REG - SigmaRoc PLC - Interim Results, Analyst Briefing & Investor Pres
09/09/2024 07:00
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RNS Number : 3277D SigmaRoc PLC 09 September 2024
(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 results(1)
30 June 2024 30 June 2023 YoY 30 June 2024 30 June 2023 YoY
change 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 debt(2) £532.6m £183.3m +190%
Covenant Leverage 2.57x 1.69x +50%
ROIC 6.2% 5.2% +100bps
FCF3 £43.4m -£0.6m
FCF Conversion(4) 43.4% 0.0%
Proforma statutory results(5) Proforma underlying results(5)
30 June 2024 30 June 2023 YoY 30 June 2024 30 June 2023 YoY
change 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 basis(5))
· 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
consensus(6)
· 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-forma(5) 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 consensus(6)
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 (http://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 (mailto: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
(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 Tel: +44 (0) 207 002 1080
Max Vermorken (Chief Executive Officer)
Garth Palmer (Chief Financial Officer) ir@sigmaroc.com (mailto:ir@sigmaroc.com)
Tom Jenkins (Head of Investor Relations)
Panmure Liberum (Nomad and Co-Broker) Tel: +44 (0) 203 100 2000
Scott Mathieson / John More / Dru Danford
Deutsche Numis (Co-Broker) Tel: +44 (0) 20 7260 1000
Richard Thomas / Hannah Boros
Walbrook PR Ltd (Public Relations) Tel: +44 20 7933 8780 sigmaroc@walbrookpr.com
Tom Cooper / Nick Rome 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 1(st) 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 CO(2) 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 consensus(1).
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 6 months to 30 June 2023
Unaudited 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 16 4.01 (1.20) 2.81
pence per share)
3.18 (2.88) 0.30
Diluted earnings per share attributable to owners of the parent (expressed in 3.84 (1.15) 2.70
pence per share)
2.95 (2.68) 0.27
* 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 COMPREHENSIVE INCOME
6 months to 30 June 2024 6 months to 30 June 2023
Unaudited Unaudited
Note £'000 £'000
Profit for the period 5,830 20,292
Other comprehensive income:
Items that will or may be reclassified to profit or loss:
Currency translation (losses) / gains (1,813) (20,095)
Cash settled hedges - effective portion of changes in fair value (1,379) (8,858)
Cash settled hedges - reclassified to profit or loss - 105
Remeasurement of the net defined benefits liability 3 -
Related tax 261 1,743
(2,928) (27,105)
Total comprehensive income 2,902 (6,813)
Total comprehensive income attributable to:
Owners of the parent 431 (7,661)
Non-controlling interests 13 2,471 847
Total comprehensive income for the period 2,902 (6,813)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Company number: 05204176
30 June 2024 30 June 2023 31 December 2023
Unaudited Unaudited (Restated)* Audited
Note £'000 £'000 £'000
Non-current assets
Property, plant and equipment 10 1,251,003 556,279 572,562
Intangible assets 11 436,309 161,426 188,048
Available for sale assets 250 250 250
Investment in equity-accounted associate 12 543 591 605
Investment in joint ventures 12 6,529 5,574 6,448
Derivative financial assets 573 3,904 1,369
Other receivables 12,518 4,134 3,398
Deferred tax asset 6,404 5,132 38
1,714,129 737,290 772,718
Current assets
Trade and other receivables 159,931 100,264 99,034
Inventories 123,429 72,765 84,309
Cash and cash equivalents 152,825 62,526 55,872
Derivative financial assets 2,501 1,423 3,328
438,686 236,978 242,543
Total assets 2,152,815 974,268 1,015,261
Current liabilities
Trade and other payables 341,848 130,053 158,199
Derivative financial liabilities 2,789 3,545 3,926
Provisions 3,481 6,373 8,489
Current tax payable 6,375 2,640 3,844
Borrowings 14 50,761 35,540 37,504
405,254 178,151 211,962
Non-current liabilities
Borrowings 14 634,623 210,254 200,792
Employee benefit liabilities 1,261 1,242 1,305
Derivative financial liabilities 616 2,510 1,167
Deferred tax liabilities 220,281 65,468 72,219
Provisions 94,104 3,810 4,724
Other payables 66,695 5,374 8,208
1,017,580 299,165 288,415
Total Liabilities 1,422,834 477,316 500,377
Net assets 729,981 496,952 514,884
Equity attributable to owners of the parent
Share capital 15 11,150 6,939 6,939
Share premium 15 191,457 - -
Share option reserve 15,302 9,481 11,482
Other reserves (2,655) (17,077) 629
Retained earnings 484,609 485,872 481,691
Equity attributable to owners of the parent 699,863 485,215 500,741
Non-controlling interest 13 30,118 11,737 14,143
Total Equity 729,981 496,952 514,884
* Restated for review of prior year acquisition accounting during the IFRS 3
hindsight period. Refer to note 17 for further information.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share premium Share option reserve Other reserves Retained earnings Total Non-controlling interest Total
capital
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 6 months to 30 June 2023
Unaudited 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
(http://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 6 months to 30 June 2023
Unaudited 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 6 months to 30 June 2023
Unaudited 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 6 months to 30 June 2023
Unaudited 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 30 June 2023
Unaudited 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 30 June 2023
Unaudited 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 30 June 2023
Unaudited Unaudited
£'000 £'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 6 months to 30 June 2023
Unaudited Unaudited
£'000 £'000
Revenues 6,753 5,947
Profit after tax from continuing operations 357 812
13. Non-controlling interests
6 months to 30 June 2024 6 months to 30 June 2023
Unaudited Unaudited
£'000 £'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 30 June 2023
Unaudited 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 30 June 2023
Unaudited 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
CO(2) 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 6 months to 30 June 2023
Unaudited 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.
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