TIDMSHI

RNS Number : 4149T

SIG PLC

25 March 2021

25 March 2021

SIG plc

Full year results for the year ended 31 December 2020

Return to Growth strategy on track

SIG plc ("SIG", "the Group" or "the Company") announces its results for the full year ended 31 December 2020 ("FY 2020" or "the period").

Strategic highlights

   --    Return to Growth strategy delivering to plan: 

o UK business rebuilt and relaunched

o Reconnection with customers, suppliers and employees well advanced

-- Strong finish to 2020, ahead of expectations; like-for-like sales up 4% in Q4, reflecting broad-based growth across all major markets, including the UK

-- Significantly strengthened balance sheet provides confidence to invest in new growth strategy and security against short term market uncertainty

-- Group continues to adapt successfully to trade safely to new Covid-19 norms, working closely and flexibly with our employees, customers and suppliers

Financial results

   --    Full year like-for-like sales down 13%, with a solid recovery in the second half 
   --    Underlying gross margin down 80bps due to lower sales volumes over the year 
   --    Underlying operating loss of GBP53.3m (2019: GBP42.5m profit); better than previous guidance 

-- Underlying loss before tax of GBP76.3m (2019: GBP17.7m profit before tax), with statutory loss before tax from continuing operations of GBP202.3m (2019: GBP112.7m loss before tax), reflecting GBP126.0m of Other items, including GBP76.1m of impairment charges in the UK business and GBP13.2m onerous contract costs

-- Net debt, pre IFRS 16, down to GBP4.1m (2019: GBP162.8m), helped by the sale of Air Handling division in January and GBP152m capital raise in July; post IFRS 16 net debt down to GBP238.2m (2019: GBP455.4m)

Current trading and outlook

-- Trading in 2021 to date is in line with management expectations, continuing on a similar trajectory to Q4 2020

   --    Market fundamentals remain strong; good RMI growth in UK and France 
   --    UK Distribution structure in place; revenue growth starting to emerge as planned 
   --    Continued uncertainty remains regarding Covid-19 
   --    Return to profitability and cash generation expected in H2 
   --    Company reaffirms medium term financial goals 

Commenting, Steve Francis, Chief Executive Officer, said:

"Our teams have shown great resilience and commitment in the face of the challenging circumstances for much of the year, the effects of which clearly impacted our first half, and hence full year, results. Providing a safe environment and instilling an even greater focus on good health and safety behaviours has been and will remain a major focus of the new management team.

"I am delighted that due to our Return to Growth strategy we delivered a solid second half and have begun to return the business to growth after a long period of decline. On behalf of the whole Board I would like to thank all our employees for their significant efforts, and successes, during the year.

"The new UK management team has rebuilt its business and, everywhere we operate, we have reconnected with our employees, customers and suppliers. Their response has reaffirmed that we are at our best when we are a local, sales and technical service-driven business, partnering closely with our key suppliers and operating with empowered and entrepreneurial branch teams. That is our strategy for growth and the basis for playing a leading role in our industry in the years to come.

"This, coupled with a strong balance sheet, gives us the right foundations for the business to grow."

 
 Underlying operations(1)                        2020          2019     Change 
                                         ------------  ------------  --------- 
 Revenue                                  GBP1,872.7m   GBP2,143.0m    (12.6)% 
 LFL (2) sales                                (13.3)%        (7.4)%   (590)bps 
 Gross margin                                   25.1%         25.9%    (80)bps 
 Underlying(3) operating (loss)/profit     (GBP53.3)m      GBP42.5m 
 Underlying(3) (loss)/profit 
  before tax                               (GBP76.3)m      GBP17.7m 
 Underlying(3) (loss)/earnings 
  per share                                   (10.0)p          0.2p    (10.2)p 
 Operating margin                              (2.8)%          2.0%   (480)bps 
 Net debt                                   GBP238.2m     GBP455.4m      47.7% 
 Net debt (pre IFRS 16)                       GBP4.1m     GBP162.8m      97.5% 
                                                       ------------  --------- 
 
 Statutory results                               2020          2019 
---------------------------------------  ------------  ------------ 
 Revenue(4)                               GBP1,874.5m   GBP2,160.6m 
 Operating loss(4)                        (GBP167.7)m    (GBP87.9)m 
 Loss before tax(4)                       (GBP202.3)m   (GBP112.7)m 
 Basic loss per share(4)                      (24.0)p       (21.0)p 
 Total loss after tax (5)                 (GBP139.2)m   (GBP124.5)m 
 Dividend per share                               n/d         1.25p 
---------------------------------------  ------------  ------------ 
 

1.Underlying operations excludes businesses divested or closed, or which the Board has resolved to divest or close by 24 March 2021.

2. Like-for-like ("LFL") is defined as sales per working day in constant currency excluding acquisitions and disposals completed or agreed in the prior year, or before announcement of the Group's results for the relevant period. Sales are not adjusted for branch openings or closures. 2019 LFL sales differ from the prior year results due to the reclassification of non-core businesses.

3. Underlying represents the results before Other items and have been disclosed separately in order to give an indication of the underlying earnings of the Group. Further details are disclosed in Note 3.

4. Statutory results of Continuing operations only.

5. Statutory results including both Continuing and Discontinued operations.

Investor and Analyst presentation (9am today)

A webcast of the Group's briefing for analysts and investors will take place today at 9am, a recording of which will also be available later in the day on the investor page of the Company's website, www.sigplc.com .

Please click this URL to join: https://storm-virtual-uk.zoom.us/j/83576636099

Or join by phone:

United Kingdom: +44 203 481 5240 / +44 203 901 7895 / +44 131 460 1196 / +44 203 051 2874 /

+44 203 481 5237

Webinar ID: 835 7663 6099

International numbers available: https://storm-virtual-uk.zoom.us/u/kbeLX0IBeh

LEI: 213800VDC1BKJEZ8PV53

Enquiries

 
 SIG plc                                                                +44 (0) 114 285 6300 
 Steve Francis                              Chief Executive Officer 
 Ian Ashton                                 Chief Financial Officer 
 
 FTI Consulting                                                         +44 (0) 20 3727 1340 
 Richard Mountain 
 
 Peel Hunt LLP - Joint broker to SIG                                    +44 (0) 20 7418 8900 
 Mike Bell / Charles Batten 
 
 Jefferies International Limited - Joint 
  broker to SIG                                                         +44 (0) 20 7029 8000 
 Ed Matthews / Will Soutar 
 
 

About

SIG plc is a leading European supplier of specialist building solutions to trade customers across the UK, France, Germany, Ireland, Benelux and Poland. As a distributor of insulation and interiors products and merchant of roofing and exteriors products, SIG facilitates one-stop access to an extensive product range, provides expert technical advice and coordinates often complex delivery requirements. For suppliers, SIG offers a channel through which products can be brought to a highly fragmented market of smaller customers and sites that are of insufficient scale to supply direct. SIG employs approximately 6,500 employees across Europe and is listed on the London Stock Exchange (SHI). For more information, please visit the Company's website, www.sigplc.com .

Strategy update

On 29 May, the Grou p launched its Return to Growth strategy. The restructuring of its debt facilities and the successful capital raise provide firm and stable foundations for this strategy to be delivered. Fundamental to the new strategy is the recognition that SIG is a sales-led organisation, where the ability to grow its customer base through the provision of high levels of customer service, deep technical expertise and disciplined pricing are critical. The establishment of strong customer relationships, by empowering and energising key account and branch teams, and promoting an entrepreneurial spirit throughout the company's extensive branch network, is key to this objective.

The implementation of the strategy is now well underway. In the UK, where the Group's operational and financial performance had seen greatest deterioration, the new strategy is initially focusing on de-centralising accountability to branch level and upgrading operational processes, systems and controls to provide the appropriate platform from which market share can be recaptured and profitable growth restored. In the EU businesses, where the Group's operational and financial performance has in general been more stable, the new strategy is empowering the Group's operating companies to move onto a growth footing.

Through the implementation of this strategy, supported by the strengthened balance sheet and strong leadership teams now in place across the organisation, the Board is confident that the Group will return to sustainable and long term profitable growth and achieve its vision of being the leading B2B supplier of specialist construction products and solutions in the markets in which it operates.

The delivery of these strategic objectives will, in turn, enable the Group to achieve its key stated medium term financial goals, being:

-- A Group operating margin of approximately 3%, trending towards approximately 5% in the longer term; underpinned by target operating margin of approximately 5% within the Group's operating companies

   --    Leverage of <1.5x (pre IFRS 16 basis) 
   --    A progressive dividend covered 2.0-3.0x by underlying earnings 

Market share recapture plan

The G ro up's market share recapture plan, particularly for its UK businesses, Distribution and Exteriors, as well as for its Germany and Benelux businesses, is built upon some key enablers.

Merger of leadership of UK Distribution and Exteriors

The UK's Distribution and Exteriors businesses have now been merged to create a single UK division, with a combined leadership team replicating the model already successfully deployed in SIG France, which will leverage potential synergies in support functions whilst maintaining separate commercial organisations and footprints (primarily branches). The new regional structure of the combined UK business is focusing on promoting local entrepreneurship, accountability and P&L account responsibility.

More expansive growth strategy

As par t of the Return to Growth strategy, the Group has commenced a review to refine the definitions of its marketplace and thereby revise and expand the definition of "core" business. This is designed to facilitate the development of a more expansive growth strategy in each of the Group's countries of operation. The Company expects this review to highlight opportunities, consistent with the Group's USPs (Expertise, Proximity, Service), to widen its product offering and expand its geographic coverage in areas where the greatest returns can be realised.

Energise sales, market share recovery and growth efforts

The Group is improving proximity to its customers by identifying and filling gaps in its geographical coverage. Sales forces are being expanded and up-skilled by restoring their historic industry-leading, bench-strength of specialist local expertise in areas such as fire protection, energy efficiency and sustainable materials. Sales force productivity is also being increased through enhanced sales management and training, supported by sales force management tools, disciplines and aligned incentives, with customer reconnection a top priority.

Facilitate growth through better operations

A number of actions are well advanced in the Group's operations to increase efficiency and service levels to boost the sales effort, including:

o pricing tools and training for key account and branch managers, providing enhanced visibility and autonomy to set pricing quickly and competitively;

o improved product availability through the use of enhanced systems and more accurate operational key performance indicators, such as stock availability;

o enhanced on time and in full delivery; and

o additional training, which is being provided to the Group's workforce in order to promote operational excellence and customer service.

Liquidity and balance sheet strengthening

The successful renegotiation of the Group's debt facilities during the summer resulted in a resetting of its covenant requirements, with additional minor amendments made in early March 2021 to better align the different tests. Consolidated liquidity covenants are to be tested monthly through to the maturity of the facilities, with net borrowings tested monthly until December 2022. From March 2022, leverage will be tested on a quarterly basis, and interest cover will be tested from June 2022. Consolidated net worth will also be tested each quarter through to maturity of the facilities.

The significant loss of revenues in H1 2020 impacted profitability, cash generation and therefore debt levels, though the immediate and comprehensive set of actions enacted across the business around cash conservation, coupled with the receipt of the sale proceeds of the Air Handling business, meant that the Group was able to preserve its liquidity throughout the period.

In mid-July, the Group completed a successful capital raise, as previously announced, raising gross proceeds of GBP165m (cGBP152m net of related costs). At the same time, approximately GBP13m costs were paid in relation to the debt refinancing.

As at the year-end, the Group had net debt on a pre IFRS 16 basis of GBP4.1m. By the end of February 2021 this number had increased to GBP36.4m, reflecting the expected seasonal increase in working capital, as well as some payments of annual commitments. We expect a net cash outflow during the first half and a modest cash inflow in H2.

Dividend

In line with the terms of the Group's amended debt arrangements, t he Board did not declare or pay an interim dividend for the 2020 financial year, and nor will a final dividend be declared.

Successful execution of the Return to Growth strategy will return the Group to sustainable, profitable growth and cash generation, capable of supporting a range of capital allocation priorities. As such, the Board retains its medium term commitment to return to a progressive dividend policy, appropriately covered by underlying earnings.

People

The Board would like to thank all employees of SIG for their continued commitment and resilience in 2020, which was a particularly challenging year as a result of Covid-19. Whilst the trading results were affected by the pandemic, their efforts have laid a strong foundation for the next phase of SIG's evolution as we focus on building a stronger business with a high performing workforce that is rewarded for making a positive difference.

The Board recognises that safety must always be its number one priority - for its employees, its suppliers, its customers, and within the communities where we operate. A key focus for the Group since the outbreak of the Covid-19 pandemic has been to ensure that within those operations that remained open for business, all necessary measures were taken in line with government safety guidelines to protect the health and safety of employees, suppliers and customers.

To further strengthen engagement with colleagues, the Board appointed Simon King as the designated Non-Executive Director for workforce engagement with effect from 1 October 2020. In addition, in early 2020, a new culture programme was launched to develop a culture aligned to shared behaviours and encourage openness and transparency.

Whilst Covid-19 hindered the full implementation of a Group-wide culture programme, it did provide the opportunity to realign and strengthen the framework comprising a vision, the strategic pillars and cultural behaviours of the Group. Work took place to incorporate employee feedback, and local teams took the opportunity to improve their understanding of the behaviours and how they contribute towards a change in culture. The full roll out resumed in January 2021.

Covid-19

The Board closely monitored the impact of the pandemic on the business and on our people, and continues to do so. Throughout the last twelve months, the safety of our people, customers and suppliers has been, and continues to be, our primary concern. Additional health and safety measures were quickly implemented at the beginning of the outbreak, and the new protocols continue to be adhered to across the Group, in line with the government guidance across all jurisdictions in which it operates. To support home working, the Group's IT infrastructure was strengthened. As a result of the quick and agile response to the pandemic, and from some government support, the Group was able to mitigate the impact without reducing headcount as a result of Covid-19.

The specific actions taken included, but were not limited to:

i. Employees: Over 2,000 employees were furloughed under the UK Government's scheme and the majority of trading sites across the UK and Ireland were temporarily closed. Remaining staff agreed to take up to 20% temporary pay reductions, with the salaries of all members of the Board temporarily reduced by 50% from 1 April to 30 June 2020. In mid-May, the Company reinstated the Executive Directors' pay to 80% at the same time as other Group employees were returning to work on full pay.

ii. Government support: Relevant government support was accessed in all countries of operation, across employment support, tax and social security deferrals. In aggregate, use of government support schemes enabled the Group to defer approximately GBP21m of cash payments to points later within 2020, with another cGBP4m deferred into 2021, and to support the retention of jobs through the receipt of cGBP11m of furlough monies and other forms of support.

iii. Capital expenditure: Programmes that required significant cash investment or did not provide near-term business benefits were paused.

iv. Customers: The Group remained very diligent in proactively managing collections and monitoring overdue payments.

v. Trade suppliers: The Group conducted active discussions with large trade suppliers in order to maintain continuity of supply, and in some cases was able to net rebates off against payments earlier than scheduled.

vi. Non-trade suppliers: Deferral and terms extension requests were managed across non-trade suppliers, with a significant focus on IT, services and property, with property rates being deferred on UK properties.

vii. Dividend: As noted above, the Board did not declare a full year 2019 dividend or interim 2020 dividend.

The decisive actions taken across all functions and at all levels in the business mitigated the initial impact of the global pandemic. The performance in the first half of the year was materially affected by the different government lockdown responses to the pandemic in the countries in which we operate, notably in the UK and Ireland during March and April, although less than we had originally envisaged. With the easing of lockdown restrictions in May and June, the Group saw a gradual improvement in trading performance, accompanied by a corresponding reduction in losses and this continued in the second half. Despite further lockdowns and restrictions from October onwards, the business was able to trade broadly as normal throughout the second half, albeit within the new operating norms and protocols.

Portfolio management

As announced on 3 February 2020, the Company completed the sale of its Air Handling Division to France Air Management SA for an enterprise value of EUR222.7m (cGBP187.0m) on a cash free, debt free basis on 31 January 2020. After payment of transaction costs and other agreed adjustments to the consideration, the net cash inflow totalled cGBP148m. The results from this business have been excluded from the reported underlying results and are shown as a discontinued operation in both FY 2020 and the prior year.

The Building Solutions business was classified as held for sale at 31 December 2019 as a sale had been agreed and was due to complete in the first half of 2020, subject to approval from the UK Competition and Markets Authority (CMA). As announced in May 2020, the parties agreed to terminate the sales agreement as terms could not be agreed for the extension of the agreement to enable the completion of the CMA phase 2 investigation. During the second half of the year the Board decided to retain and develop the business, and it is now reported as part of underlying operations. Prior year comparatives have been restated to present numbers on a consistent basis with the current year.

Trading overview

Like-for-like sales growth by market is summarised as follows:

 
 LFL sales growth 
  2020                     Q1      Q2      Q3      Q4      FY   FY sales 
                                                                    GBPm 
 UK Distribution        (34)%   (63)%   (25)%    (3)%   (33)%        357 
 UK Exteriors           (11)%   (46)%      1%     11%   (11)%        258 
 Building Solutions     (14)%   (38)%      0%      7%   (11)%         52 
 UK                     (26)%   (56)%   (14)%      3%   (25)%        667 
---------------------  ------  ------  ------  ------  ------  --------- 
 
 France Distribution    (12)%   (30)%    (3)%      4%   (10)%        168 
 France Exteriors       (12)%   (10)%      5%     20%      0%        345 
 Germany                 (6)%   (11)%    (4)%      2%    (5)%        371 
 Benelux                 (4)%   (18)%   (13)%   (16)%   (13)%         92 
 Ireland                 (9)%   (52)%   (10)%      5%   (17)%         80 
 Poland                    4%    (4)%    (8)%    (2)%    (3)%        150 
 EU                      (7)%   (16)%    (3)%      6%    (6)%      1,206 
---------------------  ------  ------  ------  ------  ------  --------- 
 
 Group                  (15)%   (33)%    (8)%      4%   (13)%      1,873 
---------------------  ------  ------  ------  ------  ------  --------- 
 

Despite the materially adverse impacts on trading from Covid-19, the Group's results for the year were better than initial internal estimates that were made at the onset of the pandemic early in the year.

