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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 | |
|---|---|---|---|---|---|---|---|---|---|---|
| 4.00 | 0.98% | 414.00 | 411.00 | 413.50 | 413.00 | 405.00 | 405.00 | 976,539 | 16:35:29 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Equip Rental & Leasing, Nec | 328.01M | 37.37M | 0.1889 | 21.86 | 816.89M |
From Apr 2019 to Apr 2024
TIDMFAN
RNS Number : 5247F
Volution Group plc
29 October 2018
Monday 29 October 2018
Volution Group plc
Annual Report and Accounts 2018 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 2018 of the Company's Preliminary Results Announcement for the year ended 31 July 2018, it has today posted and made available to shareholders on its website, http://www.volutiongroupplc.com/ the documents listed below:
-- Annual Report and Accounts 2018 -- Notice of Annual General Meeting 2018 -- Form of Proxy for the Annual General Meeting 2018
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 Wednesday 12 December 2018 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 2018 and their impact on the financial statements, were included in the Company's Preliminary Results Announcement made on 11 October 2018, 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 2018), 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 2018.
- 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, Welair, Kair, Air Connection, inVENTer, Ventilair and Simx, 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 92 of the Annual Report and Accounts 2018 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 2018 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:
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-- 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 2018
Ian Dew
Chief Financial Officer
11 October 2018
Appendix B: Principal Risks and Uncertainties
The following is extracted from pages 32 to 37 of the Annual Report and Accounts 2018 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 2018 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 UK leaving the European Union. Whilst negotiations continue between the UK and the European Union 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 largely unchanged. However, given the current state of the negotiations between the UK and the European Union, the Board will 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. To enhance risk awareness, embed risk management and gain greater participation in managing risk across the Group, a programme of employee communication commenced in 2017 and all new employees receive 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 2018.
Identifying and monitoring material risks
Material 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 UK Corporate Governance Code (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 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.
Risk Impact Strategic Likelihood Potential Risk Direction Mitigation
consequence impact
Economic Demand for Our ability Possible High Increasing. Geographic spread
risk our products to achieve from our
including serving the our ambition Trading international
the UK exit residential for continuing patterns acquisition
from the and commercial organic growth during strategy helps
EU. construction would be the year to mitigate
markets would adversely have remained the impact of
A decline decline. This affected. stable local fluctuations
in general would result including in economic
economic in a reduction any which activity.
activity in revenue may be
and/or a and profitability. attributed New product
specific to the development,
decline decision the breadth
in activity to leave of our product
in the the EU. portfolio and
construction Whilst the strength
industry, we do and specialisation
including, not currently of our sales
but not foresee forces should
exclusively, a decline allow us to
an economic in economic outperform against
decline activity a general decline.
caused by from the
the UK UK leaving We are heavily
leaving the EU, exposed to the
the European the increased RMI market,
Union. uncertainty which is more
and lack resilient to
of clarity the effects
of what of general economic
the economic decline affecting
landscape the construction
will look industry. This
like leads remains true
us to even under current
believe circumstances
the level where conditions
of risk specific to
has increased the public RMI
during market mean
the year. that our sales
in that sector
have recently
declined.
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 is fragmented
to identify grow in line acquisition to implement with many
suitable with management's may be our strategy, opportunities
acquisition ambitions compromised. completing to court acquisition
targets and investor four targets.
at an expectations. acquisitions
acceptable during Senior management
price or Failure to the year. has a clear
we may fail properly integrate understanding
to complete a business of potential
or properly may distract targets in the
integrate senior management industry and
the from other a track record
acquisition. priorities of eleven
and adversely acquisitions
affect revenue since IPO in
and profitability. June 2014.
Financial Management is
performance experienced
could be impacted in integrating
by failure new businesses
to integrate into the Group.
acquisitions
and to secure Our policy of
possible synergies. rigorous due
diligence prior
to acquisition
and a structured
integration
process post
acquisition
has been maintained.
--------------------- ---------------- ----------- ---------- --------------- ---------------------
Foreign The commerciality Our ambition Likely Medium Stable. 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 contracts
rates between the functional exposes us risk has to fix exchange
currencies currency of to increasing remained rates for the
that we our businesses levels of unchanged. ensuing financial
use may and/or the translational year.
move perceived foreign Our exposure
adversely. performance exchange to the Revaluation
of foreign risk. translation of foreign
subsidiaries effect currency-denominated
in our of foreign assets and
Sterling-denominated earnings liabilities
consolidated has remained is partially
financial the same. hedged by
statements corresponding
may be adversely foreign currency
affected by bank debt.
changes in
exchange rates.
