 March 2015 223.1 27.3 128.1 378.5 Capital expenditure 7.4 0.1 8.0 15.5 Disposals (3.5) - (41.7) (45.2)Revaluation (1.3) - - (1.3)

At 31 March 2016 225.7 27.4 94.4 347.5

Depreciation:At 31 March 2015 4.9 25.8 94.7 125.4 Charge for the year 0.2 0.3 6.4 6.9 Disposals (0.1) - (40.4) (40.5)Revaluation (0.1) - - (0.1)

At 31 March 2016 4.9 26.1 60.7 91.7

Net book value 31 March 2016 220.8 1.3 33.7 255.8


As at 31 March 2016, in accordance with group policy, 20% of the pub estate was revalued by external valuers, Messrs. Fleurets, Chartered Surveyors. The valuation was on the basis of Existing Use Value in respect of these properties in accordance with the RICS Valuation Standards, Sixth Edition. In addition, an impairment review was carried out on the remainder of the estate, by the group's own professionally qualified staff.

At the same date one of the hotel properties and two Inns of Character were revalued by external valuers, Christie & Co., Surveyors, Valuers and Agents. The properties were valued on the basis of Existing Use Value as fully operational individual hotel units and the ancilliary properties were valued at Market Value in accordance with the RICS Valuation Standards, Sixth Edition.

2016 2015£m £m

Land and properties at cost or valuation:Freehold 195.3 191.8 Long leasehold 30.4 31.3

225.7 223.1

Cost or valuation of land and properties:As valued 2016 47.5 - As valued 2015 52.9 47.7 As valued 2014 and prior 113.3 166.8 At cost 12.0 8.6

225.7 223.1

The historical cost of land and properties as shown above:Cost 146.3 142.0 Accumulated depreciation (4.7) (4.7)

Net book value 141.6 137.3



10. TANGIBLE FIXED ASSETS continued

Land and properties

Plant and machinery

Fixtures and fittings Total

£m £m £m £mParentCost or valuation:At 31 March 2015 223.1 27.3 128.1 378.5 Capital expenditure 7.4 0.1 8.0 15.5 Disposals (3.5) - (41.7) (45.2)Revaluation (1.3) - - (1.3)

At 31 March 2016 225.7 27.4 94.4 347.5

Depreciation:At 31 March 2015 4.9 25.8 94.7 125.4 Charge for the year 0.2 0.3 6.4 6.9 Disposals (0.1) - (40.4) (40.5)Revaluation (0.1) - - (0.1)

At 31 March 2016 4.9 26.1 60.7 91.7



2016 2015£m £m

Land and properties at cost or valuation:Freehold 195.3 191.8 Long leasehold 30.4 31.3

225.7 223.1

Cost or valuation of land and properties:As valued 2016 47.5 - As valued 2015 52.9 47.7 As valued 2014 and prior 113.3 166.8 At cost 12.0 8.6

225.7 223.1

The historical cost of land and properties as shown above:Cost 174.2 170.5 Accumulated depreciation (4.7) (4.7)

Net book value 169.5 165.8



11. INVESTMENTSTrade loans

Group and Parent£m

Cost:At 31 March 2015 5.9 Additions 0.6 Disposals and repayments (0.9)

At 31 March 2016 5.6

Provision for dimunition in valueAt 31 March 2015 2.2 Increase in the year -

At 31 March 2016 2.2

Net book value 31 March 2016 3.4

Net book value 31 March 2015 3.7

12. INVESTMENT IN SUBSIDIARY UNDERTAKINGS

Shares in subsidiaries

Loans from subsidiaries

£m £mParentCost less amounts written off:At 31 March 2015 10.4 (11.2)Movements - -

At 31 March 2016 10.4 (11.2)

The company had the following 100% owned subsidiary undertakings all of which were dormant throughout the year:

Shire Hotels LimitedShire Inns LimitedLodge on the Park LimitedPark Hotels LimitedThwaites Inns LimitedYerburgh Estates LimitedRosewood LimitedWirral Inns LimitedRoyal Oak LimitedYates and Jackson LimitedStar Lager Brewing LimitedPreston Breweries LimitedBury Brewery LimitedDaniel Thwaites (Trustee) Limited

13. STOCKS

2016 2015£m £m

Group and ParentRaw materials and consumables - 0.7 Finished goods and goods for resale 0.6 3.0

