RNS Number : 1746C
Hill & Smith Hldgs PLC
11 April 2013
Hill & Smith Holdings PLC (the "Company")
2012 Annual Report and Notice of 2013 Annual General Meeting ("AGM")
Hill & Smith Holdings PLC has today posted, or otherwise notified as being available on its website www.hsholdings.com, the following documents:
1. 2012 Annual Report
2. Notice of 2013 AGM
In accordance with Listing Rule 9.6.1 a copy of each of these documents has been uploaded to the National Storage Mechanism and will be available for viewing shortly.
A hard copy of the 2012 Annual Report can be obtained upon request to the Company Secretary, Hill & Smith Holdings PLC, Westhaven House, Arleston Way, Shirley, Solihull, B90 4LH.
The statutory accounts for the year ended 31 December 2012 have been approved by the Board and will be delivered to the Registrar of Companies following the Company's AGM.
Compliance with Disclosure and Transparency Rule 6.3.5 ("DTR 6.3.5") - Extracts from the 2012 Annual Report
The information below, headed as Appendix A, B and C, and which is extracted from the 2012 Annual Report, is included solely for the purpose of complying with DTR 6.3.5 and the requirements it imposes on how to make public Annual Financial Reports. It should be read in conjunction with the Company's Preliminary Announcement issued on 12 March 2013 (available at www.hsholdings.com). Together these constitute the material required by DTR 6.3.5 to be communicated to the media in unedited full text through a Regulatory Information Service. This material is not a substitute for reading the full 2012 Annual Report. All page numbers and cross-references in the extracted information below refer to page numbers in the 2012 Annual Report.
Appendix A - Principal Risks and Uncertainties
| Market/Strategic Risks | Strategic Connection/Explanation | Mitigation |
| Economic environment and markets | Medium to long-term revenue and earnings growth investment funding.
The impact of a general economic downturn that leads to a reduction in customer demand and production volumes. The group derives part of its revenue from Government spending on infrastructure projects such as road and rail and any timing, funding or policy issues can have an adverse impact on key areas of the business. | Diversification of markets and territories with expansion into markets in India, China, Australia and Sweden.
Expanding the market for existing products and services e.g. pipe supports in the US power generation market.
The group board is in close contact with the subsidiary management and identifies any wider trends requiring action.
These risks are also managed at local level where they are best understood and where we are close to our customers.
Each business reviews its cost base in response to changing circumstances. |
| Competition and commercial relationships | Revenue growth, market positioning and profitability.
The group benefits from well established commercial relationships with long standing key customers and suppliers. The significant loss of any of these or a worsening of commercial terms could have an impact on the group's performance. | Maintaining and developing the quality and competitiveness of products and services.
Close engagement with both key customers and suppliers supported by monitoring of customer and supplier reliability, our dependency and their financial security. Strengthening of commercial functions to manage contract progress and variations. Immediate response to any quality or timing issues. Use of credit insurance to lessen impact of customer failure. |
| Financial Risks | Strategic Connection/Explanation | Mitigation |
| Liquidity/Foreign Exchange and Fiscal | Future investment projects and expansion of foreign earnings.
The group is exposed to a number of financial risks including credit risk, liquidity risk and foreign exchange volatility. Short term impact on earnings.
The group operates in a range of different legal, political and fiscal regimes presenting both operating and culture risks. | Group companies operate a common set of reporting procedures and accounting policies and have the availability of the group intranet. The internal audit programme regularly reviews our operations.
We have centralised cash and banking controls and a treasury function which governs all group companies.
Hedging of transactions exposure through forward foreign exchange rates.
Regular monitoring of tax developments in major jurisdictions and actions taken to ensure (through specialist advice) the most effective tax structures. |
| Pensions | Capital that would otherwise be available for investment.
Factors outside the company's control, such as mortality rates, interest and inflation rates and investment performance, may lead to an increase in the deficit and company contributions. | Quarterly reporting to the board of invested asset performance.
Management and scheduling of deficit funding in agreement with trustees.
Reduction in liabilities through cessation of future accrual for the UK executive scheme, as from January 2012. |
| Operational Risks | Strategic Connection/Explanation | Mitigation |
| Product failure | Market share and profitability.
