4 April 2024
TI Fluid Systems
plc
(the
"Company")
Annual Report and Accounts 2023, Sustainability Report
2023, and Annual General Meeting 2024
The Company announces that today it
has released the below listed documents:
·
Annual Report and Accounts for the financial year
ended 31 December 2023 ('Annual Report and Accounts
2023')
·
Sustainability Report for 2023
·
Notice of the Annual General Meeting 2024
('AGM')
·
Form of Proxy for the AGM
In accordance with Listing Rule
9.6.1, the Annual Report and Accounts 2023 and AGM documents have
been submitted to the National Storage Mechanism and will shortly
be available for inspection at the National Storage Mechanism
('NSM') https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and on the Company's website at
www.tifluidsystems.com.
The AGM is scheduled to be held at 9 am on
Tuesday 14 May 2024 at the offices of Latham & Watkins (London)
LLP, 99 Bishopsgate, London EC2M 3XF. Shareholder registration will
be available from 8.30 am.
As announced on 12 March 2024, the
Board intends to recommend a final dividend of 4.53 Euro cents per
share amounting to €23.2 million. Subject to shareholder approval
at the AGM on 14 May 2024, the final dividend will be paid on 21
June 2024 to those on the register at the close of business on 24
May 2024, the Dividend Record Date, and will be converted to
Sterling at a fixed rate on the same day.
Enquiries:
TI Fluid Systems plc
Kellie McAvoy
Investor Relations
Tel: +44 7354 846374
Headland Consultancy
Matt Denham/Chloe Francklin
Tel: +44 (0)20 3805 4822
About TI Fluid Systems
plc
TI Fluid Systems is a global innovator of
thermal and fluid system solutions for the full range of current
and developing vehicle architectures. Serving all major automotive
manufacturers, with more than 100 years of automotive supply
experience; TI Fluid Systems operates across 27 countries with a
commitment to improving efficiency, performance and sustainability
worldwide. To find out more about TI Fluid Systems,
visit www.tifluidsystems.com.
Appendix
The information below, which is extracted from
the Annual Report and Accounts 2023, is included solely for the
purpose of complying with DTR 6.3.5 and the requirements it imposes
on issuers as to how to make public annual financial reports. It
should be read in conjunction with the Company's preliminary
results announcement released on 12 March 2024. This announcement
is not a substitute for reading the full Annual Report and Accounts
2023. Page, note and section references in the text below refer to
page numbers, note and section references in the Annual Report and
Accounts 2023.
Statement of Directors' responsibilities
in respect of the financial statements
The Directors
are responsible for preparing the Annual Report and the financial
statements in accordance with applicable law and
regulation.
Company law requires the directors
to prepare financial statements for each financial year. Under that
law, the Directors have prepared the Group financial statements in
accordance with UK-adopted international accounting standards and
the parent 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, 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 the profit or loss of the Group 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 UK-adopted international accounting standards have been
followed for the Group financial statements and United Kingdom
Accounting Standards, comprising FRS 101 have been followed for the
parent 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
• prepare the
financial statements on the going concern basis unless it is
inappropriate to presume that the Group and parent Company will
continue in business
The Directors are responsible for
safeguarding the assets of the Group and parent Company and hence
for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The Directors are also responsible
for keeping adequate accounting records that are sufficient to show
and explain the Group's and parent Company's transactions and
disclose with reasonable accuracy at any time the financial
position of the Group and parent Company and enable them to ensure
that the financial statements and the Directors' Remuneration
report comply with the Companies Act 2006.
The Directors are responsible for
the maintenance and integrity of the information included on the
parent 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's and parent Company's position
and performance, business model and strategy.
Each of the Directors, whose names
and functions are listed in the Board of Directors section of this
report, confirm that, to the best of their knowledge:
• the Group
financial statements, which have been prepared in accordance with
UK-adopted international accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit of
the Group
• the parent
Company financial statements, which have been prepared in
accordance with United Kingdom Accounting Standards, comprising FRS
101, give a true and fair view of the assets, liabilities and
financial position of the parent Company
• the Strategic
report includes a fair review of the development and performance of
the business and the position of the Group and parent Company,
together with a description of the principal risks and
uncertainties that it faces
This responsibility statement was
approved by the Board of Directors on 11 March 2024 and is signed
on its behalf:
By order of the Board
Hans Dieltjens, Chief Executive
Officer and President
Alexander De Bock, Chief Financial
Officer
Principal risks and
uncertainties
Operating in an increasingly risky and uncertain
environment, the Group's global operations continue to be exposed
to a number of risks, which could, either on their own, or in
combination with others, have an adverse impact on the Group's
results, strategy, business performance and reputation, which, in
turn, could impact upon shareholder returns and the wider
stakeholders. The following section highlights the most significant
risks that may affect the Group's ability to deliver the strategy,
as set out on pages 20-21.
The management and mitigation
strategy, described in the principal risks section below, seeks to
reduce the impact or likelihood of a major risk occurring. The
Board also recognises there could be risks that may be unknown, or
that may be judged to be insignificant at present but may later
prove to be significant.
2023 has seen a confluence of
significant challenges that threaten to disrupt the macro
environment. These challenges are multifaceted, stemming from a
complex interplay of global and geopolitical events, economic
headwinds, and technological shifts. These, which include the
ongoing war in Ukraine and other geopolitical events, continuing
supply chain challenges, and evolution in the trends of
electrification, have created a volatile and uncertain environment
for the automotive ecosystem. Navigating inflationary pressures,
resource shortages, and evolving dynamics amongst the market
players further complicates the landscape.
The recent conflict in the Middle
East reinforces the increasing prominence of risk relating to
geopolitical tensions and its increasing potential impact on the
global economy. The growing economic and trade tensions between
countries could also have significant ramifications for the
automotive industry in relation to access to market, supply chain
and regulatory environment.
