Laird PLC Annual Financial Report (4741I)

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RNS Number : 4741I

Laird PLC

21 March 2018

LAIRD PLC

Annual Report and Notice of Annual General Meeting

Laird PLC (the "Company") announces that it has today published its 2017 Annual Report and Accounts and Notice of the 2018 Annual General Meeting.

The documents listed below have been made available to shareholders and will be submitted to the UK Listing Authority for publication through the National Storage Mechanism where they will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

Documents:

Annual Report and Accounts 2017

Notice of Annual General Meeting

Form of Proxy

Copies of the Annual Report and Accounts 2017 and Notice of Annual General Meeting will also shortly be available on the Company's website at www.laird-plc.com.

The Company's Annual General Meeting will be held on Friday, 27 April 2018 at 10.30 am at the offices of Freshfields Bruckhaus Deringer LLP, Northcliffe House, 28 Tudor Street, London, EC4Y 0AY.

A condensed set of Laird's financial statements and information on important events that have occurred during the financial year and their impact on the financial statements were included in Laird's final results announcement released on 1 March 2018. That information, together with the information set out below, which is extracted from the 2017 Annual Report, constitutes the material required by Disclosure and Transparency Rule 6.3.5 to be communicated to the media in unedited full text through a Regulatory Information Service. This announcement is not a substitute for reading the full 2017 Annual Report. Page numbers and cross-references in the extracted information below refer to page numbers and sections in the 2017 Annual Report.

J G du Plessis

General Counsel and Company Secretary

020 7468 4040

Appendix A

Principal Risks and Uncertainties (P39 0f 2017 Annual Report)

 
 Risk                Description        Mitigation                                                    Risk Velocity 
                      and Impact 
------------------  -----------------  ------------------------------------------------------------  ----------------- 
 Strategic           The Group                                                                        Rapid. 
  1                  is dependent         *    Protecting our position by maintaining and extending    Contract terms 
  Key Customer       on a small                a broad customer base and monitoring the market to      with certain 
  Dependency         number of                 support a swift response to market changes.             key 
  Aligned to         large global                                                                      customers 
  strategy points:   customers                                                                         could 
  3,4,5              with whom            *    Developing the business into new and attractive         lead to short 
                     it does not               growth markets in line with strategic objectives.       notice 
                     have any                                                                          for significant 
                     contractual                                                                       changes to 
                     guarantees           *    Maintaining a competitive and flexible manufacturing    expected 
                     for a                     base.                                                   sales volumes. 
                     significant 
                     portion of 
                     its sales            *    Differentiating Laird with customers. 
                     and a decrease 
                     in or the 
                     loss of business     *    Contract review and negotiation through in-house 
                     from one or               legal team and external advisers. 
                     more of these 
                     customers 
                     or increased 
                     pricing pressure 
                     from one or 
                     more of these 
                     customers 
                     would have 
                     a material 
                     adverse effect 
                     on the Group's 
                     business, 
                     results of 
                     operations 
                     and financial 
                     condition. 
 