Many of the group's products are supplied to the public sector for the benefit of members of the public. To the extent that should any of the group's products fail, this could generate adverse publicity and have a significant effect on the group's reputation, its financial position and its ability to win new business.
Pressure to develop products in competitive markets with low margins, to achieve organic growth. | Where appropriate, accreditation, regulatory approval and testing are undertaken to reach required compliance levels. Comprehensive quality control procedures are backed up by an appropriate level of insurance cover through a global insurer.
Processes are in place to respond to a given situation to minimise reputational risk.
Improve policies and internal controls and apply across the group. |
| Supply of key raw materials and services | Organic growth and market share.
Pressure on margins and competitiveness.
Risks to the quality of service to our customers through the failure in the supply chain through abilities and competencies.
Dependency on key suppliers. | We monitor the availability and price of key raw materials and energy and where appropriate hedge against volatility. We are reinforcing our controls over supplier selection due diligence and performance monitoring both internally and through the use of external specialists. We also have dual sourcing and a focus upon maintaining long-standing relationships. |
| Human resources | Market share, revenue and shareholder value growth.
Our future success will depend, to a large degree, on the ability of the group to attract and retain skilled and qualified personnel, particularly at senior management level. | The group offers competitive rates of pay, reviews salaries annually and provides a competitive package of benefits and incentives. Succession planning is undertaken and reviewed at subsidiary and board level. |
| Environmental and safety | Organic growth of the business and market share.
Changes in legislation and standards, or the group's failure to adequately control environmental risks, may have an adverse effect on the group.
A serious failure on the part of the group to adequately control its health and safety risks could have an adverse effect upon on its operations, reputation and financial performance. | Operational management work within the policies and processes laid down by the group. Where appropriate outside specialist expertise is engaged and recommendations and improvements monitored for implementation as necessary.
Monthly reporting to the board of health and safety management and performance, including accident statistics and ranked audit performance.
Implementation of a group "safety cloud" IT system in 2012 to enhance compliance monitoring and levels of assurance on improvement actions. |
| Project Assurance | Strategic Connection/Explanation | Mitigation |
| Acquisitions | Revenue and growth of shareholder value. Acquisitions are a key driver of the strategy.
The group is an active acquirer. Acquisitions can involve risks that might have a material impact on the group's financial performance and reputation. Integration plans not implemented properly. | Sensible profit multiples/prices are paid for businesses operating in markets that we know well.
Comprehensive, rigorous and structured due diligence is carried out prior to completion. Formal prior approval process at board level before commitment.
A post acquisition programme of integration and review of performance is undertaken for the first 100 days.
Key personnel retained with appropriately incentivised remuneration and benefits. |
| Legal & Regulatory | Strategic Connection/Explanation | Mitigation |
| Compliance (laws and regulations) | Prohibitor on future investment and shareholder backing.
The group operates in a number of different territories and is subject to wide-ranging laws and regulations including its business conduct. | We mitigate compliance risks through various means, including but not limited to: - Systems of internal control and risk management. - The group's code of business conduct and policies. - External and internal legal, compliance and audit resources, including peer review programme. - Improved training and assurance programmes. - Strengthening of management with international experience. |
Appendix B - Directors Responsibilities Statement pursuant to Disclosure and Transparency Rule 4
The following statement is extracted from page 58 of the 2012 Annual Report and is repeated here for the purposes of compliance with DTR 6.3.5. This statement relates solely to the 2012 Annual Report and is not connected to the extracted information set out in this announcement or the Preliminary Announcement.
We confirm that to the best of our knowledge:
- the group and parent company 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 group as a whole; and
- the management report (which comprises the business review and other statutory information) includes a fair review of the development and performance of the business and the position of the company and group as a whole, together with a description of the principal risks and uncertainties that they face.
Appendix C - Related Party Transactions
The key management are considered to be the Board of Directors of Hill & Smith Holdings PLC, whose remuneration can be seen in the Directors' Remuneration Report on pages 48 to 55 and in the related party details on page 102 (note 24) of the 2012 Annual Report.
John Humphreys
Company Secretary
Hill & Smith Holdings PLC
Tel: 44 (0) 121 704 7430
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