TIDMSRC
RNS Number : 0194Z
SigmaRoc PLC
12 September 2022
12 September 2022
(EPIC: SRC / Market: AIM / Sector: Construction Materials)
SIGMAROC PLC
('SigmaRoc', the 'Company' or the 'Group')
Interim Results
SigmaRoc plc, the AIM listed buy-and-build quarried materials
group, is pleased to announce its unaudited interim results for the
six months ended 30 June 2022.
Highlights
Financial highlights
30 June 2022 30 June 2021 Change
Revenue GBP247.1m GBP84.8m 191.5%
Underlying EBITDA GBP47.6m GBP15.2m 212.2%
Underlying profit before tax GBP29.1m GBP8.7m 233.7%
Underlying EPS 3.61p 2.68p 34.7%
Cash and cash equivalents GBP46.4m GBP19.9m 132.9%
Underlying results are stated before acquisition related
expenses, certain finance costs, redundancy and reorganisation
costs, impairments, amortisation of acquisition intangibles and
share option expense. References to an underlying profit measure
throughout this Annual Report are defined on this basis. Pro-forma
financial information is presented on a like-for-like basis
adjusting for impact of any acquisitions or non-recurring
events.
Financial highlights
-- Strong first half of 2022, demonstrating the effectiveness of the Group's diversified model
-- Revenue of GBP247m, 17% ahead of prior year on a pro-forma basis
-- EBITDA of GBP47.6m, 6% ahead of prior year on a pro-forma
basis reflecting pass through and management of inflationary cost
increases
-- Underlying operating cash generation of GBP22 million, with
leverage within the Group's target range
Strategic highlights
-- Ongoing focus on efficiency with further improvement
initiatives implemented across the portfolio
-- Continued very strong momentum in uptake of our Greenbloc,
ultra-low carbon products technology, with roll out across our
concrete ranges and new capacity investment
-- Acquisitions of Johnston and RightCast completed in the first half
-- Published maiden ESG report with net-zero target set for 2040
-- Creation of quicklime division at Nordkalk based on strong technical competencies
-- Joint venture agreement signed with ArcelorMittal post period end
Outlook
-- H2 trading started well, benefitting from the Group's diversification
-- Demand remains good for both housing and infrastructure, as
well as for industrial minerals
-- Continue to focus on inflationary cost management,
particularly energy, with further operational improvement
initiatives to be implemented
-- The Board is cognisant of the macro-economic backdrop, but
the Group is well placed to make further financial and strategic
progress in H2
-- The long term potential remains exciting, with significant
opportunities to extend our geographical reach and product offering
across a range of markets for high quality construction materials
and industrial minerals
David Barrett, Executive Chairman, commented:
"I am extremely pleased with the performance of the Group
considering the challenges faced in the last six months.
Furthermore, Johnston Quarry Group and RightCast are excellent
additions to the Group and fit the SigmaRoc model well. The Group
remains well positioned for growth and evolution in the coming
months and years, as clearly demonstrated by the very exciting
development with ArcelorMittal. "
Max Vermorken, CEO, commented:
"Amidst a new set of challenges in the first half of the year,
the Group once again demonstrates its drive and agility. We closed
the first six months of 2022 well on track while successfully
managing inflationary pressures across the Group, the industrial
action in Finland and the consequences of the Ukraine conflict.
Our focus for the second half remains on numerous strategic
projects including our industry leading ESG commitments and our
partnership with ArcelorMittal for green quicklime, while
continuing to look for further opportunities to grow."
The full text of the interim statement is set out below,
together with detailed financial results, and will be available on
the Company's website at www.sigmaroc.com.
An investor and analyst call will take place at 8.00 a.m. today.
To participate in the results call, please register your interest
via the following links:
URL:
https://us06web.zoom.us/webinar/register/WN_kiNoUHiWT0uEE_3l4R5Cvw
Should you wish to ask questions of management, there will be an
online Q&A facility to log any questions. It may not be
possible for all questions to be heard during the call.
Any large investor or analyst wishing to arrange a one to one
call with the Company, should contact ir@sigmaroc.com or one of the
Company's Joint Brokers via the relevant contact details below.
Information on the Company is available on its website at
www.sigmaroc.com.
Enquiries:
SigmaRoc plc Tel: +44 (0) 207
Max Vermorken 002 1080
Liberum Capital (Co-Broker and Nominated Tel: +44 (0) 203
Adviser) 100 2000
Neil Patel / Jamie Richards / Ben Cryer
Peel Hunt (Co-Broker) Tel: +44 (0) 20 7418
Mike Bell / Ed Allsopp 8900
Investor Relations Tel: +44 (0) 207
Dean Masefield 002 1080
ir@sigmaroc.com
EXECUTIVE STATEMENT
When COVID-19 hit, our business model showed its inherent
flexibility and our teams their drive and agility. 2022 produced
new challenges and yet again our agility and flexibility showed its
true value. We closed the first half of 2022 well on track with
market expectations. Our central team was able to find savings and
efficiency gains to compensate for unexpected breakdowns and union
strikes. Our commercial teams locally were able to deal with
inflationary cost pressures, leveraging the strategic location of
our footprint and our customer relationships. Our operators were
able to react with agility to an increasingly challenging energy
market, production requirements and customer demand. We are pleased
that the quality of our operators, the inherent diversification in
our model and our strong local market positions have demonstrated
their true value in a time of rapid changes and multiple
challenges.
The Group reported underlying revenue of GBP247.1 million,
representing a 191.5% year-on-year increase, and an underlying
EBITDA of GBP47.6 million, being an uplift of 212.2% year-on-year.
Underlying profit before tax was GBP29.1 million and underlying EPS
was 3.61p representing a 34.7% improvement year-on-year. Revenue
and underlying EBITDA have increased primarily due to the inclusion
of Nordkalk which was acquired in August 2021, together with the
additions of Johnston and RightCast. On a pro-forma adjusted basis
revenue and EBITDA grew by 18% and 6%, respectively, in the first
half.
The strong trading performance and continuation of careful and
effective cash management strategies has led to a strong cash
position at 30 June 2022 of GBP46.4 million. Whilst the Group has
continued its investment led growth strategy with the acquisitions
of Johnston and RightCast, for a total initial consideration of
GBP38 million, the Group's Adjusted Leverage Ratio at 30 June 2022
had reduced to 2.24x, which is within our long term target
range.
Operating performance
The majority of Group businesses performed ahead of the Board's
expectations during the first half of 2022, which enabled the
Company to offset the impact of the union strike at our leading
pulp and paper customer in the first quarter.
In the Channel Islands phasing of significant construction
projects created a modest decline in demand early in the year, but
with residential development still buoyant in Jersey, and with
rising confidence in Guernsey, targets for the half year were
exceeded. The residential sector is expected to remain strong and,
with more favourable project phasing coming through in H2, we
anticipate good sales volumes through the rest of the year.
PPG continued its strong performance, with demand consistent
across the period and cost increases passed-on through regular
price increases. Allen Concrete continued its strong volume trend
from 2021, Poundfield had a slightly subdued start to the year but
closed the period with a very busy bespoke projects division and
CCP operated at close to maximum capacity, with additional shifts
added to meet the rising demand.