The year commenced with a like-for-like decline in underlying revenues of c11% for the first two months of trading, reflecting the continuation of the challenging trends experienced during the final quarter of 2019 in the UK and Germany. Trading activity across the Group's other end markets remained relatively stable.

The onset of the pandemic led to a period of temporary lockdown in a number of the markets in which the Group operates, significantly impacting revenue streams during March and April in France, and April and May in the UK and Ireland, in common with the broader construction industry. The Group's operating companies in Germany, Poland and Benelux were also impacted by local government containment measures, although to a lesser extent. Despite the lockdowns, parts of our UK and Ireland businesses did remain open to service critical and emergency projects only, such as for the NHS, energy and food sectors. After rapidly enhancing our health and safety protocols across all of the Group's branches and offices we were able to operate a staged reopening of our branch network through April and May, in conjunction with local government guidelines. Underlying revenues during the second quarter declined 33% on a like-for-like basis.

The material drop in sales volumes across our end markets throughout the first half led to reductions in underlying gross profit margins, principally driven by reduced levels of supplier rebates, and hence reduced profitability. To partly offset the adverse impacts, the Group initiated a number of decisive actions that not only reduced its cost base but also supported its liquidity position. Additionally, the Group accessed government-supported job retention schemes.

Trading over the summer months continued to show signs of improvement as local restrictions across a number of the Group's trading markets were relaxed, coupled with a strong consumer demand in the repair, maintenance and improvement ("RMI") market segment, benefiting our UK and France Exteriors businesses.

Despite improving conditions, trading continued to be challenging as we moved into the second half of 2020, particularly in UK Distribution, Ireland and Benelux where various levels of local government-imposed trading restrictions were still in force. However, whilst the Group's LFL sales in the third quarter continued to be down year-on-year, the trajectory improved, with all operating companies, except Poland, witnessing an increase in trading volumes. Underlying revenues in the third quarter finished 8% behind prior year on a like-for-like basis. Margins, and hence profitability, in quarter three showed an improvement on the previous quarter, with a revenue uplift of 38% coming principally from reduced effects of Covid-19, particularly in the UK businesses, resulting in higher levels of supplier rebates.

The fourth quarter saw a return to positive LFL sales at a Group level (+4%), with strength in the RMI markets continuing to assist our exteriors businesses in the UK and France and underpinned by early signs of progress coming from the Group's Return to Growth strategy, which started to deliver an improved organic sales performance. The fourth trading quarter volumes also saw further improvement in gross margins and profitability, providing solid momentum as we entered 2021.

Outlook

Trading in 2021 to date is in line with management expectations, continuing on a similar trajectory to Q4 2020. The market fundamentals for SIG remain strong and we are benefiting from good RMI growth in UK and France. We now have the right structure in place for UK Distribution and revenue growth is starting to emerge as planned.

Continued uncertainty remains regarding Covid-19, as well as rising input prices and early signs of some potential materials shortages. However, p roviding there is no further material disruption to either our business or end markets as a result of the pandemic, the Board expects the near-term benefits of the actions taken in 2020 to deliver organic revenue growth in 2021, including market share gains. The benefits of this will become increasingly evident as the year progresses and should enable us to return to underlying operating profitability and cash generation during the second half.

FINANCIAL REVIEW

Revenue and gross margin

The Group saw a 13% decline in its LFL revenue over the year, with Group underlying revenue down to GBP1,872.7m (2019: GBP2,143.0m), principally as a result of the Covid-19 impact. Underlying results exclude the results from the businesses that are classified as non-core and Other items, in order to provide a better understanding of the performance of the Group on a continuing basis. On a statutory basis, Group revenue was GBP1,874.5m (2019: GBP2,160.6m), with non-core businesses reporting sales of GBP1.8m (2019: GBP17.6m).

Underlying gross profit decreased 15.4% to GBP470.0m (2019: GBP555.4m) with a gross profit margin of 25.1% (2019: 25.9%). This primarily reflects lower rebate receipts due to decreased sales volumes. On a statutory basis, gross profit fell from GBP559.1m to GBP470.5m with gross margin decreasing by 80bps to 25.1% (2019: 25.9%).

Operating costs and profit

The Group's underlying operating costs were GBP523.3m (2019: GBP512.9m). The increase was primarily due to the release of a number of one-off accruals and provisions in 2019, some temporary costs related to the UK and broader Group reorganisations, normalisation of incentives, increases to bad debt expense in response to Covid-19 uncertainty, cost inflation, and movements in foreign currency. These increases were partially offset by cGBP12m benefit from furlough schemes, other government support, and wage saving initiatives. The Group's underlying operating loss was GBP53.3m (2019: GBP42.5m profit) and at a statutory level, the Group's operating loss was GBP167.7m (2019: GBP87.9m) after Other items of GBP114.4m (2019: GBP130.4m). The latter included GBP76.1m of impairment charges, GBP13.2m of onerous contract costs, GBP7.4m costs associated with refinancing, and GBP6.7m costs relating to restructuring activities.

Segmental analysis

 
                                                          LFL sales 
                       -----------  ------------                            -----------  ------------------ 
                        Underlying    Underlying 
                                                                             Underlying          Underlying 
                                                                              operating           operating 
                           revenue    revenue(1)                                   loss    profit/(loss)(1) 
                              2020          2019                                   2020                2019 
                              GBPm          GBPm      H1      H2   FY 2020         GBPm                GBPm 
                       -----------  ------------  ------  ------  --------  -----------  ------------------ 
 UK Distribution             357.4         534.3   (48)%   (15)%     (33)%       (45.4)                 7.9 
 UK Exteriors                310.1         346.5   (27)%      5%     (11)%        (7.4)                11.8 
 UK before 
  non-core                   667.5         880.8   (40)%    (7)%     (25)%       (52.8)                19.7 
                       -----------  ------------  ------  ------  --------  -----------  ------------------ 
 Non-core businesses             -           1.2       -       -         -            -               (0.8) 
---------------------  -----------  ------------  ------  ------  --------  -----------  ------------------ 
 UK                          667.5         882.0   (40)%    (7)%     (25)%       (52.8)                18.9 
---------------------  -----------  ------------  ------  ------  --------  -----------  ------------------ 
 

UK

(1 - 2019 restated to include Building Solutions, reported as non-core in 2019.)

Underlying revenue in UK Distribution, a specialist insulation and interiors distribution business, was down 33.1% to GBP357.4m (2019: GBP534.3m). Underlying gross margin dropped 370bps to 22.5% (2019: 26.2%). The lockdown during March and April severely impacted UK trading and as a result, combined with some continued underlying weakness in performance, underlying operating loss was GBP45.4m (2019: GBP7.9m profit).

Despite a strong second half recovery, helped by a robust RMI market, UK Exteriors, a specialist roofing merchant, which also includes our Building Solutions business, saw underlying revenue fall by 10.5% to GBP310.1m (2019: GBP346.5m) for the full year. Gross margin decreased 100bps to 27.3% (2019: 28.3%). As a result of these decreases, driven by the impact of Covid-19, the business recorded an underlying operating loss of GBP7.4m (2019: GBP11.8m profit).

France

 
                                                        LFL sales 
                       -----------  -----------                          ---------------  --------------- 
                        Underlying   Underlying 
                                                                              Underlying       Underlying 
                                                                               operating        operating 
                           revenue      revenue                            profit/(loss)    profit/(loss) 
                              2020         2019                                     2020             2019 
                              GBPm         GBPm      H1    H2   FY 2020             GBPm             GBPm 
                       -----------  -----------  ------  ----  --------  ---------------  --------------- 
 France Distribution         168.1        184.5   (21)%    1%     (10)%              7.1             11.2 
 France Exteriors            344.8        342.2   (11)%   12%        0%              8.3              8.6 
 France before 
  non-core                   512.9        526.7   (14)%    8%      (3)%             15.4             19.8 
                       -----------  -----------  ------  ----  --------  ---------------  --------------- 
 Non-core businesses           1.8          1.9       -     -         -            (0.3)            (0.9) 
---------------------  -----------  -----------  ------  ----  --------  ---------------  --------------- 
 France                      514.7        528.6   (14)%    8%      (3)%             15.1             18.9 
---------------------  -----------  -----------  ------  ----  --------  ---------------  --------------- 
 

Trading activity suffered a temporary setback in France following the short term closure of all branches for three days in mid-March. The businesses then commenced a staged reopening through into April.

France Distribution, trading as LiTT, a structural insulation and interiors business, saw underlying revenue decrease by 8.9% to GBP168.1m (2019: GBP184.5m), and by 10% on a LFL basis after adjusting for foreign exchange movements. Within this, the second half of the year showed clear signs of recovery, with LFL sales for the six months up 1%. Underlying gross margin remained flat at 27.4% (2019: 27.4%), with the reduction in revenue resulting in a GBP4.1m decrease in underlying operating profit to GBP7.1m (2019: GBP11.2m).

Underlying revenue in France Exteriors, trading as Larivière, a specialist roofing business, increased by 0.8% to GBP344.8m (2019: GBP342.2m), with H1 revenues down on prior year, though ahead in H2 on the back of strong demand in the RMI market, similar to that witnessed in the UK. Helped by a new pricing framework introduced during the latter stages of 2019, underlying gross margin improved 90bps in the period to 24.3% (2019: 23.4%). After taking into account inflationary cost increases and foreign currency movement, underlying operating profit reduced by GBP0.3m to GBP8.3m (2019: GBP8.6m).

Germany and Benelux

 
                                                         LFL sales 
                       -----------  -----------                            -----------  ----------- 
                                                                            Underlying   Underlying 
                        Underlying   Underlying                              operating    operating 
                           revenue      revenue                                 profit       profit 
                              2020         2019                                   2020         2019 
                              GBPm         GBPm      H1      H2   FY 2020         GBPm         GBPm 
                       -----------  -----------  ------  ------  --------  -----------  ----------- 
 Germany                     370.7        381.5    (9)%    (1)%      (5)%          0.4          4.4 
 Benelux                      91.6        103.0   (12)%   (14)%     (13)%          2.5          5.2 
 Germany and 
  Benelux before 
  non-core                   462.3        484.5    (9)%    (4)%      (7)%          2.9          9.6 
                       -----------  -----------  ------  ------  --------  -----------  ----------- 
 Non-core businesses             -         14.5       -       -         -            -          0.8 
---------------------  -----------  -----------  ------  ------  --------  -----------  ----------- 
 Germany and 
  Benelux                    462.3        499.0    (9)%    (4)%      (7)%          2.9         10.4 
---------------------  -----------  -----------  ------  ------  --------  -----------  ----------- 
 

The Group's operating companies in Germany and Benelux were impacted by government measures due to Covid-19, but to a lesser extent than in the UK, Ireland and France, and trading continued from all sites throughout the period.

Underlying revenue in WeGo/VTi, our specialist insulation and interiors distribution business in Germany, fell by 2.8% to GBP370.7m (2019: GBP381.5m) and by 5% on a LFL basis. In addition to the challenges faced due to Covid-19, H1 trading in Germany also saw a continuation of the weaker trends experienced in the last quarter of 2019. However, underlying gross margin increased 30bps to 28.0% (2019: 27.7%), reflecting a number of renegotiated contracts with suppliers whereby thresholds have been reduced, and assisted by further enhancements around pricing controls. Underlying operating profit for the period was GBP0.4m (2019: GBP4.4m).

Underlying revenue from the Group's business in the Benelux region fell by 11.1% to GBP91.6m (2019: GBP103.0m), with the impacts of Covid-19 being exacerbated by a reduction in construction output in the Netherlands following changes in environmental restrictions in 2019. Despite a very competitive marketplace, underlying gross margin decreased only 10bps to 24.6% (2019: 24.7%). As a result of the drop in revenue, operating profit decreased to GBP2.5m (2019: GBP5.2m).

Ireland

 
                                            LFL sales 
           -----------  -----------                           -----------  ----------- 
                                                               Underlying   Underlying 
            Underlying   Underlying                             operating    operating 
               revenue      revenue                                profit       profit 
                  2020         2019                                  2020         2019 
                  GBPm         GBPm    H1      H2    FY 2020         GBPm         GBPm 
           -----------  -----------  ------  -----  --------  -----------  ----------- 
 Ireland          80.5         94.9   (31)%   (3)%     (17)%          0.8          6.8 
---------  -----------  -----------  ------  -----  --------  -----------  ----------- 
 

In Ireland, a specialist distributor of interiors, insulation and construction accessories, revenues in March to April were significantly impacted by the Covid-19 pandemic, with a gradual improvement in performance in May to June as branches began to reopen. Underlying revenue declined by 15.2% to GBP80.5m (2019: GBP94.9m), and by 17% on a LFL basis after adjusting for working days and foreign currency movements. Underlying gross margin dropped to 23.4% (2019: 25.0%) as the business saw a shift in sales mix away from its higher margin offerings, with underlying operating profit for the period of GBP0.8m (2019: GBP6.8m).

Poland

 
                                           LFL sales 
          -----------  -----------                          -----------  ----------- 
                                                             Underlying   Underlying 
           Underlying   Underlying                            operating    operating 
              revenue      revenue                               profit       profit 
                 2020         2019                                 2020         2019 
                 GBPm         GBPm     H1     H2   FY 2020         GBPm         GBPm 
          -----------  -----------  -----  -----  --------  -----------  ----------- 
 Poland         149.5        156.1   (0)%   (5)%      (3)%          2.0          4.3 
--------  -----------  -----------  -----  -----  --------  -----------  ----------- 
 

In Poland, a market leading distributor of insulation and interiors, underlying revenue fell to GBP149.5m (2019: GBP156.1m), with LFL sales down 3%. Whilst also impacted by government measures, trading continued from all sites throughout the period. Underlying gross margin decreased slightly to 20.0% (2019: 20.3%), with the business delivering an underlying profit of GBP2.0m (2019: GBP4.3m) in the period, driven by the drop in revenue and a small increase in operating costs.

Reconciliation of underlying to statutory result

Other items, being items excluded from underlying results, during the period amounted to GBP126.0m (2019: GBP130.4m) on a pre-tax basis and are summarised in the table below:

 
                                                        2020      2019 
-------------------------------------------------- 
                                                        GBPm      GBPm 
--------------------------------------------------  --------  -------- 
 Underlying (loss)/profit before tax                  (76.3)      17.7 
 Other items - impacting (loss)/profit before 
  tax: 
  Amortisation of acquired intangibles                 (5.6)     (6.2) 
  Impairment charges                                  (76.1)    (90.9) 
  Profit on agreed sale or closure of non-core 
   businesses and associated impairment charges          0.6       0.1 
  Net operating losses attributable to businesses 
   identified as non-core                              (0.3)     (0.9) 
  Net restructuring costs                              (6.7)    (27.1) 
  Investment in omnichannel retailing                  (4.2)     (5.7) 
  Onerous contract costs                              (13.2)         - 
  Costs associated with refinancing                    (7.4)         - 
  Non-underlying finance costs                        (11.6)         - 
  Other specific items                                 (1.5)       0.3 
==================================================  ========  ======== 
 Total Other items                                   (126.0)   (130.4) 
==================================================  ========  ======== 
 Statutory loss before tax                           (202.3)   (112.7) 
--------------------------------------------------  --------  -------- 
 

Further details of Other items are as follows:

-- The impairment charges of GBP76.1m (2019: GBP90.9m) comprise GBP45.4m related to goodwill, GBP1.9m customer relationships in intangibles, GBP13.7m implementation costs of ERP systems ("SAP 1HANA") in Germany and France, GBP1.4m other software costs, GBP3.5m tangible fixed assets, and GBP10.2m right-of-use assets.

-- Net restructuring costs of GBP6.7m (2019: GBP27.1m) were incurred in connection with the prior year target operating model projects in the UK, Germany and France, the current year restructuring of the UK businesses as part of the implementation of the Return to Growth strategy, and restructuring in Benelux.

-- Onerous contract costs of GBP13.2m (2019: GBPnil) related to provisions recognised for licence fee commitments where no future economic benefit is expected, principally in relation to the SAP 1HANA implementation.

-- Costs associated with refinancing of GBP7.4m (2019: GBPnil) includes legal and professional fees of GBP8.3m offset by a GBP0.9m gain in relation to the partial derecognition of a cash flow hedging arrangement as a result of the change in debt facility agreements.

-- Non-underlying finance costs of GBP11.6m (2019: GBPnil) comprise GBP11.3m loss on modification recognised in relation to the private placement notes and GBP0.3m write-off of arrangement fees in relation to the previous Revolving Credit Facility which has been extinguished.

Taxation

The effective tax rate for the Group on the total loss before tax of GBP130.3m (2019: GBP108.9m) is negative 6.8% (2019: negative 14.3%). As the Group operates in several different countries, tax losses cannot be surrendered or utilised cross border and the Group therefore pays tax in some countries and not in others. Tax losses are not currently recognised in respect of the UK business, which also impacts the overall effective tax rate. The combination of these factors means that the effective tax rate is less meaningful as an indicator or comparator for the Group.