--------------------- ---------------- ----------- ---------- --------------- ---------------------
IT Systems Failure of We could Possible Medium Increasing. Disaster recovery
including our IT and temporarily and data backup
cyber breach. communication lose sales We believe processes are
systems could and market there in place, operated
We may be affect any share and is an diligently and
adversely or all of could increasing tested regularly.
affected our business potentially risk as
by a processes damage our the frequency A significant
breakdown and have significant reputation and Enterprise Resource
in our IT impact on for customer sophistication Planning system
systems our ability service. of upgrade has
or a failure to trade, cyberattacks been implemented
to properly collect cash on businesses for several
implement and make payments. has been key sites. A
any new increasing. disaster failover
systems. 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
the increasingly
sophisticated
worldwide cyber
threats. We
also undertake
regular cyber
security testing.
--------------------- ---------------- ----------- ---------- --------------- ---------------------
Customers. Any deterioration Our organic Possible Medium Stable. We have strong
in our relationship growth brands, recognised
A significant with a significant ambitions Our underlying and valued by
amount of customer could would be risk of our end users,
our revenue have an adverse adversely losing and this gives
is derived significant affected. the revenue us continued
from a small effect on of any traction through
number of our revenue one customer our distribution
customers from that continues channels and
and from customer. unchanged; with consultants
our however, and specifiers.
relationships our recent
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 proposition
relationships 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 Stable. 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
Changes energy-efficient adversely no significant regulatory
in laws products may affected. new environment
or regulation not develop legislation in which we
relating as anticipated We may need or regulation, operate and
to the carbon resulting to review or changes as a consequence
efficiency in lower sales our acquisition to current we are also
of buildings, and profit criteria legislation well placed
the growth. to reflect or regulation, to understand
efficiency the dynamics which future trends
of electrical If our products of a new has had in our industry.
products, are not compliant regulatory a material
competition and we fail environment. impact We are active
or compliance to develop on the in new product
may change. new products We may have business. development
in a timely to redirect and have the
manner we our new product The new resource to
may lose revenue development UK Data react to and
and market activity. Protection anticipate necessary
share to our Act which changes in the
competitors. became specification
law in of our products.
Failure to May 2018
manage certain does add We employ internal
compliance risk as specialist
risks adequately fines expertise,
could lead for a supported where
to death or breach needed by suitably
serious injury are qualified and
of an employee potentially experienced
or third party, high. external providers.
and/or penalties However, Local operational
for non-compliance the business compliance audits
in health does not are undertaken.
and safety, process
anti-bribery, much personal We have training
data protection data so and awareness
or competition the increased programmes in
law. risk is place such as
perceived health and safety,
to be anti-bribery
low. and data protection.
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 Unlikely Medium Stable. We establish
and raw profitability may be reduced. long-term
materials. may be reduced Our pattern relationships
during the Our product of purchasing with key suppliers
Raw materials period of development and to promote
or components constraint. efforts may relationships continuity
may become be redirected with our of supply and
difficult Prices for to find long-term where possible
to source the input alternative supplier we have alternative
because material may materials base remains sources identified.
of material increase and and components. unchanged.
scarcity our costs
or disruption may increase. Our policy
of supply. of ensuring
a resilient
supply
base remains
a priority.
--------------------- ---------------- ----------- ---------- --------------- ---------------------
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 understanding
commercially incurred part upon innovation of the ventilation
or unnecessarily. our ability with new market and its
technically to innovate product economic and
viable Failure to new and launches. regulatory drivers.
products innovate may improved The Group starts
to maintain result in products with a clear
and develop an ageing to meet and marketing brief
our product product portfolio create market before embarking
leadership which falls needs. In on product
position. behind that the medium development.
of our competition. term, failure
to innovate
may result
in a decline
in sales
and
profitability.
--------------------- ---------------- ----------- ---------- --------------- ---------------------
People. Skilled and Our Possible Low Stable. Regular employee
experienced competitiveness appraisals allow
Our employees and growth There two-way feedback
continuing may decide potential, have been on performance
success to leave the both organic no significant and ambition.
depends Group, potentially and inorganic, changes
on retaining moving to could be to the A Management
key personnel a competitor. adversely supply Development
and Any aspect affected. and retention Programme was
attracting of the business of quality initiated in
skilled could be impacted employees 2013 (with the
individuals. with resultant across latest to be
reduction the wider launched in
in prospects, workforce. late 2017 set
sales and to conclude
profitability. However, in November
some members 2018) to provide
of the key employees
UK Ventilation with the skills
business needed to grow
Senior within the business
Management and to enhance
Team left their contribution
the business to the business.
during
the year The Group aims
and a to reward and
search incentivise
process employees
is currently competitively.
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 2018 is extracted from page 142 of the Annual Report and Accounts 2018 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 2018 or 31 July 2017.
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 73 to 89).
Compensation of key management personnel
Key management personnel is defined as the CEO, the CFO and the ten (2017: 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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