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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Eurocell Plc | LSE:ECEL | London | Ordinary Share | GB00BVV2KN49 | ORD GBP0.001 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-2.50 | -1.82% | 134.50 | 133.00 | 136.00 | 135.00 | 133.50 | 135.00 | 65,594 | 12:58:21 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Plastics Products, Nec | 364.5M | 9.6M | 0.0857 | 15.69 | 150.72M |
TIDMECEL
RNS Number : 0687K
Eurocell plc
17 April 2020
17 April 2020
EUROCELL plc
(the 'Company')
PUBLICATION OF 2019 ANNUAL REPORT
AND NOTICE OF 2020 ANNUAL GENERAL MEETING
The Company announces that it has published its full Annual Report for the year ended 31 December 2019 and Notice of the 2020 Annual General Meeting, which is to be held at 3pm on Thursday 14 May 2020 at Fairbrook House, Clover Nook Road, Alfreton, Derbyshire, DE55 4RF.
(Please note:
Under the Stay at Home Measures published by the Government on 23 March 2020, and made law on 26 March 2020, shareholders, proxies and other attendees will not be permitted to attend the AGM in person. Anyone seeking to attend the AGM will be refused entry and therefore shareholders are strongly recommended to vote by proxy. In the event that the AGM arrangements change, the Company will issue a further communication.)
Copies of the documents listed below have been posted to registered shareholders today:
1. Annual Report 2019
2. Notice of 2020 Annual General Meeting
3. Form of Proxy for the 2020 Annual General Meeting
The above documents are also available on the Eurocell plc website at investors.eurocell.co.uk.
In accordance with LR 9.6.1R of the Listing Rules , a copy of each of the above documents has been submitted to the UK Listing Authority via the National Storage Mechanism and are/will be available for inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism.
Further to the Company's Preliminary Results announcement on 13 March 2020 (RNS number: 0158G), and in accordance with DTR 6.3.5(2)(b), set out below are the following extracts from the Annual Report 2019 in full unedited text form:
-- Principal Risks -- Statement of Directors' Responsibilities.
COVID-19 further update
We continue to take steps to protect our business, employees and cash flow from the impact of COVID-19, in order to ensure we are well placed to recommence operations and trading when it is appropriate to do so.
With effect from 1 May 2020 until further notice, the Board has unanimously agreed to take a 20% reduction in its remuneration. The effect of this will be to reduce the annual fees of the Chair and Non-Executive Directors by 20%, and to reduce the salary of the Executive Directors by 20%, including pension contributions and bonus payments which are calculated as a percentage of salary. Other members of senior management have also voluntarily agreed similar reductions.
As announced on 24 March 2020, the recommendation for a final dividend, in respect of the year ended 31 December 2020, has been withdrawn.
The Principal Risks summarised below are those identified in our 2019 Annual Report, which was approved by the Board on 12 March 2020, and was therefore prepared before the full impact of COVID-19 emerged. The Company's internal control systems have adapted effectively to support our response to the pandemic.
PRINCIPAL RISKS
MACROECONOMIC CONDITIONS
Principal risk and impact Mitigation Risk change in reporting period Our products are used in the * Notwithstanding macro conditions, we expect our * Political and economic uncertainty as a result of residential and strategic priorities and self-help initiatives to Brexit is slightly reduced. commercial building support sales and market share growth. and construction markets, * Construction output and general RMI market contracted both within the RMI * Initiatives include: growing market share, investment in 2019. CPA now forecast a broadly flat market for sector, for new in our specifications team (targeting new-build, 2020. residential housing commercial and public sector work), expanding the developments and branch network and increasing recycling. for new * New home registrations reduced in 2019 but modest construction growth is expected in 2020. projects. * We operate comfortably within the terms of our bank Our private RMI facility and related financial covenants. business is * UK base rate remains unchanged since 2018. strongly correlated to the level of * Reducing the pace of branch network expansion should household improve short-term profit and cash flows. * Some expectation of a post-election recovery. disposable incomes. Our new-build business is particularly influenced by the level of activity in the house-building industry. As such, our business and ability to fund ongoing operations is dependent on the level of activity and market demand in these sectors, itself often a function of general economic conditions (including interest rates and inflation) in the UK. Government economic and social policy can also have a significant impact on our business. ----------------------------------------------------------- ----------------------------------------------------------- BREXIT ------------------- ----------------------------------------------------------- ----------------------------------------------------------- Principal risk and Mitigation Risk change in reporting period impact ----------------------------------------------------------- ----------------------------------------------------------- Although the UK has Actions taken include: agreed withdrawal * Some suppliers for other raw materials have agreed to * Withdrawal agreement with the EU now in place. terms with the EU, hold extra stocks (very limited capacity at our there remains manufacturing sites). significant * New Government has a clear mandate to agree a Trade uncertainty Deal with the EU. over the nature of * Finished goods stock build executed for key lines future trading where possible. arrangements. The UK leaving the EU without agreeing * Selective credit insurance now in place. a Trade Deal remains a realistic scenario, and such an outcome could lead to delays and disruption at the UK borders. Almost all of our sales are to UK-based businesses. However, some of our key raw materials originate in Europe, so any disruption in supplies could impact on our ability to manufacture our products and meet customer demand. ----------------------------------------------------------- ----------------------------------------------------------- CYBER SECURITY ------------------- ----------------------------------------------------------- ----------------------------------------------------------- Principal risk and Mitigation Risk change in reporting