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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 | |
---|---|---|---|---|---|---|---|---|---|---|
-60.00 | -2.86% | 2,035.00 | 2,035.00 | 2,055.00 | 2,100.00 | 2,045.00 | 2,050.00 | 254,453 | 16:35:27 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Fabricated Structural Metal | 829.8M | 68.8M | 0.8553 | 24.03 | 1.69B |
TIDMHILS
RNS Number : 0819W
Hill & Smith Hldgs PLC
21 April 2021
Hill & Smith Holdings PLC (the 'Company')
2020 Annual Report and Notice of 2021 Annual General Meeting ('AGM')
Hill & Smith Holdings PLC has posted, or otherwise notified as being available on its website www.hsholdings.com , the Notice of its 2021 AGM. The 2020 Annual Report was posted to shareholders, or otherwise
notified as being made available on its website www.hsholdings.com on 21 April 2021.
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 2020 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 2020 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 2020 Annual Report
The information below, headed as Appendix A, B and C, and which is extracted from the 2020 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 10 March 2021 (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 2020 Annual Report. All page numbers and cross-references in the extracted information below refer to page numbers in the 2020 Annual Report.
Appendix A - Principal Risks and Uncertainties
Economic Risk: Reduction in Government spending plans Trend Description and potential impact Mitigation Slightly lower The Group generates the majority of Our existing entity portfolio its revenues from its operations contains diverse products, Link to strategy located in the UK and markets and territories and we * Portfolio management the USA and whilst it is possible will that Government spending plans will continue with this approach. be under increasing * Enhancing organic growth scrutiny, it is likely that Market and product development infrastructure investment will initiatives. continue to be a key part of * Agile decision making national Co-operation between Group spending plans, particularly in the businesses, leveraging the short to medium term. Group's size/ international footprint In March 2020, the UK government and exploiting synergies. confirmed its commitment to the next phase of road investment Monitoring of UK businesses and spend (RIS2) at GBP27.4bn. In the the effects of Brexit. US, there is optimism for a Federal-funded road investment Exposure to longer term bill under the Biden infrastructure investment administration. The Group is well programmes. placed to benefit from these investments and possible short term "shovel ready" schemes to stimulate economic growth, although a reduction in UK or US Government infrastructure spending, could reduce demand for our products and services. ------------------------------------ ---------------------------------- Risk: Changes in global outlook and geopolitical environment Trend Description and potential impact Mitigation Slightly higher The Group operates in a range of The Group has a diverse portfolio end-user markets around the world of businesses with exposure to a Link to strategy and may be affected by range of markets and geographies, * Portfolio management political, economic or regulatory limiting exposure to any one developments in any of these country or market sector. countries. * Enhancing organic growth Current and future financial Material adverse changes in the performance is continuously political and economic environments monitored, facilitating rapid * Agile decision making in the countries in which response we operate, have the potential to to changes in market conditions. put at risk our ability to execute our strategy. The Group is closely monitoring on a business-by-business basis, Whilst Brexit has not had a the identified operational material direct effect on the and financial risks arising from Group, it creates the potential the UK's exit from the EU for market disruption in the short term. The COVID-19 pandemic continues to create uncertainty in the global economic outlook. The diverse portfolio of Group businesses with exposure to a range of markets and geographies, continues to help mitigate this exposure. ------------------------------------ ---------------------------------- Commercial & Financial Risk: Increase in competitive pressure Trend Description and potential impact Mitigation No change Increased volatility, The holding of leading positions uncertainty and slowdown in our in niche markets of sustainable Link to strategy markets could result in infrastructure and transport * Operational Excellence increased prices safety with high barriers to and the emergence of new entry. technologies, leading to a loss In line with our entrepreneurial * Enhancing organic growth of customers and/or pricing model, our decisions are made pressure close to our markets and our and as a consequence a loss of businesses are agile and * Agile decision making sales and reduced profits. responsive to changes in their competitive landscape. Regular subsidiary Board meetings that review market and customer activity. Our subsidiary businesses aim to provide superior products and high service levels to customers, whilst aiming to ensure there is
no dependency on any one particular customer. ---------------------------------- ------------------------------------ Risk: Product failure Trend Description and potential impact Mitigation No change The Group operates in Products tested, approved and infrastructure markets where it is accredited by regulatory bodies. Link to strategy critical that its products meet * Operational Excellence customer Quality control protocols fully and legislative requirements and implemented and continuously where the consequences of product monitored. * Sustainability failure are potentially serious. Contractual controls in place to minimise economic impacts. Significant product failure arising from component defects or warranty Insurance cover maintained issues may require globally with insurance partners. remediation including the replacement of defective components Litigation supported/managed by or complete products, resulting external legal specialists. in direct financial costs to the Group and/or wider reputational Thematic Internal Audit review risk. completed across the Group during 2019 with recommendations implemented in 2019 and 2020. ------------------------------------ ---------------------------------- Risk: Contractual failure Trend Description and potential impact Mitigation No change The Group delivers its