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FAN Volution Group Plc

406.00
-4.50 (-1.10%)
Last Updated: 10:23:44
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Volution Group Plc LSE:FAN London Ordinary Share GB00BN3ZZ526 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -4.50 -1.10% 406.00 406.00 407.50 430.00 406.00 430.00 11,207 10:23:44
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Equip Rental & Leasing, Nec 328.01M 37.37M 0.1889 21.49 803.04M

Volution Group plc Annual Financial Report & Notice of AGM (1535R)

25/10/2019 8:49am

UK Regulatory


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TIDMFAN

RNS Number : 1535R

Volution Group plc

25 October 2019

Friday 25 October 2019

Volution Group plc

Annual Report and Accounts 2019 and Notice of Annual General Meeting

Volution Group plc ("Volution" or the "Company", LSE: FAN), a leading supplier of ventilation products to the residential and commercial construction markets, announces that following the release by Volution on 9 October 2019 of the Company's Preliminary Results Announcement for the year ended 31 July 2019, it has today posted and made available to shareholders on its website, www.volutiongroupplc.com the documents listed below:

   --      Annual Report and Accounts 2019 
   --      Notice of Annual General Meeting 2019 
   --      Form of Proxy for the Annual General Meeting 2019 

Copies of these documents are also being submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/nsm.

The Company's Annual General Meeting will be held at 12:00 noon on Thursday 12 December 2019 at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ.

A condensed set of financial statements and information on important events that have occurred during the year ended 31 July 2019 and their impact on the financial statements, were included in the Company's Preliminary Results Announcement made on 9 October 2019, which is available on the Company's website referred to above. That information together with the information set out below in the appendices to this announcement (which is extracted from the Annual Report and Accounts 2019), constitute the material required by Disclosure Guidance & Transparency Rule 6.3.5 which is required to be communicated to the media in full unedited text through a Regulatory Information Service. This announcement is not a substitute for reading the full Annual Report and Accounts 2019.

- ends -

Enquiries:

Volution Group plc

   Michael Anscombe, Company Secretary                         +44 (0) 1293 441662 

Note to Editors:

Volution Group plc (LSE: FAN) is a leading supplier of ventilation products to the residential and commercial construction markets in the UK, the Nordics, Central Europe and Australasia.

The Volution Group operates through two divisions: the Ventilation Group and the OEM (Torin-Sifan) division. The Ventilation Group comprises 15 key brands - Vent-Axia, Manrose, Diffusion, National Ventilation, Airtech, Breathing Buildings, Fresh, PAX, VoltAir, Kair, Air Connection, inVENTer, Ventilair, Simx and Ventair, focused primarily on the UK, the Nordic, Central European and Australasian ventilation markets. The Ventilation Group principally supplies ventilation products for residential and commercial ventilation applications. The OEM (Torin-Sifan) division supplies motors, fans and blowers to OEMs of heating and ventilation products for both residential and commercial construction applications in Europe. For more information, please go to: www.volutiongroupplc.com

Legal Entity Identifier: 213800EPT84EQCDHO768

APPICES

Appendix A: Directors' Responsibility Statement

The following Directors' Responsibility Statement is extracted from page 94 of the Annual Report and Accounts 2019 and is repeated in this announcement solely for the purpose of complying with DTR 6.3.5. The statement relates to the full Annual Report and Accounts 2019 and not the extracted information contained in this announcement:

The Directors are responsible for preparing the Annual Report and the Group and parent company financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare Group and parent company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with IFRS as adopted by the EU and applicable law and have elected to prepare the parent company financial statements in accordance with IFRS as adopted by the EU.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent company and of their profit or loss for that period. In preparing each of the Group and parent company financial statements, the Directors are required to:

 
 --   select suitable accounting policies and then apply them consistently; 
 --   make judgements and estimates that are reasonable and prudent; 
 --   state whether the Group and parent company financial statements 
       have been prepared in accordance with IFRS as adopted by the 
       EU; and 
 --   prepare the financial statements on the going concern basis 
       unless it is inappropriate to presume that the Group and the 
       parent company will continue in business. 
 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a strategic report, directors' report, directors' remuneration report and corporate governance statement that complies with that law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

We confirm that to the best of our knowledge:

-- the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the undertakings included in the consolidation taken as a whole; and

-- the Strategic Report and the Directors' Report include a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and

-- the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.

