TIDMEXO
RNS Number : 7647U
Exova Group PLC
11 April 2016
11 April 2016
EXOVA GROUP PLC
(the "Company")
Annual Report & Accounts 2015 and Notice of 2016 Annual
General Meeting
Following release by the Company on 3 March 2016 of its
preliminary results for the financial year ended 31 December 2015,
the Company announces that it has today posted to shareholders the
documents listed below:
-- the Annual Report & Accounts for the financial year ended
31 December 2015 (the "2015 Annual Report & Accounts");
-- the Notice of the 2016 Annual General Meeting; and
-- the Form of Proxy for the 2016 Annual General Meeting.
In accordance with Listing Rule 9.6.1, the Company has submitted
copies of these documents to the Financial Conduct Authority via
the National Storage Mechanism and they will shortly be available
for inspection at www.morningstar.co.uk/uk/nsm.
Additional information required by Disclosure and Transparency
Rule 6.3.5
The Company's preliminary results announcement on 3 March 2016
contained a management report as well as a condensed set of
financial statements which were prepared in accordance with
applicable accounting standards. In compliance with DTR 6.3.5R, the
following information is extracted from the 2015 Annual Report
& Accounts and should be read in conjunction with the Company's
preliminary results announcement for the year ended 31 December
2015 issued on 3 March 2016. Both documents are available at
www.exova.com and together constitute the material required by DTR
6.3.5R to be communicated to the media in unedited full text
through a Regulatory Information Service. This material is not a
substitute for reading the 2015 Annual Report & Accounts in
full.
1. Principal risks and uncertainties
The principal risks and uncertainties that could affect the
Group are outlined below
Operational risks
-------------------------------------------------------------------------------------------------------------
Risk Description Strategic Possible Mitigation
priorities impact
------------------ ------------------- ------------------ ------------------ ----------------------------
Health The Group's Focusing Failure Health and safety
and safety work on the to operate is always the first
environment provision safely item on Board and
presents of technically could Executive Committee
various demanding adversely agendas. Overall
potential services. impact strategy and compliance
risks Managing the Group's is monitored by
within our laboratories employees the Group health
our laboratories efficiently. or visitors, and safety director
and when lead to who reports to
operating legal the Group Technical
on customers' action Director. Clear
premises. from regulators, guidance is given
reputational on appropriate
damage procedures and
or loss maintenance of
of customer equipment, supported
confidence. by regular training,
supervision and
compliance audits.
Bulletins are issued
in response to
any significant
incidents which
might have group-wide
implications.
------------------ ------------------- ------------------ ------------------ ----------------------------
Reputational The Group Focusing Loss of A comprehensive
damage relies on the existing quality management
on its provision or new system is in place
reputation of technically business. which is regularly
and being demanding Loss of audited both internally
awarded services. ability and by external
and retaining Building to service accreditation bodies
a wide long-term customer and customer approval
range client requirements teams.
of accreditations relationships. where Employee technical
and customer Generating accreditations competence is maintained
specific organic or customer through mentoring
approvals revenue specific and training programmes.
in order growth. approvals
to provide are lost.
its services. Reduced
financial
performance.
------------------ ------------------- ------------------ ------------------ ----------------------------
People The Group Focusing Inability There is a comprehensive
provides on the to meet recruitment and
specialised provision customer ongoing evaluation
technical of technically demand. process supported
services demanding Failure by incentive plans
and is services. to innovate based on personal
dependent Building and develop and financial performance.
on attracting long-term customer A Technical Career
and retaining client relationships. Development Programme
appropriately relationships. is in place which
qualified is designed to
staff. develop and retain
technical staff
and support succession
planning.
------------------ ------------------- ------------------ ------------------ ----------------------------
Global The strength Generating A prolonged Our business is
economic of our organic economic well diversified
and market end markets revenue downturn both geographically
conditions is an growth. would and by end user
important Extending limit markets and our
driver our service our ability focus on technically
for growth. range to grow demanding services
and the the business gives us some resilience.
global in line We engage regularly
reach with our with our customers
of our strategic to understand their
business. plan. plans and requirements
which are recorded
in our group-wide
CRM system. This
provides consolidated
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visibility of future
revenues and allows
us to plan capacity
efficiently.
