TIDMSHI
RNS Number : 5720I
SIG PLC
08 August 2023
8 August 2023
SIG plc
Results for the six months to 30 June 2023
SIG plc ("SIG", "the Group" or "the Company") today announces
its half year results for the six months ended 30 June 2023 ("H1
2023" or "the period").
H1 2023 H1 2022
-------------------------- ------------ ------------
Revenue GBP1,423.4m GBP1,358.5m
LFL(1) sales growth (0.2)% 21.2%
Gross margin 25.6% 26.2%
Underlying(2) operating GBP32.7m GBP42.5m
profit
Underlying(2) operating
margin 2.3% 3.1%
Underlying(2) profit GBP15.0m GBP28.9m
before tax
Underlying(2) earnings
per share 0.6p 1.6p
Net debt GBP468.8m GBP431.8m
Net debt (pre-IFRS 16) GBP176.2m GBP164.4m
-------------------------- ------------ ------------
Statutory results H1 2023 H1 2022
-------------------------- ------------ ------------
Revenue GBP1,423.4m GBP1,358.5m
Operating profit GBP30.0m GBP39.8m
Profit before tax GBP12.2m GBP26.2m
Total profit after tax GBP4.7m GBP15.9m
Basic earnings per share 0.4p 1.4p
-------------------------- ------------ ------------
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 relate to the amortisation of acquired intangibles,
impairment charges, costs related to acquisitions, cloud computing
configuration and customisation costs and other specific items.
Financial highlights
-- Group revenue of GBP1,423m, representing flat
like-for-like(1) ("LFL") revenue versus prior year, reflecting
volume declines offset by input price inflation:
o Weaker trading conditions across all geographies
o Inflation tailwinds moderated as expected
-- Group underlying operating profit of GBP33m with operating margin of 2.3%
-- Disciplined cash management; net debt of GBP468.8m post--IFRS 16 and GBP176.2m pre--IFRS 16
Operational highlights
-- Resilient LFL revenue performance by our largest Operating
Companies in challenging markets, with UK Interiors up 4% and
France Exteriors up 2%
-- Margins temporarily impacted by challenging market conditions
and higher than normal operating cost inflation, but resilient in
France at c5%, and Germany and UK Interiors improving margins
year-over-year
-- Continuing progress in all geographies in improving
underlying operational performance in H1, with initiatives focusing
on delivering an improved operating margin in near and medium
term
-- Strategic actions taken over last three years mean that the
Group is in a strong position, operationally and financially, to
navigate current markets
Outlook
-- Market conditions expected to remain challenging across the
Group's geographic end markets in the second half, alongside
further moderation in price inflation
-- Second half expected to see greater benefit from productivity
initiatives, and the Group's full year underlying operating profit
is expected to be in line with the Board's recently revised
guidance
-- Strong positive free cash flow expected in H2 as seasonal
working capital unwinds and working capital discipline continues to
deliver benefits
-- Board remains confident in improving the Group's operating margin to 5% in the medium term
The Group will hold a Capital Markets presentation in London on
23 November 2023, including an update on strategy from CEO Gavin
Slark, who joined the company in February 2023. Further details for
investors and analysts will follow in due course.
Commenting, Gavin Slark, Chief Executive Officer, said:
"Our performance in the first half reflects the challenging
market conditions we are currently facing, with the Group's LFL
revenue growth flat year-on-year. Despite these conditions, I'm
very pleased with the progress we are making on many fronts to
improve the business, notably with the initiatives across our
Operating Companies to improve our ability to drive higher levels
of profitable growth when market conditions recover. In the first
half these initiatives reflected a continuing focus on our people,
our branches, and our productivity, creating a platform that will
allow us to capture and maximise the significant opportunities I
see for the medium term.
"Looking ahead, while we expect market conditions in the second
half to remain difficult, we remain confident the business will
grasp the opportunities it has to continue to improve its
underlying operational performance. This will, in turn, deliver
higher levels of profitability as we drive towards our medium-term
margin target of 5%. The Group is financially and commercially well
placed to drive meaningful shareholder value in the medium and long
term."
A live presentation and Q&A session, hosted by Gavin Slark,
CEO, and Ian Ashton, CFO, will take place at 10am UK time today at
the offices of FTI Consulting. The presentation and Q&A session
will be webcast live, and a recording of both will be available
after the event.
Please click the link below to join the webcast:
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Or One tap mobile (for iOS devices - any country):
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Or join by phone: Dial (for higher quality, dial a number based
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901 7895 or +44 208 080 6591 or +44 208 080 6592 or +44 330 088
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386 347 5053 or +1 408 638 0968
Webinar ID: 826 4249 1049
International numbers available:
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Enquiries
+44 (0) 114 285
SIG plc 6300
Gavin Slark Chief Executive Officer
Ian Ashton Chief Financial Officer
Sarah Ogilvie Head of Investor Relations
+44 (0) 20 3727
FTI Consulting Richard Mountain 1340
Joint brokers
to SIG
+44 (0) 20 7418
Peel Hunt LLP Mike Bell / Charles Batten 8900
+44 (0) 20 7597
Investec Bank plc Bruce Garrow / David Anderson 5970
OPERATIONAL REVIEW
Strategic progress
We operate across six European geographies with a total branch
network of c440 sites and over 7,000 people. During the first half
of 2023, we have continued with a number of internal programmes
across these geographies focused on improving our Group operating
margin to 5% in the medium term. While market conditions have
provided a near-term headwind to margin improvement, the initial
effects of these initiatives have partially offset the negative
impact in the period of demand weakness and operating cost
inflation. We will continue to prioritise these initiatives in the
second half and, as we manage through the economic cycle, we expect
further benefits from the focus on branch performance, on
efficiency and productivity, and on our high levels of employee
engagement.
In the UK our Exteriors business has continued its programme of
upgrading and refreshing its branches and retail counters, and
launched new branch and employee recognition schemes in H1 to
continue to support and drive performance. The business also
continued to expand its solar category offering. In the UK
Interiors business, we have been embedding new IT tools to support
branch sales and margin, continuing initiatives to develop product
mix into higher margin categories, and working to further improve
employee engagement. The UK Interiors margin has continued to
improve, increasing by 0.6% over H1 2022, despite the demand
backdrop, and this reflects the progress made with initiatives such
as these as well as the changes that have taken place over the last
two years. We are confident that this business will continue to
deliver further margin improvement over time, especially when
demand normalises.
In France, Larivière, our specialist roofing business, has made
good progress on product category expansion to support medium term
margin improvement. In H1, Larivière expanded products in own-brand
lines in slate and our Irondel range of products, and expanded its
solar product offering. In LiTT, our French Interiors business, we
have continued to focus on performance management across the branch
network and sales execution along with employee engagement. Over
the past two years we have upgraded the branch network across LiTT,
including opening new branches and making some strategic branch
relocations to capture growth in new areas. In the period we also
focused on driving up sales and performance at these new and
refreshed locations.
In Germany, we have continued to focus on branch performance and
operational productivity metrics, as well as further developing our
product mix in technical insulation and flooring. In our smaller
Operating Companies (Ireland, Poland and Benelux) strategic
development initiatives have included new higher margin category
sourcing in Ireland, and in Poland the further development of
operational productivity tools and a continued focus on maintaining
very strong employee engagement. In Benelux our new Managing
Director starts in October and we are confident he will build on
recent early progress and reinvigorate that business.
Trading overview
Group LFL revenue was flat year--on--year in the period, with
the continued positive tailwind from input price inflation being
offset by lower volumes. The overall impact of inflation added an
estimated 9% to Group revenue growth in the period. As expected,
the year-on-year impact of price inflation moderated during H1
compared to the impact during 2022, as we annualise some of the
significant prior year price increases.
Reported Group revenue was 5% higher in the period, including 3%
from acquisitions, together with 2% in aggregate from movements in
exchange rates and working days.
1 January to 30 June
2023
Revenue LFL growth GBPm
UK Interiors 4% 382
UK Exteriors (2)% 221
UK 1% 603
---------------------- ----------- ------
France Interiors 1% 116
France Exteriors 2% 250
Germany 0% 235
Poland (9)% 110
Benelux 7% 62
Ireland (18)% 47
EU (1)% 820
---------------------- ----------- ------
Group 0% 1,423
---------------------- ----------- ------
Market conditions were challenging through H1 across both our EU
based businesses (58% of revenue) and in the UK (42% of revenue).
This included a softening in demand in France in the last two
months of the period, when product volumes to new-build
construction projects were weaker in both residential and
commercial. Despite that, we reported positive sales growth in both
of our French businesses. Demand was also notably weaker in Germany
in May and June, which was caused by softness in new-build markets.
This has included commercial new-build, the majority of our
end-market in Germany.
In the UK, our Interiors business experienced weaker market
demand, most notably in residential new-build, but continued to
improve its competitive position. The business also services the
commercial and public building sectors, which were slightly less
impacted than residential. UK Exteriors also experienced weaker
volumes, but was also up against particularly strong comparators,
notably in its Building Solutions business.
