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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 | |
---|---|---|---|---|---|---|---|---|---|---|
3.50 | 0.70% | 503.00 | 505.00 | 506.00 | 507.00 | 494.00 | 494.00 | 217,559 | 16:35:04 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Equip Rental & Leasing, Nec | 328.01M | 37.37M | 0.1889 | 26.73 | 987.98M |
TIDMFAN
RNS Number : 8607N
Volution Group plc
31 October 2016
Monday 31 October 2016
Volution Group plc
Annual Report and Accounts 2016 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 11 October 2016 of the Company's Preliminary Results Announcement for the year ended 31 July 2016, it has today posted and made available to shareholders on its website, http://www.volutiongroupplc.com/ the documents listed below:
-- Annual Report and Accounts 2016 -- Notice of Annual General Meeting 2016 -- Form of Proxy for the Annual General Meeting 2016
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 Annual General Meeting will be held at 12.00 noon on Friday 9 December 2016 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 2016 and their impact on the financial statements, were included in the Company's Preliminary Results Announcement made on 11 October 2016, 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 2016), 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 2016.
- 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 and northern Europe.
The Group sold approximately 22 million ventilation products and accessories in the twelve months ended 31 July 2016. The Volution Group operates through two divisions: the Ventilation Group and the OEM (Torin-Sifan) division. The Ventilation Group consists of 11 key brands - Vent-Axia, Manrose, Diffusion, National Ventilation, Airtech, Fresh, PAX, Welair, inVENTer, Brüggemann and Ventilair, focused primarily on the UK, Nordic and central European 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: http://www.volutiongroupplc.com/
Appendices
Appendix A: Directors' Responsibility Statement
The following Directors' Responsibility Statement is extracted from page 80 of the Annual Report and Accounts 2016 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 2016 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
11 October 2016
Ian Dew
Chief Financial Officer
11 October 2016
Appendix B: Principal Risks and Uncertainties
The following is extracted from pages 30 to 35 of the Annual Report and Accounts 2016 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 2016 and not the extracted information contained in this announcement:
The Board is committed to protecting and enhancing the Group's reputation and assets, while safeguarding the interests of shareholders. 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 comparable companies in terms of scale and operations.
The risks and uncertainties facing the Group have also been considered in the context of the result of the UK referendum on EU membership. Whilst it is too early to judge the impact of the result on the UK economy we consider that the principal risks affecting the Group are unchanged. The Board will, however, continue to closely monitor market conditions and will react accordingly.
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. This framework of risk management has been enhanced this year and additional processes have been developed which will assist the Board to monitor and assess the principal risks throughout the year.
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.
During the financial year ended 31 July 2015, the Board appointed BDO LLP 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 2016.
Identifying and monitoring material risks
Material risks are identified through a detailed 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 UK Corporate Governance Code 2014 (the 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 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 relative ranking of these risks. 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.
Risk Impact Strategic Likelihood Potential Change Mitigation consequence impact ------------------- ------------------- ------------------- ----------- ---------- --------- ------------------- Economic Demand for Our ability Possible High Stable Geographic risk. our products to achieve spread from serving our ambition our international A decline the residential for continuing acquisition in general and commercial organic strategy helps economic RMI and growth to mitigate activity new-build would the impact and/or markets be adversely of local a specific would decline. affected. fluctuations decline This would in economic in activity result in activity. in the a reduction construction in revenue New product industry, and profitability. development, including, the breadth but not of our product exclusively, portfolio an economic and the strength decline and specialisation caused of our sales by the forces should result allow us to of the outperform UK referendum against a on general decline. EU membership. 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. ------------------- ------------------- ------------------- ----------- ---------- --------- ------------------- Acquisitions. Revenue Our strategic Possible Medium Stable The ventilation and profitability ambition industry in We may would not to grow Europe is fail to grow in by acquisition fragmented identify line with may be with many suitable management's compromised. opportunities acquisition ambitions to court targets and investor acquisition at an expectations. targets. acceptable price Failure Senior management or we to properly has a clear may fail integrate understanding to consummate a business of potential or properly may distract targets in integrate senior management the industry the acquisition. from other and a track priorities record of and adversely eight acquisitions affect revenue over the past and profitability. four years. Financial Management performance is experienced could be in integrating impacted new businesses by failure into the Group. to integrate acquisitions and therefore not secure possible synergies. ------------------- ------------------- ------------------- ----------- ---------- --------- -------------------
