Transition to IFRS
Porvair PLC
19 May 2006
For Immediate Release 19 May 2006
Porvair plc
Transition to International Financial Reporting Standards (IFRS)
Porvair plc ('Porvair') is today publishing information about its IFRS
accounting policies and restating its results for the year ended 30 November
2005, the six months results to 31 May 2005 and its balance sheets as at 30
November 2004, 2005 and 31 May 2005 in order to give an understanding of the
effect of IFRS on the Company's financial reporting. Porvair will report under
IFRS for the first time in the 2005/2006 interim results, which will be
published in July 2006.
Summary of IFRS impact on the year ended 30 November 2005 Income Statement
(unaudited)
Summary of IFRS impact on the year ended 30 November 2005 Income Statement
(unaudited)
Underlying* Statutory
£'000 £'000
UK GAAP profit before tax 3,028 874
Add back loss on discontinued operations - 644
----------- -----------
UK GAAP profit before tax (continuing 3,028 1,518
operations)
Adjustments:
Amortisation of goodwill - 2,221
SSAP 24 to IAS19 retirement benefit (325) (325)
adjustment
Charge for share based payments (81) (81)
Interest earned on long term debtor held 20 20
at fair value
Net impact of capitalised development 40 40
costs
----------- -----------
IFRS profit before tax (continuing 2,682 3,393
operations)
Summary of IFRS impact on earnings per share for the year ended 30 November 2005
(unaudited)
Underlying* Statutory
pence pence
UK GAAP - earnings per share 4.3p (1.1)p
IFRS - earnings per share
Basic 3.6p 3.7p
Basic - on continuing operations 3.6p 4.9p
Summary of IFRS impact on the Balance Sheet (unaudited)
1 December 30 November 1 December
2004 2005 2005**
£'000 £'000 £'000
Shareholders' funds under 30,472 33,305 33,305
UK GAAP
Adjustments (net of deferred tax)
Goodwill amortisation and
currency revaluation (1,798) 1,389 1,389
Fair value of long term debtor (105) (91) (91)
Retirement benefit (4,810) (4,827) (4,827)
provision adjustment
Dividend 368 425 425
Development expenditure 43 71 71
Deferred tax on share based - 26 26
payments
Adoption of IAS 39 - - (46)
----------- ----------- -----------
Shareholders' funds under 24,170 30,298 30,252
IFRS
Note 1 * Underlying performance is before goodwill amortisation and exceptional
items under UK GAAP and before exceptional items under IFRS.
Note 2 ** Porvair has elected to adopt IAS 32 Financial Instruments: Disclosure
and Presentation and IAS 39 Financial Instruments: Recognition and
Measurement from 1 December 2005 with no restatement of comparative
information.
The Company is not issuing a trading statement. However Porvair believes that
the market's estimates for its expected performance in 2006 and beyond are
currently based upon UK GAAP and will consequently require adjustment to bring
them into line with the new reporting requirements.
The adoption of IFRS changes the presentation of and measurements in the
accounts but has no impact on the underlying operations or cash flows of the
Group. However the implementation of the new standards may result in increased
volatility between periods in the reported results.
For further information please contact:
Porvair plc 01553 765 500
Chris Tyler, Group Finance
Director
Buchanan Communications 0207 466 5000
Charles Ryland / Ben Willey
Introduction
As a consequence of the adoption by the European Union ('EU') of International
Financial Reporting Standards ('IFRS') Porvair plc ('Porvair'), in common with
all companies quoted on the London Stock Exchange, is required to prepare its
consolidated financial statements under IFRS for all periods commencing on or
after 1 January 2005.
Porvair will first adopt IFRS for the year commencing 1 December 2005 and ending
30 November 2006, including the Interim Statement for the six months ending 31
May 2006. However, the requirement to restate comparative figures on the same
basis as the period then under review means that Porvair has:-
• Applied its new IFRS accounting policies to its consolidated 30 November
2004 balance sheet (previously prepared under UK Generally Accepted
Accounting Principles ('UK GAAP')), in order to determine an appropriately
adjusted opening position on transition to IFRS as at 1 December 2004
except in respect of IAS 32 and IAS 39, as explained below; and
• Restated its results for the year ended 30 November 2005 and its balance
sheet as at 30 November 2005 in line with its new IFRS accounting policies
for such comparative purposes, except in respect of IAS 32 and IAS 39, as
explained below.
The adoption of IFRS on the Porvair consolidated financial statements affects:
• Presentation
The format and descriptions used in the balance sheet and income statement
will change to accord with the new reporting requirements, and
• Measurement
The recognition and measurement of certain assets, liabilities, income and
expenses will change in order to comply with the new standards.