0.6 3.7



14. DEBTORS

2016 2015£m £m

Group and Parent

Due within one yearTrade debtors 4.5 12.0 Other debtors 0.7 1.2 Proceeds from sale of Beer Co - 25.1 Prepayments and accrued income 1.1 1.5 Corporation tax 0.1 0.9

6.4 40.7

Due after one yearDeferred tax (see note 18) 5.2 4.4 Prepayments and accrued income 0.1 0.1

11.7 45.2

15. CREDITORS

2016 2015£m £m

Group and ParentDue within one yearTrade creditors 5.5 10.0 Other taxation and social security 0.7 2.2 Other creditors 1.6 3.5 Accruals and deferred income 5.2 5.0

13.0 20.7

Group Parent

2016 2015 2016 2015£m £m £m £m

Due after one yearLoan capital (note 16) 45.0 45.0 45.0 45.0 Loans from subsidiaries (note 12) - - 11.2 11.2 Interest rate swaps 21.2 20.6 21.2 20.6

66.2 65.6 77.4 76.8

Group and Parent Total£m

Interest rate swaps

At 31 March 2015 20.6 Interest expense arising from financial liabilities (2.0)Movement in fair value 2.6

At 31 March 2016 21.2



16. LOAN CAPITAL AND OTHER BORROWINGS

2016 2015£m £m

Group and Parent

Bank loans - revolving credit facilities - 18.5 Term loan 45.0 45.0

45.0 63.5

The term loan is secured by a first floating charge over all of the assets of the parent company and certain subsidiaries and bears interest at an average fixed rate of 7.03% per annum. The term loan is repayable by ten equal annual instalments commencing on 16th December 2025.

In accordance with the terms of the borrowing facilities, the group is required to comply with certain financial covenants. As at, and for the year ended 31 March 2016, the group has complied with the terms of those financial covenants.

Borrowings are repayable as follows: 2016 2015£m £m

After five years 45.0 45.0 On demand or within one year - 18.5

45.0 63.5

Borrowing facilities: 2016 2015£m £m

The group has the following undrawn committed borrowing facilities available:Expiring within one year 1.0 13.0

17. FINANCIAL INSTRUMENTS

Financial instruments are classified and accounted for according to the substance of the contractual arrangement as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. All financial assets and liabilities are denominated in sterling.

The Financial Review section within the Strategic Report provides an explanation of the group's funding, liquidity and interest rate management policies. Amounts disclosed exclude short term assets and liabilities except cash and liquid resources, overdrafts and current instalments of loan capital.

The interest rate profile of the group's borrowings was as follows:

Weightedaverage of

fixed borrowings

Weightedaverage of

fixed borrowings

Fixedrate

borrowings

Floatingrate

borrowings£m £m Rate (%) Period (years)

At 31 March 2016 45.0 - 7.02% 13

At 31 March 2015 45.0 18.5 6.32% 14

As at 31 March 2016, the group has interest rate swap contracts with a notional value of £55m. At the year end none of these swap contracts are hedged against current variable rate borrowings.

Carrying value

The primary financial instruments are as follows: 2016 2015£m £m

Trade loans 3.4 3.7 Cash and short term borrowings 10.9 3.0 Loan capital (45.0) (63.5)Interest rate swaps at fair value (21.2) (20.6)



18. DEFERRED TAXATION

Deferred taxation is provided in the accounts at 18% (2015: 20%)The elements of deferred tax are as follows: 2016 2015

£m £m

Accelerated capital allowances 2.0 3.0 Provisions (0.1) (0.3)Tax losses (1.1) (1.3)

Deferred tax excluding that relating to pension liability 0.8 1.4 Deferred tax on pension scheme deficit (note 9) (6.0) (5.8)

Total deferred tax asset (included within debtors on the balance sheet) (5.2) (4.4)

Movement in the provisionAt 31 March 2015 1.4 Deferred tax charged to the profit and loss account (current year movement at 18%) 0.6 Adjustments in respect of prior years (1.2)

At 31 March 2016 0.8

Deferred tax asset relating to pension deficitAt 31 March 2015 (5.8)Change in brought forward provision arising from change in future tax rates 0.6 Deferred tax charged to the profit and loss account 0.3 Deferred tax charged in the statement of comprehensive income (1.1)

At 31 March 2016 (6.0)

In addition to the deferred tax asset recognised above, the group has an unrecognised deferred tax asset in respect of capital losses of £1.6m (2015: £1.5m). This asset has not been recognised due to uncertainty regarding the asset being realised in the future.