By order of the Board

Ronnie George

Chief Executive Officer

9 October 2019

Andy O'Brien

Chief Financial Officer

9 October 2019

Appendix B: Principal Risks and Uncertainties

The following is extracted from pages 26 to 33 of the Annual Report and Accounts 2019 and is repeated in this announcement solely for the purpose of complying with DTR 6.3.5. The information relates to the full Annual Report and Accounts 2019 and not the extracted information contained in this announcement:

The Board is committed to protecting and enhancing the Group's reputation and assets in the interests of shareholders as a whole, while having due regard to the interests of other stakeholders. It has overall responsibility for the Group's system of risk management and internal control.

The Group's businesses are affected by a number of risks and uncertainties. These may be impacted by internal and external factors, some of which we cannot control. Many of the risks are similar to those found by other companies of similar scale and operations.

The risks and uncertainties facing the Group have also been considered in the context of the UK leaving the EU. Whilst negotiations continue between the UK and the EU and there is continuing uncertainty in the UK economy, our increasing market and geographical diversity provide some level of risk mitigation and the Board considers the nature of the principal risks to be broadly unchanged. More detail of the specific risk associated with the UK leaving the European Union can be found on pages 27 and 28. A specific assessment of the potential risks and our approach to management of these risks can be found on pages 26 and 27.

Our approach

Risk management and maintenance of appropriate systems of control to manage risk are the responsibilities of the Board and are integral to the ability of the Group to deliver on its strategic priorities. The Board has developed a framework of risk management which is used to establish the culture of effective risk management throughout the business by identifying and monitoring the material risks, setting risk appetite and determining the overall risk tolerance of the Group. To enhance risk awareness, embed risk management and gain greater participation in managing risk across the Group, a programme of employee communication continues with all new employees receiving a brochure on joining Volution Group.

The Group's risk management systems are monitored by the Audit Committee, under delegation from the Board. The Audit Committee is responsible for overseeing the effectiveness of the internal control environment of the Group. BDO LLP (BDO) continued to act in the capacity of internal auditor and provide independent assurance that the Group's risk management, governance and internal control processes are operating effectively. BDO continued to act in this capacity throughout the financial year ended 31 July 2019.

Identifying and monitoring material risks

Material risks (including emerging risks) are identified through an analysis of individual processes and procedures (bottom-up approach) and a consideration of the strategy and operating environment of the Group (top-down approach).

The risk evaluation process begins in the operating businesses with a biannual exercise undertaken by management to identify and document the significant strategic, operational, financial and accounting risks facing the businesses. This process ensures risks are identified and monitored and management controls are embedded in the businesses' operations.

The risk assessments from each of the operating businesses are then considered by Group management, which evaluates the principal risks of the Group with reference to the Group's strategy and operating environment for review by the Board.

Our principal risks and uncertainties

The 2016 UK Corporate Governance Code (the 2016 Code) states that the Board is responsible for determining the nature and extent of the principal risks it is willing to take in achieving its strategic objectives and that it should maintain sound risk management and internal control systems. In accordance with provision C.2.1 of the 2016 Code, the Directors confirm that they have carried out a robust assessment of the principal risks facing the Group, including those which would threaten the business model, future performance, solvency or liquidity.

Set out in this section of the Strategic Report are the principal risks and uncertainties which could affect the Group and which have been determined by the Board, based on the robust risk evaluation process described above, to have the potential to have the greatest impact on the Group's future viability. These risks are similar to those reported last year, although with some movement on the direction of the perceived risk. For each risk there is a description of the possible impact of the risk to the Group, should it occur, together with strategic consequences and the mitigation and control processes in place to manage the risk. This list is likely to change over time as different risks take on larger or smaller significance.

