TIDMRNO
RNS Number : 4586T
Renold PLC
15 November 2023
Renold plc
Interim results for the half year ended 30 September 2023
("Renold", the "Company" or, together with its subsidiaries, the
"Group")
Strategic and operational progress driving record earnings
growth
Renold (AIM: RNO), a leading international supplier of
industrial chains and related power transmission products,
announces its interim results for the six month period ended 30
September 2023.
Financial summary Half year ended
Change %
(Constant
30 September 30 September
GBPm 2023 2022 Change % currency)(1)
Revenue 125.3 116.3 +7.7% +10.7%
Adjusted operating profit(2) 15.0 9.6 +56.3% +59.4%
Return on sales(2) 12.0% 8.3% +370bps +360bps
Adjusted profit before tax(2) 11.3 7.3 +54.8%
Net debt(3) 28.3 34.0
Adjusted earnings per share(2) 3.8p 2.7p +40.7%
Additional statutory measures
Operating profit 16.2 8.8 +84.1%
Profit before tax 12.5 6.5 +92.3%
Basic earnings per share 4.4p 2.3p +91.3%
Financial highlights
-- Revenue up 7.7% (10.7% at constant exchange rates) to GBP125.3m
(2022: GBP116.3m) driven by strong improvement in Torque Transmission
("TT") activity levels and continued growth in Chain.
-- Adjusted operating profit up 56.3% (59.4% at constant exchange
rates) to GBP15.0m (2022: GBP9.6m).
-- Return on sales increased by 370bps, (360bps at constant exchange
rates) to 12.0% (2022: 8.3%).
-- Net debt as at 30 September 2023 of GBP28.3m (31 March 2023: GBP29.8m),
despite acquisition of Davidson Chain Pty ("Davidson") for GBP3.1m
in the period and deferred payment of GBP1.7m for Industrias YUK
S.A. ("YUK"). Net debt represented 0.7x rolling 12 months adjusted
EBITDA.
-- Adjusted EPS up 40.7% to 3.8p (2022: 2.7p).
-- IAS 19 pension deficit reduced by 15.3% to GBP52.7m (31 March
2023: GBP62.2m).
Business highlights
-- Good progress on productivity improvements, cost reduction programmes
and capital investment projects, accelerating the integration
of Group-wide supply chain and increasing operational capabilities.
-- Strong first half sales performance, despite normalisation in
order intake to GBP109.7m when compared to the prior H1 record
order intake of GBP124.1m.
-- Order book at 30 September 2023 of GBP83.6m, compared to prior
year's record high (30 September 2022: GBP99.0m) as the duration
of the order book shortened following normalisation of supply
chains this year.
-- Acquisition of Davidson for AU$6.0m, increasing the Group's access
to the Australian conveyor and adapted transmission chain markets.
The integration process is progressing well and the business is
performing in line with expectations.
-- GBP2.2m exceptional profit from the assignment of a lease for
a closed legacy site, resulting in a GBP0.7m per annum reduction
in ongoing leased property costs.
(1) See below for reconciliation of actual rate, constant
exchange rate and adjusted figures.
(2) See Note 12 for definitions of adjusted measures and the
differences to statutory measures.
(3) See Note 8 for a reconciliation of net debt which excludes
lease liabilities.
Robert Purcell, Chief Executive of Renold, said:
" I'm pleased to report continued progress which builds on the
momentum the Group has enjoyed in recent periods, delivering a
record half year result. Sales, margins, profits and cash
generation have all progressed well. Global markets continue to be
uncertain and we remain vigilant for changes in patterns of demand
beyond the current order book shortening. We are delighted with the
purchase of Davidson in Australia, which further builds our
inorganic growth strategy and we remain well positioned to continue
developing through acquisition. There remains uncertainty over the
implication of global economic pressures in the medium term,
however the Board is increasingly confident in delivering a result
for the current year ahead of previous market expectations."
Reconciliation of reported, constant exchange rate and adjusted
results
Revenue Operating profit Earnings per
share
--------------------- --------------------- ---------------------
H1 H1 H1 H1 H1 H1
2023/24 2022/23 2023/24 2022/23 2023/24 2022/23
GBPm GBPm GBPm GBPm pence pence
-------------------------------- ---------- --------- ---------- --------- ---------- ---------
Statutory at actual
exchange rates 125.3 116.3 16.2 8.8 4.4 2.3
Adjust for non-recurring
items:
Assignment of lease of
closed site - - (2.2) -
Acquisition and reorganisation
costs - - 0.5 0.6
Amortisation of acquired
intangible assets - - 0.5 0.2
-------------------------------- ---------- --------- ---------- --------- ---------- ---------
Adjusted at actual exchange
rates 125.3 116.3 15.0 9.6 3.8 2.7
Exchange impact 3.4 - 0.3 -
-------------------------------- ---------- --------- ---------- ---------
Adjusted at constant
exchange rates 128.7 116.3 15.3 9.6
-------------------------------- ---------- --------- ---------- ---------
Investor Presentation
The Company will conduct a live presentation and Q&A session
for investors at 5:30 pm GMT today, 15 November 2023. The
presentation is open to all existing and potential shareholders.
Those wishing to attend should register via the following link and
they will be provided with log in details:
https://us02web.zoom.us/webinar/register/WN_DwsvKoYLQumb8x1YZg-klw
There will be the opportunity for participants to ask questions
at the end of the presentation. Questions can also be emailed to
renold@investor-focus.co.uk ahead of the presentation.
ENQUIRIES:
Renold plc IFC Advisory Limited
Robert Purcell, Chief Executive Tim Metcalfe
Jim Haughey, Group Finance Director Graham Herring
renold@investor-focus.co.uk
0161 498 4500 020 3934 6630
Nominated Adviser and Joint Broker Joint Broker
Peel Hunt LLP Cavendish Capital Markets Limited
Mike Bell Ed Frisby (Corporate Finance)
Ed Allsopp Andrew Burdis / Harriet Ward
(ECM)
020 7418 8900 020 7220 0500
Cautionary statement regarding forward-looking statements
Some of the information in this document may contain projections
or other forward-looking statements regarding future events or the
future financial performance of Renold plc and its subsidiaries.
You can identify forward-looking statements by terms such as
"expect", "believe", "anticipate", "estimate", "intend", "will",
"could", "may" or "might", the negative of such terms or other
similar expressions. Renold plc (the Company) wishes to caution you
that these statements are only predictions and that actual events
or results may differ materially. The Company does not intend to
update these statements to reflect events and circumstances
occurring after the date hereof or to reflect the occurrence of
unanticipated events. Many factors could cause the actual results
to differ materially from those contained in projections or
forward-looking statements of the Group, including among others,
general economic conditions, the competitive environment as well as
many other risks specifically related to the Group and its
operations. Past performance of the Group cannot be relied on as a
guide to future performance.
NOTES FOR EDITORS
Renold is a global leader in the manufacture of industrial
chains and also manufactures a range of torque transmission
products which are sold throughout the world to a broad range of
original equipment manufacturers, distributors and end-users. The
Company has a reputation for quality that is recognised worldwide.
Its products are used in a wide variety of industries including
manufacturing, transportation, energy, metals and mining.
Further information about Renold can be found at:
www.renold.com
Certain information contained in this announcement would have
constituted inside information (as defined by Article 7 of
Regulation (EU) No 596/2014), as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018) ("MAR") prior
to its release as part of this announcement and is disclosed in
accordance with the Company's obligations under Article 17 of those
Regulations.
Chief Executive's statement
The Group's performance in the first six months of the year
continued to be strong, delivering an increase in revenues of 7.7%
to GBP125.3m (2022: GBP116.3m). At constant exchange rates,
revenues increased 10.7%. The TT division, which saw revenue
increase by 25.2%, has had an especially positive start to the
year, as the benefit of the long-term military contracts within
Couplings, along with increased capacity investments in Westfield,
our North American TT operation, has allowed the business to
capitalise on the current strong North American market.
Group adjusted operating profit increased by 56.3% to GBP15.0m
(2022: GBP9.6m) as the benefits of increased sales and prior year
productivity improvements translated into better financial results.
Return on sales increased by 370bps, to 12.0% (2022: 8.3%), a
record high for the Group, driven by increasing levels of
productivity investments and projects, benefits of increased sales
volumes both organic and through acquisition, passing on cost
inflation and acquisition integration synergies. Statutory
operating profit increased to GBP16.2m (2022: GBP8.8m), as an
exceptional profit of GBP2.2m was recorded on the assignment of the
lease of the closed Bredbury site, offset by costs associated with
the acquisition of Davidson, with the statutory operating profit
margin for the period increasing to 12.9% (2022: 7.6%).
Net debt reduced during the period by GBP1.5m to GBP28.3m (31
March 2023: GBP29.8m) despite the Group acquiring the trade and
assets of Davidson for GBP3.1m, making a deferred consideration
payment for the YUK acquisition of GBP1.7m, and bringing forward a
UK pension scheme payment of GBP2.6m that was originally scheduled
for the second half of the year. The accelerated pension payment
will enable efficiencies in the evolution of the scheme's
investment portfolio.
Order intake for the period was GBP109.7m, a decrease of 11.6%
(2022: GBP124.1m), or a 9.0% decrease at constant exchange rates.