------------------ ------------------- ------------------ ------------------ ----------------------------
UK withdrawal The UK Building Loss of Close monitoring
from business long-term revenue of developments
the EU trades client due to and engagement
within relationships. changes with representative
the EU Generating in standards bodies to respond
and assesses organic or legislation accordingly.
whether revenue impacting Ability to utilise
products growth. our ability laboratory network
meet to provide in other EU locations.
European certain
standards. services
In addition that can
the UK only be
sits provided
on various from an
committees EU member.
that Additional
determine import
future and export
standards costs.
and methods
of testing.
------------------ ------------------- ------------------ ------------------ ----------------------------
Business The business Managing Lack of Business continuity
infrastructure depends our laboratories operational plans are in place
on its efficiently. capacity across the Group
laboratory could and our substantial
network affect laboratory network
to service our ability often allows work
customers' to service to be transferred
needs. existing to alternative
customers sites.
and win
new business.
------------------ ------------------- ------------------ ------------------ ----------------------------
IT systems The business Managing Lack of Global Information
depends our laboratories timely Security policy
on the efficiently. information in place.
effective Building could Disaster recovery
operation long-term affect plans in place
of global client our ability across the network.
IT systems relationships. to service Continual review
for its customer and improvement
key business requirements of cyber defences.
processes. and make
good business
decisions.
Reputational
damage
from loss
of systems
or data.
------------------ ------------------- ------------------ ------------------ ----------------------------
Acquisitions The process Extending Failure We have a well
of identifying, our service to deliver developed screening
acquiring range expected process to ensure
and integrating and the results that potential
new businesses global due to acquisitions meet
is fundamental reach poor acquisition the criteria in
to our of our selection. our strategic plans
overall business. Unforeseen for market penetration
growth Managing liabilities and geographical
plan. our laboratories arising expansion and our
efficiently. from failure target returns
to understand on investment.
business Thorough due diligence
risks is carried out
fully by our in-house
during experts supplemented
due diligence. by the use of specialist
Reduced advisers. Appropriate
financial legal protection
performance is included in
arising the purchase contract.
from poor Detailed integration
integration plans are approved
of acquired prior to completion
businesses. and are closely
monitored in line
with an agreed
timetable.
------------------ ------------------- ------------------ ------------------ ----------------------------
Legal and regulatory risks
-------------------------------------------------------------------------------------------------------------
Litigation The Group's Building Reputational We have a process
operations long-term damage for monitoring
are subject client leading compliance with
to wide-ranging relationships. to customer laws and regulations
laws and Managing loss and and internal Group
regulations our laboratories brand procedures and
including efficiently. damage. reporting any significant
business Diversion deviations to the
conduct, of management Board. We also
employment, time away monitor changes
environmental from the in regulations
and health operation and communicate
and safety of the these as appropriate.
legislation. business. We have clear delegation
There is Penalties of authority for
also exposure for breaching business decisions
to contractual contracts, and detailed training
risk. laws or is provided on
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regulations. key areas of risk
e.g. contract negotiation.
We carry insurance
against all standard
risk categories.
---------------- --------------------- ------------------ ------------------ ----------------------------
Business The activities Building Reputational Our business activities
integrity of the long-term damage are conducted in
and ethics business client leading multiple jurisdictions
are governed relationships. to customer and are exposed
by various Generating loss and to a wide range
ethical organic brand of business practices.
requirements revenue damage. We have a strong
including growth. Diversion Group culture of
anti-corruption Extending of management integrity and ethical
and bribery our service time away behaviour to ensure
laws, competition range from the a consistent approach
laws and and the operation regardless of local
trade sanctions. global of the custom.
reach business. We have group-wide
of our Penalties policies covering
business. for breaching ethical conduct
laws or and regular training
regulations. is provided backed
up by external
legal and professional
support where required.
We encourage reporting
of any concerns
about wrongdoing
or impropriety
and have a whistleblowing
service managed
by a third party.
---------------- --------------------- ------------------ ------------------ ----------------------------
Financial risks
-------------------------------------------------------------------------------------------------------------
Financial The Group Managing Significant The Group has a
irregularity could suffer our laboratories financial well established
financial efficiently. irregularity system of operational
loss either could and financial controls
through lead to including documented
misappropriation loss of procedures and
of assets confidence delegation of authorities
or the by key supported by a
misrepresentation stakeholders co-sourced internal
of financial and reputational audit function.
results. damage
to the
business.
