TIDMSHI
RNS Number : 3272V
SIG PLC
09 August 2022
9 August 2022
SIG plc
Results for the six months to 30 June 2022
A strong half demonstrating continued progress
SIG plc ("SIG", "the Group" or "the Company") today announces
its half year results for the six months ended 30 June 2022 ("H1
2022" or "the period").
Restated(3) Change
H1 2022 H1 2021 vs 2021
------------------------------- ------------ ------------ ---------
Revenue GBP1,358.5m GBP1,108.2m 22.6%
LFL(1) sales growth 21.2%
Gross margin 26.2% 25.9% 30bps
Underlying(2) operating
profit GBP42.5m GBP13.9m
Underlying(2) operating
margin 3.1% 1.3% 180bps
Underlying(2) profit
before tax GBP28.9m GBP3.3m
Underlying(2) earnings/(loss)
per share 1.6p (0.3p) 1.9p
Net debt GBP431.8m GBP289.4m
Net debt (pre-IFRS 16) GBP164.4m GBP57.5m
------------------------------- ------------ ------------ ---------
Statutory results H1 2022 H1 2021
------------------------------- ------------ ------------
Revenue GBP1,358.5m GBP1,108.2m
Operating profit GBP39.8m GBP8.0m
Profit/(loss) before
tax GBP26.2m (GBP2.6m)
Total profit/(loss)
after tax GBP15.9m (GBP9.1m)
Basic earnings/(loss)
per share 1.4p (0.8p)
------------------------------- ------------ ------------
1. Like-for-like ("LFL") is defined as the growth/(decline) in
sales per working day in constant currency excluding any current
and prior year acquisitions and disposals. Sales are not adjusted
for branch openings or closures.
2. 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.
3. H1 2021 restatement is due to the change in accounting policy
regarding configuration and customisation costs incurred in
implementing cloud computing arrangements following the IFRS
Interpretations Committee (IFRIC) Agenda Decision published in
2021.
Financial highlights
-- Strong commercial execution, together with price increases,
delivered Group like-for-like ("LFL") sales growth of 21% on prior
year, despite some variability in demand
-- Consistent margin progression continues
o H1 2022 gross margin of 26.2%, 30bps higher than H1 2021 as
trading volumes drove higher rebates, coupled with front-end margin
improvement in UK, France and Poland
o Underlying operating profit margin of 3.1%, up 180bps on H1
2021, reflecting price and volume growth in sales more than
offsetting inflation in salaries, energy and fuel costs
-- Post IFRS 16 leverage reduced over the 12 months from 3.9x to
3.0x (pre-IFRS 16 from 4.2x to 2.1x), with investment and
inflationary pressures in working capital more than offset by
increase in profitability
-- Robust liquidity, with gross cash of GBP113m and the
revolving credit facility ("RCF") of GBP50m undrawn at 30 June
2022
Strategic highlights
-- Two year strategy of investing for growth has driven
sustainable structural improvements across our businesses and,
along with pricing tailwinds, has moved the Group back to 3%
underlying operating margin, ahead of plan
-- Growth has been delivered across the business; continued
strength in France, Poland, Ireland and UK Exteriors; UK Interiors
in continuous improvement mode; turnaround well underway in
Germany
-- Sustainability drivers continue to benefit the outlook
-- Diversification by geography, end-market, customers and
products continue to provide active resilience and flexibility in
uncertain market conditions
-- Immediately accretive acquisitions of Miers Construction
Products in UK and Thermodämm in Germany, both completed after the
period end in July 2022
Outlook
-- Market conditions, demand patterns and inflation dynamics
have been variable across the Group's geographic and end market
segments through the second quarter, and we expect this backdrop to
persist in the second half
-- Return to positive free cash flow expected in H2 as seasonal
working capital unwinds, with the full year also expected to be
positive, although we will remain committed to maintaining product
availability and superior service
-- The Board remains confident in delivering its expectations for the full year
Commenting, Steve Francis, Chief Executive Officer, said:
"SIG is a structurally different business to two years ago -
more specialist, more local, more productive, more flexible. Over
this time, we have delivered above market performance and enabled a
rapid return to robust profitability, along with a rhythm of steady
progress. The first half of 2022 in particular saw significantly
stronger growth than originally planned, which resulted in margin
improvement across our operations.
"SIG today is resilient, flexible and sustainable: 80% of our
products serve the insulation and building energy efficiency
markets. We are by far the largest independent supplier in Europe
of these products, which are needed now more than ever.
"Our strong market position, growth strategy and decentralised
model will continue to enable us to navigate the pricing
environment well and drive market share gains.
"In addition, our scale, diversification and resilience in
uncertain markets mean that we are confident both in delivering the
Board's expectations for the year and in our growth path to 5%
operating margin in the medium term."
A live presentation and Q&A session, hosted by Steve
Francis, CEO, and Ian Ashton, CFO, will take place at 10:00am on
Tuesday 9 August 2022. The presentation and Q&A session will be
webcast live and a recording of both will be available after the
event.
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Enquiries
+44 (0) 114 285
SIG plc 6300
Steve Francis Chief Executive Officer
Ian Ashton Chief Financial Officer
+44 (0) 20 3727
FTI Consulting 1340
Richard Mountain
+44 (0) 20 7418
Peel Hunt LLP - Joint broker to SIG 8900
Mike Bell / Charles Batten
+44 (0) 20 7597
Investec Bank plc - Joint broker to SIG 5970
Bruce Garrow / David Anderson
OPERATIONAL REVIEW
Strategic progress
We launched the Return to Growth strategy two years ago in
response to a period of share loss and profit decline that
pre-dated Covid. We said that through investing in growing and
empowering our decentralised model across our 436 branches, and
focusing on availability, superior service, local proximity and
specialist expertise, we would drive revenue growth, enhance margin
mix and improve productivity to return to 3% Group operating margin
in two to three years, with a longer term goal of 5%.
We are delivering on our plan ahead of expectations, having
transformed our customer engagement, market share, profitability,
financing, leadership bench strength, industry reputation and
commitment to sustainability. Since the start of Return to Growth,
every business has gained share and improved margin (except
Benelux, which represents four percent of Group sales), becoming
more valuable to our customers and suppliers as a result.
The result of this strategic progress has also provided our
OpCos with a wider range of commercial and operational levers that
they can use to respond effectively and dynamically to variations
in market conditions, which is showing real benefits amidst the
current uncertain backdrop.
SIG was "Born Green", and we are committed to meeting our
previously published sustainability goals, against which we are
making good early progress. We also believe we are well placed to
benefit from sustainability tailwinds that will result from well
publicised pan-European commitments to energy conservation, notably
through improved insulation.
Combined with earlier acquisitions, made in 2021, we have
continued to supplement the strong organic growth with selective,
accretive acquisitions, in line with our strategy. We acquired two
businesses in July 2022, after the period-end. Miers Construction
Products is one of the UK's leading suppliers of specialist
construction materials, broadening our UK offering in
high-performance construction accessories and fixings. Thermodämm
is a small technical insulations business in Germany.
SIG is a structurally different business to two years ago - more
specialist, more local, more productive, more flexible. Together
with our scale, diversification and performance momentum this gives
us resilience in uncertain market conditions, and confidence in our
growth path to 5% operating margin.
Trading overview
H1 2022 LFL revenue grew 21% compared with the prior year.
Reported Group revenue from underlying operations was 23% higher,
including an adverse 2% currency movement and 4% uplift from
acquisitions. This growth has been enabled by our ability to work
successfully with suppliers and customers in managing the high
levels of price volatility experienced across all geographies so
far this year.
1 January to 30 June 2022 vs
LFL Sales Growth 2021 2022
GBPm
UK Interiors 24% 332
UK Exteriors 13% 224
UK 19% 556
---------------------- -------- ------
France Interiors 13% 111
France Exteriors 18% 240
Germany 17% 225
Poland 44% 115
Benelux 20% 56
Ireland 55% 56
EU 23% 803
---------------------- -------- ------
Group 21% 1,359
---------------------- -------- ------
Our higher performing businesses have accelerated to new levels
of performance. France's profit is now more than double than that
achieved in H1 2019, while Poland grew its LFL sales over 40% and
achieved over 5% operating margin for the first time ever in this
half. Both reflect the success of re-establishing and re-enforcing
SIG's decentralised business model, with a focus on driving
operational performance at branch level, along with investment to
modernise the business. Re-merchandising 85% of branches in France
to drive private label growth, and growing e-commerce and its
related productivity benefits in Poland (e-commerce now represents
16% of its sales) have all contributed to the positive performance
of these OpCos.
The turnaround of UK Interiors is complete, and the business is
now in continuous improvement mode, recovering share and
demonstrating robust volume growth . Sales per working day has
risen consistently and is now above 2019 levels as we recapture
share with specialist contractors. Gross margins rose through
pricing discipline, better rebates and terms, and improving product
mix, and have driven the business to positive operating
profitability. This recovery in UK Interiors, and the strength of
UK Exteriors, reflects the benefits of our decentralised model and
our deep supplier partnerships, plus our investments in sales
capacity, branch manager talent and training, and modernisation of
warehouse and transport management systems. The acquisition of
three businesses over the last 18 months, namely Penlaw, F30, and
Miers, the latter in July 2022, brings over GBP120m of revenue at
an average operating margin of 7%, as well as leadership and
specialist expertise, notably in construction accessories.
In Germany, the turnaround is well underway. 17% LFL sales
growth, and operating margin up nearly 250 bps versus H1 2021, are
the result of re-energising our sales force, simplifying and
decentralising the organisation, and boosting specialist expertise
in key categories. In July 2022 we acquired Thermod ä mm, a small
technical insulations business, as part of our plans to restore our
position in this attractive category.
Benelux continues to make progress in regaining share in the
Netherlands under its new management team, and the other aspects of
the turnaround plans are being implemented.
In Ireland, the exceptionally strong H1 growth partly reflects
the extended lockdown that applied uniquely to that market in H1
2021, but also a continued strong underlying performance.
Where possible and appropriate we have continued to hold
increased inventory levels to mitigate supply challenges, as well
as purchase price increases. As anticipated, some but not all of
the investment made during H2 2021 unwound in the period. O ur
strong balance sheet can accommodate this investment in inventory,
whilst our solid liquidity provides an appropriate buffer given the
prevailing macro-economic uncertainties.
Outlook
The Group has continued to improve its positions in its core
markets, and the fundamentals of those markets remain attractive.
The Board believes that the current performance provides evidence
that we have the right strategy and foundations in place to deliver
sustainable and profitable growth into the future.
The business benefited from the combination of high price
volatility and solid overall demand in H1 2022, although both of
these conditions varied, in some cases significantly, across the
Group's different geographic and product markets. This backdrop has
persisted into the second half of 2022 to date, with continued
inflationary pressures and varying demand conditions. Mindful of
the current macroeconomic uncertainties, we expect these market
conditions to remain similar over the remainder of the year.