Our rebranded England & Wales platform traded well after
recovering from a challenging start at Harries and the inclusion of
Johnston from February. Revenue for Harries was strong throughout
the period, but margin performance was impacted in January and
February as a result of equipment issues which increased
maintenance and plant hire costs. This has been recovered by
improved margins through a combination of premium aggregate product
sales and operating cost efficiencies. At Johnston construction
aggregate demand from Lincolnshire quarries was subdued as large
infrastructure projects were delayed but this was offset by strong
demand for agricultural lime.
Dimension Stone had a particularly strong first half in 2022,
with an exceptionally strong order book translating into high
volumes. Inflationary input cost pressure was mitigated by regular
price increases and we further benefitted from very good
electricity generation from a new solar panel installation.
Our Benelux platform had mixed results but overall performed in
line with expectations. B-Mix had a very strong first half of the
year with volumes ahead of budget translating into good EBITDA
growth. Cuvelier was in line with expectations and GduH behind due
to offtake volumes not being adhered to, which will correct in H2
2022 through a contractual take-or-pay mechanism.
Nordkalk faced particularly challenging conditions in the early
part of the year, including:
-- The Russian invasion of Ukraine displacing three employees and their families;
-- Significant energy cost increases and concern over supply arrangements;
-- Union strike at UPM in Finland which persisted for almost 4 months; and
-- Unexpected plant shutdown at customer, SSAB, in January.
Through active collaboration between SigmaRoc technical teams
and the regional teams within Nordkalk, many of the challenges were
met head-on. Further savings were found across the Group and
Nordkalk's commercial teams were able to manage the inflationary
pressure well through a combination of hedging and dynamic pricing.
The impact from customer interruptions was successfully mitigated
through the implementation of cost saving programmes across the
Group combined with catchup demand through the remainder of the
period. The challenges of the Ukraine conflict should also not be
forgotten. Nordkalk staff in Poland were very active in assisting
our Ukrainian staff and their families to relocate to safety when
possible, with those who had to remain in Ukraine being located
near the Polish border. As a result, Nordkalk had a good first half
of 2022 in ways beyond the purely financial.
Safety
The Group has continued to progress and improve its safety
culture across the first half of 2022 by focusing on 3 key areas:
1. Structure & Compliance by ensuring corrective actions are
properly closed out and on time; 2. Proactive Prevention by
focusing on each businesses' 3-5 core risks; 3. Learn & Improve
through thorough investigations and timely communication. We are
pleased to report a 21% period-on-period reduction in incident
frequency rate; no increase in harm frequency rate and a 277%
period-on-period increase in near hit, hazard and risk reporting.
With the addition of two new businesses during the period the Group
has leveraged its established health & safety tools and
procedures, including the internally developed safety management
system HighVizz which has helped increase reporting, decrease
incidents and improve safety awareness and culture.
Invest, improve, integrate, innovate
At the end of January 2022, the Group acquired Johnston for an
initial cash consideration of GBP35.5 million. Johnston is a
specialist quarried materials supplier producing construction
aggregates and premium quality building stone, as well as
agricultural lime for soil improvement. Its aggregate products are
typically used in infrastructure projects, with its unique
Cotswolds Ironstone and Bath Stone used in specified high end
housing and architectural applications. The business currently
operates five active quarries and mines and two separate processing
sites located across the south-west of England, Oxfordshire and
Lincolnshire. Johnston has access to 86 million tonnes of freehold
and leasehold reserves and resources giving JQG an average life of
mine of over 40 years.
For the 12 months to 30 September 2021, Johnston reported
revenue of GBP14.7 million, generating EBITDA of GBP5.9 million and
profit before tax of GBP3.6 million. The acquisition was funded
from the Group's existing resources, including the assumption of
approximately GBP10 million in borrowings comprising long term debt
and plant hire contracts.
In April 2022, the Group acquired RightCast for an initial cash
consideration of GBP2.55 million with a further GBP0.45 million
deferred consideration payable in 12 months subject to certain
conditions. RightCast is a precast concrete producer specialising
in the production of concrete stair flights and landings.
For the 12 months ended 31 October 2021, RightCast reported
revenue of GBP3.1 million, generating EBITDA of GBP0.6 million and
profit after tax of GBP0.5 million. The acquisition was funded from
the Group's existing resources and RightCast has been integrated
into the PPG platform. RightCast brought with it a strong pipeline
of work, well established team and complimentary product offering
to PPG.
The market reaction to Greenbloc has surpassed our expectations.
We have invested significantly in our own manufacturing facilities
to keep pace with demand, while the PPG platform has also acquired
and developed additional UK sites to facilitate the development and
manufacture of ultra-low carbon construction products that go
beyond concrete blocks.
From the start of this year every product currently manufactured
by SigmaRoc's PPG platform is now available in a cement-free
ultra-low carbon option. From September 2022 we expect up to 50% of
all products produced by the PPG Platform to fall under the
Greenbloc brand.
Our strategic collaboration agreement with Marshalls, which was
established on the back of our leadership in the market with
Greenbloc, has accelerated during the first half of 2022. We have
multiple workstreams focusing on pushing existing technologies to
their limits while also developing new manufacturing techniques.
Together with Marshalls, we remain committed to improving how
concrete is specified within the build environment and reducing its
carbon footprint significantly.
In the Channel Islands all ready-mix concrete and concrete
products are now offered with a low carbon cement blend option, and
the ultra-low carbon offering for ready-mix concrete is gathering
traction in the market.
Organic development
Development of the 2 million tonne quarry extension in Jersey,
which was consented in 2021, has progressed well, with sales of
product from the extended area already underway. In Guernsey, the
planning application to develop the new quarry resource at Chouet
is expected to be determined in autumn 2022, with extraction
anticipated to commence early next year.
In Poland, a new limestone deposit was opened, with planned
reserve extensions expected to add a total of 35 million tonnes to
the Group's reserves and resources.
In Belgium, quarry extension works are on track at Soignies with
construction of the new road around the extension area progressing
well, which should enable excavations of overburden in Q4'22.
Furthermore, work is nearly complete on the construction of our
first mainland Europe precast production facility in Belgium with
first products expected off the production line in September
2022.
Environmental, Social and Governance (ESG)
In April 2022 the Group published its first ESG report which
contains extended detail on its Environmental, Social and
Governance policies and initiatives, as well as a detailed roadmap
to net-zero. The report provides further detail on a large number
of initiatives already in place across the Group to manage its
energy use and sourcing, as well as accelerate its successful track
record in innovation to both meet demanding ESG targets and further
enhance competitiveness. In summary of the ESG report, we aim
to:
-- provide option for 100% of manufactured products to utilise
waste/recycled materials by 2025;
-- utilise 100% of production materials by 2027;
-- be free of fossil fuel use by 2032; and
-- achieve net-zero by 2040.
No other operator in the lime sector has committed to these
targets and no other building materials producer is presently able
to offer certified products with ultra-low carbon credentials
totally free of cement, across the entire range of its
products.