YUK contributed GBP6.9m to order intake in the period. The order
book as at 30 September 2023 of GBP83.6m remains higher than
historic levels. However, there has been a normalisation of order
intake following an improvement in global supply chains, with
improvements to delivery times, allowing customers to reduce
forward order placement as certainty of lead times increase. The
order book at 30 September 2023 of GBP83.6m represents a constant
currency decrease of 11.1% over the record high position at the end
of the previous financial year.
The Group has continued to successfully manage a period of
sustained cost inflation and changes to the supply chain, pursued
efficiency gains and projects and passed on cost adjustments both
up and down. The Group expects to experience further cost pressures
through the second half of the year but the Board is confident that
these will continue to be managed successfully.
Renold continues to focus efforts on driving and optimising
performance through identified projects, some of which require
capital investment, targeting better operational efficiency,
improved design and standardisation of products, better asset
utilisation, more flexible working practices, and leveraging
improved procurement strategies.
Acquisitions
On 1 September 2023, the Group acquired the trading assets of
Davidson, based in Melbourne, Australia, for a cash consideration
of AU$6.0 million, enlarging the already established Australian
Chain business by 26%. The Davidson acquisition demonstrates
further strategic momentum, supplementing organic growth through
high quality bolt-on acquisitions which can expand our geographic
presence, grow our product offering and strengthen our market
position in key end markets.
The Board is pleased with the performance of Davidson in the
period since completion of the acquisition and remains excited by
the opportunities beginning to emerge. Davidson has traded in line
with the Board's expectations made at the time of the
acquisition.
There remains an active pipeline of acquisition opportunities
which the Group continues to review as part of its growth strategy.
The Board adopts a disciplined approach to its acquisition
strategy, with investments focussed on complementary industrial
chain businesses, to supplement organic growth. Acquisitions are
expected to be earnings accretive whilst leverage is maintained at
conservative levels.
Business and financial review
Adjusted operating
Revenue profit Return on sales
----------------------- ------------------- --------------------- -------------------
2023/24 2022/23 2023/24 2022/23 2023/24 2022/23
Six month period GBPm GBPm GBPm GBPm % %
Chain 101.5 95.1 16.0 12.5 15.8 13.1
Torque Transmission 29.8 23.0 4.7 1.5 15.8 6.5
Head office costs/
Inter segment sales
elimination (2.6) (1.8) (5.4) (4.4) - -
----------------------- --------- -------- ----------- -------- --------- --------
Total Adjusted at
constant rates 128.7 116.3 15.3 9.6 11.9 8.3
Impact of foreign
exchange (3.4) - (0.3) - 0.1
----------------------- --------- -------- ----------- -------- --------- --------
Total Adjusted at
actual rates 125.3 116.3 15.0 9.6 12.0 8.3
Adjusting items:
Assignment of lease
of closed site - - 2.2 -
Amortisation of
acquired intangible
assets - - (0.5) (0.2)
Acquisition and
reorganisation costs - - (0.5) (0.6)
----------------------- --------- -------- ----------- -------- --------- --------
Statutory 125.3 116.3 16.2 8.8 12.9 7.6
----------------------- --------- -------- ----------- -------- --------- --------
Chain
The Chain division's revenue at constant exchange rates
increased by 6.7% to GBP101.5m, and stayed above the
psychologically important GBP100m milestone.
Chain Performance
--------------------------------------- -------- -------- -------- --------
2023/24 2022/23 2023/24 2022/23
GBPm GBPm ROS % ROS %
--------------------------------------- -------- -------- -------- --------
External revenue 98.4 94.7
Inter-segment revenue 0.5 0.4
--------------------------------------- -------- -------- -------- --------
Total revenue 98.9 95.1
Foreign exchange 2.6 -
--------------------------------------- -------- -------- -------- --------
Revenue at constant exchange rates 101.5 95.1
--------------------------------------- -------- -------- -------- --------
Operating profit 17.0 12.3 17.2 12.9
Assignment of lease of closed site (2.2) -
Amortisation of acquired intangible
assets 0.5 -
Acquisition and reorganisation
costs 0.5 0.2
--------------------------------------- -------- -------- -------- --------
Adjusted operating profit 15.8 12.5 16.0 13.1
--------------------------------------- -------- -------- -------- --------
Foreign exchange 0.2 -
--------------------------------------- -------- -------- -------- --------
Adjusted operating profit at constant
exchange rates 16.0 12.5 15.8 13.1
--------------------------------------- -------- -------- -------- --------
Revenue increased across all regions:
-- Europe increased external revenue by 7.6% at constant currency
rates. Excluding the impact of the YUK acquisition external revenue
fell by 5.8%, as the impact of the Ukraine war, and cost inflation,
was felt through the broader European economy. The integration
of the YUK business has proceeded as planned with GBP7.2m of additional
external revenue recorded, as the Group saw the benefits of substituting
externally sourced products, increasing conveyor chain ("CVC")
product sales (manufactured by YUK in Spain) throughout Europe,
and increasing transmission chain ("TRC") sales in Spain.
-- The Americas increased constant currency revenues by 6.9%, with
sales of Engineering chain remaining buoyant, and demand for transmission
chain and leaf chain (used in Forklift trucks) remaining strong.
New opportunities with distributors and strong demand was seen
from end users especially for capital equipment in the food processing,
ethanol and mining industries.
-- Australasian revenues increased by 6.7% at constant exchange rates,
as the business continued to benefit from execution of its growth
strategy, sales increased by double digit growth rates in New Zealand,
and Malaysia, with Thailand also growing strongly. Sales to Indonesia
were adversely impacted by continued import restrictions imposed
by the Indonesian government, whilst Australia also saw the impact
of a slowdown in activity.
-- External revenues in India fell in the first half of the year as
the impact of slow agricultural sales were experienced, and there
was an increase in competition from other local manufacturers.
Capacity was utilised in supporting Group sales, especially increased
demand within the US market, for larger sized Engineering chain
products. Additional investment to support productivity and capacity
improvements in India, have recently been initiated, and activities
aimed at the expansion of the domestic dealer network and an increase
in the number of local warehouses is underway, to enhance geographic
coverage and service.
-- External revenues in China were up 50.1% (at constant exchange
rates) as efforts aimed at growing domestic Chinese sales continue
to bear fruit, the sales increase going someway to offset the softening
in demand seen as a result of slower intra group demand from Europe.
The transfer of externally purchased product volumes from the YUK
acquisition to the Jintan factory continued with an increase in
sales seen to the YUK business during the period. Significant progress
has once again been made in enhancing the performance of the factory
in Jintan, through a programme of standardisation and improvement
projects, including the commissioning of new equipment, so the
factory is increasingly able to manufacture higher specification
products.
Divisional adjusted operating profit at constant exchange rates
was GBP16.0m, GBP3.5m higher than the prior year. Return on sales
increased by 270bps to 15.8% (2022: 13.1%).
Order intake at constant exchange rates decreased by 11.2% to
GBP91.2m, resulting in a book to bill (ratio of orders to sales)
for the first half of the year of 90.3% (2022: 105.0%).
Torque Transmission ("TT")
TT Performance
----------------------------------------- -------- -------- -------- --------
2023/24 2022/23 2023/24 2022/23
GBPm GBPm ROS % ROS %
----------------------------------------- -------- -------- -------- --------
External revenue 26.9 21.6
Inter-segment revenue 1.9 1.4
----------------------------------------- -------- -------- -------- --------
Total revenue 28.8 23.0
Foreign exchange 1.0 -
----------------------------------------- -------- -------- -------- --------
Revenue at constant exchange rates 29.8 23.0
----------------------------------------- -------- -------- -------- --------
Operating profit (and adjusted operating
profit) 4.6 1.5 16.0 6.5
----------------------------------------- -------- -------- -------- --------
Foreign exchange 0.1 -
----------------------------------------- -------- -------- -------- --------
Adjusted operating profit at constant
exchange rates 4.7 1.5 15.8 6.5
----------------------------------------- -------- -------- -------- --------
Divisional revenues at constant exchange rates of GBP29.8m were
GBP6.8m (30%) higher than in the prior year, which continued the
trend seen in the second half of the last financial year. This was
due to increased demand for Military Couplings in the Cardiff
business, and a further strengthening in demand in North America.
Additionally, the division benefited from a significant increase in
capacity primarily driven by capital investments in automated
machines, and efficiency improvements driven by greater visibility
following the implementation of M3.
As a result of the increased sales activity, selling price rises
and improved operational output, as well as a normalisation in
product mix, divisional operating profit at constant currency
increased by GBP3.2m to GBP4.7m.
Return on sales increased in the period to 16.0% (2022: 6.5%).
This is now beyond pre COVID pandemic level rates of return.
The closing order book for the division of GBP34.1m should
ensure that momentum will continue into the second half of the year
at similar rates, however, second half comparators are
significantly stronger than those in H1.
Cash flow and net debt
2023/24 2022/23
Half year to 30 September GBPm GBPm
------------------------------------------------ -------- --------
Adjusted operating profit 15.0 9.6
Add back: Depreciation and amortisation 4.9 4.9
Share-based payments 0.7 0.5
------------------------------------------------ -------- --------
Adjusted EBITDA 20.6 15.0
Movement in working capital (1.4) (7.6)
Net capital expenditure (2.1) (2.2)
Operating cash flow 17.1 5.2
Income taxes (1.3) (1.3)
Pensions cash costs (6.0) (3.1)
Repayment of principal under lease liabilities (1.4) (1.2)
Financing costs paid (2.2) (1.3)
Consideration paid for acquisitions(1) (4.9) (17.8)
Other movements 0.2 (0.7)
------------------------------------------------ -------- --------
Change in net debt 1.5 (20.2)
Closing net debt (28.3) (34.0)
------------------------------------------------ -------- --------
(1) Includes GBP1.7m deferred consideration in relation to the
acquisition of Industrias YUK S.A in the prior year and GBP0.2m of
acquisition costs for Davidson Chain Pty.