period impact ----------------------------------------------------------- ----------------------------------------------------------- A breach of IT security * Physical security of servers at third-party off-site * This remains a high-profile area and is receiving (externally or data centre, with full disaster recovery capability. considerable management focus. internally) could result in an inability to * Password and safe-use policies in place, internet operate usage monitored and anti-malware used. systems effectively (e.g. viruses) or the release of * External cyber review and internal audit reviews inappropriate conducted in 2019, resulting in significant information (e.g. enhancements in defence. hackers). * Cyber awareness/IT security campaign active for all employees. * Financial crime protection and cyber liability insurance in place. ----------------------------------------------------------- ----------------------------------------------------------- RAW MATERIAL PRICES ------------------- ----------------------------------------------------------- ----------------------------------------------------------- Principal risk and Mitigation Risk change in reporting period impact ----------------------------------------------------------- ----------------------------------------------------------- Our manufacturing operations depend * Where possible we pass through raw material or traded * Raw material prices continued to fluctuate in 2019, on the supply of goods price increases to our customers. largely as a result of currency changes and the PVC resin, a impact of other uncertainties surrounding Brexit. material derivative of ethylene * Increasing the use of recycled material in our which in turn is a manufacturing partially mitigates exposure to resin * We have elected not to enter into a fixed price derivative of crude prices. contract for PVC resin in 2020 as the premium oil. required by suppliers was prohibitive. The price of PVC resin can therefore * We consider fixed price supply arrangements with
be subject to suppliers where it is economic to do so. fluctuations based on the markets for crude * Use of more than one supplier to provide competitive oil and ethylene, pricing for many raw materials and traded goods. as well as the market for resin itself. In addition, although we pay for resin in sterling, crude oil and ethylene are priced in US dollars and euros respectively. As such, the price of resin in sterling is also impacted by international currency markets. Our ability to pass on resin and other raw material or traded goods price increases to our customers will depend on market conditions at the time. ----------------------------------------------------------- ----------------------------------------------------------- OPERATING CAPACITY CONSTRAINTS --------------------------------------------------------------------------------------------------------------------------------------------- Principal risk and Mitigation Risk change in reporting period impact ----------------------------------------------------------- ----------------------------------------------------------- A requirement to run manufacturing * Co-extrusion and foam capacity increased by 30% and * Warehousing capacity identified as the key remaining facilities at high 15% respectively in 2019 to resolve manufacturing constraint to efficient operations and future growth. levels of capacity constraint. utilisation in peak periods * New warehouse facility secured for 2020. (e.g. to meet * Recruitment of additional trained labour in our customer demand) foiling plant for 2019 to resolve manufacturing can drive down capacity constraint. * Risks associated with project to transition. Plan to Overall Equipment be operational with new warehouse in Q4. Effectiveness ('OEE') and * Strengthened management team in critical areas of result in other Chief Operating Officer, production planning and operational logistics. inefficiencies. Attempting to satisfy unexpectedly high demand without the requisite infrastructure in place may lead to a failure of people, systems and processes to perform. Together these factors can result in adverse financial consequences. ----------------------------------------------------------- ----------------------------------------------------------- UNPLANNED PLANT DOWNTIME --------------------------------------------------------------------------------------------------------------------------------------------- Principal risk and Mitigation Risk change in reporting period impact ----------------------------------------------------------- ----------------------------------------------------------- The business is * No material change dependent on the * Regular planned maintenance to reduce the risk of continued and plant failure. uninterrupted performance of our production * Maintenance capital investment of approximately GBP5 facilities. million per annum across the Group. Each of the facilities is subject to * Extrusion facilities spread over 3 manufacturing operating risks, sites. such as: industrial accidents (including * Group-wide disaster recovery plans in place. fire); extended power outages; withdrawal of * Acquisition of Ecoplas has increased our recycling permits and capacity and reduced our reliance on a single licences (e.g. the recycling plant. regulated operation of the recycling facility); breakdowns in machinery; equipment or information systems; prolonged maintenance activity; strikes; natural disasters; and other unforeseen events. ----------------------------------------------------------- ----------------------------------------------------------- RAW MATERIAL SUPPLY ------------------- ----------------------------------------------------------- ----------------------------------------------------------- Principal risk and Mitigation Risk change in reporting period impact ----------------------------------------------------------- ----------------------------------------------------------- There are only a limited number of * Raw material tests to identify potential alternative * Brexit related supply risks decreasing as described PVC resin and suppliers. above. certain other raw material suppliers and * Spot market for resin often available to access. * Potential remains for increased resin supply we operate with originating from the US to come on line and deliver limited material into Europe. storage capacity. * Contractual arrangements for certain key suppliers As described above include liquidated damages for failure to supply. (see Brexit risk), failure to receive raw materials on a * Regular reviews to test financial stability of key timely basis could suppliers. impact on our ability to manufacture products