More specifically, in Belgium feasibility studies to further
increase green energy sourcing have been initiated. These include
new wind installations and further increases of solar capacity on
site at Soignies.
In West Wales Harries contributed to a successful
"nappy-enhanced" asphalt trial, whereby 2.4km of roadway was
surfaced using asphalt that contained recycled nappies. The fibres
from the nappies improve binding of bitumen with aggregate,
resulting in a more durable road surface which is expected to
remain in situ for up to 20 years while also providing reduced road
noise.
As part of our commitment to employees as well has their
families and the communities they love and work in, West Wales held
a Family Fun Day w ith over 200 people attending . This was an
opportunity for everyone to come together, have fun and relax as
well as raise money for local charities with additional support
from other local businesses.
Furthering our governance initiatives, we are pleased to advise
that Julie Kuenzel has been appointed as Company Secretary with
immediate effect. Julie holds a Bachelor of Commerce Degree, is a
Chartered Accountant and working toward membership with the
Chartered Governance Institute UK & Ireland. Julie has over 20
years' experience working in a wide range of industries in senior
management positions. More recently, Julie has been focussed on
providing financial and corporate governance advice to listed
companies. Julie replaces Westend Corporate, who remain as the
Group's financial accountants. Julie bolsters the Group's already
strong corporate governance function and will report to the Board
on all compliance related matters.
In April 2022, Axelle Henry joined the Board as an independent
NED. Ms Henry brings significant financial skill to the Group given
her role as CFO of a major investment fund and also adds fresh
perspective to the Board with her knowledge of sectors which are
more brand and innovation oriented.
To support both our businesses and our communities, we are
continuing to develop our working relationships with the military
and military employment charities and are registered with the
Career Transition Partnership. We will help facilitate resettlement
and transition from military to civilian life as well as support
civilian spouses and partners of serving and ex-Forces personnel on
their journey into employment.
Across all our platforms, our business model of local business
for local communities ensures that we continue to integrate into
the areas we work, supporting both other local businesses,
projects, and communities.
Corporate
Our 2021 annual results were released in March 2022 and in April
2022 we held our Annual General Meeting with all resolutions being
passed.
Outlook
Trading in the early part of H2 2022 has started well, with the
Group benefitting from its broad end market and geographical
diversification. Demand remains good both for housing and
infrastructure, as well as for industrial minerals. The Group has
successfully dealt with various supply chain and inflationary
headwinds in H1 2022 and has continued to do so into H2 2022, with
particular focus on energy costs and continuous operational
improvement initiatives.
Looking further ahead, we maintain our focus on a number of
important strategic projects identified in the FY21 annual report,
including our ambitious ESG commitments, continuing our disciplined
investment strategy and pursuing organic growth and margin
improvement through expansion of our markets and sales
networks.
We continue to see significant opportunity to extend our
geographical reach and product offering across a range of markets
for high quality construction materials and industrial minerals.
The Group remains well placed to continue its growth and
development while actively managing a challenging macro landscape
and horizon.
David Barrett Max Vermorken Garth Palmer
Executive Chairman Chief Executive Officer Chief Financial Officer
9 September 2022
CONSOLIDATED INCOME STATEMENT
6 months to 30 June 2022 6 months to 30 June 2021
Unaudited Unaudited
Non-underlying* Non-underlying*
Underlying (Note 8) Total Underlying (Note 8) Total
Continued GBP'000
operations Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------- ------ ---------- --------------- --------- ----------- --------------- --------
Revenue 6 247,067 - 247,067 84,760 - 84,760
---------- --------------- --------- ----------- --------------- --------
Cost of sales 7 (193,918) - (193,918) (61,585) - (61,585)
Profit from
operations 53,149 - 53,149 23,175 - 23,175
---------- --------------- --------- ----------- --------------- --------
Administrative
expenses 7 (21,410) (9,766) (31,176) (13,117) (2,398) (15,515)
Net finance
(expense)/income (3,349) (764) (4,113) (1,306) - (1,306)
Other net
(losses)/gains 576 (9) 567 46 822 868
Foreign Exchange 157 - 157 (89) - (89)
Profit/(loss)
before tax 29,123 (10,539) 18,584 8,709 (1,576) 7,133
---------- --------------- --------- ----------- --------------- --------
Tax expense (5,206) - (5,206) (1,236) - (1,236)
Profit/(loss) 23,917 (10,539) 13,378 7,473 (1,576) 5,897
---------- --------------- --------- ----------- --------------- --------
Profit/(loss)
attributable to:
Owners of the
parent 23,067 (10,539) 12,528 7,467 (1,571) 5,895
Non-controlling
interests 850 - 850 6 (4) 2
---------- --------------- ---------
23,917 (10,539) 13,378 7,473 (1,576) 5,897
---------- --------------- --------- ----------- --------------- --------
Basic earnings
per share
attributable
to owners of the
parent
(expressed
in pence per
share) 15 3.61 (1.65) 1.96 2.68 (0.56) 2.12
---------- --------------- --------- ----------- --------------- --------
Diluted earnings
per share
attributable
to owners of the
parent
(expressed
in pence per
share) 15 3.46 (1.58) 1.88 2.45 (0.52) 1.93
---------- --------------- --------- ----------- --------------- --------
* Non-underlying items represent acquisition related expenses,
restructuring costs, certain finance costs, share option expense
and amortisation of acquired intangibles. See Note 8 for more
information.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
6 months 6 months
to 30 June to 30 June
2022 2021
Unaudited Unaudited
Note GBP'000 GBP'000
------------------------------------------------ ---- ----------- -----------
Profit for the year 13,378 5,897
----------- -----------
Other comprehensive income:
Items that will or may be reclassified to
profit or loss:
Currency exchange (losses) / gains 11,306 (3,074)
Cash flow hedges - effective portion of changes
in fair value 11,678 -
Remeasurement of the net defined benefits
liability 13 -
22,997 (3,074)
----------- -----------
Total comprehensive income 36,375 2,823
----------- -----------
Total comprehensive income attributable to:
Owners of the parent 35,518 2,822
Non-controlling interests 12 857 1
----------- -----------
Total comprehensive income for the period 36,375 2,823
----------- -----------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Company number: 05204176
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
Note GBP'000 GBP'000 GBP'000
--------------------------------- ----- ---------- ---------- -----------
Non-current assets
Property, plant and equipment 9 277,364 147,109 256,436
Intangible assets 10 355,222 51,181 306,436
Investment in equity-accounted
associate 11 528 - 524
Investment in joint ventures 11 5,283 - 5,134
Derivative financial assets 11,989 - 870
Other receivables 4,879 12 4,759
Deferred tax asset 3,915 956 3,129
659,180 199,258 577,288
---------- ---------- -----------
Current assets
Trade and other receivables 94,097 30,828 73,254
