TIDMSSPG

RNS Number : 5162H

SSP Group PLC

25 March 2020

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

LEI:213800QGNIWTXFMENJ24

For immediate release

25 March 2020

SSP Group plc ("SSP")

COVID-19 Trading Update, Financing Arrangements and Dividend Declaration

SSP's immediate priority continues to be the health and safety of all of our colleagues and customers. Across the business, we have implemented a range of additional health and safety policies and protocols covering hygiene, travel and self-isolation periods, and issued regular guidance in order to keep people fully informed and as well protected as possible against infection.

Current Trading

In our recent update on 26 February 2020, we indicated that we had seen sharp declines in passenger numbers across the Asia Pacific regions (which account for approximately 8% of SSP's Group revenue) in February. Since that update, SSP has seen an unprecedented and rapidly escalating impact of the COVID-19 virus on the travel operating environment, particularly in airports. The widespread travel bans imposed by governments and airline capacity reductions across our core markets have severely impacted passenger numbers in the UK, Europe and North America, particularly in international travel.

As a consequence, like-for-like revenues (based on the latest week) across the UK and continental Europe are currently running approximately 80% to 85% lower year-on-year ("YOY"), with the impact in the air market being greater than in rail. In North America, like-for-like revenues are approximately 80% lower YOY and in the Rest of World, which includes Asia Pacific, Eastern Europe, the Middle East, India and Brazil, like-for-like revenues are approximately 60% lower YOY.

In terms of the financial impact of COVID-19, our expectation is that for the month of March 2020, revenue across the Group will be approximately 40% to 45% lower YOY. This is expected to reduce Group revenue by approximately GBP125m - GBP135m, with a corresponding reduction in operating profit of approximately GBP50m - GBP60m.

Including the impact of COVID-19 on current trading, for the six months ending 31 March 2020 ("H1 2020"), SSP expects to see a decrease in total Group revenue of approximately -3% on a constant currency basis, compared to the same period last year, comprising a like-for-like sales decline of approximately -8% and net gains of approximately +5%. Total Group revenue at actual exchange rates is expected to decline by approximately -4% compared to the same period last year. SSP expects to have approximately GBP180m - GBP200m of cash and undrawn committed facilities (before any new funding as described below) at the end of H1 2020, leaving leverage at approximately 2.4x net debt / EBITDA (last twelve months).

Management Actions

We are taking all available actions to protect profit and cash, whilst working closely with our clients to maintain appropriate service levels for our customers.

Operational reductions

   --      Temporary closure of units 
   --      Reduced operating hours 
   --      Opening programme ceased for H2 2020 

Labour costs

   --      Headcount reduction and temporary lay-offs commenced 

-- Significant salary reductions across all senior management, the Group Executive and Group Board

Rents

   --      Majority of rent is being paid on a fully variable basis, as a percentage of revenue 
   --      Ongoing discussions with landlords for further rent relief 

Overheads

   --      Discretionary overhead expenditure being reduced to minimum levels to operate the business 

Capex

   --      Capital expenditure to be reduced to approximately GBP10m in H2 2020 

Further to the management actions set out above, SSP has suspended its previously announced share buyback of up to GBP100m, having only purchased approximately GBP2m of shares to date.

SSP will also defer the payment date of the final dividend of 6.0 pence per ordinary share to 4 June 2020. The dividend was approved at the Company's annual general meeting held on 26 February 2020 (with a record date and time of 6.00 p.m. on 6 March 2020) and would otherwise have been payable on 27 March 2020. SSP will also enter into discussions with shareholders to request that they waive their final dividend entitlement enabling that cash to be retained in the business.

SSP's Board does not intend to pay an interim dividend for H1 2020.

In addition to management action, on 17 March 2020 and 20 March 2020 HM Treasury announced a package of temporary, timely and targeted measures to support public services, people and businesses through this period of disruption caused by COVID-19. These include the Coronavirus Job Retention Scheme, deferred VAT payments and changes to business rates. In addition to these UK schemes, SSP is in active discussions with Governments around the world to secure support under their local schemes.

Furthermore, the joint HM Treasury and Bank of England lending facility, named the Covid Corporate Financing Facility ("CCFF") was launched. This facility is designed to support liquidity among larger firms, helping them to bridge coronavirus disruption to their cash flows through the purchase of short-term debt in the form of commercial paper. SSP expects to qualify for this scheme and is already well advanced in preparations and discussions with HM Treasury and the Bank of England to access the scheme.

Outlook

Clearly the duration of COVID-19's impact, including on global travel is very uncertain at this stage as are its consequences for our financial performance for the full year. Looking into the second half of the financial year (April - September 2020, or "H2 2020"), SSP's central planning assumption is that recent trading conditions seen through March 2020 will likely deteriorate further.

SSP has considered a very pessimistic scenario assuming an almost total shutdown of the travel market for the whole of the second half of the financial year, with Group revenue being down approximately 80% to 85% in H2 2020 against the same period last year. This reflects a worsening revenue impact in the third quarter of the financial year (down 85%) and only minimal improvement in the fourth quarter (down 80%). In considering the impact of this on operating profit, SSP has assumed that the benefit of the extensive management action to reduce the cost base would result in a "drop through" to operating profit from the reduced sales of 25% to 30%, an improvement compared with that experienced in February and March 2020.

Financing Arrangements and Equity Placing

SSP is taking decisive and immediate action to preserve cash and ensure sufficient liquidity even in the event of the most pessimistic trading scenario.