UK leaving the European Union

Following the referendum outcome in June 2016 for the UK to leave the EU, the UK Government and European Commission have been negotiating the terms on which the UK would leave the EU and the framework for the future relationship. At the time of writing the continuing uncertainty in the UK parliament makes it difficult to predict an outcome; however, it remains possible that the UK will leave the EU without a deal on the 31 October 2019 or at some later date. In the absence of a ratified agreement, it is unclear what trading relationships the UK will have with the EU and other significant trading partners after the exit date.

Our UK businesses, as well as those based in Continental Europe, are substantially "domestic" suppliers of goods to their own markets with relatively limited cross border sales activity. We have reviewed the tariffs that would apply to any cross border sales of our products between UK and Europe in the event of a no-deal, and at an estimated tariff level of up to 3%, we do not believe the commerciality of these transactions would be materially impacted.

On the supply chain side, our primary non-UK supply comes from China, and so (aside from any heightened foreign exchange rate volatility) is not materially impacted. Border delays are recognised as a potential source of disruption; as such we have increased some inventories of specific faster moving products and will continue to monitor inventory levels and orders with our key suppliers in the run up to 31 October 2019.

We have undertaken an analysis of the risks and operational challenges to our business of a no-deal exit from the European Union and consideration of these risks has been incorporated into the Group's principal risks as appropriate).

With a strong direct presence in the EU, the Board believes that Volution is well placed to respond to changes to future trading arrangements between the EU and the UK. Whilst it is clear that Brexit uncertainty is impacting confidence and activity levels in the UK, our UK based revenues account for less than 50% of the Group's overall revenues. In the longer term, as an international business with good logistics capabilities and an expanding geographic presence, we consider we have greater flexibility to withstand any UK specific challenges.

We recognise that significant uncertainty will remain until any Brexit proposal is fully agreed and understood, and as such our understanding of potential risks and impacts are being regularly reviewed and assessed.