Net Debt reduced from the prior financial year end by GBP1.5m in
the period to GBP28.3m. Cash collections were strong, especially in
North America, where receipts from significant orders shipped at
the end of the last financial year were collected in the period.
Offsetting this inflow, the Group paid GBP3.1m in cash
consideration for the Davidson acquisition, and made the initial
deferred payment of GBP1.7m for the YUK acquisition, along with
associated acquisition and reorganisation costs of GBP0.5m.
Working capital increased during the period, with the Group
increasing inventory levels especially in North America where
demand continues to be strong, particularly in the Engineered chain
segment.
Net capital expenditure of GBP2.1m remained broadly in line with
prior years. Strategic investments in production capabilities,
especially in our Chinese and Indian facilities continue apace,
including expansion of press capabilities, improved heat treatment
and continuing the roll-out of the group's standard business
systems.
Corporation tax payments on account of GBP1.3m were at similar
levels to the first half of last year.
Interest cash costs increased relative to the first half of last
year reflecting the increase in market interest rates over the
intervening period.
Pensions
The Group has a number of closed defined benefit pension schemes
(accounted for in accordance with IAS 19 'Employee Benefits').
During the Covid-19 pandemic, the Group negotiated a GBP2.8m
one-off deferral of contributions with the UK pension scheme
trustees. Contributions have now returned to normal levels, with
the second of five annual deferred payments of c.GBP0.6m being
made. Additionally, the Group had a longstanding agreement with the
UK scheme to pay an additional GBP1.0m of annual cash
contributions, to the extent that the Group's adjusted operating
profit exceeds GBP16.0m; the additional cash contributions
commenced in the half year. The Group took the opportunity to bring
forward GBP2.6m of contributions to the UK pension scheme from the
second half of the year, in order to increase efficiency in the
evolution of the investment portfolio. Excluding these amounts,
underlying pension contributions reduced following the closure of
the New Zealand pension scheme in FY23, and a reduction in
administration costs. The cash contributions into the UK Scheme are
known and stable, though increasing with RPI capped at 5%. In FY24
this cost is expected to be GBP5.3m. In addition there are
administration and actuarial costs, including the PPF levy, which
may vary. The cost of pensions in payment in Germany (there is no
scheme or fund) are expected to be GBP1.2m in FY24. This amount
will rise with inflation but the total will fall gradually over
time.
The Group's IAS 19 deficit decreased from GBP61.3m at 30
September 2022 to GBP52.7m at 30 September 2023.
At 30 September 2023 At 31 March 2023
Overseas Overseas
UK schemes schemes Total UK schemes schemes Total
GBPm GBPm GBPm GBPm GBPm GBPm
-------------------------------- ----------- --------- -------- ----------- --------- ----------
IAS 19 retirement benefit
obligations (36.6) (16.1) (52.7) (44.2) (18.0) (62.2)
Net deferred tax asset 1.6 1.4 3.0 3.3 1.8 5.1
-------------------------------- ----------- --------- -------- ----------- --------- ----------
Retirement benefit obligations
net of deferred tax asset (35.0) (14.7) (49.7) (40.9) (16.2) (57.1)
-------------------------------- ----------- --------- -------- ----------- --------- ----------
The yield on corporate bonds increased further during the
period. Consequently the discount rates used for the UK scheme rose
from 4.85% to 5.70%, and resulted in a net reduction in UK pension
liabilities of GBP7.6m, and overseas pension liabilities of
GBP1.9m. The long term expectation for CPI inflation remained
broadly stable at 3.35% (3.30% at September 2022). Asset values
were impacted as both the value of gilts and equities fell during
the period. The scheme has insurance assets linked directly to the
benefits of certain scheme members. As the liability to these
members reduces, for example with an increase in discount rate, so
does the value of the corresponding insurance asset.
Pension liabilities in overseas schemes reduced by GBP1.9m to
GBP16.1m, again due in the main to an increase in discount
rates.
The net pension financing expense (a non-cash item) was GBP1.4m
(2022: GBP1.0m).
Borrowing Facilities
The Group refinanced its borrowing facilities in May 2023. The
new facilities consist of a GBP85.0m multi-currency revolving
credit facility and a GBP20.0m accordion option which will provide
the Company access to additional funding in support of its
acquisition programme. The principal facility term, being the Net
Debt / Adjusted EBITDA covenant, was also improved from the
previous level of 2.5 times Adjusted EBITDA to 3.0 times Adjusted
EBITDA, with other key terms remaining unchanged.
Dividend
In line with recent policy based on enhancing Group performance
through focussed investment in new equipment and earnings enhancing
acquisitions the Board has decided not to declare an interim
ordinary dividend. The dividend policy will remain under review as
margin and cash flow performance continues to develop.
Summary
Sales in the first half remained strong. Margins rose markedly
as better volumes, good cost management, complementary acquisitions
and strong execution of productivity and efficiency programmes,
aided by a consistent and coherent strategy all came together. The
robust Renold business with a strengthening balance sheet and
growing cash generation is positioned well for tackling whatever
global economic headwinds may transpire in the upcoming period.
Going concern
The interim condensed consolidated financial statements have
been prepared on a going concern basis. In determining the
appropriate basis of preparation of the financial statements, the
Directors are required to consider whether the Group can continue
in operational existence for the foreseeable future.
The ongoing macro-economic uncertainty, and inflationary
environment, together with the impact of the war in Ukraine
alongside the continued improvement in the half year trading
performance of the Group have been considered as part of the
adoption of the going concern basis. The Group continues to closely
monitor operating costs, and capital expenditure and other cash
demands are being managed carefully.
As part of its assessment, the Board has considered downside
scenarios that reflect the current uncertainty in the global
economy, including significant material and energy supply issues
and continuing inflationary pressures.
The Directors believe that the Group is well placed to manage
its business risks and, after making enquiries including a review
of forecasts and predictions, taking account of reasonably possible
changes in trading performances and considering the existing
banking facilities, including the available liquidity and covenant
structure, have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the 12
months following the date of approval of the interim financial
statements. Accordingly, they continue to adopt the going concern
basis in preparing the consolidated financial statements.
Risks and uncertainties
The Directors have reviewed the principal risks and
uncertainties of the Group. The Directors consider that the
principal risks and uncertainties of the Group published in the
Annual Report for the year ended 31 March 2023 remain appropriate.
The risks and associated mitigation processes can be found on pages
50-57 of the 2023 Annual Report, which is available at
www.renold.com.
The risks referred to and which could have a material impact on
the Group's performance for the remainder of the current financial
year relate to:
-- Macroeconomic and geopolitical volatility, including continuing
uncertainty over energy supply inflation and disruption, together
with a weakening in the broader European economy;
-- Strategy execution;
-- Product liability;
-- Health and safety in the workplace;
-- Security and effective deployment and utilisation of IT systems;
-- Prolonged loss of a major manufacturing site;
-- People and change;
-- Liquidity, foreign exchange and banking arrangements;
-- Pension deficit; and
-- Legal, financial and regulatory compliance.
Responsibility statement
The Directors confirm that to the best of their knowledge:
-- the condensed set of financial statements has been prepared in
accordance with IAS 34 Interim Financial Reporting;
-- the interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events and their
impact during the first six months of the financial year and description
of principal risks and uncertainties for the remaining six months
of the financial year); and
-- the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties' transactions
and changes therein).
The Directors of Renold plc are listed in the Annual Report for
the year ended 31 March 2023. A list of current Directors is
maintained on the Group website at www.renold.com.
By order of the Board
Robert Purcell Jim Haughey
Chief Executive Group Finance Director
15 November 2023 15 November 2023
Condensed consolidated income statement
for the six months ended 30 September 2023
First half Full year
2022/23 2022/23
First
half 2023/24
(unaudited) (unaudited) (audited)
Note GBPm GBPm GBPm
---------------------------------------- ----- -------------- ------------- -----------
Revenue 3 125.3 116.3 247.1
Operating costs (109.1) (107.5) (224.2)
---------------------------------------- ----- -------------- ------------- -----------
Operating profit 3 16.2 8.8 22.9
---------------------------------------- ----- -------------- ------------- -----------
Finance costs 4 (3.7) (2.3) (5.6)
---------------------------------------- ----- -------------- ------------- -----------
Profit before tax 12.5 6.5 17.3
Taxation 5 (3.4) (1.7) (5.5)
---------------------------------------- ----- -------------- ------------- -----------
Profit for the period 9.1 4.8 11.8
---------------------------------------- ----- -------------- ------------- -----------
Earnings per share 6
Basic earnings per share 4.4p 2.3p 5.7p
Diluted earnings per share 3.8p 2.1p 5.1p
Basic adjusted earnings per share(1) 3.8p 2.7p 6.5p
Diluted adjusted earnings per share(1) 3.3p 2.4p 5.9p
---------------------------------------- ----- -------------- ------------- -----------
(1) Adjusted: In addition to statutory reporting, the Group
reports certain financial metrics on an adjusted basis. Definitions
of adjusted measures and reconciliations to statutory metrics are
provided in Note 12 to the financial statements.