                     The Group's 
                     customers 
                     in its largest 
                     business unit 
                     typically 
                     do not commit 
                     to long-term 
                     purchase 
                     contracts, 
                     which results 
                     in low 
                     visibility 
                     on future 
                     cash flows 
                     in that business 
                     unit. 
------------------  -----------------  ------------------------------------------------------------  ----------------- 
 Strategic           Rapid growth                                                                     Slow. 
  2                  of Laird            *    Robust business opportunity evaluation and approval     Automotive 
  Automotive         business                 processes.                                              market dynamics 
  Market             in the                                                                           drive long 
  Dynamics           automotive                                                                       term visibility 
  Aligned to         sector brings       *    Differentiating Laird with customers to achieve close   of the risk 
  strategy points:   with it the              partnerships.                                           and slow 
  2,3,4              risks associated                                                                 velocity 
                     with bidding                                                                     to impact. 
                     in a competitive    *    Strategic options to balance Laird's overall business 
                     market for               portfolio. 
                     very long-term 
                     business with 
                     a limited 
                     number of 
                     large customers. 
                     Participation 
                     requires 
                     substantial 
                     up-front 
                     investment 
                     in design 
                     and development 
                     capability, 
                     well in advance 
                     of associated 
                     revenues. 
------------------  -----------------  ------------------------------------------------------------  ----------------- 
 Strategic           The Group                                                                        Slow. 
  3                  may be adversely     *    Global manufacturing footprint flexibility.             Changes to 
  Increased          impacted by                                                                       international 
  Trade              a move towards                                                                    trade treaties 
  Protectionism      protectionist        *    Trade Compliance optimisation strategies.               are subject 
  Aligned to         international                                                                     to detailed 
  strategy points:   trade policies.                                                                   negotiation 
  3 & 5              Recent political     *    Contractual risk sharing with customers and             and national 
                     events in                 suppliers.                                              political 
                     the United                                                                        governance 
                     States, Europe                                                                    mechanisms 
                     and elsewhere                                                                     and subject 
                     have signalled                                                                    to World Trade 
                     increasing                                                                        Organisation 
                     vocal support                                                                     rules. 
                     for a move 
                     toward 
                     protectionist 
                     international 
                     trade policies. 
                     Restrictions 
                     on or rising 
                     costs of global 
                     free trade 
                     may require 
                     the Group 
                     to relocate 
                     manufacturing 
                     activities, 
                     which could 
                     entail 
                     significant 
                     costs and 
                     could have 
                     a material 
                     adverse effect 
                     on the Group's 
                     business, 
                     financial 
                     condition 
                     and results 
                     of operations 
                     in the 
                     short-term. 
------------------  -----------------  ------------------------------------------------------------  ----------------- 
 Operational         If the Group's                                                                   Slow. 
  4                  products,            *    Specialist IPR legal review.                            Long tail 
  Intellectual       systems or                                                                        negotiation 

  Property           solutions                                                                         and litigation 
  Rights (IPR)       are found            *    Patent checks in the product development process.       risks. 
  Aligned to         to infringe 
  strategy points:   the intellectual 
  1 & 4              property rights      *    Customer audit compliance. 
                     of others, 
                     the Group 
                     may be required      *    Patent registration strategy. 
                     to change 
                     its business 
                     practices            *    Internal monitoring of patent registrations. 
                     and may also 
                     become liable 
                     for damages 
                     and face 
                     invalidation 
                     of the Group's 
                     intellectual 
                     property rights. 
 
                     Failure to 
                     protect the 
                     Group's 
                     intellectual 
                     property rights 
                     could adversely 
                     affect the 
                     Group's 
                     financial 
                     condition 
                     and results 
                     of operations. 
------------------  -----------------  ------------------------------------------------------------  ----------------- 
 
 
 Risk                Description        Mitigation                                                   Risk Velocity 
                      and Impact 
------------------  -----------------  -----------------------------------------------------------  ------------------ 
 Operational         Actual, possible                                                                Rapid. A product 
  5 Product          or perceived         *    Product and operations quality control processes.      incident or 
  Risk               defects,                                                                         failure can 
  Aligned to         failures                                                                         in some cases 
  strategy points:   or quality           *    Supplier quality review and audits.                    lead to a 
  1,4,5              issues                                                                           short notice 
                     associated                                                                       product recall. 
                     with the Group's     *    Automotive, ISO and other relevant standards 
                     products could            compliance Production controls; Logistics standards 
                     lead to product           compliance; Customer relationship management. 
                     recalls and 
                     litigation, 
                     including            *    Contractual controls to limit liability where 
                     product                   possible. 
                     liability 
                     claims, or 
                     negative             *    Proactive customer relationship management. 
                     publicity 
                     that could 
                     materially 
                     adversely 
                     affect the 
                     Group's 
                     reputation, 
                     business, 
                     financial 
                     condition 
                     and results 
                     of operations. 
------------------  -----------------  -----------------------------------------------------------  ------------------ 
 Operational         Disruptions                                                                     Rapid. 
  6                  of operations       *    Risk management and recovery plans in place at site,   Major business 
  Operations         at the Group's           business unit and corporate functional levels.         interruption 
  Continuity         key factories                                                                   incidents 
  Aligned to         or sites due                                                                    such as natural 
  strategy points:   to disasters        *    Use of expert partners to continuously improve site    catastrophes, 
  1 & 5              or other                 risk management controls IT security and back-up       or a site 
                     business                 procedures.                                            fire, can 
                     continuity                                                                      have an immediate 
                     events could                                                                    and enduring 
                     impact the          *    Flexing production between sites.                      operational 
                     Group's ability                                                                 impact. 
                     to meet its 
                     production          *    Cyber and IT protections and Business Interruption 
                     requirements             Plans. 
                     and a failure 
                     to successfully 
                     recover from 
                     such an event 
                     could have 
                     a material 
                     adverse effect 
                     on the Group's 
                     business. 
 
