Associated British Foods plc – Annual report – 17 September 2022
Industry: food and drink, retail
28. Related parties
The Group has a controlling shareholder relationship with its parent company, Wittington Investments Limited, with the trustees of the Garfield Weston Foundation and with certain other individuals who hold shares in the Company. Further details of the controlling shareholder relationship are included in note 29. The Group has a related party relationship with its associates and joint ventures (see note 29) and with its directors. In the course of normal operations, related party transactions entered into by the Group have been contracted on an arm’s length basis.
Material transactions and year end balances with related parties were as follows:
1. The Garfield Weston Foundation (‘the Foundation’) is an English charitable trust, established in 1958 by the late W. Garfield Weston. The Foundation has no direct interest in the Company, but as at 17 September 2022 was the beneficial owner of 683,073 shares (2021 – 683,073 shares) in Wittington Investments Limited representing 79.2% (2021 – 79.2%) of that company’s issued share capital and is, therefore, the Company’s ultimate controlling party. At 17 September 2022, the trustees of the Foundation comprised nine grandchildren of the late W. Garfield Weston of whom five are children of the late Garry H. Weston.
2. Details of the directors are given on pages 106 and 107. Their interests, including family interests, in the Company and its subsidiary undertakings are given on page 148. Key management personnel are considered to be the directors, and their remuneration is disclosed within the Remuneration Report on pages 126 to 158.
3. The fellow subsidiary undertakings are Fortnum and Mason plc and Heal & Son Limited.
4. The companies with common key management personnel are the George Weston Limited group, in Canada, and Selfridges & Co. Limited.
Amounts due from joint ventures include £29m (2021 – £32m) of finance lease receivables (see note 14). The remainder of the balance is trading balances. All but £4m (2021 – £4m) of the finance lease receivables are non-current.
29. Group entities (extract)
Control of the Group
The largest group in which the results of the Company are consolidated is that headed by Wittington Investments Limited (‘Wittington’), the accounts of which are available at Companies House, Crown Way, Cardiff CF14 3UZ. It is the ultimate holding company, is incorporated in Great Britain and is registered in England.
At 17 September 2022 Wittington, together with its subsidiary, Howard Investments Limited, held 431,515,108 ordinary shares (2021 – 431,515,108) representing in aggregate 54.5% (2021 – 54.5%) of the total issued ordinary share capital of Associated British Foods plc.
Wittington, and through their control of Wittington, the trustees of the Garfield Weston Foundation (‘the Foundation’), are controlling shareholders of the Company. Certain other individuals, including certain members of the Weston family who hold shares in the Company (and including two of the Company’s directors, George Weston and Emma Adamo) are, under the Listing Rules, treated as acting in concert with Wittington and the trustees of the Foundation and are therefore also treated as controlling shareholders of the Company. Wittington, the trustees of the Foundation and these individuals together comprise the controlling shareholders of the Company and, at 17 September 2022, have a combined interest in approximately 58.4% (2021 – 58.3%) of the Company’s voting rights. Information on the relationship agreement between the Company and its controlling shareholders is set out on page 155 of the Directors’ Report.