Inventories 56,028 14,792 44,530
Cash and cash equivalents 46,427 19,937 69,916
Derivative financial assets 10,180 174 4,327
206,732 65,731 192,027
---------- ---------- -----------
Total assets 865,912 264,989 769,315
---------- ---------- -----------
Current liabilities
Trade and other payables 119,933 48,511 98,213
Derivative financial liabilities 1,372 - 737
Provisions 4,982 - 4,024
Current tax payable 3,811 1,158 3,934
Borrowings 13 30,021 5,235 21,723
160,119 54,904 128,631
---------- ---------- -----------
Non-current liabilities
Borrowings 13 13 233,363 67,546 212,199
Employee benefit liabilities 1,575 - 1,589
Derivative financial liabilities 1,057 - -
Deferred tax liabilities 9,710 3,917 5,190
Provisions 5,094 5,391 6,151
Other payables 4,484 5,100 4,401
---------- ---------- -----------
255,283 81,954 229,530
---------- ---------- -----------
Total Liabilities 415,102 136,858 358,161
---------- ---------- -----------
Net assets 450,510 128,131 411,154
---------- ---------- -----------
Equity attributable to owners
of the parent
Share capital 14 6,382 2,799 6,379
Share premium 14 400,022 107,893 399,897
Share option reserve 9,307 807 3,104
Other reserves 12,797 473 (11,236)
Retained earnings 12,781 14,924 2,116
Equity attributable to owners
of the parent 441,289 126,896 400,260
Non-controlling interest 12 9,221 1,235 10,894
---------- ---------- -----------
Total Equity 450,510 128,131 411,154
---------- ---------- -----------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Non-controlling
Share Share option Other Retained interest
capital premium reserve reserves earnings Total Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------- ------ ------- ------- ------- -------- -------- --------- ----------------- ---------
Balance as at 1
January
2021 2,788 107,418 847 3,293 9,218 123,564 - 123,564
------- ------- ------- -------- -------- --------- ----------------- ---------
Profit for the
period - - - - 5,895 5,895 2 5,897
Currency translation
differences - - - (3,073) - (3,073) (1) (3,074)
Total comprehensive
income for the
period - - - (3,073) 5,895 2,822 1 2,823
------- ------- ------- -------- -------- --------- ----------------- ---------
Contributions by
and distributions
to owners
Issue of ordinary
shares 11 475 - - - 486 1,234 1,721
Share option charge - - 24 - - 24 - 24
Exercise of share
options - - (64) - 64 - - -
Movement in equity - - - 253 (253) - - -
Total contributions
by and
distributions
to owners 11 475 (40) 253 (190) 510 1,234 1,744
------- ------- ------- -------- -------- --------- ----------------- ---------
Balance as at 30
June 2021 2,799 107,893 807 473 14,924 126,896 1,235 128,131
------- ------- ------- -------- -------- --------- ----------------- ---------
Balance as at 1
January
2022 6,379 399,897 3,104 (11,236) 2,116 400,260 10,894 411,154
------- ------- ------- -------- -------- --------- ----------------- ---------
Profit for the
period - - - - 12,528 12,528 850 13,378
------- ------- ------- -------- -------- --------- ----------------- ---------
Currency translation
differences - - - 11,299 - 11,299 7 11,306
Other comprehensive
income - - - 11,691 - 11,691 - 11,691
------- ------- ------- -------- -------- --------- ----------------- ---------
Total comprehensive
income for the
period - - - 22,990 12,528 35,518 857 36,375
------- ------- ------- -------- -------- --------- ----------------- ---------
Contributions by
and distributions
to owners
Issue of ordinary
shares 14 3 125 - - - 128 - 128
Share option charge - - 6,380 - - 6,380 - 6,380
Exercise of share
options - - (177) - 177 - - -
Dividends - - - - (1,686) (1,686) (2,530) (4,216)
Movement in equity - - - 1,043 (354) 689 - 689
------- ------- ------- -------- -------- --------- ----------------- ---------
Total contributions
by and
distributions
to owners 3 125 6,203 1,043 (1,863) 5,511 (2,530) 2,981
------- ------- ------- -------- -------- --------- ----------------- ---------
Balance as at 30
June 2022 6,382 400,022 9,307 12,797 12,781 441,289 9,221 450,510
------- ------- ------- -------- -------- --------- ----------------- ---------
CASH FLOW STATEMENTS
6 months 6 months
to 30 June to 30 June
2022 2021
Unaudited Unaudited
Note GBP'000 GBP'000
------------------------------------------------ ---- ----------- -----------
Cash flows from operating activities
Profit 13,378 5,897
Adjustments for:
Depreciation and amortisation 15,830 6,076
Share option expense 6,597 23
Loss/(gain) on sale of property, plant and
equipment (358) 79
Net finance costs 4,113 1,306
Other non-cash adjustments 407 (858)
Net tax paid (1,441) 549
Share of earnings from associates (201) -
Increase in trade and other receivables (13,325) (5,096)
Increase in inventories (8,501) (1,163)
(Decrease)/increase in trade and other payables 3,383 (1,026)
Decrease in provisions (539) (596)
Net cash flows from operating activities 19,343 5,191
----------- -----------
Investing activities
Purchase of property, plant and equipment 9 (15,063) (4,119)
Cash paid for acquisition of subsidiaries
(net of cash acquired) (36,648) (9,856)
Sale of property plant and equipment 779 1
Purchase of intangible assets 10 (535) -
Financial derivatives 302 -
Interest received 2,959 -
Net cash used in investing activities (48,206) (13,974)
----------- -----------
Financing activities
Proceeds from share issue 128 1,721
Finance costs (6,714) (705)
Proceeds from borrowings 28,901 4,444
Repayment of borrowings (16,257) (4,124)
Dividends paid (1,686) -
----------- -----------
Net cash generated from financing activities 4,372 1,336
----------- -----------
Net increase in cash and cash equivalents (24,491) (7,447)
Cash and cash equivalents at beginning of
period 69,916 27,452
Exchange (losses)/gains on cash 1,002 (68)
Cash and cash equivalents and end of period 46,427 19,937
----------- -----------
NOTES TO THE FINANCIAL STATEMENTS
1. General Information
The principal activity of SigmaRoc plc (the 'Company') is to
make investments and/or acquire projects in the construction
materials sector and through its subsidiaries (together the
'Group') is the production of high-quality aggregates and supply of
value-added construction materials. The Company's shares are
admitted to trading on the AIM market of the London Stock Exchange
('AIM'). The Company is incorporated and domiciled in the United
Kingdom.
The address of its registered office is Suite 1, 15 Ingestre
Place, London, W1F 0DU.
2. Basis of preparation
The interim financial statements have been prepared in
accordance with IAS 34 - Interim Financial Reporting, as adopted by
the UK. The interim financial statements have been prepared
applying the accounting policies and presentation that were applied
in the annual financial statements for the year ended 31 December
2021. The condensed interim financial stat ements should be read in
conjunction with the annual financial statements for the year ended
31 December 2021.
The interim financial information set out above does not
constitute statutory accounts within the meaning of the Companies
Act 2006. It has been prepared on a going concern basis in
accordance with the recognition and measurement criteria of
International Financial Reporting Standards (IFRS) as adopted by
the UK.
Statutory financial statements for the period ended 31 December
2021 were approved by the Board of Directors on 23 March 2022 and
delivered to the Registrar of Companies. The report of the auditors
on those financial statements was unqualified. The comparative
financial information for the interim period ended 30 June 2021 and
year ended 31 December 2021 is for the Group only.