This document sets out the changes that are required to the previously reported
2004 balance sheet and the 2005 full year results and cash flows in order to
comply with IFRS, and the underlying reasons for those changes. Also included
are the consolidated income statement, cash flow statement and balance sheet for
the six months ended 31 May 2005 under IFRS. A further balance sheet has been
prepared as at 1 December 2005 to illustrate the effect of adopting IAS 32
Financial Instruments: Disclosure and Presentation and IAS 39 Financial
Instruments: Recognition and Measurement as at that date.
The financial information represents the Company's current best estimates, and
may need to be revised subsequently due to changes in IFRS, or to the
interpretation of its provisions.
Consolidated Income Statement for the year ended 30 November 2005 (unaudited)
IFRS format UK (GAAP) IFRS
------------------------ ----------------
Before Goodwill Exceptional Group Before Exceptional Group
exceptional amortisation items Exceptional items
items and items
goodwill
amortisation
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Continuing
operations
Revenue 44,873 44,873 44,873 44,873
Cost of sales (30,985) (30,985) (30,985) (30,985)
------- --------- ------- ------- ------- ------- ------
Gross profit 13,888 - - 13,888 13,888 - 13,888
Distribution (510) (510) (510) (510)
costs
Administrative (9,978) (2,221) 711 (11,488) (10,144) 711 (9,433)
expenses
------- --------- ------- ------- ------- ------- ------
Operating 3,400 (2,221) 711 1,890 3,234 711 3,945
profit/(loss)
Interest (557) (557) (757) (757)
payable and
similar
charges
Interest 185 185 205 205
receivable ------- --------- ------- ------- ------- ------- ------
Profit/(loss) 3,028 (2,221) 711 1,518 2,682 711 3,393
before tax
Taxation (889) (213) (1,102) (800) (213) (1,013)
------- --------- ------- ------- ------- ------- ------
Profit/(loss) 2,139 (2,221) 498 416 1,882 498 2,380
for the year
from continuing
operations
Discontinued
operations
Loss for the - - (451) (451) - (451) (451)
year from ------- --------- ------- ------- ------- ------- ------
discontinued
operations
Profit/(loss) 2,139 (2,221) 47 (35) 1,882 47 1,929
for the year ------- --------- ------- ------- ------- ------- ------
Profit 561 (201) - 360 561 - 561
attributable
to minority
interest
Profit/(loss) 1,578 (2,020) 47 (395) 1,321 47 1,368
attributable ------- --------- ------- ------- ------- ------- ------
to equity
shareholders
2,139 (2,221) 47 (35) 1,882 47 1,929
------- --------- ------- ------- ------- ------- ------
Earnings/
(loss) per share
expressed in
pence per share
- basic 4.3p (5.5)p 0.1p (1.1)p 3.6p 0.1p 3.7p
- diluted 4.3p (5.5)p 0.1p (1.1)p 3.6p 0.1p 3.7p
Earnings per
share from
continuing
operations
- basic 4.3p (5.5)p 1.3p 0.1p 3.6p 1.3p 4.9p
- diluted 4.3p (5.5)p 1.3p 0.1p 3.6p 1.3p 4.9p
Consolidated Income Statement for the 6 months ended 31 May 2005 (unaudited)
IFRS format UK (GAAP) IFRS
------------------------ ----------------
Before Goodwill Exceptional Group Before Exceptional Group
exceptional amortisation items Exceptional items
items and items
goodwill
amortisation
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Continuing
operations
Revenue 21,566 21,566 21,566 21,566
Cost of sales (15,213) (15,213) (15,213) (15,213)
------- --------- ------- ------- ------- ------- ------
Gross profit 6,353 6,353 6,353 6,353
Distribution (212) (212) (212) (212)
costs
Administrative (4,948) (1,109) 711 (5,346) (5,039) 711 (4,328)
expenses ------- --------- ------- ------- ------- ------- ------
Operating 1,193 (1,109) 711 795 1,102 711 1,813
profit/(loss)
Interest (318) (318) (418) (418)
payable and
similar
charges
Interest 133 133 143 143
receivable ------- --------- ------- ------- ------- ------- ------
Profit/(loss) 1,008 (1,109) 711 610 827 711 1,538
before tax
Taxation (325) (213) (538) (282) (213) (495)
------- --------- ------- ------- ------- ------- ------
Profit/(loss) 683 (1,109) 498 72 545 498 1,043
for the period
from continuing
operations
Discontinued
operations
Loss for the - - (451) (451) - (451) (451)
period from ------- --------- ------- ------- ------- -------- ------
discontinued
operations
Profit/(loss) 683 (1,109) 47 (379) 545 47 592
for the period ------- --------- ------- ------- ------- -------- ------
Profit 202 (89) - 113 202 202
attributable
to minority
interest
Profit/(loss) 481 (1,020) 47 (492) 343 47 390
attributable ------- --------- ------- ------- ------- -------- ------
to equity
shareholders
683 (1,109) 47 (379) 545 47 592
------- --------- ------- ------- ------- -------- ------
Earnings/
(loss) per share
expressed in
pence per share
- basic 1.3p (2.7)p 0.1p (1.3)p 1.0p 0.1p 1.1p
- diluted 1.3p (2.7)p 0.1p (1.3)p 1.0p 0.1p 1.1p
Earnings per
share from
continuing
operations
- basic 1.3p (2.7)p 1.4p - 1.0p 0.1p 1.1p
- diluted 1.3p (2.7)p 1.4p - 1.0p 0.1p 1.1p
Basis of preparation
The unaudited financial information contained in this document has been prepared
using IFRS policies based on IFRS expected to be applicable to the Company and
adopted formally by the EU as at 30 November 2006.
