TIDMTYMN

RNS Number : 7276V

Tyman PLC

16 April 2021

TYMAN PLC

("Tyman" or the "Group")

2020 Annual Report & Accounts and 2021 Annual General Meeting (the "AGM")

Tyman plc, a leading international supplier of engineered components and access solutions to the construction industry, announces that the Annual Report & Accounts for the year ended 31 December 2020 ("2020 Annual Report") and the Notice of 2021 AGM ("Notice of Meeting"),which will be held on 20 May 2021, have been posted or otherwise made available to shareholders today.

In accordance with LR 9.6.1R, electronic copies of each of these documents have been submitted to the National Storage Mechanism via the Electronic Submission System and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

The 2020 Annual Report and Notice of Meeting may also be viewed on the Group's website at www.tymanplc.com .

The Company's preliminary results announcement published on 4 March 2021 included, in addition to the preliminary financial results, the text of the Chief Executive's review (including the Divisional reviews) and Chief Financial Officer's review, in each case as contained in the 2020 Annual Report.

The appendix to this announcement sets out the disclosures required pursuant to Disclosure & Transparency Rule 6.3.5R(2), namely the Directors' Responsibility Statement, Principal Risks and Uncertainties, and Related Party Transactions, in each case as contained in the 2020 Annual Report. This information is not a substitute for reading the full 2020 Annual Report.

Enquiries:

 
 Tyman plc                                            020 7976 8000 
 Peter Ho - General Counsel & Company Secretary    www.tymanplc.com 
 
 

16 April 2021

APPIX

Directors' Responsibility Statement

The Directors consider that the 2020 Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's and the Company's position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Annual report and Accounts, confirms that, to the best of their knowledge:

-- the Company financial statements, which have been prepared in accordance with UK GAAP, give a true and fair view of the assets, liabilities, financial position and profit of the Company;

-- the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the European Union and applicable law, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and

-- the Directors' report includes a fair review of the development and performance of the business and the position of the Group and the Company, together with a description of the principal risks and uncertainties that the Group faces.

Principal Risks and Uncertainties

 
 Risk                   Risk description            Mitigation                                                    Changes since 
                                                                                                                  last Annual 
                                                                                                                  report 
 1. Business            The occurrence of an        The Group has proactively                                     The most 
 interruption           event that may lead to       managed its response                                         significant 
 (including pandemic)   a significant business,      to the COVID-19 pandemic                                     impact 
                        supply chain or market       throughout the year including                                throughout the 
 Trend after            interruption. This           extensive health measures                                    year has been 
 mitigation             includes                     at operations; temporary                                     the global 
 Same                   events such as natural       cost control measures;                                       impact of the 
 Link to strategy       disasters, pandemics         ongoing review of demand                                     COVID-19 
 Market expansion,      (including COVID-19),        and production levels,                                       pandemic, 
 sustainable            significant IT               regular review of supply                                     which was 
 growth, engaged        interruption,                chain ability to supply;                                     reported 
 people,                the loss of an operating     reviewing stock levels                                       as a watchlist 
 positive impact        location or geo-political    and responding; increased                                    risk in 
                        events including             contact with remote working                                  the last 
                        significant                  team members and weekly                                      Annual report 
                        changes in trading           COVID-19 case reviews.                                       and then added 
                        relationships                More broadly the Group                                       to the 
                        such as Brexit or            reviews business continuity                                  Group's 
                        US/China                     management, IT disaster                                      principal 
                        trade developments. This     recovery, IT security                                        risks 
                        results in an inability      as appropriate throughout                                    at the half 
                        to operate or meet           the year. The Group also                                     year. Given 
                        customer                     ensures appropriate insurance                                the duration, 
                        demand, a reduction in       cover is maintained.                                         uncertainty 
                        market demand or poses                                                                    and widespread 
                        a health risk to                                                                          impact 
                        employees.                                                                                of COVID-19, 
                                                                                                                  this risk 
                                                                                                                  has been 
                                                                                                                  updated to a 
                                                                                                                  broader 
                                                                                                                  business 
                                                                                                                  interruption 
                                                                                                                  risk. 
 
