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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Hill & Smith Plc | LSE:HILS | London | Ordinary Share | GB0004270301 | ORD 25P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -20.00 | -1.04% | 1,896.00 | 1,880.00 | 1,888.00 | 1,914.00 | 1,872.00 | 1,904.00 | 73,144 | 16:35:21 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Fabricated Structural Metal | 829.8M | 68.8M | 0.8582 | 21.93 | 1.51B |
From Apr 2019 to Apr 2024
TIDMHILS
RNS Number : 9101C
Hill & Smith Hldgs PLC
20 April 2017
20 April 2017
Hill & Smith Holdings PLC (the 'Company')
2016 Annual Report and Notice of 2017 Annual General Meeting ('AGM')
Hill & Smith Holdings PLC has posted, or otherwise notified as being available on its website www.hsholdings.com, the following documents:
1. 2016 Annual Report 2. Notice of 2017 AGM
In accordance with Listing Rule 9.6.1 a copy of each of these documents has been uploaded to the National Storage Mechanism and will be available for viewing shortly.
A hard copy of the 2016 Annual Report can be obtained upon request to the Company Secretary, Hill & Smith Holdings PLC, Westhaven House, Arleston Way, Shirley, Solihull, B90 4LH.
The statutory accounts for the year ended 31 December 2016 have been approved by the Board and will be delivered to the Registrar of Companies following the Company's AGM.
Compliance with Disclosure and Transparency Rule 6.3.5 ('DTR 6.3.5') - Extracts from the 2016 Annual Report
The information below, headed as Appendix A, B and C, and which is extracted from the 2016 Annual Report, is included solely for the purpose of complying with DTR 6.3.5 and the requirements it imposes on how to make public Annual Financial Reports. It should be read in conjunction with the Company's Preliminary Announcement issued on 8 March 2017 (available at www.hsholdings.com). Together these constitute the material required by DTR 6.3.5 to be communicated to the media in unedited full text through a Regulatory Information Service. This material is not a substitute for reading the full 2016 Annual Report. All page numbers and cross-references in the extracted information below refer to page numbers in the 2016 Annual Report.
Appendix A - Principal Risks and Uncertainties
Hot Features
Premium
Economic
----------------------------------------------------------------------------------------------------------------------
Risk: Changes in government spending plans
----------------------------------------------------------------------------------------------------------------------
Trend Description and potential impact Mitigation
Higher The Group generates the majority of Strategy of diversification into new
its revenues from its operations markets and territories.
Link to strategy located in the UK and
* Portfolio management the USA. Identification of export
opportunities to encourage growth in
A reduction in UK or US government alternative markets.
* Geographic diversification infrastructure spending, particularly
in relation to national Product development initiatives.
roads infrastructure in the UK, could
* Target returns and leverage have an adverse impact on the Group's Co-operation between Group
financial performance. businesses, leveraging the Group's
The financial burden on the size/international footprint
* Entrepreneurial culture governments of both jurisdictions from and exploiting synergies.
economic downturn may lead
to reduced spending in the principal
markets in which the Group operates.
------------------------------------- --------------------------------------- --------------------------------------
Risk: Changes in global outlook and geopolitical environment
----------------------------------------------------------------------------------------------------------------------
Trend Description and potential impact Mitigation
Higher The Group operates in a range of The Group has a diverse portfolio of
end-user markets around the world and businesses with exposure to a range
Link to strategy may be affected by of markets and geographies,
* Portfolio management political, economic or regulatory limiting exposure to any one country
developments in any of these or market sector.
countries.
* Geographic diversification Current and future financial
Material adverse changes in the performance is continuously
political and economic environments in monitored, facilitating rapid
* Target returns and leverage the countries in which response
we operate have the potential to put to changes in market conditions.
at risk our ability to execute our
* Entrepreneurial culture strategy. Entrepreneurial culture established
through a decentralised management
structure, ensuring
that Group businesses are agile and
responsive to changes in their
competitive environments.
------------------------------------- --------------------------------------- --------------------------------------
Commercial & Financial
----------------------------------------------------------------------------------------------------------------------
Risk: Product failure
----------------------------------------------------------------------------------------------------------------------
Trend Description and potential impact Mitigation
No change The Group operates in infrastructure Products tested, approved and
markets where it is critical that its accredited by regulatory bodies.
Link to strategy products meet legislative
* Target returns and leverage requirements and where the consequences Quality control protocols fully
of product failure are potentially implemented and continuously
serious. monitored.
