REG - Zotefoams PLC - 2021 Annual Report and Notice of the 2022 AGM

ZotefoamsAnnouncement

25/04/2022 07:01

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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/annual-interim-reports/)

https://www.zotefoams.com/investors/agm/
(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
(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/
(http://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
(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® polyolefin and ZOTEK®
high-performance foams, Zotefoams sells to diverse markets worldwide.
Zotefoams uses its own cellular materials to manufacture T-FIT® 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® 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®, ZOTEK®, ReZorce® and T-FIT® 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

£'000
£'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 in

(payable to)
                                                        2021       2020           2021     2020

£'000
£'000
£'000
£'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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