                                                                                                                  Risk 
                                                                                                                  assessment 
                                                                                                                  High 
                       --------------------------  ------------------------------------------------------------  --------------- 
 2. Market conditions   Demand in the building      Whilst there is a high                                        Markets have 
                        products sector is           degree of economic uncertainty,                              been disrupted 
 Trend after            dependent                    in previous cyclical                                         throughout the 
 mitigation             on levels of activity        downturns Tyman has proved                                   year, 
 Same                   in new construction and      effective in responding                                      predominantly 
 Link to strategy       RMI markets. This demand     to events through:                                           in H1 due 
 Sustainable growth     is cyclical and can be                                                                    to COVID-19. 
                        unpredictable and the         *    monitoring of market conditions and macroeconomic      The majority 
                        Group has low visibility           trends through both annual strategic planning          of the Group's 
                        of future orders from              processes and regular performance / forecasting        core markets 
                        its customers.                     reviews;                                               have rebounded 
                                                                                                                  strongly 
                                                                                                                  throughout H2 
                                                      *    maintaining appropriate headroom and tenor in the      with leading 
                                                           Group's available borrowing facilities;                indicators 
                                                                                                                  remaining 
                                                                                                                  positive. 
                                                      *    its geographic spread providing a degree of market     There remains 
                                                           diversification;                                       uncertainty 
                                                                                                                  over medium 
                                                                                                                  to long-term 
                                                      *    the ability to flex the Group's cost base in line      market 
                                                           with demand.                                           conditions 
                                                                                                                  due to wider 
                                                                                                                  macroeconomic 
                                                     As part of its process                                       conditions. 
                                                     for assessing the ongoing                                    Risk 
                                                     viability of the Group,                                      assessment 
                                                     the Board regularly stress                                   Medium 
                                                     tests Tyman's financial 
                                                     and cash flow forecasts 
                                                     over both a short- and 
                                                     medium-term horizon. 
                       --------------------------  ------------------------------------------------------------  --------------- 
 3. Loss of             Loss of competitive         Some of the Group's markets                                   The overall 
 competitive            advantage                    are relatively concentrated                                  risk from 
 advantage              may adversely affect         with two or three key                                        loss of 
                        the Group financial          players, while others                                        competitive 
 Trend after            performance                  are highly fragmented                                        advantage 
 mitigation             or reputation in the         and offer significant                                        across Tyman's 
 Same                   short to medium term.        opportunities for consolidation                              global 
 Link to strategy       The Group's ability to       and penetration.                                             portfolio 
 Sustainable growth,    maintain its competitive     Tyman continues to differentiate                             remains 
 market                 advantage is based on        itself through its wide                                      stable. 
 expansion              a wide range of factors      range of products, its                                       The disruption 
                        including the strength       focus on customer service                                    caused 
                        of the Group's brands,       including technical support,                                 by COVID-19 
                        the breadth and depth        its geographical coverage,                                   has put 
                        of our portfolio, the        innovation capabilities                                      pressure 
                        level of quality and         and the reputation of                                        on service 
                        innovation reflected         its brands. The Group                                        levels across 
                        in our products, our         monitors the status of                                       the industry. 
                        supply chain flexibility,    our competitive advantage                                    The 
                        excellent customer           through feedback from                                        flexibility 
                        service                      customers and close review                                   of the Group's 
                        and technical support,       of the market positioning                                    manufacturing 
                        and the depth of customer    of our products.                                             footprint 
                        relationships we nurture,    The Group aims to minimise                                   allowed it 
                        all supported by fair        the impact of competitve                                     to respond 
                        and competitive pricing.     pricing pressures by                                         quickly to 
                        Failure to perform on        competitors through margin                                   closure of 
                        any one of these aspects     expansion activities                                         certain 
                        may lead to erosion of       including continual sourcing                                 facilities, 
                        competitive advantage        review, innovation and                                       delivering 
                        over time, and in turn       value engineering, as                                        better service 
                        to loss of customers         well as building long-term                                   levels than 
                        to competition.              relationships with its                                       some 
                                                     customers based on value                                     competitors 
                                                     creation, quality, service                                   and enabling 
                                                     and technical support.                                       the Group 
                                                                                                                  to take market 
                                                                                                                  share. 
                                                                                                                  Risk 
                                                                                                                  assessment 
                                                                                                                  Medium 
                       --------------------------  ------------------------------------------------------------  --------------- 
 4. Foreign exchange    The Group operates          The Group denominates                                         Sterling 
 risk                   internationally              a proportion of its debt                                     exchange rates 
                        and is therefore exposed     in foreign currency to                                       remain 
 Trend after            to transactional and         align its exposure to                                        volatile and 
 mitigation             translational foreign        the translational balance                                    the 