                     A cybersecurity 
                     incident could 
                     negatively 
                     impact the 
                     Group's business 
                     or operations 
                     or may harm 
                     its 
                     relationships 
                     with customers. 
------------------  -----------------  -----------------------------------------------------------  ------------------ 
 Operations          Market dynamics                                                                 Moderate. 
  7 Contract         in some parts        *    Robust business opportunity evaluation and approval   Velocity to 
  Risk               of the business           processes.                                            impact is 
  Aligned to         with large                                                                      assessed as 
  strategy points:   key customers                                                                   moderate 
  3,4,5              could lead           *    Comprehensive contract review by internal legal       reflecting 
                     to onerous                function.                                             the contractual 
                     or imbalanced                                                                   and litigation 
                     contracts,                                                                      Characteristics 
                     potentially          *    Effective operational efficiency mechanisms.          of the risk. 
                     for very long 
                     term business, 
                     where                *    Product quality and compliance controls. 
                     assumptions 
                     on future 
                     cost and 
                     efficiencies 
                     could lead 
                     to commitments 
                     to potentially 
                     unprofitable 
                     business and/or 
                     unlimited 
                     or very high 
                     potential 
                     penalties 
                     and legal 
                     costs. 
------------------  -----------------  -----------------------------------------------------------  ------------------ 
 Finance             Exchange rate                                                                   Moderate. 
  8 Foreign          movements            *    Commercial management of exposures.                   Risk is driven 
  Exchange           could impact                                                                    by in year 
  Rate Movement      on reported                                                                     trends rather 
  Aligned to         profit through       *    Hedging activity.                                     than short 
  strategy points:   a combination                                                                   term 
  3 & 5              of translational                                                                fluctuations. 
                     and                  *    Matching of currency borrowings. 
                     transactional 
                     risk. 
                                          *    Debt apportionment in currencies to offset 
                                               translation risk. 
------------------  -----------------  -----------------------------------------------------------  ------------------ 
 

Appendix B

Directors' Responsibility Statements (P93 of 2017 Annual Report)

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable United Kingdom law and regulations. Under that law the Directors have prepared Group financial statements in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union and the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice.

The Directors are required to prepare financial statements for each financial year which present a true and fair view of the financial position of the Group and Company and the financial performance and cash flows of the Group for that period. In preparing those financial statements on a going concern basis, the Directors are required to:

   --        select suitable accounting policies and then apply them consistently; 
   --        make judgements and accounting estimates that are reasonable; 

-- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

-- state that the Group has complied with IFRS as adopted by the EU and that the parent company has complied with UK accounting standards, subject to any material departures disclosed and explained in the financial statements; and

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time, the financial position of the Group and enable them to ensure that the financial statements comply with the Companies Act 2006 and as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. They are also responsible for the maintenance and integrity of the corporate and financial information included on the Company's website.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. We confirm that, to the best of our knowledge:

i. the Group financial statements, prepared in accordance with IFRS as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and result of the Group taken as a whole;

ii. the Strategic Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces; and

iii. the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group's performance, business model and strategy.

This information is provided by RNS

The company news service from the London Stock Exchange

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March 21, 2018 09:21 ET (13:21 GMT)