Furthermore, SSP today announces the following financing arrangements:

SSP announces that it has agreed a new up to GBP112.5m 18-month committed bank facility with HSBC Bank plc, Lloyds Bank plc and National Westminster Bank plc, which represents incremental financing to its existing debt facilities. This is subject to documentation on terms and conditions in line with such existing facilities and is conditional on SSP raising new equity. The Company is confident in its ability to meet its covenant thresholds as at 31 March 2020.

SSP has separately announced today a proposed equity raising

-- Intention to conduct a non--pre--emptive placing of new ordinary shares of 1 (17/200) pence each in the capital of the Company representing up to 19.99% of the Company's existing issued ordinary share capital (the "Equity Placing")

-- Directors and members of the senior management team including CEO, CFO and Chairman to participate alongside the Equity Placing and intend to contribute GBP760,000

-- The net proceeds of the Equity Placing will be used to strengthen the Company's balance sheet, working capital and liquidity position during this period of unprecedented disruption in the global travel market as a result of the COVID-19 outbreak

Based on the scenario planning undertaken by SSP management, the additional financing arrangements will provide sufficient liquidity to deal with even the most pessimistic trading scenario and enable SSP to operate through this unprecedented travel environment and also be positioned to return to growth as markets normalise.

Summary

The global travel industry is facing unprecedented disruption on a scale never before seen due to the impact of COVID-19 and the government implemented travel bans. SSP's Board and management team is, however, confident that the combination of our management actions to reduce costs and preserve cash, reduction in planned capex and the financing arrangements outlined above will position SSP to withstand the current environment. We remain confident in the long-term, proven strategy for growth and shareholder value creation.

Commenting on this announcement, Simon Smith, CEO of SSP Group, said:

"The COVID-19 outbreak is an unprecedented crisis and is having a severely negative impact on the travel sector. These are hugely challenging times and I would like to sincerely thank everyone at SSP for their support and commitment. In common with the sector, we have seen a very sharp drop off in passenger numbers and this has heavily impacted SSP revenues. We've had to take significant action to reduce our costs while doing everything we can to limit the impact of this on our colleagues. However, we have had to close a number of units given the extent to which passenger numbers have decreased. These decisions have not been taken lightly and I sincerely hope that we can re-open our units and welcome back our teams as soon as possible.

We also welcome the actions announced by HM Treasury to support individuals and businesses though the COVID-19 crisis. This together with the management action we are taking, and the additional funding arrangements announced today will put us in a strong position to manage through this crisis and be in the best shape possible to return to growth once the market begins to recover."

CONTACTS

Investor and analyst enquiries

Sarah John, Director of Investor Relations, SSP Group plc

+44 (0) 203 714 5251; E-mail: sarah.john@ssp-intl.com

Media enquiries

Peter Ogden / Lisa Kavanagh, Powerscourt

+44 (0) 207 250 1446; E-mail: ssp@powerscourt-group.com

NOTES TO EDITORS

About SSP

SSP is a leading operator of food and beverage concessions in travel locations, operating restaurants, bars, cafés, food courts, lounges and convenience stores in airports, train stations, motorway service stations and other leisure locations. With over 50 years of experience, today we have more than 39,000 employees, serving approximately one and a half million customers every day. We have business at approximately 180 airports and 300 rail stations, and operate more than 2,800 units in 35 countries around the world.

SSP operates an extensive portfolio of more than 550 international, national, and local brands. Among these are local heroes such as Brioche Dorée in Paris, LEON in London, and Hung's Delicacies in Hong Kong. Our range also includes proprietary brands created for the travel sector including Upper Crust, Cabin Bar and Ritazza, as well as international names such as M&S, Burger King, Starbucks, Jamie's Deli and YO! Sushi. We also create stunning bespoke concepts such as Five Borough Food Hall in JFK, New York and Norgesglasset Bar in Oslo Airport.

www.foodtravelexperts.com

IMPORTANT NOTICES

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement for accuracy or completeness. The information in this announcement is subject to change.

Neither this announcement nor the information contained herein nor any copy of it is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities in any jurisdiction.

Any securities referred to herein may not be offered or sold, directly or indirectly, in the United States unless registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. Any potential offer and sale of securities referred to herein will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa. There will be no public offer of the Shares in the United States, Australia, Canada, Japan or the Republic of South Africa.

Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Group. All statements other than statements of historical fact included in this announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "anticipates", "estimates", "projects", "will", "may", "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Group's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Group's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic and business cycles, the terms and conditions of the Group's financing arrangements, foreign currency rate fluctuations, competition in the Group's principal markets, acquisitions or disposals of businesses or assets and trends in the Group's principal industries. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. The forward-looking statements contained in this announcement speak only as of the date hereof. The Company and its Directors each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation.

The forecast financial information contained in this announcement was prepared based upon certain assumptions (the "Assumptions") about the development of the COVID--19 pandemic over the remainder of the financial year 2020 which are based on publicly available information published by organisations such as The World Health Organization and the UK Government and the impact of the COVID--19 pandemic, together with the impact of certain actions under consideration that may be taken by the Company in response, on the Group's condition (financial, operational, management, legal, regulatory or otherwise), earnings, management, results of operations, business affairs and business prospects (the "COVID--19 Impact"). The Assumptions and the extent and nature of the COVID--19 Impact are subject to a wide variety of significant uncertainties and the Group's actual financial results for the six months ending 31 March 2020, for the six months ending 30 September 2020 and for the year ending 30 September 2020 may differ materially from the forecast financial information contained in this announcement.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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March 25, 2020 03:00 ET (07:00 GMT)

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