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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Volution Group Plc | LSE:FAN | London | Ordinary Share | GB00BN3ZZ526 | ORD GBP0.01 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
7.00 | 1.64% | 434.60 | 435.00 | 436.80 | 440.20 | 424.60 | 439.00 | 314,810 | 16:35:20 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Equip Rental & Leasing, Nec | 328.01M | 37.37M | 0.1889 | 23.03 | 860.4M |
TIDMFAN
RNS Number : 9571U
Volution Group plc
30 October 2017
Monday 30 October 2017
Volution Group plc
Annual Report and Accounts 2017 and Notice of Annual General Meeting
Volution Group plc ("Volution" or the "Company", LSE: FAN), a leading supplier of ventilation products to the residential and commercial construction markets, announces that following the release by Volution on 10 October 2017 of the Company's Preliminary Results Announcement for the year ended 31 July 2017, it has today posted and made available to shareholders on its website, http://www.volutiongroupplc.com/ the documents listed below:
-- Annual Report and Accounts 2017 -- Notice of Annual General Meeting 2017 -- Form of Proxy for the Annual General Meeting 2017
Copies of these documents are also being submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.hemscott.com/nsm.do
The Company's Annual General Meeting will be held at 12.00 noon on Wednesday 13 December 2017 at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ.
A condensed set of financial statements and information on important events that have occurred during the year ended 31 July 2017 and their impact on the financial statements, were included in the Company's Preliminary Results Announcement made on 10 October 2017, which is available on the Company's website referred to above. That information together with the information set out below in the appendices to this announcement (which is extracted from the Annual Report and Accounts 2017), constitute the material required by Disclosure Guidance & Transparency Rule 6.3.5(2)(b) which is required to be communicated to the media in full unedited text through a Regulatory Information Service. This announcement is not a substitute for reading the full Annual Report and Accounts 2017.
- ends -
Enquiries:
Volution Group plc
Michael Anscombe, Company Secretary +44 (0) 1293 441662
Note to Editors:
Volution Group plc (LSE: FAN) is a leading supplier of ventilation products to the residential and commercial construction markets in the UK, the Nordics and Central Europe.
The Volution Group operates through two divisions: the Ventilation Group and the OEM (Torin-Sifan) division. The Ventilation Group consists of 13 key brands - Vent-Axia, Manrose, Diffusion, National Ventilation, Airtech, Breathing Buildings, Fresh, PAX, VoltAir System, Welair, inVENTer, Brüggemann and Ventilair, focused primarily on the UK, the Nordic and Central European ventilation markets. The Ventilation Group principally supplies ventilation products for residential and commercial ventilation applications. The OEM (Torin-Sifan) division supplies motors, fans and blowers to OEMs of heating and ventilation products for both residential and commercial construction applications in Europe.
For more information, please go to: www.volutiongroupplc.com
Legal Entity Identifier: 213800EPT84EQCDHO768
APPICES
Appendix A: Directors' Responsibility Statement
The following Directors' Responsibility Statement is extracted from page 88 of the Annual Report and Accounts 2017 and is repeated in this announcement solely for the purpose of complying with DTR 6.3.5 (2) (b). The statement relates to the full Annual Report and Accounts 2017 and not the extracted information contained in this announcement:
The Directors are responsible for preparing the Annual Report and the Group and parent company financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and parent company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with IFRS as adopted by the EU and applicable law and have elected to prepare the parent company financial statements in accordance with IFRS as adopted by the EU.
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 the Group and parent company financial statements have been prepared in accordance with IFRS as adopted by the EU; and -- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent 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.
Under applicable law and regulations, the Directors are also responsible for preparing a strategic report, directors' report, directors' remuneration report and corporate governance statement that complies with that law and those regulations.
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.
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 Group and the undertakings included in the consolidation taken as a whole; and
-- the Strategic Report and the Directors' Report include a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and
-- the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.
By order of the Board
Ronnie George
Chief Executive Officer
10 October 2017
Ian Dew
Chief Financial Officer
10 October 2017
Appendix B: Principal Risks and Uncertainties
The following is extracted from pages 32 to 37 of the Annual Report and Accounts 2017 and is repeated in this announcement solely for the purpose of complying with DTR 6.3.5 (2) (b). The information relates to the full Annual Report and Accounts 2017 and not the extracted information contained in this announcement:
The Board is committed to protecting and enhancing the Group's reputation and assets, while safeguarding the interests of shareholders. It has overall responsibility for the Group's system of risk management and internal control.