commitments Group material contract review to its customers through a variety process ensures specialist Link to strategy of contractual arrangements central oversight of key * Strong financial controls of both a short and medium- term contractual nature. arrangements. * High cash conversion Weaknesses in the contract Contracts training for key staff. tendering process, inappropriate pricing, misalignment of contract Dedicated quantity surveyors and terms, ineffective contract contracts managers embedded in management or failure to comply subsidiary management structures with contractual conditions could to control projects. result in loss of revenues, pressure on operating margins and Litigation supported/managed by wider reputational damage to external legal specialists. the Group. Insurance cover maintained The potential for credit default globally with insurance partners. risk due to the ongoing COVID-19 pandemic has been identified, Trade credit insurance policies although this has not yet in place in the UK, France and materialised. The Group continues India which mitigate exposure. to closely monitor the position. ------------------------------------ ---------------------------------- Operational Risk: Supply chain failure Trend Description and potential impact Mitigation Slightly higher The Group's businesses depend on Group procurement standards in the availability and timely place, including robust due Link to strategy delivery of raw materials and diligence of supply chain * Enhancing organic growth purchased components, which could partners be affected by disruption in its and requiring dual sourcing where supply chain. Supply chain available. * Agile decision making failures as a result of performance, cost, quality and/or Maintenance of relationships with insolvency may have an adverse key suppliers through regular impact interaction and assessment on the Group's production capacity of performance/ financial status. and lead to an inability to meet customer requirements, Oversight of material procurement resulting in a reduction in contracts ensuring robust revenues, potential loss of market contractual protections. share and possible reputational damage. Goods inwards and stock management processes in place to During 2020 the supply of key raw reduce the likelihood of defects materials and components was not in or shortage of raw materials. impacted by the COVID-19 pandemic, helped in part by local Contingency plans are in place contingency planning around buffer within the relevant businesses stock levels and supplier and throughout the supply chain sourcing arrangements as first to mitigate these risks, such as developed in response to Brexit. purchasing additional stock of key raw materials and securing The Group is currently experiencing additional supply chain capacity. challenges relating to the global increases in steel costs and whilst we are managing availability issues and are well placed to pass price increases to customers, we do recognise an increase in the exposure from the risk. ------------------------------------ ---------------------------------- Risk: IT systems failure Trend Description and potential impact Mitigation No change The Group relies on the information Business Continuity and Disaster technology systems used in the Recovery plans documented, tested Link to strategy daily operations of its and monitored by Group * Agile decision making subsidiaries. businesses. A failure or impairment of those The Group's Policy Manual * Operational excellence systems or any inability to incorporates IT policies in effectively implement new systems respect of system back-up could cause a loss of business procedures
* Strong financial controls and/or damage to the reputation of and hardware/software protection. the Group, together with significant remedial costs. The Board maintains a watching brief on IT risks, particularly Poor security controls and cyber risk which is a focus procedures could lead to our area for improvement. businesses being susceptible to cyber-attack, Ongoing project for the potentially resulting in enhancement of IT security significant IT failure and controls and maturity across the associated disruption. Group. Separate IT systems within each subsidiary means that any illegal external activity is unlikely to jeopardise the Group as a whole. IT Director recruited to the Group in 2020, responsible for IT strategy and cyber security risk. Periodic guidance issued to subsidiaries on current and prevalent cyber-attack threats. ------------------------------------ ---------------------------------- Risk: Acquisition strategy failure Trend Description and potential impact Mitigation No change The Group's growth strategies Board approval required for Group include the acquisition of acquisitions, in line with the Link to strategy businesses around the world that Group Board's Schedule of * Targeted M&A complement or supplement its Matters Reserved. existing activities. Failure to execute an effective acquisition Due diligence protocols deployed * Portfolio Management and integration programme would in relation to assessment of have a significant impact on the target businesses, including Group's ability to generate financial, commercial, legal and * Sustainability sustainable profitable growth for others where appropriate. shareholders. Contractual protections and assurances sought from sellers to mitigate subsequent identification of risks. Post-acquisition integration plans established for all material acquisitions with regular performance monitoring and reporting to the Board. ------------------------------------ ---------------------------------- Risk: Lack of investment in product development and innovation Trend Description and potential impact Mitigation No change The Group operates in global Entrepreneurial culture infrastructure markets where established through a Link to strategy continuous innovation is integral decentralised management * Enhancing organic growth to the Group's product offering and structure, ensuring where a failure to innovate could that Group businesses are agile result in product obsolescence, and responsive to changes in * Operational excellence and innovation the entry of new competitors and/or their competitive environments. loss of market share. The The Group actively development of new products encourages and supports research * Strong financial controls and technologies carries risk and development programmes at including the failure to develop a subsidiary level where knowledge commercially viable offering of the market and needs of our within an acceptable