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
ACSUAOKRSRAAARA
Volution (LSE:FAN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Volution (LSE:FAN)
Historical Stock Chart
From Jul 2023 to Jul 2024