All results are from continuing operations.
Condensed consolidated statement of comprehensive income
for the six months ended 30 September 2023
First half Full year
2022/23 2022/23
First
half 2023/24
(unaudited) (unaudited) (audited)
GBPm GBPm GBPm
--------------------------------------------- --- -------------- ------------- -----------
Profit for the period 9.1 4.8 11.8
Items that may be reclassified to
the income statement in subsequent
periods:
Exchange differences on translation
of foreign operations (0.3) 9.3 2.7
Gain/(loss) on hedges of the net investment
in foreign operations 0.2 (1.2) (0.8)
Cash flow hedges:
(Loss)/gain arising on cash flow hedges
during the period (0.3) (1.4) 0.3
Cumulative (loss)/gain arising on
cash flow hedges reclassified
to profit and loss (0.4) 0.7 0.6
Income tax relating to items that
may be reclassified subsequently to
profit or loss 0.1 0.2 (0.2)
-------------------------------------------------- -------------- ------------- -----------
(0.7) 7.6 2.6
------------------------------------------------- -------------- ------------- -----------
Items not to be reclassified to the
income statement in subsequent periods:
Remeasurement gains/(losses) on retirement
benefit obligations 4.7 24.7 22.2
Tax on remeasurement gains on retirement
benefit obligations (1.1) (6.4) (5.8)
3.6 18.3 16.4
------------------------------------------------- -------------- ------------- -----------
Other comprehensive income for the
period, net of tax 2.9 25.9 19.0
-------------------------------------------------- -------------- ------------- -----------
Total comprehensive income for the
period, net of tax 12.0 30.7 30.8
-------------------------------------------------- -------------- ------------- -----------
Condensed consolidated balance sheet
as at 30 September 2023
Restated(1) 31 March
30 September 30 September
2023 2022 2023
(unaudited) (unaudited) (audited)
Note GBPm GBPm GBPm
---------------------------------- ----- -------------- -------------- -----------
Assets
Non-current assets
Goodwill 30.1 30.0 28.2
Intangible assets 11.9 10.3 10.9
Property, plant and equipment 54.4 57.3 56.8
Right-of-use assets 15.7 17.6 16.5
Deferred tax assets 9.7 15.8 11.8
121.8 131.0 124.2
---------------------------------- ----- -------------- -------------- -----------
Current assets
Inventories 65.2 70.8 61.8
Trade and other receivables 41.3 43.5 43.5
Current tax 0.6 0.1 0.6
Derivative financial assets - 0.1 0.3
Cash and cash equivalents 8 19.5 15.7 19.3
---------------------------------- ----- -------------- -------------- -----------
126.6 130.2 125.5
---------------------------------- ----- -------------- -------------- -----------
Total assets 248.4 261.2 249.7
---------------------------------- ----- -------------- -------------- -----------
Liabilities
Current liabilities
Borrowings 8 (3.5) (2.9) (47.3)
Trade and other payables (56.2) (63.7) (57.2)
Lease liabilities (2.1) (2.6) (2.7)
Current tax (9.4) (4.5) (6.6)
Derivative financial liabilities (0.3) (1.5) -
Provisions (0.8) - (0.9)
---------------------------------- ----- -------------- -------------- -----------
(72.3) (75.2) (114.7)
---------------------------------- ----- -------------- -------------- -----------
Net current assets 54.3 55.0 10.8
---------------------------------- ----- -------------- -------------- -----------
Non-current liabilities
Borrowings 8 (43.8) (46.3) (1.3)
Preference stock 8 (0.5) (0.5) (0.5)
Trade and other payables (2.5) (6.8) (2.5)
Lease liabilities (13.5) (18.8) (17.5)
Deferred tax liabilities (6.5) (10.1) (7.8)
Retirement benefit obligations 7 (52.7) (61.3) (62.2)
Provisions (4.8) (4.0) (4.1)
(124.3) (147.8) (95.9)
---------------------------------- ----- -------------- -------------- -----------
Total liabilities (196.6) (223.0) (210.6)
---------------------------------- ----- -------------- -------------- -----------
Net assets 51.8 38.2 39.1
---------------------------------- ----- -------------- -------------- -----------
Equity
Issued share capital 9 11.3 11.3 11.3
Currency translation reserve 11.5 18.1 11.5
Other reserves (5.2) (6.1) (4.5)
Retained earnings 34.2 14.9 20.8
---------------------------------- ----- -------------- -------------- -----------
Total shareholders' funds 51.8 38.2 39.1
---------------------------------- ----- -------------- -------------- -----------
(1) See Note 11 for details of the prior period
restatements.
Condensed consolidated statement of changes in equity
for the six months ended 30 September 2023
Share Restated(1) Restated(1)
capital Share Retained Currency Capital Total
(Note premium earnings translation redemption Other shareholders'
9) account /(deficit) reserve reserve reserves funds
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
-------------------- --------- --------- ------------ ------------- ------------ ---------- -------------------
At 1 April 2022 11.3 - (8.7) 9.8 - (5.4) 7.0
Profit for the year - - 11.8 - - - 11.8
Other comprehensive
income - - 16.4 1.7 - 0.9 19.0
-------------------- --------- --------- ------------ ------------- ------------ ---------- -------------------
Total comprehensive
income for the
year - - 28.2 1.7 - 0.9 30.8
Share-based
payments - - 1.3 - - - 1.3
-------------------- --------- --------- ------------ ------------- ------------ ---------- -------------------
At 31 March 2023 11.3 - 20.8 11.5 - (4.5) 39.1
Profit for the
period - - 9.1 - - - 9.1
Other comprehensive
income/(expense) - - 3.6 - - (0.7) 2.9
-------------------- --------- --------- ------------ ------------- ------------ ---------- -------------------
Total comprehensive
income/(expense)
for the period - - 12.7 - - (0.7) 12.0
Share-based
payments - - 0.7 - - - 0.7
At 30 September
2023 11.3 - 34.2 11.5 - (5.2) 51.8
-------------------- --------- --------- ------------ ------------- ------------ ---------- -------------------
At 1 April 2022 11.3 - (8.7) 9.8 - (5.4) 7.0
Profit for the
period - - 4.8 - - - 4.8
Other comprehensive
income/(expense) - - 18.3 8.3 - (0.7) 25.9
-------------------- --------- --------- ------------ ------------- ------------ ---------- -------------------
Total comprehensive
income/(expense)
for the period - - 23.1 8.3 - (0.7) 30.7
Share-based
payments - - 0.5 - - - 0.5
-------------------- --------- --------- ------------ ------------- ------------ ---------- -------------------
At 30 September
2022 (Restated)(1) 11.3 - 14.9 18.1 - (6.1) 38.2
-------------------- --------- --------- ------------ ------------- ------------ ---------- -------------------
(1) See Note 11 for details of the prior period
restatements.
Included in retained earnings is GBP3.3m (31 March 2023:
GBP2.7m) relating to a share option reserve.
The other reserves include Renold shares held by the Renold plc
Employee Benefit Trust. The Renold Employee Benefit Trust holds
Renold plc shares and satisfies awards made under various employee
incentive schemes when issuance of new shares is not
appropriate.
At 30 September 2023 the Renold Employee Benefit Trust held
16,265,023 (31 March 2023: 16,888,938) ordinary shares of 5p each
and, following recommendations by the employer, are provisionally
allocated to satisfy awards under employee incentive schemes. At 30
September 2023 the market value of these shares was GBP5.0m (31
March 2023: GBP4.3m).
Condensed consolidated statement of cash flows
for the six months ended 30 September 2023
First
half First half
Full year
2023/24 2022/23 2022/23
(unaudited) (unaudited) (audited)
GBPm GBPm GBPm
------------------------------------------- -------------- ------------- -----------
Cash flows from operating activities
Cash generated by operations (Note
8) 13.0 3.7 19.4
Income taxes paid (1.3) (1.3) (2.7)
------------------------------------------- -------------- ------------- -----------
Net cash flows from operating activities 11.7 2.4 16.7
------------------------------------------- -------------- ------------- -----------
Cash flows from investing activities
Proceeds from property disposals - 0.3 -
Cash outflow on disposal of right-of-use
assets (0.3) - -
Purchase of property, plant and equipment (1.2) (1.9) (7.0)
Purchase of intangible assets (0.6) (0.6) (1.4)
Consideration paid for acquisitions (4.7) (14.5) (14.5)
------------------------------------------- -------------- ------------- -----------
Net cash flows from investing activities (6.8) (16.7) (22.9)
------------------------------------------- -------------- ------------- -----------
Cash flows from financing activities
Repayment of principal under lease
liabilities (1.4) (1.2) (2.9)
Financing costs paid (3.1) (1.1) (3.0)
Proceeds from borrowings 83.5 23.3 28.3
Repayment of borrowings (84.0) (3.9) (8.3)
------------------------------------------- -------------- ------------- -----------
Net cash flows from financing activities (5.0) 17.1 14.1
------------------------------------------- -------------- ------------- -----------
Net (decrease)/increase in cash
and cash equivalents (0.1) 2.8 7.9
Net cash and cash equivalents at
beginning of period 17.5 9.5 9.5
Effects of exchange rate changes - 0.5 0.1
------------------------------------------- -------------- ------------- -----------
Net cash and cash equivalents at
end of period 17.4 12.8 17.5
------------------------------------------- -------------- ------------- -----------
Notes to the interim condensed consolidated financial
statements
1. Corporate information
The interim condensed consolidated financial statements for the
six months ended 30 September 2023 were approved by the Board on 15
November 2023. These statements have not been audited or reviewed
by the Group's auditor pursuant to the Auditing Practices Board
guidance on the Review of Interim Financial Information.