and meet customer demand. ----------------------------------------------------------- ----------------------------------------------------------- UNSUCCESSFUL BRANCH NETWORK EXPANSION --------------------------------------------------------------------------------------------------------------------------------------------- Principal risk and Mitigation Risk change in reporting period impact ----------------------------------------------------------- ----------------------------------------------------------- We have invested New Building Plastics' management team progressing significantly to initiatives to improve profitability: * Pace of expansion slowed in 2018-20 to allow focus on expand the branch * More rigid pricing architecture. consolidating existing estate. network over the last 3 years. The network, * Revised field sales and account management structure. including new branches, may fail to reach the * Drive to better stock availability and trials of new required scale and front-of-house and product displays. profitability within an acceptable * Enhanced training to ensure all staff have the timeframe. ability to sell the full range of products. Looking further forward, good new sites may become * Profit improvement plan template for lowest more difficult to performing branches. find. * Improved new site selection using location analysis tools. ----------------------------------------------------------- ----------------------------------------------------------- ABILITY TO ATTRACT AND RETAIN KEY PERSONNEL AND HIGHLY SKILLED INDIVIDUALS --------------------------------------------------------------------------------------------------------------------------------------------- Principal risk and Mitigation Risk change in reporting period impact ----------------------------------------------------------- ----------------------------------------------------------- Our success depends inter alia, on the * Clear strategic direction provides an attractive * Continued focus on improving employee engagement and efforts and backdrop to working at Eurocell. communication (e.g. new Group-wide Vision and Values abilities of launched in 2018.) certain key personnel and * Market rate compensation for all personnel, including our ability to leadership team. attract and retain such people. The senior team * Equity-based long-term incentive plans in place for have significant senior team. experience in the relevant sectors and markets and are expected to make an important contribution to our growth and success. ----------------------------------------------------------- ----------------------------------------------------------- SHORTAGES OR INCREASED COSTS OF APPROPRIATELY SKILLED LABOUR --------------------------------------------------------------------------------------------------------------------------------------------- Principal risk and Mitigation Risk change in reporting period impact ----------------------------------------------------------- ----------------------------------------------------------- We are subject to * Fourth SAYE scheme planned for 2020. supply risks * Market level or better salaries and good benefits related to the package. availability and cost of labour, both in our * Induction and training programme. manufacturing operations and in
our branch * Annual SAYE share-save scheme available to all business. Our personnel. headquarters are located in an area of generally full * Progressing strategy to improve retention and employment. recruitment, leadership and development, employee We may also engagement and communication. experience labour cost increases (including those related to the Minimum Wage) or disruptions in circumstances where we have to compete for employees with the necessary skills and experience in tight labour markets. ----------------------------------------------------------- ----------------------------------------------------------- CUSTOMER CREDIT RISK ------------------- ----------------------------------------------------------- ----------------------------------------------------------- Principal risk and Mitigation Risk change in reporting period impact ----------------------------------------------------------- ----------------------------------------------------------- There is an inherent risk that * In-depth credit review for new and ongoing customer * Increased economic uncertainty and falling consumer default by a large accounts. confidence may lead to more business failures. customer could result in a material bad * Experienced Credit Manager (over 15 years with the * No individually material bad debts in 2019, but some debt. Group) and strong credit control team. extension of credit terms and overdues on large accounts. Inherent risk remains. * Credit insurance implemented for large Profiles accounts. ----------------------------------------------------------- ----------------------------------------------------------- COMPETITOR ACTIVITY ------------------- ----------------------------------------------------------- ----------------------------------------------------------- Principal risk and Mitigation Risk change in reporting period impact ----------------------------------------------------------- ----------------------------------------------------------- We have a number of existing * Strong market and customer awareness, with good * We continued to gain market share in both divisions competitors who intelligence around competitor activity. in 2019. compete on range, price, quality and service. * Focus on customer proposition and points of * The more uncertain market environment may have Increased differentiation in product and service offering. weakened some of our competitors. competition could reduce volumes and margins on manufactured and traded products. ----------------------------------------------------------- ----------------------------------------------------------- CORPORATE AND REGULATORY RISKS --------------------------------------------------------------------------------------------------------------------------------------------- Principal risk and Mitigation Risk change in reporting period impact ----------------------------------------------------------- ----------------------------------------------------------- We may be adversely Recent developments widen the scope and increase the affected by the * We have procedures and policies in place to support penalty regime for breaches in these crystalisation of compliance with regulations. areas. For example: unexpected * Corporate Criminal Offence of Failure to Prevent the corporate or Facilitation of Tax Evasion ('CCO') legislation came regulatory risks. * Regular communication and training on policy into force