Notwithstanding this uncertain market backdrop, the Board
remains confident in the full year performance, and in our growth
path to 5% operating margin in the medium term. We benefit from
broad sector, product and geographic diversification, with our
OpCos now benefitting from an increasing range of operational
levers that are allowing the businesses to respond quickly and
effectively to market conditions.
We also expect to return to free cash flow generation for the
full year, absent any material change to the trading environment,
although we will remain committed to maintaining product
availability and superior service.
FINANCIAL REVIEW
Revenue and gross margin
The Group saw a 21% increase in its LFL revenue over the same
period last year, with Group underlying revenue up to GBP1,358.5m
(H1 2021: GBP1,108.2m), driven by the effective implementation of
the Return to Growth strategy as well as the inflationary tailwind.
Statutory revenue is equivalent to underlying revenue for both H1
2022 and H1 2021.
Pass through of product price inflation added to the top line in
all geographies in H1 2022. The impact on revenue for the half year
across the Group was estimated to be c.19%.
Underlying and statutory gross profit increased 24% to GBP355.7m
(H1 2021: GBP287.0m) with a gross profit margin of 26.2% (H1 2021:
25.9%). This reflects front-end margin improvements and increased
rebate income due to increased sales.
Operating costs and profit
The Group's underlying operating costs were GBP313.2m (H1 2021
restated: GBP273.1m). The increase was primarily due to the impact
of inflation on salaries, energy and fuel costs, and modest
increases in bad debt reserves in light of the macro-economic
environment.
The Group's p rofitability continued to improve in H1 2022
compared to H1 2021, with underlying operating profit of GBP42.5m
(H1 2021 restated: GBP13.9m), and statutory operating profit was
GBP39.8m (H1 2021: GBP8.0m) after Other items of GBP2.7m (H1 2021
restated: GBP5.9m).
Segmental analysis
UK
Underlying
Underlying operating
Underlying Underlying operating profit/(loss)
revenue revenue profit restated
H1 2022 H1 2021 LFL sales H1 2022 H1 2021
GBPm GBPm H1 2022 GBPm GBPm
------------- ---------- ---------- --------- ---------- --------------
UK Interiors 331.9 239.3 24% 3.8 (5.0)
UK Exteriors 224.0 199.2 13% 11.1 8.1
------------- ---------- ---------- --------- ---------- --------------
UK 555.9 438.5 19% 14.9 3.1
------------- ---------- ---------- --------- ---------- --------------
Underlying revenue in UK Interiors, a specialist insulation and
interiors distribution business, was up 39% to GBP331.9m (H1 2021:
GBP239.3m). This included a 17% impact from acquisitions in 2021.
LFL growth was 24% reflecting the success of the Return to Growth
strategy as well as benefitting from input price inflation. The
improved revenue drove an underlying operating profit of GBP3.8m
for the half year, compared to a restated underlying operating loss
of GBP5.0m in H1 2021, with the business pushing the additional
volumes through the existing capacity in the network.
UK Exteriors, a specialist roofing merchant, which also includes
our Building Solutions business, continued to trade well despite
some initial signs of softening in the RMI market, benefitting from
both the strong demand environment, strategic stock management and
purchase price inflation with underlying revenue of GBP224.0m (H1
2021: GBP199.2m), a LFL increase of 13%. The increase in revenue,
further benefit from an increased margin due to rebates, and
favourable product mix resulted in an underlying operating profit
of GBP11.1m (H1 2021 restated: GBP8.1m).
France
Underlying
Underlying operating
Underlying Underlying operating profit
revenue revenue profit restated
H1 2022 H1 2021 LFL sales H1 2022 H1 2021
GBPm GBPm H1 2022 GBPm GBPm
----------------- ---------- ---------- --------- ---------- ----------
France Interiors 111.2 101.1 13% 7.4 6.2
France Exteriors 239.8 206.4 18% 15.3 10.5
----------------- ---------- ---------- --------- ---------- ----------
France 351.0 307.5 16% 22.7 16.7
----------------- ---------- ---------- --------- ---------- ----------
France Interiors, trading as LiTT, a structural insulation and
interiors business, saw underlying revenue increase by 10% to
GBP111.2m (H1 2021: GBP101.1m), and by 13% on a LFL basis. The
increases in revenue, coupled with an improved gross margin as a
result of increased supplier rebates, partially offset by higher
operating costs due to trading levels and inflation, resulted in a
GBP1.2m increase in underlying operating profit to GBP7.4m (H1
2021: GBP6.2m).
Underlying revenue in France Exteriors, trading as Larivière, a
specialist roofing business, increased by 16% to GBP239.8m (H1
2021: GBP206.4m), and by 18% on a LFL basis. Demand remains strong
in the French RMI market and revenue also benefited from pass
through of significant input price inflation. The increase in
revenue together with increased supplier rebates and strict pricing
discipline, partially offset by increased costs to fulfil higher
trading volumes, resulted in an underlying operating profit
increase of GBP4.8m to GBP15.3m (H1 2021 restated: GBP10.5m).
Germany
Underlying Underlying
Underlying Underlying operating operating
revenue revenue profit profit
H1 2022 H1 2021 LFL sales H1 2022 H1 2021
GBPm GBPm H1 2022 GBPm GBPm
-------- ---------- ---------- --------- ---------- ----------
Germany 224.5 194.3 17% 8.3 2.6
-------- ---------- ---------- --------- ---------- ----------
Underlying revenue in WeGo/VTi, our specialist insulation and
interiors distribution business in Germany, increased by 16% to
GBP224.5m (H1 2021: GBP194.3m) and by 17% on a LFL basis. Germany
saw the early benefits of the turnaround, as well as benefitting
from the pass through of significant input price inflation and
proactive stock management. The increased revenue resulted in an
underlying operating profit of GBP8.3m (H1 2021: GBP2.6m). The
progress made in 2021 has continued to deliver results in H1
2022.
Benelux
Underlying Underlying
Underlying Underlying operating operating
revenue revenue (loss) (loss)
H1 2022 H1 2021 LFL sales H1 2022 H1 2021
GBPm GBPm H1 2022 GBPm GBPm
-------- ---------- ---------- --------- ---------- ----------
Benelux 56.1 47.1 20% (1.7) (0.0)
-------- ---------- ---------- --------- ---------- ----------
Underlying revenue from the Group's business in Benelux
increased by 19% to GBP56.1m (H1 2021: GBP47.1m) and by 20% on a
LFL basis. Revenue benefitted from increased volumes but strong
competitive pressure in the Netherlands and product mix led to a
decline in gross margin in the period. This, along with an increase
in the cost base necessary to improve operational effectiveness has
resulted in an underlying operating loss of GBP1.7m (H1 2021:
GBP0.0m). The management team appointed in mid-2021 have delivered
early progress in regaining market share, and continue to address
the operational issues.
Poland
Underlying Underlying
Underlying Underlying operating operating
revenue revenue profit profit
H1 2022 H1 2021 LFL sales H1 2022 H1 2021
GBPm GBPm H1 2022 GBPm GBPm
------- ---------- ---------- --------- ---------- ----------
Poland 115.1 83.5 44% 5.9 2.5
------- ---------- ---------- --------- ---------- ----------
In our Polish business, a market leading distributor of
insulation and interiors, underlying revenue increased to GBP115.1m
(H1 2021: GBP83.5m), with LFL sales up 44% due to an increase in
market share, branch openings and pass through of significant price
inflation. The Polish business also saw gross margin improvement
and generated underlying profit of GBP5.9m (H1 2021: GBP2.5m).
Ireland
Underlying Underlying
Underlying Underlying operating operating
revenue revenue profit profit/(loss)
H1 2022 H1 2021 LFL sales H1 2022 H1 2021
GBPm GBPm H1 2022 GBPm GBPm
-------- ---------- ---------- --------- ---------- --------------
Ireland 55.9 37.3 55% 3.0 (0.2)
-------- ---------- ---------- --------- ---------- --------------
Our business in Ireland is a specialist distributor of interiors
and exteriors, as well as a specialist contractor for office
furnishing, industrial coatings and kitchen/bathroom fit out. The
business was affected by further Covid-19 related Government
restrictions in the Republic of Ireland in H1 2021 but saw a strong
rebound in the second half of 2021 that continued into 2022.
Underlying revenue increased by 50% to GBP55.9m (H1 2021:
GBP37.3m), and by 55% on a LFL basis. Underlying operating profit
improved by GBP3.2m, finishing at GBP3.0m (H1 2021: loss GBP0.2m),
reflecting the increased revenue and a shift in sales mix towards
higher margin offerings.
Reconciliation of underlying to statutory result
Other items, being items excluded from underlying results,
during the period amounted to GBP2.7m (H1 2021 restated: GBP5.9m)
on a pre-tax basis and are summarised in the table below:
Restated
H1 2022 H1 2021
GBPm GBPm
--------------------------------------------------- ------- --------
Underlying profit before tax 28.9 3.3
Other items - impacting profit/(loss) before
tax:
Amortisation of acquired intangibles (2.4) (2.3)
Net restructuring costs - (2.2)
Costs associated with acquisitions (0.2) (0.3)
Cloud computing configuration and customisation
costs (0.8) (1.3)
Other specific items 0.7 0.2
--------------------------------------------------- ------- --------
Total Other items (2.7) (5.9)
--------------------------------------------------- ------- --------
Statutory profit/(loss) before tax 26.2 (2.6)
--------------------------------------------------- ------- --------
Taxation
The effective tax rate for the Group on underlying profit before
tax of GBP28.9m (H1 2021 restated: GBP3.3m) was 36.3% (H1 2021
restated: 206.1%). As the Group operates in several different
countries, tax losses cannot be surrendered or utilised cross
border. 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 (H1 2021: four) 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 total net pension liability in relation to defined benefit
pension schemes at 30 June 2022 is GBP8.1m (30 June 2021: GBP17.2m;
31 December 2021: GBP10.7m), including GBP0.9m surplus in the UK
scheme. The movement in the period relates to an actuarial gain of
GBP0.6m together with the recognition of the scheduled annual
contribution of GBP2.5m in the UK.
Financial position
Overall, the net assets of the Group increased by GBP14.8m to
GBP279.5m from GBP264.7m at 31 December 2021, with a cash position
at the period end of GBP113.2m (30 June 2021: GBP173.9m; 31
December 2021: GBP145.1m) and net debt (post-IFRS 16) of GBP431.8m
(30 June 2021: GBP289.4m; 31 December 2021: GBP365.0m).
