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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 | |
|---|---|---|---|---|---|---|---|---|---|---|
| 6.00 | 0.32% | 1,902.00 | 1,902.00 | 1,912.00 | 1,928.00 | 1,896.00 | 1,896.00 | 47,253 | 16:35:07 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Fabricated Structural Metal | 829.8M | 68.8M | 0.8582 | 22.28 | 1.53B |
From Apr 2019 to Apr 2024
TIDMHILS
RNS Number : 7811K
Hill & Smith Hldgs PLC
13 April 2018
13 April 2018
Hill & Smith Holdings PLC (the 'Company')
2017 Annual Report and Notice of 2018 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. 2017 Annual Report 2. Notice of 2018 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 2017 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 2017 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 2017 Annual Report
The information below, headed as Appendix A, B and C, and which is extracted from the 2017 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 7 March 2018 (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 2017 Annual Report. All page numbers and cross-references in the extracted information below refer to page numbers in the 2017 Annual Report.
Appendix A - Principal Risks and Uncertainties
Hot Features
Premium
Economic
----------------------------------------------------------------------------------------------------------------------
Risk: Changes in government spending plans
----------------------------------------------------------------------------------------------------------------------
Trend Description and potential impact Mitigation
No change The Group generates the majority of Our existing entity portfolio
its revenues from its operations contains diversity of product,
Link to strategy located in the UK and market and territory and we will
* Portfolio management the USA. continue with this approach as we
review potential acquisitions.
A reduction in UK or US government
* Geographic diversification infrastructure spending, Market development initiatives.
particularly in relation to
national Product development initiatives.
* Target returns and leverage roads infrastructure in the UK,
could reduce demand for our Co-operation between Group
products and services. The businesses, leveraging the Group's
* Entrepreneurial culture financial size/international footprint
burden on the governments of both and exploiting synergies.
jurisdictions from 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
No change The Group operates in a range of The Group has a diverse portfolio of
end-user markets around the world businesses with exposure to a range
Link to strategy and 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 monitored, facilitating rapid
* Target returns and leverage in the countries in which response
we operate have the potential to to changes in market conditions.
put at risk our ability to execute
* Entrepreneurial culture our strategy. Entrepreneurial culture established
through a decentralised management
structure, ensuring
that Group businesses are agile and
responsive to changes in their
competitive environments.
Hedging mechanisms used to limit
potential effects of economic
volatility on forecasted revenue.
----------------------------------------- ------------------------------------ -------------------------------------
Commercial & Financial
----------------------------------------------------------------------------------------------------------------------
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
* Target returns and leverage customer Quality control protocols fully
and legislative requirements and implemented and continuously
where the consequences of product monitored.
* Entrepreneurial culture failure are potentially
serious. Contractual controls in place to
minimise economic impacts.
Significant product failure arising
from component defects or warranty Insurance cover maintained globally
issues may require 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
risk.
----------------------------------------- ------------------------------------ -------------------------------------
Risk: Contractual arrangements
----------------------------------------------------------------------------------------------------------------------
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 central
Link to strategy of contractual arrangements oversight of key contractual
* Target returns and leverage of both a short and medium term arrangements.
nature.
Contracts training for key staff.
* Entrepreneurial culture Weaknesses in the contract
tendering process, inappropriate Dedicated quantity surveyors and
pricing, misalignment of contract contracts managers embedded in
terms, ineffective contract subsidiary management structures
management or failure to comply to control projects.
with contractual conditions could
result in loss of revenues, Litigation supported/managed by
pressure on operating margins and external legal specialists.
wider reputational damage to
the Group. Insurance cover maintained globally
with insurance partners
----------------------------------------- ------------------------------------ -------------------------------------
Operational
----------------------------------------------------------------------------------------------------------------------
Risk: Supply chain deficiency
----------------------------------------------------------------------------------------------------------------------
Trend Description and potential impact Mitigation
No change 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 partners
* Target returns and leverage purchased components, which could and requiring dual sourcing where
be affected by disruption in its available.
supply chain.
* Entrepreneurial culture Maintenance of relationships with
Supply chain failures as a result key suppliers through regular
of performance, cost, quality interaction 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
requirements, resulting in robust contractual protections.
reduction in revenues, potential
loss of market share and possible Goods inwards and stock management
reputational damage. processes in place to reduce the
likelihood of defects
in or shortage of raw materials.
Raw material hedging.
----------------------------------------- ------------------------------------ -------------------------------------
Risk: Weaknesses in IT systems
----------------------------------------------------------------------------------------------------------------------
Trend Description and potential impact Mitigation
Higher The Group relies on the information External specialist support with
technology systems used in the daily the development and oversight of IT
Link to strategy operations of its system change programmes.
* Target returns and leverage subsidiaries.