In accordance with UK legislation, the Group publishes an annual tax strategy, which is available on our website, www.sigplc.com.

Pensions

The Group operates four (2019: six) defined benefit pension schemes and a number of defined contribution pension schemes. The largest defined benefit scheme is a UK scheme, which was closed to further accrual in 2016.

The Group's total pension charge for the year, including amounts charged to interest and Other items, was GBP6.9m (2019: GBP7.0m), of which a charge of GBP0.7m (2019: GBP0.7m) related to defined benefit pension schemes and GBP6.2m (2019: GBP6.3m) related to defined contribution schemes.

The overall defined benefit pension schemes' liabilities before taxation increased marginally during the year to GBP25.1m (2019: GBP24.8m).

Financial position

In July 2020, we concluded the successful restructure of our financing facilities and a GBP165m capital raise (cGBP152m net of related costs). These, along with our careful management of working capital and cash in the year, have strengthened the balance sheet and created a sound financial base on which we can rebuild the business. Overall, the net assets of the Group have increased by 4.1% to GBP306.3m (2019: GBP294.2m), with a cash position at year-end of GBP235.3m (2019: GBP110.0m, excluding cash from businesses held for sale) and net debt of GBP238.2m (2019: GBP455.4m).

Group structure

The results at FY 2019 have been restated to reflect the change to core businesses subsequent to the year-end announcement. Please refer to the table below:

 
                                   Underlying   Underlying 
                                      revenue          PBT 
                                         GBPm         GBPm 
                                  -----------  ----------- 
 As reported at FY 2019 results       2,084.7         15.6 
--------------------------------  -----------  ----------- 
 Building Solutions                      58.3          2.1 
 Restated at FY 2020 results          2,143.0         17.7 
                                  -----------  ----------- 
 

Cash flow

 
                                               2020     2019 
----------------------------------------- 
                                               GBPm     GBPm 
-----------------------------------------  --------  ------- 
 Total operating loss, excluding gain 
  on sale from Air Handling                 (166.6)   (82.9) 
 Depreciation and non-cash items              154.4    177.9 
 (Increase)/decrease in working capital 
  and provisions                             (30.8)     71.0 
 Interest and tax                            (32.3)   (35.3) 
 Capital expenditure                         (20.8)   (34.5) 
 Proceeds from sale of property, plant 
  and equipment                                 5.6      7.6 
-----------------------------------------  --------  ------- 
 Free cash flow                              (90.5)    103.8 
 Sale and purchase of businesses              147.0      7.5 
 Payment of lease liabilities                (54.8)   (59.9) 
 (Repayment)/drawdown of debt                (85.2)     42.4 
 Dividends paid to equity holders of 
  the Company                                     -   (22.2) 
 Net proceeds from capital raise              151.9        - 
-----------------------------------------  --------  ------- 
 Change in cash and cash equivalents           68.4     71.6 
-----------------------------------------  --------  ------- 
 Cash and cash equivalents at beginning 
  of the year                                 145.1     78.8 
 Effect of foreign exchange rate changes       21.8    (5.3) 
-----------------------------------------  --------  ------- 
 Cash and cash equivalents at end of 
  the year                                    235.3    145.1 
-----------------------------------------  --------  ------- 
 

During the year, the Group reported a free cash outflow of GBP90.5m (2019: GBP103.8m inflow) as a result of the loss in the year and an increase in working capital, together with payments in relation to interest, tax and capital expenditure. Other movements in cash relate to GBP147.0m cash inflow from the sale and purchase of businesses (2019: GBP7.5m), GBP151.9m net proceeds from the capital raise (2019: nil), GBP85.2m repayments of debt (2019: GBP42.4m drawdown) and GBP54.8m payment of lease liabilities (2019: GBP59.9m).

Free cash flow represents the cash available after supporting operations and maintaining capital assets, and before financing and investing activities.

Financing and funding

On 18 June 2020, the Group agreed amended debt facility agreements in respect of its Revolving Credit Facility and private placement notes. On 10 July 2020, the Group also completed the successful raising of GBP165m (cGBP152m net of related costs) equity through a firm placing, and placing and open offer, in order to reduce the Group's net debt and strengthen its balance sheet.

The Group has significant available liquidity and on the basis of current forecasts is expected to remain in compliance with all banking covenants throughout the forecast period to 31 March 2022. On 1 March 2021, the Group agreed with its lending banks and private placement noteholders to amend certain financial covenants to better align the different tests and to provide additional headroom on the interest cover covenant under stress test scenarios from March 2022.

Directors' responsibility statement on the Annual Report

The responsibility statement below has been prepared in connection with the Company's full Annual Report for the year ended 31 December 2020. Certain parts solely thereof are not included within this announcement.

We confirm that to the best of our knowledge:

(a) the Financial Statements, prepared in accordance with the relevant applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole;

(b) the Strategic Report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and

(c) the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

This responsibility statement was approved by the Board of Directors on 25 March 2021 and signed on its behalf by:

   Steve Francis                     Ian Ashton 
   Director                              Director 
   25 March 2021                 25 March 2021 

Cautionary statement

The securities of the Group have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or transferred , directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any relevant state or other jurisdiction of the United States. There has been and will be no public offering of the securities of the Group in the United States.

This announcement has been prepared to provide the Company's shareholders with a fair review of the business of the Group and a description of the principal risks and uncertainties facing it. It may not be relied upon by anyone, including the Company's shareholders, for any other purpose.

This announcement contains forward-looking statements that are subject to risk factors including the economic and business circumstances occurring from time to time in countries and markets in which the Group operates and risk factors associated with the building and construction sectors. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions because they relate to events and/or depend on circumstances that may or may not occur in the future and could cause actual results and outcomes to differ materially from those expressed in or implied by the forward-looking statements. Forward-looking statements in this Announcement include, but are not limited to, statements about the Group's future financial and operational performance, the new management's ability to successfully execute the new strategy, and the ability of the Group and the construction industry generally to respond to the effects and aftermath of the Covid-19 pandemic. No assurance can be given that the forward-looking statements in this announcement will be realised. Statements about the Directors' expectations, beliefs, hopes, plans, intentions and strategies are inherently subject to change and they are based on expectations and assumptions as to future events, circumstances and other factors which are in some cases outside the Group's control. Actual results could differ materially from the Group's current expectations.

It is believed that the expectations set out in these forward-looking statements are reasonable but they may be affected by a wide range of variables which could cause actual results or trends to differ materially, including but not limited to, changes in risks associated with the level of market demand, fluctuations in product pricing and changes in foreign exchange and interest rates.

The Company's shareholders are cautioned not to place undue reliance on the forward-looking statements. This announcement has not been audited or otherwise independently verified. The information contained in this announcement has been prepared on the basis of the knowledge and information available to Directors at the date of its preparation and the Company does not undertake any obligation to update or revise this announcement during the financial year ahead.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.

 
 Consolidated Income 
  Statement 
 for the year ended 
  31 December 2020 
 
                                                        Other                                 Other 
                                       Underlying*    items**       Total   Underlying*     items**       Total 
                                              2020       2020        2020          2019        2019        2019 
                                                                              Restated^   Restated^ 
                                Note          GBPm       GBPm        GBPm          GBPm        GBPm        GBPm 
-----------------------------  -----  ------------  ---------  ----------  ------------  ----------  ---------- 
 Continuing operations 
 Revenue                           2       1,872.7        1.8     1,874.5       2,143.0        17.6     2,160.6 
 Cost of sales                           (1,402.7)      (1.3)   (1,404.0)     (1,587.6)      (13.9)   (1,601.5) 
-----------------------------  -----  ------------  ---------  ----------  ------------  ----------  ---------- 
 Gross profit                                470.0        0.5       470.5         555.4         3.7       559.1 
 Other operating expenses          3       (523.3)    (114.9)     (638.2)       (512.9)     (134.1)     (647.0) 
-----------------------------  -----  ------------  ---------  ----------  ------------  ----------  ---------- 
 Operating (loss)/profit                    (53.3)    (114.4)     (167.7)          42.5     (130.4)      (87.9) 
 Finance income                                0.7          -         0.7           0.5           -         0.5 
 Finance costs                              (23.7)     (11.6)      (35.3)        (25.3)           -      (25.3) 
-----------------------------  -----  ------------  ---------  ----------  ------------  ----------  ---------- 
 (Loss)/profit before 
  tax from continuing 
  operations                                (76.3)    (126.0)     (202.3)          17.7     (130.4)     (112.7) 
 Income tax (expense)/credit       4        (10.7)        4.1       (6.6)        (16.3)         4.9      (11.4) 
                                                                           ------------ 
 (Loss)/profit after 
  tax from continuing 
  operations                                (87.0)    (121.9)     (208.9)           1.4     (125.5)     (124.1) 
-----------------------------  -----  ------------  ---------  ----------  ------------  ----------  ---------- 
 
 
 Discontinued operations 
 Profit/(loss) after 
  tax from discontinued 
  operations                      10             -       69.7        69.7             -       (0.4)       (0.4) 
 (Loss)/profit after 
  tax for the year                          (87.0)     (52.2)     (139.2)           1.4     (125.9)     (124.5) 
-----------------------------  -----  ------------  ---------  ----------  ------------  ----------  ---------- 
 
 Attributable to: 
 Equity holders of 
  the Company                               (87.0)     (52.2)     (139.2)           1.4     (125.9)     (124.5) 
-----------------------------  -----  ------------  ---------  ----------  ------------  ----------  ---------- 
 Loss per share 
 From continuing operations: 
  Basic                            5                              (24.0)p                               (21.0)p 
 Diluted                           5                              (23.9)p                               (21.0)p 
 Total: 
 Basic                             5                              (16.0)p                               (21.0)p 
 Diluted                           5                              (15.9)p                               (21.0)p 
-----------------------------  -----  ------------  ---------  ----------  ------------  ----------  ---------- 
 
 ^ The 2019 comparatives have been restated to include Building 
  Solutions within underlying results consistent with the current 
  year. 
 
   * Underlying represents the results before Other items. 
 
   ** Other items have been disclosed separately in order to give 
   an indication of the underlying earnings of the Group. Further 
   details can be found in Note 3. 
 
 
 
 
 Consolidated Statement of Comprehensive 
  Income 
 for the year ended 31 December 2020 
-----------------------------------------------------   --------  -------- 
                                                            2020      2019 
                                                            GBPm      GBPm 
-----------------------------------------------------   --------  -------- 
 Loss after tax for the year                             (139.2)   (124.5) 
 Items that will not subsequently be reclassified 
  to the Consolidated Income Statement: 
 Remeasurement of defined benefit pension 
  liability                                                (1.7)     (1.8) 
 Deferred tax movement associated with remeasurement 
  of defined benefit pension liability                       0.3     (6.6) 
 Current tax movement associated with remeasurement 
  of defined benefit pension liability                       0.4       0.4 
                                                           (1.0)     (8.0) 
 Items that may subsequently be reclassified 
  to the Consolidated Income Statement: 
 Exchange difference on retranslation of 
  foreign currency goodwill and intangibles                  5.1     (7.4) 
 Exchange difference on retranslation of 
  foreign currency net investments (excluding 
  goodwill and intangibles)                                 13.2    (16.1) 
 Exchange and fair value movements associated 
  with borrowings and derivative financial 
  instruments                                             (11.0)      10.9 
 Tax credit on fair value movements arising 
  on borrowings and derivative financial 
  instruments                                                  -     (2.1) 
 Exchange differences reclassified to the 
  Consolidated Income Statement in respect 
  of the disposal of foreign operations                    (5.9)     (0.1) 
 Gains and losses on cash flow hedges                      (0.5)       0.4 
 Transfer to profit and loss on cash flow 
  hedges                                                   (0.7)       0.9 
------------------------------------------------------  --------  -------- 
                                                             0.2    (13.5) 
 -----------------------------------------------------  --------  -------- 
 Other comprehensive expense                               (0.8)    (21.5) 
------------------------------------------------------  --------  -------- 
 Total comprehensive expense                             (140.0)   (146.0) 
------------------------------------------------------  --------  -------- 
 Attributable to: 
 Equity holders of the Company                           (140.0)   (146.0) 
                                                         (140.0)   (146.0) 
 -----------------------------------------------------  --------  -------- 
 
 
 
 
 
 Consolidated Balance Sheet 
 as at 31 December 2020 
                                         2020      2019 
                                         GBPm      GBPm 
----------------------------------   --------  -------- 
 Non-current assets 
 Property, plant and equipment           63.2      58.6 
 Right-of-use assets                    229.6     255.2 
 Goodwill                               128.8     159.0 
 Intangible assets                       22.9      42.3 
 Lease receivables                        3.6       4.4 
 Deferred tax assets                      5.7       4.4 
 Derivative financial instruments         0.1       1.7 
                                        453.9     525.6 
 ----------------------------------  --------  -------- 
 Current assets 
 Inventories                            170.3     156.5 
 Lease receivables                        0.7       0.8 
 Trade and other receivables            294.4     294.7 
 Current tax assets                         -       0.9 
 Derivative financial instruments           -       0.9 
 Cash at bank and on hand               235.3     110.0 
 Assets classified as held for 
  sale                                      -     258.4 
                                        700.7     822.2 
 ----------------------------------  --------  -------- 
 Total assets                         1,154.6   1,347.8 
-----------------------------------  --------  -------- 
 Current liabilities 
 Trade and other payables               301.4     327.4 
 Lease liabilities                       50.6      51.5 
 Bank loans                                 -      99.6 
 Private placement notes                    -     175.5 
 Deferred consideration                   0.5         - 
 Other financial liabilities              0.5       1.5 
 Derivative financial instruments         0.5       0.2 
 Current tax liabilities                  4.2       3.7 
 Provisions                              10.5       6.7 
 Liabilities directly associated 
  with assets classified as held 
  for sale                                  -     115.7 
                                        368.2     781.8 
 ----------------------------------  --------  -------- 
 Non-current liabilities 
 Lease liabilities                      211.6     224.1 
 Bank loans                              67.7         - 
 Private placement notes                144.5         - 
 Deferred consideration                   0.4         - 
 Derivative financial instruments         0.4       1.9 
 Other financial liabilities              1.2       1.4 
 Other payables                           3.5       1.0 
 Retirement benefit obligations          25.1      24.8 
 Provisions                              25.7      18.6 
                                        480.1     271.8 
 ----------------------------------  --------  -------- 
 Total liabilities                      848.3   1,053.6 
-----------------------------------  --------  -------- 
 Net assets                             306.3     294.2 
-----------------------------------  --------  -------- 
 
   Capital and reserves 
 Called up share capital                118.2      59.2 
 Share premium account                  447.7     447.3 
 Treasury shares                        (0.2)         - 
 Capital redemption reserve               0.3       0.3 
 Share option reserve                     2.0       1.8 
 Hedging and translation reserves        10.5      10.2 
 Cost of hedging reserve                  0.2       0.3 
 Merger reserve                          92.5         - 
 Retained losses                      (364.9)   (224.9) 
 Attributable to equity holders 
  of the Company                        306.3     294.2 
-----------------------------------  --------  -------- 
 Total equity                           306.3     294.2 
-----------------------------------  --------  -------- 
 
 
 
 Consolidated 
 Statement of 
 Changes in Equity 
 for the year 
 ended 31 December 
 2020 
------------------  --------  --------  ----------  -----------  --------  ------------  --------  ---------  ----------  -------- 
                      Called                                                    Hedging      Cost 
                          up     Share    Treasury      Capital     Share           and        of               Retained 
                       share   premium      shares   redemption    option   translation   hedging     Merger   (losses)/ 
                     capital   account     reserve      reserve   reserve      reserves   reserve    reserve     profits     Total 
                        GBPm      GBPm        GBPm         GBPm      GBPm          GBPm      GBPm       GBPm        GBPm      GBPm 
------------------  --------  --------  ----------  -----------  --------  ------------  --------  ---------  ----------  -------- 
 At 31 December 
  2018                  59.2     447.3           -          0.3       1.7          21.7       1.0          -      (68.3)     462.9 
 Impact of 
  adoption of IFRS 
  16                       -         -           -            -         -             -         -          -       (0.6)     (0.6) 
------------------  --------  --------  ----------  -----------  --------  ------------  --------  ---------  ----------  -------- 
 Adjusted balance 
  at 1 January 
  2019                  59.2     447.3           -          0.3       1.7          21.7       1.0          -      (68.9)     462.3 
 Loss after tax            -         -           -            -         -             -         -          -     (124.5)   (124.5) 
 Other 
  comprehensive 
  income                   -         -           -            -         -        (12.8)     (0.7)          -       (8.0)    (21.5) 
------------------                                                         ------------  --------  ---------  ----------  -------- 
 Total 
  comprehensive 
  income                   -         -           -            -         -        (12.8)     (0.7)          -     (132.5)   (146.0) 
 Transfer of 
  reserves                 -         -           -            -         -           1.3         -          -       (1.3)         - 
 Credit to share 
  option reserve           -         -           -            -       0.1             -         -          -           -       0.1 
 Dividends paid to 
  equity 
  holders of the 
  Company                  -         -           -            -         -             -         -          -      (22.2)    (22.2) 
 At 31 December 
  2019                  59.2     447.3           -          0.3       1.8          10.2       0.3          -     (224.9)     294.2 
------------------  --------  --------  ----------  -----------  --------  ------------  --------  ---------  ----------  -------- 
 Loss after tax            -         -           -            -         -             -         -          -     (139.2)   (139.2) 
 Other 
  comprehensive 
  income/(expense)         -         -           -            -         -           0.3     (0.1)          -       (1.0)     (0.8) 
------------------  --------  --------  ----------  -----------  --------  ------------  --------  ---------  ---------- 
 Total 
  comprehensive 
  income/(expense)         -         -           -            -         -           0.3     (0.1)          -     (140.2)   (140.0) 
 Issue of share 
  capital               59.0       0.4           -            -         -             -         -       92.5           -     151.9 
 Transfer of 
  unallocated 
  treasury shares          -         -       (0.2)            -         -             -         -          -         0.2         - 
 Credit to share 
  option reserve           -         -           -            -       0.2             -         -          -           -       0.2 
 At 31 December 
  2020                 118.2     447.7       (0.2)          0.3       2.0          10.5       0.2       92.5     (364.9)     306.3 
------------------  --------  --------  ----------  -----------  --------  ------------  --------  ---------  ----------  -------- 
 

The share option reserve represents the cumulative equity-settled share option charge under IFRS 2 "Share-based payment" less the value of any share options that have been exercised.

