TIDMZTF
RNS Number : 6298W
Zotefoams PLC
26 April 2021
Zotefoams plc
(the 'Company' or the 'Group')
2020 Annual Report, Notice of the 2021 Annual General Meeting
and Investors Presentation
26 April 2021 - The Company has published its 2020 Annual Report
and the Notice of the 2021 Annual General Meeting to be held at 675
Mitcham Road, Croydon CR9 3AL on 26 May 2021 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 2020,
incorporating the Notice of the 2021 Annual General Meeting;
and
2. Form of Proxy for the 2021 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 23 March 2021, 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 2020 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 2020 Annual Report.
In light of the COVID-19 pandemic and the UK Government's
current guidance regarding social distancing and the prohibition of
public gatherings, the arrangements and format of the Annual
General Meeting (AGM) have been altered this year in order to
protect the health and wellbeing of shareholders and other
attendees. Accordingly, the Company will make arrangements such
that the legal requirements to hold the AGM can be satisfied
through the attendance of a minimum number of people.
While it is with regret that shareholders are requested not to
attend the AGM, a separate presentation open to all existing and
potential shareholders will be held after the AGM on 26 May 2021 at
11.00am on the Investor Meet Company platform:
https://www.investormeetcompany.com/zotefoams-plc/register-investor
.
Investors who already follow Zotefoams plc on the Investor Meet
Company platform will automatically be invited.
In addition, new articles provisions are being proposed to allow
hybrid AGMs to be held in the future. The proposed provisions do
not allow solely virtual general meetings to be held and the
Company is committed, where possible in future, to hold physical
general meetings.
Shareholders are strongly encouraged to submit a proxy form
indicating their votes in accordance with the notes below and email
any question for the Board to investorinfo@zotefoams.com a minimum
of 48 hours prior to the AGM. The Board will do its best to answer
these questions either during, or immediately after, the AGM, by
email.
The Board continues to monitor the pandemic-affected situation
and will make any further announcement, if required, through the
release of a RNS and on the AGM page of the Company's website:
https://www.zotefoams.com/agm/ .
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 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.
Each of the Directors, whose names and functions are listed on
pages 60 and 61 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 36 to 42 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 36 to 42. 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 2020 and their
immediate relatives control approximately 1.1% (2019: 1.2%) of the
voting shares of the Company. Details of Directors' pay and
remuneration are given in the Remuneration report on pages 72 to
80. 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:
2020 2019
GBP'000 GBP'000
-------- --------
Sale of goods: subsidiaries of the Company 6,465 7,481
-------- --------
Sale of services: subsidiaries of the Company 760 1,636
---------------------------------------------- -------- --------
Loans given (net of repayments): subsidiaries
of the Company 8,606 15,683
---------------------------------------------- -------- --------
Interest income: subsidiaries of the Company 569 101
---------------------------------------------- -------- --------
Sale of goods: joint venture of the Company 2,155 3,112
---------------------------------------------- -------- --------
Sale of service: joint venture of the Company 407 813
---------------------------------------------- -------- --------
Total 18,962 28,826
---------------------------------------------- -------- --------
Balances between the Company and its active subsidiaries and
joint venture are as follows:
Receivable from/(payable
to) Investment in
-------------------------- ------------------
2020 2019 2020 2019
GBP'000 GBP'000 GBP'000 GBP'000
------------ ------------ -------- --------
Zotefoams Inc. 9,426 9,204 - -
------------ ------------ -------- --------
KZ Trading and Investment
Ltd 1,498 1,895 - -
------------ ------------ -------- --------
Azote Asia Limited 896 907 - -
------------ ------------ -------- --------
MuCell Extrusion LLC 3,424 96 - -
------------ ------------ -------- --------
Zotefoams International
Limited 15,087 14,317 30,822 30,576
------------ ------------ -------- --------
Zotefoams Operations Limited 76 1 - -
------------ ------------ -------- --------
Zotefoams T-Fit Material
Technology (Kunshan) Limited 2,402 22 - -
------------ ------------ -------- --------
Zotefoams Poland Sp. z.o.o. 523 809 - -
------------ ------------ -------- --------
Zotefoams France (30) - - -
------------------------------ ------------ ------------ -------- --------
T-Fit Insulation Solutions
India Private Limited 379 131 - -
------------------------------ ------------ ------------ -------- --------
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END
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April 26, 2021 10:16 ET (14:16 GMT)
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