Going concern
The Directors, having made appropriate enquiries, consider that
adequate resources exist for the Company and Group to continue in
operational existence for the foreseeable future and that,
therefore, it is appropriate to adopt the going concern basis in
preparing the condensed interim financial statements for the period
ended 30 June 2022.
Risks and uncertainties
The Board continuously assesses and monitors the key risks of
the business. The key risks that could affect the Company's
medium-term performance and the factors that mitigate those risks
have not substantially changed from those set out in the Company's
2021 Annual Report and Financial Statements, a copy of which is
available on the Company's website: www.sigmaroc.com . The key
financial risks are liquidity risk, credit risk, interest rate risk
and fair value estimation.
Critical accounting estimates
The preparation of condensed interim financial statements
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the end of the
reporting period. Significant items subject to such estimates are
set out in Note 4 of the Company's 2021 Annual Report and Financial
Statements. The nature and amounts of such estimates have not
changed significantly during the interim period.
Foreign Currencies
a) Functional and Presentation Currency
Items included in the Financial Statements are measured using
the currency of the primary economic environment in which the
entity operates (the 'functional currency'). The Financial
Statements are presented in Pounds Sterling, rounded to the nearest
pound, which is the Group's functional currency.
b) Transactions and Balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions or valuation where such items are re-measured. Foreign
exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies
are recognised in the Income Statement. Foreign exchange gains and
losses that relate to borrowings and cash and cash equivalents are
presented in the Income Statement within 'finance income or costs.
All other foreign exchange gains and losses are presented in the
Income Statement within 'Other net gains/(losses)'.
Translation differences on non-monetary financial assets and
liabilities such as equities held at fair value through profit or
loss are recognised in profit or loss as part of the fair value
gain or loss. Translation differences on non-monetary financial
assets measured at fair value, such as equities classified as
available for sale, are included in other comprehensive income.
c) Group companies
The results and financial position of all the Group entities
(none of which has the currency of a hyperinflationary economy)
that have a functional currency different from the presentation
currency are translated into the presentation currency as
follows:
-- assets and liabilities for each period end date presented are
translated at the period-end closing rate;
-- income and expenses for each Income Statement are translated
at average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are
translated at the dates of the transactions); and
-- all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the
translation of the net investment in foreign entities, and of
monetary items receivable from foreign subsidiaries for which
settlement is neither planned nor likely to occur in the
foreseeable future, are taken to other comprehensive income. When a
foreign operation is sold, such exchange differences are recognised
in the Income Statement as part of the gain or loss on sale.
3. Accounting policies
Except as described below, the same accounting policies,
presentation and methods of computation have been followed in these
condensed interim financial statements as were applied in the
preparation of the company's annual financial statements for the
year ended 31 December 2021, except for the impact of the adoption
of the Standards and interpretations described in para 3.1
below:
3.1. Changes in accounting policy and disclosures
(a) Accounting developments during 2022
The International Accounting Standards Board (IASB) issued
various amendments and revisions to International Financial
Reporting Standards and IFRIC interpretations. The amendments and
revisions were applicable for the period ended 30 June 2022 but did
not result in any material changes to the financial statements of
the Group or Company.
(b) New standards, amendments and interpretations in issue but
not yet effective or not yet endorsed and not early adopted
Standard Impact on initial application Effective date
--------- ------------------------------ ---------------
IAS 12 Income taxes 1 January 2023
------------------------------ ---------------
IFRS 17 Insurance contracts 1 January 2023
------------------------------ ---------------
IAS 8 Accounting estimates 1 January 2023
------------------------------ ---------------
IAS 1 Classification of Liabilities 1 January 2023
as Current or Non-Current.
------------------------------ ---------------
The Group is evaluating the impact of the new and amended
standards above which are not expected to have a material impact on
the Group's results or shareholders' funds.
4. Dividends
No dividend has been declared or paid by the Company during the
six months ended 30 June 2022 (2021: nil).
5. Segment Information
Management has determined the operating segments based on
reports reviewed by the Board of Directors that are used to make
strategic decisions. During the periods presented the Group had
interests in four key geographical segments, being the United
Kingdom, Channel Islands, Belgium and Northern Europe. Activities
in the United Kingdom, Channel Islands, Belgium and Northern Europe
relate to the production and sale of construction material products
and services .
6 months to 30 June 2022
-----------------------------------------------------
United Channel Belgium Northern Total
Kingdom Islands Europe
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------- ---------- ---------- ------- -------- ------------
Revenue 51,343 15,021 43,224 137,479 247,067
---------- ---------- ------- -------- ------------
Profit from operations per
reportable segment 12,093 5,085 11,865 24,106 53,149
---------- ---------- ------- -------- ------------
Additions to non-current
assets 57,501 (401) (2,191) 26,984 81,893
Reportable segment assets 180,906 49,787 116,653 518,566 865,912
Reportable segment liabilities 280,673 5,500 30,015 99,214 415,102
---------- ---------- ------- -------- ------------
6 months to 30 June 2021
United Channel Belgium Total
Kingdom Islands
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------------- -------- -------- ------- -------
Revenue 35,225 14,367 35,168 84,760
-------- -------- ------- -------
Profit from operations per reportable
segment 7,433 5,016 10,726 23,175
-------- -------- ------- -------
Additions to non-current assets 290 (874) 4,812 4,228
Reportable segment assets 105,919 47,254 111,816 264,989
Reportable segment liabilities 76,767 4,981 55,110 136,858
-------- -------- ------- -------
6. Revenue
Consolidated
---------------------
6 months 6 months
to 30 June to 30 June
2022 2021
Unaudited Unaudited
GBP'000 GBP'000
---------------------------------------------- ------------- -----------
Upstream products 28,009 11,383
Value added products 191,046 64,332
Value added services 23,171 6,832
Other 4,842 2,213
247,067 84,760
------------- -----------
Upstream products revenue relates to the sale of aggregates and
cement. Value added products is the sale of finished goods that
have undertaken a manufacturing process within each of the
subsidiaries. Value added services consists of the transportation,
installation and contracting services provided.
All revenues from upstream and value added products relate to
products for which revenue is recognised at a point in time as the
product is transferred to the customer. Value added services
revenues are accounted for as products and services for which
revenue is recognised over time.
Whilst the Group has contract revenue, this amount is not deemed
to be material under IFRS 15.
7. Expenses by nature
6 months 6 months
to 30 June to 30 June
2022 2021
Unaudited Unaudited
GBP'000 GBP'000
-------------------------------------- ----------- -----------
Cost of sales
Raw materials and production 92,942 22,592
Distribution and selling expenses 19,654 3,850
Employee benefit expenses 46,614 18,801
Maintenance expense 10,196 3,627
Plant hire expense 3,008 2,627
Depreciation and amortisation expense 15,091 5,221
Other costs of sale 6,413 4,867
Total cost of sales 193,918 61,585
----------- -----------
Administrative expenses
Operational admin expenses 19,666 12,421
Corporate admin expenses 11,510 3,094
Total administrative expenses 31,176 15,515
----------- -----------
Depreciation and amortisation expense is a combination of
property, plant and equipment depreciation and amortisation of
intangible assets.