19. CALLED UP SHARE CAPITAL

Allotted and Fully Paid Up

2016 2015£m £m

Ordinary shares of 25p each 14.7 14.9

On 15 February 2016 the company purchased and cancelled 750,000 of its ordinary shares for consideration of £0.8m. An amount equivalent to the nominal value of the shares was transferred to the capital redemption reserve.

Number of options outstanding under the Executive Share Option Scheme: No. No.

At the beginning of the year 470,500 533,500 Lapsed during the year (229,000) (63,000)

At the end of the year 241,500 470,500

Weighted average exercise price of options £3.15 £3.33

Share options are exercisable up to 3 September 2017 at prices between £1.45 and £4.48 per ordinary share depending upon the date of grant.



20. RESERVES

Revaluation reserve - where property, plant and equipment is revalued, the cumulative increase in the fair value of the property at the date of reclassification in excess of any previous impairment losses is included in the revaluation reserve.

Capital redemption reserve - a statutory, non-distributable reserve into which amounts are transferred following the redemption or purchase of a company's own shares.

21. FUTURE CAPITAL EXPENDITURE

Group Parent

2016 2015 2016 2015£m £m £m £m

Contracted for but not provided - 3.5 - 3.5

22. LEASE COMMITMENTS

Plant and equipment Property

2016 2015 2016 2015£m £m £m £m

Annual payments under operating leases terminating:Within one year 0.2 0.1 - - One to five years 0.1 0.3 - - Over five years - - 0.1 0.1

0.3 0.4 0.1 0.1

23. DIRECTORS' REMUNERATION

2016 2015£'000 £'000

Aggregate amount:Directors' emoluments 1,419.9 1,035.8 Company pension contributions to money purchase schemes 27.6 27.1

1,447.5 1,062.9

Highest paid director:Directors' emoluments 643.9 438.9 Company pension contributions to money purchase schemes 15.4 15.1

659.3 454.0

Retirement benefits are accruing to two directors under the group’s defined contribution pension scheme (2015: two) and are payable to one director under the group’s defined benefit pension scheme (2015: one).

There is no further compensation of key management personnel other than that disclosed above (2015: none)



24. RECONCILIATION OF PRIOR YEAR BALANCES

Transition UK GAAP impact FRS 102

£m £m £m

Profit and loss account for the year ended 31 March 2015Operating profit 9.9 (0.3) 9.6 Net interest payable (4.1) 0.7 (3.4)Gain (loss) on interest rate swaps measured at fair value (14.1) 3.8 (10.3)Finance charge on pension liability 1.7 (2.4) (0.7)Taxation on profit for the year 0.2 0.5 0.7 Profit on ordinary activities before taxation 3.2 1.8 5.0 Profit on ordinary activities after taxation 3.4 2.3 5.7

Balance sheet as at 31 March 2015Debtors 40.8 4.4 45.2 Net current assets 8.3 4.4 12.7 Total assets less current liabilities 265.1 4.4 269.5 Provisions for liabilities (22.0) 22.0 -Creditors due after one year (45.0) (20.6) (65.6)Pension liability (23.0) (5.8) (28.8)Equity shareholders' funds 175.1 - 175.1

Balance sheet as at 1 April 2014Equity shareholders' funds 189.8 (4.5) 185.3

The table above shows the impact of the transition from UK GAAP to the new accounting standard FRS 102. The changes shown relate to pensions and interest rate swaps.

In respect of pensions, the administration expenses incurred by the two defined benefit schemes are now charged to operating profit, and the calculation of the notional finance charge is based on an interest charge on the deficit on the schemes, whereas under UK GAAP there was an interest benefit based on the return on assets less an interest charge on the liabilities. In the balance sheet the pension deficit was previously shown net of deferred tax, whereas under FRS 102 the deficit is shown gross and the deferred tax is shown separately, the effect of which is to create a deferred tax asset which is shown under debtors.

Under UK GAAP interest rate swaps were provided against to the extent that they were not matched against bank debt, however under FRS 102 interest rate swaps are recognised on balance sheet at fair value, and any change to the fair value of the swaps is charged or credited to the profit and loss account in the period.



NOTICE OF MEETINGNotice is hereby given that the Annual General Meeting of the company will be held at The Aztec Hotel and Spa, Aztec West, Almondsbury, Bristol, BS32 4TS on Thursday 14 July 2016 at 12.00 noon for the transaction of the following business:

ORDINARY BUSINESSTo consider, and if thought fit, pass the following resolutions which will be proposed as ordinary resolutions.