This might
impact
our financial
position
and ability
to raise
funds
and could
affect
the share
price.
---------------- --------------------- ------------------ ------------------ ----------------------------
Treasury The Group Generating Volatile Borrowings are
is exposed organic financial maintained in appropriate
to currency, revenue performance currencies to partially
liquidity growth. arising hedge foreign exchange
and credit Managing from translation risk on overseas
risks. our laboratories of overseas earnings. We are
efficiently. results. exposed to limited
Financial transactional risk
penalties as most costs and
and reputational revenues are matched
damage in the same currencies.
arising Forecast cash flows
from breach are regularly reviewed
of banking to ensure that
covenants. sufficient committed
Financial borrowing facilities
loss from are in place.
inappropriate Credit risk is
use of actively monitored
financial and is mitigated
instruments by the wide spread
or failure of our customer
to collect base.
amounts
owed.
---------------- --------------------- ------------------ ------------------ ----------------------------
Viability Statement
The Directors confirm that they have a reasonable expectation
that the Group will continue to operate and meet its liabilities,
as they fall due, for the next three years to December 2018. The
Directors' assessment has been made with reference to the
resilience of the Group and its strong financial position, the
Group's strategy, the Board's risk appetite and the Group's
principal risks and how these are managed, as described in this
Strategic Report.
The Group has a broad spread of customers across different
geographical areas and market sectors and a high level of customer
retention and repeat business. The Group is also supported by
strong operational cash flows.
The assessment period of three years has been chosen as it is
consistent with the Board's annual review of the Group's three year
rolling strategic plan. This review covers the prospects for each
business, assumptions regarding entry into new markets and
geographies, future growth rates and performance of the business. A
robust financial model of the Group has been built and the metrics
for the Group's KPIs have been reviewed for the assessment period.
These metrics are also subject to sensitivity analysis which
includes flexing a number of these assumptions, namely, future
organic revenue growth, operating margins and operational cash
flow. This is supplemented by an overlay of assumptions on the
future level of inorganic growth from acquisitions. The results of
flexing these assumptions, both individually and in aggregate, are
used to determine whether additional bank facilities will be
required during this period.
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This review and analysis also considers the principal risks and
uncertainties facing the Group, as described on pages 10 to 12 and
the potential impact these risks would have on the Group's business
model, future performance, solvency and liquidity over the
assessment period. The Board considers that the diverse nature of
the market sectors and geographies in which the Group operates acts
significantly to mitigate the impact any of these risks might have
on the Group.
2. Related party transactions
The following statements regarding related party transactions
are set out on pages 126 to 127 of the 2015 Annual Report &
Accounts. The following is extracted in full and unedited form from
the 2015 Annual Report & Accounts.
During the year the Group entered into certain transactions with
related parties. Details of these transactions are as follows:
Income statement
Group Company
---------------------------------- ----- ---------------- ---------------
2015 2014 2015 2014
Notes GBPm GBPm GBPm GBPm
---------------------------------- ----- ------- ------- ------- ------
Management fee to private
equity investor - 0.2 - -
---------------------------------- ----- ------- ------- ------- ------
Termination of consultancy
agreement fee to private
equity investor - 1.0 - -
---------------------------------- ----- ------- ------- ------- ------
Finance costs on loan from
parent undertaking 8 - 8.1 - -
---------------------------------- ----- ------- ------- ------- ------
Preference share dividend 8 - 1.0 - -
---------------------------------- ----- ------- ------- ------- ------
Dividend received from subsidiary
undertaking - - 120.0 -
---------------------------------- ----- ------- ------- ------- ------
Balance at 31 December
Assets
---------------------------- --- --- ----- -----
Amounts due from subsidiary
undertakings 16 - - 122.0 101.1
---------------------------- --- --- ----- -----
Liabilities
---------------------------- --- --- ----- -----
Termination of consultancy
agreement fee to private
equity investor 1.0 1.0 1.0 1.0
---------------------------- --- --- ----- -----
Amounts due to subsidiary
undertakings - - 14.3 -
---------------------------- --- --- ----- -----
Key management compensation
Group Company
--------------------------------- --------------- -----------------
2015 2014 2015 2014
GBPm GBPm GBPm GBPm
--------------------------------- ------- ------ -------- -------
Salaries and short-term benefits 3.3 2.7 0.9 0.8
--------------------------------- ------- ------ -------- -------
Post employment benefits 0.3 0.3 0.1 0.1
--------------------------------- ------- ------ -------- -------
Termination benefits 0.1 0.2 - -
--------------------------------- ------- ------ -------- -------
Share-based payments 0.2 2.9 0.1 1.7
--------------------------------- ------- ------ -------- -------
3.9 6.1 1.1 2.6
--------------------------------- ------- ------ -------- -------
Key management comprises members of the executive team. The
executive team is responsible for the day to day running of the
Group, and comprises the CEO, CFO, managing directors and group
functional directors.