The Group's businesses are affected by a number of risks and uncertainties. These may be impacted by internal and external factors, some of which we cannot control. Many of the risks are similar to those found by comparable companies in terms of scale and operations.
The risks and uncertainties facing the Group have also been considered in the context of the UK leaving the European Union. Whilst negotiations continue between the UK and the European Union, it is still too early to judge the long-term implications, and at the current time we consider that the principal risks affecting the Group are unchanged. The Board will, however, continue to closely monitor market conditions and will react accordingly.
Our approach
Risk management and maintenance of appropriate systems of control to manage risk are the responsibilities of the Board and are integral to the ability of the Group to deliver on its strategic priorities. The Board has developed a framework of risk management which is used to establish the culture of effective risk management throughout the business by identifying and monitoring the material risks, setting risk appetite and determining the overall risk tolerance of the Group. This framework of risk management has been enhanced this year and additional processes have been introduced across the Group which will assist the Board to monitor and assess the principal risks throughout the year. In addition, to enhance risk awareness, embed risk management and gain greater participation in managing risk across the Group, a programme of employee communication commenced during the year.
The Group's risk management systems are monitored by the Audit Committee, under delegation from the Board. The Audit Committee is responsible for overseeing the effectiveness of the internal control environment of the Group.
BDO LLP (BDO) continued to act in the capacity of internal auditor and provide independent assurance that the Group's risk management, governance and internal control processes are operating effectively. BDO continued to act in this capacity throughout the financial year ended 31 July 2017.
Identifying and monitoring material risks
Material risks are identified through a detailed analysis of individual processes and procedures (bottom-up approach) and a consideration of the strategy and operating environment of the Group (top-down approach).
The risk evaluation process begins in the operating businesses with a biannual exercise undertaken by management to identify and document the significant strategic, operational, financial and accounting risks facing the businesses. This process ensures risks are identified and monitored and management controls are embedded in the businesses' operations.
The risk assessments from each of the operating businesses are then considered by Group management, which evaluates the principal risks of the Group with reference to the Group's strategy and operating environment for review by the Board.
Our principal risks and uncertainties
The UK Corporate Governance Code (the Code) states that the Board is responsible for determining the nature and extent of the principal risks it is willing to take in achieving its strategic objectives and that it should maintain sound risk management and internal control systems. In accordance with provision C.2.1 of the Code, the Directors confirm that they have carried out a robust assessment of the principal risks facing the Group, including those which would threaten the business model, future performance, solvency or liquidity.
Set out in this section of the Strategic Report are the principal risks and uncertainties which could affect the Group and which have been determined by the Board, based on the robust risk evaluation process described above, to have the potential to have the greatest impact on the Group's future viability. These risks are similar to those reported last year, although with some movement on the direction of the perceived risk. For each risk there is a description of the possible impact of the risk to the Group, should it occur, together with strategic consequences and the mitigation and control processes in place to manage the risk. This list is likely to change over time as different risks take on larger or smaller significance.
