TIDMZTF
RNS Number : 9628I
Zotefoams PLC
25 April 2022
Zotefoams plc
(the 'Company' or the 'Group')
2021 Annual Report and Notice of the 2022 Annual General
Meeting
25 April 2022 - The Company has published its 2021 Annual Report
and the Notice of the 2022 Annual General Meeting to be held at 675
Mitcham Road, Croydon CR9 3AL on 25 May 2022 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 2021 prepared
using the single electronic reporting format specified in the TD
ESEF Regulation, incorporating the Notice of the 2022 Annual
General Meeting; and
2. Form of Proxy for the 2022 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 22 March 2022, 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, Guidance 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 2021 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
2021 Annual Report.
Investors and stakeholders may register with the Investor Meet
Company platform to listen to the proceedings in real time:
https://www.investormeetcompany.com/zotefoams-plc/register-investor
. Questions may also be pre-submitted for the Board's consideration
via the Investor Meet Company Platform up to 9.00 am on 24 May
2022, being the day before the AGM, or during the AGM. The Board
will respond to key questions during the meeting. Investors who
already follow Zotefoams plc on the Investor Meet Company platform
will automatically be invited. The platform does not offer voting
facilities and participants will not be treated as legally
attending or participating in the meeting.
Enquiries:
Lydia Harratt
Group Company Secretary
Zotefoams plc
020 8664 1600
About Zotefoams plc
Zotefoams plc (LSE - ZTF) is a world leader in cellular
materials technology delivering optimal material solutions for the
benefit of society. Utilising a variety of unique manufacturing
processes, including environmentally friendly nitrogen expansion
for lightweight AZOTE(R) polyolefin and ZOTEK(R) high-performance
foams, Zotefoams sells to diverse markets worldwide. Zotefoams uses
its own cellular materials to manufacture T-FIT(R) advanced
insulation for demanding industrial markets. Zotefoams also owns
and licenses patented microcellular foam technology to reduce
plastic use in extrusion applications and for ReZorce(R)
mono-material recyclable barrier packaging.
Zotefoams is headquartered in Croydon, UK, with additional
manufacturing sites in Kentucky, USA and Brzeg, Poland (foam
manufacture), Oklahoma, USA (foam products manufacture and
conversion), Massachusetts, USA (MuCell Extrusion) and Jiangsu
Province, China (T-FIT).
www.zotefoams.com
AZOTE(R), ZOTEK(R), ReZorce(R) and T-FIT(R) 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 Group and Company financial statements in
accordance with UK-adopted international accounting standards.
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 UK-adopted international accounting
standards have been followed 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.
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.
Each of the Directors, whose names and functions are listed on
pages 78 and 79 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 UK-adopted international
accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit of the Group and Company
and
-- 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. A description of the principal risks and
uncertainties faced by the Group and the Company is provided on
pages 47 to 54.
Principal risks and uncertainties
The details of our principal risks and uncertainties and the key
mitigating activities can be found on pages 48 to 54. 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 45. 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.
Related party transactions
Directors
The Directors of the Company as at 31 December 2021 and their
immediate relatives control approximately 1.2% (2020: 1.1%) of the
voting shares of the Company. Details of Directors' pay and
remuneration are given in the Directors' Remuneration report on
pages 88 to 99. Executive Directors are considered to be the only
key management personnel. Details of compensation paid to key
management personnel are included in note 5.
Subsidiaries and joint venture
Details of the joint venture and subsidiaries of the Company are
set out in notes 9 and 13. These companies are considered to be
related parties.
The following material transactions were carried out with
related parties:
2021 2020
GBP'000 GBP'000
------------------------------------------------- -------- --------
Sale of goods: subsidiaries of the Company 3,857 6,465
------------------------------------------------- -------- --------
Sale of services: subsidiaries of the Company 1,246 760
------------------------------------------------- -------- --------
Loans given (net of repayments): subsidiaries of
the Company 2,748 8,606
------------------------------------------------- -------- --------
Interest income: subsidiaries of the Company 468 569
------------------------------------------------- -------- --------
Sale of goods: joint venture of the Company 2,951 2,155
------------------------------------------------- -------- --------
Sale of services: joint venture of the Company 733 407
------------------------------------------------- -------- --------
Total 12,003 18,962
------------------------------------------------- -------- --------
Balances between the Company and its active subsidiaries and
joint venture are as follows:
Receivable
from/ Investment
(payable to) in
----------------------------------------- ------------------ ------------------
2021 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------------- -------- -------- -------- --------
Zotefoams Inc. 12,541 9,426 - -
----------------------------------------- -------- -------- -------- --------
KZ Trading and Investment Limited 247 1,498 - -
----------------------------------------- -------- -------- -------- --------
Azote Asia Limited 1,065 896 - -
----------------------------------------- -------- -------- -------- --------
MuCell Extrusion LLC 4,410 3,424 - -
----------------------------------------- -------- -------- -------- --------
Zotefoams International Limited 17,037 15,087 30,822 30,822
----------------------------------------- -------- -------- -------- --------
Zotefoams Operations Limited - 76 - -
----------------------------------------- -------- -------- -------- --------
Zotefoams T-FIT Material Technology
(Kunshan) Limited 2,993 2,402 - -
----------------------------------------- -------- -------- -------- --------
Zotefoams Poland Sp. z.o.o. 304 523 - -
----------------------------------------- -------- -------- -------- --------
Zotefoams France SAS (39) (30) - -
----------------------------------------- -------- -------- -------- --------
T-FIT Insulation Solutions India Private
Limited 253 379 - -
----------------------------------------- -------- -------- -------- --------
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