(EPIC:
SRC / Market: AIM / Sector: Construction Materials)
9 September 2024
SIGMAROC
PLC
('SigmaRoc',
the 'Group' or the 'Company')
Interim results
2024
Analyst Briefing &
Investor Presentation
Strong first half
performance underpins confidence in our full year
expectations
SigmaRoc, the European lime and
minerals group, announces unaudited results for the six months
ended 30 June 2024 ('H1 2024').
|
Statutory
results
|
|
Underlying
results1
|
|
30 June
2024
|
30 June
2023
|
YoY
change
|
|
30 June
2024
|
30 June
2023
|
YoY
change
|
Revenue
|
£468.8m
|
£290.0m
|
+60%
|
|
£468.8m
|
£290.0m
|
+60%
|
EBITDA
|
£82.0m
|
£52.3m
|
+57%
|
|
£100.0m
|
£54.9m
|
+82%
|
EBITDA margin
|
17.5%
|
18.0%
|
-50bps
|
|
21.3%
|
18.9%
|
+240bps
|
Profit before tax
|
£17.2m
|
£24.3m
|
-29%
|
|
£49.1m
|
£33.0m
|
+50%
|
EPS
|
0.29p
|
2.78p
|
-89%
|
|
3.18p
|
4.01p
|
-20%
|
Net debt2
|
|
|
|
|
£532.6m
|
£183.3m
|
+190%
|
Covenant Leverage
|
|
|
|
|
2.57x
|
1.69x
|
+50%
|
ROIC
|
|
|
|
|
6.2%
|
5.2%
|
+100bps
|
FCF3
|
|
|
|
|
£43.4m
|
-£0.6m
|
|
FCF
Conversion4
|
|
|
|
|
43.4%
|
0.0%
|
|
|
Proforma statutory
results5
|
Proforma underlying
results5
|
|
30 June
2024
|
30 June
2023
|
YoY
change
|
30 June
2024
|
30 June
2023
|
YoY
change
|
Revenue
|
£531.6m
|
£578.9m
|
-8%
|
£531.6m
|
£578.9m
|
-8%
|
EBITDA
|
£99.8m
|
£117.4m
|
-15%
|
£117.8m
|
£121.9m
|
-3%
|
EBITDA margin
|
17.5%
|
20.3%
|
-280bps
|
22.2%
|
21.1%
|
+110bps
|
EPS
|
1.39p
|
n/a
|
n/a
|
4.27p
|
n/a
|
n/a
|
Covenant Leverage
|
|
|
|
2.3x
|
n/a
|
n/a
|
FINANCIAL HIGHLIGHTS
Resilient trading following CRH lime acquisitions (references
below based on a proforma underlying
basis5)
· Underlying revenue down 8%, of which approximately half is
due to lower input cost pass through and half due to softer
volumes
· Underlying EBITDA down 3%, comprising 1% impact from softer
volumes and 2% timing difference on H1 2023 due to dynamic pricing
effects carried over from 2022
· Full
year underlying EBITDA expected to be in-line with
consensus6
· Underlying EBITDA margin up 110bps due to effective pricing
and cost management
· Underlying EPS of 4.27p, up over 6% demonstrating earnings
accretion from CRH acquisitions before any substantial synergistic
benefits
Strong financial position and improved
returns
· Strong cash generation in the period bolstered by ETS
(European Union Emissions Trading Scheme) returns shifting to
H2
· Covenant Leverage at 2.57x with pro-forma5 leverage
2.29x, on target to close the year below
2.3x
· ROIC
improved YoY due to CRH acquisitions, with clear path to medium
term target of 15%
OPERATING HIGHLIGHTS
· Continued benefit from the broad diversification across end
markets and regions
· Robust infrastructure demand, a strong performance in
agriculture and food and a recovery in paper and pulp offsetting
softer residential construction and environmental
sectors
· Despite challenging market conditions, improved operational
margins through effective cost control and operational efficiency
programs
· Volumes down 4% LFL due to residential construction and
environment sectors
· Established ventures arm which made two strategic investments
to support further development of ultra-low carbon concrete
products
STRATEGIC HIGHLIGHTS
Update on European lime businesses
acquired from CRH
· Acquisition of German, Czech and Irish businesses completed
on 4 January 2024 and are now fully integrated ('Deal
1')
· UK
lime acquisition completed in March 2024 with integration progressing ahead of schedule ('Deal
2')
· Polish anti-trust clearance received post period end with
acquisition completed on 1 September 2024 ('Deal 3')
· CRH
lime businesses performing in line with expectations and confirmed
via proforma trading results
· Guidance on minimum synergies to be delivered by 2027
increased from €30m to €35m, with €15m and €25m expected in 2025
and 2026 respectively. Our revised targeted synergy range is now
€35m to €60m, with further progress to be made following the
completion of Deal 3
CURRENT TRADING AND OUTLOOK
· Positive start to the second half with food, agriculture,
mining and infrastructure segments robust
· Some
end markets continue to show mixed demand with areas of weakness remaining in certain areas, such as German
power and auto sectors
· Expected reductions in interest rates will aid a recovery in
residential construction
· The
Board's expectations for the year remain unchanged and in line with
consensus6
Max Vermorken, CEO, commented:
"I am delighted to be sharing
these results for the first half of 2024 which have come in ahead
of our expectations despite continued mixed markets. The results
show the resilience of SigmaRoc's diversified business and
operations and are testament to the hard work of all our
staff.
"The integration of the core of
the CRH acquisitions has gone well, with Poland completing post
period end. We expect to report good progress on the integration of
this last piece of the CRH acquisitions later in the
year.
"The second half has started well,
with many areas of the business showing good demand, despite some
areas of weakness. The progress on the synergy program continues
with guidance on the minimum target level increased to €35m by
2027, even before allowing for synergies that will arise post
completion of the Polish acquisition.
"With the recent acquisitions now
completed, SigmaRoc has transformed into a business with several
lifetimes supply of a key natural resource that is essential to all
the processes around modern life. This resource base provides
SigmaRoc with a unique position in the European lime
market."
The full text of the interim
statement is set out below, together with detailed financial
results, and will be available on the Company's website at
www.sigmaroc.com
Notes:
1. Underlying results are stated
before acquisition related expenses, certain finance costs,
redundancy and reorganisation costs, impairments, amortisation of
acquisition intangibles and share option expense. References to an
Underlying profit measure throughout this Annual Report are defined
on this basis. Non-underlying items are described further in the
Chief Financial Officer's report. These measures are not defined by
UK IAS and therefore may not be directly comparable to similar
measures adopted by other companies.
2. Net debt including IFRS 16 lease
liabilities.
3. Free Cash Flow takes net cash
flows from operating activities and adjusts for CapEx, net interest
paid, and for the underlying result further adjusts for net
non-underlying expenses paid and working capital payments relating
to pre-acquisition accruals or purchase price
adjustments.
4. Free Cash Flow Conversion is FCF
relative to underlying EBITDA.
5. Proforma calculation includes Deal
2 and Deal 3, plus all acquisitions made by SigmaRoc in 2023, for
entire period on an underlying basis.
6. Consensus expectations for
SigmaRoc, being the average of forecasts for the year ending 31
December 2024 provided by Analysts covering the Company, are
revenue of £1,060.0m and underlying EBITDA of £219.3m.
ANALYST BRIEFING
SigmaRoc will host an online
briefing for analysts on Monday, 9 September 2024 at 08:30 GMT. For
more details and to register to attend please email
SigmaRoc@walbrookpr.com
PRIVATE INVESTOR PRESENTATION
SigmaRoc's Executive team will
provide a live presentation to private investors reviewing the 2024
interim results and prospects via Investor Meet Company on Monday,
9 September at 14.00 GMT.
The presentation is open to all
existing and potential shareholders. Questions can be submitted
before the event via your Investor Meet Company dashboard up until
9.00am the day before the meeting or at any time during the live
presentation. Investors can sign up to Investor Meet Company for
free and add to meet SigmaRoc via:
https://www.investormeetcompany.com/sigmaroc-plc/register-investor
Investors who already follow
SigmaRoc on the Investor Meet Company platform will automatically
be invited.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU)
NO. 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMENDED.
Information on the Company is available on its
website, www.sigmaroc.com.
For further information, please contact:
SigmaRoc plc
Max Vermorken (Chief Executive
Officer)
Garth Palmer (Chief Financial
Officer)
Tom Jenkins (Head of Investor
Relations)
|
Tel: +44 (0) 207 002 1080
ir@sigmaroc.com
|
Panmure Liberum (Nomad and Co-Broker)
Scott Mathieson / John More / Dru
Danford
Deutsche Numis (Co-Broker)
Richard Thomas / Hannah
Boros
|
Tel: +44 (0) 203 100
2000
Tel: +44 (0) 20 7260
1000
|
Walbrook PR Ltd (Public Relations)
Tom Cooper / Nick Rome
|
Tel: +44 20 7933 8780
sigmaroc@walbrookpr.com
Mob: +44 7971 221972
|
About SigmaRoc
SigmaRoc is a quoted European lime
and minerals Group.
Lime and limestone are key
resources in the transition to a more sustainable economy. New
applications for lime and limestone products as part of a drive for
sustainability include the production and recycling of lithium
batteries, the decarbonisation of construction including through
substitution of cementitious material and new building materials,
and environmental applications including lake liming, air pollution
and direct air capture.
SigmaRoc seeks to create value by
purchasing assets in fragmented markets and extracting efficiencies
through active management and by forming the assets into larger
groups. It seeks to de- risk its investments through the selection
of projects with strong asset backing.
SIGMAROC PLC
Interim results (unaudited) for the six months ended 30 June
2024
EXECUTIVE STATEMENT
We are pleased to extend a warm
welcome to the nearly 1,000 colleagues who have joined our Group
since the start of 2024. They join an ambitious mission to build
Europe's leading minerals platform focused on lime and limestone.
We also extend our gratitude to the CRH Group for their support in
the completion process.
Our intense focus on completing
the CRH lime acquisitions, did not detract from posting excellent
results in challenging market conditions. We report a strong first
half of 2024 achieving an underlying EBITDA of £100m. Underlying
EBITDA margins improved by 240bps to 21.3%, reflecting operational
improvements. This positions us well to deliver market expectations
for the full year.
The integration programme
progressed ahead of plan. The integration of those businesses
acquired in January is now complete having exited all Transitional
Service Agreements ('TSA's). Integration of Buxton Lime in the UK,
acquired in March 2024, is progressing smoothly and has traded well
since acquisition. All acquired businesses are now under the same
financial and safety reporting structures as the rest of the Group.
The Polish lime operations successfully cleared antitrust filings
and joined the Group on 1st September 2024.
The synergies programme also
progressed ahead of plan. We were able to map sufficient synergies
to increase the €30m to €60m target to be delivered by 2027 to €35m
to €60m. This was achieved while only having access to a part of
the footprint for most of H1 2024. Further progress will now be
made as we include the Polish lime assets fully within the scope.
Updates will follow when we have completed the final part of the
identification programme.
We continue to look at
rationalising our portfolio through the disposal of non-core assets
and will update on this when appropriate.