Disaster recovery plans documented,
A failure or impairment of those tested and monitored by Group
systems or any inability to effectively businesses.
implement new systems
could cause a loss of business and/or The Group's Policy Manual
damage to the reputation of the Group, incorporates IT policies in respect
together with of system back-up procedures
significant remedial costs. and hardware/software protection.
External GDPR and cyber risk
reviews commissioned in 2017 and
reviewed by the Board in 2018
- Management responses are being
prepared.
------------------------------------- ---------------------------------------- -------------------------------------
Risk: Acquisition strategy failure
----------------------------------------------------------------------------------------------------------------------
Trend Description and potential impact Mitigation
No change The Group's growth strategies include Our strategic planning process
the acquisition of businesses around supports our M&A planning.
Link to strategy the world that
* Portfolio management complement or supplement its existing Board approval required for Group
activities. acquisitions, in line with the Group
Board's Schedule of
* Geographic diversification Failure to execute an effective Matters Reserved.
acquisition and integration programme
would have a significant Due diligence protocols deployed in
* Target returns and leverage impact on the Group's ability to relation to assessment of target
generate long term value growth for businesses, including
shareholders. financial, commercial, legal and
others where appropriate.
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: Lack of product development and innovation
----------------------------------------------------------------------------------------------------------------------
Trend Description and potential impact Mitigation
No change The Group operates in global Entrepreneurial culture established
infrastructure markets where continuous through a decentralised management
Link to strategy innovation is integral structure, ensuring
* Portfolio management to the Group's product offering and that Group businesses are agile and
where a failure to innovate could responsive to changes in their
result in product obsolescence, competitive environments.
* Geographic diversification the entry of new competitors and/or
loss of market share. The Group actively encourages and
supports research and development
* Target returns and leverage The development of new products and programmes at subsidiary
technologies carries risk including level where knowledge of the market
failure to develop and the needs of our customers are
* Entrepreneurial culture a commercially viable offering within greatest.
an acceptable timeframe.
Executive Board approval of product
development proposals within the
Group's capital spend
approval policies.
Active Intellectual Property
management.
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: Failure to recruit and retain key employees
----------------------------------------------------------------------------------------------------------------------
Trend Description and potential impact Mitigation
No change The Group encourages an entrepreneurial Succession planning model driven by
culture through a decentralised the Group Chief Executive and
Link to strategy management structure. overseen by the Board.
* 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.
Training and development of
employees, which includes a
programme of IOD and ILM courses
for
senior management and identified
potential successors, and
apprenticeship and other vocational
courses for specialist and
technical roles.
------------------------------------- ---------------------------------------- -------------------------------------
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 Regular health and safety
manufacturing facilities around the monitoring, supported by an external
Link to strategy world. independent health, safety
* Target returns and leverage and environmental consultant and
A failure in the Group's health and utilizing a 'safety cloud' online
safety procedures could lead to reporting framework.
* Entrepreneurial culture environmental damage or
to injury to or death of employees or Group Health and Safety Forum
third parties, with a consequential established to monitor performance
impact on operations and share best practice.
and the increased risk of regulatory
or legal action being taken against Culture of zero tolerance in respect
the Group. Any such of health and safety violations
action could result in both financial promoted by the Board
damages and damage to reputation. and disseminated throughout Group
businesses supported with
appropriate HR policies and the
Business Code of Conduct.
Open relationships maintained with
regulatory bodies.
External health and safety
accreditations.
Health and safety required as a
priority area of focus for new
acquisitions.
--------------------------------------- -------------------------------------- -------------------------------------
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 sets out
comply with a range of national and required approach for all staff.
Link to strategy international laws
* Target returns and leverage and regulations including those related Staff training provided on
to anti-bribery and corruption, human Anti-Bribery and Corruption and
rights and employment, Competition Compliance.
* Entrepreneurial culture trade/export compliance and Competition compliance manual
competition/anti-trust. implemented by each Group business.
A failure to comply with any applicable Programme of audits undertaken on a
laws and regulations could result in cyclical basis to review subsidiary
civil or criminal compliance with regulatory
liabilities and/or individual or requirements, including for example
corporate fines and could also result simulated 'dawn raids'.
in debarment from government-related
contracts, restrictions on ability to Software solutions implemented
trade or rejection by financial globally to ensure compliance with
counterparties as well trade and export legislation.
as reputational damage.
Externally hosted whistleblowing
hotline available to all employees
to allow them to raise
concerns in confidence or
anonymously, if preferred.
Modern Slavery compliance programme
continued through 2017.
------------------------------------- ---------------------------------------- -------------------------------------
Appendix B - Directors Responsibilities Statement pursuant to Disclosure and Transparency Rule 4
The following statement is extracted from page 80 of the 2017 Annual Report and is repeated here for the purposes of compliance with DTR 6.3.5. This statement relates solely to the 2017 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 63 to 76, and in the related party details on page 131 (note 25) of the 2017 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
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April 13, 2018 02:00 ET (06:00 GMT)
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