REG - Zotefoams PLC - 2023 Annual Report & Notice of 2024 AGM

ZotefoamsAnnouncement

19/04/2024 07:00

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RNS Number : 1688L  Zotefoams PLC  19 April 2024

Zotefoams plc

(the 'Company' or the 'Group')

 

2023 Annual Report and Notice of the 2024 Annual General Meeting

 

19 April 2024 - The Company has published its 2023 Annual Report and the
Notice of the 2024 Annual General Meeting to be held at 675 Mitcham Road,
Croydon CR9 3AL on 22 May 2024 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 will be
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 2023 prepared using the single
     electronic reporting format specified in the TD ESEF Regulation, incorporating
     the Notice of the 2024 Annual General Meeting; and
 2.  Form of Proxy for the 2024 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 19
March 2024, 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 2023 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 2023 Annual Report.

 

A presentation open to all existing and potential shareholders will be given
after the AGM on 22 May 2024 at 11.30am on the Investor Meet Company platform:

https://www.investormeetcompany.com/zotefoams-plc/register-investor
(https://www.investormeetcompany.com/zotefoams-plc/register-investor) .

Investors who already follow Zotefoams plc on the Investor Meet Company
platform will automatically be invited.

 

 

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, Stilling, Denmark
(microcellular foam technology) and Jiangsu Province, China (T-FIT).

www.zotefoams.com (http://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 48 to 56.

 

Principal risks and uncertainties

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 47. This
framework enables us to monitor for any increase in likelihood or impact and
ensure that we have the appropriate mitigations in place. The details of our
principal risks and uncertainties and the key mitigating activities can be
found on pages 48 to 56. We are disclosing those risks and uncertainties that
we believe have the greatest impact in achieving our strategic objectives.

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 2023 and their immediate
relatives control approximately 1.3% (2022: 1.3%) of the voting shares of the
Company. Details of Directors' pay and remuneration are given in the
Directors' Remuneration report on pages 90 to 103. 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:

                                                               2023     2022

£'000
£'000
 Sale of goods: subsidiaries of the Company                    4,434    3,875
 Sale of services: subsidiaries of the Company                 2,598    2,537
 Loans given (net of repayments): subsidiaries of the Company  (708)    (2,419)
 Interest income: subsidiaries of the Company                  1,302    657
 Sale of goods: joint venture of the Company                   2,944    3,444
 Sale of services: joint venture of the Company                368      232
 Total                                                         10,938   8,326

 

Balances between the Company and its active subsidiaries and joint venture are
as follows:

                                                        Receivable from/        Investment in

(payable to)
                                                        2023       2022         2023     2022

£'000
£'000
£'000
£'000
 Zotefoams Inc.                                         12,669                  -        -

                                                                   13,163
 Azote Asia Limited                                     1,000      1,304        -        -
 MuCell Extrusion LLC                                   7,904      6,511        -        -
 Zotefoams International Limited                        15,487     16,370       30,822   30,822
 Zotefoams T-FIT Material Technology (Kunshan) Limited  2,014      3,438        -        -
 Zotefoams Poland Sp. z.o.o.                            1,190      291          -        -
 Zotefoams France SAS                                   (73)       (59)         -        -
 T-FIT Insulation Solutions India Private Limited       -          75           -        -

 

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