We can therefore now look to the
future and consider the Group we are building as a whole. On a
proforma basis, which includes all newly acquired entities for the
entire first half, the results are very encouraging. Underlying EPS
increased by 6.5% YoY demonstrating early value creation from the
CRH acquisition. Leverage came in at under 2.3x.
Turnover did reduce by 8%, however, lower
pass-through of costs was the primary driver, as well as some
softness in some end markets. EBITDA margin increased 110bps to
22.2% due to good pricing and disciplined cost control.
The Group's progress, in a busy
half, was impressive. Certain achievements merit particular
attention, such as safety, progress on ESG initiatives and
innovation. Trading and market conditions are captured separately
at the end of this statement.
Overall segment review
In 2023, several trends emerged
across our markets, and many of these trends persist. These include
a noticeable slowdown in European residential construction,
disruptions in the paper and pulp markets, localised robustness in
industrial markets, and a mixed environmental segment.
The Group's diversified
market exposure has allowed it to capitalise on certain tailwinds and mitigate headwinds as
follows:
· Industrial
minerals
markets (42.2% of H1 2024 Group
revenues: H1 2023 30.3%) - Demand remained
in line with budgeted volumes, consistent with H2 2023 trends.
Steel volumes were supported by restocking after
maintenance shutdowns and healthy orderbooks in key northern
European markets. Paper and pulp traded well in spite of
disruptions in Finland due to strike actions. Mining and chemical
markets evolved on a more localised basis.
Outlook: Mixed demand trends emerged in 2023 as energy costs reduced
and inflation stabilised. Automotive demand appears to have slowed,
potentially impacting steel demand. Paper
and pulp continues to face localised disruptions and consolidation.
Mining and chemicals are likely to show both solid volume demand
and mixed localised demand.
· Environmental and
agriculture markets (17.5% of H1
2024 Group revenues: H1 2023 12.5%) - Volume development in food,
agriculture, and water purification was generally in line with
expectations and at healthy levels. Agricultural demand improved
compared to 2023, and the food segment benefited from a
longer-than-usual beet season. However, flue gas treatment
experienced a slower half-year due to reduced industrial output in
Europe and a windier winter and spring, leading to lower coal and
gas-fired power generation.
Outlook: These trends are expected to continue over the next 6 to 12
months. Sugar production is likely to support demand further, with
sugar finding applications beyond food. Agricultural volumes are
anticipated to remain robust in the second half of the year. Power
generation demand will depend on European weather
patterns.
· Construction
markets (40.3% of H1 2024 Group
revenues: H1 2023 57.2%) - Infrastructure applications, which
account for around 65% of our construction market revenues, saw
robust demand in both the UK and Continental Europe. However,
residential construction remained sluggish over the past six
months, with permitting slowing in several European countries.
Higher interest rates have significantly impacted both supply and
demand for new residential construction.
Outlook: Infrastructure
demand is expected to continue dominating this segment. Political
stability or clarity will support demand as governments receive
renewed mandates to invest in infrastructure projects following
elections. A reduction in interest rates is anticipated to revive
residential construction, given the structural demand for
housing.
The Group is well-positioned to
capitalise on the mixed demand landscape. Several markets show
sustained demand or signs of growth, while others exhibit pent-up
demand that will materialise as favourable macroeconomic factors
align.
Regional breakdown
The above segmental analysis
translates into the following regional performance for H1 2024,
with further commentary provided by region:
Underlying £'M
|
Revenue
|
EBITDA
|
EBITDA
margin
|
H1 2024
|
H1 2023
|
H1 2024
|
H1 2023
|
H1 2024
|
H1 2023
|
North West
|
104.5
|
73.8
|
23.8
|
14.7
|
22.8%
|
19.9%
|
West
|
54.2
|
56.0
|
10.2
|
13.7
|
18.8%
|
24.5%
|
Central
|
143.8
|
-
|
32.6
|
-
|
22.7%
|
-
|
North East
|
166.3
|
160.2
|
38.5
|
32.0
|
23.2%
|
20.0%
|
Corporate
|
-
|
-
|
(5.1)
|
(5.5)
|
-
|
-
|
Group
|
468.8
|
290.0
|
100.0
|
54.9
|
21.3%
|
18.9%
|
North West: Primary drivers
of the improved YoY performance were the additions of Clogrennane
in January 2024 and Buxton Lime in March 2024. The UK and Irish
markets continued to demonstrate strong performance, driven by
robust infrastructure demand for both lime and limestone. However,
UK residential construction faced challenges similar to those in
other parts of Europe, including higher interest rates, political
uncertainty, and pent-up demand.
Operationally, the key
constituents of the North-West region delivered solid results.
Despite the tougher months due to the slower residential
construction market, our aggregates quarries, concrete, and precast
businesses remained resilient, successfully defending their market
positions, maintaining pricing, and controlling costs.
West: The West region, which
uniquely focuses on the construction sector, experienced a
reduction in demand for dimensional stone, aggregates
and ready-mix concrete either due to economic context and/or
weather conditions. Despite this decline, our
entities maintained robust
operational margins through effective cost
control programs. While current trends are expected to persist, we
anticipate a rebound in demand once residential construction
recovers. Additionally, infrastructure demand may increase as new
governments in Belgium and the Netherlands begin implementing their
programs.
Central: This newly
established Central region within the Group comprises Germany and
the Czech Republic. Both countries performed in line with budget
and post-acquisition expectations, although residential
construction demand showed several weak spots. In the Czech
Republic, the administration of a major steel producer led to a
reduction in demand from the steel segment.
The Central region's performance
was bolstered by a continued focus on efficiency and operational
excellence. This drive led to the identification of several
potential synergies, which will be discussed later. Demand was also
affected by reduced power generation due to increased wind energy.
However, agricultural, food, and related markets performed well,
with quarries demonstrating flexibility in producing the right
products.
North East: Nordkalk had a
solid first half of the year with good pricing and cost control
leading to overall margin improvement. This was driven by a
recovery in paper and pulp demand, strong infrastructure
construction demand in Poland and the Baltic States, and
contributions from acquisitions made in early and
mid-2023.
While construction demand in
Scandinavia remained weak compared to historical trends, the bulk
of these volumes carried limited margins due to legacy contract
arrangements. As construction output in Finland and Sweden
recovers, we anticipate an improved volume outlook.
Integration and
synergies
The integration programs for the
recently acquired CRH lime acquisitions have progressed smoothly,
thanks to the dedication of our internal team and support from CRH.
We are pleased to report that we have successfully exited TSAs for
the German, Czech, and Irish businesses, and the integration of the
UK carved-out business is ahead of schedule, with Poland having
just commenced following acquisition on 1 September
2024.
A critical aspect of integration
involves IT and systems-related handovers or transfers. Significant
effort has been invested in preparing effective transfer strategies
and implementing new or existing systems. As the UK and Polish
entities transition into the Group and move away from their TSAs,
these integration efforts will accelerate. The ultimate goal is to
establish a fully revised and optimised IT structure across the
Group, positioning us for the next phase of development.
Our synergy program, initially
targeting €30m-€60m by 2027, has been increased to €35m to €60m,
even before allowing for potential benefits from the Polish lime
business. We are now targeting €15m and €25m to be delivered in
2025 and 2026 respectively, rising to €35m in 2027. We expect to
report further progress following the integration of the Polish
assets.
Safety
In June, the Group conducted a
company-wide standstill to emphasise the inherent dangers of our
sector and activities, reinforcing the necessity of taking every
safety measure seriously. This initiative sparked extensive
internal discussions and led to a review of certain processes to
ensure continuous safety improvements. As part of this follow-up,
we conducted a thorough assessment of supervisor training and job
suitability to ensure proper supervision across the
Group.
To bolster our safety efforts, we
expanded our safety team with additional staff members dedicated to
conducting safety audits across the Group. These audits are crucial
for identifying and rectifying any shortcomings in both paperwork
and practices. While the journey towards achieving a zero-harm
environment is ongoing and challenging, our unwavering commitment
to safety remains non-negotiable.
Environmental, Social and
Governance (ESG)
In April, the Group published its
latest ESG report as part of the annual report, showcasing
significant progress across all aspects of ESG. We welcomed two new
board members, Francesca Medda and Peter Johnson, whom each bring
valuable experience and expertise. Francesca Medda, in particular,
offers a strong focus on environmental and social reporting and
analysis, while Peter Johnson contributes decades of public company
experience together with a strong governance background.
Our commitment to becoming a more
environmentally and socially responsible business continues to
advance. We are managing CO2 emissions by switching to
more sustainable fuels in our kiln network and leveraging machine
learning software to further reduce kiln emissions. Additionally,
we are paying close attention to quarry operations, constantly
improving dust, noise, and water management to benefit our
neighbours and enhance biodiversity.
To enhance our environmental
reporting and scoring, the Group has appointed a new head of ESG to
monitor and improve our ratings with ESG rating agencies. We
recognise that the performance of the Group and the clarity with
which rating agencies understand the information in our ESG report
are both critical. Therefore, we expect to make further strides in
gaining recognition for our ESG efforts.
Innovation and research
The Group has established a
ventures arm with a mandate to identify and support start-up
companies relevant to our sector. To date, it has made two
strategic investments and analysed several technology firms. These
two investments are particularly exciting as they align with our
goal of becoming the UK's leading producer of ultra-low carbon
concrete products.
Additionally, the Group is
developing an integrated R&D strategy to assist key customers
with their technical challenges. This strategy focuses on our two
primary product lines, limestone and lime, and aims to provide
innovative solutions as well as client-specific analysis and
assistance. Although these efforts are in the early stages, they
now encompass the newly acquired businesses.
Finance review
For the six months ending 30 June
2024, the Group generated revenue of £468.8m (H1 2023: £290.0m) and
underlying EBITDA of £100.0m (H1 2023: £54.9m). Underlying profit
before taxation for the Group was £49.1m (H1 2023: £33.0m). Growth
was generated from the CRH lime acquisitions during the period,
with Germany, Czech and Ireland in January 2024 and then UK in
March 2024.
Non-underlying items
The Group recorded £32.0m (H1
2023: £8.7m) of non-underlying items during the period, of which
£17.4m are cash outflows. These items relate to six
categories:
1. £14.5m in
exclusivity, introducer, advisor, consulting, legal fees,
accounting fees, insurance and other direct costs relating to
acquisitions which primarily pertain to the CRH lime
acquisitions.
2. £4.4m on
amortisation of finance costs, of which £2.9m arising from
terminating the previous debt facility from 2021 and £1.5m from the
new syndicated 5-year debt facilities established in November
2023.
3. £3.8m in
share-based payments relating to grants of options.
4. £5.4m amortisation
of acquired assets and adjustments to acquired assets.
5. £3.0m legal and restructuring expenses relating to the
reorganisation and integration of recently acquired subsidiaries,
including costs associated with discontinuing sites and operations,
transitional salary costs, redundancies, severance and recruitment
fees, and costs associated with financial reporting and system
migrations.
6. £0.9m on unwinding of discounts on deferred consideration
payments for Harries and other non-cash balance sheet
adjustments.
Interest and tax
Net finance costs in the period
totalled £26.5m (H1 2023: £7.4m) including associated interest on
bank finance facilities, as well as interest on finance leases
(including IFRS 16 adjustments) and hire purchase agreements, plus
£4.6m of non-underlying finance costs.