on 30 September 2017. These could include compliance. health and safety, data, reputational * General Data Protection Regulations ('GDPR') came and environmental * Monitoring procedures in place, including near miss into effect in May 2018. risks (including and potential hazard reporting for health and safety regulations related matters. to our recycling operations), or other legal, * Internal and third-party site audits to test taxation and compliance with our policies. compliance matters. ----------------------------------------------------------- ----------------------------------------------------------- FAILURE TO DEVELOP NEW PRODUCTS --------------------------------------------------------------------------------------------------------------------------------------------- Principal risk and Mitigation Risk change in reporting period impact ----------------------------------------------------------- ----------------------------------------------------------- Failure to innovate could reduce our * We invest continuously in research and development * Recent successes include: Coastline (a lightweight growth potential or through our in-house team. composite cladding for use on coastal properties), render existing and extensions to the Modus and Skypod ranges. products obsolete. The launch of new * The team is highly focused on new ways to develop products and new existing products and to be innovative with new ones. variants of existing products is an inherently * We have a strong product pipeline with more than 25 uncertain projects in development. process. We cannot guarantee that we will continuously develop successful new products or new variants of existing products. Nor can we predict how customers and end-users will react to new products or how successful our competitors will be in developing products which are more attractive than ours. ----------------------------------------------------------- ----------------------------------------------------------- FAILURE TO IDENTIFY, COMPLETE AND INTEGRATE BOLT-ON ACQUISITIONS --------------------------------------------------------------------------------------------------------------------------------------------- Principal risk and Mitigation Risk change in reporting period impact ----------------------------------------------------------- ----------------------------------------------------------- Exploring potential bolt-on * Public communication of bolt-on acquisitions being a * Some delays with project to expand Ecoplas. acquisitions is one strategic priority. Performance is now improving, but significant value of our strategic at stake until acceptable plant reliability achieved. priorities. We may not be able * Good knowledge of companies operating in our sector to identify and related sectors. appropriate bolt-on acquisitions. Any future * Ecoplas and Kent Building Plastics acquired in 2018 acquisition we do and Trimseal in 2019. make poses integration and other risks which * Tried and tested procedure for the integration of new may affect our acquisitions and a good track record of recent results success. or operations. The acquisition and integration of companies is a complex, costly and time-consuming process involving a number of possible risks. These include diversion of management attention, failure to retain personnel, failure to maintain customer service levels, disruption to relationships with various third parties, system risks and unanticipated liabilities ----------------------------------------------------------- ----------------------------------------------------------- CORONAVIRUS ------------------- ----------------------------------------------------------- ----------------------------------------------------------- Principal risk and Mitigation Risk change in reporting period impact ----------------------------------------------------------- ----------------------------------------------------------- A significant * New risk in 2020 proportion of * We placed extra orders for window and door hardware window and door in January 2020. hardware is sourced in China. We may be adversely affected by a disruption to the hardware supply chain which impacts our business (Vista Panels and Security Hardware) or that of our window fabricator customers. We may also be impacted if the virus results in the unavailability of our workforce or has a significant impact on the macro economic environment.
----------------------------------------------------------- -----------------------------------------------------------
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law). 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 Company and of the profit or loss of the Group and Company for that period. In preparing the financial statements, the directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- state whether applicable IFRSs as adopted by the European Union have been followed for the Group financial statements and United Kingdom Accounting Standards, comprising FRS 101, have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements;
-- make judgements and accounting estimates that are reasonable and prudent; and
-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.
The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the group financial statements, Article 4 of the IAS Regulation.
The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors' confirmations
The Directors consider that 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 and Company's position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed in the corporate governance section on pages 54 and 55 confirm that, to the best of their knowledge:
-- the Company financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law), give a true and fair view of the assets, liabilities, financial position and profit of the Company;
-- the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and
-- the Directors' Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces.
In the case of each Director in office at the date the Directors' Report is approved:
-- so far as the Director is aware, there is no relevant audit information of which the Group and Company's auditors are unaware; and
-- they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group and Company's auditors are aware of that information.
The Directors' Responsibility Statement was approved by the Board on 12 March 2020.
Mark Kelly Michael Scott Chief Executive Officer Chief Financial Officer
Enquiries:
Paul Walker
Group Company Secretary
01773 842100
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
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April 17, 2020 07:55 ET (11:55 GMT)
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