TIDMVSVS
RNS Number : 6429J
Vesuvius plc
14 April 2020
Annual Financial Report
14 April 2020
Vesuvius plc
Annual Report and Accounts 31 December 2019
Vesuvius plc today posted its 2019 Annual Report and Accounts
(the 'Annual Report') and 2020 Notice of Annual General Meeting to
those shareholders who have requested them and they are available
on Vesuvius' website at:
https://report2019.vesuvius.com
and at
https://www.vesuvius.com/en/investors/shareholder-information/shareholder--meetings.html
In accordance with Listing Rule 9.6.1, Vesuvius plc will shortly
be submitting its Annual Report and other shareholder documents to
the National Storage Mechanism. These documents should then be
available for inspection within two working days at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
COVID-19
The Annual General Meeting of Vesuvius plc is due to be held at
165 Fleet Street, London EC4A 2AE on Wednesday 13 May 2020 at
11.00am. There remains great uncertainty about the impact that the
COVID-19 pandemic will have on activities during the next few
months. At the time of posting the UK Government has enacted
compulsory measures prohibiting, amongst other things, public
gatherings of more than two people. If these measures remain in
force on the date of the AGM then Shareholders will not be able to
attend the meeting in person, and anyone attempting to do so will
be refused entry. We strongly encourage you to use your proxy vote
this year. We will not be holding the meeting in our usual format.
We will have the minimum number of people present and plan to
complete the meeting as quickly as possible.
Any Shareholder wishing to submit a question to the AGM, is
encouraged to do so in advance of the meeting via email (for this
purpose only) to shareholder.information@vesuvius.com. A transcript
of the meeting will be made available on the Company's website
alongside the results of the Shareholders' votes.
In the event that our AGM arrangements have to change, the
Company will place a notice on the Company's website. Shareholders
are advised to check the website: www.vesuvius.com for any such
notifications.
2019 Final Dividend
In light of the current business environment, the Company
announced on 6 April 2020 that the Board had decided to withdraw
its recommendation to pay the final dividend of 14.3 pence per
share announced with the publication of the full year 2019 results
and noted in the Annual Report. A resolution for the approval by
Shareholders of a final dividend for 2019 will consequently not be
put to a Shareholder vote at the AGM to be held on 13 May 2020, and
has been removed from the Notice of Meeting.
This announcement contains the directors' responsibility
statement as required for the purposes of compliance with DTR
6.3.5R (1) of the Disclosure and Transparency Rules. This
information is extracted, in full unedited text, from the Annual
Report. All the other information required by DTR 6.3.5 (1) was
contained within the preliminary announcement of Vesuvius' results
for the year ended 31 December 2019 released to the market on
Thursday 27 February 2020. As disclosed in the preliminary
announcement and in the 2019 Annual Report there are no related
party transactions requiring disclosure. These announcements are
not a substitute for reading the full Annual Report.
Enquiries:
Henry Knowles, General Counsel and Company
Secretary +44 (0) 20 7822 0000
Euan Drysdale, Group Head of Corporate
Finance +44 (0) 7584 641315
Pamela Antay, Head of Investor Relations +44 (0) 7827 802277
Appendix
Statement of Directors' Responsibilities in respect of the
Annual Report and Financial Statements
The Directors are responsible for preparing the Annual Report
and 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
International Financial Reporting Standards (IFRSs) as adopted by
the European Union and 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, 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 IFRSs as adopted by the
European Union have been followed for the Group Financial
Statements and United Kingdom Accounting Standards, comprising FRS
101, have been followed for the 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
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 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 and, as
regards the Group Financial Statements, Article 4 of the IAS
Regulation.
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.
Directors' confirmations
The Directors consider that the annual report and financial
statements, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to assess
the Group and Company's position and performance, business model
and strategy.
Each of the Directors, whose names and functions are listed
below, confirm that, to the best of their knowledge:
>> The Company Financial Statements, which have been
prepared in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards,
comprising FRS 101 Reduced Disclosure Framework, and applicable
law), 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,
give a true and fair view of the assets, liabilities, financial
position and profit of the Group
>> The Strategic Report includes a fair review of the
development and performance of the business and the position of the
Group and Company, together with a description of the principal
risks and uncertainties that it faces
The names and functions of the Directors of Vesuvius plc are as
follows:
John McDonough CBE Chairman
Patrick André Chief Executive
Guy Young Chief Financial Officer
Hock Goh Non-executive Director
Friederike Helfer Non-executive Director
Jane Hinkley Non-executive Director and
Chairman of the Remuneration
Committee
Douglas Hurt Non-executive Director,
Senior Independent Director
and
Chairman of the Audit Committee
Holly Koeppel Non-executive Director
On behalf of the Board
Guy Young
Chief Financial Officer
27 February 2020
Vesuvius plc, 165 Fleet Street, London EC4A 2AE
Registered in England and Wales No. 8217766
LEI: 213800ORZ521W585SY02
www.vesuvius.com
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END
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