A tax charge of
£9.7m (H1 2023: £4.7m) was recognised in
the period, resulting in a tax charge on profitability generated
from mineral extraction in the Channel Islands and profits
generated through the Group's UK, Ireland, Belgium, Germany, Czech
and Nordic based operations.
Earnings per share
Statutory basic EPS for the period
was 0.30p (H1 2023: 2.81p and underlying basic EPS (adjusted for
the non-underlying items mentioned above) for the period totalled
3.18p (H1 2023: 4.01p)). Statutory EPS declined due to substantial
non-underlying expenditure incurred in relation to the CRH lime
acquisitions and underlying EPS reduced due to the structure and
phasing of the CRH lime acquisitions, with Deal 1 being funded
primarily from equity and debt, whereas Deal 2 is entirely debt and
Deal 3 will be from deferred consideration. On a proforma basis
underlying basic EPS was 4.27p, representing a 6.5% improvement and
demonstrating the earnings accretion of the combined CRH lime
acquisitions.
Statement of financial position
Net assets at 30 June 2024 were
£730.0m (2023: £497.0m). Net assets are
underpinned by mineral resources, land and buildings and plant and
machinery assets of the Group.
Cash flow
Cash generated by operations was
£78.3m (2023: £17.1m). The Group spent £550.8m on acquisitions net
of cash acquired, £27.3m on capital projects, including acquisition
of intangibles, net of disposals, raised £195.7m net of fees from
the issue of equity, and drew net proceeds from borrowings of
£428.9m. The net result was a cash inflow for the period of
£99.2m.
Net debt
Net debt at 30 June 2024 was
£532.6m (2023: £183.3m) including IFRS 16
lease liabilities.
Bank facilities
On 22 November 2023 the Company
entered a new syndicated senior credit facility of up to €750
million (the 'New Debt Facilities') led by Santander UK and BNPP,
with the syndicate including several major UK and European banks
and a further €125 million bridge loan ('Bridge Loan'). The New
Debt Facilities were partially drawn on 4 January 2024 in
connection with the CRH Lime Acquisitions, specifically CRH Deal 1,
and the legacy debt facility was repaid as part of this
process.
The New Debt Facilities comprise a
€600 million committed term facility, €150 million revolving credit
facility and a further €100 million uncommitted
accordion.
The Group's New Debt
Facilities have a maturity date of 21 November 2028 and are subject
to a variable interest rate based on EURIBOR plus a margin
depending on underlying EBITDA.
The Group's New Debt
Facilities are subject to covenants which are tested monthly and
certified quarterly. These covenants are:
· Group interest cover ratio set at a minimum of
3.5 times EBITDA while the Bridge Loan remains
outstanding and then 4.0 times thereafter; and
· A
maximum adjusted leverage ratio, which is the ratio of total net
debt, including further borrowings such as deferred consideration,
to adjusted EBITDA, of 3.95x in 2024.
The Bridge Loan has a maturity
date of 21 November 2024, with options for two 6-month extensions
which if exercised would push maturity to 21 November 2025. The
Bridge Loan is subject to a variable interest rate based on EURIBOR
plus a margin as follows:
- 2% for months 0 - 6
- 3% for months 7 - 12
- 4% for months 13 - 18 (assuming exercise of the first
extension option)
- 5% for months 19 - 24 (assuming exercise of the second
extension option)
As at 30 June 2024, the Group
comfortably complied with its bank facility covenants under the
terms of the New Debt Facilities and total undrawn facilities
available to the Group under the New Debt Facilities amounted to
approximately £100m.
Capital allocation
We prioritise the maintenance of a
strong balance sheet and deploy our capital responsibly,
allowing us to commit significant organic investment to
our business whilst continuing to pursue acquisitions
to accelerate our strategic development. This
conservative approach to financial management will enable us
to continue pursuing capital growth for our
shareholders.
Dividends
Subject to availability of
distributable reserves, dividends will be paid to shareholders when
the Directors believe it is appropriate and prudent to do so. The
Group has achieved significant capital growth since its inception
and the Directors expect to commence dividend payments once the
Group's Covenant Leverage is below 1.5 times. The Directors
therefore do not recommend the payment of an interim dividend (30
June 2023: nil).
Corporate
Our 2023 annual results were
released on 18 March 2024 and on 12 April 2024 we held our AGM with
all resolutions being passed.
CFO succession
As previously announced, after
nearly eight years with the Group, Garth Palmer has notified the
Board of his intention to pursue other interests starting in 2025.
Garth will gradually hand over his tasks to Jan Van Beek, Deputy
CFO and CFO designate, who will join the Board when Garth steps
down. The appropriate AIM disclosures will
be provided in due course once all regulatory processes have been
completed and, in any event, before Jan is appointed to the
Board.
Jan qualified as an accountant
with Deloitte and led their international practice in the
Netherlands. He subsequently built a distinguished career in
senior finance roles within the minerals and
chemicals industry based in Europe and the USA. During his time at
Shell plc spin-out Hexion Jan was Global Finance Director and
subsequently CFO of several divisions, comprising turnover of over
USD 4bn and sales in 4 continents.
At Hexion Jan was jointly
responsible for investor relations work in relation to USD 3bn NYSE
listed bonds, the refinancing of multi-layered debt facilities as
well as reporting work up to ultimate owner Apollo Global
Management. At the end of his tenure with Hexion, Jan became CFO
designate of a USD 2bn spin-out.
Most recently Jan was Head of
Finance at ASML, the world leading producer of machines for the
semiconductor industry with a market capitalisation of EUR
335bn.
Outlook
Trading conditions in Europe
present both head and tailwinds which the Board is actively
managing. Industrial minerals will see areas of outperformance and
possible challenges in relation to expected softness in automotive
demand. Environmental markets have been consistently strong in the
food and agricultural segments, with weather-related pockets of
lower demand in power generation. A rebound in residential
construction has not yet materialised given prevailing high
interest rates and relatively low new planning applications
although we are well placed for market recovery.
The Board remains confident in the
Group's ability to deliver on the integration of the Polish assets,
and to continue to build on SigmaRoc's position as a European
leader in lime and limestone.
The Board's current outlook for
FY24 remains unchanged with EBITDA in line with
consensus1.
David Barrett
|
Max
Vermorken
|
Garth Palmer
|
Executive Chairman
|
Chief Executive Officer
|
Chief Financial Officer
|
9 September 2024
Notes:
1. Consensus expectations for
SigmaRoc, being the average of forecasts for the year ending 31
December 2024 provided by Analysts covering the Company, are
revenue of £1,060.0m and underlying EBITDA of £219.3m.
SigmaRoc today
The Group has established itself as
a leader in European natural commodities. Through strategic
acquisitions, including the recent acquisition of CRH's lime
businesses, SigmaRoc has strengthened its market position and
operational capabilities. The Group has 2.7bn tonnes of essential
limestone resource in strategically important positions within in
many of the key markets in Europe
Diverse portfolio of products
Recent strategic acquisitions have
broadened SigmaRoc's offerings beyond traditional construction
products. These include both specialised lime-related solutions and
innovative offerings for a number of industrial applications that
are key components in the manufacture of essential industrial
products such as steel, pulp & paper, various chemicals and a
number of environmental uses. This diversification allows the Group
to cater to sectors outside of construction such as agriculture and
the environment. This diversity of end markets, as a chemicals
provider to key industrial processes, ensures resilience against
market fluctuations given the broad focus on a variety of different
end markets with different cycles.
Historic stability of lime and limestone
markets
SigmaRoc sources its lime and
limestone materials from historically stable markets, enhancing its
operational advantages. By focusing on regions with established and
predictable demand for lime and limestone products, SigmaRoc
minimises volatility throughout its supply chain. The nature of
lime and limestone products, critical in construction and
industrial processes, ensures consistent demand even during
economic fluctuations. The location of SigmaRoc's production
facilities, strategically close to important industrial hubs,
ensures it can respond promptly to customer orders in these markets
while maintaining logistics efficiency. This foresight in targeting
areas characterised by stable consumption patterns allows the Group
to mitigate risks associated with economic downturns, providing a
solid foundation for sustainable growth in the long
term.
Strong assets
The company owns circa 70
high-efficiency kilns, which are capable of producing high-quality
hydrated lime and quicklime, ensuring consistent and reliable
output. Coupled with strategically located quarries, the Group
achieves control over the entire production process, from raw
material extraction to the final product. This allows the Group to
manage production costs and maintain product quality.
2.7 billion tonnes of mineral reserves
At the core of the Group's
sustainability and potential for long-term growth are its 2.7
billion tonnes limestone and lime mineral reserves. Its access to
high quality deposits enables the Group to ensure a secure supply
of materials, reducing the risk of disruptions and allowing for
careful long-term planning. Additionally, holding substantial
reserves in key geographical areas enhances SigmaRoc's negotiating
power in the marketplace, supporting competitive pricing strategies
and solidifying relationships with clients across various sectors
that require lime and limestone products.
Disciplined cost management
Cost management is integral to the
Group's strategy and underpins its profitable growth and success.
SigmaRoc employs rigorous cost control measures aimed at improving
operational efficiencies throughout its production process. By
investing in technology and innovative practices, the company
optimises resource allocation. This focus not only enables the
Group to maintain competitive pricing but also strengthens its
long-term viability within the sector. Strategic partnerships for
supply chain management further stabilise costs for raw materials
like limestone, allowing SigmaRoc to absorb fluctuations in
material pricing while capitalising on local macro drivers and mega
trends.
As SigmaRoc continues to navigate
the challenges and opportunities in the natural commodity sector,
we believe these competitive strengths will play a vital role in
securing its position as a market leader, equipped to meet evolving
demands and sustainable long-term growth.