* Entrepreneurial culture
Significant product failure arising Contractual controls in place to
from component defects or warranty minimise economic impacts.
issues may require Insurance cover maintained globally
remediation including the replacement with insurance partners.
of defective components or complete
products, resulting Litigation supported/managed by
in direct financial costs to the Group external legal specialists.
and/or wider reputational risk.
-------------------------------------- ---------------------------------------- ------------------------------------
Risk: Contractual arrangements
----------------------------------------------------------------------------------------------------------------------
Trend Description and potential impact Mitigation
No change The Group delivers its commitments to Group material contract review
its customers through a variety of process implemented ensuring
Link to strategy contractual arrangements specialist central oversight of
* Target returns and leverage of both a short and medium term nature. key contractual arrangements.
Weaknesses in the contract tendering Contracts training provided to all
* Entrepreneurial culture process, inappropriate pricing, relevant employees during the
misalignment of contract current and prior year.
terms, ineffective contract management
or failure to comply with contractual Dedicated quantity surveyors and
conditions could contracts managers embedded in
result in loss of revenues, pressure on subsidiary management structures
operating margins and wider to control projects.
reputational damage to
the Group. Litigation supported/managed by
external legal specialists.
-------------------------------------- ---------------------------------------- ------------------------------------
Operational
----------------------------------------------------------------------------------------------------------------------
Risk: Supply chain deficiency
----------------------------------------------------------------------------------------------------------------------
Trend Description and potential impact Mitigation
Slightly higher The Group's businesses depend on Implementation of Group procurement
the availability and timely standards, including robust due
Link to strategy delivery of raw materials and diligence of supply chain
* Target returns and leverage purchased components, which could partners and requiring dual sourcing
be affected by disruption in its where available.
supply chain.
* Entrepreneurial culture Maintenance of relationships with key
Supply chain failures as a result suppliers through regular interaction
of performance, cost, quality and assessment
and/or insolvency may have of performance/ financial status.
an adverse impact on the Group's
production capacity and lead to an Central oversight of material
inability to meet customer procurement contracts ensuring robust
requirements, resulting in contractual protections.
reduction in revenues, potential
loss of market share and possible
reputational damage.
-------------------------------------- ------------------------------------ ----------------------------------------
Risk: Weaknesses in IT systems
----------------------------------------------------------------------------------------------------------------------
Trend Description and potential impact Mitigation
No change The Group relies on the information Group IT Steering Committee
technology systems used in the daily established to review IT systems
Link to strategy operations of its capability, suitability and
* Target returns and leverage subsidiaries. integrity.
A failure or impairment of those Steering Committee assesses, approves
systems or any inability to effectively and monitors significant IT change
implement new systems programmes.
could cause a loss of business and/or
damage to the reputation of the Group, Disaster recovery plans documented,
together with tested and monitored by Group
significant remedial costs. businesses.
The Group's Policy Manual
incorporates IT policies in respect
of system back-up procedures
and hardware/software protection.
------------------------------------ ---------------------------------------- --------------------------------------
Risk: Ineffective management of acquisitions
----------------------------------------------------------------------------------------------------------------------
Trend Description and potential impact Mitigation
Slightly higher The Group's growth strategies include Board approval required for Group
the acquisition of businesses around acquisitions, in line with the
Link to strategy the world that Group's delegation of authority
* Portfolio management complement or supplement its existing structure.
activities.
Due diligence protocols deployed in
* Geographic diversification Failure to execute an effective relation to assessment of target
acquisition and integration programme businesses, including
would have a significant financial, commercial, legal and
* Target returns and leverage impact on the Group's ability to others where appropriate.
generate long term value growth for
shareholders. Contractual protections and
assurances sought from sellers to
mitigate subsequent identification
of risks.
'100 Day' post-acquisition
integration plan established for all
material acquisitions with
regular performance monitoring and
reporting to the Board.
------------------------------------ ---------------------------------------- --------------------------------------
Risk: Insufficient investment in product development and innovation
----------------------------------------------------------------------------------------------------------------------
Trend Description and potential impact Mitigation
No change The Group operates in global Subsidiary discretion to engage in
infrastructure markets where continuous research and development activities.
Link to strategy innovation is integral Robust quality controls.
* Portfolio management to the Group's product offering and
where a failure to innovate could Dedicated quality compliance
result in product obsolescence, resources in place across Group
* Geographic diversification the entry of new competitors and/or businesses, ensuring responsiveness
loss of market share. to regulator and/or customer approval
requirements.
