RNS Number : 2794R
Volex PLC
26 June 2015



Volex plc

Publication and posting of Annual Report and Accounts 2015

& Notification of Annual General Meeting

Volex plc (the 'Company'), the global provider of power and data cabling solutions, announces that it has posted to shareholders its Annual Report and Accounts 2015 (the 'Annual Report') and the Notice of Annual General Meeting, which is to be held at 10 Eastbourne Terrace, London W2 6LG on 24 July 2015 at 10.00 a.m. (the 'AGM'), together with a Form of Proxy for use in connection with the AGM.

A copy of the Annual Report and Form of Proxy is available on the Company's website, www.volex.com and has also been submitted to the UK Listing Authority's National Storage Mechanism and will shortly be available at www.hemscott.com/nsm.do.

In compliance with the Disclosure and Transparency Rules (DTR) 6.3.5, the following information is extracted from the Annual Report and should be read in conjunction with the Company's Preliminary Announcement issued on 11 June 2015, both of which can be viewed at www.volex.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 Annual Report in full and page numbers and cross-references in the extracted information below refer to page numbers and cross-references in the Annual Report.

Statement of the Directors' responsibilities

The following statement is repeated here solely for the purpose of complying with DTR 6.3.5. This statement relates to, and is extracted from, page 54 of the Annual Report. Responsibility is for the full Annual Report not the extracted information presented in this announcement or the Preliminary Results Announcement.

The Directors of Volex plc (the 'Company') are responsible for preparing the Annual Report, the Directors' remuneration report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group and parent Company financial statements in accordance with International Financial Reporting Standards ('IFRSs') as adopted by the European Union. In preparing these financial statements, the Directors have also elected to comply with IFRSs, issued by the International Accounting Standards Board ('IASB'). 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 the Company and of the profit or loss of the Company and Group for that period. In preparing these financial statements, the Directors are required to:

• Select suitable accounting policies and then apply them consistently;

• Make judgements and accounting estimates that are reasonable and prudent;

• State whether applicable IFRSs as adopted by the European Union and IFRSs issued by IASB have been followed, subject to any material departures disclosed and explained in the financial statements; and

• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements and the Directors' remuneration report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.

Each of the Directors, whose names and functions are listed on pages 28 and 29, confirm that, to the best of their knowledge:

The Group and Company financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group;

The Strategic Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces; and

The Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group's performance, business model and strategy.

Principal Risks

A description of the principal risks that the Company faces is extracted from pages 22 to 24 of the Annual Report.

The table below summarises the Group's principal risks and how they are managed centrally. The Board considers these the most significant risks that could materially affect the Group's financial condition, performance, strategies and prospects. The risks listed do not comprise all risks faced by the Group and are not set out in any order of priority. Additional risks not presently known to management, or currently deemed to be less material, may also have an adverse effect on the business.

Risk

Possible impact

Mitigation activities

Strategic

Customer Concentration

A large portion of the Group's revenue is derived from a small number of large customer accounts. Hence, the Group's performance, financial condition and future prospects may be significantly impacted if allocation on a key customer account is reduced or lost or a key customer weakens its competitive position in the industry fields relevant to the Group.

The Group's top ten customers accounted for 68% (with no change from previous year) of total revenue. At a divisional level, the top ten customers' revenue for Data and Power divisions accounted for 84% and 73% respectively.

The Group's largest customer accounted for 27% of total revenue, representing a 4% increase from the previous year.

The Group continues to strengthen strategic relationships with key customers through dedicated global account teams. Alliances are built through partnering customers in their product design, placing focus on technical alignment.

Whilst the Group strengthens existing customer relationships, the Group actively takes steps to acquire new customers and develop new products.

The Group's diversification of business between the two divisions and across geographical regions mitigates exposure to any one country or sector.

Customer alignment

The Group's business is responsive to changes in customer design, manufacturing strategies and demand forecast, all of which impacts the Group's manufacturing activities and inventory levels.

Without aligning with customer requirements, flaws in product design, manufacturing process and demand forecasting may result in product quality or safety issues, production inefficiencies and holding excess inventory.

Failure to understand customers' needs and/or align with customers may have an adverse effect on the Group's revenues, operations and prospects.

The Group continues to partner its key customers and suppliers in product development, anticipating changes in technology and product design requirements.

Major customer and operation scorecards are developed and regularly reviewed.

High levels of quality assurance are embedded in our manufacturing activities.

At operational level, the Group works closely with customers to ensure that their demand forecasting is appropriate to market conditions.

Competition and pricing pressures

The Group operates in highly competitive markets. Increased competition and pricing pressures from customers may lead to reduced sales and profit margins, potentially impacting future growth, cash flow and profitability.

The Group seeks to remain competitive by managing costs within the supply chain and increasing productivity in the manufacturing process.


The Group continues its strategy of early design involvement with customers and supporting customers in product development.

The Group regularly reviews the competitive environment in which it operates.

Operational

Supplier dependency

Despite efforts in the past years to reduce this risk, the Group still remains heavily reliant on single-source suppliers for key materials or critical components. The suppliers' inability to meet our standards such as quality, reliability, demand and cost reductions may result in our inability to provide the same level of standards to our customers.