CONDENSED CONSOLIDATED INCOME STATEMENT
|
|
6 months to 30 June
2024
Unaudited
|
6 months to 30 June
2023
Unaudited
|
|
|
Underlying
|
Non-underlying* (Note
8)
|
Total
|
Underlying
|
Non-underlying* (Note 8)
|
Total
|
Continued operations
|
Note
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Revenue
|
6
|
468,783
|
-
|
468,783
|
290,018
|
-
|
290,018
|
|
|
|
|
|
|
|
|
Cost of sales
|
7
|
(357,921)
|
-
|
(357,921)
|
(223,320)
|
-
|
(223,320)
|
|
|
|
|
|
|
|
|
Gross profit
|
|
110,862
|
-
|
110,862
|
66,698
|
-
|
66,698
|
|
|
|
|
|
|
|
|
Administrative expenses
|
7
|
(40,994)
|
(28,911)
|
(69,905)
|
(28,013)
|
(7,960)
|
(35,973)
|
|
|
|
|
|
|
|
|
Profit from operations
|
|
69,868
|
(28,911)
|
40,957
|
38,685
|
(7,960)
|
30,725
|
|
|
|
|
|
|
|
|
Net finance
(expense)/income
|
|
(21,860)
|
(4,601)
|
(26,461)
|
(6,381)
|
(764)
|
(7,145)
|
Other net (losses)/gains
|
|
1,126
|
(43)
|
1,083
|
738
|
634
|
1,372
|
|
|
|
|
|
|
|
|
Profit/(loss) before tax
|
|
49,134
|
(33,555)
|
15,579
|
33,042
|
(8,090)
|
24,952
|
|
|
|
|
|
|
|
|
Tax expense
|
9
|
(11,347)
|
1,598
|
(9,749)
|
(4,660)
|
-
|
(4,660)
|
|
|
|
|
|
|
|
|
Profit/(loss)
|
|
37,787
|
(31,957)
|
5,830
|
28,382
|
(8,090)
|
20,292
|
|
|
|
|
|
|
|
|
Profit/(loss) attributable to:
|
|
|
|
|
|
|
|
Owners of the parent
|
|
35,211
|
(31,957)
|
3,254
|
27,101
|
(8,090)
|
19,011
|
Non-controlling interests
|
|
2,576
|
-
|
2,576
|
1,281
|
-
|
1,281
|
|
|
37,787
|
(31,957)
|
5,830
|
28,382
|
(8,090)
|
20,292
|
Basic earnings per share attributable to owners of the parent
(expressed in pence per share)
|
16
|
3.18
|
(2.88)
|
0.30
|
4.01
|
(1.20)
|
2.81
|
Diluted earnings per share attributable to owners of the
parent (expressed in pence per share)
|
|
2.95
|
(2.68)
|
0.27
|
3.84
|
(1.15)
|
2.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
* Non-underlying items represent
acquisition related expenses, restructuring costs, certain finance
costs, share option expense and amortisation of acquired
intangibles. See Note 8 for more information.
CONDENSED CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
|
|
Share
capital
|
Share
premium
|
Share option
reserve
|
Other
reserves
|
Retained
earnings
|
Total
|
Non-controlling
interest
|
Total
|
|
Note
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Balance as at 1 January 2023
|
|
6,383
|
400,022
|
7,483
|
10,261
|
33,969
|
458,118
|
11,732
|
469,850
|
Profit for the period
|
|
-
|
-
|
-
|
-
|
19,011
|
19,011
|
1,281
|
20,292
|
Currency translation
differences
|
|
-
|
-
|
-
|
(19,662)
|
-
|
(19,662)
|
(433)
|
(20,095)
|
Other comprehensive
income
|
|
-
|
-
|
-
|
(7,010)
|
-
|
(7,010)
|
-
|
(7,010)
|
Total comprehensive income for the period
|
|
-
|
-
|
-
|
(26,672)
|
19,011
|
(7,661)
|
847
|
(6,813)
|
Contributions by and distributions to
owners
|
|
|
|
|
|
|
|
|
|
Issue of ordinary
shares
|
|
556
|
29,444
|
-
|
-
|
-
|
30,000
|
-
|
30,000
|
Issue of share capital
|
|
-
|
(782)
|
-
|
-
|
-
|
(782)
|
-
|
(782)
|
Share option charge
|
|
-
|
-
|
2,001
|
-
|
-
|
2,001
|
-
|
2,001
|
Exercise of share
options
|
|
-
|
-
|
(3)
|
-
|
3
|
-
|
-
|
-
|
Dividends
|
|
-
|
-
|
-
|
-
|
3,438
|
3,438
|
(843)
|
2,595
|
Movement in equity
|
|
-
|
(428,684)
|
-
|
(666)
|
429,451
|
101
|
-
|
101
|
Total contributions by and distributions to
owners
|
|
556
|
(400,022)
|
1,998
|
(666)
|
432,892
|
34,758
|
(843)
|
33,915
|
Balance as at 30 June 2023
|
|
6,939
|
-
|
9,481
|
(17,077)
|
485,872
|
485,215
|
11,737
|
496,952
|
Balance as at 1 July 2023
|
|
6,939
|
-
|
9,481
|
(17,077)
|
485,872
|
485,215
|
11,737
|
496,952
|
Profit for the period
|
|
-
|
-
|
-
|
-
|
(5,477)
|
(5,477)
|
1,903
|
(3,574)
|
Currency translation
differences
|
|
-
|
-
|
-
|
16,553
|
-
|
16,553
|
319
|
16,872
|
Other comprehensive
income
|
|
-
|
-
|
-
|
1,504
|
-
|
1,504
|
-
|
1,504
|
Total comprehensive income for the period
|
|
-
|
-
|
-
|
18,057
|
(5,477)
|
12,580
|
2,222
|
14,802
|
Contributions by and distributions to
owners
|
|
|
|
|
|
|
|
|
|
Acquired via
acquisition
|
|
-
|
-
|
-
|
-
|
-
|
-
|
616
|
616
|
Share option charge
|
|
-
|
-
|
2,001
|
-
|
-
|
2,001
|
-
|
2,001
|
Dividends
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(432)
|
(432)
|
Other equity
adjustments
|
|
-
|
-
|
-
|
(351)
|
1,296
|
945
|
-
|
945
|
Total contributions by and distributions to
owners
|
|
-
|
-
|
2,001
|
(351)
|
1,296
|
2,946
|
184
|
3,130
|
Balance as at 31 December 2023
|
|
6,939
|
-
|
11,482
|
629
|
481,691
|
500,741
|
14,143
|
514,884
|
Balance as at 1 January 2024
|
|
6,939
|
-
|
11,482
|
629
|
481,691
|
500,741
|
14,143
|
514,884
|
Profit for the period
|
|
-
|
-
|
-
|
-
|
3,254
|
3,,254
|
2,576
|
5,830
|
Currency translation
differences
|
|
-
|
-
|
-
|
(1,708)
|
-
|
(1,708)
|
(105)
|
(1,813)
|
Other comprehensive
income
|
|
-
|
-
|
-
|
(1,115)
|
-
|
(1,115)
|
-
|
(1,115)
|
Total comprehensive income for the period
|
|
-
|
-
|
-
|
(2,823)
|
3,254
|
431
|
2,471
|
2,902
|
Contributions by and distributions to
owners
|
|
|
|
|
|
|
|
|
|
Acquired via
acquisition
|
|
-
|
-
|
-
|
-
|
-
|
-
|
14,230
|
14,230
|
Issue of ordinary
shares
|
15
|
4,211
|
195,789
|
-
|
-
|
-
|
200,000
|
-
|
200,000
|
Issue of share capital
|
|
-
|
(4,332)
|
-
|
-
|
-
|
(4,332)
|
-
|
(4,332)
|
Share option charge
|
|
-
|
-
|
3,832
|
-
|
-
|
3,832
|
-
|
3,832
|
Exercise of share
options
|
|
-
|
-
|
(12)
|
-
|
12
|
-
|
-
|
-
|
Dividends
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(882)
|
(882)
|
Movement in equity
|
|
-
|
-
|
-
|
(461)
|
(348)
|
(809)
|
156
|
(653)
|
Total contributions by and distributions to
owners
|
|
4,211
|
191,457
|
3,820
|
(461)
|
(336)
|
198,691
|
13,504
|
212,195
|
Balance as at 30 June 2024
|
|
11,150
|
191,457
|
15,302
|
(2,655)
|
484,609
|
699,863
|
30,188
|
729,981
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
CONDENSED CASH FLOW
STATEMENTS
|
|
6 months to 30 June
2024
Unaudited
|
6 months to 30 June
2023
Unaudited
|
|
Note
|
£'000
|
£'000
|
Cash flows from operating activities
|
|
|
|
Profit
|
|
5,830
|
20,292
|
Adjustments for:
|
|
|
|
Depreciation and
amortisation
|
|
36,045
|
18,533
|
Share option expense
|
|
3,832
|
2,001
|
Loss/(gain) on sale of property,
plant and equipment
|
|
(249)
|
(229)
|
Net finance costs
|
|
26,461
|
7,413
|
Other non-cash
adjustments
|
|
(1,554)
|
(548)
|
Income tax expense
|
|
11,347
|
4,026
|
Share of earnings from
associates
|
|
(303)
|
(414)
|
Increase in trade and other
receivables
|
|
(26,348)
|
(11,280)
|
Increase in inventories
|
|
(8,976)
|
(5,950)
|
(Decrease)/increase in trade and
other payables
|
|
32,497
|
(12,342)
|
Decrease in provisions
|
|
(335)
|
(178)
|
Income tax paid
|
|
(9,689)
|
(4,223)
|
Interest received
|
|
711
|
1,487
|
Finance costs
|
|
(15,960)
|
(10,342)
|
Net
cash flows from operating activities
|
|
53,309
|
8,246
|
|
|
|
|
Investing activities
|
|
|
|
Purchase of property, plant and
equipment
|
10
|
(26,278)
|
(14,617)
|
Cash paid for acquisition of
subsidiaries (net of cash acquired)
|
|
(550,803)
|
(17,012)
|
Proceeds from sale of
subsidiary
|
|
-
|
1,720
|
Sale of property plant and
equipment
|
|
497
|
1,014
|
Purchase of intangible
assets
|
11
|
(1,500)
|
(7)
|
Purchase of available for sale
assets
|
|
-
|
(250)
|
Financial derivatives
|
|
(1,036)
|
(4)
|
Net
cash used in investing activities
|
|
(579,120)
|
(29,156)
|
|
|
|
|
Financing activities
|
|
|
|
Proceeds from share issue
|
|
200,000
|
30,000
|
Cost of share issues
|
|
(4,332)
|
(782)
|
Proceeds from borrowings
|
|
758,593
|
2,135
|
Cost of borrowings
|
|
(14,858)
|
-
|
Repayment of borrowings
|
|
(305,806)
|
(13,997)
|
Loans granted
|
|
(9,000)
|
-
|
Dividends paid
|
|
-
|
(843)
|
Net
cash generated from financing activities
|
|
624,597
|
16,513
|
|
|
|
|
Net
increase in cash and cash equivalents
|
|
98,786
|
(4,397)
|
Cash and cash equivalents at
beginning of period
|
|
55,690
|
68,623
|
Exchange (losses)/gains on
cash
|
|
(1,651)
|
(1,700)
|
Cash and cash equivalents and end of period
|
|
152,825
|
62,526
|
NOTES TO THE FINANCIAL
STATEMENTS
1. General Information
The principal activity of SigmaRoc
is to make investments and/or acquire projects in the quarried
materials sector, and the principal activity of the Group is the
production of high-quality aggregates and supply of value-added
industrial and construction materials. The Company's shares are
admitted to trading on the AIM market of the London Stock Exchange
('AIM'). The Company is incorporated and domiciled in the United
Kingdom.
The address of its registered
office is 6 Heddon Street, London, W1B 4BT.
2. Basis of preparation
The interim financial statements
have been prepared in accordance with AIM rule 18. The interim
financial statements have been prepared applying the accounting
policies and presentation that were applied in the annual financial
statements for the year ended 31 December 2023. The condensed interim financial statements should be read in conjunction with the annual
financial statements for the year ended 31 December
2023.
The interim report does not
include all of the notes of the type normally included in an annual
financial report. Accordingly, this report is to be read in
conjunction with the annual report for the year ended 31 December
2023, which has been prepared in accordance with UK-adopted
international accounting standards and the requirements of the
Companies Act 2006, and any public announcements made by SigmaRoc
plc during the interim reporting period.