At this stage in the development of IFRS, matters such as the interpretation and
application surrounding it are continuing to evolve. In addition IFRS currently
in issue and endorsed by the EU are subject to interpretation by IFRIC and
further standards may be issued by the IASB that will be endorsed by the EU
before 30 November 2006. These uncertainties could result in the need to change
the basis of accounting or presentation of certain financial information from
that presented in this document.
Porvair is required to establish its IFRS accounting policies for the year ended
30 November 2006, and apply these retrospectively to determine its opening IFRS
balance sheet at the transition date of 1 December 2004 and the comparative
financial information for the year ending 30 November 2005. However, advantage
has been taken of certain exemptions afforded by IFRS 1 First Time Adoption of
International Financial Reporting Standards as follows:-
• Share-based payment
Porvair has applied IFRS 2 Share-based Payment retrospectively only to
equity-settled awards made after 7 November 2002 that had not vested at 1
January 2005.
• Financial Instruments
Porvair has elected to adopt IAS 32 Financial Instruments: Disclosure and
Presentation and IAS 39 Financial Instruments: Recognition and Measurement
from 1 December 2005 with no restatement of comparative information.
Consequently, the relevant comparative financial information for the six
months ended 31 May 2005 and the year ended 30 November 2005 does not
reflect the impact of these standards, but includes financial instruments
accounted for on a UK GAAP basis. A balance sheet is given to show the
impact of these standards as at 1 December 2005.
• Business combinations
As permitted by IFRS1, goodwill arising on acquisitions before 1 December
2004 (date of transition to IFRS) has been frozen at the UK GAAP amounts
subject to being tested for impairment at that date.
Principal Impacts of IFRS
The key differences between UK GAAP and IFRS that will impact the Group are set
out below. The impact of these adjustments is shown in the following tables.
Research and development
Under UK GAAP Porvair wrote off research and development expenditure in the year
in which it was incurred.
Under IFRS the Group capitalises development expenditure from the point that it
can be demonstrated that a measurable asset has been created and it is probable
that the asset will create future economic benefit. Capitalised expenditure is
amortised over the expected life of the developed product from the initial
commercial sales. Much of the Group's development expenditure is either in novel
technologies or bespoke products for specific customers and in these cases the
requirements are not met until the initial commercial trials have been approved.
Goodwill
Under UK GAAP goodwill on businesses acquired by the Group is capitalised and
amortised on a straight-line basis over its anticipated future life up to a
maximum of 20 years. Goodwill is calculated at the date of purchase and usually
recorded in the functional currency of the acquiring company.
Under IFRS, from 1 December 2004 onwards, goodwill will no longer be amortised,
but will instead be subject to an annual impairment review. Goodwill is held in
the functional currency of the underlying acquired operation.
Dividends
Under UK GAAP dividends relating to an accounting period but declared after the
balance sheet date are recognised as a liability even if the approval of that
dividend took place after the balance sheet date.
Under IFRS, proposed dividends do not meet the definition of a liability until
such time as they have been declared and paid, and in the case of the final
dividend, approved by shareholders at the Annual General Meeting.
Share-based payment
Under UK GAAP Porvair does not recognise an expense as options are either issued
at market value on which no charge arises or are Save-As-You-Earn schemes for
which UK GAAP includes an exemption from recognising an expense.
Under IFRS the cost of all share-based payments, based on the fair value of the
options or shares at the date of grant and calculated using an appropriate
pricing model, is recognised over the vesting period of the award.
Retirement benefits
Under UK GAAP the company accounted for its pension scheme under SSAP 24 but had
provided disclosures to enable the impact of adopting FRS17 to be derived. Under
FRS 17 the assets and liabilities of the Group's defined benefit pension scheme
are recognised at fair value in the balance sheet and the operating and
financing costs of defined benefit pension schemes are recognised in the income
statement as operating costs and finance costs respectively. Variations from
expected costs arising from the experience of the plans or changes in actuarial
assumptions are recognised immediately in the Statement of Total Recognised
Gains and Losses.