The hedging and translation reserves represents movements in the Consolidated Balance Sheet as a result of movements in exchange rates and movements in the fair value of cash flow hedges which are taken directly to reserves. Amounts were reclassified during the prior year to clarify the effects of hedging between retained (losses)/profits and the cash flow hedging reserve and to separately identify the cash flow hedging reserve and foreign currency retranslation reserve.

The treasury shares reserve relate to shares purchased by the SIG Employee Share Trust to satisfy awards made under the Group's share plans which are not vested and beneficially owned by employees. Shares have become unallocated during the year and have therefore been transferred to the treasury share reserve.

The merger reserve represents the premium on ordinary shares issued during the year through the use of a cash box structure.

 
  Consolidated Cash Flow Statement 
   for the year ended 31 December 
    2020 
 
                                                                2020            2019 
                                                 Note           GBPm            GBPm 
  --------------------------------------------  -----  ---  --------  -------------- 
   Net cash flow from operating activities 
   Cash (used in)/generated from 
    operating activities                            6         (43.0)           166.0 
   Income tax paid                                             (9.7)          (10.8) 
   Net cash generated from operating 
    activities                                                (52.7)           155.2 
  --------------------------------------------  -----  ---  --------  -------------- 
   Cash flows from investing activities 
   Finance income received                                       0.7             0.6 
   Purchase of property, plant and 
    equipment and computer software                           (20.8)          (34.5) 
   Proceeds from sale of property, 
    plant and equipment                                          5.6             7.6 
   Net cash flow arising on the purchase 
    of businesses                                              (0.8)               - 
   Net cash flow arising on the sale 
    of businesses                                   9          147.8             8.4 
   Net cash flow from investing activities                     132.5          (17.9) 
  --------------------------------------------  -----  ---  --------  -------------- 
   Cash flows from financing activities 
   Finance costs paid                                         (23.3)          (25.1) 
   Repayment of lease liabilities                             (54.8)          (59.9) 
   Acquisition of non-controlling 
    interests                                                      -           (0.9) 
   Repayment of loans/settlement 
    of derivative financial instruments                       (55.2)               - 
   Additional drawdown/(repayment) 
    of revolving credit facility*                             (30.0)            42.4 
   Net proceeds from equity raise                              151.9               - 
   Dividends paid to equity holders 
    of the Company                                  8              -          (22.2) 
   Net cash flow from financing activities                    (11.4)          (65.7) 
  --------------------------------------------  -----  ---  --------  -------------- 
   Increase in cash and cash equivalents 
    in the year                                                 68.4            71.6 
  --------------------------------------------  -----  ---  --------  -------------- 
   Cash and cash equivalents at beginning 
    of the year                                                145.1            78.8 
   Effect of foreign exchange rate 
    changes                                                     21.8           (5.3) 
   Cash and cash equivalents at end 
    of the year**                                              235.3           145.1 
  --------------------------------------------  -----  ---  --------  -------------- 
 
              * As part of the changes to the debt facility agreements on 
            18 June 2020, GBP70.0m drawn under the existing revolving credit 
               facility was converted into a GBP70.0m term facility, with 
                       no additional repayment or drawdown made. 
 
             ** Cash and cash equivalents comprise cash at bank and on hand 
             of GBP235.3m (2019: GBP145.1m) less bank overdrafts of GBPnil 
                                    (2019: GBPnil). 
 
 
   1.         Basis of preparation 

The Group's financial information has been prepared in accordance with the recognition and measurement requirements of international accounting standards in conformity with the requirements of the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulation (EC) No. 1606/2002 as it applies in the European Union. It has been prepared on a basis consistent with that adopted in the previous year.

The Financial Statements have been prepared under the historical cost convention except for derivative financial instruments which are stated at their fair value.

Whilst the financial information included in this Preliminary Results Announcement has been prepared in accordance with the recognition and measurement criteria of IFRS, this announcement does not itself contain sufficient information to comply with IFRS.

The Preliminary Results Announcement does not constitute the Company's statutory accounts for the years ended 31 December 2020 and 31 December 2019 within the meaning of Section 435 of the Companies Act 2006 but is derived from those statutory accounts.

The Group's statutory accounts for the year ended 31 December 2019 have been filed with the Registrar of Companies, and those for 2020 will be delivered following the Company's Annual General Meeting. The Auditor has reported on the statutory accounts for 2020 and 2019. Their report for 2020 was (i) unqualified, (ii) included no matters to which the auditor drew attention by way of emphasis and (iii) did not contain statements under Sections 498 (2) or 498 (3) of the Companies Act 2006 in relation to the financial statements. Their report for 2019 contained a number of material uncertainties in respect of going concern to which the Auditor drew attention by way of emphasis without modifying their report, was unqualified and did not contain statements under Sections 498 (2) or 498 (3) of the Companies Act 2006 in relation to the financial statements.

Going concern

The Group closely monitors its funding position throughout the year, including monitoring compliance with covenants and available facilities to ensure it has sufficient headroom to fund operations.

On 18 June 2020, the Group agreed amended debt facility agreements in respect of its Revolving Credit Facility (RCF) and private placement notes. On 10 July 2020 the Group also completed the successful raising of GBP165m of equity through a firm placing and placing and open offer, in order to reduce net debt and strengthen the Group's balance sheet.

Under the June 2020 revised debt facility agreements the Group was subject to covenant testing as follows:

-- Leverage (net debt/EBITDA) and interest cover (EBITA/interest) not tested until March 2022, after which tested every quarter, the tests being applied to the prior 12 months;

-- Until 28 February 2022 the Group to ensure that Consolidated Net Debt (CND) does not exceed GBP225m for each quarterly test date in 2021 (2020: GBP125m);

-- Minimum Liquidity (available cash and undrawn revolving credit facility commitments) of GBP40m at all times; and

   --      Consolidated Net Worth (CNW) must at all times not be less than GBP250m. 

The Group was in compliance with these covenants at 31 December 2020.

Whilst the Group has significant available liquidity, and on the basis of current forecasts is expected to remain in compliance with all banking covenants throughout the forecast period to 31 March 2022, on 1 March 2021 the Group agreed with its lending banks and private placement noteholders to amend certain financial covenants to better align the tests and to provide additional headroom on the interest cover covenant under stress test scenarios from March 2022. The amended covenants under the revised agreements are as follows:

-- The interest cover testing does not start until June 2022 and is at lower levels than previously until December 2022;

-- The leverage covenant threshold is now slightly lower than previously at March 2022 and June 2022;

-- The Consolidated Net Debt threshold is lowered to GBP200m and extended to December 2022; and

   --      No change to the CNW or Minimum Liquidity covenants. 

In arriving at their opinion on going concern, the Directors have considered the Group's forecasts for the period to 31 March 2022, and specifically the ability to meet the covenant tests above. These forecasts reflect the assumption of more normal trading levels since the worst of the Covid-19 impact, as well as the expected positive impact of the strategic actions being undertaken to improve future performance under the Return to Growth strategy.

Management have continued to manage liquidity very closely, such that cashflow performance was better than initial expectations throughout 2020. The base forecasts indicate that the Group will be able to operate within the covenants for the forecast period to 31 March 2022.

The Directors have considered the following principal risks and uncertainties that could potentially impact the Group's ability to fund its future activities and adhere to its future banking covenants, including:

   --      A decline in market conditions resulting in lower than forecast sales; 

-- Implementation of the new strategy taking longer than anticipated to deliver forecast increases in revenue and profit;

   --      A further wave of the Covid-19 pandemic; and 

-- The terms of the Group's revised lending arrangements and whether these could limit investment in growth opportunities.

The forecasts on which the going concern assessment is based have been subject to sensitivity analysis and stress testing to assess the impact of the above risks. The Group has considered a plausible downside scenario, factoring in a reduction in sales volumes and a reduction in gross margin, offset by reductions in direct expenditure and discretionary operating costs. The results showed that under this scenario the Group will still be able to operate within the covenants with adequate headroom for the forecast period to 31 March 2022.

In considering the impact of these stress test scenarios the Directors have also reviewed realistic additional mitigating actions that could be taken over and above those already included in the downside scenario forecast to avoid or reduce the impact or occurrence of the underlying risks. These include further reductions to operating costs, cutting discretionary capital expenditure and disposing of non-core assets.

On consideration of the above, the Directors believe that the Group has adequate resources to continue in operational existence for the forecast period to 31 March 2022 and the Directors therefore consider it is appropriate to adopt the going concern basis in preparing the 2020 financial statements.

New standards, interpretations and amendments adopted

The following amendments and interpretations apply for the first time in 2020, but have not had a material impact on the Financial Statements of the Group:

   --      Amendments to IFRS 3 Definition of a Business 
   --      Amendments to IFRS 7, IFRS 9 and IAS 39 Interest Rate Benchmark Reform 
   --      Amendments to IAS 1 and IAS 8 Definition of Material 
   --      Conceptual Framework for Financial Reporting issued on 29 March 2018 
   --      Amendments to IFRS 16 Covid-19 Related Rent Concessions 

New standards, amendments and interpretations not yet adopted

At the date of authorisation of these Financial Statements, the only standard or interpretation which is in issue but not yet effective is Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16). This is not expected to have a material impact on the Group and has not been early adopted by the Group.

2. Revenue and segmental information

 
 Revenue 
                                                                                                               Total 
                                                                                                             Germany 
                            UK          UK   Total         France      France    Total                           and                                       Total 
                  Distribution   Exteriors      UK   Distribution   Exteriors   France   Germany   Benelux   Benelux   Ireland   Poland   Eliminations     Group 
  2020                    GBPm        GBPm    GBPm           GBPm        GBPm     GBPm      GBPm      GBPm      GBPm      GBPm     GBPm           GBPm      GBPm 
---------------  -------------  ----------  ------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Type of 
 product 
 Interiors               357.4           -   357.4          168.1           -    168.1     370.7      91.6     462.3      46.3    142.6              -   1,176.7 
 Exteriors                   -       310.1   310.1              -       344.8    344.8         -         -         -      34.2        -              -     689.1 
 Heating, 
  ventilation 
  and air 
  conditioning               -           -       -              -           -        -         -         -         -         -      6.9              -       6.9 
 Inter-segment 
  revenue^                 1.5         0.5     2.0            0.9         7.6      8.5       0.1       0.1       0.2       0.1        -         (10.8)         - 
 Total 
  underlying 
  revenue                358.9       310.6   669.5          169.0       352.4    521.4     370.8      91.7     462.5      80.6    149.5         (10.8)   1,872.7 
---------------  -------------  ----------  ------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Revenue 
  attributable 
  to businesses 
  identified 
  as non-core                -           -       -              -         1.8      1.8         -         -         -         -        -              -       1.8 
 Total                   358.9       310.6   669.5          169.0       354.2    523.2     370.8      91.7     462.5      80.6    149.5         (10.8)   1,874.5 
---------------  -------------  ----------  ------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Nature of 
 revenue 
 Goods for 
  resale                 358.9       310.6   669.5          169.0       354.2    523.2     370.8      91.7     462.5      75.2    149.5         (10.8)   1,869.1 
 Construction 
  contracts                  -           -       -              -           -        -         -         -         -       5.4        -              -       5.4 
 Total                   358.9       310.6   669.5          169.0       354.2    523.2     370.8      91.7     462.5      80.6    149.5         (10.8)   1,874.5 
---------------  -------------  ----------  ------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Timing of 
 revenue 
 recognition 
 Goods 
  transferred 
  at 
  a point in 
  time                   358.9       310.6   669.5          169.0       354.2    523.2     370.8      91.7     462.5      75.2    149.5         (10.8)   1,869.1 
 Goods and 
  services 
  transferred 
  over time                  -           -       -              -           -        -         -         -         -       5.4        -              -       5.4 
 Total                   358.9       310.6   669.5          169.0       354.2    523.2     370.8      91.7     462.5      80.6    149.5         (10.8)   1,874.5 
---------------  -------------  ----------  ------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 
 

^ Inter-segment revenue is charged at the prevailing market rates.

 
 Revenue 
                                                                                                               Total 
                                                                                                             Germany 
                            UK          UK   Total         France      France    Total                           and                                       Total 
                  Distribution   Exteriors      UK   Distribution   Exteriors   France   Germany   Benelux   Benelux   Ireland   Poland   Eliminations     Group 
  2019                    GBPm        GBPm    GBPm           GBPm        GBPm     GBPm      GBPm      GBPm      GBPm      GBPm     GBPm           GBPm      GBPm 
---------------  -------------  ----------  ------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Type of 
 product 
 Interiors               515.4           -   515.4          184.5           -    184.5     381.5     103.0     484.5      56.4    149.6              -   1,390.4 
 Exteriors                   -       346.5   346.5              -       342.2    342.2         -         -         -      38.5        -              -     727.2 
 Heating, 
  ventilation 
  and air 
  conditioning            18.9           -    18.9              -           -        -         -         -         -         -      6.5              -      25.4 
 Inter-segment 
  revenue^                11.9         9.1    21.0            0.1         0.2      0.3       1.0       0.1       1.1         -        -         (22.4)         - 
 Total 
  underlying 
  revenue                546.2       355.6   901.8          184.6       342.4    527.0     382.5     103.1     485.6      94.9    156.1         (22.4)   2,143.0 
---------------  -------------  ----------  ------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Revenue 
  attributable 
  to businesses 
  identified 
  as non-core              1.2           -     1.2              -         1.9      1.9      14.5         -      14.5         -        -              -      17.6 
 Total                   547.4       355.6   903.0          184.6       344.3    528.9     397.0     103.1     500.1      94.9    156.1         (22.4)   2,160.6 
---------------  -------------  ----------  ------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Nature of 
 revenue 
 Goods for 
  resale                 547.4       355.6   903.0          184.6       344.3    528.9     397.0     103.1     500.1      88.7    156.1         (22.4)   2,154.4 
 Construction 
  contracts                  -           -       -              -           -        -         -         -         -       6.2        -              -       6.2 
 Total                   547.4       355.6   903.0          184.6       344.3    528.9     397.0     103.1     500.1      94.9    156.1         (22.4)   2,160.6 
---------------  -------------  ----------  ------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Timing of 
 revenue 
 recognition 
 Goods 
  transferred 
  at 
  a point in 
  time                   547.4       355.6   903.0          184.6       344.3    528.9     397.0     103.1     500.1      88.7    156.1         (22.4)   2,154.4 
 Goods and 
  services 
  transferred 
  over time                  -           -       -              -           -        -         -         -         -       6.2        -              -       6.2 
 Total                   547.4       355.6   903.0          184.6       344.3    528.9     397.0     103.1     500.1      94.9    156.1         (22.4)   2,160.6 
---------------  -------------  ----------  ------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 
 

^ Inter-segment revenue is charged at the prevailing market rates.

