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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 | |
---|---|---|---|---|---|---|---|---|---|---|
-3.00 | -0.60% | 500.00 | 500.00 | 502.00 | 503.00 | 498.50 | 501.00 | 41,251 | 09:20:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Equip Rental & Leasing, Nec | 328.01M | 37.37M | 0.1889 | 26.47 | 994.9M |
TIDMFAN
RNS Number : 7016W
Volution Group plc
11 November 2014
11 November 2014
Volution Group plc
Annual Report and Accounts 2014 and Notice of Annual General Meeting
Volution Group plc ("Volution" or the "Company", LSE: FAN), a leading supplier of ventilation products to the residential construction market, announces that following the release by Volution on 23 October 2014 of the Company's Preliminary Results Announcement for the year ended 31 July 2014, it has today posted and made available to shareholders on its website (http://www.volutiongroupplc.com/) the documents listed below:
-- Annual Report and Accounts 2014 -- Notice of Annual General Meeting 2014 -- Form of Proxy for the Annual General Meeting 2014
Copies of these documents are also being submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.hemscott.com/nsm.do
The Company's first Annual General Meeting will be held at 11.00am on 17 December 2014 at The Lincoln Centre, 18 Lincoln's Inn Fields, London WC2A 3ED.
A condensed set of financial statements and information on important events that have occurred during the year ended 31 July 2014 and their impact on the financial statements, were included in the Company's Preliminary Results Announcement made on 23 October 2014, 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 2014), constitute the material required by Disclosure & Transparency Rule 6.3.5(2)(b) 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 2014.
- ends -
Enquiries:
Volution Group plc
Michael Anscombe, Company Secretary +44 (0) 1293 441662
Notes to Editors:
Volution Group plc (LSE: FAN) is a leading supplier of ventilation products to the residential construction market in the UK, Sweden and Germany.
The Group sold approximately 20 million ventilation products and accessories in the financial year ended 31 July 2014. It consists of five key brands, focused primarily on the UK, Swedish and German ventilation markets - Vent-Axia, Manrose, Fresh, PAX and inVENTer - and operates through two divisions: the Ventilation Group, which principally supplies ventilation products for residential construction applications in the UK, Sweden and Germany and ventilation products for commercial construction applications in the UK; and Torin-Sifan, which 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: http://www.volutiongroupplc.com/
Appendices
Appendix A: Directors' Responsibility Statement
The following Directors' Responsibility Statement is extracted from page 66 of the Annual Report and Accounts 2014 and is repeated in this announcement solely for the purpose of complying with DTR 6.3.5 (2) (b). The statement relates to the full Annual Report and Accounts 2014 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 IFRSs as adopted by the EU and applicable law and have elected to prepare the parent company financial statements in accordance with IFRSs 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 IFRSs 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 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
23 October 2014
Ian Dew
Chief Financial Officer
23 October 2014
Appendix B: Principal Risks and Uncertainties
The following is extracted from pages 24 to 27 of the Annual Report and Accounts 2014 and is repeated in this announcement solely for the purpose of complying with DTR 6.3.5 (2) (b). The information relates to the full Annual Report and Accounts 2014 and not the extracted information contained in this announcement:
The Group believes that the table below outlines the principal risks and uncertainties that our business faces. Occurrence of any of these risks may significantly impact the business or impair the achievement of our strategic goals.