Cash flow
H1 2022 H1 2021
GBPm GBPm
---------------------------------------------- ------- -------
Underlying operating profit 42.5 13.9
---------------------------------------------- ------- -------
Add back: Depreciation 36.0 33.1
Add back: Amortisation 1.7 1.9
---------------------------------------------- ------- -------
Underlying EBITDA 80.2 48.9
---------------------------------------------- ------- -------
Increase in working capital (42.0) (41.0)
Repayment of lease liabilities (31.1) (29.2)
Capital expenditure (6.9) (10.4)
Cash exceptionals (6.6) (6.7)
Other (2.4) 0.8
---------------------------------------------- ------- -------
Operating cash flow (8.8) (37.6)
---------------------------------------------- ------- -------
Interest and financing (13.9) (10.3)
Tax (8.7) (5.5)
---------------------------------------------- ------- -------
Free cash flow (31.4) (53.4)
---------------------------------------------- ------- -------
Acquisitions (0.9) (2.3)
Repayment of debt (0.2) (0.3)
Total cash flow (32.5) (56.0)
---------------------------------------------- ------- -------
Cash and cash equivalents at beginning of the
year 145.1 235.3
Effect of foreign exchange rate changes 0.6 (5.4)
---------------------------------------------- ------- -------
Cash and cash equivalents at end of the year 113.2 173.9
---------------------------------------------- ------- -------
Free cash flow represents the cash available after supporting
operations, including capex and the repayment of lease liabilities,
and before acquisitions and any movements in funding.
During the period, the Group reported a free cash outflow of
GBP31.4m (H1 2021: GBP53.4m outflow), mainly as a result of the
increased underlying operating profit in the period being offset by
an increase in investment in working capital, which includes a
significant seasonal impact. Capex during the period was GBP6.9m, a
reduction from GBP10.4m in H1 2021 due to phasing of certain
projects, with capex for the current financial year expected to be
weighted to the second half of the year. Additional payments
included interest, tax and capital and exceptional cash flows.
"Other" included GBP2.5m payment to the UK Pension Scheme and
GBP4.0m payment to the Employee Benefit Trust to fund share plans,
offset by non-cash items of GBP2m and proceeds on sale of property,
plant and equipment.
The two key factors driving the increase in working capital in
the period were the usual sales seasonality and year-over-year
inflation. Given the continued macro uncertainties, we continue to
retain slightly higher than normal inventory holding levels in
certain segments, albeit lower than at December 2021, in order to
help ensure we were able to meet our customers' needs.
Financing and funding
The Group's liquidity position remained solid throughout H1 2022
with the capital structure comprising EUR300m 5.25% fixed rate
senior secured notes and an RCF of GBP50m. These mature/expire in
November 2026 and May 2026 respectively. The senior secured notes
are subject to incurrence-based covenants, and the RCF has a
leverage maintenance covenant which only applies if the facility is
over 40% drawn at a quarter end reporting date. The RCF was undrawn
throughout H1 2022.
On the basis of current management expectations the Group is
expected to remain in compliance with all banking covenants
throughout the forecast period to 30 September 2023.
Dividend
No interim dividend will be paid for 2022. However, continued
successful execution of the strategy, including sensible investment
where appropriate, will return the Group to sustainable, profitable
growth and cash generation, supporting a range of capital
allocation priorities. The Board reiterates its commitment to
reinstating a dividend, appropriately covered by underlying
earnings, once it is sensible to do so.
Responsibility Statement
We confirm to the best of our knowledge that:
(a) the condensed interim set of financial statements has been
prepared in accordance with UK adopted IAS 34 "Interim Financial
Reporting";
(b) the Interim Report includes a fair review of the information
required by DTR 4.2.7R (indication of important events during the
first six months and description of principal risks and
uncertainties for the remaining six months of the year); and
(c) the Interim Report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties' transactions
and changes therein).
By order of the Board
Steve Francis Ian Ashton
Director Director
08 August 2022 08 August 2022
Cautionary statement
This Interim Report is prepared for and addressed only to the
Company's Shareholders as a whole and to no other person. The
Company, its Directors, employees, agents or advisors do not accept
or assume responsibility to any other person to whom this Interim
Report is shown or into whose hands it may come and such
responsibility or liability is expressly disclaimed.
This Interim Report 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. No assurance can be
given that the forward-looking statements in this Interim Report
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, market
conditions, competitors and margin management, commercial
relationships, fluctuations in product pricing, changes in foreign
exchange and interest rates, government legislation, availability
of funding, working capital and cash management, IT infrastructure
and cyber security and availability and quality of key
resources.
The Company's Shareholders are cautioned not to place undue
reliance on the forward-looking statements. This Interim Report has
not been audited or otherwise independently verified. The
information contained in this Interim Report 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 Interim Report during the
financial year ahead.
Condensed Consolidated Income Statement
For the six months ended 30 June 2022 (unaudited)
Six months ended 30 June Six months ended 30 June Year ended 31 December
2022 2021 2021
Other Other Other
Underlying* items** Total Underlying* items** Total Underlying* items** Total
Restated^ Restated^ Restated^
Note GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------ ----- ------------ -------- ---------- ------------ ---------- ---------- ------------ -------- ----------
Revenue 2 1,358.5 - 1,358.5 1,108.2 - 1,108.2 2,291.4 - 2,291.4
Cost of sales (1,002.8) - (1,002.8) (821.2) - (821.2) (1,689.3) - (1,689.3)
------------------ ----- ------------ -------- ---------- ------------ ---------- ---------- ------------ -------- ----------
Gross profit 355.7 - 355.7 287.0 - 287.0 602.1 - 602.1
Other operating
expenses (313.2) (2.7) (315.9) (273.1) (5.9) (279.0) (560.7) (27.4) (588.1)
------------------ ----- ------------ -------- ---------- ------------ ---------- ---------- ------------ -------- ----------
Operating
profit/(loss) 3 42.5 (2.7) 39.8 13.9 (5.9) 8.0 41.4 (27.4) 14.0
Finance income 5 0.5 - 0.5 0.4 - 0.4 0.7 - 0.7
Finance costs 5 (14.1) - (14.1) (11.0) - (11.0) (22.8) (7.8) (30.6)
------------------ ----- ------------ -------- ---------- ------------ ---------- ---------- ------------ -------- ----------
Profit/(loss)
before
tax 28.9 (2.7) 26.2 3.3 (5.9) (2.6) 19.3 (35.2) (15.9)
Income tax
(expense)/credit 6 (10.5) 0.2 (10.3) (6.8) 0.3 (6.5) (15.6) 3.2 (12.4)
------------------ ----- ------------ -------- ---------- ------------ ---------- ---------- ------------ -------- ----------
Profit/(loss)
after
tax 18.4 (2.5) 15.9 (3.5) (5.6) (9.1) 3.7 (32.0) (28.3)
------------------ ----- ------------ -------- ---------- ------------ ---------- ---------- ------------ -------- ----------
Attributable to:
Equity holders of
the Company 18.4 (2.5) 15.9 (3.5) (5.6) (9.1) 3.7 (32.0) (28.3)
------------------ ----- ------------ -------- ---------- ------------ ---------- ---------- ------------ -------- ----------
Earnings/(loss)
per share
Basic 7 1.4p (0.8)p (2.4)p
Diluted 7 1.3p (0.8)p (2.4)p
------------------ ----- ------------ -------- ---------- ------------ ---------- ---------- ------------ -------- ----------
* 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 are disclosed in Note 4.
^ The results for the period to 30 June 2021 have been restated
as a result of the change in accounting policy relating to
configuration and customisation costs in cloud computing
arrangements, as explained in Note 1.
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2022 (unaudited)
Six months
ended Six months Year ended
30 June ended 31 December
2022 30 June 2021 2021
Restated^
GBPm GBPm GBPm
--------------------------------------- ----------- -------------- -------------
Profit/(loss) after tax 15.9 (9.1) (28.3)
Items that will not subsequently
be reclassified to the Consolidated
Income Statement:
Remeasurement of defined
benefit pension liability
(Note 13) 0.6 5.2 9.1
Deferred tax movement associated
with remeasurement of defined
benefit pension liability - - 0.1
0.6 5.2 9.2
Items that may subsequently
be reclassified to the Consolidated
Income Statement:
Exchange difference on retranslation
of foreign currency goodwill
and intangibles 1.3 (2.5) (3.7)
Exchange difference on retranslation
of foreign currency net investments
(excluding goodwill and intangibles) 3.4 (10.1) (10.7)
Exchange and fair value movements
associated with borrowings
and derivative financial
instruments (6.1) 5.7 8.6
Gains and losses on cash
flow hedges 1.7 0.3 0.7
Transfer to profit and loss
on cash flow hedges - (0.1) (3.1)
---------------------------------------- ----------- -------------- -------------
0.3 (6.7) (8.2)
Other comprehensive income/(expense) 0.9 (1.5) 1.0
---------------------------------------- ----------- -------------- -------------
Total comprehensive income/(expense) 16.8 (10.6) (27.3)
---------------------------------------- ----------- -------------- -------------
Attributable to:
Equity holders of the Company 16.8 (10.6) (27.3)
---------------------------------------- ----------- -------------- -------------
^ The results for the period to 30 June 2021 have been restated
as a result of the change in accounting policy relating to
configuration and customisation costs in cloud computing
arrangements, as explained in Note 1.
Condensed Consolidated Balance Sheet
As at 30 June 2022 (unaudited)
30 June 30 June 31 December
2022 2021 2021
Note Restated^
GBPm GBPm GBPm
---------------------------------- ----- -------- ---------- ------------
Non-current assets
Property, plant and equipment 68.4 63.6 66.9
Right-of-use assets 258.5 226.1 230.9
Goodwill 121.2 128.5 120.1
Intangible assets 12.9 17.0 16.7
Lease receivables 1.4 3.2 2.9
Deferred tax assets 4.0 4.5 4.8
Derivative financial instruments 11 0.2 0.8 -
Retirement benefit surplus 13 0.9 - -
467.5 443.7 442.3
---------------------------------- ----- -------- ---------- ------------
Current assets
Inventories 277.7 221.4 242.0
Lease receivables 0.1 0.7 0.8
Trade and other receivables 490.1 382.4 371.3
Current tax assets 0.6 - -
Derivative financial instruments 11 1.4 0.2 0.2
Cash at bank and on hand 113.2 173.9 145.1
883.1 778.6 759.4
---------------------------------- ----- -------- ---------- ------------
Total assets 1,350.6 1,222.3 1,201.7
---------------------------------- ----- -------- ---------- ------------
Current liabilities
Trade and other payables 475.3 404.6 369.7
Lease liabilities 54.3 50.9 50.7
Deferred consideration 1.0 1.0 1.1
Other financial liabilities 0.8 0.4 0.4
Derivative financial instruments 11 - - 0.5
Current tax liabilities 5.9 4.5 4.6
Provisions 13.6 10.4 12.9
550.9 471.8 439.9
---------------------------------- ----- -------- ---------- ------------
Non-current liabilities
Lease liabilities 236.0 206.7 210.4
Interest-bearing loans and
borrowings 256.0 206.7 249.6
Deferred consideration - 1.0 0.7
Derivative financial instruments 11 - 0.6 -
Other financial liabilities - 0.9 0.6
Other payables 3.8 3.4 3.8
Retirement benefit obligations 13 9.0 17.2 10.7
Provisions 15.4 21.6 21.3
520.2 458.1 497.1
---------------------------------- ----- -------- ---------- ------------
Total liabilities 1,071.1 929.9 937.0
---------------------------------- ----- -------- ---------- ------------
Net assets 279.5 292.4 264.7
---------------------------------- ----- -------- ---------- ------------
Capital and reserves
Called up share capital 12 118.2 118.2 118.2
Treasury shares (16.4) (0.2) (12.5)
Capital redemption reserve 0.3 0.3 0.3
Share option reserve 6.3 3.1 4.4
Hedging and translation reserves 2.7 3.8 2.4
Cost of hedging reserve 0.1 0.2 0.1
Merger reserve 92.5 92.5 92.5
Retained profits 75.8 74.5 59.3
Attributable to equity holders
of the Company 279.5 292.4 264.7
---------------------------------- ----- -------- ---------- ------------
Total equity 279.5 292.4 264.7
---------------------------------- ----- -------- ---------- ------------
^ The Condensed consolidated balance sheet at 30 June 2021 has
been restated as a result of the change in accounting policy
relating to configuration and customisation costs in cloud
computing arrangements, as explained in Note 1.