The differences between the requirements of FRS17 and IAS 19 Employee Benefits
have no impact on the Group.
To comply with IFRS, therefore the Group will apply the FRS17 adjustments
disclosed in its 2005 report and accounts.
Deferred taxation
The carrying values of deferred tax assets and liabilities in the balance sheet
have been adjusted to reflect the restatement of newly recognised assets and
liabilities arising from the adoption of IFRS.
Computer software
Under UK GAAP all capitalised computer software was classified within tangible
fixed assets. IFRS requires capitalised software that is not an integral part of
the hardware to be treated as an intangible asset.
Forward foreign exchange contracts and currency options
Porvair uses forward foreign exchange contracts and currency options for the
purposes of hedging material contractually committed and forecast foreign
currency denominated future sales and purchases. Under UK GAAP a form of hedge
accounting was applied to these forward foreign exchange contracts and currency
options meaning that these derivatives are held off balance sheet at period
ends.
Under IFRS the fair value of all forward foreign exchange contracts and currency
options is recognised on the balance sheet. IAS 39 places significant
restrictions on the use of hedge accounting and changes the hedge accounting
methodology. As a result, from 1 December 2005, Porvair will recognise all
forward foreign exchange contracts and currency options on the balance sheet at
fair value.
Long term loan receivable
Under UK GAAP the Group's long term loan receivable was held at its nominal
value and interest was credited to the income statement at the coupon rate on
the debtor.
Under IFRS the loan has been restated to its fair value to reflect a market
interest rate for the loan.
IFRS adjustments to consolidated Income Statement for the year ended 30 November
2005 (unaudited)
IFRS format UK Goodwill Retirement Share Income Development IFRS
(GAAP) amortisation benefit based from expenditure
charge payments long
term
loan
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Continuing
operations
Revenue 44,873 44,873
Cost of sales (30,985) (30,985)
------ -------- ------- ------ ------ -------- ------
Gross profit 13,888 - - - - - 13,888
Distribution (510) (510)
costs
Administrative(11,488) 2,221 (125) (81) 40 (9,433)
expenses
------ -------- ------- ------ ------ -------- ------
Operating 1,890 2,221 (125) (81) - 40 3,945
profit/(loss)
Interest (557) (200) (757)
payable and
similar
charges
Interest 185 20 205
receivable
------ -------- ------- ------ ------ -------- ------
Profit/(loss) 1,518 2,221 (325) (81) 20 40 3,393
before tax
Taxation (1,102) 98 9 (6) (12) (1,013)
------ -------- ------- ------ ------ -------- ------
Profit/(loss) 416 2,221 (227) (72) 14 28 2,380
for the year
from continuing
operations
Discontinued
operations
Loss for the (451) (451)
year from ------ -------- ------- ------ ------ -------- ------
discontinued
operations
Profit/(loss) (35) 2,221 (227) (72) 14 28 1,929
for the year ------ -------- ------- ------ ------ -------- ------
Profit 360 201 561
attributable
to minority
interest
Profit/(loss) (395) 2,020 (227) (72) 14 28 1,368
attributable ------ -------- ------- ------ ------ -------- ------
to equity
shareholders
(35) 2,221 (227) (72) 14 28 1,929
------ -------- ------- ------ ------ -------- ------
IFRS adjustments to consolidated Income Statement for the 6 months ended 31 May
2005 (unaudited)
IFRS format UK Goodwill Retirement Share Income Development IFRS
(GAAP) amortisation benefit based from expenditure
charge payments long
term
loan
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Continuing
operations
Revenue 21,566 21,566
Cost of sales (15,213) (15,213)
------ ------- ------- ------ ------ -------- ------
Gross profit 6,353 - - - - - 6,353
Distribution (212) (212)
costs
Administrative (5,346) 1,109 (80) (39) 28 (4,328)
expenses ------ ------- ------- ------ ------ -------- ------
Operating 795 1,109 (80) (39) - 28 1,813
profit/(loss)
Interest (318) (100) (418)
payable and
similar
charges
Interest 133 10 143
receivable ------ ------- ------- ------ ------ -------- ------
Profit/(loss) 610 1,109 (180) (39) 10 28 1,538
before tax
Taxation (538) 54 (3) (8) (495)
------ ------- ------- ------ ------ -------- ------
Profit/(loss) 72 1,109 (126) (39) 7 20 1,043
for the period
from continuing
operations
Discontinued
operations
Loss for the (451) (451)
period from ------ ------- ------- ------ ------ -------- ------
discontinued
operations
Profit/(loss) (379) 1,109 (126) (39) 7 20 592