Volumes and market conditions were notably weaker in Poland and
Ireland over the period as a whole, with both also coming up
against especially strong prior year comparators. Our Benelux
business continued the gradual recovery of market share lost over
previous years.
Whilst we remain focused on ensuring the Group is positioned to
capture the long-term growth opportunities across our markets, in
the first half we have also ensured we are operating as efficiently
as possible during the current period of market weakness. We will
continue to focus on cost discipline and on ensuring that we have
the appropriate level of cost and investment in place, in the right
areas.
Outlook
As previously reported in our Trading Update on 5 July 2023, we
expect weak and uncertain demand conditions throughout the rest of
the year, along with a continued, but further moderating, revenue
tailwind from input price inflation.
We continue to expect the second half to benefit from ongoing
productivity initiatives and an expected profit of around GBP3m on
one specific property move. The Group's full year underlying
operating profit is therefore expected to be in line with the
Board's recently revised guidance .
Across the remainder of the year and beyond, we will continue to
progress the strategic and operational initiatives which underpin
our ambition for the Group.
As a European market leader in the supply of specialist
insulation, and with 80% of the Group's sales covering insulation
and the wider building envelope, we are well--positioned to benefit
from long--term structural growth drivers, notably sustainable
construction and decarbonisation of buildings. We also remain
confident in our ability to further grow our market positions, and
to improve our profitability when market conditions recover. The
Board remains confident in our growth path to 5% operating margin
in the medium term.
FINANCIAL REVIEW
Revenue
Group revenue of GBP1,423m (H1 2022: GBP1,359m) was 5% higher on
a reported basis, including 3% from acquisitions, 2% from movements
on exchange rates and only a marginal impact from differences in
numbers of working days. LFL revenue was flat year-on-year in the
period, with the pass through of product price inflation being
offset by volume declines in the majority of our key markets. We
estimate the impact of inflation on revenue growth for the half
year was approximately 9%, with this impact reducing during the
period.
Profit
Underlying and statutory gross profit increased 2.6% to
GBP364.8m (H1 2022: GBP355.7m) with a resilient gross profit margin
of 25.6% (H1 2022: 26.2 %). The slight reduction in gross margin
was due partly to strong comparatives, especially in our UK
Exteriors business, and also pricing pressure in the current
difficult demand environment. We are confident the businesses are
managing these dynamics effectively.
The Group's underlying operating costs were GBP332.1m (H1 2022:
GBP 313.2m). The increase was primarily due to the impact of
inflation on operating costs, with the biggest impact being on
wages and salaries, and property and energy costs.
As a result, Group underlying operating profit was GBP32.7m (H1
2022: GBP42.5m), at an operating margin of 2.3% (H1 2022: 3.1%).
Reported operating profit was GBP30.0m (H1 2022: GBP39.8m) after
Other items of GBP2.7m (H1 2022: GBP2.7m), which are set out
further below.
Segmental analysis
UK
Underlying Underlying
Underlying Underlying operating operating
revenue revenue profit profit
H1 2023 H1 2022 LFL sales H1 2023 H1 2022
GBPm GBPm H1 2023 GBPm GBPm
------------- ---------- ---------- --------- ---------- ----------
UK Interiors 381.6 331.9 4% 6.6 3.8
UK Exteriors 221.1 224.0 (2)% 6.0 11.1
------------- ---------- ---------- --------- ---------- ----------
UK 602.7 555.9 1% 12.6 14.9
------------- ---------- ---------- --------- ---------- ----------
Reported revenue in UK Interiors, a specialist insulation and
interiors distribution business, increased by 15% to GBP381.6m (H1
2022: GBP331.9m). This included 10% from the acquisition of Miers
in 2022, as well as a 1% impact from working days. LFL revenue grew
4% supported by a strengthened market position and from input price
inflation. The higher revenue drove an operating profit of GBP6.6m
for the half year (H1 2022: GBP3.8m) with the business benefiting
from driving higher sales through the existing branch network
capacity.
Reported revenue in UK Exteriors, a specialist roofing merchant,
which also includes our Building Solutions business, declined by
1%, with LFL revenue down 2% to GBP221.1m (H1 2022: GBP224.0m).
This was due mainly to reduced demand in the RMI market, though
still benefiting from purchase price inflation. The decrease in
revenue, together with a reduction in gross margin, partly due to
high prior year comparators, and operating cost inflation, resulted
in a reduction in operating profit to GBP6.0m (H1 2022:
GBP11.1m).
France
Underlying Underlying
Underlying Underlying operating operating
revenue revenue profit profit
H1 2023 H1 2022 LFL sales H1 2023 H1 2022
GBPm GBPm H1 2023 GBPm GBPm
----------------- ---------- ---------- --------- ---------- ----------
France Interiors 116.4 111.2 1% 6.4 7.4
France Exteriors 249.7 239.8 2% 12.1 15.3
----------------- ---------- ---------- --------- ---------- ----------
France 366.1 351.0 1% 18.5 22.7
----------------- ---------- ---------- --------- ---------- ----------
France Interiors, a structural insulation and interiors business
trading as LiTT, saw reported revenue increase by 5% to GBP116.4m
(H1 2022: GBP111.2m), and by 1% on a LFL basis. This was driven by
continued input price inflation pass through. Revenue growth was
offset by increased margin pressure and higher operating costs and
these resulted in a GBP1.0m decrease in operating profit to GBP6.4m
(H1 2022: GBP7.4m).
Reported revenue in France Exteriors, a specialist roofing
business trading as Larivière, increased 4% to GBP249.7m (H1 2022:
GBP239.8m), and by 2% on a LFL basis. Revenue benefited from pass
through of input price inflation, while demand and volumes were
lower due to reduction in consumer spending following interest rate
increases, as well as softening of the new build market. The
increase in revenue was offset by a reduction in some supplier
rebates due to lower volumes and increased operating costs due to
inflation, resulting in an operating profit decrease of GBP3.2m to
GBP12.1m (H1 2022: GBP15.3m). During H2 the Larivière business will
move into a new leased headquarters in Angers, which will better
support the needs of the business going forward. We have owned the
existing office building in Angers for many years, and the sale of
it will result in an expected profit on disposal in H2 of around
GBP3m.
Germany
Underlying Underlying LFL sales Underlying Underlying
revenue revenue H1 2023 operating operating
H1 2023 H1 2022 profit profit
GBPm GBPm H1 2023 H1 2022
GBPm GBPm
-------- ---------- ---------- --------- ---------- ----------
Germany 234.8 224.5 0% 9.6 8.3
-------- ---------- ---------- --------- ---------- ----------
Reported revenue in WeGo/VTi, our specialist insulation and
interiors distribution business in Germany, increased by 5% to
GBP234.8m (H1 2022: GBP224.5m). This included a 1% impact from the
acquisition of Thermodämm in 2022. LFL revenue was flat
year-on-year, with pass through of input price inflation wholly
offset by a decline in volumes, reflecting weaker market
conditions, particularly in new build. Good margin management
resulted in an improved operating profit of GBP9.6m (H1 2022:
GBP8.3m).
Poland
Underlying Underlying
Underlying Underlying operating operating
revenue revenue profit profit
H1 2023 H1 2022 LFL sales H1 2023 H1 2022
GBPm GBPm H1 2023 GBPm GBPm
------- ---------- ---------- --------- ---------- ----------
Poland 110.2 115.1 (9)% 2.7 5.9
------- ---------- ---------- --------- ---------- ----------
In our Polish business, a market leading distributor of
insulation and interiors, revenue decreased to GBP110.2m (H1 2022:
GBP115.1m), representing a 9% decline on a LFL basis, due to weaker
building activity overall and some modest input price deflation.
This, together with operating cost inflation, resulted in an
operating profit of GBP2.7m (H1 2022: GBP5.9m).
Benelux
Underlying Underlying
Underlying Underlying operating operating
revenue revenue (loss) (loss)
H1 2023 H1 2022 LFL sales H1 2023 H1 2022
GBPm GBPm H1 2023 GBPm GBPm
-------- ---------- ---------- --------- ---------- ----------
Benelux 62.1 56.1 7% (1.6) (1.7)
-------- ---------- ---------- --------- ---------- ----------
Reported revenue from the Group's business in Benelux increased
by 11% to GBP62.1m (H1 2022: GBP56.1m) with LFL revenue up 7%.
Revenue benefited from increased volumes as the business recovered
some market share from prior years' losses, while the turnaround of
the business remains in progress as operational issues are tackled.
Despite recent market share recovery, it continues to trade with
lower market share than it had previously. The first half
performance resulted in an operating loss of GBP1.6m (H1 2022:
GBP1.7m loss).
Ireland
Underlying Underlying
Underlying Underlying operating operating
revenue revenue profit profit
H1 2023 H1 2022 LFL sales H1 2023 H1 2022
GBPm GBPm H1 2023 GBPm GBPm
-------- ---------- ---------- --------- ---------- ----------
Ireland 47.5 55.9 (18)% 0.5 3.0
-------- ---------- ---------- --------- ---------- ----------
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.