8. Non-underlying items
As required by IFRS 3 - Business Combinations, acquisition costs
have been expensed as incurred. Additionally, the Group incurred
costs associated with obtaining debt financing, including advisory
fees to restructure the Group to satisfy lender requirements.
6 months 6 months
to 30 June to 30 June
2022 2021
Unaudited Unaudited
GBP'000 GBP'000
------------------------------------- ----------- -----------
Acquisition related expenses 1,849 349
Restructuring expenses 801 396
Share options expense 6,696 23
Amortisation of acquired intangibles 739 808
Other non-underlying 454 -
10,539 1,576
----------- -----------
Acquisition related expenses include costs relating to the due
diligence of prospective pipeline acquisitions and other direct
costs associated with merger & acquisition activity including
accounting fees, legal fees and other consulting fees.
Amortisation of acquired assets are non-cash items which distort
the underlying performance of the businesses acquired.
Restructuring expenses include advisory fees, additional legal
fees relating to the refinancing and redundancy costs.
Share option expense is the fair value of the share options
issued and or vested during the period.
Other non-underlying costs include COVID-19 related costs,
professional adviser fees and other associated costs.
9. Property, plant and equipment
Office Land Land Plant Furniture Construction
equipment and minerals and buildings and machinery and vehicles in progress Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ ---------- ------------- -------------- -------------- ------------- ------------ --------
Cost
As at 1 January
2021 4,225 104,379 45,948 98,498 24,537 1,247 278,834
---------- ------------- -------------- -------------- ------------- ------------ --------
Acquired through
acquisition of
subsidiary 213 - 179 7,672 4,146 - 12,210
Fair value
adjustments - - - 633 (383) (250) -
Additions 165 183 1,899 1,600 234 37 4,118
Disposals - (14) - (66) (103) - (183)
Forex (110) (162) (1,067) (2,906) (41) - (4,286)
As at 30 June
2021 4,493 104,386 46,959 105,431 28,390 1,034 290,693
---------- ------------- -------------- -------------- ------------- ------------ --------
Acquired through
acquisition of
subsidiary - 81,482 70,443 185,753 - 10,667 348,345
Transfer between
classes - - 1,149 133 - (1,282) -
Fair value
adjustments - 3,433 1,539 - - - 4,972
Additions 198 3,141 1,869 8,344 2,060 2,824 18,436
Disposals - (177) (592) (7,698) (5,905) - (14,372)
Forex (97) (2,298) (134) (2,045) 50 - -4,524
---------- ------------- -------------- -------------- ------------- ------------ --------
As at 31 December
2021 4,594 189,967 121,233 289,918 24,595 13,243 643,550
---------- ------------- -------------- -------------- ------------- ------------ --------
Acquired through
acquisition of
subsidiary 159 9,248 994 10,931 251 1,730 23,313
Transfer between
classes - - - 364 - (364) -
Fair value
adjustment - - (68) - 2,192 - 2,124
Additions 106 2,303 1,176 8,084 423 2,971 15,063
Disposals (5) -- - (1,254) (112) - (1,371)
Forex 93 2,742 975 2,206 201 (46) 6,171
---------- ------------- -------------- -------------- ------------- ------------ --------
As at 30 June
2022 4,947 204,260 124,310 310,249 27,550 17,534 688,850
---------- ------------- -------------- -------------- ------------- ------------ --------
Depreciation
As at 1 January
2021 3,817 11,373 25,085 76,738 17,030 - 134,043
---------- ------------- -------------- -------------- ------------- ------------ --------
Acquired through
acquisition of
subsidiary 152 - 131 4,194 3,201 - 7,678
Charge for the
year 120 1,489 773 1,843 1,139 - 5,364
Transfer between
classes - - - 316 (316) -
Disposals - - - - (103) - (103)
Forex (111) (102) (1,028) (1,728) (429) - (3,398)
---------- -------------
As at 30 June
2021 3,978 12,760 24,961 81,363 20,522 - 143,584
---------- ------------- -------------- -------------- ------------- ------------ --------
Acquired through
acquisition of
subsidiary - 57,487 40,796 145,316 - - 243,599
Charge for the
year 148 907 2,649 8,195 496 - 12,395
Disposals - - (592) (7,298) (2,984) - (10,874)
Impairment - - 380 684 - - 1,064
Forex (85) (980) 198 (1,979) 192 - (2,654)
As at 31 December
2021 4,041 70,174 68,392 226,281 18,226 - 387,114
---------- ------------- -------------- -------------- ------------- ------------ --------
Acquired through
acquisition of
subsidiary 78 1,947 68 4,140 53 - 6,286
Charge for the
year 102 1,157 3,207 8,847 1,477 - 14,790
Disposals (3) - - (888) (58) - (949)
Forex 89 2,500 (380) 1,884 152 - 4,245
---------- ------------- -------------- -------------- ------------- ------------ --------
As at 30 June
2022 4,307 75,778 71,287 240,264 19,850 - 411,486
---------- ------------- -------------- -------------- ------------- ------------ --------
Net book value
---------- ------------- -------------- -------------- ------------- ------------ --------
As at 30 June
2021 515 91,626 21,998 24,068 7,868 1,034 147,109
---------- ------------- -------------- -------------- ------------- ------------ --------
As at 31 December
2021 553 119,793 52,841 63,637 6,369 13,243 256,436
As at 30 June
2022 640 128,482 53,023 69,985 7,700 17,534 277,364
---------- ------------- -------------- -------------- ------------- ------------ --------
10. Intangible assets
Consolidated
Customer Intellectual Research Other
Goodwill Relations property & Development Branding Intangibles Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------- -------- ---------- ------------ -------------- -------- ------------ ----------
Cost & net book
value
As at 1 January
2021 39,966 3,333 471 1,236 3,398 400 48,804
Additions - - - - - - -
Additions through
business combination 5,494 - - - - - 5,494
Amortisation - (259) (42) (332) (80) - (713)
Forex (2,241) - - (163) - - (2,404)
As at 30 June 2021 43,219 3,074 429 741 3,318 400 51,181
-------- ---------- ------------ -------------- -------- ------------ ----------
As at 1 January
2022 293,438 2,816 386 571 3,238 5,986 306,436
-------- ---------- ------------ -------------- -------- ------------ ----------
Additions - - - 4 - 531 535
Additions through
business combination 41,496 - - - - 41,496
Amortisation - (258) (42) (54) (80) (607) (1,041)
Forex 7,647 - - 4 - 145 7,796
-------- ---------- ------------ -------------- -------- ------------ ----------
As at 30 June 2022 342,581 2,558 344 525 3,158 6,055 355,222
-------- ---------- ------------ -------------- -------- ------------ ----------
The intangible asset classes are:
- Goodwill is the excess of the consideration transferred and
the acquisition date fair value of any previous equity interest in
the acquired over the fair value of the net identifiable
assets.
- Customer relations is the value attributed to the key customer lists and relationships.
- Intellectual property is the patents owned by the Group.