for the period ------ ------- ------- ------ ------ -------- ------
Profit 113 89 202
attributable
to minority
interest
Profit/(loss) (492) 1,020 (126) (39) 7 20 390
attributable ------ ------- ------- ------ ------ -------- ------
to equity
shareholders
(379) 1,109 (126) (39) 7 20 592
------ ------- ------- ------ ------ -------- ------
Consolidated Balance Sheet as at 1 December 2004 - Adjustments and
reclassification to IFRS Format (unaudited)
IFRS format UK Goodwill Retirement Software Fair Dividend Development IFRS
(GAAP) amortisation benefit intangibles value expenditure
and currency obligations of long
revaluation term
loan
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Non-current
assets
Goodwill 27,785 (1,798) 25,987
Other - 12 62 74
intangible
assets
Property, plant 8,241 (12) 8,229
and equipment
Other 1,812 (150) 1,662
receivable
Deferred tax 587 202 45 (19) 815
asset
Pension 672 (672) -
prepayment ------- -------- -------- -------- ------ ------- --------- ------
39,097 (1,798) (470) - (105) - 43 36,767
------- -------- -------- -------- ------ ------- --------- ------
Current assets
Inventories 5,897 5,897
Trade and other 8,263 8,263
receiveables
Cash and cash 3,047 3,047
equivalents ------- -------- -------- -------- ------ ------- --------- ------
17,207 - - - - - - 17,207
Current
liabilities
Trade and other 5,853 5,853
payables
Current tax 532 532
liabilities
Retirement 550 (550) -
benefit
obligations
Bank overdrafts 1,000 1,000
and loans
Provisions 190 190
Proposed 368 (368) -
dividend ------- -------- -------- -------- ------ ------- --------- ------
8,493 - (550) - - (368) - 7,575
------- -------- -------- -------- ------ ------- --------- ------
Net current 8,714 - 550 - - 368 - 9,632
assets ------- -------- -------- -------- ------ ------- --------- ------
Non-current
liabilities
Bank loans 10,052 10,052
Retirement 550 4,890 5,440
benefit
obligations
Long-term 1,218 1,218
provisions ------- -------- -------- -------- ------ ------- --------- ------
11,820 - 4,890 - - - - 16,710
------- -------- -------- -------- ------ ------- --------- ------
Total 20,313 - 4,340 - - (368) - 24,285
liabilities ------- -------- -------- -------- ------ ------- --------- ------
Net assets 35,991 (1,798) (4,810) - (105) 368 43 29,689
------- -------- -------- -------- ------ ------- --------- ------
Capital and
reserves
Share capital 736 736
Share premium 28,679 28,679
account
Cumulative (1,100) (1,677) (2,777)
translation
adjustment
Retained 2,157 (121) (4,810) (105) 368 43 (2,468)
earnings ------- -------- -------- -------- ------ ------- --------- ------
Equity 30,472 (1,798) (4,810) - (105) 368 43 24,170
attributable to
equity holders
of the parent
Minority 5,519 5,519
interests ------- -------- -------- -------- ------ ------- --------- ------
Total equity 35,991 (1,798) (4,810) - (105) 368 43 29,689
------- -------- -------- -------- ------ ------- --------- ------
Consolidated Balance Sheet as at 31 May 2005 - Adjustments and reclassification to IFRS Format (unaudited)
IFRS format UK Goodwill Retirement Software Fair Dividend Development IFRS
(GAAP) amortisation benefit intangibles value expenditure
and currency obligations of long
revaluation term
loan
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Non-current
assets
Goodwill 26,776 (238) 26,538
Other - 9 90 99
intangible
assets
Property, plant 8,122 (9) 8,113
and equipment
Other 1,282 (140) 1,142
receivable
Deferred tax 605 208 42 (27) 828
asset
Pension 692 (692) -
prepayment ------- -------- -------- -------- ------ ------- --------- ------
37,477 (238) (484) - (98) - 63 36,720
------- -------- -------- -------- ------ ------- --------- ------
Current assets
Inventories 5,759 5,759
Trade and other 9,160 9,160
receiveables
Cash and cash 3,679 3,679
equivalents ------- -------- -------- -------- ------ ------- --------- ------
18,598 - - - - - - 18,598
Current
liabilities
Trade and other 6,557 6,557
payables
Current tax 360 360
liabilities
Retirement 550 (550) -
benefit
obligations
Bank overdrafts 1,000 1,000
and loans
Provisions - -
Proposed 368 (368) -
dividend ------- -------- -------- -------- ------ ------- --------- ------
8,835 - (550) - - (368) - 7,917
------- -------- -------- -------- ------ ------- --------- ------
Net current 9,763 - 550 - - 368 - 10,681
assets ------- -------- -------- -------- ------ ------- --------- ------
Non-current
liabilities
Bank loans 10,509 10,509
Retirement - 5,002 5,002
benefit
obligations
Long-term 1,427 1,427
provisions ------- -------- -------- -------- ------ ------- --------- ------
11,936 - 5,002 - - - - 16,938
------- -------- -------- -------- ------ ------- --------- ------