Risk associated with the UK leaving the EU

 
 Potential Risk           Likelihood   Potential   Mitigation 
                                        impact 
 Increases in             Likely       Low         The Group has considered the potential 
  tariffs and                                       cost impact of World Trade Organization 
  duty on goods                                     tariffs coming into force for exports 
  and raw materials                                 from the UK and imports into the UK, and 
  imported into                                     the resultant cost of these potential 
  the UK from                                       tariffs is not expected to be material 
  the EU and                                        to the Group as a whole. We are also confident 
  exported to                                       in our ability to largely pass through 
  the EU                                            any associated cost increases, given our 
                                                    track record of inflation management with 
                                                    our customers, and the heightened attention 
                                                    on continuity of supply during the transition 
                                                    period. 
                         -----------  ----------  -------------------------------------------------- 
 Regulatory               Unlikely     Medium      In the short to medium term we do not 
  risks relating                                    expect UK or EU approvals for our 
  to potential                                      products to change. 
  changes to 
  UK and EU-based 
  law and regulation 
  including product 
  approvals 
                         -----------  ----------  -------------------------------------------------- 
 Exchange rate            Likely       Low         The Group's financial results have already 
  volatility                                        been impacted by the ongoing depreciation 
  and reduction                                     in Sterling. This has led to increased 
  in the value                                      inflation in supplier costs for the Group's 
  of Sterling                                       UK-based businesses and this is being 
  along with                                        managed robustly to maintain gross margins. 
  the associated                                    Group net assets have benefited from translating 
  increase in                                       the results of the Group's overseas businesses 
  the costs of                                      into Sterling. To hedge against transactional 
  goods from                                        foreign exchange risk we maintain a rolling 
  overseas                                          twelve months of cover for around 80% 
                                                    of our expected US Dollar purchases. We 
                                                    will maintain our existing hedging strategy 
                                                    to mitigate any further devaluation in 
                                                    Sterling. Our global trading mix and product 
                                                    sourcing arrangements mean that historically 
                                                    we have had a natural gross margin hedge 
                                                    against a depreciation in Sterling versus 
                                                    the Euro at a Group level. 
                         -----------  ----------  -------------------------------------------------- 
 Queues and               Likely       Medium      Inventory holdings of certain components 
  delays at UK                                      and finished goods have been increased 
  and EU ports                                      above standard levels and located within 
  as a result                                       the EU to mitigate the risk of delays 
  of increased                                      in customs and border clearances. 
  customs checks 
                                                    A prolonged period of disruption at the 
                                                    UK's borders has the potential to impact 
                                                    the supply chain of the Group's UK businesses; 
                                                    however, our businesses maintain a strong 
                                                    depth of inventories and have begun to 
                                                    build inventory levels of their faster 
                                                    moving product lines which would mitigate 
                                                    the impact on their activities from a 
                                                    significant disruption in cross-border 
                                                    trade between the UK and Continental Europe. 
                         -----------  ----------  -------------------------------------------------- 
 Increased uncertainty    Likely       Low         We believe we are already seeing delays 
  leading to                                        and deferment of UK investment programmes 
  a slowdown                                        and construction-related activity and 
  in the UK residential                             spend, particularly in the London commercial 
  and commercial                                    sector. The diversity and flexibility 
  construction                                      within the Group have meant we are able 
  industry                                          to manage this downturn without significant 
                                                    impact on our Group results. Once the 
                                                    uncertainty around the UK leaving the 
                                                    EU has ceased, we expect this market to 
                                                    return to previous levels, with some potential 
                                                    upside as there will be a period of "catch-up". 
                         -----------  ----------  -------------------------------------------------- 
 Labour force             Unlikely     Low         We note the increased pressure on the 
  impacts,                                          availability of lower skilled labour in 
  particularly                                      recent years, and the reduction in migration 
  the mobility                                      from EU countries since the Brexit referendum. 
  of                                                While we anticipate that these trends 
  the workforce                                     will continue, the UK Government has stated 
  and                                               that EU citizens would be allowed to remain 
  availability                                      in the UK until at least the end of 2020 
  of talent                                         even in the absence of a withdrawal agreement. 
                                                    We are not critically reliant on our workforce 
                                                    having to travel extensively between the 
                                                    EU and the UK, or the need to source EU 
                                                    workers on UK contracts - any such requirements 
                                                    that do arise will raise a manageable 
                                                    administrative workload only. 
                         -----------  ----------  -------------------------------------------------- 
 