 
 Segmental Information 
 In accordance with IFRS 8 "Operating Segments", the Group identifies its reportable operating segments based on the 
 way in which financial information is reviewed and 
 business performance is assessed by the Chief Operating 
 Decision Maker "CODM". 
 
 
 a) Segmental 
 analysis 
                                                                                                                  Total 
                                                                                                                Germany 
                             UK          UK     Total         France      France    Total                           and                                       Total 
                   Distribution   Exteriors        UK   Distribution   Exteriors   France   Germany   Benelux   Benelux   Ireland   Poland   Eliminations     Group 
 2020                      GBPm        GBPm      GBPm           GBPm        GBPm     GBPm      GBPm      GBPm      GBPm      GBPm     GBPm           GBPm      GBPm 
----------------  -------------  ----------  --------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Revenue 
 Underlying 
  revenue                 357.4       310.1     667.5          168.1       344.8    512.9     370.7      91.6     462.3      80.5    149.5              -   1,872.7 
 Revenue 
  attributable 
  to businesses 
  identified 
  as non-core                 -           -         -              -         1.8      1.8         -         -         -         -        -              -       1.8 
 Inter-segment 
  revenue^                  1.5         0.5       2.0            0.9         7.6      8.5       0.1       0.1       0.2       0.1        -         (10.8)         - 
 Total revenue            358.9       310.6     669.5          169.0       354.2    523.2     370.8      91.7     462.5      80.6    149.5         (10.8)   1,874.5 
----------------  -------------  ----------  --------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Segment result 
  before 
  Other items            (45.4)       (7.4)    (52.8)            7.1         8.3     15.4       0.4       2.5       2.9       0.8      2.0              -    (31.7) 
 Amortisation of 
  acquired 
  intangibles             (0.9)       (4.3)     (5.2)              -       (0.4)    (0.4)         -         -         -         -        -              -     (5.6) 
 Impairment 
  charges                (50.6)      (11.8)    (62.4)              -           -        -         -         -         -         -        -              -    (62.4) 
 Acquisition 
  costs                       -       (0.2)     (0.2)              -           -        -         -         -         -         -        -              -     (0.2) 
 Profits and 
  losses on 
  agreed sale or 
  closure 
  of non-core 
  businesses              (0.3)           -     (0.3)              -       (0.9)    (0.9)         -         -         -         -        -              -     (1.2) 
 Net operating 
  losses 
  attributable 
  to businesses 
  identified as 
  non-core                    -           -         -              -       (0.3)    (0.3)         -         -         -         -        -              -     (0.3) 
 Onerous 
  contract costs          (1.0)           -     (1.0)              -           -        -         -         -         -         -        -              -     (1.0) 
 Net 
  restructuring 
  costs                   (4.0)       (1.7)     (5.7)              -       (0.1)    (0.1)     (0.5)     (0.4)     (0.9)         -        -              -     (6.7) 
 Other specific 
  items                   (0.1)           -     (0.1)              -         0.1      0.1       0.2         -       0.2         -        -              -       0.2 
 Segment 
  operating 
  profit/(loss)         (102.3)      (25.4)   (127.7)            7.1         6.7     13.8       0.1       2.1       2.2       0.8      2.0              -   (108.9) 
----------------  -------------  ----------  --------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Parent Company 
  costs                                                                                                                                                      (21.6) 
 Parent Company 
  other 
  items*                                                                                                                                                     (37.2) 
 Operating loss                                                                                                                                             (167.7) 
----------------  -------------  ----------  --------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Net finance 
  costs before 
  Other items                                                                                                                                                (23.0) 
 Non-underlying 
  finance 
  costs                                                                                                                                                      (11.6) 
 Loss before tax 
  and 
  discontinued 
  operations                                                                                                                                                (202.3) 
----------------  -------------  ----------  --------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Income tax 
  expense                                                                                                                                                     (6.6) 
 Profit from 
  discontinued 
  operations                                                                                                                                                   69.7 
 Loss for the 
  year                                                                                                                                                      (139.2) 
----------------  -------------  ----------  --------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 
 

^ Inter-segment revenue is charged at the prevailing market rates.

* Parent company Other items include impairment charges GBP13.7m, investment in omnichannel retailing GBP4.2m, costs associated with refinancing GBP7.4m, onerous contract costs GBP12.2m and other specific items GBP1.6m, offset by profit on agreed sale or closure of non-core businesses of GBP1.9m.

 
                                                                                                                Total 
                                                                                                              Germany 
                            UK          UK    Total         France      France    Total                           and                                       Total 
                  Distribution   Exteriors       UK   Distribution   Exteriors   France   Germany   Benelux   Benelux   Ireland   Poland   Eliminations     Group 
 2019                     GBPm        GBPm     GBPm           GBPm        GBPm     GBPm      GBPm      GBPm      GBPm      GBPm     GBPm           GBPm      GBPm 
---------------  -------------  ----------  -------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Revenue 
 Underlying 
  revenue                534.3       346.5    880.8          184.5       342.2    526.7     381.5     103.0     484.5      94.9    156.1              -   2,143.0 
 Revenue 
  attributable 
  to businesses 
  identified 
  as non-core              1.2           -      1.2              -         1.9      1.9      14.5         -      14.5         -        -              -      17.6 
 Inter-segment 
  revenue^                11.9         9.1     21.0            0.1         0.2      0.3       1.0       0.1       1.1         -        -         (22.4)         - 
 Total revenue           547.4       355.6    903.0          184.6       344.3    528.9     397.0     103.1     500.1      94.9    156.1         (22.4)   2,160.6 
---------------  -------------  ----------  -------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Segment result 
  before 
  Other items              7.9        11.8     19.7           11.2         8.6     19.8       4.4       5.2       9.6       6.8      4.3              -      60.2 
 Amortisation 
  of acquired 
  intangibles            (0.9)       (4.4)    (5.3)              -       (0.7)    (0.7)         -     (0.2)     (0.2)         -        -              -     (6.2) 
 Impairment 
  charges               (58.2)       (0.5)   (58.7)              -      (32.2)   (32.2)         -         -         -         -        -              -    (90.9) 
 Profits and 
  losses on 
  agreed sale 
  or closure 
  of non-core 
  businesses 
  and 
  associated 
  impairment 
  charges                (0.9)       (1.6)    (2.5)              -       (1.6)    (1.6)       6.0         -       6.0     (1.8)        -              -       0.1 
 Net operating 
  losses 
  attributable 
  to businesses 
  identified as 
  non-core               (0.8)           -    (0.8)              -       (0.9)    (0.9)       0.8         -       0.8         -        -              -     (0.9) 
 Net 
  restructuring 
  costs                 (10.2)       (8.0)   (18.2)              -       (2.1)    (2.1)     (6.6)     (0.2)     (6.8)         -        -              -    (27.1) 
 Other specific 
  items                    0.2           -      0.2              -       (0.2)    (0.2)     (0.1)         -     (0.1)     (0.3)        -              -     (0.4) 
 Segment 
  operating 
  profit/(loss)         (62.9)       (2.7)   (65.6)           11.2      (29.1)   (17.9)       4.5       4.8       9.3       4.7      4.3              -    (65.2) 
---------------  -------------  ----------  -------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Parent Company 
  costs                                                                                                                                                    (17.7) 
 Investment in 
  omnichannel 
  retailing                                                                                                                                                 (5.7) 
 Movement in 
  fair value 
  of forward 
  currency 
  option                                                                                                                                                      0.7 
 Operating loss                                                                                                                                            (87.9) 
---------------  -------------  ----------  -------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Net finance 
  costs before 
  Other items                                                                                                                                              (24.8) 
 Loss before 
  tax and 
  discontinued 
  operations                                                                                                                                              (112.7) 
---------------  -------------  ----------  -------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 Income tax 
  expense                                                                                                                                                  (11.4) 
 Loss from 
  discontinued 
  operations                                                                                                                                                (0.4) 
 Loss for the 
  year                                                                                                                                                    (124.5) 
---------------  -------------  ----------  -------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------------  -------- 
 

^ Inter-segment revenue is charged at the prevailing market rates.

Balance Sheet

 
                                                                                                              Total 
                                                                                                            Germany 
                           UK          UK   Total         France      France    Total                           and 
                 Distribution   Exteriors      UK   Distribution   Exteriors   France   Germany   Benelux   Benelux   Ireland   Poland     Total 
 2020                    GBPm        GBPm    GBPm           GBPm        GBPm     GBPm      GBPm      GBPm      GBPm      GBPm     GBPm      GBPm 
--------------  -------------  ----------  ------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------- 
 Balance sheet 
 Assets 
 Segment 
  assets                153.2       242.8   396.0           67.6       210.6    278.2     138.1      48.7     186.8      52.6     59.5     973.1 
 Unallocated 
 assets: 
 Right-of-use 
  assets                                                                                                                                     1.4 
 Property, 
  plant and 
  equipment                                                                                                                                  0.3 
 Derivative 
  financial 
  instruments                                                                                                                                0.1 
 Cash and cash 
  equivalents                                                                                                                              174.9 
 Other assets                                                                                                                                4.8 
--------------  -------------  ----------  ------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------- 
 Consolidated 
  total assets                                                                                                                           1,154.6 
--------------  -------------  ----------  ------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------- 
 
 Liabilities 
 Segment 
  liabilities           188.3       112.1   300.4           48.8       104.9    153.7      79.5       9.6      89.1      31.9     28.3     603.4 
 Unallocated 
 liabilities: 
 Private 
  placement 
  notes                                                                                                                                    144.5 
 Bank loans                                                                                                                                 67.7 
 Derivative 
  financial 
  instruments                                                                                                                                0.9 
 Other 
  liabilities                                                                                                                               31.8 
--------------  -------------  ----------  ------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------- 
 Consolidated 
  total 
  liabilities                                                                                                                              848.3 
--------------  -------------  ----------  ------  -------------  ----------  -------  --------  --------  --------  --------  -------  -------- 
 
 
 
 
 
 
 
 
 
 
 

Balance sheet

 
                                                                                                                                      Total 
                                                                                                                                    Germany 
                                  UK                              Total         France      France     Total                            and 
                        Distribution        UK Exteriors             UK   Distribution   Exteriors    France   Germany    Benelux   Benelux   Ireland     Poland     Total 
 2019                           GBPm                GBPm           GBPm           GBPm        GBPm      GBPm      GBPm       GBPm      GBPm      GBPm       GBPm     GBPm 
---------------------  -------------  ------------------  -------------  -------------  ----------  --------  --------  ---------  --------  --------  ---------  ---------- 
 Balance sheet 
 Assets 
 Segment assets                268.3               204.1          472.4           57.5       211.1     268.6     154.0       51.6     205.6      56.0       66.5    1,069.1 
 Unallocated assets: 
 Right-of-use assets                                                                                                                                                  2.9 
 Property, plant and 
  equipment                                                                                                                                                           0.4 
 Derivative financial 
  instruments                                                                                                                                                         2.6 
 Cash and cash 
  equivalents                                                                                                                                                        (3.6) 
 Deferred tax assets                                                                                                                                                  4.4 
 Assets held for sale                                                                                                                                                258.4 
 Other assets                                                                                                                                                        13.6 
---------------------  -------------  ------------------  -------------  -------------  ----------  --------  --------  ---------  --------  --------  ---------  ---------- 
 Consolidated total 
  assets                                                                                                                                                            1,347.8 
---------------------  -------------  ------------------  -------------  -------------  ----------  --------  --------  ---------  --------  --------  ---------  ---------- 
 
 Liabilities 
 Segment liabilities           196.9                83.5          280.4           54.8        97.4     152.2      96.4       16.4     112.8      36.1       35.7     617.2 
 Unallocated 
 liabilities: 
 Private placement 
  notes                                                                                                                                                              175.5 
 Bank loans                                                                                                                                                          99.6 
 Derivative financial 
  instruments                                                                                                                                                         2.1 
 Liabilities held for 
  sale                                                                                                                                                               115.7 
 Other liabilities                                                                                                                                                   43.5 
---------------------  -------------  ------------------  -------------  -------------  ----------  --------  --------  ---------  --------  --------  ---------  ---------- 
 Consolidated total 
  liabilities                                                                                                                                                       1,053.6 
---------------------  -------------  ------------------  -------------  -------------  ----------  --------  --------  ---------  --------  --------  ---------  ---------- 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                                                                                            Total 
                                                                                                                          Germany 
                                  UK          UK   Total         France         France       Total                            and                         Parent     Total 
                        Distribution   Exteriors      UK   Distribution      Exteriors      France   Germany   Benelux    Benelux   Ireland    Poland    company     Group 
 2020                           GBPm        GBPm    GBPm           GBPm           GBPm        GBPm      GBPm      GBPm       GBPm      GBPm      GBPm       GBPm      GBPm 
---------------------  -------------  ----------  ------  -------------  -------------  ----------  --------  --------  ---------  --------  --------  ---------  -------- 
 Other segment 
 information 
 Capital expenditure 
  on: 
 Property, plant and 
  equipment                      4.4         3.9     8.3            0.3            2.4         2.7       0.9       0.7        1.6       0.4       0.2        0.1      13.3 
 Computer software               1.9         1.2     3.1              -              -           -       0.2         -        0.2       0.3         -        5.1       8.7 
 Goodwill and 
  intangible 
  assets (excluding 
  computer 
  software)                        -         1.8     1.8              -              -           -         -         -          -         -         -          -       1.8 
 Non-cash 
 expenditure: 
 Depreciation of 
  fixed 
  assets                         3.3         2.5     5.8            0.6            1.5         2.1       1.7       0.6        2.3       0.5       0.4        0.1      11.2 
 Depreciation of 
  right-of-use 
  assets                        15.2         8.0    23.2            5.1            8.6        13.7      12.9       1.6       14.5       1.7       3.2        0.3      56.6 
 Impairment of 
  right-of-use 
  assets                        10.2           -    10.2              -              -           -         -         -          -         -         -          -      10.2 
 Impairment of 
  property, 
  plant and equipment 
  and computer 
  software                       4.9           -     4.9              -              -           -         -         -          -         -         -       13.7      18.6 
 Amortisation of 
  acquired 
  intangibles and 
  computer 
  software                       4.5         4.9     9.4              -            0.4         0.4         -         -          -       0.2       0.1        0.9      11.0 
 Impairment of 
  goodwill 
  and intangibles 
  (excluding 
  computer software)            35.5        11.8    47.3              -              -           -         -         -          -         -         -          -      47.3 
---------------------  -------------  ----------  ------  -------------  -------------  ----------  --------  --------  ---------  --------  --------  ---------  -------- 
 
 
                                                                                                                            Total 
                                                                                                                          Germany 
                                  UK          UK   Total         France         France       Total                            and                         Parent     Total 
                        Distribution   Exteriors      UK   Distribution      Exteriors      France   Germany   Benelux    Benelux   Ireland    Poland    company     Group 
 2019                           GBPm        GBPm    GBPm           GBPm           GBPm        GBPm      GBPm      GBPm       GBPm      GBPm      GBPm       GBPm      GBPm 
---------------------  -------------  ----------  ------  -------------  -------------  ----------  --------  --------  ---------  --------  --------  ---------  -------- 
 
 Other segment 
 information 
 Capital expenditure 
  on: 
 Property, plant and 
  equipment                      2.4         6.5     8.9            0.8            0.9         1.7       1.3       0.3        1.6       0.7       2.2          -      15.1 
 Computer software               5.1         1.2     6.3              -              -           -       0.1         -        0.1       0.4         -        9.9      16.7 
 Non-cash 
 expenditure: 
 Depreciation                   19.1        10.6    29.7            5.2           10.0        15.2      13.8       2.4       16.2       2.8       3.5        0.4      67.8 
 Impairment of 
  right-of-use 
  assets                         0.5         0.5     1.0              -            0.5         0.5         -         -          -         -         -          -       1.5 
 Impairment of 
  property, 
  plant and equipment 
  and computer 
  software                       0.9           -     0.9              -              -           -         -         -          -         -         -          -       0.9 
 Amortisation of 
  acquired 
  intangibles and 
  computer 
  software                       3.5         4.5     8.0              -            0.7         0.7       0.1       0.2        0.3         -       0.1        0.8       9.9 
 Impairment of 
  goodwill 
  and intangibles 
  (excluding 
  computer software)            57.4           -    57.4              -           33.3        33.3         -         -          -         -         -          -      90.7 
---------------------  -------------  ----------  ------  -------------  -------------  ----------  --------  --------  ---------  --------  --------  ---------  -------- 
 
 
 
 
 
 Geographic information 
 
   The Group's non-current operating assets (including property, plant and equipment, right-of-use 
   assets, goodwill and intangible assets but excluding lease receivables, deferred tax and derivative 
   financial instruments) by geographical location are as follows: 
----------------------------------------------------------------------------------------------------------- 
                                                                               2020                    2019 
                                                                 Non-current assets      Non-current assets 
 Country                                                                       GBPm                    GBPm 
-----------------------------------------------------------  ----------------------  ---------------------- 
 United Kingdom                                                               222.0                   283.4 
 Ireland                                                                       14.6                    15.7 
 France                                                                       113.4                   112.0 
 Germany                                                                       59.5                    66.2 
 Poland                                                                        13.4                    14.2 
 Benelux                                                                       21.6                    23.4 
 Total underlying                                                             444.5                   514.9 
-----------------------------------------------------------  ----------------------  ---------------------- 
 Attributable to businesses identified as non-core                                -                     0.2 
 Attributable to businesses held for sale                                         -                   112.9 
 Total                                                                        444.0                   628.0 
-----------------------------------------------------------  ----------------------  ---------------------- 
 
 
 
 
 3. Other operating expenses 
 3a. Analysis of other operating 
 expenses 
                                  -------------  ------------  -----------  -------------  ------------  ----------- 
                                                    2020                                      2019 
                                  ----------------------------------------  ---------------------------------------- 
                                   Before Other                              Before Other 
                                          items   Other items        Total          items   Other items        Total 
                                           GBPm          GBPm         GBPm           GBPm          GBPm         GBPm 
--------------------------------  -------------  ------------  -----------  -------------  ------------  ----------- 
 Other operating expenses: 
 - distribution costs                     261.4           7.1        268.5          207.6          27.5        235.1 
 - selling and marketing costs            138.8           0.4        139.2          179.6           3.0        182.6 
 - management, administrative 
  and central 
  costs                                   123.3         107.6        230.9          126.0         103.6        229.6 
 - property profits                       (0.2)         (0.2)        (0.4)          (0.3)             -        (0.3) 
  Total                                   523.3         114.9        638.2          512.9         134.1        647.0 
--------------------------------  -------------  ------------  -----------  -------------  ------------  ----------- 
 