Risk Impact Strategic Likelihood Potential Risk Direction Mitigation consequence impact -------------- --------------------- ---------------- ----------- ---------- --------------- --------------------- Economic Demand for Our ability Possible High Stable Geographic spread risk our products to achieve from our including serving the our ambition Trading international the UK exit residential for continuing patterns acquisition from the and commercial organic growth during strategy helps EU. construction would be the year to mitigate markets would adversely have remained the impact of A decline decline. This affected. stable local fluctuations in general would result including in economic economic in a reduction any which activity. activity in revenue may be and/or a and profitability. attributed New product specific to the development, decline decision the breadth in activity to leave of our product in the the EU. portfolio and construction the strength industry, and specialisation including, of our sales but not forces should exclusively, allow us to an economic outperform against decline a general decline. caused by the UK We are heavily leaving exposed to the the European RMI market, Union. which is more resilient to the effects of general economic decline affecting the construction industry. This remains true even under current circumstances where conditions specific to the public RMI market mean that our sales in that sector have recently declined. Our business is not capital intensive and our operational flexibility allows us to react quickly to the impact of a decline in volume. -------------- --------------------- ---------------- ----------- ---------- --------------- --------------------- Acquisitions. Revenue and Our strategic Possible Medium Stable The ventilation profitability ambition industry in We may fail would not to grow by We continue Europe is fragmented to identify grow in line acquisition to implement with many suitable with management's may be our strategy, opportunities acquisition ambitions compromised. completing to court acquisition targets and investor two targets. at an expectations. acquisitions acceptable during Senior management price or Failure to the year. has a clear we may fail properly integrate understanding to complete a business of potential or properly may distract targets in the integrate senior management industry and
the from other a track record acquisition. priorities of ten acquisitions and adversely over the past affect revenue five years. and profitability. Management is Financial experienced performance in integrating could be impacted new businesses by failure into the Group. to integrate acquisitions Our policy of and to secure rigorous due possible synergies. diligence prior to acquisition and a structured integration process post acquisition has been maintained. -------------- --------------------- ---------------- ----------- ---------- --------------- --------------------- Foreign The commerciality Our ambition Likely Medium Increasing. Significant exchange of transactions to grow transactional risk. denominated internationally Our policy risks are hedged in currencies through on foreign by using forward The exchange other than acquisition currency currency contracts rates between the functional exposes us risk has to fix exchange currencies currency of to increasing remained rates for the that we our businesses levels of unchanged. ensuing financial use may and/or the translational year. move perceived foreign Our exposure adversely. performance exchange to the Revaluation of foreign risk. translation of foreign subsidiaries effect currency-denominated in our of foreign assets and Sterling-denominated earnings liabilities consolidated has increased is partially financial following hedged by statements the corresponding may be adversely acquisition foreign currency affected by of VoltAir bank debt. changes in System exchange rates. in Sweden during the year. -------------- --------------------- ---------------- ----------- ---------- --------------- --------------------- IT Systems Failure of We could Possible Medium Increasing Disaster recovery including our IT and temporarily and data backup cyber breach. communication lose sales We believe processes are systems could and market there in place, operated We may be affect any share and is an diligently and adversely or all of could increasing tested regularly. affected our business potentially risk as by a processes damage our the frequency A significant breakdown and have significant reputation and Enterprise Resource in our IT impact on for customer sophistication Planning system systems our ability service. of upgrade is underway or a failure to trade, cyberattacks for several to properly collect cash on businesses key sites, managed implement and make payments. has been by a dedicated any new increasing. team of experienced systems. senior employees from the business. A disaster failover site has been implemented. We have a three-layered system of network security protection against cyberattack or breaches of security. This infrastructure is maintained to withstand the increasingly sophisticated worldwide cyber threats. We also undertake regular cyber security testing. -------------- --------------------- ---------------- ----------- ---------- --------------- --------------------- Customers. Any deterioration Our organic Possible Medium Stable We have strong in our relationship growth brands, recognised A significant with a significant ambitions Our underlying and valued by amount of customer could would be risk of our end users, our revenue have an adverse adversely losing and this gives is derived significant affected. the revenue us continued