Total 20,771 - 4,452 - - (368) - 24,855
liabilities ------- -------- -------- -------- ------ ------- --------- ------
Net assets 35,304 (238) (4,936) - (98) 368 63 30,463
------- -------- -------- -------- ------ ------- --------- ------
Capital and
reserves
Share capital 736 736
Share premium 28,679 28,679
account
Cumulative (1,040) (1,226) (2,266)
translation
adjustment
Retained 1,297 988 (4,936) (98) 368 63 (2,318)
earnings ------- -------- -------- -------- ------ ------- --------- ------
Equity 29,672 (238) (4,936) - (98) 368 63 24,831
attributable to
equity holders
of the parent
Minority 5,632 5,632
interests ------- -------- -------- -------- ------ ------- --------- ------
Total equity 35,304 (238) (4,936) - (98) 368 63 30,463
------- -------- -------- -------- ------ ------- --------- ------
Consolidated Balance Sheet as at 30 November 2005 - Adjustments and
reclassification to IFRS Format (unaudited)
IFRS format UK Goodwill Retirement Software Fair Dividend Share Development IFRS
(GAAP) amortisation benefit intangibles value based expenditure
and currency obligations of long payments
revaluation term
loan
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Non-current
assets
Goodwill 26,502 1,389 27,891
Other - 12 102 114
intangible
assets
Property, 8,057 (12) 8,045
plant and
equipment
Other 1,289 (130) 1,159
receivable
Deferred tax 715 204 39 26 (31) 953
asset
Pension 678 (678) -
prepayment ------ -------- ------- ------- ------ ------- ------ -------- ------
37,241 1,389 (474) - (91) - 26 71 38,162
------ -------- ------- ------- ------ ------- ------ -------- ------
Current assets
Inventories 6,103 6,103
Trade and 7,970 7,970
other
receiveables
Cash and cash 1,001 1,001
equivalents ------ -------- ------- ------- ------ ------- ------ -------- ------
15,074 - - - - - - - 15,074
Current
liabilities
Trade and 6,776 6,776
other
payables
Current tax 676 676
liabilities
Retirement 812 (812) -
benefit
obligations
Bank 500 500
overdrafts
and loans
Provisions 324 324
Proposed 425 (425) -
dividend ------ -------- ------- ------- ------ ------- ------ -------- ------
9,513 - (812) - - (425) - - 8,276
------ -------- ------- ------- ------ ------- ------ -------- ------
Net current 5,561 - 812 - - 425 - - 6,798
assets ------ -------- ------- ------- ------ ------- ------ -------- ------
Non-current
liabilities
Bank loans 9,012 9,012
Retirement - 5,165 5,165
benefit
obligations
Long-term 485 485
provisions ------ -------- ------- ------- ------ ------- ------ -------- ------
9,497 - 5,165 - - - - - 14,662
------ -------- ------- ------- ------ ------- ------ -------- ------
Total 19,010 - 4,353 - - (425) - - 22,938
liabilities ------ -------- ------- ------- ------ ------- ------ -------- ------
Net assets 33,305 1,389 (4,827) - (91) 425 26 71 30,298
------ -------- ------- ------- ------ ------- ------ -------- ------
Capital and
reserves
Share capital 810 810
Share premium 32,513 32,513
account
Cumulative (987) (711) (1,698)
translation
adjustment
Retained 969 2,100 (4,827) (91) 425 26 71 (1,327)
earnings ------ -------- ------- ------- ------ ------- ------ -------- ------
Equity 33,305 1,389 (4,827) - (91) 425 26 71 30,298
attributable
to equity
holders of
the parent
Minority - -
interests ------ -------- ------- ------- ------ ------- ------ -------- ------
Total equity 33,305 1,389 (4,827) - (91) 425 26 71 30,298
------ -------- ------- ------- ------ ------- ------ -------- ------
Consolidated Balance Sheet as at 1 December 2005 - Implementation of IAS39
(unaudited)
IFRS format IFRS Financial IFRS
30 November instruments 1 December
2005 2005
£'000 £'000 £'000
Non-current assets
Goodwill 27,891 27,891
Other intangible assets 114 114
Property, plant and 8,045 8,045
equipment
Available for sale 1,159 1,159
investments
Deferred tax asset 953 20 973
--------- -------- --------
38,162 20 38,182
--------- -------- --------
Current assets
Inventories 6,103 6,103
Trade and other 7,970 7,970
receiveables
Cash and cash equivalents 1,001 1,001
--------- -------- --------
15,074 - 15,074
--------- -------- --------
Current liabilities
Trade and other payables 6,776 6,776
Current tax liabilities 676 676
Bank overdrafts and loans 500 500
Provisions 324 324
Derivative financial - 66 66
instruments --------- -------- --------
8,276 66 8,342
--------- -------- --------
Net current assets/ 6,798 (66) 6,732
(liabilities) --------- -------- --------
Non-current liabilities
Bank loans 9,012 9,012
Retirement benefit 5,165 5,165
obligations
Long-term provisions 485 485
--------- -------- --------
14,662 - 14,662
--------- -------- --------