Renold plc is a limited liability company, incorporated and
registered under the laws of England and Wales, whose shares are
publicly traded. The principal activities of the Company and its
subsidiaries are described in Note 3.
These interim condensed consolidated financial statements do not
constitute statutory accounts of the Group within the meaning of
Section 434 of the Companies Act 2006. The statutory accounts for
the year ended 31 March 2023 have been filed with the Registrar of
Companies. The auditor's report on those accounts was unqualified,
did not contain an emphasis of matter paragraph and did not contain
any statement under Section 498(2) or Section 498(3) of the
Companies Act 2006.
2. Accounting policies
Basis of preparation
The interim condensed consolidated financial statements for the
six months ended 30 September 2023 have been prepared in accordance
with the UK adopted International Accounting Standard 34, 'Interim
financial reporting' and the Disclosure Guidance and Transparency
Rules sourcebook of the UK's Financial Conduct Authority (FCA).
These condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements for the
year ended 31 March 2023, which were prepared in accordance with
UK-adopted international accounting standards and with the
requirements of the Companies Act 2006 as applicable to companies
reporting under these standards.
The accounting policies, presentation and methods of computation
applied by the Group in these interim condensed consolidated
financial statements are the same as those applied in the Group's
latest audited annual consolidated financial statements for the
year ended 31 March 2023, except as noted below.
The excess of the consideration transferred, the amount of any
non-controlling interest and the acquisition date fair value of any
previously held equity interest in the acquired entity as compared
with the Group's share of the identifiable net assets are
recognised as goodwill. Where the Group's share of identifiable net
assets acquired exceeds the total consideration transferred, a gain
from a bargain purchase is recognised immediately in the income
statement after the fair values initially determined have been
reassessed.
New and revised accounting standards adopted by the Group
During the period, the International Accounting Standards Board
and International Financial Reporting Interpretations Committee
have issued the following standards, amendments and
interpretations, which are considered relevant to the Group. Their
adoption has not had any significant impact on the amounts or
disclosures reported in these financial statements.
-- IFRS 17 'Insurance Contracts'
-- Amendments to IAS 1 and IFRS Practice Statement 2 (Disclosure of accounting policies)
-- Amendments to IAS 18 Definition of accounting estimates
-- Amendments to IAS 12 (Deferred Tax related to Assets and
Liabilities arising from a single transaction)
New and revised accounting standards and interpretations which
were in issue but were not yet effective and have not been adopted
early by the Group
The IASB published a number of amendments to IFRSs, new
standards and interpretations which are not yet effective, and of
which some have been endorsed for use in the EU. An impact
assessment has been performed for each of these, with no
significant financial impact being identified for the consolidated
financial statements of the Group and the separate financial
statements of Renold plc. The amendments, new standards and
interpretations will be adopted in accordance with their effective
dates.
-- Amendments to IFRS 16 Lease Liability in a Sale and Leaseback
-- Amendments to IAS 1 (Classification of Liabilities as Current or Non-Current)
-- Amendments to IAS 1 (Non-current Liabilities with covenants)
-- IAS 7 Statement of cash flows and IFRS 7 Financial Instrument Disclosures
Significant accounting judgements, estimates and assumptions
In the course of preparing these interim condensed consolidated
financial statements, no judgements have been made in the process
of applying the Group's accounting policies that have had a
significant effect on the amounts recognised in the financial
statements, other than those involving estimation uncertainty. The
key sources of estimation uncertainty are mostly those which
applied in the annual consolidated financial statements for the
year ended 31 March 2023, namely:
-- Taxation
-- Retirement benefit obligations
-- Right-of-use assets
-- Inventory valuation; with the addition of:
-- Revenue and profit recognition over time
Financial risk management
The Group's financial risk management objectives and policies
are consistent with those disclosed in the consolidated financial
statements for the year ended 31 March 2023.
3. Segmental information
For management purposes, the Group is organised into two
operating segments according to the nature of their products and
services and these are considered by the Directors to be the
reportable operating segments of Renold plc as shown below:
-- The Chain segment manufactures and sells power transmission and
conveyor chain and also includes sales of torque transmission products
through Chain National Sales Companies (NSCs); and
-- The Torque Transmission segment manufactures and sells torque transmission
products, such as gearboxes and couplings .
No operating segments have been aggregated to form the above
reportable segments.
The Chief Operating Decision Maker (CODM) for the purposes of
IFRS 8 'Operating Segments' is considered to be the Board of
Directors of Renold plc. Management monitor the results of the
separate reportable operating segments based on operating profit
and loss which is measured consistently with operating profit and
loss in the consolidated financial statements. The same segmental
basis applies to decisions about resource allocation. Disclosure
has been included in respect of working capital as opposed to
operating assets of each segment as this is the measure reported to
the CODM on a regular basis. However, Group finance costs,
retirement benefit obligations and income taxes are managed on a
Group basis and therefore are not allocated to operating segments.
Transfer prices between operating segments are on an arm's length
basis in a manner similar to transactions with third parties.
The segment results for the period ended 30 September 2023 were
as follows:
Head
office
Torque costs
Period ended 30 September Chain(1) Transmission and eliminations Consolidated
2023 GBPm GBPm GBPm GBPm
------------------------------------- --------- -------------- ------------------ -------------
Revenue
External customer - transferred
at a point in time 98.4 24.1 - 122.5
External customer - transferred
over time - 2.8 - 2.8
Inter-segment 0.5 1.9 (2.4) -
------------------------------------- --------- -------------- ------------------ -------------
Total revenue 98.9 28.8 (2.4) 125.3
------------------------------------- --------- -------------- ------------------ -------------
Operating profit/(loss) 17.0 4.6 (5.4) 16.2
Finance costs (3.7)
------------------------------------- --------- -------------- ------------------ -------------
Profit before tax 12.5
Taxation (3.4)
Profit after tax 9.1
------------------------------------- --------- -------------- ------------------ -------------
Other disclosures
Working capital 47.5 11.2 (8.4) 50.3
Capital expenditure 1.2 0.2 0.6 2.0
Total depreciation and amortisation 3.6 0.8 1.0 5.4
------------------------------------- --------- -------------- ------------------ -------------
(1) Chain operating profit includes non-recurring costs of
GBP0.5m relating to the acquisition and reorganisation costs of the
Davidson business, GBP0.5m relating to amortisation of acquired
intangible assets and GBP2.2m of profit on assignment of lease of
closed site.
The segment results for the period ended 30 September 2022 were
as follows:
Head office
Torque costs
Period ended 30 September Chain Transmission and eliminations Consolidated
2022 GBPm GBPm GBPm GBPm
------------------------------------- -------- -------------- ------------------ --------------
Revenue
External customer- transferred
at a point in time 94.7 21.0 - 115.7
External customer - transferred
over time - 0.6 - 0.6
Inter-segment 0.4 1.4 (1.8) -
------------------------------------- -------- -------------- ------------------ --------------
Total revenue 95.1 23.0 (1.8) 116.3
------------------------------------- -------- -------------- ------------------ --------------
Operating profit/(loss) 12.3 1.5 (5.0) 8.8
Finance costs (2.3)
------------------------------------- -------- -------------- ------------------ --------------
Profit before tax 6.5
Taxation (1.7)
Profit after tax 4.8
------------------------------------- -------- -------------- ------------------ --------------
Other disclosures
Working capital 49.7 10.4 (9.5) 50.6
Capital expenditure 0.9 1.6 0.5 3.0
Total depreciation and amortisation 3.3 0.8 1.0 5.1
------------------------------------- -------- -------------- ------------------ --------------
In addition to statutory reporting, the Group reports certain
financial metrics on an adjusted basis (alternative performance
measures, APMs). Definitions of adjusted measures, and information
about the differences to statutory metrics are provided in Note 12
to the interim condensed consolidated financial statements.
Constant exchange rate results are current period results
retranslated using prior year exchange rates. A reconciliation is
provided below and in Note 12.