- Research and development is the acquiring of new technical
knowledge and trying to improve existing processes or products or;
developing new processes or products.
- Branding is the value attributed to the established company brand.
- Other intangibles consist of capitalised development costs for
assets produced that assist in the operations of the Group and
incur revenue.
Amortisation of intangible assets is included in cost of sales
on the Income Statement. Development costs have been capitalised in
accordance with the requirements of IAS 38 and are therefore not
treated, for dividend purposes, as a realised loss.
The Purchase Price Allocation ('PPA') exercise for B-Mix has
commenced but is still subject to finalisation.
Impairment tests for goodwill
Goodwill arising on business combinations is not amortised but
is reviewed for impairment on an annual basis, or more frequently
if there are indications that the goodwill may be impaired.
Goodwill is allocated to groups of cash generating units according
to the level at which management monitor that goodwill, which is at
the level of operating segments.
The primary operating segments are considered to be Ronez in the
Channel Islands, Topcrete, Poundfield, CCP, Rightcast, GD Harries
and Johnston Quarry Group in the UK, CDH, Stone, GDH, B-Mix and
Casters in Belgium and Nordkalk in Finland, Sweden and Poland.
Key assumptions
The key assumptions used in performing the impairment review are
set out below:
Cash flow projections
Cash flow projections for each operating segment are derived
from the annual budget approved by the Board for 2022 and the
three-year plan to 2023 and 2025. The key assumptions on which
budgets and forecasts are based include sales volumes, product mix
and operating costs. These cash flows are then extrapolated forward
for a further 17 years, with the total period of 20 years
reflecting the long-term nature of the underlying assets. Budgeted
cash flows are based on past experience and forecast future trading
conditions.
Long-term growth rates
Cash flow projections are prudently based on 2 per cent. and
therefore provides plenty of headroom.
Discount rate
Forecast cash flows for each operating segment have been
discounted at rates of 8 per cent which was calculated by an
external expert based on market participants' cost of capital and
adjusted to reflect factors specific to each operating segment.
Sensitivity
The Group has applied sensitivities to assess whether any
reasonable possible changes in assumptions could cause an
impairment that would be material to these consolidated Financial
Statements. This demonstrated that a 1% increase in the discount
rate would not cause an impairment and the annual growth rate is
assumed to be 2%.
The Directors have therefore concluded that no impairment to
goodwill is necessary.
11. Investment in Equity Accounted Associates & Joint Ventures
Nordkalk has a joint venture agreement with Franzefoss Minerals
AS, to build a lime kiln located in Norway which was entered into
on 5 August 2004. NorFraKalk AS is the only joint agreement in
which the Group participates.
The Group has one non-material local associate in Pargas, Pargas
Hyreshus Ab.
30 June 2022 30 June 2021
Unaudited Unaudited
GBP'000 GBP'000
-------------------------- ------------ ------------
Interests in associates 528 -
Interest in joint venture 5,283 -
------------ ------------
5,811 -
------------ ------------
Proportion of
ownership interest
held
---------------------------------------------------- -------- ----------------------
30 June 30 June
2022 2021
Name Country of incorporation Unaudited Unaudited
------------------------- --------------------------- ---------------- ------------
NorFraKalk AS Norway 50% -
------------------------- ------------------------------- ------------ ------------
Summarised financial information
30 June 30 June
2022 2021
Unaudited Unaudited
NorFraKalk AS - Cost and net book value GBP'000 GBP'000
---------------------------------------- ---------- ----------
Current assets 10,960 -
Non-current assets 9,867 -
Current liabilities 4,199 -
Non-current liabilities 5,488 -
---------- ----------
30,514 -
---------- ----------
6 months 6 months
to 30 June to 30 June
2022 2021
Unaudited Unaudited
GBP'000 GBP'000
-------------------------------------------- ----------- -----------
Revenues 10,559 -
Profit after tax from continuing operations 478 -
----------- -----------
12. Non-controlling interests
6 months 6 months
to 30 to 30
June 2022 June 2021
Unaudited Unaudited
GBP'000 GBP'000
------------------------------------------------- ---------- ----------
As at 1 January 10,894 -
Shares issued to non-controlling interest - 1,234
Non-controlling interests share of profit in the
period 850 1
Dividends paid (2,530)
Foreign exchange movement 7
---------- ----------
As at 30 June 9,221 1,235
---------- ----------
13. Borrowings
30 June 30 June
2022 2021
Unaudited Unaudited
GBP'000 GBP'000
---------------------------------------------- ------------- ----------
Non-current liabilities
Santander term facility 211,320 59,456
Bank Loans 65 634
Finance lease liabilities 21,978 7,456
-------- ----------
233,363 67,546
-------- ----------
Current liabilities
Santander term facility 16,000 -
Bank loans 6,962 2,298
Finance lease liabilities 7,059 2,937
-------- ----------
30,021 5,235
-------- ----------
In July 2021, the Group entered into a new Syndicated Senior
Credit Facility of up to GBP305 million (the 'Credit Facility') led
by Santander UK and including several major UK and European banks.
The Credit Facility, which comprises a GBP205 million committed
term facility, a GBP100 million revolving facility commitment and a
further GBP100 million accordion option. This new facility replaces
all previously existing bank loans within the Group.
The Credit Facility is secured by a floating charge over the
assets of SigmaFin Limited, Carrieres du Hainaut and Nordkalk and
is secured by a combination of debentures, security interest
agreements, pledges and floating rate charges over the assets of
SigmaRoc plc, SigmaFin Limited, B-Mix, Carrieres du Hainaut and
Nordkalk. Interest is charged at a rate between 1.85% and 3.35%
above SONIA ('Interest Margin'), based on the calculation of the
adjusted leverage ratio for the relevant period. For the period
ending 30 June 2022 the Interest Margin was 2.60%.
The carrying amounts and fair value of the non-current
borrowings are:
Carrying amount
and fair value
----------------------
30 June 30 June
2022 2021
Unaudited Unaudited
GBP'000 GBP'000
---------------------------------------------- ---------- ----------
Santander term facility (net of establishment
fees) 211,320 59,456
Bank loans 65 2,931
Finance lease liabilities 21,978 10,394
---------- ----------
233,363 72,781
---------- ----------
14. Share capital and share premium
Number Ordinary Share premium
of shares shares Total
GBP GBP GBP
------------------------- ----------- -------- ------------- -------
Issued and fully paid
As at 1 January 2021 278,739,186 2,787 107,418 110,205
----------- -------- ------------- -------
Exercise of options
and warrants - 30 April
2021 1,059,346 11 456 467
Exercise of warrants
- 13 May 2021 78,044 1 19 20
----------- -------- ------------- -------
As at 30 June 2021 279,876,576 2,799 107,893 110,692
Issue of new shares
- 31 August 2021 (1) 307,762,653 3,059 249,772 252,831
Issue of new shares
- 31 August 2021 50,276,521 521 42,232 42,753
----------- -------- ------------- -------
As at 31 December
2021 637,915,750 6,379 399,897 406,276
----------- -------- ------------- -------
As at 1 January 2022 637,915,750 6,379 399,897 406,276
4 January 2022 330,594 3 125 128
As at 30 June 2022 638,246,344 6,382 400,022 406,404
----------- -------- ------------- -------
(1) Includes issue costs of GBP8,748,365
On 4 January 2022, the Company issued and allotted 304,580 new
Ordinary Shares at a price of 40 pence per share as an exercise of
options. On this same day the Company issued and allotted 26,014.
new Ordinary Shares at a price of 25 pence per share as an exercise
of options.