Total liabilities 22,938 66 23,004
--------- -------- --------
Net assets 30,298 (46) 30,252
--------- -------- --------
Capital and reserves
Share capital 810 810
Share premium account 32,513 32,513
Cumulative translation (1,698) (1,698)
adjustment
Retained earnings (1,327) (46) (1,373)
--------- -------- --------
Equity attributable to 30,298 (46) 30,252
equity holders of the
parent
Minority interests - - -
--------- -------- --------
Total equity 30,298 (46) 30,252
--------- -------- --------
Porvair has elected to adopt IAS 32 Financial Instruments: Disclosure and
Presentation and IAS 39 Financial Instruments: Recognition and Measurement from
1 December 2005 with no restatement of comparative information. Consequently,
the relevant comparative financial information for periods up to the year ended
30 November 2005 will not reflect the impact of these standards, but will
include financial instruments accounted for on a UK GAAP basis. The table above
shows the prior year adjustment required to the balance sheet as at 1 December
2005 to reflect the adoption of IAS39.
Consolidated Cash Flow Statement for the year ended 30 November 2005
IFRS format UK Goodwill Retirement Share Development IFRS
(GAAP) amortisation benefit based expenditure
charge payments
£'000 £'000 £'000 £'000 £'000 £'000
Operating profit 1,179 2,221 (125) (81) 40 3,234
from continuing
operation
Adjustments for:
Exceptional profits 711 711
Goodwill 2,221 (2,221) -
amortisation
Share based payments 81 81
Depreciation 1,506 1,506
Profit on disposal 4 4
of property, plant
and equipment
------ -------- ------- -------- -------- ------
Operating cash flows 5,621 - (125) - 40 5,536
before movement in
working capital
Increase in (19) (19)
inventories
Increase in trade (235) (235)
and other
receivables
Decrease in payables (85) (85)
Increase in pensions 125 125
------ -------- ------- -------- -------- ------
Cash generated from 5,282 - - - 40 5,322
continuing ------ -------- ------- -------- -------- ------
operations
Operating profit (644) (644)
from discontinued
operation
(Decrease in (181) (181)
provisions ------ -------- ------- -------- -------- ------
Cash used by (825) - - - - (825)
discontinued
operations
------ -------- ------- -------- -------- ------
Cash generated from 4,457 - - - 40 4,497
operations ------ -------- ------- -------- -------- ------
Cash generated from 4,457 40 4,497
operations
Interest received 185 185
Interest paid (494) (494)
Tax paid (800) (800)
------ -------- ------- -------- -------- ------
Net cash from 3,348 - - - 40 3,388
operating activities ------ -------- ------- -------- -------- ------
Cash flows from
investing activities
Acquisition of (6,603) (6,603)
subsidiaries (net of
cash acquired)
Purchase of property (842) (842)
plant and equipment
Purchase of (40) (40)
intangible assets
Available for sale 1,288 1,288
investments ------ -------- ------- -------- -------- ------
Net cash used in (6,157) - - - (40) (6,197)
investing activities -------- ------- -------- --------
------ ------
Cash flow from
financing activities
Net proceeds from 3,908 3,908
issue of ordinary
share capital
Repayment of (2,508) (2,508)
borrowings
Dividends paid to (736) (736)
shareholders ------ -------- ------- -------- -------- ------
Net cash from 664 - - - - 664
financing activities ------ -------- ------- -------- -------- ------
Net decrease in cash (2,145) - - - - (2,145)
and cash equivalents
Effects of exchange 99 99
rate changes
Cash and cash 3,047 3,047
equivalents at the ------ -------- ------- -------- -------- ------
beginning of the
period
Cash and cash 1,001 - - - - 1,001
equivalents at the ------ -------- ------- -------- -------- ------
end of the period
Consolidated Cash Flow Statement for the six months ended 31 May 2005
IFRS format UK Goodwill Retirement Share Development IFRS
(GAAP) amortisation benefit based expenditure
charge payments
£'000 £'000 £'000 £'000 £'000 £'000
Operating profit 84 1,109 (80) (39) 28 1,102
from continuing
operation
Adjustments for:
Exceptional profits 711 711
Goodwill 1,109 (1,109) -
amortisation
Share based payments 39 39
Depreciation 755 755
------ -------- ------- -------- -------- ------
Operating cash flows 2,659 - (80) - 28 2,607
before movement in
working capital
Decrease in 226 226
inventories
Increase in trade (1,144) (1,144)
and other
receivables
Increase in payables 105 105
Increase in pensions 80 80
------ -------- ------- -------- -------- ------
Cash generated from 1,846 - - - 28 1,874
continuing ------ -------- ------- -------- -------- ------
operations
Operating profit (644) (644)
from discontinued