Principal Risks

 
 Risk             Impact                 Strategic         Likelihood   Potential   Risk Direction    Mitigation 
                                          consequence                    impact 
 Economic         Demand for             Our ability       Possible     High        Increasing        Geographic 
 risk including    our products           to achieve                                                  spread 
 the UK exit       serving the            our ambition                               Trading          from our 
 from the          residential            for continuing                             patterns         international 
 EU.               and commercial         organic growth                             during           acquisition 
                   construction           would be                                   the year         strategy 
 A decline         markets would          adversely                                  have remained    helps to 
 in general        decline. This          affected.                                  stable           mitigate 
 economic          would result                                                      including        the impact of 
 activity          in a reduction                                                    any which        local 
 and/or a          in revenue                                                        may be           fluctuations 
 specific          and profitability.                                                attributed       in economic 
 decline                                                                             to the           activity. 
 in activity                                                                         decision         New product 
 in the                                                                              to leave         development, 
 construction                                                                        the EU.          the breadth 
 industry,                                                                           Whilst           of our product 
 including,                                                                          we do            portfolio and 
 but not                                                                             not currently    the strength 
 exclusively,                                                                        foresee          and 
 an economic                                                                         a decline        specialisation 
 decline                                                                             in economic      of our sales 
 caused by                                                                           activity         forces should 
 the UK leaving                                                                      from the         allow us to 
 the EU.                                                                             UK leaving       outperform 
                                                                                     the EU,          against 
                                                                                     the increased    a general 
                                                                                     uncertainty      decline. 
                                                                                     and lack         We have a strong 
                                                                                     of clarity       presence in 
                                                                                     of what          the RMI market, 
                                                                                     the economic     which is more 
                                                                                     landscape        resilient to 
                                                                                     will look        the effects 
                                                                                     like leads       of general 
                                                                                     us to            economic 
                                                                                     believe          decline 
                                                                                     the level        affecting 
                                                                                     of risk          the construction 
                                                                                     has increased    industry. This 
                                                                                     during           remains true 
                                                                                     the year.        even under 
                                                                                                      current 
                                                                                                      circumstances. 
                                                                                                      Our business 
                                                                                                      is not capital 
                                                                                                      intensive and 
                                                                                                      our operational 
                                                                                                      flexibility 
                                                                                                      allows us to 
                                                                                                      react quickly 
                                                                                                      to the impact 
                                                                                                      of a decline 
                                                                                                      in volume. 
                 ---------------------  ----------------  -----------  ----------  ----------------  ----------------- 
 Acquisitions.    Revenue and            Our strategic     Possible     Medium      Stable.           The ventilation 
                   profitability         ambition                                                     industry in 
 We may fail       would not             to grow by                                 We continue       Europe remains 
 to identify       grow in line          acquisition                                to implement      fragmented with 
 suitable          with management's     may be                                     our strategy,     many 
 acquisition       ambitions             compromised.                               completing        opportunities 
 targets           and investor                                                     one acquisition   to court 
 at an             expectations.                                                    during            acquisition 
 acceptable        Failure to                                                       the year.         targets. 
 price or          properly integrate                                                                 Senior 
 we may fail       a business                                                                         management 
 to complete       may distract                                                                       has a clear 
 or properly       senior management                                                                  understanding 
 integrate         from other                                                                         of potential 
 the               priorities                                                                         targets in the 
 acquisition.      and adversely                                                                      industry and 
                   affect revenue                                                                     a track record 
                   and profitability.                                                                 of twelve 
                   Financial                                                                          acquisitions 
                   performance                                                                        since IPO in 
                   could be impacted                                                                  June 2014. 
                   by failure                                                                         Management is 
                   to integrate                                                                       experienced 
                   acquisitions                                                                       in integrating 
                   and to secure                                                                      new businesses 
                   possible synergies.                                                                into the Group. 
                                                                                                      Our policy of 
                                                                                                      rigorous due 
                                                                                                      diligence prior 
                                                                                                      to acquisition 
                                                                                                      and a structured 
                                                                                                      integration 
                                                                                                      process 
                                                                                                      post-acquisition 
                                                                                                      has been 
                                                                                                      maintained. 