Statutory financial statements for
the period ended 31 December 2023 were approved by the Board of
Directors on 17 March 2024 and delivered to the Registrar of
Companies. The report of the auditors on those financial statements
was unqualified. The accounting policies adopted are consistent
with those of the previous financial year and corresponding interim
reporting period, except for the estimation of income tax, refer to
note 9, and the adoption of new and amended standards as set out
below.
Going concern
The interims financial statements
have been prepared on a going concern basis which the directors
consider to be appropriate for the following reasons.
The Group meets its day-to-day
working capital and other funding requirements through operating
cash generation and its Debt Facilities. The Debt Facilities
comprise of a €600
million committed term facility, €150 million revolving credit
facility and a further €100 million uncommitted accordion
which matures on 21 November
2028.
The Group comfortably met all
covenants and other terms of its borrowing agreements in the
period, and maintained its track record of profitability, with an
overall profit before taxation for the period of £9.7
million.
Consequently, the directors are
confident that the Group will have sufficient funds to continue to
meet its liabilities as they fall due for at least 12 months from
the date of approval of these financial statements and therefore
have prepared the Interim Financial Statements on a going concern
basis.
Risks and uncertainties
The Board continuously assesses
and monitors the key risks of the business. The key risks that
could affect the Company's medium-term performance and the factors
that mitigate those risks have not substantially changed from those
set out in the Company's 2023 Annual Report and Financial
Statements, a copy of which is available on the Company's
website: www.sigmaroc.com.
The key financial risks are liquidity risk, credit risk, interest
rate risk and asset fair value estimation risks.
Critical accounting estimates
The preparation of condensed
interim financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities at the end of the reporting period. Significant items
subject to such estimates are set out in Note 4 of the Company's
2023 Annual Report and Financial Statements. The nature and amounts
of such estimates have not changed significantly during the interim
period.
Foreign Currencies
a) Functional and Presentation
Currency
Items included in the Financial
Statements are measured using the currency of the primary economic
environment in which the entity operates (the 'functional
currency'). The Financial Statements are presented in Pounds
Sterling, rounded to the nearest pound, which is the Group's
functional currency.
b) Transactions and
Balances
Foreign currency transactions are
translated into the functional currency using the exchange rates
prevailing at the dates of the transactions or valuation where such
items are re-measured. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation
at year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the Income
Statement. Foreign exchange gains and losses that relate to
borrowings and cash and cash equivalents are presented in the
Income Statement within 'finance income or costs. All other foreign
exchange gains and losses are presented in the Income Statement
within 'Other net gains/(losses)'.
Translation differences on
non-monetary financial assets and liabilities such as equities held
at fair value through profit or loss are recognised in profit or
loss as part of the fair value gain or loss. Translation
differences on non-monetary financial assets measured at fair
value, such as equities classified as available for sale, are
included in other comprehensive income.
c) Group companies
The results and financial position
of all the Group entities that have a functional currency different
from the presentation currency are translated into the presentation
currency as follows:
·
assets and liabilities for each period end date
presented are translated at the period-end closing rate;
·
income and expenses for each Income Statement are
translated at average exchange rates (unless this average is not a
reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and
expenses are translated at the dates of the transactions);
and
·
all resulting exchange differences are recognised
in other comprehensive income.
On consolidation, exchange
differences arising from the translation of the net investment in
foreign entities, and of monetary items receivable from foreign
subsidiaries for which settlement is neither planned nor likely to
occur in the foreseeable future, are taken to other comprehensive
income. When a foreign operation is sold, such exchange differences
are recognised in the Income Statement as part of the gain or loss
on sale.
3. Accounting policies
Except as described below, the
same accounting policies, presentation and methods of computation
have been followed in these condensed interim financial statements
as were applied in the preparation of the company's annual
financial statements for the year ended 31 December 2023, except
for the impact of the adoption of the Standards and interpretations
described in para 3.1 below:
3.1. Changes in accounting policy and
disclosures
(a) Accounting developments during 2024
The IASB issued various amendments
and revisions to UK IAS and IFRIC interpretations which include IAS
1 - Non-current liabilities with covenants, IAS 7 - Statement of
cash flows, IFRS 16 - Leases and IFRS 7 - Supplier finance
arrangements. The amendments and revisions
were applicable for the period ended 30 June 2024 but did not
result in any material changes to the financial statements of the
Group or Company.
(b) New standards, amendments and interpretations in issue
but not yet effective or not yet endorsed and not early
adopted
Standard
|
Impact on initial application
|
Effective date
|
IAS 21
|
The effects of changes in foreign
exchange rates
|
1 January 2025
|
IFRS 7
|
Classification and measurement of
Financial Instruments
|
1 January 2026
|
IFRS 9
|
Classification and measurement of
Financial Instruments
|
1 January 2026
|
IFRS 18
|
Presentation of disclosures in
Financial Statements
|
1 January 2027
|
IFRS 19
|
Subsidiaries without Public
Accountability: Disclosures
|
1 January 2027
|
The Group is evaluating the impact
of the new and amended standards above which are not expected to
have a material impact on the Group's results or shareholders'
funds.
4. Dividends
No dividend has been declared or
paid by the Company during the six months ended 30 June 2024 (2023:
nil).
5. Segment Information
Management has determined the
operating segments based on reports reviewed by the Board of
Directors that are used to make strategic decisions. During the
periods presented the Group has five geographical regions, North
West which comprises of UK Lime, Irish Lime, UK Stone and UK
Products; West which comprises of Development, Belgian Stone and
Belgian Products; Central which comprises of German Lime and Czech
Lime; North East which comprises of Nordic Lime, Nordic Stone,
Nordic Corporate, Polish Lime, Polish Stone and Ukrainian Stone.
Activities in all regions relate to the production and sale of
construction material products and services.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 months to 30 June
2024
|
|
North West
|
West
|
Central
|
North East
|
Corporate
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenue
|
104,521
|
54,237
|
143,798
|
166,227
|
-
|
468,783
|
Profit from operations per
reportable segment
|
14,071
|
4,493
|
14,706
|
25,898
|
(18,211)
|
40,957
|
Additions to non-current
assets
|
121,813
|
3,252
|
813,039
|
3,334
|
(27)
|
941,411
|
Reportable segment assets
|
399,876
|
159,279
|
966,453
|
593,343
|
33,864
|
2,152,815
|
Reportable segment
liabilities
|
89,770
|
75,874
|
476,612
|
133,799
|
646,779
|
1,422,834
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
6 months to 30 June
2023
|
|
North West
|
West
|
North East
|
Corporate
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenue
|
73,789
|
56,017
|
160,212
|
-
|
290,018
|
Profit from operations per
reportable segment
|
10,349
|
10,176
|
21,933
|
(11,733)
|
30,725
|
Additions to non-current
assets
|
1,129
|
(195)
|
(7,358)
|
171
|
(6,253)
|
Reportable segment assets
(restated)
|
235,202
|
153,478
|
570,694
|
14,894
|
974,268
|
Reportable segment liabilities
(restated)
|
52,647
|
35,861
|
106,260
|
282,548
|
477,316
|
Reportable segment assets and
reportable segment liabilities are restated following PPA fair
value adjustments in 2023.
6. Revenue
|
Consolidated
|
|
6 months to 30 June
2024
Unaudited
|
6 months to 30 June
2023
Unaudited
|
|
£'000
|
£'000
|
Industrial minerals
|
198,055
|
87,886
|
Construction
|
189,078
|
165,665
|
Environment
|
81,650
|
36,467
|
|
468,783
|
290,018
|
|
|
| |
In prior years revenue was
disclosed by upstream products, value added products and
value-added services and now management has concluded that revenue
is to be disclosed by the end markets being, industrial minerals,
construction and environment, to provide better clarity for the end
user and align the way the Group refers to revenue throughout the
interim report.
Construction minerals revenue
relates to the sale of minerals (aggregates, concrete and concrete
products, asphalt, contracting services) for use in construction.
These revenues are recognised at a point in time as the product is
transferred to the customer, except for contracting and similar
services where revenue is recognised over time.
Industrial minerals revenue
relates to the sale of minerals to be used for industrial purposes
and includes limestone powder, quicklime, ground calcium carbonate
and aggregates. These revenues are recognised in the same way as
construction minerals revenues.
Environment minerals revenue
relates to the sale of products for use in the environment and
agriculture industries.
The Group contracting services
revenue for the year ended 30 June 2024 was £10.8 million (2023:
£10.8 million).
7. Expenses by nature
|
6 months to 30 June
2024
Unaudited
|
6 months to 30 June
2023
Unaudited
|
|
£'000
|
£'000
|
Cost of sales
|
|
|
Changes in inventory
|
7,933
|
3,974
|
Raw materials and
production
|
154,846
|
98,061
|
Distribution and selling
expenses
|
40,359
|
20,837
|
Employee benefit expenses
|
91,844
|
61,473
|
Maintenance expense
|
18,343
|
12,572
|
Plant hire expense
|
3,543
|
3,267
|
Depreciation and amortisation
expense
|
29,009
|
15,176
|
Other costs of sale
|
12,044
|
7,960
|
Total cost of sales
|
357,921
|
223,320
|
Administrative expenses
|
|
|
Operational admin
expenses
|
48,344
|
27,253
|
Corporate admin
expenses
|
21,561
|
8,720
|
Total administrative expenses
|
69,905
|
35,973
|
Depreciation and
amortisation expense is a combination of
property, plant and equipment depreciation and amortisation of
intangible assets.
8. Non-underlying items
As required by IFRS 3 - Business
Combinations, acquisition costs have been expensed as incurred.
Additionally, the Group incurred costs associated with obtaining
debt financing, including advisory fees to restructure the Group to
satisfy lender requirements.
|
6 months to 30 June
2024
Unaudited
|
6 months to 30 June
2023
Unaudited
|
|
£'000
|
£'000
|
Acquisition related
expenses
|
14,421
|
2,112
|
Restructuring expenses
|
2,981
|
285
|
Share options expense
|
3,832
|
2,001
|
Amortisation and remeasurement of
acquired intangibles
|
5,439
|
2,725
|
Amortisation of finance
costs
|
4,379
|
543
|
Unwinding of discount on deferred
consideration
|
222
|
222
|
Other non-underlying
|
683
|
202
|
|
31,957
|
8,090
|
Under IFRS 3 - Business
Combinations, acquisition costs have been expensed as incurred.
Additionally, the Group incurred costs associated with obtaining
debt financing, including advisory fees to restructure.
Acquisition related expenses
include exclusivity, introducer, advisor, consulting, legal fees,
accounting fees, insurance and other direct costs relating to
acquisitions which primarily pertain to the CRH lime
acquisitions.
Restructuring expenses relate to
the reorganisation and integration of recently acquired
subsidiaries, including costs associated with site optimisation,
transitional salary costs, redundancies, severance &
recruitment fees, and costs associated with financial reporting and
system migrations.
Share option expense is the fair
value of the share options issued and or vested during the
period.
Amortisation and remeasurement of
acquired assets are non-cash items which distort the underlying
performance of the businesses acquired. Amortisation of acquired
assets arise from certain fair value uplifts resulting from the
PPA. Remeasurement of acquired assets arises from ensuring assets
from acquisitions are depreciated in line with Group policy. These
are net of the deferred tax liability unwind on the asset fair
value uplift.