 
   3b. Other items 
 Profit/(loss) after tax includes the following Other items which have been disclosed in a separate 
  column within the Consolidated Income Statement in order to provide a better indication of the 
  underlying earnings of the Group (as explained in the Statement of Accounting Policies): 
-------------------------------------------------------------------------------------------------------------------- 
                                                    2020                                      2019 
                                  ----------------------------------------  ---------------------------------------- 
                                    Other items    Tax impact   Tax impact    Other items    Tax impact   Tax impact 
                                           GBPm          GBPm            %           GBPm          GBPm            % 
--------------------------------  -------------  ------------  -----------  -------------  ------------  ----------- 
 Amortisation of acquired 
  intangibles                             (5.6)           1.1        19.6%          (6.2)           1.4        22.6% 
 Impairment charges(1)                   (76.1)             -            -         (90.9)           0.2         0.2% 
 Profits and losses on agreed 
  sale or 
  closure of non-core businesses            0.6             -            -            0.1         (0.8)       800.0% 
 Net operating profits/(losses) 
  attributable 
  to businesses identified as 
  non-core(2)                             (0.3)             -            -          (0.9)           0.1        11.1% 
 Net restructuring costs(3)               (6.7)           1.0        14.9%         (27.1)           4.4        16.2% 
 Investment in omnichannel 
  retailing                               (4.2)             -            -          (5.7)             -            - 
 Costs associated with 
  refinancing(4)                          (7.4)           1.4        18.9%              -             -            - 
 Onerous contract costs(5)               (13.2)           0.3         2.3%              -             -            - 
 Other specific items(6)                  (1.5)           0.2        13.3%            0.3             -            - 
--------------------------------  -------------  ------------  -----------  -------------  ------------  ----------- 
 Impact on operating 
  profit/(loss)                         (114.4)           4.0         3.5%        (130.4)           5.3         4.1% 
 Non-underlying finance costs(7)         (11.6)           0.1         0.9%              -             -            - 
--------------------------------  -------------  ------------  -----------  -------------  ------------  ----------- 
 Impact on profit/(loss) before 
  tax                                   (126.0)           4.1         3.3%        (130.4)           5.3         4.1% 
 Other tax adjustments in 
 respect of 
 previous years                               -             -            -              -         (0.4)            - 
 Impact on profit/(loss) after 
  tax                                   (126.0)           4.1         3.3%        (130.4)           4.9         3.8% 
--------------------------------  -------------  ------------  -----------  -------------  ------------  ----------- 
 
 
 (1) Impairment charges comprises GBP45.4m (2019: GBP89.6m) related to goodwill, GBP1.9m customer 
  relationships in intangibles, GBP13.7m related to SAP 1HANA implementation costs, GBP1.4m (2019: 
  GBP0.3m) other software costs, GBP3.5m tangible fixed assets and GBP10.2m (2019: GBP1.0m) right-of-use 
  assets. 
  (2) The comparatives for 31 December 2019 for net operating profit/(losses) attributable to 
  businesses identified as non-core are updated to reflect non-core businesses on a consistent 
  basis with the current year. 
  (3) Included within net restructuring costs are property closure costs of GBP0.8m (2019: GBP6.0m), 
  redundancy and related staff costs of GBP2.8m (2019: GBP9.5m), GBP2.9m (2019: GBP9.6m) in relation 
  to restructuring consultancy costs and GBP0.2m (2019: GBP2.0m) other costs. These costs have 
  been incurred in connection with the prior year target operating model projects in the UK, Germany 
  and France, the current year restructuring of the UK businesses as part of implementation of 
  the Return to Growth strategy, and restructuring in Benelux. 
  (4) Costs associated with refinancing includes legal and professional fees of GBP8.3m offset 
  by GBP0.9m gain in relation to the partial derecognition of a cash flow hedging arrangement as 
  a result of the change in debt facility agreements. 
  (5) Onerous contract costs includes GBP11.4m (2019: GBPnil) relating to provisions recognised 
  for licence fee commitments where no future economic benefit is expected to be obtained, principally 
  in relation to the SAP 1HANA implementation together with GBP1.8m licence fees recognised in 
  the consolidated income statement during the year whilst the project was on hold. 
 
 
 
 (6) Other specific items comprises 
  the following: 
----------------------------------------      ------  ------ 
                                                2020    2019 
                                                GBPm    GBPm 
----------------------------------------      ------  ------ 
 PwC investigation costs                       (1.8)       - 
 Gain on fair value of forward currency 
  option not hedged                              0.6     0.7 
 Costs in relation to the cyber attack 
  in France                                      0.1   (0.6) 
 GMP equalisation                              (0.4)       - 
 Acquisition costs                             (0.2)       - 
 Other specific items                            0.2     0.2 
 Total other specific items                    (1.5)     0.3 
--------------------------------------------  ------  ------ 
 

(7) Non-underlying finance costs comprise GBP11.3m loss on modification recognised in relation the private placement notes and GBP0.3m write-off of arrangement fees in relation to the previous RCF which has been extinguished.

   4.          Income tax 
 
 
 The income tax expense 
  comprises: 
-----------------------------  --------------------------  ------  ------ 
                                                             2020    2019 
                                                             GBPm    GBPm 
-----------------------------  --------------------------  ------  ------ 
 Current tax 
 UK & Ireland corporation 
  tax:                          - charge for the year         0.5     0.8 
  - adjustments in respect 
   of previous years                                            -   (0.1) 
 --------------------------------------------------------  ------  ------ 
                                                              0.5     0.7 
 Mainland Europe corporation 
  tax                           - charge for the year         5.6     6.8 
  - adjustments in respect 
   of previous years                                        (0.1)     2.7 
 --------------------------------------------------------  ------  ------ 
                                                              5.5     9.5 
 Total current tax                                            6.0    10.2 
---------------------------------------------------------  ------  ------ 
 
 Deferred tax 
 Current year                                               (2.2)     5.3 
 Adjustments in respect 
  of previous years                                           2.6     0.8 
 Deferred tax charge in respect of pension schemes              -   (3.9) 
 Effect of change in rate                                     0.2   (1.0) 
 Total deferred tax                                           0.6     1.2 
---------------------------------------------------------  ------  ------ 
 Total income tax expense                                     6.6    11.4 
---------------------------------------------------------  ------  ------ 
 
 
 
 As the Group's profits and losses are earned across a number 
  of tax jurisdictions an aggregated income tax reconciliation 
  is disclosed, reflecting the applicable rates for the countries 
  in which the Group operates. 
 
 
 The total tax charge for the year differs from the expected 
  tax using a weighted average tax rate which reflects the applicable 
  statutory corporate tax rates on the accounting profits/losses 
  in the countries in which the Group operates. The differences 
  are explained in the following aggregated reconciliation of 
  the income tax expense: 
--------------------------------------------------------------------------------------------------- 
                                                                   2020                 2019 
                                                                 GBPm         %      GBPm         % 
---------------------------------------------------------  ----------  --------  --------  -------- 
 Loss before tax from continuing 
  operations                                                  (202.3)             (112.7) 
 Profit before tax from discontinued 
  operations                                                     72.0                 3.8 
---------------------------------------------------------  ----------  --------  --------  -------- 
 Loss before tax                                              (130.3)             (108.9) 
---------------------------------------------------------  ----------  --------  --------  -------- 
 Expected tax credit                                           (14.2)     10.9%    (23.2)     21.3% 
 Factors affecting the income tax 
  expense for the year: 
 - expenses not deductible for 
  tax purposes^                                                  19.6   (15.0)%       7.5    (6.9)% 
 - non-taxable income*                                         (33.2)     25.5%     (4.5)      4.1% 
 - impairment and disposal charges 
  not deductible for tax purposes**                              15.9   (12.2)%      22.4   (20.6)% 
 - deductible temporary differences 
  not recognised for deferred tax 
  purposes                                                       18.1   (13.9)%      10.5    (9.6)% 
 - other adjustments in respect 
  of previous years                                               2.5    (1.9)%       3.7    (3.4)% 
 - tax on branch profits                                            -         -       0.1    (0.1)% 
 - effect of change in rate on 
  deferred tax                                                    0.2    (0.2)%     (0.9)      0.8% 
 Total income tax expense                                         8.9    (6.8)%      15.6   (14.3)% 
---------------------------------------------------------  ----------  --------  --------  -------- 
 Income tax expense reported in 
  the consolidated income statement                               6.6                11.4 
 Income tax attributable to a discontinued 
  operation                                                       2.3                 4.2 
                                                                  8.9                15.6 
                                                           ----------            -------- 
 
    ^ The majority of the Group's expenses that are not deductible 
    for tax purposes are in relation to the divestments of businesses, 
    internal restructuring and impairments of property. 
 * The majority of the Group's non-taxable income relates to 
  the divestments of businesses. 
 ** During the year the Group incurred impairment charges of 
  GBP45.4m in relation to goodwill which are not deductible for 
  tax purposes. 
 
 The effective tax rate for the Group on the total loss before 
  tax of GBP130.3m (2019: GBP108.9m) is negative 6.8% (2019: negative 
  14.3%). As the Group operates in several different countries 
  tax losses cannot be surrendered or utilised cross border, and 
  the Group therefore is subject to tax in some countries and 
  not in others. Tax losses are not currently recognised in respect 
  of the UK business, which also impacts the overall effective 
  tax rate. The combination of these factors means that the effective 
  tax rate is less meaningful as an indicator or comparator for 
  the Group. 
 
 
   Factors that will affect the Group's future total tax charge 
   as a percentage of underlying profits are: 
  - the mix of profits and losses between the tax jurisdictions 
   in which the Group operates; in particular the tax rates in 
   France, Germany and Belgium are relatively high when compared 
   to the UK and so a higher proportion of profits in these jurisdictions 
   could result in a higher Group tax charge; 
  - the impact of non-deductible expenditure and non-taxable 
   income; 
  - agreement of open tax computations with the respective tax 
   authorities; and 
  - the recognition or utilisation (with corresponding reduction 
   in cash tax payments) of unrecognised deferred tax assets. 
 
 On 25 April 2019, the European Commission ("EC") concluded its 
  investigation into the UK's controlled foreign company ("CFC") 
  tax rules. The EC concluded that the UK's CFC rules, which provide 
  an exemption for 75% of the CFC charge where the CFC is carrying 
  out financing activities, were in breach of EU State Aid. The 
  UK Government disagrees with this conclusion and has applied 
  to have this judgement annulled. In the meantime, the Group 
  is continuing to review the specific facts and circumstances 
  of its position in conjunction with professional advisors (having 
  claimed the exemption in historic periods). Based on the initial 
  assessment undertaken to date, a provision is not deemed to 
  be required. However, should the UK Government be unsuccessful 
  in appeal and all CFC profits deemed taxable in the UK, this 
  would give rise to additional UK tax payable of up to a maximum 
  of GBP5m (before interest and penalties). 
 
 
   In addition to the amounts charged to the Consolidated Income 
   Statement, the following amounts in relation to taxes have been 
   recognised in the Consolidated Statement of Comprehensive Income, 
   with the exception of deferred tax on share options which has 
   been recognised in the Consolidated Statement of Changes in 
   Equity: 
--------------------------------------------------------------------------------------------------- 
                                                                                     2020      2019 
                                                                                     GBPm      GBPm 
---------------------------------------------------------  ----------  --------  --------  -------- 
 Deferred tax movement associated with remeasurement 
  of defined benefit pension liabilities*                                             0.3     (6.6) 
 Tax credit associated with remeasurement of defined 
  benefit pension liabilities*                                                        0.4       0.4 
 Tax charge on exchange and fair value movements 
  arising on borrowings and derivative financial 
  instruments                                                                           -     (2.1) 
 Total                                                                                0.7     (8.3) 
---------------------------------------------------------  ----------  --------  --------  -------- 
  * These items will not subsequently be reclassified to the Consolidated 
   Income Statement. 
 
 
   5.          Earnings/(loss) per share 

The calculations of earnings/(loss) per share are based on the following profits/(losses) and numbers of shares:

 
                                                              Basic and diluted 
                                                         --------------------------- 
                                                                 2020           2019 
                                                                 GBPm           GBPm 
-------------------------------------------------------  ------------  ------------- 
 Loss attributable to ordinary equity holders 
  of the parent for basic and diluted earnings 
  per share from continuing operations                        (208.9)        (124.1) 
 Profit/(loss) attributable to ordinary 
  equity holders of the parent from discontinued 
  operations                                                     69.7          (0.4) 
-------------------------------------------------------  ------------  ------------- 
 Loss attributable to ordinary equity holders 
  of the parent for basic and diluted earnings 
  per share                                                   (139.2)        (124.5) 
-------------------------------------------------------  ------------  ------------- 
 
                                                           Basic and diluted before 
                                                                  Other items 
                                                         --------------------------- 
                                                                 2020           2019 
                                                                 GBPm           GBPm 
-------------------------------------------------------  ------------  ------------- 
 Loss attributable to ordinary equity holders 
  of the parent for basic and diluted earnings 
  per share from continuing operations                        (208.9)        (124.1) 
 Add back: 
 Other items                                                    121.9          125.5 
  (Loss)/profit attributable to ordinary 
   equity holders of the parent for basic 
   and diluted earnings per share from continuing 
   operations before other items                               (87.0)            1.4 
-------------------------------------------------------  ------------  ------------- 
 
 
                                                                 2020           2019 
 Weighted average number of shares                             Number         Number 
-------------------------------------------------------  ------------  ------------- 
 For basic and diluted earnings/(loss) per 
  share                                                   871,941,603    591,556,982 
 Effect of dilution from share options                      1,405,503              - 
-------------------------------------------------------  ------------  ------------- 
  Adjusted for the effect of dilution                     873,347,106    591,556,982 
-------------------------------------------------------  ------------  ------------- 
 
                          The weighted average number of shares excludes those held by 
                         the SIG Employee Share Trust ("the EBT") which are not vested 
                      and beneficially owned by employees. The weighted average number 
                       of shares has increased due to the equity raise which completed 
                           on 10 July 2020 with 589,999,995 new ordinary shares issued 
                                                        for gross proceeds of GBP165m. 
-------------------------------------------------------------------------------------- 
                                                                 2020           2019 
-------------------------------------------------------  ------------  ------------- 
 Loss per share 
 From continuing operations: 
 Basic loss per share                                         (24.0)p        (21.0)p 
 Diluted loss per share                                       (23.9)p        (21.0)p 
 Total: 
 Basic loss per share                                         (16.0)p        (21.0)p 
 Diluted loss per share                                       (15.9)p        (21.0)p 
 (Loss)/earnings per share before Other 
  items^ 
 Basic (loss)/earnings per share from continuing 
  operations before Other items                               (10.0)p           0.2p 
-------------------------------------------------------  ------------  ------------- 
 
 

^ (Loss)/earnings per share before Other items (also referred to as underlying (loss)/earnings per share) has been disclosed in order to present the underlying performance of the Group.

   6.     Reconciliation of loss before tax to cash generated from operating activities 
 
                                                               2020       2019 
                                                               GBPm       GBPm 
--------------------------------------------------------  ---------  --------- 
 Loss before tax from continuing operations                 (202.3)    (112.7) 
 Profit before tax from discontinued operations                72.0        3.8 
--------------------------------------------------------  ---------  --------- 
 Loss before tax                                            (130.3)    (108.9) 
 Depreciation of property, plant and equipment                 11.2       15.2 
 Depreciation of right-of-use assets                           57.2       61.0 
 Net finance costs                                             34.6       26.3 
 Amortisation of computer software                              5.4        4.5 
 Amortisation of acquired intangibles                           5.6        8.1 
 Impairment of computer software                               15.1        0.3 
 Impairment of property, plant and equipment                    3.5        0.6 
 Impairment of goodwill                                        45.4       89.6 
 Impairment of acquired intangibles                             1.9          - 
 Impairment of right-of-use asset                              10.2        1.0 
 Profit on agreed sale or closure of non-core 
  businesses (Note 9)                                        (71.6)      (0.1) 
 Loss/(profit) on sale of property, plant 
  and equipment                                                 0.7      (1.4) 
 Share-based payments                                           0.2        0.1 
 Gains on derivative financial instruments                    (1.5)          - 
 Net foreign exchange differences                               0.2      (1.3) 
 Increase/(decrease) in provisions                             11.3      (2.9) 
 Working capital movements: 
 - (Increase)/decrease in inventories                         (5.4)        1.7 
 - Decrease in receivables                                     19.7       95.6 
 - Decrease in payables                                      (56.4)     (23.4) 
  Cash (used in)/generated from operating 
   activities                                                (43.0)      166.0 
--------------------------------------------------------  ---------  --------- 
 
 
   Included within the cash (used in)/generated from operating activities 
   is a defined benefit pension scheme employer's contribution of 
   GBP2.5m (2019: GBP2.5m). 
 
 Of the total loss on sale of property, plant and equipment, GBP0.2m 
  profit (2019: GBPnil) has been included within Other items in 
  the Consolidated Income Statement. 
 
   7.     Reconciliation of net cash flow to movements in net debt 
 
                                                                    2020         2019 
                                                                    GBPm         GBPm 
--------------------------------------------------------------  --------  ----------- 
 Increase in cash and cash equivalents in 
  the year                                                          68.4         71.6 
 Cash flow from decrease in debt                                   183.0       (37.6) 
--------------------------------------------------------------  --------  ----------- 
 Decrease in net debt resulting from cash 
  flows                                                            251.4         34.0 
 Recognition of deferred consideration                             (0.9)            - 
 Non-cash items^                                                  (39.3)        (6.4) 
 Exchange differences                                                6.0          6.8 
--------------------------------------------------------------  --------  ----------- 
 Decrease in net debt in the year                                  217.2         34.4 
--------------------------------------------------------------  --------  ----------- 
 Net debt at 1 January                                           (455.4)      (189.4) 
--------------------------------------------------------------  --------  ----------- 
 Impact of adoption of IFRS 16 at 1 January 
  2019                                                                 -      (300.4) 
--------------------------------------------------------------  --------  ----------- 
 Net debt at 31 December                                         (238.2)      (455.4) 
 ^ Non-cash items include the fair value movement of debt recognised 
  in the year which does not give rise to a cash inflow or outflow, 
  the movement in cash restricted for use in relation to the 
  asset backed funding arrangement implemented in relation to 
  the UK defined benefit pension plan and non-cash movements 
  in relation to lease liabilities. In 2019 the GBP8.1m restricted 
  cash was included within cash and cash equivalents on the consolidated 
  balance sheet but deducted in arriving at net debt above as 
  shown below. The balance at 31 December 2020 is GBPnil. 
 