Innovation. Scarce development Our organic Possible Low Stable Our product resource growth innovation We may may be misdirected ambitions is driven fail to and costs depend by a deep innovate incurred in part understanding commercially unnecessarily. upon our of the ventilation or technically ability market and viable Failure to innovate its economic products to innovate new and and regulatory to maintain may result improved drivers. The and develop in an ageing products Group starts our product product to meet with a clear leadership portfolio and create marketing position. which falls market brief before behind that needs. embarking of our In the on product competition. medium development. term, failure to innovate may result in a decline in sales and profitability. ------------------- ------------------- ------------------- ----------- ---------- --------- ------------------- Foreign The commerciality Our ambition Likely Low Stable Significant exchange of transactions to grow transactional risk. denominated internationally risks are in currencies through hedged by The exchange other than acquisition using forward rates the functional exposes currency contracts between currency us to to fix exchange currencies of our businesses increasing rates for that we and/or the levels the ensuing use may perceived of translational financial move adversely. performance foreign year. of foreign exchange Revaluation subsidiaries risk. of foreign in our Sterling currency denominated denominated consolidated assets and financial liabilities statements, is partially may be adversely hedged by affected corresponding by changes foreign currency in exchange bank debt. rates. ------------------- ------------------- ------------------- ----------- ---------- --------- ------------------- Supply Sales and Organic Unlikely Medium Reducing We establish chain profitability growth long term and raw may be reduced may be relationships materials. during the reduced. with key suppliers period of to promote Raw materials constraint. Our product continuity or components development of supply may become Prices for efforts and where difficult the input may be possible we to source material redirected have alternative because may increase to find sources of material and our alternative identified. scarcity costs may materials or disruption increase. and components. of supply. ------------------- ------------------- ------------------- ----------- ---------- --------- ------------------- IT Systems. Failure We could Possible Medium Stable Disaster recovery of our IT temporarily and data backup We may and communication lose sales processes be adversely systems and market are in place, affected could affect share operated by a breakdown any or all and could diligently in our of our business potentially and tested IT systems processes damage regularly. or a failure and have our reputation to properly significant for customer A significant implement impact on service. Enterprise any new our ability Resource Planning systems. to trade, system upgrade collect is underway cash and managed by make payments. a team of experienced senior employees from the business. A disaster failover site has being implemented to cover this upgrade. We undertake cyber security testing. ------------------- ------------------- ------------------- ----------- ---------- --------- ------------------- Customers. Any deterioration Our organic Unlikely Medium Reducing We have strong in our growth brands, recognised
A significant relationship ambitions and valued amount with a significant would by our end of our customer be adversely users and revenue could have affected. this gives is derived an adverse us continued from a significant traction through small effect on our distribution number our revenue channels and of customers to that with consultants and from customer. and specifiers. our relationships with heating We have a and ventilation very wide consultants. range of We may ventilation fail to and ancillary maintain products that these enhance our relationships. 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 The shift Our organic Possible Low Stable We participate and Regulatory towards growth in trade bodies environment. higher value ambitions that help added and may be to influence Changes more energy adversely the regulatory in laws efficient affected. environment or regulation products in which we relating may not We may operate and to the develop need to as a consequence carbon as anticipated review we are also efficiency resulting our acquisition well placed of buildings in lower criteria to understand or the sales and to reflect future trends efficiency profit growth. the dynamics in our industry. of electrical of a new products If our products regulatory We are active may change. are not environment. in new product compliant development and we fail We may and have the to develop have to resource to new products redirect react to and in a timely our new anticipate manner we product necessary may lose development changes in revenue activity. the specification and market of our products. share to our competitors. ------------------- ------------------- ------------------- ----------- ---------- --------- ------------------- People. Skilled Our Possible Low Stable Regular employee and experienced competitiveness appraisals Our continuing employees and growth allow two success may decide potential, way feedback depends to leave both organic on performance on retaining the Group, and inorganic, and ambition. key personnel potentially could and attracting moving to be adversely A Management skilled a competitor. affected. Development individuals. Any aspect Programme of the business was initiated could be in 2013 (with impacted the latest with resultant launched in reduction 2016) to provide in prospects, key employees sales and with the skills profitability. needed to grow within the business and to enhance their contribution to the business. The Group aims to reward and incentivise employees
competitively. ------------------- ------------------- ------------------- ----------- ---------- --------- -------------------
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 2016 is extracted from page 128 of the Annual Report and Accounts 2016 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 is disclosed below.
No related party loan note balances exist at 31 July 2016 or 31 July 2015.
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 Regulations 2013 are included in the Directors' Remuneration Report.
Other transactions with related parties include the following:
-- The Group incurred costs of GBP295,000 (2015: GBP295,000) 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 GBP223,000 (2015: GBP253,000). At the year end, amounts owing by Electrocomponents plc were GBP12,000 (2015: GBP44,000). During the year the Group purchased goods from Electrocomponents plc amounting to GBP85,000 (2015: GBP79,000). At the year end, amounts owed to Electrocomponents plc were GBP16,000 (2015: GBP15,000).
Compensation of key management personnel
2016 2015 GBP000 GBP000 ----------------------------- ------ ------ Short-term employee benefits 2,292 2,134 ----------------------------- ------ ------
Key management personnel is defined as the CEO, CFO and the nine individuals that report directly to the CEO.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACSUARRRNUAROAA
(END) Dow Jones Newswires
October 31, 2016 06:05 ET (10:05 GMT)
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