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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 : 8563P
Volution Group plc
21 October 2021
Thursday 21 October 2021
Volution Group plc
Annual Report and Accounts 2021 and Notice of Annual General Meeting
Volution Group plc ("Volution", the "Group" or the "Company", LSE: FAN), a leading international designer and manufacturer of energy efficient indoor air quality solutions, announces that following the release on 7 October 2021 of the Company's Preliminary Announcement of Final Results for the year ended 31 July 2021, it has today posted and made available to shareholders on its website, www.volutiongroupplc.com the documents listed below:
-- Annual Report and Accounts 2021 -- Notice of Annual General Meeting 2021 -- Form of Proxy for Annual General Meeting 2021
Copies of these documents are also being submitted to the Financial Conduct Authority's National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
A condensed set of financial statements and information on important events that have occurred during the year ended 31 July 2021 and their impact on the financial statements, were included in the Company's Preliminary Announcement of Final Results made on 7 October 2021, 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 2021), 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 2021.
- ends -
Enquiries:
Volution Group plc
Michael Anscombe, Company Secretary +44 (0) 1293 441562
Legal Entity Identifier: 213800EPT84EQCDHO768.
Note to Editors:
Volution Group plc (LSE: FAN) is a leading international designer and manufacturer of energy efficient indoor air quality solutions. Volution Group comprises 19 key brands across three regions:
UK: Vent-Axia, Manrose, Diffusion, National Ventilation, Airtech, Breathing Buildings, Torin-Sifan.
Continental Europe: Fresh, PAX, VoltAir, Kair, Air Connection, Rtek, inVENTer, Ventilair, ClimaRad, ERI Corporation.
Australasia: Simx, Ventair, Manrose.
For more information, please go to: www.volutiongroupplc.com
APPICES
Appendix A: Directors' Responsibility Statement
The following Directors' Responsibility Statement is extracted from page 120 of the Annual Report and Accounts 2021 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 2021 and not the extracted information contained in this announcement:
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
The financial statements are prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulation (EC) No. 1606/2002 as it applies in the European Union and Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 Reduced Disclosure Framework and applicable law). 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 Company and of the profit or loss of the Group and Company for that period. In preparing the financial statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- state whether applicable IFRSs as adopted by the European Union have been followed for the Group financial statements and United Kingdom Accounting Standards, comprising FRS 101, have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements;
-- make judgements and accounting estimates that are reasonable and prudent; and
-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.
The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation.
The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors' confirmations
The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and Company's position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed on pages 72 and 73, confirms that, to the best of their knowledge:
-- the Company financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 Reduced Disclosure Framework and applicable law), give a true and fair view of the assets, liabilities, financial position and profit of the Company;
-- the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and
-- the Directors' Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that they face.
In the case of each Director in office at the date the Directors' Report is approved:
-- so far as the Director is aware, there is no relevant audit information of which the Group and Company's auditor is unaware;
-- they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group and Company's auditor is aware of that information; and
-- the financial statements on pages 130 to 182 were approved by the Board of Directors on 6 October 2021 and signed on its behalf by Ronnie George and Andy O'Brien.
On behalf of the Board
Ronnie George
Chief Executive Officer
6 October 2021
Andy O'Brien
Chief Financial Officer
6 October 2021
Appendix B: Principal Risks and Uncertainties
The following is extracted from pages 58 to 67 of the Annual Report and Accounts 2021 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 2021 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 all 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 been considered in the context of the continuing Covid-19 pandemic, as well as the implications from the changes in the trading relationship between the UK and the European Union (EU) from 1 January 2021. A specific assessment of the potential risks and our approach to management of these risks can be found on pages 62 to 67
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.
The Group's framework of risk management is 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 2021.
Identifying and monitoring material risks
Material risks (including emerging risks) that we consider may lead to threats to our business model, strategy and liquidity are identified through our framework of risk management, our 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 an annual 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 2018 UK Corporate Governance Code (the 2018 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 29 of the 2018 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. During this review we also considered the emerging risks facing the Group, the main one being the ongoing Covid-19 pandemic, and any impact on our assessment of principal 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.