Head office
Torque costs
Period ended 30 September Chain Transmission and eliminations Consolidated
2023 GBPm GBPm GBPm GBPm
-------------------------------- ------ -------------- ------------------ -------------
Total revenue 98.9 28.8 (2.4) 125.3
Foreign exchange retranslation 2.6 1.0 (0.2) 3.4
-------------------------------- ------ -------------- ------------------ -------------
Total revenue at constant
exchange rates 101.5 29.8 (2.6) 128.7
-------------------------------- ------ -------------- ------------------ -------------
Operating profit/(loss) 17.0 4.6 (5.4) 16.2
Foreign exchange retranslation 0.2 0.1 - 0.3
-------------------------------- ------ -------------- ------------------ -------------
Operating profit/(loss)
at constant exchange rates 17.2 4.7 (5.4) 16.5
-------------------------------- ------ -------------- ------------------ -------------
The segment results for the year ended 31 March 2023 were as
follows:
Head office
Torque costs
Chain Transmission and eliminations Consolidated
Year ended 31 March 2023 GBPm GBPm GBPm GBPm
------------------------------------- ------ -------------- ------------------ -------------
Revenue
External customer - transferred
at a point in time 201.5 43.4 - 244.9
External customer - transferred
over time - 2.2 - 2.2
Inter-segment 0.9 3.2 (4.1) -
------------------------------------- ------ -------------- ------------------ -------------
Total revenue 202.4 48.8 (4.1) 247.1
------------------------------------- ------ -------------- ------------------ -------------
Operating profit/(loss) 26.5 5.4 (9.0) 22.9
Finance costs (5.6)
------------------------------------- ------ -------------- ------------------ -------------
Profit before tax 17.3
Taxation (5.5)
Profit after tax 11.8
------------------------------------- ------ -------------- ------------------ -------------
Other disclosures
Working capital 44.0 10.9 (6.8) 48.1
Capital expenditure 5.6 2.2 1.2 9.0
Total depreciation and amortisation 6.9 1.6 2.6 11.1
------------------------------------- ------ -------------- ------------------ -------------
4. Finance costs
First half Full year
2023/24 2022/23 2022/23
GBPm GBPm GBPm
--------------------------------------- -------- -------- ----------
Finance costs:
Interest payable on bank loans and
overdrafts 1.8 0.9 2.3
Interest expense on lease liabilities 0.4 0.2 0.7
Amortised financing costs 0.1 0.2 0.3
Loan finance costs 2.3 1.3 3.3
--------------------------------------- -------- -------- ----------
Net IAS 19 finance costs 1.4 1.0 2.1
Discount unwind on non-current trade
and other payables - - 0.2
Finance costs 3.7 2.3 5.6
--------------------------------------- -------- -------- ----------
5. Taxation
Analysis of tax charge in the year
First half Full year
2023/24 2022/23 2022/23
GBPm GBPm GBPm
----------------------------------- -------- -------- ----------
Current tax:
- UK - - (0.1)
- Overseas 1.3 1.5 3.6
- Adjustments in respect of prior
periods 1.8 (0.3) 0.7
----------------------------------- -------- -------- ----------
Current income tax charge 3.1 1.2 4.2
----------------------------------- -------- -------- ----------
Deferred tax:
- UK 0.9 - 0.2
- Overseas (0.6) 0.5 1.5
- Adjustments in respect of prior
periods - - (0.4)
Total deferred tax charge 0.3 0.5 1.3
----------------------------------- -------- -------- ----------
Tax charge on profit on ordinary
activities 3.4 1.7 5.5
----------------------------------- -------- -------- ----------
Factors affecting current and future tax charges
The increase in the current tax charge for the period is
attributable to increased taxable profits in jurisdictions for
which the corporation tax rate is higher than the prevailing UK
rate, currently 25%. The deferred tax charge is primarily
attributable to the half year unwind of the deferred tax asset held
in respect of the defined benefit pension scheme, partially offset
by a recognition of additional deferred tax in overseas
jurisdictions as supported by forecast taxable profits.
The Group's tax charge in future years will be affected by the
profit mix, effective tax rates in the different countries where
the Group operates, and utilisation of tax losses. No deferred tax
is recognised on the unremitted earnings of overseas subsidiaries
in accordance with IAS 12.39.
6. Earnings per share
Earnings per share (EPS) is calculated by reference to the
earnings for the period and the weighted average number of shares
in issue during the period as follows:
First half Full year
2023/24 2022/23 2022/23
Per Per Per
share share share
Earnings amount Earnings amount Earnings amount
GBPm (pence) GBPm (pence) GBPm (pence)
-------------------------------- --------- -------- --------- -------- --------- --------
Basic EPS - Profit attributed
to ordinary shareholders 9.1 4.4 4.8 2.3 11.8 5.7
Effect of adjusting items,
after tax:
Amortisation of acquired
intangible assets 0.5 0.2 0.2 0.1 0.7 0.3
Acquisition and reorganisation
costs 0.5 0.2 0.6 0.3 0.6 0.3
Assignment of lease of
closed site (2.2) (1.0) - - - -
Tax adjustments relating
to prior year - - - - 0.4 0.2
Adjusted EPS 7.9 3.8 5.6 2.7 13.5 6.5
-------------------------------- --------- -------- --------- -------- --------- --------
First half Full year
2023/24 2022/23 2022/23
Thousands Thousands Thousands
------------------------------------------- ----------- ----------- -----------
Weighted average number of ordinary
shares:
For the purpose of calculating basic
earnings per share 208,980 206,995 207,242
Effect of dilutive potential ordinary
shares:
Shares subject to performance conditions 28,546 23,737 23,003
------------------------------------------- ----------- ----------- -----------
For the purpose of calculating diluted
earnings per share 237,526 230,732 230,245
------------------------------------------- ----------- ----------- -----------
First half Full year
2023/24 2022/23 2022/23
(pence) (pence) (pence)
---------------------- ---------- --------- ----------
Diluted EPS 3.8 2.1 5.1
Diluted adjusted EPS 3.3 2.4 5.9
---------------------- ---------- --------- ----------
The adjusted EPS numbers have been provided to give a useful
indication of underlying performance by the exclusion of adjusting
items. Due to the existence of unrecognised deferred tax assets
there were no associated tax credits on some of the adjusting items
and in these instances adjusting items are added back in full.
7. Retirement benefit obligations
The Group's retirement benefit obligations are summarised as
follows:
At 30 At 30 At 31
September September March
2023 2022 2023
GBPm GBPm GBPm
-------------------------------------- ----------- ------------ --------
Funded plan obligations (145.3) (160.7) (158.8)
Funded plan assets 109.6 118.8 114.5
-------------------------------------- ----------- ------------ --------
Net funded plan obligations (35.7) (41.9) (44.3)
Unfunded obligations (17.0) (19.4) (17.9)
-------------------------------------- ----------- ------------ --------
Total retirement benefit obligations (52.7) (61.3) (62.2)
-------------------------------------- ----------- ------------ --------
Analysed as:
At 30 At 30 At 31
September September March
2023 2022 2023
GBPm GBPm GBPm
------------------------------ ----------- ------------ -------
Net funded plan obligations:
UK (36.6) (41.2) (44.2)
Other 0.9 (0.7) (0.1)
------------------------------ ----------- ------------ -------
(35.7) (41.9) (44.3)
------------------------------ ----------- ------------ -------
Unfunded obligations:
Germany (16.8) (19.3) (17.7)
Other (0.2) (0.1) (0.2)
(17.0) (19.4) (17.9)
------------------------------ ----------- ------------ -------
The decrease in the Group's net pre-tax deficit from GBP62.2m at
31 March 2023 to GBP52.7m at 30 September 2023 primarily reflects
changes in the underlying assumptions, such as the discount rate,
plus employer contributions made in the period.
8. Additional cash flow information
Reconciliation of operating profit to net cash flows from
operations:
First half Full year
2023/24 2022/23 2022/23
GBPm GBPm GBPm
------------------------------------------ -------- -------- ----------
Cash generated from operations:
Operating profit 16.2 8.8 22.9
Depreciation of property, plant and
equipment - owned assets 3.1 2.9 6.1
Depreciation of property, plant and
equipment - right-of-use-assets 1.3 1.2 2.5
Amortisation of intangible assets 1.0 1.0 2.5
Loss on disposals of plant and equipment - - 0.3
Profit on disposal of right-of-use-asset (2.2) - -
Equity share plans 0.7 0.5 1.3
Increase in inventories (3.3) (10.9) (4.5)
Decrease/(increase) in receivables 2.3 (0.9) (2.8)
(Decrease)/increase in payables (0.3) 4.2 (4.2)
Increase in provisions 0.2 - 1.0
Cash contribution to pension schemes (6.0) (3.1) (5.8)
Pension current service cost (non-cash) - - 0.1
Cash generated from operations 13.0 3.7 19.4
------------------------------------------ -------- -------- ------------
Reconciliation of net change in cash and cash equivalents to
movement in net debt:
First half Full year
2023/24 2022/23 2022/23
GBPm GBPm GBPm
------------------------------------------- -------- -------- ----------
(Decrease)/increase in cash and cash
equivalents (0.1) 2.8 7.9
Change in net debt resulting from
cash flows
- Proceeds from borrowings (83.5) (23.3) (28.3)
- Repayment of borrowings 84.0 1.2 8.3
Foreign currency translation differences 0.2 (0.7) (0.7)
Non-cash movement on capitalised finance
costs 0.9 (0.2) (0.3)
Net debt acquired as part of the business
combination - - (2.9)
Change in net debt during the period 1.5 (20.2) (16.0)
Net debt at start of period (29.8) (13.8) (13.8)
------------------------------------------- -------- -------- ----------
Net debt at end of period (28.3) (34.0) (29.8)
------------------------------------------- -------- -------- ----------
Net debt comprises:
At 30 At 30 September
September 2022 At 31 March
2023 GBPm 2023
GBPm GBPm
--------------------------- ----------- ---------------- --------------
Cash and cash equivalents 19.5 15.7 19.3
Total debt (47.8) (49.7) (49.1)
Net debt (28.3) (34.0) (29.8)
--------------------------- ----------- ---------------- --------------
At 30 At 30 September
September 2022 At 31 March
2023 2023
Net cash and cash equivalents GBPm GBPm GBPm
------------------------------- ----------- ---------------- --------------
Cash and cash equivalents 19.5 15.7 19.3
Less: Overdrafts (2.1) (2.9) (1.8)
Net cash and cash equivalents 17.4 12.8 17.5
------------------------------- ----------- ---------------- --------------
At 30 At 30 September
September 2022 At 31 March
2023 2023
Total debt GBPm GBPm GBPm
------------------------ ----------- ---------------- --------------
Borrowings:
Overdrafts (2.1) (2.9) (1.8)
Bank Loans (1.7) - (45.5)
Capitalised costs 0.3 - -
------------------------ ----------- ---------------- --------------
Current borrowings (3.5) (2.9) (47.3)
------------------------ ----------- ---------------- --------------
Bank Loans (44.4) (46.3) (1.3)
Capitalised costs 0.6 - -
------------------------ ----------- ---------------- --------------
Non-current borrowings (43.8) (46.3) (1.3)
------------------------ ----------- ---------------- --------------
Total borrowings (47.3) (49.2) (48.6)
Preference stock (0.5) (0.5) (0.5)
Total debt (47.8) (49.7) (49.1)
------------------------ ----------- ---------------- --------------
9. Called up share capital
At 30 At 30 At 31
September September March
2023 2022 2023
GBPm GBPm GBPm
------------------------------------- ----------- ----------- -------
Ordinary shares of 5p each - issued
and fully paid 11.3 11.3 11.3
------------------------------------- ----------- ----------- -------
At 30 September 2023, the issued ordinary share capital
comprised 225,417,740 ordinary shares of 5p each (30 September
2022: 225,417,740 shares).