                 ---------------------  ----------------  -----------  ----------  ----------------  ----------------- 
 Foreign          The commerciality      Our ambition      Likely       Medium      Increasing.       Significant 
 exchange         of transactions        to grow                                                      transactional 
 risk.            denominated            internationally                             Our policy       risks are hedged 
                  in currencies          through                                     on foreign       by using forward 
 The exchange     other than             acquisition                                 currency         currency 
 rates between    the functional         exposes us                                  risk has         contracts 
 currencies       currency of            to increasing                               remained         to fix exchange 
 that we          our businesses         levels of                                   unchanged.       rates for the 
 use may          and/or the             translational                               We do,           ensuing 
 move             perceived              foreign                                     however,         financial 
 adversely.       performance            exchange                                    believe          year. 
                  of foreign             risk.                                       that the         Revaluation 
                  subsidiaries                                                       increased        of foreign 
                  in our                                                             economic         currency 
                  Sterling-denominated                                               uncertainty      denominated 
                  consolidated                                                       in the           assets and 
                  financial                                                          context          liabilities 
                  statements                                                         of Brexit        is partially 
                  may be adversely                                                   and US-China     hedged by 
                  affected by                                                        trade            corresponding 
                  changes in                                                         tensions         foreign currency 
                  exchange rates.                                                    makes            bank debt. 
                                                                                     it likely 
                                                                                     that in 
                                                                                     the near 
                                                                                     term exchange 
                                                                                     rates 
                                                                                     may see 
                                                                                     heightened 
                                                                                     levels 
                                                                                     of volatility. 
                 ---------------------  ----------------  -----------  ----------  ----------------  ----------------- 
 IT Systems       Failure of             We could          Possible     Medium      Increasing.       Disaster 
 including        our IT and             temporarily                                                  recovery 
 cyber breach.    communication          lose sales                                 We believe        and data backup 
                  systems could          and market                                 there             processes are 
 We may be        affect any             share and                                  is an             in place, 
 adversely        or all of              could                                      increasing        operated 
 affected         our business           potentially                                risk as           diligently and 
 by a breakdown   processes              damage our                                 the frequency     tested 
 in our IT        and have significant   reputation                                 and               regularly. 
 systems          impact on              for customer                               sophistication    A significant 
 or a failure     our ability            service.                                   of cyberattacks   Enterprise 
 to properly      to trade,                                                         on businesses     Resource 
 implement        collect cash                                                      generally.        Planning system 
 any new          and make payments.                                                                  has been 
 systems.                                                                                             implemented 
                                                                                                      for several 
                                                                                                      key sites. A 
                                                                                                      disaster 
                                                                                                      failover 
                                                                                                      site has been 
                                                                                                      implemented. 
                                                                                                      We have a 
                                                                                                      three-layered 
                                                                                                      system of 
                                                                                                      network 
                                                                                                      security 
                                                                                                      protection 
                                                                                                      against 
                                                                                                      cyberattack 
                                                                                                      or breaches 
                                                                                                      of security. 
                                                                                                      This 
                                                                                                      infrastructure 
                                                                                                      is maintained 
                                                                                                      to withstand 
                                                                                                      increasingly 
                                                                                                      sophisticated 
                                                                                                      worldwide cyber 
                                                                                                      threats. We 
                                                                                                      also undertake 
                                                                                                      regular cyber 
                                                                                                      security testing 
                                                                                                      and training 
                                                                                                      of our 
                                                                                                      employees. 
                 ---------------------  ----------------  -----------  ----------  ----------------  ----------------- 
 Customers.       Any deterioration      Our organic       Possible     Medium      Stable.           We have strong 
                   in our relationship   growth                                                       brands, 
 A significant     with a significant    ambitions                                   Our underlying   recognised 
 amount of         customer could        and Operational                             risk of          and valued by 
 our revenue       have an adverse       Excellence                                  losing           our end users, 
 is derived        significant           would be                                    the revenue      and this gives 
 from a small      effect on             adversely                                   of any           us continued 
 number of         our revenue           affected.                                   one customer     traction through 
 customers         from that                                                         continues        our distribution 
 and from          customer.                                                         unchanged;       channels and 
 our                                                                                 however,         with consultants 
 relationships                                                                       our recent       and specifiers. 
 with heating                                                                        acquisitions     We have a very 
 and                                                                                 have further     wide range of 
 ventilation                                                                         served           ventilation 