Reported revenue decreased by 15% to GBP47.5m (H1 2022: GBP55.9m),
and by 18% on a LFL basis as a result of softening demand in the
Irish market, which was greater than we had anticipated. Operating
profit reduced as a result by GBP2.5m to GBP0.5m (H1 2022:
GBP3.0m), reflecting the lower revenue, combined with operating
cost inflation.
Reconciliation of underlying to statutory result
Other items, being items excluded from underlying results,
during the period amounted to GBP2.8m (H1 2022: GBP2.7m) on a
pre-tax basis and are summarised in the table below:
H1 2023 H1 2022
GBPm GBPm
--------------------------------------------------- ------- ---------
Underlying profit before tax 15.0 28.9
Other items - impacting profit before tax:
Amortisation of acquired intangibles (1.6) (2.4)
Costs related to acquisitions (1.4) (0.2)
Cloud computing configuration and customisation
costs (1.3) (0.8)
Onerous contract costs (0.2) -
Other specific items 1.8 0.7
Non-underlying finance costs (0.1) -
--------------------------------------------------- ------- ---------
Total Other items (2.8) (2.7)
--------------------------------------------------- ------- ---------
Statutory profit before tax 12.2 26.2
--------------------------------------------------- ------- ---------
Other items are disclosed separately in order to provide a
better indication of the underlying earnings of the Group. Further
details are provided in Note 4 of the Interim Financial
Statements.
Taxation
Tax for the six month period ended 30 June 2023 is determined
based on applying full year estimates of the annual effective tax
rate for individual jurisdictions to the underlying profit before
tax for the six month period. This results in a tax charge of 53.3%
on underlying profit before tax (30 June 2022: 36.3%; 31 December
2022: 27.9%).
Tax losses cannot be surrendered or utilised cross border, and
the Group is therefore subject to tax in some countries and not in
others. Tax losses in the UK and Benelux businesses are not
currently recognised as deferred tax assets, which impacts the
overall effective tax rate. The relative proportions of these
losses compared to the total Group underlying profit before tax is
also higher for H1 2023 compared to prior periods, and the
combination of these factors has led to the increase in the overall
average effective tax rate in the current period.
Pensions
The Group operates a number of pension schemes, four of which
provide defined benefits based upon pensionable salary. One of
these schemes has assets held in a separate trustee administered
fund, and three are overseas 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 2022 has been
updated to reflect current market conditions, and as a result an
actuarial gain of GBP0.1m 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
2023 is GBP21.0m (30 June 2022: GBP8.1m; 31 December 2022:
GBP23.0m), including GBP13.5m deficit in the UK scheme. The
movement in the period relates principally to the actuarial gain of
GBP0.1m together with the scheduled annual contribution in the UK
of GBP2.5m.
Financial position
Overall, the net assets of the Group increased by GBP5.3m to
GBP273.1m from GBP267.8m at 31 December 2022, with a cash position
at the period end of GBP106.3m (30 June 2022: GBP113.2m; 31
December 2022: GBP130.1m) and net debt (post-IFRS 16) of GBP468.8m
(30 June 2022: GBP431.8m; 31 December 2022: GBP444.0m). Net debt on
a pre-IFRS 16 basis was GBP176.2m (30 June 2022: GBP164.4m, 31
December 2022: GBP160.3m).
The movement in post--IFRS 16 net debt is due mainly to the
movement in cash noted below. An increase in net lease liabilities
and receivables of GBP8.3m due to lease renewals and extensions
mainly in the UK and Germany, is offset by a favourable currency
movement of GBP8.2m on bond debt. The movement in pre-IFRS net debt
is not affected by the movement on leases.
Cash flow
H1 2023 H1 2022
GBPm GBPm
----------------------------------------------- ------- -------
Underlying operating profit 32.7 42.5
----------------------------------------------- ------- -------
Add back: Depreciation 37.8 36.0
Add back: Amortisation 1.2 1.7
----------------------------------------------- ------- -------
Underlying EBITDA 71.7 80.2
----------------------------------------------- ------- -------
Increase in working capital (27.5) (42.0)
Repayment of lease liabilities (31.8) (31.1)
Capital expenditure (5.7) (6.9)
Cash exceptionals (2.8) (6.6)
Other 1.6 (2.4)
----------------------------------------------- ------- -------
Operating cash flow 5.5 (8.8)
----------------------------------------------- ------- -------
Interest and financing (17.1) (13.9)
Tax (8.7) (8.7)
----------------------------------------------- ------- -------
Free cash flow(1) (20.3) (31.4)
----------------------------------------------- ------- -------
Acquisitions (0.5) (0.9)
Investment in financial assets (1.0) -
Repayment of debt (0.4) (0.2)
Total cash flow (22.2) (32.5)
----------------------------------------------- ------- -------
Cash and cash equivalents at beginning of the
period 130.1 145.1
Effect of foreign exchange rate changes (1.6) 0.6
----------------------------------------------- ------- -------
Cash and cash equivalents at end of the period 106.3 113.2
----------------------------------------------- ------- -------
1. 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 an improved free cash
outflow of GBP20.3m (H1 2022: GBP31.4m outflow) on a year-on-year
basis. This improvement was a result of the lower underlying
operating profit in the period being more than offset by a lower
seasonal movement in working capital, a result of continued
discipline in working capital and cash management. Capex during the
period was GBP5.7m (H1 2022: GBP6.9m). "Other" included the add
back of non-cash P&L items and provision movements of GBP0.8m,
and proceeds on sale of property, plant and equipment of
GBP0.8m.
The key factors driving the working capital result in the period
were the usual sales seasonality, lower volumes year-on-year and
year-over-year inflation.
Financing and funding
The Group's debt funding comprises EUR300m of 5.25% fixed rate
senior secured notes and an RCF of GBP90m. These mature and expire
in November 2026 and May 2026 respectively. The secured notes are
subject to incurrence-based covenants only, and the RCF has a
leverage maintenance covenant set at 4.75x which only applies if
the facility is over 40% drawn at a quarter end reporting date. The
RCF was undrawn at 30 June 2023.
The Group's liquidity position remained robust throughout H1
2023, and at the end of the period stood at GBP196m, consisting of
cash of GBP106m and the GBP90m undrawn RCF noted above. On the
basis of current forecasts the Group is expected to remain in
compliance with all banking covenants throughout the forecast
period to 30 September 2024.
Dividend
No interim dividend will be paid for 2023. 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 appropriate 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
Gavin Slark Ian Ashton
Director Director
07 August 2023 07 August 2023
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 2023 (unaudited)
Six months ended 30 June Six months ended 30 June
2023 2022 Year ended 31 December 2022
Other Other Other
Underlying(1) items(2) Total Underlying(1) items(2) Total Underlying(1) items(2) Total
Note GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------ ----- -------------- --------- ---------- -------------- --------- ---------- -------------- --------- ----------
Revenue 2 1,423.4 - 1,423.4 1,358.5 - 1,358.5 2,744.5 - 2,744.5
Cost of sales (1,058.6) - (1,058.6) (1,002.8) - (1,002.8) (2,033.5) - (2,033.5)
------------------ ----- -------------- --------- ---------- -------------- --------- ---------- -------------- --------- ----------
Gross profit 364.8 - 364.8 355.7 - 355.7 711.0 - 711.0
Other operating
expenses (327.2) (3.8) (331.0) (306.1) (2.7) (308.8) (614.3) (22.0) (636.3)
Impairment losses
on financial
assets(3) (4.9) 1.1 (3.8) (7.1) - (7.1) (16.5) (2.0) (18.5)
------------------ ----- -------------- --------- ---------- -------------- --------- ---------- -------------- --------- ----------
Operating
profit/(loss) 3 32.7 (2.7) 30.0 42.5 (2.7) 39.8 80.2 (24.0) 56.2
Finance income 5 1.4 - 1.4 0.5 - 0.5 1.3 - 1.3
Finance costs 5 (19.1) (0.1) (19.2) (14.1) - (14.1) (29.9) (0.1) (30.0)
------------------ ----- -------------- --------- ---------- -------------- --------- ---------- -------------- --------- ----------
Profit/(loss)
before
tax 15.0 (2.8) 12.2 28.9 (2.7) 26.2 51.6 (24.1) 27.5
Income tax
(expense)/credit 6 (8.0) 0.5 (7.5) (10.5) 0.2 (10.3) (14.4) 2.4 (12.0)
------------------ ----- -------------- --------- ---------- -------------- --------- ---------- -------------- --------- ----------
Profit/(loss)
after
tax 7.0 (2.3) 4.7 18.4 (2.5) 15.9 37.2 (21.7) 15.5
------------------ ----- -------------- --------- ---------- -------------- --------- ---------- -------------- --------- ----------
Attributable to:
Equity holders of
the Company 7.0 (2.3) 4.7 18.4 (2.5) 15.9 37.2 (21.7) 15.5
------------------ ----- -------------- --------- ---------- -------------- --------- ---------- -------------- --------- ----------
Earnings per
share
Basic 7 0.4p 1.4p 1.3p
Diluted 7 0.4p 1.3p 1.3p
------------------ ----- -------------- --------- ---------- -------------- --------- ---------- -------------- --------- ----------
(1) Underlying represents the results before Other items.