10. Acquisition of businesses
During the period the Group completed the acquisition of the
trading assets of Davidson Chain Pty ("Davidson") for the total
consideration of AU$6.0m (GBP3.1m), of which AU$5.7m (GBP3.0m) was
paid on the date of the acquisition and the remaining AU$0.3m
(GBP0.1m) being deferred, to be paid in September 2024. Davidson is
based in Melbourne, Australia, and is a manufacturer and
distributor of high quality conveyor chain ("CVC").
The transaction has been accounted for as a business combination
under IFRS 3 and is summarised below:
Provisional
as at 30
September
2023
GBPm
--------------------------------------------------- ------------
Fair value of net assets acquired:
Intangible assets 1.4
Property, plant and equipment 0.1
Inventories 0.4
Trade and other receivables 0.3
Trade and other payables (0.4)
Deferred tax liabilities (0.4)
Net identifiable assets and liabilities 1.4
Goodwill 1.7
--------------------------------------------------- ------------
Total consideration 3.1
--------------------------------------------------- ------------
Consideration
Cash consideration 3.0
Deferred consideration 0.1
--------------------------------------------------- ------------
Total consideration transferred/to be transferred 3.1
--------------------------------------------------- ------------
Net cash outflow arising on acquisition:
Cash consideration paid (3.0)
Add: Cash and cash equivalents acquired -
--------------------------------------------------- ------------
(3.0)
--------------------------------------------------- ------------
Increase in net debt arising on acquisition:
Net cash outflow arising on acquisition (3.0)
Less: Acquisition costs (0.2)
--------------------------------------------------- ------------
(3.2)
--------------------------------------------------- ------------
Acquisition related costs amounted to GBP0.2m and have been
included in the condensed consolidated income statement.
The gross contractual value of the trade and other receivables
was GBP0.3m. The best estimate at the acquisition date of the
contractual cash flows not expected to be collected was GBPnil.
Deferred consideration of GBP0.1m is payable within one
year.
The goodwill arising on acquisition has been allocated to the
Australia CGU and is expected to be deductible for tax purposes.
The goodwill is attributable to:
-- the anticipated profitability of the distribution of the
Group's services in new markets; and
-- the synergies that can be achieved in the business
combination including management, processes and maximising site
capacities.
The business was acquired on 1 September 2023 and contributed
GBP0.2m revenue and GBP0.0m adjusted operating profit for the
period between the date of acquisition and the balance sheet
date.
If the acquisition had been completed on the first day of the
financial period, the acquisition would have contributed GBP1.2m to
Group revenue, GBP0.2m to Group operating profit and GBP0.4m
adjusted operating profit (after adding back GBP0.2m for
acquisition costs).
During the year deferred consideration of EUR2.0m (GBP1.7m) was
also paid in relation to the acquisition of the conveyor chain
business of Industrias YUK S.A. in the prior year.
Total net cash outflow arising on acquisitions:
Davidson Chain Pty (3.0)
Industrias YUK S.A. (1.7)
----------------------------------------------------- ------
(4.7)
----------------------------------------------------- ------
Total increase in net debt arising on acquisitions:
Davidson Chain Pty (3.2)
Industrias YUK S.A. (1.7)
----------------------------------------------------- ------
(4.9)
----------------------------------------------------- ------
11. Prior period adjustments
Following a review of complex tax judgements looking back over a
number of years undertaken at the last financial year end, a prior
year adjustment of GBP1.3m was identified relating to errors in the
recognition of deferred tax on certain intragroup and stock
consolidation adjustments. Included in this amount is the
recognition of deferred tax for losses following errors identified
in the profitability forecasts for which increased deferred tax can
be ascribed. The prior year adjustment to deferred tax is offset by
an equal and opposite adjustment to current tax arising in respect
of an error identified in the Group's historic transfer pricing
calculation. A final adjustment has been identified in relation to
a deferred tax asset in respect of interest restriction of GBP1.2m
which should have been recognised historically to the extent it
offsets the deferred tax liability in the respective tax
jurisdiction. The adjustment recognises this deferred tax asset in
the opening balance and opening reserves of the Group.
The impact, on a line item basis for those affected, on the
Condensed balance sheet as at 30 September 2022 is as follows:
Condensed consolidated Deferred
balance sheet as at 30 As previously / Current
September 2022 reported tax recognition Restated
GBPm GBPm GBPm
--------------------------- -------------- ----------------- -----------
Assets
Non-current assets
Deferred tax assets 13.3 2.5 15.8
--------------------------------- -------------- ----------------- -----------
13.3 2.5 15.8
------------------------------ -------------- ----------------- -----------
Total assets 258.7 2.5 261.2
--------------------------------- -------------- ----------------- -----------
Liabilities
Current liabilities
Current tax (3.2) (1.3) (4.5)
--------------------------------- -------------- ----------------- -----------
(3.2) (1.3) (4.5)
------------------------------ -------------- ----------------- -----------
Total Liabilities (221.7) (1.3) (223.0)
--------------------------------- -------------- ----------------- -----------
Net assets 37.0 1.2 38.2
--------------------------------- -------------- ----------------- -----------
Equity
Retained earnings 13.7 1.2 14.9
--------------------------------- -------------- ----------------- -----------
Total shareholders' funds 37.0 1.2 38.2
--------------------------------- -------------- ----------------- -----------
12. Alternative performance measures
In order to provide users of the accounts with a clear and
consistent presentation of the performance of the Group's ongoing
trading activity, the Group uses various alternative performance
measures (APMs). Amortisation of acquired intangible assets,
restructuring costs, discontinued operations and material one-off
items or remeasurements are added back / (deducted) as adjusting
items as management seek to present a measure of performance which
is not impacted by material non-recurring items or items considered
non-operational. Performance measures for the Group's ongoing
trading activity are described as 'Adjusted' and are used to
measure and monitor performance as management believe these
measures enable users of the financial statements to better assess
the trading performance of the business. In addition, the Group
reports sales and profit measures at constant exchange rates.
Constant exchange rate metrics exclude the impact of foreign
exchange translation, by retranslating the current year results
using prior year exchange rates.