1. To receive and adopt the accounts for the year ended 31 March 2016 and the reports of the directors and the auditor, and to approve and declare a final dividend for the year ended 31 March 2016

2. To re-elect Mr K D Wood as a director

3. To re-elect Mr O G H Yerburgh as a director

4. To approve and confirm the remuneration of the directors for the year ended 31 March 2016

5. To reappoint KPMG LLP as auditor and authorise the directors to determine their remuneration

SPECIAL BUSINESSTo consider, and if thought fit, pass the following resolutions of which resolutions 6 and 8 will be proposed as ordinary resolutions and resolution 7 as a special resolution.

6. THAT, for the purposes of section 551 of the Companies Act 2006 (the Act) the directors of the company be and are hereby generally and unconditionally authorised to exercise all powers of the company to allot equity securities (within the meaning of section 560 of the Act) up to an amount equal to the aggregate nominal amount of the authorised but unissued share capital of the company provided that this authority shall expire (unless previously renewed, varied or revoked by the company in general meeting) at the conclusion of the next annual general meeting of the company, save that the company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors of the company may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

This authority is in substitution for any and all authorities previously conferred upon the directors for the purposes of section 551 of the Act, without prejudice to any allotments made pursuant to the terms of such authorities.

7. THAT, subject to the passing of resolution 6 above, the directors of the company be and are hereby empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) pursuant to the authority conferred by resolution 6 above as if section 561 of the Act did not apply to any such allotment provided that the power conferred by this resolution shall be limited to:

i. the allotment of equity securities for cash in connection with an issue or offer of equity securities (including, without limitation, under a rights issue, open offer or similar arrangement) to holders of equity securities in proportion (as nearly as may be practicable) to their respective holdings of equity securities subject only to such exclusions or other arrangements as the directors of the company may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange in any territory; and

ii. the allotment (otherwise than pursuant to resolution 7.1) of equity securities for cash up to an aggregate nominal amount of £734,375.

The power conferred by this resolution 7 shall expire (unless previously renewed, revoked or varied by the company in general meeting), at such time as the general authority conferred on the directors of the company by resolution 6 above expires, except that the company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors of the company may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

8. To authorise the company generally and unconditionally to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 25 pence each in the capital of the company provided that:

i. the maximum aggregate number of ordinary shares that may be purchased is 5,875,000. Representing 10% of the issued share capital of the company;

ii. the minimum price (excluding expenses) which may be paid for each ordinary share is 25 pence.

iii. the maximum price (excluding expenses) which may be paid for each ordinary share is an amount equal to 105 per cent of the average of the middle market quotations for an ordinary share of the company (as derived from the ICAP Securities & Derivatives (ISDX) website) for the five business days immediately preceding the day on which the purchase is made; and

GROUPINFORMATION// NOTICE OF MEETING



iv. unless previously renewed, varied or revoked, the authority conferred by this resolution shall expire at the earlier of the conclusion of the company’s next Annual General Meeting and the date which is six months from the end of the company’s next financial year save that the company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority.

NOTES

Resolution 6 – Authority to allot relevant securitiesThe company requires the flexibility to allot shares from time to time. The directors are limited as to the number of shares they can at any time allot because allotment authority continues to be required under the Companies Act 2006 (the Act).

Accordingly, resolution 6 would grant this authority (until the next Annual General Meeting or unless such authority is revoked or renewed prior to such time) by authorising the directors (pursuant to section 551 of the Act) to allot relevant securities up to an amount equal to the aggregate nominal amount of the authorised but unissued share capital of the company as at 31 March 2016. The directors believe it to be in the interests of the company for the Board to be granted this authority, to enable the Board to take advantage of appropriate opportunities which may arise in the future.

Resolution 7 – Disapplication of statutory pre-emption rightsThis resolution seeks to disapply the pre-emption rights provisions of section 561 of the Act in respect of the allotment of equity securities for cash pursuant to rights issues and other pre-emptive issues, and in respect of other issues of equity securities for cash up to an aggregate nominal value of £734,375, being an amount equal to approximately 5 per cent of the current issued share capital of the company. If given, this power will expire at the same time as the authority referred to in resolution 6. The directors consider this power desirable due to the flexibility afforded by it.

Resolution 8 - Authority to make market purchases of sharesResolution 8 seeks authority for the company to make market purchases of its own ordinary shares. If passed, the resolution gives authority for the company to purchase up to 5,875,000 of its ordinary shares, representing 10 per cent of the company’s issued ordinary share capital.