Amortisation of finance costs is
the amortisation of borrowing costs on the Syndicated Senior Credit
Facility. These costs are amortised over a 5-year
period.
Unwinding of discount on deferred
consideration is a non-cash adjustment relating to deferred
consideration arising on acquisitions.
Other non-underlying costs include
professional adviser fees and other miscellaneous non-recurring
costs.
9. Taxation
Income tax expense is recognised
based on management's estimate of the weighted average effective
annual income tax rate expected for the full financial year. The
estimated average annual tax rate used for the year to 30 June 2024
is 24.11%, compared to 19.38% for the six months ended 30 June
2023. The tax rate was lower in 2023 due to the recognition of
previously unrecognised carried-forward tax losses.
10. Property, plant and
equipment
|
Office
equipment
|
Land and
minerals
|
Land and
buildings
|
Plant and
machinery
|
Furniture and
vehicles
|
Right of use
assets
|
Construction in
progress
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Cost
|
|
|
|
|
|
|
|
|
|
As
at 31 December 2022 (as previously stated)
|
5,095
|
406,132
|
157,910
|
325,214
|
22,526
|
39,434
|
11,693
|
968,004
|
|
Fair value adjustment -
PPA*
|
-
|
30,286
|
986
|
-
|
-
|
-
|
-
|
31,272
|
|
As
at 1 January 2023
|
5,095
|
436,418
|
158,896
|
325,214
|
22,526
|
39,434
|
11,693
|
999,276
|
|
Acquired through acquisition of
subsidiary
|
207
|
348
|
3,474
|
6,190
|
2,689
|
-
|
-
|
12,908
|
|
Transfer between classes
|
-
|
4,456
|
709
|
188
|
-
|
-
|
(884)
|
4,469
|
|
Additions
|
85
|
1,762
|
280
|
5,192
|
810
|
992
|
5,496
|
14,617
|
|
Disposals
|
(25)
|
-
|
-
|
(2,107)
|
(900)
|
-
|
-
|
(3,032)
|
|
Forex
|
(292)
|
7,403
|
(14,568)
|
(15,790)
|
(354)
|
(1,093)
|
667
|
(24,027)
|
|
As
at 30 June 2023
|
5,070
|
450,387
|
148,791
|
318,887
|
24,771
|
39,333
|
16,972
|
1,004,214
|
|
Acquired through acquisition of
subsidiary
|
-
|
2,870
|
6,944
|
17,405
|
-
|
938
|
245
|
28,402
|
|
Transfer between classes
|
-
|
2,022
|
(789)
|
1,610
|
(214)
|
(154)
|
(595)
|
1,880
|
|
Fair value adjustments
|
-
|
406
|
-
|
-
|
-
|
-
|
-
|
406
|
|
Additions
|
121
|
4,087
|
3,072
|
9,943
|
2,578
|
1,219
|
4,552
|
25,572
|
|
Disposals
|
-
|
(36)
|
(1,987)
|
(4,731)
|
-
|
(3,079)
|
-
|
(9,833)
|
|
Forex
|
127
|
(11,106)
|
14,824
|
12,822
|
507
|
3,817
|
(647)
|
20,344
|
|
As
at 31 December 2023
|
5,318
|
448,630
|
170,855
|
355,936
|
27,642
|
42,074
|
20,527
|
1,070,982
|
|
Acquired through acquisition of
subsidiary
|
-
|
288,333
|
65,189
|
276,546
|
12,079
|
17,527
|
11,261
|
670,935
|
|
Provisional fair value
adjustments
|
-
|
121,867
|
26,620
|
(6,967)
|
333
|
-
|
-
|
141,853
|
|
Transfer between classes
|
-
|
-
|
(2,495)
|
4,199
|
497
|
349
|
(2,550)
|
-
|
|
Additions
|
213
|
2,545
|
1,673
|
8,456
|
710
|
3,210
|
9,471
|
26,278
|
|
Disposals
|
-
|
-
|
(33)
|
(331)
|
(196)
|
(109)
|
-
|
(669)
|
|
Forex
|
135
|
(6,438)
|
(3,367)
|
(7,652)
|
660
|
1,639
|
177
|
(14,846)
|
|
As
at 30 June 2024
|
5,666
|
854,937
|
258,442
|
630,187
|
41,725
|
64,690
|
38,886
|
1,894,533
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
As
at 1 January 2023
|
4,440
|
79,901
|
81,381
|
239,310
|
17,336
|
22,446
|
-
|
444,814
|
|
Acquired through acquisition of
subsidiary
|
80
|
-
|
1,064
|
4,070
|
2,386
|
-
|
-
|
7,600
|
|
Charge for the year
|
77
|
3,384
|
2,424
|
8,232
|
612
|
2,615
|
-
|
17,344
|
|
Disposals
|
(24)
|
-
|
-
|
(1,614)
|
(608)
|
-
|
-
|
(2,246)
|
|
Forex
|
(191)
|
588
|
(4,541)
|
(13,796)
|
(531)
|
(1,109)
|
-
|
(19,580)
|
|
As
at 30 June 2023
|
4,382
|
83,873
|
80,328
|
236,202
|
19,195
|
23,952
|
-
|
447,932
|
|
Acquired through acquisition of
subsidiary
|
-
|
762
|
5,708
|
16,215
|
(697)
|
-
|
-
|
21,988
|
|
Charge for the year
|
128
|
4,610
|
2,495
|
8,408
|
954
|
2,993
|
-
|
19,588
|
|
Disposals
|
-
|
(27)
|
(1,718)
|
(3,627)
|
-
|
(2,736)
|
-
|
(8,108)
|
|
Transfer between classes
|
13
|
1,737
|
-
|
276
|
-
|
428
|
-
|
2,454
|
|
Forex
|
117
|
(1,957)
|
4,086
|
12,342
|
1,023
|
(1,045)
|
-
|
14,566
|
|
As
at 31 December 2023
|
4,640
|
88,998
|
90,899
|
269,816
|
20,475
|
23,592
|
-
|
498,420
|
|
Acquired through acquisition of
subsidiary
|
-
|
38,382
|
9,087
|
68,160
|
4,898
|
825
|
-
|
121,352
|
|
Charge for the year
|
135
|
10,272
|
3,890
|
15,161
|
1,536
|
3,286
|
-
|
34,280
|
|
Disposals
|
-
|
-
|
(33)
|
-
|
(30)
|
(109)
|
-
|
(172)
|
|
Transfer between classes
|
-
|
-
|
(1,306)
|
1,462
|
(156)
|
-
|
-
|
-
|
|
Forex
|
(9)
|
(2,051)
|
(273)
|
(9,604)
|
(100)
|
1,687
|
-
|
(10,350)
|
|
As
at 30 June 2024
|
4,766
|
135,453
|
102,260
|
344,995
|
26,634
|
29,274
|
-
|
643,382
|
|
Net
book value
|
|
|
|
|
|
|
|
|
|
As
at 30 June 2023
|
688
|
366,514
|
68,463
|
82,685
|
5,576
|
15,381
|
16,972
|
556,279
|
|
As
at 31 December 2023
|
678
|
359,632
|
79,956
|
86,120
|
7,167
|
18,482
|
20,527
|
572,562
|
|
As
at 30 June 2024
|
900
|
719,336
|
156,178
|
285,192
|
15,102
|
35,409
|
38,886
|
1,251,003
|
|
|
|
|
|
|
|
|
|
|
| |
11. Intangible assets
|
Consolidated
|
|
Goodwill
|
Customer
Relations
|
Intellectual
property
|
Research &
Development
|
Branding
|
Other
Intangibles
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
£'000
|
|
Cost
|
|
|
|
|
|
|
|
|
As
at 31 December 2022 (as previously stated)
|
173,825
|
8,209
|
2,027
|
5,938
|
3,611
|
20,847
|
214,457
|
|
Price Purchase Allocation -
JQG
|
(23,448)
|
-
|
-
|
-
|
-
|
2,805
|
(20,643)
|
|
Price Purchase Allocation -
Goijens
|
(2,638)
|
2,516
|
-
|
-
|
-
|
-
|
(122)
|
|
As
at 31 December 2022 (as restated)
|
147,739
|
10,725
|
2,027
|
5,938
|
3,611
|
23,652
|
193,692
|
|
Additions
|
-
|
-
|
-
|
3
|
-
|
4
|
7
|
|
Reallocations
|
-
|
-
|
-
|
-
|
-
|
(5,917)
|
(5,917)
|
|
Provisional additions through
business combination
|
8,019
|
-
|
-
|
-
|
-
|
-
|
8,019
|
|
Forex
|
(9,593)
|
-
|
-
|
(400)
|
-
|
(314)
|
(10,307)
|
|
As
at 30 June 2023
|
146,165
|
10,725
|
2,027
|
5,541
|
3,611
|
17,425
|
185,494
|
|
Additions
|
-
|
1,114
|
-
|
1
|
-
|
1,735
|
2,850
|
|
Reallocations
|
-
|
(77)
|
(2,027)
|
(122)
|
(401)
|
-
|
(2,627)
|
|
Provisional additions through
business combination
|
15,666
|
-
|
-
|
-
|
-
|
-
|
15,666
|
|
Forex
|
8,506
|
-
|
-
|
532
|
-
|
966
|
10,004
|
|
As
at 31 December 2023
|
170,337
|
11,762
|
-
|
5,952
|
3,210
|
20,126
|
211,387
|
|
Additions
|
-
|
-
|
100
|
-
|
-
|
1,400
|
1,500
|
|
Reallocations
|
-
|
-
|
-
|
-
|
|
|
|
Acquired through business
combinations
|
-
|
-
|
-
|
-
|
-
|
8,181
|
8,181
|
Fair value adjustments
|
-
|
-
|
-
|
-
|
-
|
7,561
|
7,561
|
Provisional additions through
business combination
|
242,966
|
-
|
-
|
-
|
-
|
-
|
242,966
|
|
Forex
|
(1,018)
|
-
|
-
|
(66)
|
-
|
282
|
(802)
|
|
As
at 30 June 2024
|
412,285
|
11,762
|
100
|
5,886
|
3,210
|
37,550
|
470,793
|
|
Depreciation
|
|
|
|
|
|
|
|
|
As
at 1 January 2023
|
-
|
2,424
|
1,726
|
5,454
|
533
|
14,445
|
24,582
|
|
Charge for the year
|
-
|
413
|
42
|
31
|
80
|
623
|
1,189
|
|
Reallocations
|
-
|
-
|
-
|
-
|
-
|
(1,735)
|
(1,735)
|
|
Forex
|
-
|
-
|
-
|
25
|
-
|
7
|
32
|
|
As
at 30 June 2023
|
-
|
2,837
|
1,768
|
5,510
|
613
|
13,340
|
24,068
|
|
Charge for the year
|
-
|
666
|
-
|
29
|
79
|
1,215
|
1,989
|
|
Reallocations
|
-
|
-
|
(1,768)
|
-
|
-
|
(623)
|
(2,391)
|
|
Forex
|
-
|
-
|
-
|
107
|
-
|
(434)
|
(327)
|
|
As
at 31 December 2023
|
-
|
3,503
|
-
|
5,646
|
692
|
13,498
|
23,339
|
|
Charge for the year
|
-
|
526
|
3
|
24
|
80
|
1,132
|
1,765
|
|
Acquired through business
combinations
|
-
|
-
|
-
|
-
|
-
|
5,012
|
5,012
|
|
Fair value adjustments
|
-
|
-
|
-
|
-
|
-
|
3,692
|
3,692
|
|
Forex
|
-
|
-
|
-
|
(85)
|
-
|
761
|
676
|
|
As
at 30 June 2024
|
-
|
4,029
|
3
|
5,585
|
772
|
24,095
|
34,484
|
|
Net
book value
|
|
|
|
|
|
|
|
|
As
at 30 June 2023
|
146,165
|
7,888
|
259
|
31
|
2,998
|
4,085
|
161,426
|
|
As
at 31 December 2023
|
170,337
|
8,259
|
-
|
306
|
2,518
|
6,628
|
188,048
|
|
As
at 30 June 2024
|
412,285
|
7,733
|
97
|
301
|
2,438
|
13,455
|
436,309
|
|
|
|
|
|
|
|
|
|
| |
Provisional adjustments have been
made to reflect the initial accounting for the acquisition of Fels,
Vapenka Vitosov, Clogrennane and Buxton Lime ("CRH Entities") by
the Company, being the elimination of the investment CRH Entities
against the non-monetary assets acquired and recognition of
goodwill. The Company determined the fair value of the net assets
acquired pursuant to the acquisition of the CRH Entities, via a
Purchase Price Allocation ('PPA') exercise. For Fels, the PPA
determined a provisional decrease of £73.6 million of goodwill with
the corresponding movement to uplift the value of the Land and
Minerals, Plant and Machinery, Vehicles and Land and Buildings this
is net off by a deferred tax liability on the PPA of £21.6 million.