 Same                   exchange movements in        sheet risks associated                                       Group 
 Link to strategy       currencies other than        with overseas subsidiaries.                                  continues to 
 Market expansion       sterling. In particular      Ancillary bank facilities                                    use 
                        the Group's translated       are utilised to manage                                       hedging to 
                        adjusted operating profit    the foreign exchange                                         mitigate some 
                        is impacted by the           transactional risks and                                      of this risk. 
                        sterling                     interest rate exposure                                       This risk 
                        exchange rate of the         through the use of derivative                                is regarded as 
                        US dollar and the euro.      financial instruments.                                       stable. 
                        In 2020, 74% of the          Where possible the Group                                     Risk 
                        Group's                      will recover the impact                                      assessment 
                        adjusted operating profit    of adverse exchange movements                                Medium 
                        was derived from North       on the cost of imported 
                        American operations which    products and materials 
                        are principally exposed      from customers. 
                        to the US dollar. The 
                        Group is also exposed 
                        to interest rate risks 
                        on its bank borrowings. 
                       --------------------------  ------------------------------------------------------------  --------------- 
 5. Liquidity and       The Group must maintain     The Group maintains adequate                                  During the 
 credit                 sufficient capital and       cash balances and credit                                     year, the 
 risks                  financial resources to       facilities with sufficient                                   Group has made 
                        finance its current          headroom and tenor to                                        good progress 
 Trend after            financial                    mitigate credit availability                                 in achieving 
 mitigation             obligations and fund         risk. The Group monitors                                     its new 
 Down                   the future needs of its      forecast and actual cash                                     medium-term 
 Link to strategy       growth strategy.             flows to match the maturity                                  leverage 
 Sustainable growth                                  profiles of financial                                        target of 1.0x 
                                                     assets and liabilities.                                      to 1.5x 
                                                     In the medium term the                                       adjusted 
                                                     Group aims to operate                                        EBITDA, 
                                                     within its revised target                                    finishing 
                                                     leverage range of 1.0x                                       the year at 
                                                     to 1.5x adjusted EBITDA.                                     1.1x. 
                                                                                                                  Risk 
                                                                                                                  assessment 
                                                                                                                  Low 
                       --------------------------  ------------------------------------------------------------  --------------- 
 6. Information         Information and data        The Group continues to                                        In August 
 security               systems are fundamental      develop and test disaster                                    2020, a Group 
                        to the successful            recovery plans for all                                       Head of IT was 
 Trend after            operation                    sites. The Group undertakes                                  appointed 
 mitigation             of Tyman's businesses.       regular penetration testing                                  with 
 Same                   The Group's digital          of data systems and maintains                                responsibility 
 Link to strategy       assets                       up-to-date versions of                                       for 
 Market expansion,      are under increasing         software and firewalls.                                      the Group's 
 sustainable            risk from hacking,           The Group periodically                                       information 
 growth, engaged        viruses                      reviews and improves                                         security 
 people                 and 'phishing' threats.      IT system controls.                                          policies and 
                        Sensitive employee,                                                                       controls. 
                        customer,                                                                                 Training and 
                        banking and other data                                                                    IT controls 
                        may be stolen and                                                                         improvements 
                        distributed                                                                               have continued 
                        or used illegally. GDPR                                                                   to be 
                        increases the cost of                                                                     implemented 
                        any failure to protect                                                                    during the 
                        the Group's digital                                                                       year. 
                        assets.                                                                                   Risk 
                                                                                                                  assessment 
                                                                                                                  High 
                       --------------------------  ------------------------------------------------------------  --------------- 
 7. Raw material        Raw materials used in       The Group continues to                                        The Group has 
 costs                  the Group's businesses       invest in and improve                                        been 
 and supply chain       include commodities that     its sourcing and procurement                                 successful 
 failures               experience price             capability with dedicated                                    at recovering 
                        volatility                   supply chain resources.                                      input cost 
 Trend after            (such as oil derivatives,    The Group manages supply                                     inflation and 
 mitigation             steel, aluminium and         chain risk through developing                                foreign 
 Up                     zinc). The Group's           strong long-term relationships                               exchange 
 Link to strategy       ability                      with its key suppliers,                                      volatility. 
 Market expansion,      to meet customer demands     regular risk assessment                                      The Group 
 sustainable            depends on obtaining         and audit of suppliers                                       continues to 
 growth                 timely supplies of           including logistics providers,                               proactively 
                        high-quality                 review of make or buy                                        manage supply 
                        components and raw           strategies, dual-sourcing                                    chain risks, 
                        materials                    where appropriate and                                        with current 
                        on competitive terms.        maintaining adequate                                         focus in 
                        Products or raw materials    safety stocks throughout                                     particular on 
                        may become unavailable       the supply chain. Where                                      global 
                        from a supplier due to       commodity and other material                                 shipping 
                        events beyond the Group's    cost increases materialise,                                  bottlenecks 
                        control.                     the Group seeks to recover                                   and UK/EU 
                                                     the incremental cost                                         supply chain 
                                                     through active price                                         disruption. 