from a small effect on of any traction through number of our revenue one customer our distribution customers from that continues channels and and from customer. unchanged; with consultants our however, and specifiers. relationships our recent with heating acquisitions We have a very and have further wide range of ventilation served ventilation consultants. to diversify and ancillary We may fail our customer products that to maintain base. enhance our these brand proposition relationships and make us . a convenient "one--stop-shop" supplier. We continue to develop new and existing products to support our product portfolio and brand reputation. We provide an excellent level of customer service. -------------- --------------------- ---------------- ----------- ---------- --------------- --------------------- Legal and The shift Our organic Possible Medium Stable We participate Regulatory towards higher growth in trade bodies environment. value-added ambitions There that help to and more may be has been influence the Changes energy-efficient adversely no significant regulatory in laws products may affected. new environment or regulation not develop legislation in which we relating as anticipated We may need or regulation, operate and to the carbon resulting to review or changes as a consequence efficiency in lower sales our acquisition to current we are also of buildings, and profit criteria legislation well placed the growth. to reflect or regulation, to understand efficiency the dynamics which future trends of electrical If our products of a new has had, in our industry. products, are not compliant regulatory or could or compliance and we fail environment. have, We are active may change. to develop a material in new product new products We may have impact development in a timely to redirect on the and have the manner we our new product business. resource to may lose revenue development react to and and market activity. anticipate necessary share to our changes in the competitors. specification of our products. Failure to manage certain We employ internal compliance specialist risks adequately expertise, could lead supported where to death or needed by suitably serious injury qualified and of an employee experienced or third party, external providers. and/or penalties Local operational for non-compliance compliance audits in health are undertaken. and safety, anti-bribery, We have training data protection and awareness or competition programmes in law. place such as health and safety and anti-bribery. We have a whistleblowing hotline managed by an independent third party providing employees with a process to raise non-compliance issues. -------------- --------------------- ---------------- ----------- ---------- --------------- --------------------- Supply chain Sales and Organic growth Unlikely Medium Stable We establish and raw profitability may be reduced. long-term materials. may be reduced Our pattern relationships during the Our product of purchasing with key suppliers Raw materials period of development and to promote
or components constraint. efforts may relationships continuity may become be redirected with our of supply and difficult Prices for to find long-term where possible to source the input alternative supplier we have alternative because material may materials base remains sources identified. of material increase and and components. unchanged. scarcity our costs or disruption may increase. Our policy of supply. of ensuring a resilient supply base remains a priority. -------------- --------------------- ---------------- ----------- ---------- --------------- --------------------- Innovation. Scarce development Our organic Possible Low Stable Our product resource may growth innovation is We may fail be misdirected ambitions We continue driven by a to innovate and costs depend in to demonstrate deep understanding commercially incurred part upon innovation of the ventilation or unnecessarily. our ability with new market and its technically to innovate product economic and viable Failure to new and launches, regulatory drivers. products innovate may improved and a The Group starts to maintain result in products number with a clear and develop an ageing to meet and of awards marketing brief our product product portfolio create market were received before embarking leadership which falls needs. In during on product position. behind that the medium the year. development. of our competition. term, failure to innovate may result in a decline in sales and profitability. -------------- --------------------- ---------------- ----------- ---------- --------------- --------------------- People. Skilled and Our Possible Low Stable Regular employee experienced competitiveness appraisals allow Our employees and growth There two-way feedback continuing may decide potential, have been on performance success to leave the both organic no significant and ambition. depends Group, potentially and inorganic, changes on retaining moving to could be to the A Management key personnel a competitor. adversely supply Development and affected. and retention Programme was attracting Any aspect of quality initiated in skilled of the business employees. 2013 (with the individuals. could be impacted latest to be with resultant launched in reduction late 2017) to in prospects, provide key sales and employees with profitability. the skills needed to grow within the business and to enhance their contribution to the business. The Group aims to reward and incentivise employees competitively. -------------- --------------------- ---------------- ----------- ---------- --------------- ---------------------
Appendix C: Related Party Transactions
The following description of related party transactions involving the Company and its subsidiaries during the financial year ended 31 July 2017 is extracted from page 137 of the Annual Report and Accounts 2017 and is repeated in this announcement solely for the purpose of complying with DTR 6.3.5 (2)(b):
Transactions between Volution Group plc and its subsidiaries, and transactions between subsidiaries, are eliminated on
consolidation and are not disclosed in this note. A breakdown of transactions between the Group and its related parties is disclosed
below. No related party loan note balances exist at 31 July 2017 or 31 July 2016.
There were no material transactions or balances between the Company and its key management personnel or members of
their close family. At the end of the period, key management personnel did not owe the Company any amounts.
The Companies Act 2006 and the Directors' Remuneration Report Regulations 2013 require certain disclosures of Directors' remuneration.
The details of the Directors' total remuneration are provided in the Directors' Remuneration Report (see pages 67 to 84).
Compensation of key management personnel
2017 2016 ==================================== GBP000 GBP000 ==================================== ====== ====== Short-termemployeebenefits 2,714 2,292 Share-basedpaymentchange(seenote32) 512 389 ==================================== ====== ====== Total 3,226 2,681 ==================================== ====== ======
Key management personnel is defined as the CEO, the CFO and the ten (2016: nine) individuals who report directly to the CEO.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACSKMMFGLGVGNZG
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October 30, 2017 06:09 ET (10:09 GMT)
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