For Vapenka Vitosov, the PPA determined a provisional decrease of
£17.82 million of goodwill with the corresponding movement to
uplift the value of the Land and Minerals, Plant and Machinery,
Vehicles and Land and Buildings, this is net off by a deferred tax
liability on the PPA of £3.7 million. For Clogrennane, the PPA
determined a provisional decrease of £26 million of goodwill with
the corresponding movement to uplift the value of the Land and
Minerals, Plant and Machinery and Land and Buildings, this is net
off by a deferred tax liability on the PPA of £3.2 million. For
Buxton Lime, the PPA determined a provisional decrease of £13.7
million of goodwill with the corresponding movement to uplift the
value of the Plant and Machinery and Land and Buildings, this is
net off by a deferred tax liability on the PPA of £3.4
million.
The intangible asset classes
are:
- Goodwill is the excess of the consideration
transferred and the acquisition date fair
value of any previous equity interest in the acquire over the fair
value of the net identifiable assets.
- Customer relations is the value attributed to the key
customer lists and relationships.
- Intellectual property is the patents owned by the
Group.
- Research and development is the acquisition of new technical
knowledge and trying to improve existing processes or products or;
developing new processes or products.
- Branding is the value attributed to the established company
brand.
- Other intangibles consist of capitalised development costs
for assets produced that assist in the operations of the Group and
incur revenue.
Amortisation of intangible assets
is included in cost of sales on the Income Statement.
Development costs have been capitalised in
accordance with the requirements of IAS 38 and are therefore not
treated, for dividend purposes, as a realised loss.
12. Investment in Equity Accounted Associates
& Joint Ventures
Nordkalk has a joint venture
agreement with Franzefoss Minerals AS, managing a lime kiln located
in Norway which was entered into on 5 August 2004.
The Group entered into a joint
venture agreement partnering with Arcelor Mittal, to invest in
green quicklime and dolime production in Dunkirk, which
was entered into on 11 September 2022.
The Group has one non-material
local associate in Pargas, Pargas Hyreshus Ab.
|
30 June
2024
Unaudited
|
30 June
2023
Unaudited
|
|
£'000
|
£'000
|
Interests in associates
|
543
|
591
|
Interest in joint venture
|
6,529
|
5,574
|
|
7,072
|
6,165
|
|
|
Proportion of ownership
interest held
|
Name
|
Country of incorporation
|
30 June
2024
Unaudited
|
30 June
2023
Unaudited
|
NorFraKalk AS
|
Norway
|
50%
|
50%
|
AMeLi Green Lime
Solutions
|
France
|
47.5%
|
-
|
|
|
|
|
|
| |
Summarised financial information
NorFraKalk AS - Cost and net book value
|
30 June
2024
Unaudited
£'000
|
30 June
2023
Unaudited
£'000
|
Current assets
|
9,750
|
7,994
|
Non-current assets
|
7,599
|
6,584
|
Current liabilities
|
4,556
|
2,781
|
Non-current liabilities
|
2,656
|
2,144
|
|
10,137
|
9,653
|
|
6 months to 30 June
2024
Unaudited
£'000
|
6 months to 30 June
2023
Unaudited
£'000
|
Revenues
|
6,753
|
5,947
|
Profit after tax from continuing
operations
|
357
|
812
|
13. Non-controlling interests
|
6 months to 30 June
2024
Unaudited
£'000
|
6 months to 30 June
2023
Unaudited
£'000
|
As at 1 January
|
14,143
|
11,732
|
Non-controlling interests share of
profit in the period
|
2,576
|
1,281
|
Acquired via
acquisition
|
14,230
|
-
|
Dividends paid
|
(882)
|
(843)
|
Other adjustments
|
156
|
-
|
Foreign exchange
movement
|
(105)
|
(433)
|
As
at 30 June
|
30,118
|
11,737
|
|
30 June
2024
|
|
30 June
2023
|
|
Vapenka
Vitošov
|
Suomen
Karbonaatti
|
Other individually
immaterial subsidiaries
|
|
Suomen
Karbonaatti
|
Other individually
immaterial subsidiaries
|
|
£'000
|
£'000
|
£'000
|
|
£'000
|
£'000
|
Current assets
|
17,505
|
19,918
|
9,794
|
|
15,103
|
11,537
|
Non-current assets
|
73,938
|
2,443
|
16,633
|
|
3,130
|
19,606
|
Current liabilities
|
5,699
|
5,115
|
3,638
|
|
11,074
|
8,057
|
Non-current liabilities
|
12,506
|
7,639
|
3,788
|
|
10
|
5,131
|
Net
Assets
|
73,238
|
9,606
|
19,001
|
|
7,149
|
17,955
|
Net
Assets Attributable to NCI
|
15,098
|
4,707
|
7,411
|
|
3,503
|
6,817
|
|
|
|
|
|
|
|
Revenue
|
20,630
|
21,064
|
7,829
|
|
18,253
|
12,719
|
Profit after taxation
|
3,504
|
2,967
|
850
|
|
1,870
|
1,050
|
Other comprehensive
income
|
-
|
-
|
-
|
|
-
|
-
|
Total comprehensive income
|
3,504
|
2,967
|
850
|
|
1,870
|
1,050
|
Net operating cash flow
|
4,976
|
2,857
|
1,698
|
|
1,552
|
977
|
Net investing cash flow
|
(213)
|
(434)
|
(753)
|
|
(137)
|
(812)
|
Net financing cash flow
|
(54)
|
(1,698)
|
(264)
|
|
(1,717)
|
(1,391)
|
Dividends paid to NCI
|
-
|
(838)
|
(52)
|
|
(843)
|
-
|
14. Borrowings
|
30 June
2024
Unaudited
|
30 June
2023
Unaudited
|
|
£'000
|
£'000
|
Non-current liabilities
|
|
|
Santander term facility
|
592,824
|
189,458
|
Bank Loans
|
2,114
|
2,351
|
Finance lease
liabilities
|
10,100
|
7,192
|
IFRS16 Leases
|
29,585
|
11,253
|
|
634,623
|
210,254
|
Current liabilities
|
|
|
|
|
|
Santander term facility
|
38,143
|
24,000
|
Bank loans
|
6,146
|
6,234
|
Finance lease liabilities
|
2,178
|
1,294
|
IFRS16 Leases
|
4,294
|
4,012
|
|
50,761
|
35,540
|
|
|
| |
On 22 November 2023 the Company
entered into a new syndicated senior credit facility of up to €750
million (the 'New Debt Facilities') led by Santander UK and BNPP,
with the syndicate including several major UK and European banks
and a further €125 million bridge loan ('Bridge Loan'). The New
Debt Facilities comprise a €600 million committed term facility,
€150 million revolving credit facility and a further €100 million
uncommitted accordion. The New Debt Facilities were conditional on
the completion of the acquisition of the CRH Deal 1, and following
completion on 4 January 2024, the Group repaid the legacy debt in
full and had drawn down funds from the New Debt
Facilities.
The New Debt Facilities is secured
over the Company and its material trading entities incorporated in
England and Wales, Belgium, Finland, Sweden, Germany, Poland,
Jersey, Guernsey, Germany and Ireland including share security and
security over key assets. Interest is charged at a rate between
2.00% and 3.50% above EURIBOR ('Interest Margin'), based on the
calculation of the adjusted leverage ratio for the relevant period.
For the period ending 30 June 2024 the Interest Margin was
3.00%.
The carrying amounts and fair
value of the non-current borrowings are:
|
Carrying amount and fair
value
|
|
|
30 June
2024
Unaudited
|
30 June
2023
Unaudited
|
|
|
£'000
|
£'000
|
|
Santander term facility (net of
establishment fees)
|
592,824
|
189,458
|
|
Bank loans
|
2,114
|
2,351
|
|
Finance lease
liabilities
|
10,100
|
7,192
|
|
IFRS16 leases
|
29,585
|
11,253
|
|
|
634,623
|
210,254
|
|
|
|
|
| |
15. Share capital and share
premium
|
Number of
shares
|
Ordinary
shares
|
Share
premium
|
Total
|
|
|
£
|
£
|
£
|
Issued and fully paid
|
|
|
|
|
As at 1 January 2023
|
638,246,344
|
6,383
|
400,022
|
406,405
|
Issue of new shares - 28 February
2023
|
55,555,555
|
556
|
28,682
|
29,238
|
Capital reduction - 23 May
2023
|
-
|
-
|
(428,704)
|
(428,704)
|
As at 30 June 2023
|
693,801,899
|
6,939
|
-
|
6,939
|
As at 31 December 2023
|
693,801,899
|
6,939
|
-
|
6,939
|
As at 1 January 2024
|
693,801,899
|
6,939
|
-
|
6,939
|
Issue of new shares - 4 January
2024(1)
|
421,052,631
|
4,211
|
191,457
|
195,668
|
As at 30 June 2024
|
1,114,854,530
|
11,150
|
191,457
|
202,607
|
(1) Includes issue costs of
£4,331,994
On 4 January 2024, the Company
raised £200 million net of issue costs via the issue and allotment
of 421,052,631 new Ordinary Shares at a price of 47.5 pence per
share.
16. Earnings per share
The calculation of the total basic
earnings per share of 0.30 pence (2023: 2.81 pence) is calculated by dividing the profit attributable to
shareholders of £5,830 million (2023: £20,292 million) by the weighted
average number of ordinary shares of 1,107,914,102 (2023:
675,999,566) in issue during the period.