(2) 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.
(3) Impairment losses on financial assets (trade receivables and
lease receivables), as determined in accordance with IFRS 9
Financial Instruments, previously included in other operating
expenses in the period ended 30 June 2022, are shown separately,
and the prior year comparative for the period ended 30 June 2022
has been updated to present on a consistent basis.
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2023 (unaudited)
Six months
ended Six months Year ended
30 June ended 31 December
2023 30 June 2022 2022
GBPm GBPm GBPm
--------------------------------------- ----------- -------------- -------------
Profit after tax 4.7 15.9 15.5
Items that will not subsequently
be reclassified to the Consolidated
Income Statement:
Remeasurement of defined benefit
pension liability (Note 13) 0.1 0.6 (14.3)
Deferred tax movement associated
with remeasurement of defined
benefit pension liability - - (0.5)
0.1 0.6 (14.8)
Items that may subsequently
be reclassified to the Consolidated
Income Statement:
Exchange difference on retranslation
of foreign currency goodwill
and intangibles (1.5) 1.3 2.7
Exchange difference on retranslation
of foreign currency net investments
(excluding goodwill and intangibles) (6.3) 3.4 11.5
Exchange and fair value movements
associated with borrowings
and derivative financial instruments 8.3 (6.1) (13.9)
Gains and losses on cash flow
hedges (1.7) 1.7 1.6
Transfer to profit and loss
on cash flow hedges (1.0) - 0.2
---------------------------------------- ----------- -------------- -------------
(2.2) 0.3 2.1
Other comprehensive (expense)/income (2.1) 0.9 (12.7)
---------------------------------------- ----------- -------------- -------------
Total comprehensive income 2.6 16.8 2.8
---------------------------------------- ----------- -------------- -------------
Attributable to:
Equity holders of the Company 2.6 16.8 2.8
---------------------------------------- ----------- -------------- -------------
Condensed Consolidated Balance Sheet
As at 30 June 2023 (unaudited)
30 June 30 June 31 December
2023 2022 2022
Restated(1)
Note GBPm GBPm GBPm
---------------------------------- ----- -------- -------- ------------
Non-current assets
Property, plant and equipment 66.6 68.4 68.8
Right-of-use assets 277.1 258.5 265.9
Goodwill 133.3 121.2 134.8
Intangible assets 20.0 12.9 22.8
Lease receivables 2.7 1.4 1.2
Deferred tax assets 4.8 4.0 3.3
Non-current financial assets 11 0.2 0.2 0.4
Retirement benefit surplus 13 - 0.9 -
504.7 467.5 497.2
---------------------------------- ----- -------- -------- ------------
Current assets
Inventories 290.4 277.7 270.6
Lease receivables 1.0 0.1 0.1
Trade and other receivables 488.1 490.1 432.6
Current tax assets 1.9 0.6 0.9
Current financial assets 11 1.3 1.4 1.6
Cash at bank and on hand 106.3 113.2 130.1
889.0 883.1 835.9
---------------------------------- ----- -------- -------- ------------
Total assets 1,393.7 1,350.6 1,333.1
---------------------------------- ----- -------- -------- ------------
Current liabilities
Trade and other payables 483.1 475.3 425.0
Lease liabilities 60.6 54.3 56.5
Interest-bearing loans and
borrowings 0.8 - 0.8
Deferred consideration 0.2 1.0 0.7
Other financial liabilities - 0.8 -
Derivative financial instruments 11 1.0 - -
Current tax liabilities 6.9 5.9 5.8
Provisions 7.3 13.6 9.6
559.9 550.9 498.4
---------------------------------- ----- -------- -------- ------------
Non-current liabilities
Lease liabilities 257.8 236.0 251.2
Interest-bearing loans and
borrowings 257.7 256.0 266.1
Deferred consideration 1.8 - 1.8
Derivative financial instruments 11 0.2 - 0.1
Other payables 3.1 3.8 7.4
Retirement benefit obligations 13 21.0 9.0 23.0
Provisions 19.1 15.4 17.3
560.7 520.2 566.9
---------------------------------- ----- -------- -------- ------------
Total liabilities 1,120.6 1,071.1 1,065.3
---------------------------------- ----- -------- -------- ------------
Net assets 273.1 279.5 267.8
---------------------------------- ----- -------- -------- ------------
Capital and reserves
Called up share capital 12 118.2 118.2 118.2
Treasury shares (16.4) (16.4) (16.4)
Capital redemption reserve 0.3 0.3 0.3
Share option reserve 11.3 6.3 8.6
Hedging and translation reserves 2.3 2.7 4.5
Cost of hedging reserve 0.1 0.1 0.1
Merger reserve 92.5 92.5 92.5
Retained profits 64.8 75.8 60.0
Attributable to equity holders
of the Company 273.1 279.5 267.8
---------------------------------- ----- -------- -------- ------------
Total equity 273.1 279.5 267.8
---------------------------------- ----- -------- -------- ------------
(1) The Condensed Consolidated Balance Sheet at 31 December 2022
has been restated as a result of the finalisation of the
acquisition accounting fair values, as explained in Note 1.
Condensed Consolidated Cash Flow Statement
For the six months ended 30 June 2023 (unaudited)
Six months
ended Six months Year ended
30 June ended 31 December
2023 30 June 2022 2022
Note GBPm GBPm GBPm
-------------------------------------- ----- ----------- -------------- -------------
Net cash flow from operating
activities
Cash generated from operating
activities 9 42.2 32.7 132.3
Income tax paid (8.7) (8.7) (14.3)
-------------------------------------- ----- ----------- -------------- -------------
Net cash generated from operating
activities 33.5 24.0 118.0
-------------------------------------- ----- ----------- -------------- -------------
Cash flows from investing
activities
Finance income received 1.4 0.5 1.3
Purchase of property, plant
and equipment and computer
software (5.7) (6.9) (14.5)
Initial direct costs of right-of-use
assets - - (0.8)
Proceeds from sale of property,
plant and equipment 0.8 0.5 0.8
Net cash flow on the purchase
of businesses - - (26.0)
Settlement of amounts payable
for previous purchases of
businesses 8 (0.5) (0.9) (1.3)
Investment in financial assets (1.0) - (0.2)
-------------------------------------- ----- ----------- -------------- -------------
Net cash used in investing
activities (5.0) (6.8) (40.7)
-------------------------------------- ----- ----------- -------------- -------------
Cash flows from financing
activities
Finance costs paid (18.5) (14.4) (30.1)
Repayment of lease liabilities (31.8) (31.1) (60.1)
Repayment of borrowings (0.4) (0.2) (1.4)
Acquisition of treasury shares - (4.0) (4.0)
-------------------------------------- ----- ----------- -------------- -------------
Net cash used in financing
activities (50.7) (49.7) (95.6)
-------------------------------------- ----- ----------- -------------- -------------
Decrease in cash and cash
equivalents in the period 10 (22.2) (32.5) (18.3)
-------------------------------------- ----- ----------- -------------- -------------
Cash and cash equivalents
at beginning of the period 130.1 145.1 145.1
Effect of foreign exchange
rate changes (1.6) 0.6 3.3
-------------------------------------- ----- ----------- -------------- -------------
Cash and cash equivalents
at end of the period 106.3 113.2 130.1
-------------------------------------- ----- ----------- -------------- -------------
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2023 (unaudited)
Called
up Treasury Capital Share Hedging and Cost of
share shares redemption option translation hedging Merger Retained
capital reserve reserve reserve reserves reserve reserve profits Total
For the six
months ended 30
June 2023 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------ -------- --------- ----------- -------- ------------ -------- -------- --------- ------
At 1 January 2023 118.2 (16.4) 0.3 8.6 4.5 0.1 92.5 60.0 267.8
Profit after tax - - - - - - - 4.7 4.7
Other
comprehensive
(expense)/income - - - - (2.2) - - 0.1 (2.1)
------------------- -------- --------- ----------- -------- ------------ -------- -------- --------- ------
Total
comprehensive
(expense)/income - - - - (2.2) - - 4.8 2.6
Credit to share
option reserve - - - 2.7 - - - - 2.7
------------------- -------- --------- ----------- -------- ------------ -------- -------- --------- ------
At 30 June 2023 118.2 (16.4) 0.3 11.3 2.3 0.1 92.5 64.8 273.1
------------------- -------- --------- ----------- -------- ------------ -------- -------- --------- ------
Called
up Treasury Capital Share Hedging and Cost of
share shares redemption option translation hedging Merger Retained
capital reserve reserve reserve reserves reserve reserve profits Total
For the six
months ended
30 June 2022 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 Treasury Capital Share Hedging and Cost of Retained
share shares redemption option translation hedging Merger (losses)/
capital reserve reserve reserve reserves reserve reserve profits Total
For the year
ended 31 December
2022 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 - - - - - - - 15.5 15.5
Other
comprehensive
income/(expense) - - - - 2.1 - - (14.8) (12.7)
------------------- -------- --------- ----------- -------- ------------ -------- -------- ---------- -------
Total
comprehensive
income - - - - 2.1 - - 0.7 2.8
Purchase of
treasury shares - (4.0) - - - - - - (4.0)
Credit to share
option reserve - - - 4.4 - - - - 4.4
Settlement of
share options - 0.1 - (0.2) - - - - (0.1)
------------------- -------- --------- ----------- -------- ------------ -------- -------- ---------- -------
At 31 December
2022 118.2 (16.4) 0.3 8.6 4.5 0.1 92.5 60.0 267.8
------------------- -------- --------- ----------- -------- ------------ -------- -------- ---------- -------
The share option reserve represents the cumulative
equity-settled share option charge under IFRS 2 "Share-based
payment" less the value of any share options that have been
exercised.