The APMs used by the Group include:
APM Reference Explanation of APM
----------------------------------- ---------- -------------------------------------
-- adjusted operating profit A Adjusted measures are used
by the Group as a measure
of underlying business performance,
adding back items that do
not relate to underlying
performance
-------------------------------------
-- adjusted profit before taxation B
-------------------------------------
-- adjusted EPS C
-- return on sales D
-- operating profit gearing D
----------------------------------- ---------- -------------------------------------
-- revenue at constant exchange E Constant exchange rate metrics
rates adjust for constant foreign
exchange translation and
are used by the Group to
better understand year-on-year
changes in performance
-------------------------------------
-- adjusted operating profit F
at constant exchange rates
-------------------------------------
-- return on sales at constant G
exchange rates
----------------------------------- ---------- -------------------------------------
-- EBITDA H EBITDA is a widely utilised
measure of profitability,
adjusting to remove non-cash
depreciation, amortisation
charges and share-based payment
charge
-------------------------------------
-- adjusted EBITDA H
-------------------------------------
-- operating cash flow H
----------------------------------- ---------- -------------------------------------
-- net debt I Net debt, leverage and gearing
are used to assess the level
of borrowings within the
Group and are widely used
in capital markets analysis
-------------------------------------
-- leverage ratio J
-------------------------------------
-- gearing ratio K
----------------------------------- ---------- -------------------------------------
-- legacy pension cash costs L The cost of legacy pensions
is used by the Group as a
measure of the cash cost
of servicing legacy pension
schemes
----------------------------------- ---------- -------------------------------------
APMs are defined and reconciled to the IFRS statutory measures
as follows:
(A) Adjusted operating profit
Period ended 30 September 2023
-----------------------------------------------------
Head office
Torque costs and
Chain Transmission eliminations Consolidated
GBPm GBPm GBPm GBPm
--------------------------------------- ------ -------------- -------------- -------------
Operating profit 17.0 4.6 (5.4) 16.2
Add back/(deduct):
Amortisation of acquired intangible
assets 0.5 - - 0.5
Acquisition and reorganisation
costs 0.5 - - 0.5
Assignment of lease of closed
site (2.2) - - (2.2)
--------------------------------------- ------ -------------- -------------- -------------
Adjusted operating profit 15.8 4.6 (5.4) 15.0
--------------------------------------- ------ -------------- -------------- -------------
Period ended 30 September 2022
-----------------------------------------------------
Head office
Torque costs and
Chain Transmission eliminations Consolidated
GBPm GBPm GBPm GBPm
--------------------------------------- ------ -------------- -------------- -------------
Operating profit 12.3 1.5 (5.0) 8.8
Add back/(deduct):
Amortisation of acquired intangible
assets 0.2 - - 0.2
Acquisition costs - - 0.6 0.6
--------------------------------------- ------ -------------- -------------- -------------
Adjusted operating profit 12.5 1.5 (4.4) 9.6
--------------------------------------- ------ -------------- -------------- -------------
Year ended 31 March 2023
-----------------------------------------------------
Head office
Torque costs and
Chain Transmission eliminations Consolidated
GBPm GBPm GBPm GBPm
--------------------------------------- ------ -------------- -------------- -------------
Operating profit 26.5 5.4 (9.0) 22.9
Add back/(deduct):
Amortisation of acquired intangible
assets 0.7 - - 0.7
Acquisition costs - - 0.6 0.6
Adjusted operating profit 27.2 5.4 (8.4) 24.2
--------------------------------------- ------ -------------- -------------- -------------
(B) Adjusted profit before taxation
First half Full year
2023/24 2022/23 2022/23
GBPm GBPm GBPm
--------------------------------------- -------- -------- ----------
Profit before taxation 12.5 6.5 17.3
Add back/(deduct):
Amortisation of acquired intangible
assets 0.5 0.2 0.7
Acquisition and reorganisation costs 0.5 0.6 0.6
Assignment of lease of closed site (2.2) - -
Adjusted profit before taxation 11.3 7.3 18.6
--------------------------------------- -------- -------- ----------
(C) Adjusted earnings per share
Adjusted EPS is reconciled to statutory EPS in Note 6.
(D) Return on sales and operating profit gearing
Head
office
Torque costs
Chain Transmission and eliminations Consolidated
Period ended 30 September
2023 GBPm GBPm GBPm GBPm
--------------------------- ------ -------------- ------------------ -------------
Adjusted operating profit 15.8 4.6 (5.4) 15.0
Total revenue (including
inter-segment sales) 98.9 28.8 (2.4) 125.3
--------------------------- ------ -------------- ------------------ -------------
Return on sales % 16.0% 16.0% n/a 12.0%
--------------------------- ------ -------------- ------------------ -------------
Head office
Torque costs
Chain Transmission and eliminations Consolidated
Period ended 30 September
2022 GBPm GBPm GBPm GBPm
--------------------------- -------- -------------- ------------------- ---------------
Adjusted operating profit 12.5 1.5 (4.4) 9.6
Total revenue (including
inter-segment sales) 95.1 23.0 (1.8) 116.3
--------------------------- -------- -------------- ------------------- ---------------
Return on sales % 13.1% 6.5% n/a 8.3%
--------------------------- -------- -------------- ------------------- ---------------
Head office
Torque costs
Chain Transmission and eliminations Consolidated
Year ended 31 March 2023 GBPm GBPm GBPm GBPm
--------------------------- ------ -------------- ------------------ -------------
Adjusted operating profit 27.2 5.4 (8.4) 24.2
Total revenue (including
inter-segment sales) 202.4 48.8 (4.1) 247.1
--------------------------- ------ -------------- ------------------ -------------
Return on sales % 13.4% 11.1% n/a 9.8%
--------------------------- ------ -------------- ------------------ -------------
Head
office
Torque costs
Chain Transmission and eliminations Consolidated
Period ended 30 September
2023 GBPm GBPm GBPm GBPm
----------------------------------- ------ -------------- ------------------ -------------
Year-on-year change in adjusted
operating profit 3.3 3.1 (1.0) 5.4
Year-on-year change in total
revenue (including inter-segment
sales) 3.8 5.8 (0.6) 9.0
----------------------------------- ------ -------------- ------------------ -------------
Adjusted operating profit
gearing % 87% 53% n/a 60%
----------------------------------- ------ -------------- ------------------ -------------
(E),(F) & (G) Revenue, adjusted operating profit and
adjusted return on sales at constant exchange rates
Head
office
Torque costs
Chain Transmission and eliminations Consolidated
Six months ended 30 September
2023 GBPm GBPm GBPm GBPm
-------------------------------- ------ -------------- ------------------ -------------
Total revenue 98.9 28.8 (2.4) 125.3
Foreign exchange retranslation 2.6 1.0 (0.2) 3.4
-------------------------------- ------ -------------- ------------------ -------------
Revenue at constant exchange
rates 101.5 29.8 (2.6) 128.7
-------------------------------- ------ -------------- ------------------ -------------
Adjusted operating profit 15.8 4.6 (5.4) 15.0
Foreign exchange retranslation 0.2 0.1 - 0.3
-------------------------------- ------ -------------- ------------------ -------------
Adjusted operating profit
at constant exchange rates 16.0 4.7 (5.4) 15.3
-------------------------------- ------ -------------- ------------------ -------------
Return on sales at constant
exchange rates % 15.8% 15.8% n/a 11.9%
-------------------------------- ------ -------------- ------------------ -------------
(H) EBITDA, adjusted EBITDA (earnings before interest, taxation,
depreciation and amortisation) and operating cashflow
First half Full year
2023/24 2022/23 2022/23
GBPm GBPm GBPm
------------------------------------------- -------- ---------- ----------
Operating profit 16.2 8.8 22.9
Depreciation and amortisation 5.4 5.1 11.1
Loss on disposal of plant & equipment - - 0.3
Share-based payments 0.7 0.5 1.3
------------------------------------------- -------- ---------- ----------
EBITDA(1) 22.3 14.4 35.6
Add back/(deduct):
Acquisition and reorganisation costs 0.5 0.6 0.6
Assignment of lease of closed site (2.2) - -
Adjusted EBITDA(1) 20.6 15.0 36.2
------------------------------------------- -------- ---------- ----------
Inventories (3.3) (10.9) (4.5)
Trade and other receivables 2.3 (0.9) (2.8)
Trade and other payables (0.3) 4.2 (4.2)
Provisions 0.2 - 1.0
------------------------------------------- -------- ---------- ----------
Movement in working capital (1.1) (7.6) (10.5)
------------------------------------------- -------- ---------- ----------
Purchase of property, plant and equipment (1.2) (1.9) (7.0)
Purchase of intangible assets (0.6) (0.6) (1.4)
Proceeds from property disposals - 0.3 -
Cash outflow on disposal of right-of-use
assets (0.3) - -
------------------------------------------- -------- ---------- ----------
Net capital expenditure (2.1) (2.2) (8.4)
------------------------------------------- -------- ---------- ----------
Operating cash flow 17.4 5.2 17.3
------------------------------------------- -------- ---------- ----------
(1) The calculation of EBITDA, adjusted EBITDA and operating
cash flow includes the add back for the non-cash share-based
payment charge of GBP0.7m for the period ended 30 September 2023
(2022: GBP0.5m).
(I) Net debt
Net debt is reconciled to the statutory balance sheet in Note
8.
(J) Leverage ratio
At 30 At 30 At 31
September September March
2023 2022 2023
GBPm GBPm GBPm
----------------------------------- ----------- ----------- ----------
Net debt (see Note 8) 28.3 34.0 29.8
H2 2021/22 Adjusted EBITDA - 13.4 -
H1 2022/23 Adjusted EBITDA - 15.0 15.0
H2 2022/23 Adjusted EBITDA 21.2 - 21.2
H1 2023/24 Adjusted EBITDA 20.6 - -
----------------------------------- ----------- ----------- ----------
12 months rolling adjusted EBITDA 41.8 28.4 36.2
----------------------------------- ----------- ----------- ----------
Leverage ratio 0.7 times 1.2 times 0.8 times
----------------------------------- ----------- ----------- ----------
(K) Gearing ratio
Restated(1)
At 30 At 30 At 31
September September March
2023 2022 2023
GBPm GBPm GBPm
--------------------------------------- ----------- ------------ -------
Net debt (see Note 8) 28.3 34.0 29.8
Equity attributable to equity holders
of the parent 51.8 38.2 39.1
Net debt (see Note 8) 28.3 34.0 29.8
--------------------------------------- ----------- ------------ -------
Total capital plus net debt 80.1 72.2 68.9
--------------------------------------- ----------- ------------ -------
Gearing ratio % 35% 47% 43%
--------------------------------------- ----------- ------------ -------
(1) See Note 11 for details of the prior period restatement.
(L) Legacy pension cash costs
First half Full year
2023/24 2022/23 2022/23
GBPm GBPm GBPm
----------------------------------------- -------- -------- ----------
Cash contributions to pension schemes 5.4 2.5 4.6
Pension payments in respect of unfunded
schemes 0.6 0.6 1.2
Scheme administration costs 0.2 0.4 0.7
----------------------------------------- -------- -------- ----------
6.2 3.5 6.5
----------------------------------------- -------- -------- ----------
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