Principal Risks
Risk Impact Strategic Likelihood Potential Risk Reason for Mitigation consequence impact Direction risk direction Economic Demand for Our ability Possible Medium Decreasing Following Geographic risk our products to achieve the implementation spread from serving our ambition of the new our A decline the for continuing trading relationship international in general residential organic between the acquisition economic and commercial growth UK and the strategy helps activity construction would be European to mitigate and/or a markets adversely Union, the the impact specific would decline. affected. well-publicised of local decline This would issues around fluctuations in activity result in imports and in economic in the a reduction exports through activity. construction in revenue UK ports New product industry, and have created development, including, profitability. some input the breadth but not material of our product exclusively, supply challenges; portfolio an economic however, and the strength decline our order and caused by intake remains specialisation the Covid-19 strong, and of our sales pandemic our asset forces should and the light and allow us to new flexible outperform relationship operating against a between model continues general decline. the UK and to be resilient We have a the EU from in servicing strong presence 1 January demand. in the RMI 2021. Covid-19 market, which has impacted is more and will resilient continue to the effects to impact of general economic economic decline outlook and affecting confidence the construction in a number industry. of regions This remains in which true even we operate. under current That said circumstances. we believe Our business that government is not capital responses intensive and stimulus and our packages operational deployed flexibility are likely allows us to continue to react quickly to be supportive to the impact and help of a decline underpin in volume. demand with a particular focus on energy efficient and sustainable technologies including ventilation
systems. Specifically in the UK, which remains our largest market, the speed and success of the vaccination programme and the current lack of restrictions have been positive for broader confidence and sentiment. --------------- ---------------- ----------- ---------- ----------- --------------------- ----------------- Covid-19 Demand for Our ability Possible Low No change Covid-19 Our product our products to achieve continues and geographic Covid-19 serving our ambition to impact diversification continues the for continuing all aspects assists in to be a residential organic of society mitigating significant and commercial growth and in particular the impact risk to construction would be the economic of local the economy markets adversely outlook of fluctuations and impacts could decline. affected. all geographies in economic many other Our supply in which activity as risks chain could we operate, a result of reported be disrupted. the supply Covid-19. in the Group Our people chain of The regulatory Risk may be input materials and demand Register. impacted. and our people. changes However, developing the continuing from the strong performance advantages of the Group of ventilation and the regulatory in preventing and demand transmission changes developing are assisting from the the business advantages in mitigating of ventilation any potential in preventing impact of transmission Covid-19 on mean the the Group. overriding risk of Covid-19 to the business is not considered significant. --------------- ---------------- ----------- ---------- ----------- --------------------- ----------------- Acquisitions Revenue Our strategic Possible Medium No change The potential The ventilation and ambition continuing industry in We may fail profitability to grow impact of Europe remains to identify would not by acquisition Covid-19 fragmented suitable grow in may be and mitigating with many acquisition line with compromised. factors set opportunities targets management's out in the to court at an ambitions Annual Report acquisition acceptable and investor 2020 remain targets. price or expectations. the same. Senior we may fail Failure Whilst the management to complete to properly timing and has a clear or properly integrate opportunity understanding integrate a business landscape of potential the may distract for acquisitions targets in acquisition. senior will vary the industry management from time and a track from other to time, record of priorities we are positive 16 acquisitions and adversely about the since IPO affect revenue potential in June 2014. and range of Management profitability. opportunities is experienced Financial in the coming in integrating performance years as new businesses could be exemplified into the Group. impacted by the transactions Our policy by failure completed of rigorous to integrate during the due diligence acquisitions year ended prior to and to secure 31 July 2021. acquisition possible and a structured
synergies. integration process post-acquisition have been maintained. --------------- ---------------- ----------- ---------- ----------- --------------------- ----------------- Supply chain Sales and Organic Likely Medium Increasing The Covid-19 We establish and raw profitability growth pandemic long-term materials may be reduced may be and the associated relationships during the reduced. potential with key Raw materials period of Our product for disruption suppliers or components constraint. development to supply to may become Prices for efforts chains, especially promote difficult input may be relating continuity to source materials redirected to of supply because may increase to find products and where of material and our alternative and materials possible we scarcity costs may materials sourced from have or disruption increase. and components. China, continues alternative of supply, Operational to be a specific sources including excellence risk that identified. as a may be we are managing We continue consequence adversely very closely. to monitor of the affected. Potential stock levels Covid-19 impacts could and order pandemic include inability patterns and and the to service where deemed new customer necessary relationship demand due will adjust between to non-availability inventory the UK and of products, levels to the EU from as well as help 1 January input cost mitigate any 2021. increases disruptions The increased due principally in supply. friction to the and potential potential for a "trade need to air war" and freight. disputes primarily between the US and China could also destabilise supply chain activity. --------------- ---------------- ----------- ---------- ----------- --------------------- ----------------- Foreign The Our ambition Likely Medium Increasing Covid-19 Significant exchange commerciality to grow has impacted transactional risk of internationally the customer risks are transactions through demand and hedged by The exchange denominated acquisition supply chain using forward rates between in currencies exposes patterns, currency currencies other than us to which could contracts that we the functional increasing lead to to fix exchange use may currency levels unpredictable rates for move of our of hedging of the ensuing adversely. businesses translational currencies. financial and/or the foreign We believe year. perceived exchange that the Revaluation performance risk. increased of foreign of foreign economic currency subsidiaries uncertainty denominated in our in the context assets and Sterling of Covid-19 liabilities denominated and Brexit is partially consolidated makes it hedged by financial likely that corresponding statements in the near foreign currency may be term exchange bank debt. adversely rates may affected continue by changes to see heightened in exchange levels of rates. volatility. --------------- ---------------- ----------- ---------- ----------- --------------------- ----------------- IT Systems Failure We could Possible Medium No change We believe Disaster including of our IT temporarily that when recovery cyber breach and lose sales the Covid-19 and data backup communication and market pandemic processes We may be systems share and struck the are in place, adversely could affect could risk increased operated affected any or all potentially as there diligently by a of our damage was the potential and tested breakdown business our reputation for: regularly. in our IT processes for customer -- new risks A significant systems and have service. linked to Enterprise or a failure significant employees Resource to properly impact on working from Planning