The Group holds equity interests of less than 51% in the
following companies:
% shareholding
------------------------------------- --------------
Exova (Qatar) LLC 24.5%
------------------------------------- --------------
Al Futtaim Exova LLC 49.0%
------------------------------------- --------------
Exova Warringtonfire Middle East LLC 49.0%
------------------------------------- --------------
Exova Saudi Arabia Ltd 50.0%
------------------------------------- --------------
Exova Warringtonfire LLC 49.0%
------------------------------------- --------------
Exova (Qatar) LLC approved and paid a dividend of GBP1.1m (QAR
6,000,000) (2014: GBP1.1m QAR: 6,000,000) to its shareholders.
The Group is exposed, or has rights, to variable returns from
its involvement with the equity interests and has the ability to
affect those returns through its power over the equity interests.
Based on this, the Directors have determined that the Group has
control over these equity interests and therefore consolidates them
within the financial statements.
The Group has interests in joint venture arrangements in the
following companies:
Principal Group
place ownership
Name of business interest Held by
---------------------------- ------------ ---------- ----------------------------
Hong BM TRADA Overseas
BM TRADA (HK) Limited Kong 70% Limited
---------------------------- ------------ ---------- ----------------------------
BM TRADA RKCA Certifications BM TRADA Overseas
Private Limited India 50% Limited
---------------------------- ------------ ---------- ----------------------------
FIRA - CMA Testing Hong BM TRADA Overseas
Services Limited Kong 50% Limited
---------------------------- ------------ ---------- ----------------------------
BM TRADA Overseas
BM TRADA Cyprus Limited Cyprus 50% Limited
---------------------------- ------------ ---------- ----------------------------
Standardt BM TRADA BM TRADA Overseas
Belgelendirme AS Turkey 50% Limited
---------------------------- ------------ ---------- ----------------------------
BM TRADA Overseas
BM TRADA Latvija Latvia 50% Limited
---------------------------- ------------ ---------- ----------------------------
BM TRADA RKCA Lanka Sri 50%
Certifications (Private) Lanka BM TRADA RKCA Certifications
Limited Private Limited
---------------------------- ------------ ---------- ----------------------------
BM TRADA Suomi OY Finland 50% BM TRADA Latvija
---------------------------- ------------ ---------- ----------------------------
BM TRADA Eesti Ou Estonia 50% BM TRADA Latvija
---------------------------- ------------ ---------- ----------------------------
BM TRADA Deutschland
GmbH Germany 50% BM TRADA Latvija
---------------------------- ------------ ---------- ----------------------------
BM TRADA Lietuva Lithuania 50% BM TRADA Latvija
---------------------------- ------------ ---------- ----------------------------
Tianjin C-Kai BM TRADA China 40% BM TRADA Certification
Certification Company Limited
Limited
---------------------------- ------------ ---------- ----------------------------
3. Directors statement of responsibilities
The following statement is repeated here solely for the purpose
of complying with DTR 6.3.5. This statement relates to and is
extracted from page 73 of the 2015 Annual Report & Accounts and
is signed on behalf of the Board of Directors by Ian El-Mokadem,
Chief Executive Officer and Philip Marshall, Chief Financial
Officer. Responsibility is for the full 2015 Annual Report &
Accounts and not the extracted information presented in this
announcement or the full year results announcement.