The risk of economic challenges, and
even slowdown in major economies, will have a direct impact on
demand for vehicles, putting pressure on automotive manufacturers
and suppliers alike. 2023 has seen the changes in economic
environment of China impacting many sectors. Continuing regulatory
change further complicates the risk landscape, and is now a
business constant that arises across all aspects of the
environmental, social and governance spectrum.
The automotive supplier industry
faces a complex and challenging landscape in 2024, whilst the
increasing demand for electrified vehicles and the growing adoption
of advanced technologies such as autonomous driving and
connectivity offer significant growth potential. Navigating this
uncertain landscape will require agility, resilience, and a clear
strategic vision in order to adapt to changing market conditions
and new technologies.
The Group remains vigilant to
development in the macro environment, and the management of
resilience (such as our liquidity and pivoting to electrification)
is an important focus area during this time of heightening
volatility and uncertainty. With significant inflationary pressure
across all aspects of our operations, our ability to manage the
impact of cost increases, and to recover through pricing and
efficiency, is critical. Furthermore, climate change continues to
drive the pace and potential severity of many of the principal
risks that are already being managed. Specifically, climate change
affects our technology and product-development risk as vehicle
electrification continues across the industry, broadening our
business continuity risk as we seek to transition to lower-carbon,
more efficient manufacturing operations and address physical risks
to our facilities. As we respond by actioning our Taking-the-Turn
strategy, our technological agility to develop and adapt our
product offerings to meet the EV requirements of our customers is
critical. Vehicle electrification also results in a significant
impact on human resource management, as we need to ensure that the
Group has sufficient human resources with the appropriate skillset,
such as product design and development.
Emerging risks
In the environment of fast-paced
changes in the risk landscape, the Board recognises that an
essential part of risk management is the ability to monitor and
respond to new and emerging risks. Alongside the principal risks,
emerging risks are identified and considered by the Board and the
ERC.
As the Board continues to review and
refine the Group's approach to vehicle electrification, operational
sustainability and talent development (all of which are embodied in
the Taking-the-Turn strategy) it has been conscious of developments
in strategic risks that may need to be considered, in addition to
those already identified as principal risks. For example,
if the Group chooses to address the need to enhance the
Group's product capabilities other than organically (for instance
through significant mergers and acquisitions or joint venture
arrangements), this may necessitate additional resources and
expertise, and would naturally entail risks relating to management,
execution and value delivery.
The Board remains acutely aware of
the changing market dynamics that will continue to arise from
climate change and the growing demand for EVs. The Board feels that
the Taking-the-Turn strategy will position the Group well to
respond positively to these market changes. The main direct impact
of climate change is incorporated within the principal risks,
particularly the impact of climate change regulation leading to
electrification, and increasing complexity of reporting
requirements. However, it is recognised that increased frequency of
future climate-related risk events (severe storms, floods, rising
sea levels, etc.), and the transition to a low carbon economy, may
also adversely impact asset values and financial performance over
time and, as such, will continue to be monitored and mitigated
where practical to do so. Conversely the potential for delays in
regulatory changes mandating electrification of vehicles may extend
the timelines for return on investments in new technology, but
expand opportunities for conventional ICE vehicles.
Climate change and sustainability
issues also prompted increasing levels of regulations and
requirements, especially for listed companies. The use of plastic
within the Group's operation and increasing trend towards
sustainable supply chains are likely to become an area of
increasing focus that will be addressed as part of the Group's
sustainability strategy.
The potential for further disruptive
technologies, which may impact demand for our products, trends
toward in-housing of supply chain by customers and the increasing
global share of Chinese car manufacturers, may pose challenges as
well as opportunities for maintaining or deepening market
penetration.
Management is cognisant of the
potential impact generative artificial intelligence may have on the
labour force, as well as the need for enhanced governance within
operations and the IT infrastructure with regards to protection of
data, information and intellectual property.
Furthermore, with the challenging
economic climate, the higher cost of financing and the degree of
investment in technology required to meet market demand, management
is carefully managing liquidity and monitoring changes in
refinancing requirements. The Group currently has a strong level of
liquidity and resilience in terms of long-term
viability.
In the light of the process
undertaken, the Board is satisfied that the current year risk
assessment has been sufficiently robust, and is of the view that
other than those reported on pages 42-55 of the Annual Report and
Accounts, there are no distinct risks that are material to the
Group at the date of this report.
Related Party
Transactions
Related party transactions
At 31 December 2023, there is no
ultimate controlling party of TI Fluid Systems plc.
Transactions with Group companies
Balances and transactions between
Group companies have been eliminated on consolidation, and are not
disclosed in this Note except for subsidiaries that are not wholly
owned. Transactions with those companies are made on the Group's
standard terms of trade.
The Group holds 97% of the shares in
Bundy India Ltd. At 31 December 2023, Bundy India Ltd had trade and
loan receivables net of payables to other Group undertakings
amounting to €1.9 million (2022: €4.3 million) and made sales
within the Group during the year of €2.6 million (2022: €3.3
million).
Transactions with related parties
Alfmeier Prazision SE is an existing
supplier of the Group and was acquired by Gentherm Incorporated
during the year 2022, a company in which Mr R Hundzinski is a
director. For the period for which Gentherm Incorporated was a
related party, the Group purchased goods amounting to €4.3 million
(2022: €4.9 million). These goods were purchased on an arm's length
basis.
During the year, Bain Capital, a
significant shareholder of the Company, charged the Company €0.02
million (2022: €0.8 million), which related to passed through costs
from a third-party provider.
No related party balances were
outstanding at the year end (2022: €0.8 million).
END