* Target returns and leverage The development of new products and
technologies carries risk including Executive Board approval of product
failure to develop development proposals within the
* Entrepreneurial culture a commercially viable offering within Group's capital spend
an acceptable timeframe. approval policies.
Board monitoring of emerging risks
alongside external specialist
support, where both the risks
identified and the potential
opportunities arising are considered.
------------------------------------ ---------------------------------------- --------------------------------------
Human Resources
----------------------------------------------------------------------------------------------------------------------
Risk: Loss of key employees
----------------------------------------------------------------------------------------------------------------------
Trend Description and potential impact Mitigation
No change The Group encourages an entrepreneurial Development and implementation of a
culture through a decentralised succession planning model driven by
Link to strategy management structure. the Group Chief Executive.
* Geographic diversification
An inability to attract, develop and Implementation of contractual
retain high-quality individuals in key protections and retentions in
* Entrepreneurial culture management positions employment contracts of senior
could severely affect the long term management and other key employees.
success of the Group.
Competitive remuneration, benefits
and incentive plans offered to
employees and regularly
benchmarked.
Recruitment process developed to
include competency requirements and
skills gap analysis.
Group policies supporting the
training and development of
employees.
Regular interaction between Group and
local executive management, including
attendance at
subsidiary Board meetings.
------------------------------------ ---------------------------------------- --------------------------------------
Legal & Regulatory
----------------------------------------------------------------------------------------------------------------------
Risk: Failure to comply with applicable health and safety legislation
----------------------------------------------------------------------------------------------------------------------
Trend Description and potential impact Mitigation
No change The Group operates a number of Implementation of health and safety
manufacturing facilities around the monitoring and 'safety cloud' online
Link to strategy world. reporting framework.
* Target returns and leverage
A failure in the Group's health and Retention of an external independent
safety procedures could lead to health, safety and environmental
* Entrepreneurial culture environmental damage or consultant.
to injury to or death of employees Group Health and Safety Forum
or third parties, with a established to monitor performance.
consequential impact on operations
and the increased risk of Culture of zero tolerance in respect
regulatory or legal action being of health and safety violations
taken against the Group. Any such promoted by the Board
action could result in both and disseminated throughout Group
financial damages and damage to businesses.
reputation.
Open relationships maintained with
regulatory bodies.
--------------------------------------- ------------------------------------ ---------------------------------------
Risk: Violation of applicable laws and regulations
----------------------------------------------------------------------------------------------------------------------
Trend Description and potential impact Mitigation
Slightly higher The Group's global operations must Group Code of Conduct issued to all
comply with a range of national and employees setting out the Group's
Link to strategy international laws requirements in relation
* Target returns and leverage and regulations including those related to legal and regulatory matters.
to anti-bribery and corruption, human
rights and employment, Training/testing modules in respect
* Entrepreneurial culture trade/ export compliance and of Anti-Bribery and Corruption and
competition/anti-trust. Competition Compliance
required to be taken by all Group
A failure to comply with any applicable employees.
laws and regulations could result in
civil or criminal Competition compliance manual
liabilities and/or individual or implemented by each Group business.
corporate fines and could also result
in debarment from government-related Programme of audits undertaken on a
contracts, restrictions on ability to cyclical basis to review subsidiary
trade or rejection by financial compliance with regulatory
counterparties as well requirements, for example simulated
as reputational damage. 'dawn raids'.
Software solutions implemented
globally to ensure compliance with
trade and export legislation.
Whistleblowing hotline available to
all employees to allow them to raise
concerns in confidence
or anonymously, if preferred.
Modern Slavery compliance programme
implemented in 2016.
------------------------------------- ---------------------------------------- -------------------------------------
Appendix B - Directors Responsibilities Statement pursuant to Disclosure and Transparency Rule 4
The following statement is extracted from page 88 of the 2016 Annual Report and is repeated here for the purposes of compliance with DTR 6.3.5. This statement relates solely to the 2016 Annual Report and is not connected to the extracted information set out in this announcement or the Preliminary Announcement.
We confirm that to the best of our knowledge:
- The Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
- The Strategic Report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.
We consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.
Appendix C - Related Party Transactions
The key management are considered to be the Board of Directors of Hill & Smith Holdings PLC, whose remuneration can be seen in the Directors' Remuneration Report on pages 68 to 76, and in the related party details on page 136 (note 25) of the 2016 Annual Report.
Alex Henderson
Company Secretary
Hill & Smith Holdings PLC
Tel: +44 (0) 121 704 7430
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACSFMGZDKGGGNZM
(END) Dow Jones Newswires
April 20, 2017 11:34 ET (15:34 GMT)
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