 
 Net debt is defined as follows: 
------------------------------------------------------------------------------------- 
                                                                    2020         2019 
                                                                    GBPm         GBPm 
--------------------------------------------------------------  --------  ----------- 
 Non-current assets: 
 Derivative financial instruments                                    0.1          1.7 
 Lease receivables                                                   3.6          4.4 
 Current assets: 
 Derivative financial instruments                                      -          0.9 
 Lease receivables                                                   0.7          0.8 
 Cash at bank and on hand                                          235.3        110.0 
 Less restricted cash in relation to asset 
  backed funding arrangement                                           -        (8.1) 
 Financial assets held for sale                                        -         35.9 
 Current liabilities: 
 Lease liabilities                                                (50.6)       (51.5) 
 Bank loans                                                            -       (99.6) 
 Private placement notes                                               -      (175.5) 
 Deferred consideration                                            (0.5)            - 
 Other financial liabilities                                       (0.5)        (1.5) 
 Derivative financial instruments                                  (0.5)        (0.2) 
 Lease liabilities directly associated with 
  liabilities classified as held for sale                              -       (45.3) 
 Non-current liabilities: 
 Lease liabilities                                               (211.6)      (224.1) 
 Bank loans                                                       (67.7)            - 
 Private placement notes                                         (144.5)            - 
 Deferred consideration                                            (0.4)            - 
 Derivative financial instruments                                  (0.4)        (1.9) 
 Other financial liabilities                                       (1.2)        (1.4) 
 Net debt                                                        (238.2)      (455.4) 
--------------------------------------------------------------  --------  ----------- 
 
 
 
   8.   Dividends 

No interim dividend was paid for the year ended 31 December 2020 (2019: 1.25p per share amounting to GBP7.4m) and no final dividend proposed. No final dividend was proposed or paid for the year ended 31 December 2019. Total dividends paid during the year were GBPnil (2019: GBP22.2m). No dividends have been paid between 31 December 2020 and the date of signing the Financial Statements.

 
 9. Divestments and exit of non-core 
  businesses 
 
   The Group has recognised a net gain of GBP0.6m (2019: gain of 
   GBP0.1m) in respect of profits and losses on agreed sale or 
   closure of non-core businesses within Other items of the Consolidated 
   Income Statement. This consists of GBP2.0m gain in relation 
   to the disposal of the Middle East entity in the current year, 
   offset by costs of GBP0.2m in relation to the disposal of Building 
   Solutions which was due to complete in the first half of 2020 
   but was terminated in May 2020, a loss on the sale of the Maury 
   business of GBP0.9m and other costs in relation to previous 
   disposals of GBP0.3m. These are explained further below. 
 
   The sale of the Air Handling business also completed in the 
   period and the gain on sale is included with the results from 
   discontinued operations (Note 10). 
 
   Businesses disposed during the year 
 
   As disclosed in the 2019 Annual Report and Accounts, the Middle 
   East business, which was in the process of being closed, was 
   sold on 22 January 2020 for AED1. A gain on sale of GBP2.0m 
   has been recognised, in relation to the reclassification to 
   the Consolidated Income Statement of the cumulative exchange 
   differences on the retranslation of the net assets of the business 
   previously recognised in other comprehensive income in accordance 
   with IAS 21 "The effects of foreign exchange rates". 
 
   On 10 September 2020 the Group completed the sale of Maury NZ 
   SAS ('Maury'), the Group's high-end fabrication business in 
   France and part of the France Exteriors (Larivière) segment, 
   for proceeds of EUR25,000. An overall loss on sale of GBP0.9m 
   has been recognised within Other items, including the reclassification 
   of the cumulative exchange differences on the retranslation 
   of the net assets from equity to the Consolidated Income Statement, 
   in accordance with IAS 21 "The effects of changes in foreign 
   exchange rates". Net assets at the date of disposal were GBP0.9m 
   and costs of less than GBP0.1m were incurred, resulting in the 
   overall loss on sale of GBP0.9m. 
 
   Costs of GBP0.2m have also been recognised during the period 
   in relation to the disposal of the Building Solutions business, 
   which was classified as held for sale at 31 December 2019 as 
   a sale had been agreed and was due to complete in first half 
   of 2020 subject to approval from the UK Competition and Markets 
   Authority (CMA). As disclosed in the 2019 Annual Report and 
   Accounts, on 21 May 2020 it was announced that the parties had 
   agreed to terminate the sales agreement as terms could not be 
   agreed for an extension to enable completion of the CMA investigation 
   and the disposal is no longer proceeding. The business no longer 
   meets the criteria to be presented as held for sale at 31 December 
   2020 and is now included within underlying operations. GBP0.3m 
   costs have also been incurred and recognised within Other items 
   in relation to the Commercial Drainage business which was closed 
   in the prior year. 
 
 
   Prior year divestments 
 
   WeGo FloorTec 
 On 13 August 2019 the Group completed the sale of WeGo FloorTec 
  GmbH, the German raised access flooring division, for proceeds 
  of EUR13.5m plus settlement of intercompany balances. An overall 
  gain on sale of GBP6.0m has been recognised within Other items, 
  including the reclassification of the cumulative exchange differences 
  on the retranslation of the net assets from equity to the consolidated 
  income statement, in accordance with IAS 21 "The effects of 
  changes in foreign exchange rates". 
 
 The net assets at the date of disposal were as follows: 
--------------------------------------------------------------------------------------- 
                                                                                At date 
                                                                            of disposal 
                                                                                   GBPm 
--------------------------------------------------------        ---  ------------------ 
 Attributable goodwill and intangible 
  assets                                                                            0.4 
 Property, plant and equipment                                                      0.8 
 Cash                                                                               0.4 
 Inventories                                                                        3.3 
 Trade and other receivables                                                        2.4 
 Trade and other payables                                                         (2.4) 
 Net assets                                                                         4.9 
-------------------------------------------------------------------  ------------------ 
 Other costs                                                                        0.9 
 Gain on disposal                                                                   6.0 
 Sale proceeds                                                                     11.8 
-------------------------------------------------------------------  ------------------ 
 Satisfied by: 
 Cash and cash equivalents                                                         11.8 
-------------------------------------------------------------------  ------------------ 
 
 

Commercial Drainage

The Group closed its Commercial Drainage business, part of the UK Distribution segment, in 2019. Operating losses for the year were included in Other items in the Consolidated Income Statement and GBP0.9m of costs were also incurred in 2019 and included in Other items.

 
 
 
   Disposal groups held for sale at 31 December 2019 
 
 
   Building Solutions 
 On 7 October 2019, the Group announced the sale of Building 
  Solutions (National) Limited ("Building Solutions"), a subsidiary 
  of SIG Trading Limited, for proceeds of GBP37.5m. At 31 December 
  2019 the assets and liabilities were classified as held for 
  sale on the Consolidated Balance Sheet, as shown below. Costs 
  of GBP1.6m in relation to the disposal are included in Other 
  items in the Consolidated Income Statement. The sale was subsequently 
  terminated as disclosed in Note 34 of the 2019 Annual Report 
  and Accounts. 
 
 
   Air Handling 
 On 7 October 2019, the Group announced that it had agreed a 
  sale of the Air Handling business and the sale completed on 
  31 January 2020. This business was a major line of business 
  of the Group and is therefore classified as a discontinued operation. 
 
  Total assets and liabilities held for sale at 31 December 2019 
  comprised the following: 
 
                                                 Air     Building 
                                            Handling    Solutions        Other     Total 
                                                GBPm         GBPm         GBPm      GBPm 
 Goodwill and intangible 
  assets                                        33.2         12.5            -      45.7 
 Property, plant and equipment                  15.1          6.2          1.9      23.2 
 Right-of-use assets                            31.5         12.5            -      44.0 
 Inventories                                    33.9          3.8            -      37.7 
 Trade and other receivables                    58.9          8.5            -      67.4 
 Contract assets                                 1.5            -            -       1.5 
 Deferred tax asset                              1.3          1.7            -       3.0 
 Deferred consideration                          0.8            -            -       0.8 
 Cash at bank and on hand                       28.8          6.3            -      35.1 
------------------------------------      ----------  -----------  -----------  -------- 
 Assets held for sale                          205.0         51.5          1.9     258.4 
------------------------------------      ----------  -----------  -----------  -------- 
 Trade and other payables                     (46.0)       (15.3)            -    (61.3) 
 Contract liabilities                          (1.5)            -            -     (1.5) 
 Lease liabilities                            (31.9)       (13.4)            -    (45.3) 
 Deferred tax liability                        (1.0)            -            -     (1.0) 
 Corporation tax liability                     (1.2)            -            -     (1.2) 
 Retirement benefit obligations                (3.4)            -            -     (3.4) 
 Provisions                                    (1.5)        (0.5)            -     (2.0) 
------------------------------------      ----------  -----------  -----------  -------- 
 Liabilities directly associated 
 with assets held for sale                    (86.5)       (29.2)            -   (115.7) 
------------------------------------      ----------  -----------  -----------  -------- 
 Net assets directly associated 
  with disposal groups                         118.5         22.3          1.9     142.7 
------------------------------------      ----------  -----------  -----------  -------- 
 
 
 
 

Contribution to revenue and operating loss

The results of the above businesses for the current and prior periods have been disclosed within Other items in the Consolidated Income Statement in order to provide an indication of the underlying earnings of the Group. The revenue and net operating profit/(loss) of the non-core businesses for the years ended 31 December 2020 and 31 December 2019 are as follows:

 
 
                                                     2020                         2019 
                                                        Net operating              Net operating 
                                             Revenue    profit/(loss)   Revenue    profit/(loss) 
                                                GBPm             GBPm      GBPm             GBPm 
--------------------------------  ----  ------------  ---------------  --------  --------------- 
 Commercial Drainage                               -                -       1.2            (0.8) 
 WeGo FloorTec                                     -                -      14.5              0.8 
 Building Solutions                                -                -      58.3              2.9 
 Maury                                           1.8            (0.3)       1.9            (0.9) 
 Businesses identified as 
  non-core in 2019                               1.8            (0.3)      75.9              2.0 
--------------------------------------  ------------  ---------------  --------  --------------- 
 Reclassification of Building 
  Solutions                                        -                -    (58.3)            (2.9) 
--------------------------------------  ------------  ---------------  --------  --------------- 
 Total attributable to non-core 
  businesses in 2020                             1.8            (0.3)      17.6            (0.9) 
--------------------------------------  ------------  ---------------  --------  --------------- 
 
 

Cash flows associated with divestments and exit of non-core businesses

The net cash inflow in the year ended 31 December 2020 in respect of divestments and the exit of non-core businesses is as follows:

 
                                                                   2020    2019 
                                                Other non-core 
                                 Air Handling       businesses    Total   Total 
                                         GBPm             GBPm     GBPm    GBPm 
-----------------------------   -------------  ---------------  -------  ------ 
 Cash consideration received 
  for divestments                       189.7              0.7    190.4    12.6 
 Cash at date of disposal              (29.2)            (0.2)   (29.4)   (0.5) 
 Disposal costs paid                   (12.9)            (0.3)   (13.2)   (3.7) 
 Net cash inflow                        147.6              0.2    147.8     8.4 
------------------------------  -------------  ---------------  -------  ------ 
 

Included within 'Other non-core businesses' is GBP0.7m received during the year in relation to contingent consideration on the sale of the Building Plastics division in 2017.

The losses arising on the agreed sale or closure of non-core businesses and associated impairment charges, along with their results for the current and prior periods have been disclosed within Other items in the Consolidated Income Statement in order to present the underlying earnings of the Group.

10. Discontinued operations

On 7 October 2019, the Group announced that it had agreed a sale of the Air Handling business for consideration of EUR222.7m on a cash free, debt free basis. The sale was approved by shareholders at a general meeting on 23 December 2019 and completed on 31 January 2020. At 31 December 2019, Air Handling was classified as a disposal group held for sale and as a discontinued operation as it represented a major line of business of the Group. With Air Handling being classified as a discontinued operation, the Air Handling segment is no longer presented in the segment note.

The results of the Air Handling business for the year are presented below:

 
                                                           2020      2019 
                                                           GBPm      GBPm 
------------------------------------------------------  -------  -------- 
 Revenue                                                   25.4     323.1 
 Cost of sales                                           (15.0)   (202.0) 
------------------------------------------------------  -------  -------- 
 Gross profit                                              10.4     121.1 
 Other operating expenses                                 (9.3)   (101.3) 
------------------------------------------------------  -------  -------- 
 Underlying operating profit                                1.1      19.8 
 Other items                                                  -     (0.7) 
------------------------------------------------------  -------  -------- 
 Operating profit                                           1.1      19.1 
 Finance income                                               -       0.1 
 Finance costs                                            (0.1)     (1.3) 
------------------------------------------------------  -------  -------- 
 Profit before tax from discontinuing operations 
  before group other items                                  1.0      17.9 
 Costs incurred in connection with the agreed 
  disposal of discontinued operation                          -    (12.2) 
 Amortisation of acquired intangibles                         -     (1.9) 
------------------------------------------------------  -------  -------- 
 Profit before tax from discontinued operations             1.0       3.8 
 Income tax expense                                       (0.3)     (4.2) 
 Profit/(loss) after tax from discontinued operations       0.7     (0.4) 
------------------------------------------------------  -------  -------- 
 Gain on sale of subsidiary after income tax 
  (see below)                                              69.0         - 
------------------------------------------------------  -------  -------- 
 Profit/(loss) from discontinued operation                 69.7     (0.4) 
------------------------------------------------------  -------  -------- 
 
 
 
   Amounts included in accumulated OCI are as follows: 
------------------------------------------------------- 
                                                           2020     2019 
                                                           GBPm     GBPm 
-------------------------------------------------------  ------  ------- 
 Remeasurement of defined benefit pension liability           -    (0.5) 
 Deferred tax movement associated with remeasurement 
  of defined benefit pension liability                        -      0.1 
 Reserve of disposal group classified as held 
  for sale                                                    -    (0.4) 
-------------------------------------------------------  ------  ------- 
 
 
   The net cash flows incurred by Air Handling are as follows: 
------------------------------------------------------------------------ 
                                                           2020     2019 
                                                           GBPm     GBPm 
-------------------------------------------------------  ------  ------- 
 Operating                                                  1.1     26.5 
 Investing                                                147.6    (5.1) 
 Financing                                                    -    (9.4) 
 Net cash inflow                                          148.7     12.0 
-------------------------------------------------------  ------  ------- 
 
 
 Earnings per share: 
------------------------------------------------------------------------ 
                                                           2020     2019 
-------------------------------------------------------  ------  ------- 
 Basic earnings/(loss) per share from discontinued 
  operations                                               8.0p   (0.0)p 
 Diluted earnings/(loss) per share from discontinued 
  operations                                               8.0p   (0.1)p 
-------------------------------------------------------  ------  ------- 
 
 
 
   Gain on sale 
                                                                   2020 
                                                                   GBPm 
------------------------------------------------------------   -------- 
 Consideration received(1) : 
 Cash                                                             191.9 
 Adjustment to consideration                                      (2.2) 
 Final consideration                                              189.7 
 Carrying amount of net assets sold(2)                          (118.1) 
-------------------------------------------------------------  -------- 
 Gain on sale before costs, income tax and reclassification 
  of foreign currency translation reserve                          71.6 
 Costs incurred in connection with the agreed 
  disposal of the Air Handling business(3)                        (4.3) 
 Reclassification of foreign currency translation 
  reserve                                                           3.7 
 Income tax expense on gain                                       (2.0) 
-------------------------------------------------------------  -------- 
 Gain on sale after income tax                                     69.0 
 
 

(1) Consideration received was based on an enterprise value of EUR222.7m on a cash free, debt free basis, adjusted for actual levels of cash, debt and working capital in the Air Handling division at completion to give proceeds received of EUR228.6m (GBP191.9m). Net proceeds received exclusive of amounts repaid in relation to debt owed to the Group by the Air Handling division was EUR187.4m (GBP157.3m). As part of the completion process, further adjustments to the consideration were agreed and repaid by the Group, together with settlement of tax payments, reducing total consideration by GBP2.2m.

(2) The carrying amount of net assets sold is the net assets held for sale at 31 December 2019 shown below plus GBP0.4m relating to the net profit for the month of January 2020 less tax payments and working capital movements.

(3) GBP12.2m of costs were incurred and recognised in 2019 in connection with the sale. Including these in the overall calculation of the gain on sale above would give a gain on sale after income tax of GBP57.0m.