As the Group's ability to compete on price is highly dependent on reducing costs within its supply chain, failure to develop alternate sourcing may result in lost opportunities and erosion of margins.

The Group continues to develop alternate supply of raw materials and critical components through dual or multi-sourcing locally.

Divisional procurement functions were established during the year. The new structure plays a significant role in supporting the procurement strategy and driving operational excellence.

Financial and operational viability of key suppliers are monitored periodically. The Group's inventory levels are closely monitored to ensure that they are appropriate to market conditions and availability in times of production volatility.

Supply chain and business continuity

The Group's supply chain network is potentially exposed to adverse events such as physical disruptions resulting from environmental events or industrial accidents, and scarcity of supply or bankruptcy of a key supplier.

A temporary or permanent loss of a manufacturing facility or warehouse as a result of a natural catastrophe or any other reason may have a material adverse impact on our ability to meet our customers' delivery schedule.

Consequently, the Group may incur penalties as a result of late delivery, reducing margins by incurring additional costs associated with late remedial actions or loss of market share.

The Group may also be affected by the social, economic, regulatory and political conditions in the countries where it operates, particularly in developing countries.

The Group regularly evaluates its key manufacturing sites and takes actions to develop alternate back-up sites. The current global footprint provides an element of natural diversification against political or geographic disruptions.

Business continuity and crisis management plans are in place and tested periodically.

The Group holds a comprehensive insurance programme that includes coverage for property damage and business interruption, amongst other areas.

Compliance

Compliance with legislation and regulations

As the Group operates in diverse global markets, it is subject to a wide range of legal and regulatory frameworks. In particular, the Group operates in certain territories where strong ethical standards may not be well established or where parts of the markets in which we operate are highly regulated.

Regulations include those related to export controls, health, environmental and safety requirements, product safety, tax laws and ethical business practices including anti-bribery and corruption.

Non-compliance may expose the Group to fines, penalties, reputational damage or restriction on our business's ability to operate.

Regular monitoring of legal and regulatory developments is conducted at Group, division and site level. Consultation with external advisors is sought where necessary.

Group-wide general compliance and governance policies are in place to ensure compliance with local laws, regulations and standards.

During the year, a new Anti-Bribery & Anti-Corruption Policy was rolled out. As part of the rollout, an independent whistle-blowing hotline was established, communicated, and training provided to employees globally.

Financial

Going concern

The Group has a $45 million multi-currency revolving credit facility extended to June 2017. The facility is subject to a quarterly assessment of two financial covenants, namely the leverage covenant and interest covenant.

Whilst the Group's forecasts have indicated that both covenants will be met, any unforeseen downturn may result in failure to meet the covenant test. Consequently, this may result in an 'event of default' where immediate repayment is requested.

The Group reviews its performance against budget to ensure that funding is balanced against economic results.

The Group continues to maintain an open and transparent dialogue with the facility providers to ensure that they are well aware of the developments in the business.

The Group's forecasts indicate that it will meet the covenant tests under the facility. If performance was not in line with the forecast, the Group has a number of mitigating actions that could be implemented.

Foreign exchange fluctuations

Due to the global nature of operations, the Group is exposed to volatility in the foreign exchange market and foreign exchange fluctuations may have a material impact on the reported results.

The Group is exposed to currency transactional risk relating to day-to-day sales and purchases with customers and suppliers. Reported results of overseas subsidiaries are subject to translational risk which may cause volatility in earnings and balance sheet.

The Group's financial results may be impacted by the fluctuation of the US Dollar against foreign currencies, exchange rate controls or regulatory restrictions on transfers of funds.

The Group Treasury Policy Statement sets out procedures on exchange rate risk management.

Billing currencies have been adjusted to achieve a higher level of natural hedging where possible.

In order to minimise foreign exchange fluctuations in the income statement of the Group, drawdowns on the senior credit facility in currencies other than the functional currency of the drawing entity will be treated where possible as a net investment hedge.

Copper price volatility

Many of the Group's products, particularly in the Power division, are manufactured from wire components that contain significant amounts of copper. Wire components accounted for 51% of the Group's purchases.

Where possible, copper price movements are passed on to customers. However, not all customers accept these pricing changes leaving the Group exposed to the movements in the copper price.

Even when movements are passed on to customers, delays in passing through these movements can cause short term volatility in the Group's gross margins.

The Group adopts a copper hedging policy which was agreed by the Board and documented in the Group Copper Hedging Policy. This document sets out the guidelines and parameters within which copper hedging contracts are placed. These forward copper purchase contracts extend out 12 months and are refreshed on a rolling monthly basis.

To minimise short term volatility, contracts with major suppliers include a clause that ensures that copper prices are fixed based on the average LME rate over the prior period.

Customer contracts covering approximately 20% of Power revenues include clauses which ensure that the prices are adjusted on a quarterly basis to align with the changes in supplier contracts. For the remaining exposure, suitable hedging contracts are put in place in accordance with Group policy.

For further information please contact:

Volex plc

Christoph Eisenhardt, Chief Executive Officer +44 (0)20 3370 8830

Nicole Pask, General Counsel and Company Secretary +44 (0)20 3370 8830


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