Risk Impact Strategic consequence Mitigation ----------------------- --------------------------- -------------------------- ---------------------------- Economic risk A decline in Demand for our Our ability to Geographic spread general economic products serving achieve our ambition from our international activity and/or the residential for continuing acquisition strategy a specific decline and commercial organic growth helps to mitigate in activity in RMI and new build would be adversely the impact of the construction markets would affected. local fluctuations industry. decline. This in economic activity. would result New product development, in a reduction the breadth of in revenue and our product portfolio profitability. and the strength and specialisation of our sales forces should allow us to outperform the market against a general decline. We are heavily exposed to the RMI market which is more resilient to the effects of general economic decline. Our business is not capital intensive and our operational flexibility allows us to react quickly to the impact of a decline in volume. ----------------------- --------------------------- -------------------------- ---------------------------- Foreign exchange risk The exchange The commerciality Our ambition Significant transactional rates between of transactions to grow internationally risks are hedged currencies that denominated in through acquisition by using forward we use may move currencies other exposes us to currency contracts adversely. than the functional increasing levels to fix exchange currency of our of translational rates for the businesses and/or foreign exchange ensuing financial the perceived risk. year. performance of Revaluation of foreign subsidiaries foreign currency in our Sterling denominated assets denominated Group and liabilities accounts may are partially be adversely hedged by corresponding affected by changes foreign currency in exchange rates. bank debt. ----------------------- --------------------------- -------------------------- ---------------------------- Acquisitions We may fail to Revenue and profitability Our strategic The ventilation identify suitable would not grow ambition to grow industry in Europe acquisition targets in line with by acquisition is fragmented at an acceptable management's may be compromised. with many opportunities price or we may ambitions and to court acquisition fail to consummate investor expectations. targets. or properly integrate Failure to properly Senior management the acquisition. integrate a business has a clear understanding may distract of potential targets senior management in the industry from other priorities and a track record and adversely of three acquisitions affect revenue over the past and profitability. two years. Financial performance Management is could be impacted experienced in by failure to integrating new integrate acquisitions. businesses into the Group. ----------------------- --------------------------- -------------------------- ---------------------------- Innovation We may fail to Scarce development Our organic growth Our product innovation innovate commercially resource may ambitions depend is driven by a or technically be misdirected in part upon deep understanding viable products and costs incurred our ability to of the ventilation to maintain and unnecessarily. innovate new market and its develop our product Failure to innovate and improved economic and regulatory leadership position. may result in products to meet drivers. The Group an ageing product and create market starts with a portfolio which needs. In the clear marketing falls behind medium term, brief before embarking that of our competition. failure to innovate on product development. may result in a decline in sales and profitability. ----------------------- --------------------------- -------------------------- ---------------------------- Supplies Raw materials Sales and profitability Organic growth We establish long-term or components may be reduced may be reduced. relationships may become difficult during the period Our product development with key suppliers to source because of constraint. efforts may be to promote continuity of material scarcity Prices for the redirected to of supply and or disruption input material find alternative where possible of supply. may increase materials and we have alternative and our costs components. sources identified. may increase. ----------------------- --------------------------- -------------------------- ---------------------------- People Our continuing Skilled and experienced Our competitiveness Regular employee success depends employees may and growth potential, appraisals allow on retaining decide to leave both organic two-way feedback key personnel the Group, potentially and inorganic, on performance and attracting moving to a competitor. could be adversely and ambition. skilled individuals. Any aspect of effected. A senior management the business development programme could be impacted was initiated with resultant in 2013 to provide reduction in key employees prospects, sales with the skills and profitability. needed to grow within the business and to enhance their contribution to the business. The Group aims to reward and incentivise employees competitively. ----------------------- --------------------------- -------------------------- ---------------------------- IT systems We may be adversely Failure of our We could temporarily Disaster recovery affected by a IT and communication lose sales and and data backup breakdown in systems could market share processes are our IT systems affect any or and could potentially in place, operated or a failure all of our business damage our reputation diligently and to properly implement processes and for customer tested regularly. any new systems. have significant service. A significant impact on our Enterprise Resource ability to trade, Planning system collect cash upgrade is underway and make payments. managed by a dedicated team of experienced senior employees from the business. A disaster failover site is being implemented to cover this upgrade. ----------------------- --------------------------- -------------------------- ---------------------------- Customers A significant Any deterioration Our organic growth We have strong amount of our in our relationship ambitions would brands, recognised revenue is derived with a significant be adversely and valued by from a small customer could affected. our end users number of customers have an adverse and this gives and from our significant effect us continued traction relationships on our revenue through our distribution with heating to that customer. channels and with and ventilation consultants and consultants. specifiers. We have a very wide range of ventilation and ancillary products that enhance our brand 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 provide an excellent level of customer service. ----------------------- --------------------------- -------------------------- ---------------------------- Legal and regulatory environment Changes in laws The shift towards Our organic growth We participate or regulation higher value-added ambitions may in trade bodies relating to the and more energy-efficient be adversely that help to influence carbon efficiency products may affected. the regulatory of buildings not develop as We may need to environment in or the efficiency anticipated resulting review our acquisition which we operate of electrical in lower sales criteria to and as a consequence products may and profit growth. reflect the dynamics we are also well change. If our products of a new regulatory placed to understand are not compliant environment. future trends and we fail to We may have to in our industry. develop new products redirect our We are active in a timely manner new product development in new product we may lose revenue activity. development and and market share have the resource to our competitors. to react to and anticipate necessary changes in the specification of our products. ----------------------- --------------------------- -------------------------- ----------------------------
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 2014 is extracted from pages 109 to 110 of the Annual Report and Accounts 2014 and is repeated in this announcement solely for the purpose of complying with DTR 6.3.5 (2)(b):
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 are disclosed below.