The hedging and translation reserves represent 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 7 August 2023.
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 2022, which have
been applied consistently throughout the current and preceding
periods.
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 2023 and 30 June 2022 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 2022 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 149 to 150 of the 2022 Annual Report
and Accounts are considered to continue and be consistently
applied.
Restatement of 2022 Consolidated Balance Sheet
The fair values of the identifiable assets and liabilities
acquired in relation to the acquisition of Miers Construction
Products Limited in 2022 have been finalised during the period.
This resulted in a decrease in the current tax asset of GBP0.3m, an
increase in the current tax liability of GBP0.3m and a
corresponding increase in the goodwill recognised of GBP0.6m (see
Note 8). This has been accounted for retrospectively and the
Condensed Consolidated Balance Sheet at 31 December 2022 has been
restated to reflect this. This had no impact on profit or loss,
cash flows or net assets for the year ended or as at 31 December
2022.
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
for the period to 30 September 2024. 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 as at 30 June 2023.
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;
-- Potentially recessionary conditions in the coming year; and
-- Material shortages impacting our ability to meet demand and
hence having an impact on forecast sales.
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. Under a scenario
including a combination of the above, resulting in a 66% reduction
in underlying operating profit from the base forecast for the going
concern period, the analysis shows that sufficient cash would be
available without triggering a covenant breach.
The Directors have considered the impact of climate related
matters on the going concern assessment and this is not expected to
have a significant impact on the Group's going concern assessment
to 30 September 2024.
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 2024 and the Directors
therefore consider it appropriate to continue to adopt the going
concern basis in preparing the 2023 Condensed Interim Financial
Statements.
New standards, interpretations and amendments adopted by the
Group
Several amendments apply for the first time in 2023 but do not
have an impact on the Condensed Interim Financial Statements of the
Group. The Group has adopted the Amendments to IAS12 "International
Tax Reform: Pillar Two Model Rules" issued in May 2023 and has
applied the temporary mandatory exception from recognising and
disclosing information about deferred tax assets and liabilities
related to Pillar Two income taxes. 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 2023 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Type of product
Interiors 381.6 - 381.6 116.4 - 116.4 234.8 62.1 30.5 110.2 - 935.6
Exteriors - 221.1 221.1 - 249.7 249.7 - - 17.0 - - 487.8
Inter-segment
revenue(1) 3.3 1.1 4.4 - 7.7 7.7 - - - - (12.1) -
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Total underlying
and statutory
revenue 384.9 222.2 607.1 116.4 257.4 373.8 234.8 62.1 47.5 110.2 (12.1) 1,423.4
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Nature of revenue
Goods for resale
(recognised at
point
in time) 384.9 222.2 607.1 116.4 257.4 373.8 234.8 62.1 44.9 110.2 (12.1) 1,420.8
Construction
contracts
(recognised over
time) - - - - - - - - 2.6 - - 2.6
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Total 384.9 222.2 607.1 116.4 257.4 373.8 234.8 62.1 47.5 110.2 (12.1) 1,423.4
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
(1) 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 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(1) 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
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
(1) 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
Year ended 31
December
2022 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------ ---------- ---------- -------- ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Type of product
Interiors 702.6 - 702.6 218.4 - 218.4 457.8 115.9 66.7 230.7 - 1,792.1
Exteriors - 445.2 445.2 - 465.6 465.6 - - 41.6 - - 952.4
Inter-segment
revenue(1) 5.5 2.7 8.2 0.1 9.7 9.8 0.1 - - 0.1 (18.2) -
------------------ ---------- ---------- -------- ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Total underlying
and statutory
revenue 708.1 447.9 1,156.0 218.5 475.3 693.8 457.9 115.9 108.3 230.8 (18.2) 2,744.5
------------------ ---------- ---------- -------- ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Nature of revenue
Goods for resale
(recognised at
point
in time) 708.1 447.9 1,156.0 218.5 475.3 693.8 457.9 115.9 102.6 230.8 (18.2) 2,738.8
Construction
contracts
(recognised over
time) - - - - - - - - 5.7 - - 5.7
------------------ ---------- ---------- -------- ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Total 708.1 447.9 1,156.0 218.5 475.3 693.8 457.9 115.9 108.3 230.8 (18.2) 2,744.5
------------------ ---------- ---------- -------- ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
(1) 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 2023 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
---------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Revenue
Underlying and
statutory
revenue 381.6 221.1 602.7 116.4 249.7 366.1 234.8 62.1 47.5 110.2 - 1,423.4
Inter-segment
revenue(1) 3.3 1.1 4.4 - 7.7 7.7 - - - - (12.1) -
Total revenue 384.9 222.2 607.1 116.4 257.4 373.8 234.8 62.1 47.5 110.2 (12.1) 1,423.4
---------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Segment result
before
Other items 6.6 6.0 12.6 6.4 12.1 18.5 9.6 (1.6) 0.5 2.7 - 42.3
Amortisation of
acquired
intangibles (1.2) (0.3) (1.5) - - - (0.1) - - - - (1.6)
Acquisition
costs (1.4) - (1.4) - - - - - - - - (1.4)
Cloud computing
configuration
and
customisation
costs - - - - (0.3) (0.3) - (1.0) - - - (1.3)
Other specific
items 0.8 0.3 1.1 - (0.1) (0.1) - 0.8 - - - 1.8
---------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Segment
operating
profit/(loss) 4.8 6.0 10.8 6.4 11.7 18.1 9.5 (1.8) 0.5 2.7 - 39.8
---------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Parent company
costs (9.6)
Parent company
Other
items(2) (0.2)
---------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Operating
profit 30.0
Net finance
costs
before Other
items (17.7)
Non-underlying
finance
costs (0.1)
---------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Profit before
tax 12.2
Income tax
expense (7.5)
---------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Profit for the
period 4.7
---------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
(1) Inter-segment revenue is charged at the prevailing market
rates.
(2) Parent company Other items relates to onerous contract
costs. See Note 4 for further details.
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(1) 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)
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(2) 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
--------------- ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
(1) Inter-segment revenue is charged at the prevailing market
rates.
(2) Parent company Other items relates to other specific items
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
Year ended 31
December
2022 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
---------------- ---------- ---------- -------- ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Revenue
Underlying and
statutory
revenue 702.6 445.2 1,147.8 218.4 465.6 684.0 457.8 115.9 108.3 230.7 - 2,744.5
Inter-segment
revenue(1) 5.5 2.7 8.2 0.1 9.7 9.8 0.1 - - 0.1 (18.2) -
Total revenue 708.1 447.9 1,156.0 218.5 475.3 693.8 457.9 115.9 108.3 230.8 (18.2) 2,744.5
---------------- ---------- ---------- -------- ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Segment result
before
Other items 14.3 18.4 32.7 12.2 23.6 35.8 16.8 (3.0) 6.0 10.6 - 98.9
Amortisation of
acquired
intangibles (1.4) (3.2) (4.6) - (0.2) (0.2) 0.1 - - - - (4.7)
Impairment
charges - - - - - - - (15.8) - - - (15.8)
Acquisition
costs (2.2) - (2.2) (0.2) - (0.2) (0.1) - - - - (2.5)
Cloud computing
configuration
and
customisation
costs - - - (2.0) - (2.0) - (0.7) - - - (2.7)
Net
restructuring
costs - - - - - - - (0.4) - - - (0.4)
Other specific
items 1.0 - 1.0 - - - - - - - - 1.0
---------------- ---------- ---------- -------- ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Segment
operating
profit/(loss) 11.7 15.2 26.9 10.0 23.4 33.4 16.8 (19.9) 6.0 10.6 - 73.8
---------------- ---------- ---------- -------- ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Parent company
costs (18.7)
Parent company
Other
items(2) 1.1
---------------- ---------- ---------- -------- ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Operating
profit 56.2
Net finance
costs
before Other
items (28.6)
Non-underlying
finance
costs (0.1)
---------------- ---------- ---------- -------- ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Profit before
tax 27.5
Income tax
expense (12.0)
---------------- ---------- ---------- -------- ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
Profit for the
period 15.5
---------------- ---------- ---------- -------- ---------- ---------- ------- -------- -------- -------- ------- ------------- --------
(1) Inter-segment revenue is charged at the prevailing market
rates.