implement our ability home; and system has any new to trade, -- an increase been implemented systems. collect in targeted for several cash and phishing key sites. make payments. campaigns A disaster and failover site fraud attempts. has been However, implemented. this risk We have a is deemed three-layered to have stabilised system of during 2021. 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. We have commenced a process of annual internal and external penetration testing with quarterly monitoring checks. --------------- ---------------- ----------- ---------- ----------- --------------------- ----------------- Customers Any Our organic Possible Low No change Covid-19 We have strong deterioration growth increased brands, A significant in our ambitions the risk recognised amount of relationship and operational that customers and valued our revenue with a excellence could fall by our end is derived significant would be into financial users, and from a small customer adversely difficulties this gives number of could have affected. or change us continued customers an adverse the way they traction through and from significant do business, our distribution our effect on moving to channels and relationships our revenue more online with consultants with heating from that trading and and specifiers. and customer. a reduction We have a ventilation in stock very wide consultants. levels. range of We may fail However, ventilation to maintain this risk and ancillary these is deemed products that relationships to have stabilised enhance our . during 2021. 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 focus on providing
excellent customer service. --------------- ---------------- ----------- ---------- ----------- --------------------- ----------------- Regulatory The shift Our organic Possible Medium Decreasing Covid-19 We participate environment towards growth has further in trade bodies higher ambitions heightened that help Laws or value-added may be consumer to influence regulation and more adversely and the regulatory relating energy affected. regulator/government environment to the carbon efficient We may awareness in which we efficiency products need to of air quality operate and of buildings, may not review and the role as a consequence the develop our acquisition ventilation we are also efficiency as anticipated criteria can play. well placed of electrical resulting to reflect We therefore to understand products in lower the dynamics believe that, future trends and sales and of a new in addition in our industry. compliance profit growth. regulatory to the already With the may change. If our environment. supportive proposed products We may regulatory UK Future are not have to backdrop Homes Standard compliant redirect and drivers and the European and we fail our new around carbon Green Deal to develop product and energy along with new products development efficiency, Healthy Homes in a timely activity. Covid-19 Standards manner we is placing (HHS) in New may lose additional Zealand, revenue emphasis favourable and market on governments regulatory share to developing tailwinds our appropriate have continued competitors. regulations to develop. in support This is of improving especially indoor air true since quality. the outbreak We believe of Covid-19. this risk We are active has reduced in new product during 2021 development and the regulatory and have the environment resource to has presented react to and Volution anticipate with opportunities. necessary changes in the specification of our products. --------------- ---------------- ----------- ---------- ----------- --------------------- ----------------- Innovation Scarce Our organic Possible Low No change Covid-19 Our product development growth has not impacted innovation We may fail resource ambitions our innovation is driven to innovate may be depend process. by a deep commercially misdirected in part understanding or and costs upon our of the technically incurred ability ventilation viable unnecessarily. to innovate market and products Failure new and its economic to maintain to innovate improved and regulatory and develop may result products drivers. The our product in an ageing to meet Group starts leadership product and create with a clear position. portfolio market marketing which falls needs. brief before behind that In the embarking of our medium on product competition. term, failure development. to innovate may result in a decline in sales and profitability. Operational excellence may be adversely affected. --------------- ---------------- ----------- ---------- ----------- --------------------- ----------------- People Skilled Our Unlikely Medium Decreasing The Covid-19 Regular employee and competitiveness pandemic appraisals Our experienced and growth has increased allow two-way continuing employees potential, the risk feedback on success may decide both organic to the health performance
depends to leave and inorganic, and wellbeing and ambition. on retaining the Group, could be of our employees A Management key personnel potentially adversely and we have Development and moving to affected. taken appropriate Programme attracting a competitor. Operational steps across is run skilled Any aspect excellence our business periodically individuals. of the may be to minimise to provide business adversely this risk. key employees could be affected. There have with the skills impacted been no significant needed to with resultant changes to grow within reduction the supply the business in prospects, and retention and to enhance sales and of employees their profitability. across the contribution wider workforce to the business. since the Succession Covid-19 planning and outbreak. key roles Our continuing are regularly growth has reviewed by increased the Directors. the size and complexity of our business. --------------- ---------------- ----------- ---------- ----------- --------------------- -----------------
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 2021 is extracted from page 169 of the Annual Report and Accounts 2021 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 2021 or 31 July 2020.
There were no material transactions or balances between the Company and its key management personnel or members of their close family other than the compensation shown below. 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 97 to 116).
Compensation of key management personnel
2021 2020 GBP000 GBP000 ------- ------- Short-term employee benefits 4,139 2,749 ------- ------- Share-based payment change (see note 34) 1,605 58 ------- ------- Total 5,744 2,807 ------- -------
Key management personnel is defined as the CEO, the CFO and the eleven (2020: eleven) individuals who report directly to the CEO.
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END
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October 21, 2021 10:09 ET (14:09 GMT)
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