                                                     management.                                                  Risk 
                                                                                                                  assessment 
                                                                                                                  Medium 
                       --------------------------  ------------------------------------------------------------  --------------- 
 8. Key executives      The Group's future          The Group mitigates the                                       Significant 
 and                    success                      risk of losing key personnel                                 attention 
 personnel              is substantially             through robust succession                                    has been paid 
                        dependent                    planning, strong recruitment                                 to employee 
 Trend after            on the continued services    processes, employee engagement                               wellbeing and 
 mitigation             and performance of its       and retention initiatives,                                   engagement 
 Same                   senior management and        and long-term management                                     through the 
 Link to strategy       its ability to continue      incentives.                                                  COVID-19 
 Sustainable growth,    to attract and retain                                                                     pandemic, 
 engaged                highly skilled and                                                                        recognising 
 people                 qualified                                                                                 the additional 
                        personnel at Group,                                                                       strains 
                        divisional                                                                                this has put 
                        and site level.                                                                           on our 
                                                                                                                  workforce 
                                                                                                                  and in 
                                                                                                                  particular on 
                                                                                                                  management 
                                                                                                                  teams. 
                                                                                                                  Risk 
                                                                                                                  assessment 
                                                                                                                  Low 
                       --------------------------  ------------------------------------------------------------  --------------- 
 9. Compliance with     A lack of understanding     Key mitigations include:                                      Whilst added 
 laws                   or non-compliance with                                                                    as a Group 
 and regulations        laws and regulations         *    A comprehensive and engaging Code of Business Ethics    principal 
                        in any jurisdiction in            and associated training                                 risk, there 
 Trend after            which the Group operates                                                                  is no 
 mitigation             could lead to significant                                                                 year-on-year 
 Same                   financial penalty and/or     *    Supporting policies and standards that set out the      change 
 Link to strategy       severe damage to the              compliance requirements in detail                       in the level 
 Market expansion,      Group's reputation. Legal                                                                 of unmitigated 
 sustainable            and regulatory                                                                            risk. A Group 
 growth, engaged        requirements                 *    A group-wide 'SpeakUp' whistleblowing mechanism         General 
 people,                can be complex and are                                                                    Counsel was 
 positive impact        constantly evolving,                                                                      appointed 
                        requiring ongoing            *    Risk framework to identify, assess and monitor          for the first 
                        monitoring                        business and compliance risks                           time in 
                        and training.                                                                             2020. The 
                                                                                                                  General 
                                                     *    Specific legal and compliance matters reviewed by the   Counsel 
                                                          Group General Counsel as required                       led a process 
                                                                                                                  to develop 
                                                                                                                  a new Code of 
                                                                                                                  Business 
                                                                                                                  Ethics which 
                                                                                                                  will be 
                                                                                                                  deployed in a 
                                                                                                                  series 
                                                                                                                  of discussion 
                                                                                                                  sessions 
                                                                                                                  to all 
                                                                                                                  employees in 
                                                                                                                  H1 
                                                                                                                  2021. 
                                                                                                                  Risk 
                                                                                                                  assessment 
                                                                                                                  Low 
                       --------------------------  ------------------------------------------------------------  --------------- 
 10. Execution of       The Group has a range       Oversight mechanisms                                          Whilst added 
 major                   of change management        to track the progress                                        as a Group 
 programmes              programmes and strategic    of all strategic programmes                                  principal risk 
                         initiatives underway        takes place on a monthly                                     there 
 Trend after             to support our 'Focus,      basis at Group and divisional                                remains no 
 mitigation              Define, Grow' Strategy.     levels. In addition,                                         year-on-year 
 Same                    Failure to effectively      each programme has established                               change in the 
 Link to strategy        execute these programmes    project governance disciplines                               level of 
 Market expansion,       could adversely affect      in place including project                                   unmitigated 
 sustainable             the Group's ability to      managers for each programme.                                 risk. 
 growth, engaged         deliver on key elements                                                                  Risk 
 people,                 of our strategy.                                                                         assessment 
 positive impact                                                                                                  Medium 
                       --------------------------  ------------------------------------------------------------  --------------- 
 

Related Party Transactions

The following transactions were carried out with related parties of Tyman plc (please see Note 30, on page 174 of the 2020 Annual Report):

Subsidiaries

Transactions between the Company and its subsidiaries, which are related parties, are eliminated on consolidation. There were no transactions between the Company and its subsidiaries made during the year other than intercompany loans.

Key management compensation

The Group considers its Directors to be the key management personnel. Compensation for Directors who have the sole responsibility for planning, directing and controlling the Group are set out in the Remuneration report on pages 100 to 121.

Full details of individual Directors' remuneration are given in the Remuneration report on page 105.

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