REG - TI Fluid Systems PLC - Annual Report and Accounts and AGM

TI Fluid SystemsAnnouncement

04/04/2024 07:00

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RNS Number : 1970J  TI Fluid Systems PLC  04 April 2024

4 April 2024

 

TI Fluid Systems plc

(the "Company")

 

Annual Report and Accounts 2023, Sustainability Report 2023, and Annual
General Meeting 2024

The Company announces that today it has released the below listed documents:

 

·    Annual Report and Accounts for the financial year ended 31 December
2023 ('Annual Report and Accounts 2023')

·    Sustainability Report for 2023

·    Notice of the Annual General Meeting 2024 ('AGM')

·    Form of Proxy for the AGM

 

In accordance with Listing Rule 9.6.1, the Annual Report and Accounts 2023 and
AGM documents have been submitted to the National Storage Mechanism and will
shortly be available for inspection at the National Storage Mechanism ('NSM')
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and on the Company's
website at www.tifluidsystems.com (http://www.tifluidsystems.com) .

 

The AGM is scheduled to be held at 9 am on Tuesday 14 May 2024 at the offices
of Latham & Watkins (London) LLP, 99 Bishopsgate, London EC2M 3XF.
Shareholder registration will be available from 8.30 am.

 

As announced on 12 March 2024, the Board intends to recommend a final dividend
of 4.53 Euro cents per share amounting to €23.2 million. Subject to
shareholder approval at the AGM on 14 May 2024, the final dividend will be
paid on 21 June 2024 to those on the register at the close of business on 24
May 2024, the Dividend Record Date, and will be converted to Sterling at a
fixed rate on the same day.

 

Enquiries:

TI Fluid Systems plc

Kellie McAvoy

Investor Relations

Tel: +44 7354 846374

 

Headland Consultancy

Matt Denham/Chloe Francklin

Tel: +44 (0)20 3805 4822

 

About TI Fluid Systems plc

TI Fluid Systems is a global innovator of thermal and fluid system solutions
for the full range of current and developing vehicle architectures. Serving
all major automotive manufacturers, with more than 100 years of automotive
supply experience; TI Fluid Systems operates across 27 countries with a
commitment to improving efficiency, performance and sustainability worldwide.
To find out more about TI Fluid Systems, visit www.tifluidsystems.com
(http://www.tifluidsystems.com/) .

 

Appendix

The information below, which is extracted from the Annual Report and Accounts
2023, is included solely for the purpose of complying with DTR 6.3.5 and the
requirements it imposes on issuers as to how to make public annual financial
reports. It should be read in conjunction with the Company's preliminary
results announcement released on 12 March 2024. This announcement is not a
substitute for reading the full Annual Report and Accounts 2023. Page, note
and section references in the text below refer to page numbers, note and
section references in the Annual Report and Accounts 2023.

 

Statement of Directors' responsibilities in respect of the financial
statements

 

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
financial statements in accordance with UK-adopted international accounting
standards and the parent Company financial statements in accordance with
United Kingdom Generally Accepted Accounting Practice (United Kingdom
Accounting Standards, comprising FRS 101 'Reduced Disclosure Framework', and
applicable law).

Under Company law, 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 parent Company and of the profit or loss of the Group 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 for the Group financial statements and United
Kingdom Accounting Standards, comprising FRS 101 have been followed for the
parent 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

•    prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Group and parent Company will continue
in business

The Directors are responsible for safeguarding the assets of the Group and
parent Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting records
that are sufficient to show and explain the Group's and parent Company's
transactions and disclose with reasonable accuracy at any time the financial
position of the Group and parent 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
information included on the parent Company's website. Legislation in the
United Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.

Directors' confirmations

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 Group's and parent Company's position and
performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Board of
Directors section of this report, confirm that, to the best of their
knowledge:

•    the Group 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

•    the parent Company financial statements, which have been prepared in
accordance with United Kingdom Accounting Standards, comprising FRS 101, give
a true and fair view of the assets, liabilities and financial position of the
parent Company

•    the Strategic report includes a fair review of the development and
performance of the business and the position of the Group and parent Company,
together with a description of the principal risks and uncertainties that it
faces

This responsibility statement was approved by the Board of Directors on 11
March 2024 and is signed on its behalf:

By order of the Board

Hans Dieltjens, Chief Executive Officer and President

Alexander De Bock, Chief Financial Officer

 

Principal risks and uncertainties

Operating in an increasingly risky and uncertain environment, the Group's
global operations continue to be exposed to a number of risks, which could,
either on their own, or in combination with others, have an adverse impact on
the Group's results, strategy, business performance and reputation, which, in
turn, could impact upon shareholder returns and the wider stakeholders. The
following section highlights the most significant risks that may affect the
Group's ability to deliver the strategy, as set out on pages 20-21.

The management and mitigation strategy, described in the principal risks
section below, seeks to reduce the impact or likelihood of a major risk
occurring. The Board also recognises there could be risks that may be unknown,
or that may be judged to be insignificant at present but may later prove to be
significant.

2023 has seen a confluence of significant challenges that threaten to disrupt
the macro environment. These challenges are multifaceted, stemming from a
complex interplay of global and geopolitical events, economic headwinds, and
technological shifts. These, which include the ongoing war in Ukraine and
other geopolitical events, continuing supply chain challenges, and evolution
in the trends of electrification, have created a volatile and uncertain
environment for the automotive ecosystem. Navigating inflationary pressures,
resource shortages, and evolving dynamics amongst the market players further
complicates the landscape.

The recent conflict in the Middle East reinforces the increasing prominence of
risk relating to geopolitical tensions and its increasing potential impact on
the global economy. The growing economic and trade tensions between countries
could also have significant ramifications for the automotive industry in
relation to access to market, supply chain and regulatory environment.