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable United
Kingdom law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the Directors
are required to prepare the Group and Company financial statements
for each financial year in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European Union.
Under Company law the Directors must not approve the Group and
Company 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 for that period. In
preparing the Group and Company financial statements the Directors
are required to:
-- present fairly the financial position, financial performance
and cash flows of the Group and Company;
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-- select suitable accounting policies in accordance with IAS 8:
Accounting Policies, Changes in Accounting Estimates and Errors and
then apply them consistently;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
-- make judgements that are reasonable;
-- provide additional disclosures when compliance with the
specific requirements in IFRSs as adopted by the European Union is
insufficient to enable users to understand the impact of particular
transactions, other events and conditions on the Group's financial
position and financial performance; and
-- state whether the Group and Company financial statements have
been prepared in accordance with IFRSs as adopted by the European
Union.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group and
Company transactions and disclose with reasonable accuracy at any
time the financial position of the Group and Company and enable
them to ensure that the Group and Company financial statements
comply with the Companies Act 2006 and Article 4 of the IAS
Regulation. They 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 also responsible for preparing the Directors'
Report, the Directors' Remuneration Report, Strategic Report and
the Corporate Governance Statement in accordance with the Companies
Act 2006 and applicable regulations, including the requirements of
the Listing Rules and the Disclosure and Transparency Rules.
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 accounts may differ
from legislation in other jurisdictions.
Directors' responsibility statement
Each of the Directors, as at the date of this report, confirms
to the best of their knowledge that:
-- 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 Company and the Group; and
-- the Strategic Report and the Report of Directors include a
fair review of the development and performance of the business and
the position of the Group, together with a description of the
principal risks and uncertainties that it faces.
The Strategic Report contains certain forward-looking statements
providing additional information to shareholders to assess the
potential for the Group strategies to succeed. Such statements are
made by the Directors in good faith, based on the information
available to them up to the date of their approval of this report,
and should be treated with caution due to the inherent
uncertainties underlying forward-looking information.
Neither the Company nor the Directors accept any liability to
any person in relation to the Annual Report & Accounts except
to the extent that such liability could arise under English law.
Accordingly, any liability to a person who has demonstrated
reliance on any untrue or misleading statement or omission shall be
determined in accordance with Section 90A and Schedule 10A of the
Financial Services and Markets Act 2000.
4. Substantial shareholding
As at 31 March 2016, being the latest practicable date prior to
release of this announcement, the Company had been notified, in
accordance with DTR 5, of the following major shareholdings in the
ordinary share capital of the Company:
Name Ordinary share % of Capital
holdings
at 31 March 2016
--------------------------- ------------------ -------------
Tabasco B.V. 135,045,958 53.94%
--------------------------- ------------------ -------------
Mubadala Development
Company PJSC 18,946,042 7.57%
--------------------------- ------------------ -------------
Fidelity Management
& Research (US) 12,989,901 5.18%
--------------------------- ------------------ -------------
T. Rowe Price 9,634,121 3.85%
--------------------------- ------------------ -------------
First Pacific Advisors 8,288,981 3.31%
--------------------------- ------------------ -------------
Aberdeen Asset Management
Limited 8,098,382 3.23%
--------------------------- ------------------ -------------
For further information please contact:
Neil MacLennan
General Counsel & Company Secretary
Exova Group plc
Telephone: +44 (0) 131 333 8053
About Exova
Exova is one of the world's leading laboratory-based testing
groups, trusted by organisations to test and advise on the safety,
quality and performance of their products and operations.
Headquartered in Edinburgh, UK, Exova operates 145 laboratories and
offices in 32 countries and employs around 4,500 people throughout
Europe, the Americas, the Middle East and Asia/Asia Pacific.
Exova's capabilities help to extend asset life, bring
predictability to applications, and shorten the time to market for
customers' products, processes and materials. With over 90 years'
experience, Exova specialises in testing across a number of key
sectors from health sciences to aerospace, transportation, oil and
gas, fire and construction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Exova (LSE:EXO)
過去 株価チャート
から 6 2024 まで 7 2024
Exova (LSE:EXO)
過去 株価チャート
から 7 2023 まで 7 2024