(2) Parent Company Other items include costs associated with
refinancing GBP0.4m, offset by credits relating to onerous
contracts GBP1.2m and other specific items GBP0.3m. See Note 4 for
further details.
UK UK UK France France France Total
Interiors Exteriors Total Interiors Exteriors Total Germany Benelux Ireland Poland Group
30 June 2023 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Assets
Segment assets 327.2 293.9 621.1 81.1 266.8 347.9 161.4 47.1 53.0 89.9 1,320.4
Unallocated
assets:
Property, plant
and
equipment 0.8
Derivative
financial
instruments 0.3
Cash and cash
equivalents 66.1
Other assets 6.1
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Consolidated
total
assets 1,393.7
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Liabilities
Segment
liabilities 280.7 143.1 423.8 75.8 158.3 234.1 95.1 25.6 27.8 45.6 852.0
Unallocated
liabilities:
Interest-bearing
loans and
borrowings 256.0
Derivative
financial
instruments 1.2
Other liabilities 11.4
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Consolidated
total
liabilities 1,120.6
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
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
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
31 December 2022 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Assets
Segment assets 287.7 271.9 559.6 81.4 255.2 336.6 150.8 46.7 57.8 82.7 1,234.2
Unallocated
assets:
Property, plant
and
equipment 0.9
Derivative
financial
instruments 1.8
Cash and cash
equivalents 91.1
Other assets 5.1
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Consolidated
total
assets 1,333.1
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Liabilities
Segment
liabilities 244.2 128.2 372.4 74.4 160.2 234.6 84.3 25.2 31.2 41.4 789.1
Unallocated
liabilities:
Interest-bearing
loans and
borrowings 264.0
Derivative
financial
instruments 0.1
Other liabilities 12.1
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
Consolidated
total
liabilities 1,065.3
------------------ ---------- ---------- ------ ---------- ---------- ------- -------- -------- -------- ------- --------
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
2023 30 June 2022 2022
GBPm GBPm GBPm
----------------------------------- ----------- -------------- -------------
Amortisation of acquired
intangibles (1.6) (2.4) (4.7)
Impairment charges - - (15.8)
Costs related to acquisitions
(Note 8) (1.4) (0.2) (2.5)
Cloud computing configuration
and customisation costs (1.3) (0.8) (2.7)
Onerous contract costs (0.2) - 1.2
Costs associated with refinancing - - (0.4)
Net restructuring costs - - (0.4)
Other specific items(1) 1.8 0.7 1.3
----------------------------------- ----------- -------------- -------------
Impact on operating profit/(loss) (2.7) (2.7) (24.0)
Non-underlying finance costs (0.1) - (0.1)
----------------------------------- ----------- -------------- -------------
Impact on profit/(loss)
before tax (2.8) (2.7) (24.1)
Income tax credit on Other
items 0.5 0.2 2.4
----------------------------------- ----------- -------------- -------------
Impact on profit/(loss)
after tax (2.3) (2.5) (21.7)
----------------------------------- ----------- -------------- -------------
(1) Other specific items principally relates to the reversal of
impairment of lease receivables (GBP1.1m) and gains on the sublease
and termination of property leases which were previously impaired
(GBP0.8m). Amounts in the previous periods to 30 June 2022 and 31
December 2022 related principally to the settlement and/or release
of certain historic provisions, including amounts relating to
businesses divested in previous years, and provision for impairment
of lease receivables.
5. Finance income and finance costs
Six months
ended Six months Year ended
30 June ended 31 December
2023 30 June 2022 2022
GBPm GBPm GBPm
-------------------------------- ----------- -------------- -------------
Finance income
Interest on bank deposits 1.4 0.5 1.3
-------------------------------- ----------- -------------- -------------
1.4 0.5 1.3
-------------------------------- ----------- -------------- -------------
Finance costs
On bank loans, overdrafts
and other associated items(1) 2.7 1.0 2.6
On senior secured notes(2) 6.9 6.9 14.0
On obligations under lease
contracts 9.2 6.2 13.3
Net finance charge on defined
benefit schemes 0.3 - -
Total interest expense before
Other items 19.1 14.1 29.9
Non-underlying finance costs 0.1 - 0.1
-------------------------------- ----------- -------------- -------------
Total finance costs 19.2 14.1 30.0
-------------------------------- ----------- -------------- -------------
Net finance costs 17.8 13.6 28.7
-------------------------------- ----------- -------------- -------------
(1) Other associated items includes the amortisation of
arrangement fees of GBP0.1m (30 June 2022: GBP0.1m; 31 December
2022: GBP0.1m).
(2) Included within finance costs on the senior secured notes is
the amortisation of arrangement fees of GBP0.3m (30 June 2022:
GBP0.3m; 31 December 2022: GBP0.5m).
6. Income tax
The income tax expense comprises:
Six months
ended Six months Year ended
30 June ended 31 December
2023 30 June 2022 2022
GBPm GBPm GBPm
-------------------------- ----------- -------------- -------------
Total income tax expense
for the period 7.5 10.3 12.0
-------------------------- ----------- -------------- -------------
Tax for the six month period ended 30 June 2023 is determined
based on applying full year estimates of the annual effective tax
rate for individual jurisdictions to the underlying profit before
tax for the six month period. This results in a tax charge of 53.3%
on underlying profit before tax (30 June 2022: 36.3%; 31 December
2022: 27.9%).
Tax losses cannot be surrendered or utilised cross border, and
the Group is therefore subject to tax in some countries and not in
others. Tax losses in the UK and Benelux businesses are not
currently recognised as deferred tax assets, which impacts the
overall effective tax rate. The relative proportions of these
losses compared to the total Group underlying profit before tax is
also higher for the six months to 30 June 2023 compared to prior
periods, and the combination of these factors has led to the
increase in the overall average effective tax rate in the current
period.
7. Earnings per share
The calculations of earnings per share are based on the
following profits and numbers of shares:
Basic and diluted
------------------------------------------
Six months
ended Six months Year ended
30 June ended 31 December
2023 30 June 2022 2022
GBPm GBPm GBPm
--------------------------------- ----------- -------------- -------------
Profit attributable to ordinary
equity holders of the parent
for basic and diluted earnings
per share 4.7 15.9 15.5
Add back:
Other items (see Note 4) 2.3 2.5 21.7
--------------------------------- ----------- -------------- -------------
Profit attributable to ordinary
equity holders of the parent
for basic and diluted earnings
per share before other items 7.0 18.4 37.2
--------------------------------- ----------- -------------- -------------
Weighted average number of shares
----------------------------------------------
Six months
ended Six months Year ended
30 June ended 31 December
2023 30 June 2022 2022
Number Number Number
-------------------------------- -------------- -------------- --------------
For basic and diluted earnings
per share 1,147,679,200 1,151,936,602 1,149,776,931
Effect of dilution from share
options 42,844,844 31,375,439 33,638,307
-------------------------------- -------------- -------------- --------------
Adjusted for the effect of
dilution 1,190,524,044 1,183,312,041 1,183,415,238
-------------------------------- -------------- -------------- --------------
Earnings per share
------------------------------------------
Six months
ended Six months Year ended
30 June ended 31 December
2023 30 June 2022 2022
Earnings per share
Basic earnings per share 0.4p 1.4p 1.3p
Diluted earnings per share 0.4p 1.3p 1.3p
Earnings per share before
Other items(1)
Basic and diluted earnings
per share before Other items 0.6p 1.6p 3.2p
------------------------------- ----------- -------------- -------------
(1) Earnings per share before Other items (also referred to as
underlying earnings per share) has been disclosed in order to
present the underlying performance of the Group.
8. Acquisitions
There were no acquisitions during the six months to 30 June
2023. In the second half of the prior year the Group acquired
Thermodämm GmbH ("Thermodämm") and Miers Construction Products
Limited ("Miers").
Thermodämm is a distributor of interiors and insulation products
and is allocated to the Germany segment. It was acquired for total
consideration of GBP3.6m.
Miers is a distributor of specialist construction materials and
is allocated to the UK Interiors segment. It was acquired for total
consideration of GBP31.2m, comprising GBP26.9m cash paid on
completion, GBP1.8m deferred and payable in July 2024 and up to
GBP2.6m contingent consideration. The contingent consideration 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, for the financial year to 31 December
2023. The range of contingent consideration payable is therefore
GBPnil to GBP2.6m, with GBP2.5m recognised at the date of
acquisition and at 30 June 2023 on the basis of current forecasts
and fair value calculation. This is included within other payables
in current liabilities on the Condensed Consolidated Balance Sheet
at 30 June 2023. The liability is remeasured to fair value at
subsequent reporting dates with changes in fair value recognised in
profit or loss. A further amount of up to GBP4.0m is also payable
in 2024 dependant on the future performance of the business for the
financial year to 31 December 2023 and dependent on the vendors
remaining within the business. This is therefore treated as
remuneration and is being charged to the Condensed Consolidated
Income Statement as earned. GBP1.2m was recognised and included
within other payables at 31 December 2022, with a further GBP1.4m
recognised in the six months to 30 June 2023.
