2019 Annual Report and Notice of the 2020 AGM
Zotefoams plc
(the 'Company')
2019 Annual Report and Notice of the 2020 Annual General Meeting
The Company has published its 2019 Annual Report and the Notice of the 2020 Annual General Meeting to be held at 675 Mitcham Road, Croydon CR9 3AL on 8 June 2020 at 10.00 a.m. on:
https://www.zotefoams.com/investors/annual-interim-reports/
https://www.zotefoams.com/investors/agm/
In compliance with Listing Rule 9.6.1, the following documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
1. Annual Report for the year ended 31 December 2019, incorporating the Notice of the 2020 Annual General Meeting; and
2. Form of Proxy for the 2020 Annual General Meeting.
A condensed set of the financial statements, the Chair's introduction, the Group CEO's review and the Group CFO's review in respect of the Annual Report were included in the unaudited preliminary results announcement issued on 7 April 2020, which may be found at:
www.zotefoams.com/investors/announcements/
This announcement contains, in Annex A, additional information for the purposes of compliance with the Disclosure and Transparency Rules, including the statement of Directors' responsibilities in respect of the financial statements, a description relating to principal risks and uncertainties, and details of related party transactions. This information is extracted from the 2019 Annual Report. This announcement is not a substitute for reading the full Annual Report. Page and note references in the text below refer to page numbers and notes in the 2019 Annual Report.
Enquiries:
Lydia Harratt
Group Company Secretary
Zotefoams plc
020 8664 1600
6 May 2020
About Zotefoams plc:
About Zotefoams plc
Zotefoams plc (LSE - ZTF) is a world leader in cellular materials technology. Utilising a variety of unique manufacturing processes, including environmentally friendly nitrogen expansion for lightweight AZOTE® polyolefin and ZOTEK® high-performance foams, Zotefoams sells to diverse markets worldwide. Zotefoams uses its own cellular materials to manufacture T-FIT® advanced insulation for demanding industrial markets. In addition, Zotefoams owns and licenses patented microcellular foam technology, developed specifically for extrusion applications, from a base in Massachusetts, USA to customers worldwide.
Zotefoams is headquartered in Croydon, UK, with additional manufacturing sites in Kentucky and Oklahoma, USA (foam products manufacture and conversion), Massachusetts, USA (MuCell Extrusion) and Jiangsu Province, China (T-FIT®). A third foam-manufacturing site, in Poland, is planned to begin operations in 2020.
AZOTE®, ZOTEK® and T-FIT® are registered trademarks of Zotefoams plc
Annex A
Statement of Directors' responsibilities in respect of the financial statements
The Directors consider the Annual Report, taken as a whole, to be fair, balanced and understandable.
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 Consolidated and Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. 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 Consolidated and 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's 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 consolidated 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.
The Directors consider that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the position and performance, business model and strategy of the Group and Company.
With the exception of C Wall and A Fielding, whose appointments take place after the approval of these financial statements, each of the Directors, whose names and functions are listed on pages 48 and 49 of the Annual Report, confirm that, to the best of their knowledge:
· the Consolidated and Company 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 Company;
· the Group CEO's review includes a fair review of the development and performance of the business and the position of the Group and Company; and
· the principal risks and uncertainties faced by the Group and the Company are described on pages 35 to 38 of the Annual Report.
Principal risks and uncertainties
The details of our principal risks and uncertainties and the key mitigating activities can be found on pages 35 to 38. We are disclosing those risks and uncertainties that we believe have the greatest impact in achieving our strategic objectives. The Group is exposed to a wide range of risks in addition to those listed, and these are managed through the risk management framework shown on page 33. This framework enables us to monitor for any increase in likelihood or impact and ensure that we have the appropriate mitigations in place.
Zotefoams' risk profile will evolve as the business grows at its targeted pace, although we expect these principal risks and uncertainties to remain broadly consistent. Following a detailed reassessment of our thinking and approach to risk management in the previous year, and having assessed the inputs from our risk framework mechanism during the current year, we have concluded that there are no changes to our assessment.
Related party transactions
Directors
The Directors of the Company as at 31 December 2019 and their immediate relatives control approximately 1.9% (2018: 1.0%) of the voting shares of the Company. Details of Directors' pay and remuneration are given in the Remuneration report on pages 58 to 72. Executive Directors are considered to be the only key management personnel. Details of compensation paid to key management personnel are included in note 6.
Subsidiaries and joint venture
Details of the joint venture and subsidiaries of the Company are set out in notes 10 and 14. These companies are considered to be related parties.
The following material transactions were carried out with related parties:
| 2019 | 2018 |
Sale of goods: subsidiaries of the Company | 7,481 | 9,892 |
Sale of services: subsidiaries of the Company | 1,636 | 165 |
Loans given (net of repayments): subsidiaries of the Company | 15,683 | 6,828 |
Interest income: subsidiaries of the Company | 101 | 95 |
Sale of goods: joint venture of the Company | 3,112 | 2,938 |
Sale of service: joint venture of the Company | 813 | - |
Total | 28,826 | 19,918 |
Balances between the Company and its active subsidiaries and joint venture are as follows:
| Receivable from/(payable to) |
| Investment in | ||
2019 | 2018 |
| 2019 | 2018 | |
Zotefoams Inc. | 9,204 | 14,166 |
| - | - |
KZ Trading and Investment Ltd | 1,895 | 2,133 |
| - | - |
Azote Asia Limited | 907 | 1,601 |
| 145 | 73 |
MuCell Extrusion LLC | 96 | 877 |
| - | - |
Zotefoams International Limited | - | - |
| 30,576 | 23,549 |
Zotefoams Operations Limited | 1 | - |
| - | - |
Zotefoams T-Fit Material Technology (Kunshan) Limited | 22 | 53 |
| - | - |
Zotefoams Poland Sp. z.o.o. | 809 | 1,566 |
| - | - |
T-Fit Insulation Solutions India Private Limited | 131 | - |
| - | - |
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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