Condensed Consolidated Cash Flow Statement
For the six months ended 30 June 2022 (unaudited)
Six months
ended Six months Year ended
30 June ended 31 December
2022 30 June 2021 2021
Note Restated^
GBPm GBPm GBPm
--------------------------------- ----- ----------- -------------- -------------
Net cash flow from operating
activities
Cash generated from operating
activities 9 32.7 0.4 7.4
Income tax paid (8.7) (5.5) (10.4)
--------------------------------- ----- ----------- -------------- -------------
Net cash generated from/(used
in) operating activities 24.0 (5.1) (3.0)
--------------------------------- ----- ----------- -------------- -------------
Cash flows from investing
activities
Finance income received 0.5 0.4 0.7
Purchase of property, plant
and equipment and computer
software (6.9) (10.4) (18.6)
Proceeds from sale of property,
plant and equipment 0.5 1.6 2.7
Net cash flow arising on
the purchase of business - (2.3) (10.1)
Settlement of amounts payable
for previous purchases of
businesses (0.9) - (0.5)
--------------------------------- ----- ----------- -------------- -------------
Net cash used in investing
activities (6.8) (10.7) (25.8)
--------------------------------- ----- ----------- -------------- -------------
Cash flows from financing
activities
Finance costs paid (14.4) (10.7) (36.3)
Repayment of lease liabilities (31.1) (29.2) (57.3)
Repayment of borrowings (0.2) (0.3) (200.3)
Proceeds from borrowings - - 251.5
Settlement of derivative
financial instruments - - 0.8
Acquisition of treasury shares (4.0) - (12.3)
--------------------------------- ----- ----------- -------------- -------------
Net cash used in financing
activities (49.7) (40.2) (53.9)
--------------------------------- ----- ----------- -------------- -------------
Decrease in cash and cash
equivalents in the period 10 (32.5) (56.0) (82.7)
--------------------------------- ----- ----------- -------------- -------------
Cash and cash equivalents
at beginning of the period 145.1 235.3 235.3
Effect of foreign exchange
rate changes 0.6 (5.4) (7.5)
--------------------------------- ----- ----------- -------------- -------------
Cash and cash equivalents
at end of the period 113.2 173.9 145.1
--------------------------------- ----- ----------- -------------- -------------
^ The results for the period to 30 June 2021 have been restated
as a result of the change in accounting policy relating to
configuration and customisation costs in cloud computing
arrangements, as explained in Note 1.
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2022 (unaudited)
Called
up Share Treasury Capital Share Hedging and Cost of
share premium shares redemption option translation hedging Merger Retained
capital account reserve reserve reserve reserves reserve reserve profits Total
For the six
months ended
30 June 2022 Note GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
--------------- ------ -------- -------- --------- ----------- -------- ------------ -------- -------- --------- ------
At 1 January 2022 118.2 - (12.5) 0.3 4.4 2.4 0.1 92.5 59.3 264.7
Profit after tax - - - - - - - - 15.9 15.9
Other comprehensive
income - - - - - 0.3 - - 0.6 0.9
----------------------- -------- -------- --------- ----------- -------- ------------ -------- -------- --------- ------
Total comprehensive
income - - - - - 0.3 - - 16.5 16.8
Purchase of treasury
shares - - (4.0) - - - - - - (4.0)
Credit to share option
reserve - - - - 2.0 - - - - 2.0
----------------------- -------- -------- --------- ----------- -------- ------------ -------- -------- --------- ------
Settlement of share
options - - 0.1 - (0.1) - - - - -
----------------------- -------- -------- --------- ----------- -------- ------------ -------- -------- --------- ------
At 30 June 2022 118.2 - (16.4) 0.3 6.3 2.7 0.1 92.5 75.8 279.5
----------------------- -------- -------- --------- ----------- -------- ------------ -------- -------- --------- ------
Called
up Share Treasury Capital Share Hedging and Cost of Retained
share premium shares redemption option translation hedging Merger (losses)/
capital account reserve reserve reserve reserves reserve reserve profits Total
For the six
months ended 30
June 2021
(restated^) GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------ --- --------- -------- --------- ----------- -------- ------------ -------- -------- ---------- -------
At 1 January 2021 118.2 447.7 (0.2) 0.3 2.0 10.5 0.2 92.5 (369.3) 301.9
Loss after tax - - - - - - - - (9.1) (9.1)
Other
comprehensive
(expense)/income - - - - - (6.7) - - 5.2 (1.5)
------------------ --- --------- -------- --------- ----------- -------- ------------ -------- -------- ---------- -------
Total
comprehensive
expense - - - - - (6.7) - - (3.9) (10.6)
Credit to share
option reserve - - - - 1.1 - - - - 1.1
Capital reduction 12 - (447.7) - - - - - - 447.7 -
------------------ --- --------- -------- --------- ----------- -------- ------------ -------- -------- ---------- -------
At 30 June 2021 118.2 - (0.2) 0.3 3.1 3.8 0.2 92.5 74.5 292.4
------------------ --- --------- -------- --------- ----------- -------- ------------ -------- -------- ---------- -------
For the six months ended 30 June 2022 (unaudited)
Called
up Share Treasury Capital Share Hedging and Cost of Retained
share premium shares redemption option translation hedging Merger (losses)/
capital account reserve reserve reserve reserves reserve reserve profits Total
For the year
ended 31 December
2021 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------ -------- -------- --------- ----------- -------- ------------ -------- -------- ---------- -------
At 1 January 2021 118.2 447.7 (0.2) 0.3 2.0 10.5 0.2 92.5 (369.3) 301.9
Loss after tax - - - - - - - - (28.3) (28.3)
Other
comprehensive
(expense)/income - - - - - (8.1) (0.1) - 9.2 1.0
------------------- -------- -------- --------- ----------- -------- ------------ -------- -------- ---------- -------
Total
comprehensive
(expense)/income - - - - - (8.1) (0.1) - (19.1) (27.3)
Purchase of
treasury shares - - (12.3) - - - - - - (12.3)
Credit to share
option reserve - - - - 2.6 - - - - 2.6
Settlement of
share options - - - - (0.2) - - - - (0.2)
Capital reduction - (447.7) - - - - - - 447.7 -
------------------- -------- -------- --------- ----------- -------- ------------ -------- -------- ---------- -------
At 31 December
2021 118.2 - (12.5) 0.3 4.4 2.4 0.1 92.5 59.3 264.7
------------------- -------- -------- --------- ----------- -------- ------------ -------- -------- ---------- -------
^ The Retained profits/(losses) at 1 January 2021 and the
results for the period to 30 June 2021 have been restated as a
result of the change in accounting policy relating to configuration
and customisation costs in cloud computing arrangements, as
explained in Note 1.
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 reserve represents movements in the
Condensed 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.
Notes to the Condensed Interim Financial Statements
1. Basis of preparation of Condensed Interim Financial
Statements
The Condensed Interim Financial Statements were approved by the
Board of Directors on 8 August 2022.
The Group's Condensed Interim Financial Statements have been
prepared in accordance with UK adopted IAS 34 "Interim Financial
Reporting" and the accounting policies included in the Annual
Report and Accounts for the year ended 31 December 2021, which have
been applied consistently throughout the current and preceding
periods, with the exception of the change in accounting policy
impacting the half year period to 30 June 2021 noted below.
The Condensed Interim Financial Statements do not constitute
statutory accounts as defined in Section 434 of the Companies Act
2006. The interim results to 30 June 2022 and 30 June 2021 have
been subject to an Interim Review in accordance with ISRE 2410 by
the Company's Auditor.
The financial information for the full preceding year is based
on the audited statutory accounts for the financial year ended 31
December 2021 prepared in accordance with UK adopted international
accounting standards. Those accounts have been delivered to the
Registrar of Companies. The Auditor's Report was (i) unqualified,
(ii) included no matters to which the auditor drew attention by way
of emphasis without modifying their report and (iii) did not
contain statements under Section 498(2) or Section 498(3) of the
Companies Act 2006 in relation to the financial statements.
The preparation of condensed interim financial statements
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expense. Actual
results may subsequently differ from those estimates. The areas of
critical accounting judgements and key sources of estimation
uncertainty set out on page 147 to 148 of the 2021 Annual Report
and Accounts are considered to continue and be consistently
applied.
Change in accounting policy - Software as a Service (SaaS)
arrangements
As explained in the 2021 Annual Report and Accounts, the Group
revised its accounting policy regarding configuration and
customisation costs incurred in implementing SaaS arrangements
during 2021. Costs incurred to configure or customise software
which do not result in the recognition of an intangible software
asset are no longer capitalised but are expensed as incurred. Costs
are included within Other items in the Consolidated Income
Statement if they relate to significant strategic projects and are
considered to meet the Group's definition of Other items. This
change in policy was retrospectively applied and resulted in a
restatement of the previously reported numbers, with a reduction in
intangible assets and retained profits/(losses) of GBP4.4m at 31
December 2020. The comparatives for the six months ended 30 June
2021 included in this report have also been restated to expense
costs previously capitalised in the first half of the year. The
impact on the Condensed consolidated income statement is as
follows:
Six months
ended 30
June 2021
GBPm
Increase/(decrease) in profit/(loss):
Other underlying operating expenses (0.3)
Amortisation of computer software 0.6
------------------------------------------------- -----------
Underlying operating profit 0.3
Other items - cloud computing configuration and
customisation costs (1.3)
------------------------------------------------- -----------
Operating profit (1.0)
------------------------------------------------- -----------
Loss before tax (1.0)
------------------------------------------------- -----------
The impact on basic and diluted loss per share is an increase in
basic and diluted loss per share of 0.1p per share. The impact on
the Condensed Consolidated Cash flow Statement is a reduction in
the net cash outflow from investing activities of GBP1.6m (due to
the reduction in the purchase of property, plant and equipment and
computer software) and a decrease in the net cash generated from
operating activities of GBP1.6m, with no change in the overall
decrease in cash and cash equivalents for the period.
Disclosure restatement: disaggregation of revenue
As disclosed in the 2021 Annual Report and Accounts, heating,
ventilation and air conditioning is no longer considered to be a
distinct product type requiring separate disclosure in Note 2. The
comparatives for the six months ended 30 June 2021 have been
restated to present revenue by product type on a consistent basis
with the current period and the full year ended 31 December 2021,
with GBP4.0m of revenue previously shown as heating, ventilation
and air conditioning combined within the interiors product type.