15. Earnings per share
The calculation of the total basic earnings per share of 1.96
pence (2021: 2.12 pence) is calculated by dividing the profit
attributable to shareholders of GBP13,378 million (2021: GBP5,897
million) by the weighted average number of ordinary shares of
638,240,865 (2021: 279,125,771) in issue during the period.
Diluted earnings per share of 1.88 pence (2021: 1.93 pence) is
calculated by dividing the profit attributable to shareholders of
GBP13,378 million (2021: GBP5,897,070 ) by the weighted average
number of ordinary shares in issue during the period plus the
weighted average number of share options and warrants to subscribe
for ordinary shares in the Company, which together total
667,404,450 (2021: 304,541,876).
Details of share options that could potentially dilute earnings
per share in future periods are disclosed in the notes to the
Group's Annual Report and Financial Statements for the year ended
31 December 2021 .
16. Fair value of financial assets and liabilities measured at amortised costs
The following table shows the carrying amounts and fair values
of the financial assets and liabilities, including their levels in
the fair value hierarchy. It does not include fair value
information for financial assets and financial liabilities not
measures at fair value if the carrying amount is a reasonable
approximation of fair value.
Items where the carrying amount equates to the fair value are
categorised to three levels:
-- Level 1 inputs are quoted prices (unadjusted) in active
markets for identical assets or liabilities that the entity can
access at the measurement date
-- Level 2 inputs are inputs other than quoted prices included
within Level 1 that are observable for the asset or liability,
either directly or indirectly
-- Level 3 inputs are unobservable inputs for the asset or liability.
Carrying Amount Fair value
------------------------------------------------------ ---
Financial
Fair Fair Fair asset
value value value at Other
- Hedging through through amortised financial Level Level
instruments P&L OCI cost liabilities Total 1 2 Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------- ------------ ------- ------- --------- ----------- ------- ------- ------- ------------
Forward exchange
contracts - 1,138 - - - 1,138 - 1,138 1,138
CO(2) emission
hedge - 126 - - - 126 126 - 126
Electricity
hedges 20,905 - - - - 20,905 20,905 - 20,905
----------- ------- ------- --------- ----------- ------- ------- ------- ------------
Financials assets not measured at fair value
Trade and
other receivables
(excl.
Derivatives) - - - 94,097 - 94,097 - - -
Cash and
cash equivalents - - - 46,427 - 46,427 - - -
Financial liabilities measured at fair value
Forward exchange
contracts 219 - - - - 219 - 219 219
CO(2) emission
hedge 126 - - - - 126 126 - 126
Electricity
hedges 2,084 - - - - 2,084 2,084 - 2,084
----------- ------- ------- --------- ----------- ------- ------- ------- ------------
Financial liabilities not measured at fair value
Loans - - - - 234,347 234,347 - - -
Finance lease
liability - - - - 29,037 29,037 - - -
Trade and
other payables
(excl.
derivative) - - - - 124,120 124,120 - - -
----------- ------- ------- --------- ----------- ------- ------- ------- ------------
17. Business combination
Johnston Quarry Group
On 1 February 2022, the Group acquired 100 per cent. of the
share capital of Johnston Quarry Group Limited ('JQG') for a cash
consideration of GBP35.5 million (being GBP35.5 million less
adjustments for various obligations assumed by the Group as part of
the acquisition). JQG is registered and incorporated in England.
JQG is a high-quality producer of construction aggregates, building
stone and agricultural lime.
The following table summarises the consideration paid for JQG
and the values of the assets and equity assumed at the acquisition
date.
Total consideration GBP'000
----------------------- -------
Net cash consideration 35,050
Deferred consideration 8,500
43,550
-------
Recognised amounts of assets and liabilities acquired GBP'000
------------------------------------------------------- ---------
Cash and cash equivalents 1,587
Trade and other receivables 2,160
Inventories 1,533
Property, plant & equipment 16,897
Trade and other payables (5,685)
Borrowings (10,795)
Provisions (325)
Income tax payable (350)
Deferred tax liability (826)
---------
Total identifiable net assets 4,197
---------
Goodwill 39,354
---------
Total consideration 43,550
---------
RightCast Limited
On 27 April 2022, the Group acquired 100 per cent. of the share
capital of RightCast Limited ('RightCast') and its subsidiaries for
a cash consideration of GBP2.55 million. RightCast is registered
and incorporated in England. RightCast is a precast company
specialising in the design, manufacture, supply and installation of
bespoke precast concrete products.
The following table summarises the consideration paid for
RightCast and the values of the assets and equity assumed at the
acquisition date.
Total consideration GBP'000
----------------------- -------
Cash 2,550
Deferred consideration 747
-------
3,297
-------
Recognised amounts of assets and liabilities acquired GBP'000
------------------------------------------------------ -------
Cash and cash equivalents 15
Trade and other receivables 1,153
Inventories 462
Property, plant & equipment 75
Trade and other payables (474)
Income tax payable (57)
Deferred tax liability (19)
Total identifiable net assets 1,155
-------
Goodwill (refer to note 10 ) 2,142
-------
Total consideration 3,297
-------
18. Related party transactions
Loans with Group Undertakings
Amounts receivable/(payable) as a result of loans granted
to/(from) subsidiary undertakings are as follows:
Company
----------------------
30 June 30 June
2022 2021
Unaudited Unaudited
GBP'000 GBP'000
------------------------------------ ---------- ----------
Ronez Limited (19,728) (15,468)
SigmaGsy Limited (6,763) (5,455)
SigmaFin Limited 20,146 (6,584)
Topcrete Limited (9,494) (8,678)
Poundfield Products (Group) Limited 5,251 5,863
Foelfach Stone Limited 466 457
CCP Building Products Limited 5,396 5,786
Carrières du Hainaut SCA 16,388 (4,861)
GDH (Holdings) Limited 9,838 1,484
B-Mix Beton NV 517 -
Stone Holdings SA 376 368
Nordkalk Oy Ab 73,939 -
Johnston Quarry Group 10,451 -
106,783 (27,088)
---------- ----------
Loans granted to or from subsidiaries are unsecured, have
interest charged at 2% and are repayable in Pounds Sterling on
demand from the Company.
All intra Group transactions are eliminated on
consolidation.
Other Transactions
During the period, there were no related party transactions.
19. Events after the reporting date
On 12 September 2022 the Company announced it had entered into a
joint venture agreement with ArcelorMittal Global Holdings S.L.R.
to develop quicklime production for use in steel production and
other applications.
20. Approval of interim financial statements
The condensed interim financial statements were approved by the
Board of Directors on 9 September 2022.
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END
IR GPUPGBUPPGRG
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September 12, 2022 02:01 ET (06:01 GMT)
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