Resolution 8 specifies the minimum and maximum prices which may be paid for any ordinary shares purchased under this authority. The authority will expire at the conclusion of the company’s next Annual General Meeting in 2017 or, if earlier, the date which is six months from the end of the company’s financial year which commenced on 1 April 2016.

Any shares purchased under this authority will be cancelled. As a member of the company entitled to attend and vote at the meeting convened by this notice you are entitled to appoint another person as your proxy to exercise all or any of your rights to attend and to speak and vote in your place at the meeting. Your proxy need not be a member of the company.

You may appoint more than one proxy in relation to the meeting convened by this notice provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. You may not appoint more than one proxy to exercise rights attached to any one share.

By order of the Board

Mrs S I Woodward, ACIS - Secretary

7 June 2016

REGISTERED OFFICEStar Brewery, Penny Street, Blackburn, Lancashire, BB1 6HL

Telephone: 01254 [email protected]

COMPANY SECRETARYMrs S.I. Woodward, ACIS

REGISTRARSCapita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU

Telephone: 0871 664 0300(Calls cost 12p per minute plus network extras)Website: www.capitaassetservices.com

AUDITORSKPMG LLP, 8 Princes Parade, Liverpool, L3 1QH

FINANCIAL CALENDAR

Annual General MeetingThursday 14th July 201612.00 noon at Aztec Hotel & Spa, Bristol

Announcement of Interim ResultsNovember 2016

Interim DividendJanuary 2017

Recent DividendsFinal 2014/15 3.36pInterim 2015/16 1.10p

REGISTERED NUMBER51702

SHARE PRICE INFORMATIONThe company’s share price is quoted daily in the Financial Times under the ISDX section.

Further information about the company is available on our website: www.thwaites.co.uk

// SHAREHOLDER INFORMATION



THWAITES SHAREHOLDER DISCOUNT SCHEME 2016-17As a Daniel Thwaites shareholder you are entitled to an exclusive discount on stays year round.

Shareholders can now enjoy a 25% discount off the total bill when staying at any of our hotels, inns and lodges.

To take advantage of this offer, make your reservation through Emma or Julie on the Shareholder booking line by calling 01254 267462.

Terms and conditions

• Bookings must be made via the Shareholder booking line, failure to do so will mean a discount cannot be applied at check out.

• The booking line is manned from Monday to Friday 08.30 to 16.45.

• 25% discount applies when staying at the hotel, inn or lodge and will be applied to the final bill for accommodation, drinks , spa treatments (not products) and food but does not cover any services bought in on your behalf e.g. taxis, flowers etc .

• Full payment should be made on check out.

• Cancellation charges will not be incurred if the cancellation is made before 10am on the day prior to arrival – cancellations after this time will be charged for the first night’s stay.

• Up to 2 rooms may be booked on a single stay.

• Thwaites pubs with rooms are not included in the scheme.

• Shareholder discounts apply to the published rates of the room types available on the dates of stay and will be subject to any minimum stay restrictions.

Meeting to be held:Thursday 14th July 201612.00 noon (refreshments from 11.30am)Aztec Hotel & Spa,Aztec West, Almondsbury,Bristol, BS32 4TS

DIRECTIONS

From M4 Junction 20 - East and West

• Join M5 (South West) and keep to the nearside lane as lanes merge.

• Junction 16 (M5) is only a short distance from the M4.

• At the exit, stay in the left filter lane, turning left at the roundabout, heading towards Bristol/Filton.

• Move across to the centre lane ready for the next (large) roundabout. You will see the hotel on your right.

• To reach the hotel turn right into the Aztec Business Park and then left at the small roundabout.

• Take the next (immediate) left turn and then left again into the hotel car park.

From M5 North

• Leave the M5 at junction 16 (from the North it is close by after passing under the M4/M5 interchange).

• Be sure to move over to the nearside lane ready for Junction 16.

• At the exit, stay in the left filter lane, turning left at the roundabout, heading towards Bristol/Filton.

• Move across to the centre lane ready for the next (large) roundabout. You will see the hotel on your right.

• To reach the hotel turn right into the Aztec Business Park and then left at the small roundabout.


From M5 South

• Leave the M5 at junction 16.

• At the junction roundabout turn right.

• At the next roundabout you will see the hotel on your right.

• To reach the hotel, turn right into the Aztec Business park and then left at the small roundabout.


Nearest train station

Bristol Parkway: 3 miles

// ANNUAL GENERAL MEETING



QUALITYINTEGRITYCARE www.danielthwaites.co.uk

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