Analysis of cash flows on acquisition
Year ended 31 December 2022
----------------------------------
Miers Thermodämm Total
GBPm GBPm GBPm
----------------------------------- ------- ---------------- -------
Consideration paid (included
in cash flows from investing
activities) (26.9) (3.4) (30.3)
Net cash acquired with the
subsidiary (included in cash
flows from investing activities) 4.1 0.2 4.3
----------------------------------- ------- ---------------- -------
Total net cash flow included
in cash flows from investing
activities (22.8) (3.2) (26.0)
Transaction costs (included
in cash flows from operating
activities) (0.8) (0.1) (0.9)
----------------------------------- ------- ---------------- -------
Net cash flow on acquisition (23.6) (3.3) (26.9)
----------------------------------- ------- ---------------- -------
The fair values of the identifiable assets and liabilities of
the acquisitions at the date of acquisition have been finalised
during the period. This resulted in a decrease in the current tax
asset of GBP0.3m, an increase in the current tax liability of
GBP0.3m and a corresponding increase in the goodwill recognised of
GBP0.6m in relation to the Miers acquisition. The final balances on
acquisition are as follows:
Year ended Year ended Year ended
31 December 31 December 31 December
2022 Restated 2022 2022 Restated
Miers Thermodämm Total
GBPm GBPm GBPm
Assets
Intangible assets (customer
relationships) 12.0 1.7 13.7
Property, plant and equipment 0.8 0.2 1.0
Right-of-use asset 2.7 0.6 3.3
Cash and cash equivalents 4.1 0.2 4.3
Trade and other receivables 13.0 0.3 13.3
Inventories 7.3 0.6 7.9
------------------------------------ --------------- ---------------- ---------------
39.9 3.6 43.5
Liabilities
Trade and other payables (12.2) (0.6) (12.8)
Provisions (1.1) - (1.1)
Current tax liability (0.3) - (0.3)
Deferred tax liability (3.0) (0.7) (3.7)
Bank loan (3.2) - (3.2)
Lease liability (2.7) (0.7) (3.4)
------------------------------------ --------------- ---------------- ---------------
(22.5) (2.0) (24.5)
Total identifiable net assets
at fair value 17.4 1.6 19.0
Goodwill arising on acquisition 13.8 2.0 15.8
------------------------------------ --------------- ---------------- ---------------
Purchase consideration transferred 31.2 3.6 34.8
------------------------------------ --------------- ---------------- ---------------
Deferred consideration
A reconciliation of the movement in deferred consideration is
provided below:
Six months
ended Six months Year ended
30 June ended 31 December
2023 30 June 2022 2022
GBPm GBPm GBPm
------------------------------------- ----------- -------------- -------------
Liability at 1 January 2.5 1.8 1.8
Liability arising on acquisitions
in the year - - 2.0
Amounts paid relating to
previous acquisitions (included
within cash flow from investing
activities) (0.5) (0.9) (1.3)
------------------------------------- ----------- -------------- -------------
Liability at the end of the
period 2.0 1.0 2.5
------------------------------------- ----------- -------------- -------------
Included in current liabilities 0.2 1.0 0.7
Included in non-current liabilities 1.8 - 1.8
------------------------------------- ----------- -------------- -------------
Total 2.0 1.0 2.5
------------------------------------- ----------- -------------- -------------
Contingent consideration
A reconciliation of the movement in the fair value measurement
of contingent consideration is provided below:
Six months
ended Six months Year ended
30 June ended 31 December
2023 30 June 2022 2022
GBPm GBPm GBPm
------------------------------------- ----------- -------------- -------------
Liability at 1 January 3.0 0.5 0.5
Liability arising on acquisitions
in the year - - 2.5
------------------------------------- ----------- -------------- -------------
Liability at the end of
the period 3.0 0.5 3.0
------------------------------------- ----------- -------------- -------------
Included in current liabilities 3.0 - 0.5
Included in non-current liabilities - 0.5 2.5
------------------------------------- ----------- -------------- -------------
Total 3.0 0.5 3.0
------------------------------------- ----------- -------------- -------------
Consideration dependent on vendors remaining within the
business
Amounts which may be paid to vendors of recent acquisitions who
are employed by the Group and are contingent upon the vendors
remaining within the business are, as required by IFRS3 'Business
Combinations', treated as remuneration and charged to the
consolidated income statement as earned. A reconciliation of the
movement in amounts accrued is as follows:
Six months
ended Six months Year ended
30 June ended 31 December
2023 30 June 2022 2022
GBPm GBPm GBPm
------------------------------------- ----------- -------------- -------------
Liability at 1 January 1.2 0.6 0.6
New amounts accrued 1.4 0.2 1.4
Amounts paid (included within
cash flows from operating
activities) - (0.8) (0.8)
------------------------------------- ----------- -------------- -------------
Liability at the end of
the period 2.6 - 1.2
------------------------------------- ----------- -------------- -------------
Included in current liabilities 2.6 - -
Included in non-current liabilities - - 1.2
------------------------------------- ----------- -------------- -------------
Total 2.6 - 1.2
------------------------------------- ----------- -------------- -------------
9. Reconciliation of operating profit to cash generated from
operating activities
Six months
ended Six months Year ended
30 June ended 31 December
2023 30 June 2022 2022
GBPm GBPm GBPm
------------------------------------- ----------- -------------- -------------
Profit before tax 12.2 26.2 27.5
Net finance costs 17.8 13.6 28.7
Depreciation of property,
plant and equipment 6.5 6.1 12.6
Depreciation of right-of-use
assets 31.3 29.9 60.6
Amortisation of computer
software 1.2 1.7 3.2
Amortisation of acquired
intangibles 1.6 2.4 4.7
Impairment of property, plant
and equipment 0.2 - 2.5
Impairment of goodwill - - 3.6
(Reversal of impairment)/impairment
of right-of-use asset (0.3) - 9.7
(Reversal of impairment)/impairment
of lease receivable (1.1) 2.0 2.0
Gain on lease transactions (0.9) - -
Profit on sale of property,
plant and equipment (0.4) (0.2) (0.4)
Share-based payments 2.7 2.0 4.4
Net foreign exchange differences - (0.3) (1.0)
Decrease in provisions (2.5) (7.3) (11.4)
Working capital movements (26.1) (43.4) (14.4)
------------------------------------- ----------- -------------- -------------
Cash generated from operating
activities 42.2 32.7 132.3
------------------------------------- ----------- -------------- -------------
10. Reconciliation of net cash flow to movements in net debt
Six months
ended Six months Year ended
30 June ended 31 December
2023 30 June 2022 2022
GBPm GBPm GBPm
------------------------------------ ----------- -------------- -------------
Decrease in cash and cash
equivalents in the period (22.2) (32.5) (18.3)
Net cash outflow from repayment
of leases and other debt(1) 43.0 38.4 76.1
------------------------------------ ----------- -------------- -------------
Decrease in net debt resulting
from cash flows 20.8 5.9 57.8
Deferred consideration added
on acquisitions - - (2.0)
Debt added on acquisitions - - (6.6)
Non-cash movement in lease
liabilities and lease receivables (53.7) (65.7) (111.3)
Other non-cash items(2) (2.8) 1.5 1.4
Exchange differences 10.9 (8.5) (18.3)
------------------------------------ ----------- -------------- -------------
Increase in net debt in the
period (24.8) (66.8) (79.0)
Net debt at beginning of
period (444.0) (365.0) (365.0)
------------------------------------ ----------- -------------- -------------
Net debt at end of the period (468.8) (431.8) (444.0)
------------------------------------ ----------- -------------- -------------
(1) Including interest element of lease payments.
(2) Other 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.
Net debt is defined as follows:
Six months
ended Six months Year ended
30 June ended 31 December
2023 30 June 2022 2022
GBPm GBPm GBPm
---------------------------------- ----------- -------------- -------------
Non-current assets:
Derivative financial instruments - 0.2 0.2
Lease receivables 2.7 1.4 1.2
Current assets:
Derivative financial instruments 0.3 1.4 1.6
Lease receivables 1.0 0.1 0.1
Other current financial assets 1.0 - -
Cash at bank and on hand 106.3 113.2 130.1
Current liabilities:
Lease liabilities (60.6) (54.3) (56.5)
Interest bearing loans and
borrowings (0.8) - (0.8)
Deferred consideration (0.2) (1.0) (0.7)
Other financial liabilities - (0.8) -
Derivative financial instruments (1.0) - -
Non-current liabilities:
Lease liabilities (257.8) (236.0) (251.2)
Interest-bearing loans and
borrowings (257.7) (256.0) (266.1)
Deferred consideration (1.8) - (1.8)
Derivative financial instruments (0.2) - (0.1)
(468.8) (431.8) (444.0)
---------------------------------- ----------- -------------- -------------
Analysis of movements in net debt:
At 31 At 30
December Cash Non-cash Exchange June
2022 flows items(1) differences 2023
GBPm GBPm GBPm GBPm
------------------------------- ---------- ------- ---------- ------------- --------
Cash at bank and on hand 130.1 (22.2) - (1.6) 106.3
Lease receivables 1.3 (0.2) 2.6 - 3.7
Other current financial
assets - 1.0 - - 1.0
------------------------------- ---------- ------- ---------- ------------- --------
131.4 (21.4) 2.6 (1.6) 111.0
------------------------------- ---------- ------- ---------- ------------- --------
Liabilities arising from
financing activities
Financial assets - derivative
financial instruments 1.8 - (1.5) - 0.3
Debts due within one year (1.5) 0.9 (1.4) - (2.0)
Debts due after one year (268.0) - 0.1 8.2 (259.7)
Lease liabilities (307.7) 41.3 (56.3) 4.3 (318.4)
------------------------------- ---------- ------- ---------- ------------- --------
(575.4) 42.2 (59.1) 12.5 (579.8)
------------------------------- ---------- ------- ---------- ------------- --------
Net debt (444.0) 20.8 (56.5) 10.9 (468.8)
------------------------------- ---------- ------- ---------- ------------- --------
(1) 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 and
lease receivables.