The risk of economic challenges, and even slowdown in major economies, will
have a direct impact on demand for vehicles, putting pressure on automotive
manufacturers and suppliers alike. 2023 has seen the changes in economic
environment of China impacting many sectors. Continuing regulatory change
further complicates the risk landscape, and is now a business constant that
arises across all aspects of the environmental, social and governance
spectrum.

The automotive supplier industry faces a complex and challenging landscape in
2024, whilst the increasing demand for electrified vehicles and the growing
adoption of advanced technologies such as autonomous driving and connectivity
offer significant growth potential. Navigating this uncertain landscape will
require agility, resilience, and a clear strategic vision in order to adapt to
changing market conditions and new technologies.

The Group remains vigilant to development in the macro environment, and the
management of resilience (such as our liquidity and pivoting to
electrification) is an important focus area during this time of heightening
volatility and uncertainty. With significant inflationary pressure across all
aspects of our operations, our ability to manage the impact of cost increases,
and to recover through pricing and efficiency, is critical. Furthermore,
climate change continues to drive the pace and potential severity of many of
the principal risks that are already being managed. Specifically, climate
change affects our technology and product-development risk as vehicle
electrification continues across the industry, broadening our business
continuity risk as we seek to transition to lower-carbon, more efficient
manufacturing operations and address physical risks to our facilities. As we
respond by actioning our Taking-the-Turn strategy, our technological agility
to develop and adapt our product offerings to meet the EV requirements of our
customers is critical. Vehicle electrification also results in a significant
impact on human resource management, as we need to ensure that the Group has
sufficient human resources with the appropriate skillset, such as product
design and development.

Emerging risks

In the environment of fast-paced changes in the risk landscape, the Board
recognises that an essential part of risk management is the ability to monitor
and respond to new and emerging risks. Alongside the principal risks, emerging
risks are identified and considered by the Board and the ERC.

As the Board continues to review and refine the Group's approach to vehicle
electrification, operational sustainability and talent development (all of
which are embodied in the Taking-the-Turn strategy) it has been conscious of
developments in strategic risks that may need to be considered, in addition to
those already identified as principal risks. For example, if the Group
chooses to address the need to enhance the Group's product capabilities other
than organically (for instance through significant mergers and acquisitions or
joint venture arrangements), this may necessitate additional resources and
expertise, and would naturally entail risks relating to management, execution
and value delivery.

The Board remains acutely aware of the changing market dynamics that will
continue to arise from climate change and the growing demand for EVs. The
Board feels that the Taking-the-Turn strategy will position the Group well to
respond positively to these market changes. The main direct impact of climate
change is incorporated within the principal risks, particularly the impact of
climate change regulation leading to electrification, and increasing
complexity of reporting requirements. However, it is recognised that increased
frequency of future climate-related risk events (severe storms, floods, rising
sea levels, etc.), and the transition to a low carbon economy, may also
adversely impact asset values and financial performance over time and, as
such, will continue to be monitored and mitigated where practical to do so.
Conversely the potential for delays in regulatory changes mandating
electrification of vehicles may extend the timelines for return on investments
in new technology, but expand opportunities for conventional ICE vehicles.

Climate change and sustainability issues also prompted increasing levels of
regulations and requirements, especially for listed companies. The use of
plastic within the Group's operation and increasing trend towards sustainable
supply chains are likely to become an area of increasing focus that will be
addressed as part of the Group's sustainability strategy.

The potential for further disruptive technologies, which may impact demand for
our products, trends toward in-housing of supply chain by customers and the
increasing global share of Chinese car manufacturers, may pose challenges as
well as opportunities for maintaining or deepening market penetration.

Management is cognisant of the potential impact generative artificial
intelligence may have on the labour force, as well as the need for enhanced
governance within operations and the IT infrastructure with regards to
protection of data, information and intellectual property.

Furthermore, with the challenging economic climate, the higher cost of
financing and the degree of investment in technology required to meet market
demand, management is carefully managing liquidity and monitoring changes in
refinancing requirements. The Group currently has a strong level of liquidity
and resilience in terms of long-term viability.

In the light of the process undertaken, the Board is satisfied that the
current year risk assessment has been sufficiently robust, and is of the view
that other than those reported on pages 42-55 of the Annual Report and
Accounts, there are no distinct risks that are material to the Group at the
date of this report.

 

Related Party Transactions

 

Related party transactions

At 31 December 2023, there is no ultimate controlling party of TI Fluid
Systems plc.

Transactions with Group companies

Balances and transactions between Group companies have been eliminated on
consolidation, and are not disclosed in this Note except for subsidiaries that
are not wholly owned. Transactions with those companies are made on the
Group's standard terms of trade.

The Group holds 97% of the shares in Bundy India Ltd. At 31 December 2023,
Bundy India Ltd had trade and loan receivables net of payables to other Group
undertakings amounting to €1.9 million (2022: €4.3 million) and made sales
within the Group during the year of €2.6 million (2022: €3.3 million).

Transactions with related parties

Alfmeier Prazision SE is an existing supplier of the Group and was acquired by
Gentherm Incorporated during the year 2022, a company in which Mr R Hundzinski
is a director. For the period for which Gentherm Incorporated was a related
party, the Group purchased goods amounting to €4.3 million (2022: €4.9
million). These goods were purchased on an arm's length basis.

During the year, Bain Capital, a significant shareholder of the Company,
charged the Company €0.02 million (2022: €0.8 million), which related to
passed through costs from a third-party provider.

No related party balances were outstanding at the year end (2022: €0.8
million).

END

 

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