This does not impact any of the primary statements or other notes
to the interim financial statements.
Going concern
The Directors have considered the Group's forecasts which
support the view that the Group will be able to continue to operate
within its banking facilities and comply with its banking
covenants. The Group has committed facilities in place to November
2026 (senior secured notes) and a revolving credit facility (RCF)
until May 2026. The senior secured notes are subject to incurrence
based covenants only, and the RCF has a leverage maintenance
covenant which is only effective if the facility is over 40% drawn
at a quarter end reporting date. The RCF was undrawn throughout the
six months to and as at the period end 30 June 2022.
The Directors have considered the principal risks and
uncertainties that could potentially impact the Group's ability to
fund its future activities and adhere to its banking covenants,
including:
-- High levels of inflation, and current economic and political
uncertainties, potentially impacting market demand;
-- Material shortages impacting our ability to meet demand and
hence having an impact on forecast sales; and
-- Further waves of the Covid-19 pandemic having an impact on trading.
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 and the Directors have also
reviewed mitigating actions that could be taken.
On consideration of the above the Directors believe that the
Group has adequate resources to continue in operational existence
for the forecast period to 30 September 2023 and the Directors
therefore consider it appropriate to continue to adopt the going
concern basis in preparing the 2022 Interim financial
statements.
New standards, interpretations and amendments adopted by the
Group
Several amendments apply for the first time in 2022 but do not
have an impact on the interim condensed consolidated financial
statements of the Group. The Group has not early adopted any
standard, interpretation or amendment that has been issued but is
not yet effective.
2. Revenue from contracts with customers
The Group's revenue is analysed by type and nature as
follows:
UK UK UK France France France Total
Interiors Exteriors Total Interiors Exteriors Total Germany Benelux Ireland Poland Eliminations Group
Six months ended
30 June 2022 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Type of product
Interiors 331.9 - 331.9 111.2 - 111.2 224.5 56.1 34.6 115.1 - 873.4
Exteriors - 224.0 224.0 - 239.8 239.8 - - 21.3 - - 485.1
Inter-segment
revenue* 3.0 1.7 4.7 0.1 3.9 4.0 - - - - (8.7) -
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Total underlying
and statutory
revenue 334.9 225.7 560.6 111.3 243.7 355.0 224.5 56.1 55.9 115.1 (8.7) 1,358.5
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Nature of revenue
Goods for resale
(recognised at
point
in time) 334.9 225.7 560.6 111.3 243.7 355.0 224.5 56.1 53.3 115.1 (8.7) 1,355.9
Construction
contracts
(recognised over
time) - - - - - - - - 2.6 - - 2.6
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Total 334.9 225.7 560.6 111.3 243.7 355.0 224.5 56.1 55.9 115.1 (8.7) 1,358.5
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
* Inter-segment revenue is charged at the prevailing market
rates.
UK UK UK France France France Total
Interiors Exteriors Total Interiors Exteriors Total Germany Benelux Ireland Poland Eliminations Group
Six months ended
30 June 2021
(restated^) GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Type of product
Interiors 239.3 - 239.3 101.1 - 101.1 194.3 47.1 20.9 83.5 - 686.2
Exteriors - 199.2 199.2 - 206.4 206.4 - - 16.4 - - 422.0
Inter-segment
revenue* 1.4 0.4 1.8 0.1 5.4 5.5 - - - - (7.3) -
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Total underlying
and statutory
revenue 240.7 199.6 440.3 101.2 211.8 313.0 194.3 47.1 37.3 83.5 (7.3) 1,108.2
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Nature of revenue
Goods for resale
(recognised at
point
in time) 240.7 199.6 440.3 101.2 211.8 313.0 194.3 47.1 35.3 83.5 (7.3) 1,106.2
Construction
contracts
(recognised over
time) - - - - - - - - 2.0 - - 2.0
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Total 240.7 199.6 440.3 101.2 211.8 313.0 194.3 47.1 37.3 83.5 (7.3) 1,108.2
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
* Inter-segment revenue is charged at the prevailing market
rates.
^ The revenue disclosure for the period ended 30 June 2021 has
been restated to include the heating, ventilation and air
conditioning product type within Interiors, as explained in Note
1.
UK UK UK France France France Total
Interiors Exteriors Total Interiors Exteriors Total Germany Benelux Ireland Poland Eliminations Group
Year ended 31
December
2021 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Type of product
Interiors 507.4 - 507.4 195.3 - 195.3 393.2 92.4 51.1 186.7 - 1,426.1
Exteriors - 422.2 422.2 - 406.0 406.0 - - 37.1 - - 865.3
Inter-segment
revenue* 3.4 0.6 4.0 0.1 11.6 11.7 - - 0.1 - (15.8) -
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Total underlying
and statutory
revenue 510.8 422.8 933.6 195.4 417.6 613.0 393.2 92.4 88.3 186.7 (15.8) 2,291.4
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Nature of revenue
Goods for resale
(recognised at
point
in time) 510.8 422.8 933.6 195.4 417.6 613.0 393.2 92.4 83.7 186.7 (15.8) 2,286.8
Construction
contracts
(recognised over
time) - - - - - - - - 4.6 - - 4.6
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Total 510.8 422.8 933.6 195.4 417.6 613.0 393.2 92.4 88.3 186.7 (15.8) 2,291.4
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
* Inter-segment revenue is charged at the prevailing market
rates.
3. 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). Reportable
operating segments are grouped on a geographical basis.
UK UK UK France France France Total
Interiors Exteriors Total Interiors Exteriors Total Germany Benelux Ireland Poland Eliminations Group
Six months
ended
30 June 2022 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Revenue
Underlying and
statutory
revenue 331.9 224.0 555.9 111.2 239.8 351.0 224.5 56.1 55.9 115.1 - 1,358.5
Inter-segment
revenue* 3.0 1.7 4.7 0.1 3.9 4.0 - - - - (8.7) -
Total revenue 334.9 225.7 560.6 111.3 243.7 355.0 224.5 56.1 55.9 115.1 (8.7) 1,358.5
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Result
Segment result
before
Other items 3.8 11.1 14.9 7.4 15.3 22.7 8.3 (1.7) 3.0 5.9 - 53.1
Amortisation
of acquired
intangibles (0.4) (1.8) (2.2) - (0.2) (0.2) - - - - - (2.4)
Impairment
charges - - - - - - - - - - - -
Acquisition
costs (0.2) - (0.2) - - - - - - - - (0.2)
Cloud
computing
configuration
and
customisation
costs - - - - (0.8) (0.8) - - - - - (0.8)
Other specific
items 0.3 0.2 0.5 - - - - - - - - 0.5
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Segment
operating
profit/(loss) 3.5 9.5 13.0 7.4 14.3 21.7 8.3 (1.7) 3.0 5.9 - 50.2
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Parent company
costs (10.6)
Parent company
Other
items** 0.2
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Operating
profit 39.8
Net finance
costs (13.6)
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Profit before
tax 26.2
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Income tax
expense (10.3)
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Profit for the
period 15.9
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
* Inter-segment revenue is charged at the prevailing market
rates.
** Parent company Other items relates to other specific items of
GBP0.2m (credit), included within the total other specific items of
GBP0.7m discussed in more detail in Note 4.
UK UK UK France France France Total
Interiors Exteriors Total Interiors Exteriors Total Germany Benelux Ireland Poland Eliminations Group
Six months
ended
30 June 2021
(restated^) GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Revenue
Underlying and
statutory
revenue 239.3 199.2 438.5 101.1 206.4 307.5 194.3 47.1 37.3 83.5 - 1,108.2
Inter-segment
revenue* 1.4 0.4 1.8 0.1 5.4 5.5 - - - - (7.3) -
Total revenue 240.7 199.6 440.3 101.2 211.8 313.0 194.3 47.1 37.3 83.5 (7.3) 1,108.2
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Result
Segment result
before
Other items (5.0) 8.1 3.1 6.2 10.5 16.7 2.6 - (0.2) 2.5 - 24.7
Amortisation
of acquired
intangibles (0.1) (2.0) (2.1) - (0.2) (0.2) - - - - - (2.3)
Impairment
charges - - - - - - - - - - - -
Acquisition
costs (0.3) - (0.3) - - - - - - - - (0.3)
Net
restructuring
costs (0.2) - (0.2) - - - (0.1) (0.4) - - - (0.7)
Cloud
computing
configuration
and
customisation
costs (0.5) (0.4) (0.9) - (0.4) (0.4) - - - - - (1.3)
Segment
operating
profit/(loss) (6.1) 5.7 (0.4) 6.2 9.9 16.1 2.5 (0.4) (0.2) 2.5 - 20.1
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Parent company
costs (10.8)
Parent company
Other
items** (1.3)
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Operating
profit 8.0
Net finance
costs (10.6)
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Loss before
tax (2.6)
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Income tax
expense (6.5)
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Loss for the
period (9.1)
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
* Inter-segment revenue is charged at the prevailing market
rates.
** Parent company Other items include restructuring costs
GBP1.5m and other specific items GBP0.2m (credit), included within
the total amounts discussed in more detail in Note 4.
^ The results for the period to 30 June 2021 have been restated
as a result of the change in accounting policy relating to
configuration and customisation costs in cloud computing
arrangements, as explained in Note 1.
UK UK UK France France France Total
Interiors Exteriors Total Interiors Exteriors Total Germany Benelux Ireland Poland Eliminations Group
Year ended 31
December
2021 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
---------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Revenue
Underlying and
statutory
revenue 507.4 422.2 929.6 195.3 406.0 601.3 393.2 92.4 88.2 186.7 - 2,291.4
Inter-segment
revenue* 3.4 0.6 4.0 0.1 11.6 11.7 - - 0.1 - (15.8) -
Total revenue 510.8 422.8 933.6 195.4 417.6 613.0 393.2 92.4 88.3 186.7 (15.8) 2,291.4
---------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Result
Segment result
before
Other items (2.5) 25.0 22.5 11.2 17.4 28.6 3.6 (4.9) 2.8 6.3 - 58.9
Amortisation of
acquired
intangibles (0.3) (4.0) (4.3) - (0.4) (0.4) - - - - - (4.7)
Impairment
charges (0.3) - (0.3) - - - - (9.9) - - - (10.2)
Acquisition
costs (1.5) - (1.5) - - - - - - - - (1.5)
Cloud computing
customisation
and
configuration
costs (0.6) (0.5) (1.1) - (0.8) (0.8) (0.8) (0.6) - - - (3.3)
Net
restructuring
costs 0.1 (0.6) (0.5) - - - (1.4) (0.4) - - - (2.3)
Segment
operating
profit/(loss) (5.1) 19.9 14.8 11.2 16.2 27.4 1.4 (15.8) 2.8 6.3 - 36.9
---------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Parent company
costs (17.5)
Parent company
Other
items** (5.4)
---------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Operating
profit 14.0
Net finance
costs (22.1)
Non-underlying
finance
costs (7.8)
---------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Loss before tax (15.9)
---------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Income tax
expense (12.4)
---------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Loss for the
period (28.3)
---------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
* Inter-segment revenue is charged at the prevailing market
rates.
