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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 |
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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