 consultants.                                                                        to diversify     and ancillary 
 We may fail                                                                         our customer     products that 
 to maintain                                                                         base.            enhance our 
 these                                                                                                brand 
 relationships.                                                                                       proposition 
                                                                                                      and make us 
                                                                                                      a convenient 
                                                                                                      "one-stop-shop" 
                                                                                                      supplier. 
                                                                                                      We continue 
                                                                                                      to develop new 
                                                                                                      and existing 
                                                                                                      products to 
                                                                                                      support our 
                                                                                                      product 
                                                                                                      portfolio 
                                                                                                      and brand 
                                                                                                      reputation. 
                                                                                                      We focus on 
                                                                                                      providing 
                                                                                                      excellent 
                                                                                                      customer 
                                                                                                      service. 
                 ---------------------  ----------------  -----------  ----------  ----------------  ----------------- 
 Legal and        The shift              Our organic       Possible     Medium      Increasing.       We participate 
 Regulatory       towards higher         growth                                                       in trade bodies 
 environment.     value-added            ambitions                                  There             that help to 
                  and more               may be                                     has been          influence the 
 Laws or          energy-efficient       adversely                                  no significant    regulatory 
 regulation       products may           affected.                                  new legislation   environment 
 relating         not develop            We may need                                or regulation,    in which we 
 to the carbon    as anticipated         to review                                  or changes        operate and 
 efficiency       resulting              our acquisition                            to current        as a consequence 
 of buildings,    in lower sales         criteria                                   legislation       we are also 
 the efficiency   and profit             to reflect                                 or regulation,    well placed 
 of electrical    growth.                the dynamics                               which             to understand 
 products,        If our products        of a new                                   has had           future trends 
 competition      are not compliant      regulatory                                 a material        in our industry. 
 or compliance    and we fail            environment.                               impact            We are active 
 may change.      to develop             We may have                                on the            in new product 
                  new products           to redirect                                business.         development 
                  in a timely            our new product                            The UK            and have the 
                  manner we              development                                Data Protection   resource to 
                  may lose revenue       activity.                                  Act which         react to and 
                  and market                                                        became            anticipate 
                  share to our                                                      law in            necessary 
                  competitors.                                                      May 2018          changes in the 
                  Failure to                                                        has added         specification 
                  manage certain                                                    some risk         of our products. 
                  compliance                                                        as fines          We employ 
                  risks adequately                                                  for breach        internal 
                  could lead                                                        are potentially   specialist 
                  to death or                                                       high.             expertise, 
                  serious injury                                                    Enforcement       supported where 
                  of an employee                                                    action            needed by 
                  or third party,                                                   by the            suitably 
                  and/or penalties                                                  Information       qualified and 
                  for non-compliance                                                Commissioner's    experienced 
                  in health                                                         Office            external 
                  and safety,                                                       has been          providers. 
                  anti-bribery,                                                     taking            Local 
                  data protection                                                   place             operational 
                  or competition                                                    amongst           compliance 
                  law.                                                              companies         audits 
                                                                                    in the            are undertaken. 
                                                                                    UK. As            We have training 
                                                                                    a result,         and awareness 
                                                                                    although          programmes in 
                                                                                    Volution          place such as 
                                                                                    does not          health and 
                                                                                    process           safety, 
                                                                                    much personal     anti-bribery 
                                                                                    data,             and data 
                                                                                    the risk          protection. 
                                                                                    has increased.    We have a 
                                                                                                      whistleblowing 
                                                                                                      hotline managed 
                                                                                                      by an 
                                                                                                      independent 
                                                                                                      third party 
                                                                                                      providing 
                                                                                                      employees 
                                                                                                      with a process 
                                                                                                      to raise 
                                                                                                      non-compliance 
                                                                                                      issues. 
                 ---------------------  ----------------  -----------  ----------  ----------------  ----------------- 
 Supply chain     Sales and              Organic growth    Possible     Medium      Increasing.       We establish 
 and raw           profitability         may be reduced.                                              long-term 
 materials.        may be reduced        Our product                                Our pattern       relationships 
                   during the            development                                of purchasing     with key 
 Raw materials     period of             efforts may                                and               suppliers 
 or components     constraint.           be redirected                              relationships     to promote 