** Parent company Other items include costs associated with
refinancing GBP2.4m, onerous contract costs GBP2.0m, restructuring
costs GBP1.4m offset by other specific items GBP0.4m credit,
included within the total amounts discussed in more detail in Note
4.
UK UK UK France France France Total
Interiors Exteriors Total Interiors Exteriors Total Germany Benelux Ireland Poland Group
30 June 2022 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Assets
Segment assets 268.2 272.5 540.7 82.2 251.3 333.5 159.4 65.5 63.4 80.1 1,242.6
Unallocated
assets:
Property, plant
and
equipment 0.6
Derivative
financial
instruments 1.4
Cash and cash
equivalents 101.4
Other assets 4.6
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Consolidated
total
assets 1,350.6
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Liabilities
Segment
liabilities 243.9 132.2 376.1 69.9 151.0 220.9 91.3 28.1 36.4 43.1 795.9
Unallocated
liabilities:
Interest-bearing
loans and
borrowings 256.0
Derivative
financial
instruments -
Other liabilities 19.2
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Consolidated
total
liabilities 1,071.1
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
UK UK UK France France France Total
Interiors Exteriors Total Interiors Exteriors Total Germany Benelux Ireland Poland Group
30 June 2021
(restated^) GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Assets
Segment assets 175.8 263.3 439.1 87.9 222.3 310.2 147.6 56.7 50.0 69.1 1,072.7
Unallocated
assets:
Property, plant
and
equipment 0.3
Derivative
financial
instruments 1.0
Cash and cash
equivalents 140.9
Other assets 7.4
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Consolidated
total
assets 1,222.3
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Liabilities
Segment
liabilities 204.3 126.2 330.5 61.4 130.1 191.5 83.9 19.1 30.5 37.1 692.6
Unallocated
liabilities:
Interest-bearing
loans and
borrowings 206.7
Derivative
financial
instruments 0.6
Other liabilities 30.0
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Consolidated
total
liabilities 929.9
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
^ Restated as a result of the change in accounting policy
relating to configuration and customisation costs in cloud
computing arrangements, as explained in Note 1 .
UK UK UK France France France Total
Interiors Exteriors Total Interiors Exteriors Total Germany Benelux Ireland Poland Group
31 December 2021 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Assets
Segment assets 222.3 262.6 484.9 69.5 208.0 277.5 136.1 53.9 54.2 66.2 1,072.8
Unallocated
assets:
Property, plant
and
equipment 0.3
Derivative
financial
instruments 0.2
Cash and cash
equivalents 126.9
Other assets 1.5
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Consolidated
total
assets 1,201.7
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Liabilities
Segment
liabilities 204.6 124.1 328.7 54.6 117.8 172.4 74.7 21.7 30.9 33.5 661.9
Unallocated
liabilities:
Interest-bearing
loans and
borrowings 249.6
Derivative
financial
instruments 0.5
Other liabilities 25.0
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Consolidated
total
liabilities 937.0
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
4. Other items
Profit/(loss) after tax includes the following Other items which
have been disclosed in a separate column within the Condensed
Consolidated Income Statement in order to provide a better
indication of the underlying earnings of the Group:
Six months
ended Six months Year ended
30 June ended 31 December
2022 30 June 2021 2021
Restated
GBPm GBPm GBPm
----------------------------------- ----------- -------------- -------------
Amortisation of acquired
intangibles (2.4) (2.3) (4.7)
Impairment charges - - (10.2)
Net restructuring costs - (2.2) (3.7)
Costs related to acquisitions (0.2) (0.3) (1.5)
Costs associated with refinancing - - (2.4)
Onerous contract costs - - (2.0)
Cloud computing configuration
and customisation costs(1) (0.8) (1.3) (3.3)
Other specific items(2) 0.7 0.2 0.4
----------------------------------- ----------- -------------- -------------
Impact on operating profit/(loss) (2.7) (5.9) (27.4)
Non-underlying finance costs - - (7.8)
----------------------------------- ----------- -------------- -------------
Impact on profit/(loss)
before tax (2.7) (5.9) (35.2)
Income tax credit on Other
items 0.2 0.3 3.2
----------------------------------- ----------- -------------- -------------
Impact on profit/(loss)
after tax (2.5) (5.6) (32.0)
----------------------------------- ----------- -------------- -------------
(1) Cloud computing configuration and customisation costs relate
to costs incurred on strategic projects involving SaaS arrangements
which are expensed as incurred rather than being capitalised as
intangible assets. Prior year amounts have been restated to include
these costs as a result of the change in accounting policy during
the year. See Note 1 for further details.
(2) Other specific items relates principally to businesses
divested in previous years and includes the settlement and release
of certain historic provisions, offset by GBP2.0m provision for
impairment of lease receivables. Other specific items in the
previous periods to 30 June 2021 and 31 December 2021 relate
principally to the transfer from cash flow hedging reserve to
profit and loss in relation to the cash flow hedging arrangements
on the private placement notes following partial repayment in
2020.
5. Finance income and finance costs
Six months
ended Six months Year ended
30 June ended 31 December
2022 30 June 2021 2021
GBPm GBPm GBPm
--------------------------------- ----------- -------------- -------------
Finance income
Interest on bank deposits 0.5 0.4 0.7
--------------------------------- ----------- -------------- -------------
0.5 0.4 0.7
--------------------------------- ----------- -------------- -------------
Finance costs
On bank loans, overdrafts
and other associated items(1) 1.0 2.3 4.6
On private placement notes(2) - 2.7 4.7
On senior secured notes(3) 6.9 - 1.7
On obligations under lease
contracts 6.2 5.9 11.6
Net finance charge on defined
benefit schemes - 0.1 0.2
Total interest expense before
Other items 14.1 11.0 22.8
Non-underlying finance costs(4) - - 7.8
--------------------------------- ----------- -------------- -------------
Total finance costs 14.1 11.0 30.6
--------------------------------- ----------- -------------- -------------
Net finance costs 13.6 10.6 29.9
--------------------------------- ----------- -------------- -------------
(1) Other associated items includes the amortisation of
arrangement fees of GBP0.1m (30 June 2021: GBP0.5m; 31 December
2021: GBP0.9m).
(2) Included within finance costs on private placement notes in
the six months to 30 June 2021 is the amortisation of arrangement
fees of GBP0.3m (31 December 2021: GBP0.6m) and the amortisation of
the loss on modification (credit) of GBP1.2m (31 December 2021:
GBP2.1m credit).
(3) Included within finance costs on the senior secured notes is
the amortisation of arrangement fees of GBP0.3m (30 June 2021:
GBPnil; 31 December 2020: GBP0.1m).
(4) Non-underlying finance costs in 2021 comprised a GBP12.9m
make-whole payment on settlement of the private placement notes,
GBP2.8m write-off of arrangement fees in relation to the previous
debt arrangements, offset by GBP8.0m release of the loss on
modification recognised on amendment of the private placement notes
in 2020, together with GBP0.1m unwinding of the discount on the
onerous contract provision.
6. Income tax
The income tax expense comprises:
Six months
ended Six months Year ended
30 June ended 31 December
2022 30 June 2021 2021
GBPm GBPm GBPm
-------------------------- ----------- -------------- -------------
Total income tax expense
for the period (10.3) (6.5) (12.4)
-------------------------- ----------- -------------- -------------
Tax for the six month period ended 30 June 2022 is determined
based on applying full year estimates of the annual effective tax
rate for individual jurisdictions to the underlying profit/(loss)
before tax for the six month period. This results in a tax charge
of 36.3% on underlying profit/(loss) before tax (30 June 2021 -
restated: 206.1%; 31 December 2021: 80.8%).
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 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.
7. 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
------------------------------------------
Six months
ended Six months Year ended
30 June ended 31 December
2022 30 June 2021 2021
Restated^
GBPm GBPm GBPm
------------------------------ ----------- -------------- -------------
Profit/(loss) attributable
to ordinary equity holders
of the parent for basic and
diluted earnings per share 15.9 (9.1) (28.3)
Add back:
Other items (see Note 4) 2.5 5.6 32.0
------------------------------ ----------- -------------- -------------
Profit/(loss) attributable
to ordinary equity holders
of the parent for basic and
diluted earnings per share
before other items 18.4 (3.5) 3.7
------------------------------ ----------- -------------- -------------
Weighted average number of shares
----------------------------------------------
Six months
ended Six months Year ended
30 June ended 31 December
2022 30 June 2021 2021
Number Number Number
--------------------------------------- -------------- -------------- --------------
For basic and diluted earnings/(loss)
per share 1,151,936,602 1,181,431,548 1,177,972,694
Effect of dilution from share
options 31,375,439 - -
--------------------------------------- -------------- -------------- --------------
Adjusted for the effect of
dilution 1,183,312,041 1,181,431,548 1,177,972,694
--------------------------------------- -------------- -------------- --------------
Share options were considered antidilutive in the prior periods
as their conversion into ordinary shares would decrease the loss
per share. The calculation of diluted earnings/(loss) per share
does not assume conversion, exercise, or other issue of potential
ordinary shares that would have an antidilutive effect on
earnings/(loss) per share.
Earnings/(loss) per share
------------------------------------------
Six months
ended Six months Year ended
30 June ended 31 December
2022 30 June 2021 2021
Restated^
GBPm GBPm GBPm
----------------------------------- ----------- -------------- -------------
Earnings/(loss) per share
Basic earnings/( loss) per
share 1.4p (0.8)p (2.4)p
Diluted earnings/(loss) per
share 1.3p (0.8)p (2.4)p
Earnings/(loss) per share
before Other items*
Basic and diluted earnings/(loss)
per share from continuing
operations before Other items 1.6p (0.3)p 0.3p
----------------------------------- ----------- -------------- -------------
* Earnings/(loss) per share before Other items (also referred to
as underlying earnings/(loss) per share) has been disclosed in
order to present the underlying performance of the Group.
^ The basic and total loss per share for the prior year period
ended 30 June 2021 has been restated to reflect the restatement of
the 2021 results following the change in accounting policy relating
to cloud computing customisation and configuration costs in 2021 as
explained in Note 1.
8. Acquisitions
There were no acquisitions during the six months to 30 June
2022. In the prior year the Group acquired F30 Building Products
Limited in the first half of the year and the Penlaw Group of
companies (Penlaw) in the second half.
F30 Building Products was acquired for total consideration of
GBP3.6m, comprising GBP2.5m paid in cash on completion and GBP1.1m
deferred and payable in two equal instalments over the following
two years. A further amount of up to GBP0.8m was also payable over
the twelve months from completion dependant on the future
performance of the business and dependent on the vendor remaining
within the business. This has been treated as remuneration and
charged to the Consolidated Income Statement as earned. GBP0.6m was
recognised and included in accruals at 31 December 2021, with a
further GBP0.2m recognised in the six months ended 30 June 2022 and
the total GBP0.8m paid in March 2022 (included within net cash flow
from operating activities).