The major classes of assets and liabilities of the Air Handling business classified as held for sale as at 31 December 2019 were as follows:

 
                                                    2019 
                                                    GBPm 
----------------------------------------------   ------- 
 Goodwill and intangible assets                     33.2 
 Property, plant and equipment                      15.1 
 Right-of-use assets                                31.5 
 Inventories                                        33.9 
 Trade and other receivables                        58.9 
 Contract assets                                     1.5 
 Deferred tax asset                                  1.3 
 Deferred consideration                              0.8 
 Cash at bank and on hand                           28.8 
-----------------------------------------------  ------- 
 Assets held for sale                              205.0 
-----------------------------------------------  ------- 
 Trade and other payables                         (46.0) 
 Contract liabilities                              (1.5) 
 Lease liabilities                                (31.9) 
 Deferred tax liability                            (1.0) 
 Corporation tax liability                         (1.2) 
 Retirement benefit obligations                    (3.4) 
 Provisions                                        (1.5) 
-----------------------------------------------  ------- 
 Liabilities directly associated with assets 
  held for sale                                   (86.5) 
-----------------------------------------------  ------- 
 Net assets directly associated with disposal 
  group                                            118.5 
 
 

11. Related party transactions

 
 Transactions between the Company and its subsidiaries, which 
  are related parties, have been eliminated on consolidation and 
  have therefore not been disclosed. 
 
 In 2020, SIG incurred expenses of GBP0.5m (2019: GBP0.4m) on 
  behalf of the SIG plc Retirement Benefits Plan, the UK defined 
  benefit pension scheme. 
 
 
 
 Remuneration of key management personnel 
 
   The total remuneration of key management personnel of the Group, 
   being the Group Executive Committee members and the Non-Executive 
   Directors, is set out below in aggregate for each of the categories 
   specified in IAS 24 "Related Party Disclosures". 
--------------------------------------------------------------------------- 
                                                               2020    2019 
                                                               GBPm    GBPm 
----------------------------------------------------------  -------  ------ 
 Short term employee benefits                                   5.8     4.3 
 Termination and post-employment benefits                       0.1     0.4 
 IFRS 2 share option charge                                       -     0.1 
                                                                5.9     4.8 
----------------------------------------------------------  -------  ------ 
 

12. Non-statutory information

The Group uses a variety of alternative performance measures, which are non-IFRS, to describe the Group's performance. The Group considers these performance measures to provide useful historical financial information to help investors evaluate the underlying performance of the business.

These measures, as shown below, are used to improve the comparability of information between reporting periods and geographical units, to adjust for Other items (as explained in further detail within the Statement of Significant Accounting Policies) or to adjust for businesses identified as non-core to provide information on the ongoing activities of the Group. This also reflects how the business is managed and measured on a day-to-day basis. Non-core businesses are those businesses that have been closed or disposed of or where the Board has resolved to close or dispose of the businesses by 31 December 2020.

   a)        Net debt 

Net debt is a key metric for the Group, and monitoring it is an important element of treasury risk management for the Group. In addition, maximum net debt is one of the primary covenants applicable to the Group's debt facilities. For the purpose of covenant calculations, net debt is stated before the impact of IFRS 16. The different net debt definitions used are as follows:

 
                                                   2020      2019 
                                                   GBPm      GBPm 
--------------------------------------------   --------  -------- 
 Reported net debt                                238.2     455.4 
 Lease liabilities recognised in accordance 
  with IFRS 16                                  (237.0)   (296.0) 
 Lease receivables recognised in accordance 
  with IFRS 16                                      4.3       5.2 
 Other financial liabilities recognised 
  in accordance with IFRS 16                      (1.4)     (1.8) 
---------------------------------------------  --------  -------- 
 Net debt excluding the impact of IFRS 16           4.1     162.8 
 Loss on debt modification recognised in 
  accordance with IFRS 9                         (10.1)         - 
--------------------------------------------   --------  -------- 
 Net debt on frozen GAAP basis                    (6.0)     162.8 
---------------------------------------------  --------  -------- 
 Other covenant financial indebtedness              5.1       5.4 
 Foreign exchange adjustment*                     (0.5)       0.3 
 Covenant net debt                                (1.4)     168.5 
---------------------------------------------  --------  -------- 
 
 

* For the purpose of covenant calculations, net debt is calculated using net debt translated at average rather than period end rates.

 
 
 
   b)        Like-for-like sales 

Like-for-like sales is calculated on a constant currency basis and represents the growth in the Group's sales per day excluding any acquisitions or disposals completed or agreed in the current and prior year. Revenue is not adjusted for branch openings and closures. This measure shows how the Group has developed its revenue for comparable business relative to the prior period. As such it is a key measure of the growth of the Group during the year.

 
 
                                                                                                                          Total 
                                                             France              France                                 Germany 
                           UK           UK     Total   Distribution           Exteriors     Total                           and                       Total 
                 Distribution    Exteriors        UK         (LiTT)    (Larivière)    France   Germany   Benelux   Benelux   Ireland   Poland    Group 
                         GBPm         GBPm      GBPm           GBPm                GBPm      GBPm      GBPm      GBPm      GBPm      GBPm     GBPm     GBPm 
--------------  -------------  -----------  --------  -------------  ------------------  --------  --------  --------  --------  --------  -------  ------- 
 Statutory 
  revenue 
  2020                  357.4        310.1     667.5          168.1               346.6     514.7     370.7      91.6     462.3      80.5    149.5  1,874.5 
 Non-core 
  businesses                -            -         -              -               (1.8)     (1.8)         -         -         -         -        -    (1.8) 
Underlying 
 revenue 2020           357.4        310.1     667.5          168.1               344.8     512.9     370.7      91.6     462.3      80.5    149.5  1,872.7 
                -------------                         -------------                                                              -------- 
 Statutory 
  revenue 
  2019                  535.5        346.5     882.0          184.5               344.1     528.6     396.0     103.0     499.0      94.9    156.1  2,160.6 
 Non-core 
  businesses            (1.2)            -     (1.2)              -               (1.9)     (1.9)    (14.5)         -    (14.5)         -        -   (17.6) 
Underlying 
 revenue 2019           534.3        346.5     880.8          184.5               342.2     526.7     381.5     103.0     484.5      94.9    156.1  2,143.0 
                -------------                         -------------                                                              -------- 
 % change year 
  on year: 
 Underlying 
  revenue             (33.1)%      (10.5)%   (24.2)%         (8.9)%                0.8%    (2.6)%    (2.8)%   (11.1)%    (4.6)%   (15.2)%   (4.2)%  (12.6)% 
 Impact of 
  currency                  -            -         -         (1.4)%              (1.6)%    (1.6)%    (1.6)%    (1.4)%    (1.5)%    (1.3)%     2.3%   (0.6)% 
 Impact of 
  acquisitions              -       (0.3)%    (0.1)%              -                   -         -         -         -         -         -        -        - 
 Impact of 
  working 
  days                 (0.3)%       (0.4)%    (0.3)%              -                1.2%      0.7%    (0.8)%    (0.4)%    (0.7)%    (0.3)%   (0.8)%   (0.1)% 
Like-for-like 
 sales                (33.4)%      (11.2)%   (24.6)%        (10.3)%                0.4%    (3.4)%    (5.1)%   (12.8)%    (6.8)%   (16.8)%   (2.7)%  (13.3)% 
                -------------                         -------------                                                              -------- 
 
   c)        Gross margin 

Gross margin is the ratio of gross profit to revenue and is used to understand the value the Group creates from its trading activities.

 
 
                                                                                                                     Total 
                                                        France              France                                 Germany 
                       UK           UK    Total   Distribution           Exteriors     Total                           and                      Total 
             Distribution    Exteriors       UK         (LiTT)    (Larivière)    France   Germany   Benelux   Benelux   Ireland   Poland   Group 
                        %            %        %              %                   %         %         %         %         %         %        %       % 
                           -----------  -------  -------------  ------------------  --------  --------  --------  --------  --------  -------  ------ 
Statutory 
 gross 
 margin 
 2020               22.5%        27.3%    24.7%          27.4%               24.3%     25.3%     28.0%     24.6%     27.3%     23.4%    20.0%   25.1% 
Impact of 
non-core 
businesses              -            -        -              -                   -         -         -         -         -         -        -       - 
                           -----------  -------  -------------  ------------------  --------  --------  --------  --------  --------  -------  ------ 
Underlying 
 gross 
 margin 
 2020               22.5%        27.3%    24.7%          27.4%               24.3%     25.3%     28.0%     24.6%     27.3%     23.4%    20.0%   25.1% 
                           -----------  -------  -------------  ------------------  --------  --------  --------  --------  --------  -------  ------ 
 
Statutory 
 gross 
 margin 
 2019               26.1%        28.3%    27.0%          27.4%               23.3%     24.8%     27.6%     24.7%     27.0%     25.0%    20.3%   25.9% 
Impact of 
 non-core 
 businesses          0.1%            -     0.1%              -                0.1%         -      0.1%         -         -         -        -       - 
                           -----------  -------  -------------  ------------------  --------  --------  --------  --------  --------  -------  ------ 
Underlying 
 gross 
 margin 
 2019               26.2%        28.3%    27.1%          27.4%               23.4%     24.8%     27.7%     24.7%     27.0%     25.0%    20.3%   25.9% 
                           -----------  -------  -------------  ------------------  --------  --------  --------  --------  --------  -------  ------ 
 

a)

   d)        Operating cost as a percentage of sales 

This is a measure of how effectively the Group's operating cost base is being used to generate revenue.

 
                                                        Six months                            Six months 
                                            Six months    ended 31    Year ended  Six months    ended 31    Year ended 
                                              ended 30    December   31 December    ended 30    December   31 December 
                                             June 2020        2020          2020   June 2019        2019          2019 
                                                  GBPm        GBPm          GBPm        GBPm        GBPm          GBPm 
 Statutory revenue                               840.1     1,034.4       1,874.5     1,113.3     1,047.3       2,160.6 
 Non-core businesses                             (1.2)       (0.6)         (1.8)      (13.4)       (4.2)        (17.6) 
 Underlying revenue                              838.9     1,033.8       1,872.7     1,099.9     1,043.1       2,143.0 
------------------------------------------ 
 Operating costs (statutory)                     312.4       325.8         638.2       267.9       379.1         647.0 
 Other items                                    (60.4)      (54.5)       (114.9)      (19.5)     (114.6)       (134.1) 
Underlying operating costs                       252.0       271.3         523.3       248.4       264.5         512.9 
 
 Operating costs as a percentage of 
  statutory revenue                              37.2%       31.5%         34.0%       24.1%       36.2%         29.9% 
Underlying operating costs as a percentage 
 of underlying revenue                           30.0%       26.1%         27.9%       22.6%       25.4%         23.9% 
 
   e)        Operating margin 

This is used to enhance understanding and comparability of the underlying financial performance of the Group by period and segment, excluding the benefit of property profits which can have a significant effect on results in a particular period.

 
 
 
                                                                                                                Total 
                                                      France             France                               Germany                       Parent 
                       UK          UK   Total   Distribution          Exteriors    Total                          and                      company    Total 
             Distribution   Exteriors      UK         (LiTT)   (Larivière)   France   Germany   Benelux  Benelux   Ireland   Poland     costs    Group 
                     GBPm        GBPm    GBPm           GBPm               GBPm     GBPm      GBPm      GBPm     GBPm      GBPm     GBPm      GBPm     GBPm 
                                               -------------                              --------  --------           --------  -------            ------- 
2020 
Underlying 
 revenue            357.4       310.1   667.5          168.1              344.8    512.9     370.7      91.6    462.3      80.5    149.5         -  1,872.7 
Underlying 
 operating 
 profit            (45.4)       (7.4)  (52.8)            7.1                8.3     15.4       0.4       2.5      2.9       0.8      2.0    (21.6)   (53.3) 
Operating 
 margin           (12.7)%      (2.4)%  (7.9)%           4.2%               2.4%     3.0%      0.1%      2.7%     0.6%      1.0%     1.3%       n/a   (2.8)% 
 
 
2019 
Underlying revenue     534.3  346.5  880.8  184.5  342.2  526.7  381.5  103.0  484.5  94.9  156.1       -  2,143.0 
Underlying operating 
 profit                  7.9   11.8   19.7   11.2    8.6   19.8    4.4    5.2    9.6   6.8    4.3  (17.7)     42.5 
Operating margin        1.5%   3.4%   2.2%   6.1%   2.5%   3.8%   1.2%   5.0%   2.0%  7.2%   2.8%     n/a     2.0% 
 
   f)         Other non-statutory measures 

In addition to the alternative performance measures noted above, the Group also uses underlying EPS and underlying net finance costs.

   13.       Principal risks and uncertainties 

The Board sets the strategy for the Group and ensures the risks for the delivery of this strategy are effectively identified and managed through the implementation of the risk management framework.

The Group employs a three lines of defence model to provide a simple and effective way to enhance the risk management process and ensure roles and responsibilities are clear. The Board maintains oversight to ensure risk management and control activities carried out by the three lines are proportionate to the perceived degree of risk and its own risk appetite across the Group.

The SIG risk management framework is based on the identification of Group risks through regular discussion at local operating company leadership, and Executive Leadership Team meetings. New and emerging risks are identified through the use of horizon scanning, regular exercises with first and second line teams and attendance at relevant forums. These risks are monitored on an ongoing basis with thorough risk assessments completed where needed, to ensure that the Group is well positioned to manage these risks should they crystallise.

Throughout the year the risks that SIG faces have been critically reviewed and evaluated. The assessment of the most significant risks and uncertainties that could impact SIG's long-term performance are outlined below. These risks are not set out in order of priority and they do not comprise all the risks and the uncertainties that SIG faces. This list has the potential to change as some risks assume greater importance than others during the course of the year.

 
Risk                                                       Mitigations 
Employee attraction, retention and engagement 
Failure to attract and retain people with the right          *    Engagement survey completed with associated action 
skills, drive and capability to reshape                           plan developed. 
and grow the business. 
 
                                                             *    Improved remuneration packages and retention plans 
                                                                  for critical roles. 
 
 
                                                             *    Launch of commitment culture. 
 
 
                                                             *    Launch of mental health and wellbeing policy. 
 
 
                                                             *    Monthly tracking of staff turnover and key 
                                                                  indicators. 
Health and safety 
Danger of incident or accident, resulting in injury or       *    Integrated Safety management system being 
loss of life to employees, customers                              implemented. 
or the general public. 
 
                                                             *    Framework of compliance standards in place. 
 
 
                                                             *    Regular monitoring and reporting of key metrics. 
 
 
                                                             *    HSE managers visibility raised by joining Group 
                                                                  Senior Leadership Team. 
Delivering business change 
Failure to deliver the change and growth agenda in an        *    Project Delivery Framework in place for IT enabled 
effective manner, resulting in management                         projects. 
stretch, compromised quality and inability to meet growth 
targets. 
                                                             *    Governance process in place for delivery of major 
                                                                  projects. 
 
 
                                                             *    Benefits tracking. 
 
 
                                                             *    Monitoring of KPIs relating to key business change 
                                                                  programmes. 
Cyber security 
Internal or external cyber attack could result in system     *    Training and communication schedule to ensure 
disruption of loss of sensitive data.                             employee awareness of risks. 
 
 
                                                             *    Disaster recovery plans in place and secure backups 
                                                                  conducted to ensure continuity of service. 
 
 
                                                             *    Endpoint encryption installation. 
 
 
                                                             *    Enhanced cyber attack monitoring. 
 
 
                                                             *    Monthly tracking of key indicators in management 
                                                                  accounts. 
Data quality and governance 
Poor data quality negatively impacts our financial           *    Regulatory policies in place to govern compliance. 
management, fact-based decision making, 
business efficiency, and credibility with customers. 
                                                             *    Delivery of training and awareness campaigns. 
 
 
                                                             *    IT upgrade projects in key locations. 
Market downturn 
Volatility in the market impact the Group's ability to      *    The Group's geographical diversity across Europe 
accurately forecast and to meet internal                         reduces the impact of changes in market conditions in 
and external expectations.                                       any one country. 
 
 
                                                            *    Industry based KPIs monitored monthly at a Group and 
                                                                 operating company level. 
 
 
                                                            *    Regular and ongoing business performance reviews are 
                                                                 conducted. 
 
 
                                                            *    Brexit monitoring. 
 
 
                                                            *    Enhanced forecasting with Group visibility. 
 
 
                                                            *    Business growth plans in place. 
Systems failure 
Systems become heavily customised and outdated and are       *    Support from specialised third-party experts. 
unable to support critical business 
activity and decision making. 
                                                             *    Business continuity and disaster recovery 
                                                                  capabilities. 
 
 
                                                             *    IT upgrade projects in key locations. 
Business growth 
SIG is unable to grow sales and/or land new market           *    Growth targets included in budgets for all business 
opportunities to grow market share in line                        areas. 
with strategy. 
 
                                                             *    Business performance is reported and monitored 
                                                                  regularly in management accounts and at management 
                                                                  meetings. 
 
 
                                                             *    Bespoke technical offerings and diverse specialist 
                                                                  product ranges give access to specialist markets. 
Delivering the customer experience 
Failure to deliver consistent, high-quality service to      *    Customer-centric training and development programmes. 
customers and/or strengthen relationships 
with customers. 
                                                            *    Customer segmentation analysis. 
 
 
                                                            *    Development of loyalty programmes. 
 
 
                                                            *    Customer metrics reported and monitored regularly in 
                                                                 management accounts and at management meetings. 
 
 
                                                            *    Customer satisfaction and Net Promoter Score surveys. 
Environmental, social and governance 
SIG suffers financial and/or reputational losses as a        *    ESG roadmap in development for rollout prior to 
result of poor environmental, social                              upcoming disclosure obligation deadlines. 
and governance performance and/or disclosure. 
 
                                                             *    Employee mental health and wellbeing programme. 
 
 
                                                             *    Development of a ten-year de-carbonisation plan. 
 
 
                                                             *    ISO14001 Environmental Management Systems 
                                                                  accreditation rollout plan. 
 

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March 25, 2021 03:00 ET (07:00 GMT)

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