 may become        Prices for            to find                                    with our          continuity 
 difficult         input materials       alternative                                long-term         of supply and 
 to source         may increase          materials                                  supplier          where possible 
 because           and our costs         and components.                            base remains      we have 
 of material       may increase.         Operational                                unchanged.        alternative 
 scarcity                                Excellence                                 Our policy        sources 
 or disruption                           may be                                     of ensuring       identified. 
 of supply,                              adversely                                  a resilient       We will continue 
 including                               affected.                                  supply            to monitor stock 
 as a                                                                               base remains      levels and order 
 consequence                                                                        a priority.       patterns in 
 of the UK                                                                          We recognise      the run up to 
 leaving                                                                            that the          the UK leaving 
 the EU.                                                                            risk of           the EU and where 
                                                                                    queues            deemed necessary 
                                                                                    and delays        will adjust 
                                                                                    at ports          inventory levels 
                                                                                    would             to help mitigate 
                                                                                    be increased      any disruptions 
                                                                                    in the            in supply. 
                                                                                    near term 
                                                                                    in the 
                                                                                    event 
                                                                                    of the 
                                                                                    UK leaving 
                                                                                    the EU 
                                                                                    without 
                                                                                    a deal. 
                 ---------------------  ----------------  -----------  ----------  ----------------  ----------------- 
 Innovation.      Scarce development     Our organic       Possible     Low         Stable.           Our product 
                  resource may           growth                                                       innovation is 
 We may fail      be misdirected         ambitions                                   We continue      driven by a 
 to innovate      and costs              depend in                                   to demonstrate   deep 
 commercially     incurred               part upon                                   innovation       understanding 
 or technically   unnecessarily.         our ability                                 with new         of the 
 viable           Failure to             to innovate                                 product          ventilation 
 products         innovate may           new and                                     launches.        market and its 
 to maintain      result in              improved                                                     economic and 
 and develop      an ageing              products                                                     regulatory 
 our product      product portfolio      to meet and                                                  drivers. 
 leadership       which falls            create market                                                The Group starts 
 position.        behind that            needs. In                                                    with a clear 
                  of our competition.    the medium                                                   marketing brief 
                                         term, failure                                                before embarking 
                                         to innovate                                                  on product 
                                         may result                                                   development. 
                                         in a decline 
                                         in sales 
                                         and 
                                         profitability. 
                                         Operational 
                                         Excellence 
                                         may be 
                                         adversely 
                                         affected. 
                 ---------------------  ----------------  -----------  ----------  ----------------  ----------------- 
 People.          Skilled and            Our               Possible     Low         Stable.           Regular employee 
                   experienced           competitiveness                                              appraisals allow 
 Our continuing    employees             and growth                                  There            two-way feedback 
 success           may decide            potential,                                  have been        on performance 
 depends           to leave the          both organic                                no significant   and ambition. 
 on retaining      Group, potentially    and inorganic,                              changes          A Management 
 key personnel     moving to             could be                                    to the           Development 
 and attracting    a competitor.         adversely                                   supply           Programme was 
 skilled           Any aspect            affected.                                   and retention    initiated in 
 individuals.      of the business       Operational                                 of quality       2013 (with the 
                   could be impacted     Excellence                                  employees        latest concluded 
                   with resultant        may be                                      across           in November 
                   reduction             adversely                                   the wider        2018) to provide 
                   in prospects,         affected.                                   workforce.       key employees 
                   sales and                                                         However,         with the skills 
                   profitability.                                                    some members     needed to grow 
                                                                                     of the           within the 
                                                                                     UK Ventilation   business 
                                                                                     business         and to enhance 
                                                                                     Senior           their 
                                                                                     Management       contribution 
                                                                                     Team left        to the business. 
                                                                                     the business 
                                                                                     during 
                                                                                     the year 
                                                                                     and a 
                                                                                     search 
                                                                                     process 
                                                                                     is currently 
                                                                                     progressing. 
                 ---------------------  ----------------  -----------  ----------  ----------------  ----------------- 
 

Appendix C: Related Party Transactions

The following description of related party transactions involving the Company and its subsidiaries during the financial year ended 31 July 2019 is extracted from page 145 of the Annual Report and Accounts 2019 and is repeated in this announcement solely for the purpose of complying with DTR 6.3.5:

Transactions between Volution Group plc and its subsidiaries, and transactions between subsidiaries, are eliminated on consolidation and are not disclosed in this note. A breakdown of transactions between the Group and its related parties is disclosed below.

No related party loan note balances exist at 31 July 2019 or 31 July 2018.

There were no material transactions or balances between the Company and its key management personnel or members of their close family. At the end of the period, key management personnel did not owe the Company any amounts.

The Companies Act 2006 and the Directors' Remuneration Report Regulations 2013 require certain disclosures of Directors' remuneration. The details of the Directors' total remuneration are provided in the Directors' Remuneration Report (see pages 72 to 90).

Compensation of key management personnel

Key management personnel is defined as the CEO, the CFO and the ten (2018: ten) individuals who report directly to the CEO.

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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