Penlaw was acquired for total consideration of GBP10.6m,
comprising GBP9.8m cash paid on completion, GBP0.3m deferred and
payable in two equal instalments over the following two years and
up to GBP1.2m contingent consideration. The contingent
consideration in relation to Penlaw is payable dependent on future
performance of the business based on adjusted EBITDA exceeding an
EBITDA threshold, as defined in the sale and purchase agreement,
with up to a maximum of GBP0.6m payable for the first twelve months
from completion and up to a maximum of GBP1.2m for the second
twelve months from completion, subject to a maximum of GBP1.2m in
total. The range of contingent consideration payable is therefore
GBPnil to GBP1.2m. GBP0.5m was recognised at the date of
acquisition and is still considered appropriate on the basis of
current forecasts. This is included within other payables on the
Consolidated balance sheet. The provision is remeasured to fair
value at subsequent reporting dates with changes in fair value
recognised in profit or loss. The fair value is measured using
level 3 inputs and is sensitive to changes in one or more
observable inputs.
Analysis of cash flows on acquisition
Six months
Six months ended Year ended
ended 31 December 31 December
30 June 2021 2021 2021
F30 Building
Products Penlaw Total
GBPm GBPm GBPm
----------------------------------- -------------- ------------- -------------
Consideration paid (included
in cash flows from investing
activities) (2.5) (9.8) (12.3)
Net cash acquired with the
subsidiary (included in cash
flows from investing activities) 0.2 2.0 2.2
----------------------------------- -------------- ------------- -------------
Total net cash flow included
in cash flows from investing
activities (2.3) (7.8) (10.1)
Transaction costs (included
in cash flows from operating
activities) (0.1) (0.3) (0.4)
----------------------------------- -------------- ------------- -------------
Net cash flow on acquisition (2.4) (8.1) (10.5)
----------------------------------- -------------- ------------- -------------
During the six months ended 30 June 2022 the Group paid deferred
consideration of GBP0.9m, relating to F30 Building Products
(GBP0.6m) and Penlaw (GBP0.3m), included in cash flows from
investing activities.
9. Reconciliation of operating profit to cash generated from
operating activities
Six months
ended Six months Year ended
30 June ended 31 December
2022 30 June 2021 2021
Restated^
GBPm GBPm GBPm
---------------------------------- ----------- -------------- -------------
Profit/(loss) before tax 26.2 (2.6) (15.9)
Net finance costs 13.6 10.6 29.9
Depreciation of property,
plant and equipment 6.1 5.4 11.4
Depreciation of right-of-use
assets 29.9 27.7 56.9
Amortisation of computer
software 1.7 1.9 3.4
Amortisation of acquired
intangibles 2.4 2.3 4.7
Impairment of property, plant
and equipment - - 0.3
Impairment of goodwill - - 9.9
Impairment of right-of-use
asset - 0.4 0.5
Impairment of lease receivables 2.0 - -
Profit on sale of property,
plant and equipment (0.2) (0.2) (0.9)
Share-based payments 2.0 1.1 2.4
Gains on derivative financial
instruments - (0.2) (2.8)
Net foreign exchange differences (0.3) (0.1) 0.3
Decrease in provisions (7.3) (6.2) (7.3)
Working capital movements (43.4) (39.7) (85.4)
---------------------------------- ----------- -------------- -------------
Cash generated from operating
activities 32.7 0.4 7.4
---------------------------------- ----------- -------------- -------------
^ The results for the period to 30 June 2021 have been restated
as a result of the change in accounting policy relating to
configuration and customisation costs in cloud computing
arrangements, as explained in Note 1.
10. Reconciliation of net cash flow to movements in net debt
Six months
ended Six months Year ended
30 June ended 31 December
2022 30 June 2021 2021
GBPm GBPm GBPm
--------------------------------- ----------- -------------- -------------
Decrease in cash and cash
equivalents in the period (32.5) (56.0) (82.7)
Net cash outflow from repayment
of leases and other debt 38.4 40.9 15.8
--------------------------------- ----------- -------------- -------------
Decrease/(increase) in net
debt resulting from cash
flows 5.9 (15.1) (66.9)
Deferred consideration added
on acquisitions - (1.1) (0.9)
Debt added on acquisitions - - (7.5)
Non-cash items* (64.2) (34.5) (60.0)
Exchange differences (8.5) (0.5) 8.5
--------------------------------- ----------- -------------- -------------
Increase in net debt in the
period (66.8) (51.2) (126.8)
Net debt at beginning of
period (365.0) (238.2) (238.2)
--------------------------------- ----------- -------------- -------------
Net debt at end of the period (431.8) (289.4) (365.0)
--------------------------------- ----------- -------------- -------------
* 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 and non-cash movements in relation to lease
liabilities.
Net debt is defined as follows:
Six months
ended Six months Year ended
30 June ended 31 December
2022 30 June 2021 2021
GBPm GBPm GBPm
---------------------------------- ----------- -------------- -------------
Non-current assets:
Derivative financial instruments 0.2 0.8 -
Lease receivables 1.4 3.2 2.9
Current assets:
Derivative financial instruments 1.4 0.2 0.2
Lease receivables 0.1 0.7 0.8
Cash at bank and on hand 113.2 173.9 145.1
Current liabilities:
Lease liabilities (54.3) (50.9) (50.7)
Deferred consideration (1.0) (1.0) (1.1)
Other financial liabilities (0.8) (0.4) (0.4)
Derivative financial instruments - - (0.5)
Non-current liabilities:
Lease liabilities (236.0) (206.7) (210.4)
Interest-bearing loans and
borrowings (256.0) (206.7) (249.6)
Deferred consideration - (1.0) (0.7)
Derivative financial instruments - (0.6) -
Other financial liabilities - (0.9) (0.6)
---------------------------------- ----------- -------------- -------------
(431.8) (289.4) (365.0)
---------------------------------- ----------- -------------- -------------
10. Reconciliation of net cash flow to movements in net debt
(continued)
Analysis of movements in net debt:
At 31 At 30
December Cash Non-cash Exchange June
2021 flows items* differences 2022
GBPm GBPm GBPm GBPm
------------------------------- ---------- ------- --------- ------------- --------
Cash at bank and on hand 145.1 (32.5) - 0.6 113.2
Lease receivables 3.7 (0.2) (2.0) - 1.5
------------------------------- ---------- ------- --------- ------------- --------
148.8 (32.7) (2.0) 0.6 114.7
Liabilities arising from
financing activities
Financial assets - derivative
financial instruments 0.2 - 1.4 - 1.6
Debts due within one year (2.0) 1.0 (0.8) - (1.8)
Debts due after one year (250.9) 0.1 0.9 (6.1) (256.0)
Lease liabilities (261.1) 37.5 (63.7) (3.0) (290.3)
------------------------------- ---------- ------- --------- ------------- --------
(513.8) 38.6 (62.2) (9.1) (546.5)
Net debt (365.0) 5.9 (64.2) (8.5) (431.8)
------------------------------- ---------- ------- --------- ------------- --------
* 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, movements between debts due within one year and after one
year, and non-cash movements in relation to lease liabilities.
11. Financial instruments fair value disclosures
At the balance sheet date the Group held the following financial
instruments at fair value:
Six months
ended Six months Year ended
30 June ended 31 December
2022 30 June 2021 2021
GBPm GBPm GBPm
----------------------------------- ----------- -------------- -------------
Financial assets
Derivative financial instruments 1.6 1.0 0.2
----------------------------------- ----------- -------------- -------------
1.6 1.0 0.2
----------------------------------- ----------- -------------- -------------
Financial liabilities
Derivative financial instruments - 0.6 0.5
Contingent consideration
(included within other payables) 0.5 - 0.5
----------------------------------- ----------- -------------- -------------
0.5 0.6 1.0
----------------------------------- ----------- -------------- -------------
The derivative financial instruments above all have fair values
which are calculated by reference to observable inputs (i.e.
classified as level 2 in the fair value hierarchy). The fair values
of these derivative financial instruments, adjusted for credit
risk, are calculated by discounting the associated future cash
flows to net present values using appropriate market rates
prevailing at the balance sheet date. The fair value of the
contingent consideration is measured using level 3 inputs and the
discounting of forecast future cash flows.
The carrying value of financial assets and liabilities that are
recorded at amortised cost in the accounts is approximately equal
to their fair value.
12. Called up share capital
Six months
ended Six months Year ended
30 June ended 31 December
2022 30 June 2021 2021
GBPm GBPm GBPm
----------------------------------- ----------- -------------- -------------
Authorised
1,390,000,000 ordinary shares
of 10p each (30 June and
31 December 2021: 1,390,000,000) 139.0 139.0 139.0
----------------------------------- ----------- -------------- -------------
Allotted, called up and
fully paid:
1,181,556,977 ordinary shares
of 10p each (30 June and
31 December 2021: 1,181,556,977) 118.2 118.2 118.2
----------------------------------- ----------- -------------- -------------
The Company has one class of ordinary share which carries no
right to fixed income. The Company did not allot any shares during
the period (30 June 2021 and 31 December 2021: nil).
Capital reduction
On 24 June 2021 the Group completed the cancellation of its
share premium account, which was approved by shareholders at the
Annual General Meeting on 13 May 2021 and sanctioned by the High
Court of England and Wales on 16 June 2021. The capital reduction
resulted in the transfer of GBP447.7m from share premium account to
retained profits/(losses) and created distributable reserves.
13. Retirement benefit schemes
Defined benefit schemes
The Group operates a number of pension schemes, four of which
provide defined benefits based upon pensionable salary. The UK
scheme has assets held in a separate trustee administered fund, and
there are three European book reserve schemes. The UK defined
benefit pension scheme obligation is calculated on a year to date
basis, using the latest triennial valuation as at 31 December
2019.
The IAS 19 valuation conducted as at 31 December 2021 has been
updated to reflect current market conditions, and as a result an
actuarial gain of GBP0.6m has been recognised within the Condensed
Consolidated Statement of Comprehensive Income. The total net
pension liability in relation to defined benefit schemes at 30 June
2022 is GBP8.1m (30 June 2021: GBP17.2m; 31 December 2021:
GBP10.7m), including GBP0.9m surplus in the UK scheme. The movement
in the period relates principally to the actuarial gain of GBP0.6m
together with the recognition of the scheduled annual contribution
of GBP2.5m.
14. Interim dividend
No interim dividend is declared for the period (30 June 2021 and
31 December 2021: nil). In accordance with IAS 10 "Events After the
Balance Sheet Date", dividends declared after the balance sheet
date are not recognised as a liability in the Financial Statements.
There was no final dividend for the year ended 31 December
2021.
15. 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 the period to 30 June 2022, the Group incurred expenses of
GBP0.2m (30 June 2021: GBP0.2m; 31 December 2021: GBP0.6m) on
behalf of the SIG plc Retirement Benefits Plan, the UK defined
benefit pension scheme.
The Group has not identified any other related party
transactions in the six month period to 30 June 2022.