timeframe. customers is greatest. Executive Board approval of product development proposals within the Group's capital spend approval policies. Active Intellectual Property management, by individual business units overseen by Group. Dedicated quality compliance resources in place across Group businesses, ensuring responsiveness to regulator and/or customer approval requirements. Board monitoring of emerging risks alongside external specialist support, where both the risks identified and the potential opportunities arising are considered. ------------------------------------ ---------------------------------- Human Resources Risk: Talent, development, diversity, recruitment and retention of key employees Trend Description and potential impact Mitigation Slightly higher The changing nature of the Implementation of contractual demographics from which we source protections and retentions in Link to strategy our employees employment contracts of senior * Management incentives aligned and the ways in which they like to management and other key work can make it difficult to employees. attract and retain both skilled
* Talent development and unskilled labour. We need to Training and development of ensure effective recruitment employees, which includes a channels and make the necessary programme of IOD and ILM courses * Agile decision making investment to develop and retain for high-quality individuals in key senior management and identified positions to guarantee the potential successors, and long-term success of the business. apprenticeship and other We need to ensure the diversity of vocational our workforce reflects courses for specialist and the communities in which we work. technical roles. Without talented employees we will be unable to deliver Appropriate remuneration and our strategic aims. benefits, together with bonus opportunities and incentive During the year some of our plans subsidiaries have found it offered to employees. challenging to attract and retain unskilled Recruitment process developed to labour due to competitive labour include competency requirements local markets and hence a slight and skills gap analysis. increase in the risk has been recognised. ------------------------------------ ---------------------------------- Legal & Regulatory Risk: Prevention of harm or injury to people Trend Description and potential impact Mitigation No change The Group operates a number of Monthly health & safety reporting manufacturing facilities around the for all subsidiaries via online Link to strategy world. A failure in the tools. * Operational excellence Group's health & safety procedures could lead to injury or to the Regular audits of UK, US, Sweden death of employees or third and India including assessment of * Sustainability parties, with a consequential our COVID secure arrangements. impact on operations and the increased risk of regulatory or Local audits completed in France, * Agile decision making legal action being taken against periodically overseen by Group. the Group. Any such action could result in both financial Health & Safety Forums to monitor damages and damage to reputation. performance and share best practice. During the year the Group has followed all local guidelines to Culture of zero tolerance in ensure that our facilities respect of health & safety are COVID secure and our employees violations promoted by the Board are safe. Actions taken include and introducing enhanced cleaning disseminated throughout Group and hygiene procedures, businesses. implementing social distancing and track and trace procedures, External health & safety provision accreditations and relationships of face masks and taking all maintained with regulatory reasonable steps to help people bodies. work from home where appropriate to do so. In addition, we are Health & safety as a priority mindful of the mental wellbeing of area of focus for new our employees during this acquisitions. difficult time and have offered appropriate support and assistance. Monitoring of LTI rates Any LTI event is followed up and investigated thoroughly and improvement recommendations are implemented to minimise any reoccurrence. Reduction of the Group's LTI rates is a key focus for Management and the Board in 2021. ------------------------------------ ---------------------------------- Risk: Violation of applicable laws and regulations Trend Description and potential impact Mitigation No change The Group's global operations must Group Code of Conduct sets out comply with a range of national and required approach for all staff. Link to strategy international laws * Operational excellence and regulations including those Staff training provided on related to anti-bribery and Anti-Bribery and Corruption and corruption, human rights and Competition Compliance. * Sustainability employment, Programme of audits undertaken on GDPR, trade/export compliance and a cyclical basis to review competition/anti-trust. subsidiary compliance with * Strong financial controls regulatory A failure to comply with any requirements, including for applicable laws and regulations example simulated 'dawn raids'. could result in civil or criminal liabilities and/or individual or Software solutions implemented corporate fines and could also globally to ensure compliance result in debarment from with trade and export Government-related legislation. contracts, restrictions on ability to trade or rejection by financial Externally hosted whistleblowing counterparties as well hotline available to all as reputational damage. employees to allow them to raise concerns in There is no significant concern confidence or anonymously, if regarding legislative changes post preferred. Brexit, however the Group will continue to keep a watching Modern Slavery compliance brief in this area and seek programme continued through 2020. external advice if necessary. Toolkits issued to all UK
subsidiaries to aid compliance with local GDPR. ------------------------------------ ----------------------------------
Appendix B - Responsibility Statement of the Directors pursuant to Disclosure and Transparency Rule 4
The following statement is extracted from page 103 of the 2020 Annual Report and is repeated here for the purposes of compliance with DTR 6.3.5. This statement relates solely to the 2020 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 that 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 83 to 93, and in the related party details on page 178 (note 13) of the 2020 Annual Report.
Alex Henderson
Company Secretary
Hill & Smith Holdings PLC
Tel: +44 (0) 121 704 7430
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