Diluted earnings per share of 0.27
pence (2023: 2.70 pence) is calculated by
dividing the profit attributable to shareholders
of £5,830 million
(2023: £20,292
million) by the weighted
average number of ordinary shares in issue during the period plus
the weighted average number of share options and warrants to
subscribe for ordinary shares in the Company, which together
total 1,192,644,896 (2023:
705,122,110).
Details of share options that
could potentially dilute earnings per share in future periods are
disclosed in the notes to the Group's Annual Report and Financial
Statements for the year ended 31 December 2023.
17. Fair value of financial assets and
liabilities measured at amortised costs
The following table shows the
carrying amounts and fair values of the financial assets and
liabilities, including their levels in the fair value hierarchy. It
does not include fair value information for financial assets and
financial liabilities not measured at fair value if the carrying
amount is a reasonable approximation of fair value.
Items where the carrying amount
equates to the fair value are categorised to three
levels:
· Level 1 inputs are quoted prices (unadjusted) in active
markets for identical assets or liabilities that the entity can
access at the measurement date
· Level 2 inputs are inputs other than quoted prices included
within Level 1 that are observable for the asset or liability,
either directly or indirectly
· Level 3 inputs are unobservable inputs for the asset or
liability.
|
|
Carrying
amount
|
|
Fair value
|
|
|
Fair value - Hedging
instruments
|
Fair value through
P&L
|
Fair value through
OCI
|
Financial asset at amortised
cost
|
Other financial
liabilities
|
Total
|
Level 1
|
Level 2
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
|
Financial assets measured at fair value
|
|
|
Forward exchange
contracts
|
-
|
209
|
273
|
-
|
-
|
482
|
-
|
482
|
482
|
CO2 emission
hedge
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Electricity hedges
|
-
|
-
|
2,592
|
-
|
-
|
2,592
|
2,592
|
-
|
2,592
|
|
|
|
|
|
|
|
|
|
|
Financials assets not measured at fair
value
|
Trade and other receivables (excl.
Derivatives)
|
-
|
-
|
-
|
172,449
|
-
|
172,449
|
-
|
-
|
-
|
Cash and cash equivalents
|
-
|
-
|
-
|
152,825
|
-
|
152,825
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities measured at fair
value
|
Forward exchange
contracts
|
-
|
-
|
337
|
-
|
-
|
337
|
-
|
337
|
337
|
Electricity hedges
|
-
|
-
|
3,068
|
-
|
-
|
3,068
|
3,068
|
-
|
3,068
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities not measured at fair
value
|
Loans
|
-
|
-
|
-
|
-
|
639,227
|
639,227
|
-
|
-
|
-
|
Finance lease liability
|
-
|
-
|
-
|
-
|
46,157
|
46,157
|
-
|
-
|
-
|
Trade and other payables (excl.
derivative)
|
-
|
-
|
-
|
-
|
408,543
|
408,543
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
18. Business combination
Fels Holdings
GmbH
On 4 January 2024, the Group
acquired 100 per cent. of the share capital of Fels Holding GmbH
('Fels') and its subsidiaries for a cash consideration of €585
million including deferred consideration. Fels is registered and
incorporated in Germany. Fels is a lime producer with the key
operations of extracting limestone from quarries
as well further processing the limestone.
The following table summarises the
consideration paid for Fels and the values of the assets and equity
assumed at the acquisition date.
Total consideration
|
£'000
|
Net cash consideration
|
379,522
|
Purchase of loan
|
(125,125)
|
Discounted deferred
consideration
|
60,603
|
|
315,000
|
Recognised amounts of assets and liabilities
acquired
|
£'000
|
Trade and other
receivables
|
25,506
|
Inventories
|
21,627
|
Cash and cash equivalents
|
26,311
|
Property, plant &
equipment
|
437,555
|
Intangible assets
|
119,811
|
Trade and other payables
|
(83,533)
|
Borrowings
|
(125,346)
|
Provisions
|
(78,401)
|
Income tax refund
|
1,616
|
Deferred tax liabilities
|
(90,987)
|
Total identifiable net assets
|
254,159
|
Goodwill
|
60,841
|
Total consideration
|
315,000
|
The fair value of the acquired
assets of Fels are provisional, pending receipt of the final
valuations for those assets. Deferred tax has been provided in
relation to these fair value adjustments.
Since 4 January 2024, Fels has
contributed a profit of £8.0 million and revenue of £123.4 million.
Had Fels been consolidated from 1 January 2024, the consolidated
statement of income would show no additional profit and no
additional revenue.
Vapenka Vitošov
s.r.o
On 4 January 2024, the Group
acquired 75 per cent. of the share capital of Vapenka Vitošov s.r.o
('Vapenka') for a cash consideration of €85.8 million. Vapenka is
registered and incorporated in the Czech Republic. Vapenka is a
lime producer with the key operations of
extracting limestone from quarries as well further processing the
limestone.
The following table summarises the
consideration paid for Vapenka and the values of the assets and
equity assumed at the acquisition date.
Total consideration
|
£'000
|
Cash
|
74,120
|
|
74,120
|
Recognised amounts of assets and liabilities
acquired
|
£'000
|
Cash and cash equivalents
|
2,884
|
Trade and other
receivables
|
5,146
|
Inventories
|
4,333
|
Property, plant &
equipment
|
62,972
|
Intangible assets
|
13,069
|
Trade and other payables
|
(4,527)
|
Income tax payable
|
(731)
|
Borrowings
|
(8)
|
Provisions
|
(432)
|
Deferred tax liabilities
|
(12,111)
|
Non-controlling interests
|
(14,230)
|
Total identifiable net assets
|
56,365
|
Goodwill (refer to note 8)
|
17,755
|
Total consideration
|
74,120
|
The Group has chosen to recognise
the non-controlling interest at its book value for this
acquisition.
The fair value of the acquired
assets of Vapenka are provisional, pending receipt of the final
valuations for those assets. Deferred tax has been provided in
relation to these fair value adjustments.
Since 4 January 2024, Vapenka has
contributed a profit of £3.5 million and revenue of £20.6 million.
Had Vapenka been consolidated from 1 January 2024, the consolidated
statement of income would show no additional profit and no
additional revenue.
Clogrennane Lime
Limited
On 4 January 2024, the Group
acquired 100 per cent. of the share capital of Clogrennane Lime
Limited ('Clogrennane') for a cash consideration of €58.2 million.
Clogrennane is registered and incorporated in Ireland. Clogrennane
is a lime producer with the key operations of
extracting limestone from quarries as well further processing the
limestone.
The following table summarises the
consideration paid for Clogrennane and the values of the assets and
equity assumed at the acquisition date.
Total consideration
|
£'000
|
Cash
|
49,362
|
|
49,362
|
Recognised amounts of assets and liabilities
acquired
|
£'000
|
Cash and cash equivalents
|
8,329
|
Trade and other
receivables
|
3,587
|
Inventories
|
2,549
|
Property, plant &
equipment
|
9,114
|
Trade and other payables
|
(4,168)
|
Borrowings
|
(1)
|
Income tax payable
|
(1,188)
|
Deferred tax liability
|
(963)
|
Total identifiable net assets
|
17,259
|
Goodwill (refer to note 8)
|
32,103
|
Total consideration
|
49,362
|
The fair value of the acquired
assets of Clogrennane are provisional, pending receipt of the final
valuations for those assets. Deferred tax has been provided in
relation to these fair value adjustments.
Since 4 January 2024, Clogrennane
has contributed a profit of £2.3 million and revenue of £10.8
million. Had Clogrennane been consolidated from 1 January 2024, the
consolidated statement of income would show no additional profit
and no additional revenue.
Buxton Lime
Limited
On 27 March 2024, the Group
acquired 100 per cent. of the share capital of Buxton Lime Limited
('Buxton') for a cash consideration of €155 million. Buxton is
registered and incorporated in England and Wales. Buxton is a lime
producer with the key operations of extracting
limestone from quarries as well further processing the
limestone.
The following table summarises the
consideration paid for Buxton and the values of the assets and
equity assumed at the acquisition date.
Total consideration
|
£'000
|
Cash
|
113,776
|
Deferred consideration
|
12,714
|
Purchase of shareholder
loan
|
(19,538)
|
|
106,952
|
Recognised amounts of assets and liabilities
acquired
|
£'000
|
Cash and cash equivalents
|
500
|
Inventories
|
2,979
|
Property, plant &
equipment
|
25,308
|
Trade and other payables
|
(23,088)
|
Provisions
|
(6,056)
|
Total identifiable net assets
|
(357)
|
Goodwill (refer to note 8)
|
107,309
|
Total consideration
|
106,952
|
The fair value of the acquired
assets of Buxton are provisional, pending receipt of the final
valuations for those assets. Deferred tax has been provided in
relation to these fair value adjustments.
Since 27 March 2024, Buxton has
contributed a profit of £5.9 million and revenue of £25 million.
Had Buxton been consolidated from 27 March 2024, the consolidated
statement of income would show additional profit of £3 million and
revenue of £22.5 million.
19. Related party transactions
Loans with Group
Undertakings
Amounts receivable/(payable) as a
result of loans granted to/(from) subsidiary undertakings are as
follows:
|
Company
|
|
6 months to 30 June
2024
Unaudited
|
6 months to 30 June
2023
Unaudited
|
|
£'000
|
£'000
|
Ronez Limited
|
(27,654)
|
(23,044)
|
SigmaGsy Limited
|
(9,608)
|
(7,663)
|
SigmaFin Limited
|
21,885
|
20,549
|
Topcrete Limited
|
(11,178)
|
(10,346)
|
Poundfield Products (Group)
Limited
|
5,012
|
5,356
|
Foelfach Stone Limited
|
594
|
557
|
CCP Building Products
Limited
|
5,311
|
5,086
|
Carrières du Hainaut SCA
|
19,083
|
13,633
|
GDH (Holdings) Limited
|
15,349
|
10,737
|
B-Mix Beton NV
|
9,149
|
11,279
|
Stone Holdings SA
|
408
|
384
|
Nordkalk Oy Ab
|
22,096
|
55,924
|
Johnston Quarry Group
|
11,792
|
11,975
|
Rightcast Limited
|
(1,117)
|
(799)
|
Retaining UK Limited
|
(506)
|
-
|
SigmaCEN GmbH
|
42
|
-
|
Fels Holding GmbH
|
(16,059)
|
-
|
Clogrennane Lime Limited
|
(9,746)
|
-
|
Buxton Lime Limited
|
20,652
|
-
|
Baltics CO2 Management OU
|
429
|
-
|
|
55,934
|
93,628
|
Loans granted to or from
subsidiaries are unsecured, have interest charged at 6.5% and are
repayable in Pounds Sterling on demand from the Company.
All intra Group transactions are
eliminated on consolidation.
Other
Transactions
During the period, there were no
other related party transactions.
20. Events after the reporting
date
On 2 September 2024, the Company
completed the acquisition of Ovetill Investments SP. Z.o.o for
deferred consideration of €100 million.
21. Approval of interim financial
statements
The condensed interim financial
statements were approved by the Board of Directors on 6 September
2024.