16. Principal risks and uncertainties
The Directors consider that the principal risks and
uncertainties which could have a material impact upon the Group's
performance over the remaining six months of the 2022 financial
year remain consistent with those set out in the Strategic Report
on pages 56 to 59 of the Group's 2021 Annual Report and Accounts.
These risks and uncertainties include, but are not limited to:
(1) cyber security;
(2) health and safety;
(3) macro-economic uncertainty;
(4) ability to attract, recruit and retain our people;
(5) data quality and governance;
(6) environmental, social and governance;
(7) mergers and acquisitions;
(8) legal or regulatory compliance;
(9) digitalisation; and
(10) change management.
The primary risks affecting the Group's performance for the
remaining six months of the year are the risks arising from
macro-economic uncertainty and impact of continued high inflation
rates on the level of market demand in the markets in which SIG
operates and the potential impact of materials shortages. SIG's
diverse market sectors are affected by macroeconomic factors which
limit visibility and therefore render the short to medium-term
outlook difficult to predict. The "Group outlook" section of the
Trading Review details the current assessment of the markets in
which the Group operates.
Notes to the Condensed Interim Financial Statements
17. Contingent liabilities and commitments
Contingent liabilities
As at the balance sheet date, the Group had outstanding
obligations under customer guarantees, claims, standby letters of
credit and discounted bills of up to GBP10.5m (30 June 2021:
GBP13.8m; 31 December 2021: GBP9.9m). Of this amount, GBP4.7m (30
June 2021: GBP5.0m; 31 December 2021: GBP4.7m) relates to a standby
letter of credit issued by HSBC Bank plc in respect of the Group's
insurance arrangements.
As part of the disposal of the Building Plastics business in
2017 a guarantee was provided to the landlord of the leasehold
properties transferred with the business covering rentals over the
remaining term of the leases in the event that the acquiring
company enters into administration before the end of the lease
term. The maximum liability that could arise from this would be
approximately GBP1.0m based on the remaining future rent commitment
at 30 June 2022. No provision has been made in these financial
statements as it is not considered likely that any loss will be
incurred in connection with this.
Commitments
At 30 June 2022 the Group is committed to licence costs in
relation to the SAP implementation project and other licence fees
of GBP5.4m (30 June 2021: GBP10.7m; 31 December 2021: GBP10.1m).
GBP4.4m (30 June 2021 GBP7.4m; 31 December 2021: GBP8.8m) is
recognised as an onerous contract provision, with GBP1.0m (30 June
2021 GBP3.3m; 31 December 2021: GBP1.3m) remaining to be recognised
in the income statement over the period 2022 to 2026.
18. Seasonality
The Group's operations are not normally affected by significant
seasonal variations between the first and second halves of the
calendar year. The "Outlook" section of the Trading Review details
the current assessment of the expected second half performance for
2022.
19. Post balance sheet events
On 14 July 2022 the Group completed the acquisition of 100% of
the equity share capital of Thermod ä mm GmbH, a non-listed
business in Germany specialising in insulation, technical
insulation and flooring, for total estimated consideration of
GBP3.9m. GBP0.2m of the consideration is deferred and payable 12
months after completion. The initial accounting for the
acquisition, including the calculation of the fair value of assets
and liabilities acquired, is in progress and all numbers remain
provisional. The acquisition is expected to contribute cGBP6.5m
revenue and cGBP0.4m underlying profit before tax to the Group on
an annualised basis.
On 22 July 2022 the Group completed the acquisition of 100% of
the equity share capital of Miers Construction Products Limited, a
non-listed business in the UK which is a leading supplier of
specialist construction materials. Initial cash consideration of
GBP28.0m was paid on completion, with a further GBP6.7m payable
subject to the performance of the business during the period ending
31 December 2023 and a deferred cash payment of GBP1.8m payable in
24 months. The initial accounting for the acquisition, including
the calculation of the fair value of assets and liabilities
acquired, is in progress and all numbers remain provisional. The
acquisition is expected to contribute cGBP55m revenue and cGBP4.7m
profit before tax to the Group on an annualised basis.
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. Alternative performance measures are
not a substitute for or superior to statutory IFRS measures.
These measures, as shown below, are used to improve the
comparability of information between reporting periods and
geographical units, to adjust for Other items 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 the end of the reporting period.
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. Net
debt excluding the impact of IFRS 16 is no longer relevant for
financial covenant purposes but is still monitored for comparative
purposes. Net debt on frozen GAAP basis and covenant net debt which
were presented at 30 June 2021 are no longer relevant following the
change in debt arrangements during the prior year and are therefore
no longer presented.
30 June 31 December
2022 30 June 2021 2021
GBPm GBPm GBPm
------------------------------ -------- ------------- ------------
Reported net debt 431.8 289.4 365.0
Lease liabilities recognised
in accordance with IFRS 16 (268.1) (234.6) (239.1)
Lease receivables recognised
in accordance with IFRS 16 1.5 3.9 3.7
Other financial liabilities
recognised in accordance
with IFRS 16 (0.8) (1.2) (1.0)
------------------------------ -------- ------------- ------------
Net debt excluding impact
of IFRS 16 164.4 57.5 128.6
------------------------------ -------- ------------- ------------
b) Leverage
Leverage is one of the covenants applicable to the Revolving
Credit facility and is used as a key performance metric for the
Group. It is calculated as net debt divided by the last twelve
months underlying EBITDA.
Twelve months
ended Twelve months
30 June ended
2022 30 June 2021
GBPm GBPm
------------------------------ -------------- --------------
Underlying operating profit 70.0 3.7
Add back:
Depreciation of right-of-use
assets and property, plant
and equipment 71.2 65.4
Amortisation of computer
software 3.2 4.3
------------------------------- -------------- --------------
Underlying EBITDA 144.4 73.4
------------------------------- -------------- --------------
Reported net debt 431.8 289.4
------------------------------- -------------- --------------
Leverage 3.0x 3.9x
------------------------------- -------------- --------------
c) Operating margin
This is used to enhance understanding and comparability of the
underlying financial performance of the Group and is calculated as
underlying operating profit/(loss) as a percentage of underlying
revenue.
30 June 31 December
2022 30 June 2021 2021
GBPm GBPm GBPm
Underlying revenue 1,358.5 1,108.2 2,291.4
Underlying operating profit 42.5 13.9 41.4
----------------------------- -------- ------------- ------------
3.1% 1.3% 1.8%
----------------------------- -------- ------------- ------------
d) Free cash flow
Free cash flow represents the cash available after supporting
operations, including capital expenditure and the repayment of
lease liabilities, and before acquisitions and any movements in
funding.
Six months
ended Six months Year ended
30 June ended 31 December
2022 30 June 2021 2021
GBPm GBPm GBPm
------------------------------- ----------- -------------- -------------
Decrease in cash and cash
equivalents in the year (32.5) (56.0) (82.7)
Add back:
Net cash flow on the purchase
of businesses - 2.3 10.1
Settlement of amounts payable
for previous purchases of
businesses 0.9 - 0.5
Repayment of borrowings 0.2 0.3 200.3
Proceeds from borrowings - - (251.5)
Settlement of derivative
financial instruments - - (0.8)
------------------------------- ----------- -------------- -------------
Free cash flow (31.4) (53.4) (124.1)
------------------------------- ----------- -------------- -------------
e) 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. Underlying revenue is revenue from continuing operations
excluding non-core businesses.
UK UK UK France France France Total
Interiors Exteriors Total Interiors Exteriors Total Germany Benelux Ireland Poland Group
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
--------------- ---------- ---------- ------- ---------- ---------- ------- -------- -------- -------- ------- --------
Statutory and
underlying
revenue for
the period
to 30 June
2022 331.9 224.0 555.9 111.2 239.8 351.0 224.5 56.1 55.9 115.1 1,358.5
Statutory
revenue
for the
period to
30 June 2021 239.3 199.2 438.5 101.1 206.4 307.5 194.3 47.1 37.3 83.5 1,108.2
% change year
on
year:
Underlying
revenue 38.7% 12.4% 26.8% 10.0% 16.2% 14.1% 15.5% 19.1% 49.9% 37.8% 22.6%
Impact of
currency - - - 2.7% 2.9% 2.9% 2.9% 3.0% 3.7% 6.9% 2.1%
Impact of
acquisitions (17.3)% - (9.4)% - - - - - - (3.7)%
Impact of
working
days 2.3% 1.0% 1.6% - (0.9)% (0.6)% (1.0)% (2.0)% 1.3% (1.2)% 0.2%
--------------- ---------- ---------- ------- ---------- ---------- ------- -------- -------- -------- ------- --------
Like-for-like
sales 23.7% 13.4% 19.0% 12.7% 18.2% 16.4% 17.4% 20.1% 54.9% 43.5% 21.2%
--------------- ---------- ---------- ------- ---------- ---------- ------- -------- -------- -------- ------- --------
INDEPENDENT REVIEW REPORT TO SIG PLC
Conclusion
We have been engaged by the Company to review the condensed set
of financial statements in the half-yearly financial report for the
six months ended 30 June 2022 which comprises the Condensed
Consolidated Income Statement, the Condensed Consolidated Statement
of Comprehensive Income, the Condensed Consolidated Balance Sheet,
the Condensed Consolidated Cash Flow Statement, the Condensed
Consolidated Statement of Changes in Equity, and the related
explanatory notes 1 to 19. We have read the other information
contained in the half yearly financial report and considered
whether it contains any apparent misstatements or material
inconsistencies with the information in the condensed set of
financial statements.
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 30
June 2022 is not prepared, in all material respects, in accordance
with UK adopted International Accounting Standard 34 and the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with International
Standard on Review Engagements 2410 (UK) "Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity" issued by the Auditing Practices Board. A review of interim
financial information consists of making enquiries, primarily of
persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does
not enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
As disclosed in note 1, the annual financial statements of the
group will be prepared in accordance with UK adopted international
accounting standards. The condensed set of financial statements
included in this half-yearly financial report has been prepared in
accordance with UK adopted International Accounting Standard 34,
"Interim Financial Reporting".
Conclusions Relating to Going Concern
Based on our review procedures, which are less extensive than
those performed in an audit as described in the Basis of Conclusion
section of this report, nothing has come to our attention to
suggest that management have inappropriately adopted the going
concern basis of accounting or that management have identified
material uncertainties relating to going concern that are not
appropriately disclosed.
This conclusion is based on the review procedures performed in
accordance with this ISRE, however future events or conditions may
cause the entity to cease to continue as a going concern.
Responsibilities of the directors
The directors are responsible for preparing the half-yearly
financial report in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority.
In preparing the half-yearly financial report, the directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the review of the financial
information
In reviewing the half-yearly report, we are responsible for
expressing to the Company a conclusion on the condensed set of
financial statements in the half-yearly financial report. Our
conclusion, including our Conclusions Relating to Going Concern,
are based on procedures that are less extensive than audit
procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
This report is made solely to the company in accordance with
guidance contained in International Standard on Review Engagements
2410 (UK) "Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" issued by the Financial
Reporting Council. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the
company, for our work, for this report, or for the conclusions we
have formed.
Ernst & Young LLP
London
08 August 2022
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END
IR SSAESAEESEFA
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