No related party loan note balances exist at 31 July 2014. In December 2013, the Group repaid GBP40,006,000 of the loan notes back to the principal shareholders GBP34,628,000 and interest of GBP5,378,000. Immediately prior to admission to the London Stock Exchange in June 2014 the remaining loan notes issued by Windmill Midco were novated to Windmill Topco and then subsequently converted into shares in Windmill Topco. The deposits held by Windmill Holdings BV and Windmill Holdings Cooperatief UA were repaid in July 2014.
Amounts owed by Amounts At 31 July 2013 related owed to Loan Deposit Interest parties related parties Related parties GBP000 GBP000 GBP000 GBP000 GBP000 ------------------------------ ------- ------- -------- -------- ---------------- Windmill Holdings BV 103,354 - 12,673 - 116,027 Adrian Barden 73 - 10 - 83 Marcel Klepfisch 49 - 6 - 55 Chris Lebeer 492 - 60 - 552 Ronnie George 295 - 36 - 331 Windmill Holdings BV - 10 - 10 - Windmill Holdings Cooperatief U A - 10 - 10 - ------------------------------ ------- ------- -------- -------- ---------------- Total 104,263 20 12,785 20 117,048 ------------------------------ ------- ------- -------- -------- ----------------
The amounts disclosed above represent the historic carrying value of loan amounts owed to related parties. The terms and conditions of the loans notes are disclosed in note 26. The deposits are held by Windmill Holdings BV and Windmill Holdings Cooperatief UA and do not carry any repayment terms.
Amounts owed by Amounts At 1 August 2012 related owed to Loan Deposit Interest parties related parties Related parties GBP000 GBP000 GBP000 GBP000 GBP000 ------------------------------ ------- ------- -------- -------- ---------------- Windmill Holdings BV 103,846 - 4,074 - 107,920 Windmill Holdings BV - 10 - 10 - Windmill Holdings Cooperatief U A - 10 - 10 - Adrian Barden 73 - 4 - 77 Marcel Klepfisch 49 - 2 - 51 Ronnie George 295 - 11 - 306 ------------------------------ ------- ------- -------- -------- ---------------- Total 104,263 20 4,091 20 108,354 ------------------------------ ------- ------- -------- -------- ----------------
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.
Other disclosures on Directors' remuneration required by the Companies Act 2006 and those specified for the audit by the Directors' Remuneration Report Regulation 2013 are included in the Directors' Remuneration Report.
Other transactions with related parties include the following:
-- the Group incurred costs of GBP168,000 (2013: GBP114,000) from Windmill Holdings BV (the direct controlling party) and Windmill Cooperatief U A (an intermediate parent undertaking) for management services; and -- the Group incurred costs of GBP246,000 from 1 August 2013 to 22 June 2014 (2013: GBP294,000) from Marcel Klepfisch, Adrian Barden and Chris Lebeer for their services as Non-Executive Directors. Following the re-organisation and the listing on the London Stock Exchange, the Group Board of Directors changed and the Group incurred a further cost from 23 June 2014 to 31 July 2014 of GBP36,000 from Peter Hill, Tony Reading, Paul Hollingworth and Adrian Barden for their services as Non-Executive Directors.
Non-Executive Director Paul Hollingworth is also a non-executive director of Electrocomponents plc. During the year, the Group sold goods to Electrocomponents plc amounting to GBP194,000 (2013: GBP170,000). At the year end, amounts owing by Electrocomponents plc were GBP35,000 (2013: GBP2,000). During the year the Group purchased goods from Electrocomponents plc amounting to GBP99,000 (2013: GBP87,000). At the year end, amounts owed to Electrocomponents plc were GBP13,000 (2013: GBP12,000).
Compensation of key management personnel
2014 2013 GBP000 GBP000 ----------------------------- ------- ------- Short-term employee benefits 2,697 709 Termination benefits 203 - ----------------------------- ------- ------- 2,900 709 ----------------------------- ------- -------
Key management personnel is defined as the CEO, CFO and the individuals that report directly to the CEO
This information is provided by RNS
The company news service from the London Stock Exchange
END
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