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
2023 30 June 2022 2022
GBPm GBPm GBPm
----------------------------------- ----------- -------------- -------------
Financial assets
Unquoted equity investment 0.2 - 0.2
Derivative financial instruments 0.3 1.6 1.8
Other current financial assets 1.0 - -
----------------------------------- ----------- -------------- -------------
1.5 1.6 2.0
----------------------------------- ----------- -------------- -------------
Financial liabilities
Derivative financial instruments 1.2 - 0.1
Contingent consideration
(included within other payables) 3.0 0.5 3.0
----------------------------------- ----------- -------------- -------------
4.2 0.5 3.1
----------------------------------- ----------- -------------- -------------
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
2023 30 June 2022 2022
GBPm GBPm GBPm
----------------------------------- ----------- -------------- -------------
Authorised
1,390,000,000 ordinary shares
of 10p each (30 June and
31 December 2022: 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 2022: 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 2022 and 31 December 2022: nil).
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. One of
these schemes has assets held in a separate trustee administered
fund, and three are overseas 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 2022 has been
updated to reflect current market conditions, and as a result an
actuarial gain of GBP0.1m 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
2023 is GBP21.0m (30 June 2022: GBP8.1m; 31 December 2022:
GBP23.0m), including GBP13.5m deficit in the UK scheme. The
movement in the period relates principally to the actuarial gain of
GBP0.1m together with the scheduled annual contribution in the UK
of GBP2.5m.
14. Interim dividend
No interim dividend is declared for the period (30 June 2022 and
31 December 2022: GBPnil). 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
2022.
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 2023, the Group incurred expenses of
GBP0.2m (30 June 2022: GBP0.2m; 31 December 2022: GBP0.2m) 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 2023.
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 2023 financial
year remain consistent with those set out in the Strategic Report
on pages 56 to 61 of the Group's 2022 Annual Report and Accounts.
These risks and uncertainties include, but are not limited to:
(1) cyber security;
(2) health and safety;
(3) macroeconomic 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. 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.
17. Contingent liabilities
Legal claim:
At 31 December 2022 the Group disclosed a contingent liability
in relation to legal proceedings being brought against two of the
Group's subsidiaries in Benelux. The claim has been settled
subsequent to the period end date and the contingent liability no
longer exists.
Other:
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 GBP13.3m (30 June 2022:
GBP10.5m; 31 December 2022: GBP11.7m). Of this amount, GBP6.1m (30
June 2022: GBP4.7m; 31 December 2022: GBP5.2m) 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 Building Plastics 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 GBP0.7m
based on the remaining future rent commitment at 30 June 2023. 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.
18. Seasonality
The Group's operations are not normally affected by significant
seasonal variations between the first and second halves of the
calendar year. In 2022, the period to 30 June accounted for 49.5%
of the Group's underlying annual revenue. The "Outlook" section of
the Operational Review details the current assessment of the
expected second half performance for 2023.
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 and to adjust for Other items. This also
reflects how the business is managed and measured on a day-to-day
basis.
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.
30 June 31 December
2023 30 June 2022 2022
GBPm GBPm GBPm
------------------------------ -------- ------------- ------------
Reported net debt 468.8 431.8 444.0
Lease liabilities recognised
in accordance with IFRS 16 (296.3) (268.1) (285.0)
Lease receivables recognised
in accordance with IFRS 16 3.7 1.5 1.3
Other financial liabilities
recognised in accordance
with IFRS 16 - (0.8) -
------------------------------ -------- ------------- ------------
Net debt excluding impact
of IFRS 16 176.2 164.4 160.3
------------------------------ -------- ------------- ------------
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
2023 30 June 2022
GBPm GBPm
------------------------------ -------------- --------------
Underlying operating profit 70.4 70.0
Add back:
Depreciation of right-of-use
assets and property, plant
and equipment 75.0 71.2
Amortisation of computer
software 2.7 3.2
------------------------------- -------------- --------------
Underlying EBITDA 148.1 144.4
------------------------------- -------------- --------------
Reported net debt 468.8 431.8
------------------------------- -------------- --------------
Leverage 3.2x 3.0x
------------------------------- -------------- --------------
Leverage excluding the impact of IFRS 16 is as follows:
Twelve months
ended Twelve months
30 June ended
2023 30 June 2022
GBPm GBPm
------------------------------- -------------- --------------
Underlying operating profit 70.4 70.0
Impact of IFRS 16 (11.6) (4.8)
-------------------------------- -------------- --------------
Underlying operating profit
excluding impact of IFRS
16 58.8 65.2
Add back:
Depreciation excluding impact
of IFRS 16 13.0 11.1
Amortisation of computer
software 2.7 3.2
-------------------------------- -------------- --------------
Underlying EBITDA 74.5 79.5
-------------------------------- -------------- --------------
Net debt excluding the impact
of IFRS 16 176.2 164.4
-------------------------------- -------------- --------------
Leverage excluding the impact
of IFRS 16 2.4x 2.1x
-------------------------------- -------------- --------------
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 as a percentage of underlying
revenue.
30 June 31 December
2023 30 June 2022 2022
GBPm GBPm GBPm
Underlying revenue 1,423.4 1,358.5 2,744.5
Underlying operating profit 32.7 42.5 80.2
----------------------------- -------- ------------- ------------
Operating margin 2.3% 3.1% 2.9%
----------------------------- -------- ------------- ------------
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. Operating cash flow represents free cash flow before
interest, financing, costs of refinancing and tax. These measures
are used to enhance understanding and comparability of the cash
generation of the Group.
Six months
ended Six months Year ended
30 June ended 31 December
2023 30 June 2022 2022
GBPm GBPm GBPm
--------------------------------- ----------- -------------- -------------
Decrease in cash and cash
equivalents in the year (22.2) (32.5) (18.3)
Add back:
Net cash flow on the purchase
of businesses - - 26.0
Settlement of amounts payable
for previous purchases of
businesses 0.5 0.9 1.3
Investment in financial assets 1.0 - 0.2
Repayment of borrowings 0.4 0.2 1.4
Free cash flow (20.3) (31.4) 10.6
--------------------------------- ----------- -------------- -------------
Add back:
Finance costs paid 18.5 14.4 30.1
Finance income received (1.4) (0.5) (1.3)
Other refinancing cash costs(1) - - 1.1
Tax paid 8.7 8.7 14.3
--------------------------------- ----------- -------------- -------------
Operating cash flow 5.5 (8.8) 54.8
--------------------------------- ----------- -------------- -------------
(1) Includes costs accrued in the prior year and paid in the
current period.
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
2023 381.6 221.1 602.7 116.4 249.7 366.1 234.8 62.1 47.5 110.2 1,423.4
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
% change year
on
year:
Statutory and
underlying
revenue 15.0% (1.3)% 8.4% 4.7% 4.1% 4.3% 4.6% 10.5% (15.0)% (4.3)% 4.8%
Impact of
currency - - - (3.4)% (3.3)% (3.3)% (3.4)% (3.5)% (2.8)% (3.8)% (2.0)%
Impact of
acquisitions (10.2)% - (6.1)% - - - (1.3)% - - - (2.7)%
Impact of
working
days (0.9)% (0.8)% (0.8)% - 0.8% 0.5% - - (0.7)% (0.7)% (0.3)%
--------------- ---------- ---------- ------- ---------- ---------- ------- -------- -------- -------- ------- --------
Like-for-like
sales 3.9% (2.1)% 1.5% 1.3% 1.6% 1.5% (0.1)% 7.0% (18.5)% (8.8)% (0.2)%
--------------- ---------- ---------- ------- ---------- ---------- ------- -------- -------- -------- ------- --------
f) Other non-statutory measures
In addition to the alternative performance measures noted above,
the Group also uses underlying EPS (as set out in Note 7) and
underlying net finance costs (as set out in Note 5).
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 2023 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 18. 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 2023 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
Birmingham
7 August 2023
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