operation
Decrease in (4) (4)
provisions ------ -------- ------- -------- -------- ------
Cash used by (648) (648)
discontinued
operations
------ -------- ------- -------- -------- ------
Cash generated from 1,198 - - - 28 1,226
operations ------ -------- ------- -------- -------- ------
Cash generated from 1,198 28 1,226
operations
Interest received 132 132
Interest paid (309) (309)
Tax paid (482) (482)
------ -------- ------- -------- -------- ------
Net cash from 539 - - - 28 567
operating activities ------ -------- ------- -------- -------- ------
Cash flows from
investing activities
Purchase of property (407) (407)
plant and equipment
Purchase of (28) (28)
intangible assets
Available for sale 827 827
investments ------ -------- ------- -------- -------- ------
Net cash used in 420 - - - (28) 392
investing activities ------ -------- ------- -------- -------- ------
Cash flow from
financing activities
Dividends paid to (368) (368)
shareholders ------ -------- ------- -------- -------- ------
Net cash from (368) - - - - (368)
financing activities ------ -------- ------- -------- -------- ------
Net increase in cash 591 - - - - 591
and cash equivalents
Effects of exchange 41 41
rate changes
Cash and cash 3,047 3,047
equivalents at the ------ -------- ------- -------- -------- ------
beginning of the
period
Cash and cash 3,679 - - - - 3,679
equivalents at the ------ -------- ------- -------- -------- ------
end of the period
Significant IFRS Accounting Policies
Basis of preparation and statement of compliance
The financial information presented in this press release comprises unaudited
information in respect of the consolidated balance sheets as at 1 December 2004,
30 November 2005 and 31 May 2005 and income statement for the year ended 30
November 2005 and the six months ended 31 May 2005. Prior to the year ending 30
November 2006, the Group prepared its audited annual financial statements and
unaudited interim results under UK GAAP.
From 1 December 2005, the Group is required to prepare its annual consolidated
financial statements in accordance with International Financial Reporting
Standards (IFRS) as adopted by the EU and implemented in the UK. As the annual
2006 financial statements will include comparatives for 2005, the Group's date
of transition to IFRS under IFRS1 (First time adoption of IFRS) is 1 December
2004 and 2005 comparatives have been restated accordingly.
The financial information presented in this press release has been prepared
under the historical cost convention, except in respect of certain financial
instruments, and has been prepared on a basis consistent with the IFRS
accounting policies as set out below. The accounting policies are consistent
with those that the directors intend to use in the next annual financial
statements. There is, however, a possibility that the directors may determine
that some changes are necessary when preparing the full annual financial
statements for the first time in accordance with accounting standards adopted
for use in the EU. The IFRS standards and IFRIC interpretations that will be
applicable and adopted for use in the EU at 30 November 2006 are not known with
certainty at the time of preparing this financial information.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries) made up to
30 November each year. Control is achieved where the Company has the power to
govern the financial and operating policies of an investee entity so as to
obtain benefits from its activities.
On acquisition, the assets and liabilities and contingent liabilities of a
subsidiary are measured at their fair values at the date of acquisition. Any
excess of the cost of acquisition over the fair values of the identifiable net
assets acquired is recognised as goodwill. Any deficiency of the cost of
acquisition below the fair values of the identifiable net assets acquired (i.e.
discount on acquisition) is credited to the income statement in the period of
acquisition. The interest of minority shareholders is stated at the minority's
proportion of the fair values of the assets and liabilities recognised.
Subsequently, any losses applicable to the minority interest in excess of the
minority interest are allocated against the interests of the parent.
The results of subsidiaries acquired or disposed of during the year are included
in the consolidated income statement from the effective date of acquisition or
up to the effective date of disposal, as appropriate. Where necessary,
adjustments are made to the financial statements of subsidiaries to bring the
accounting policies used into line with those used by the Group.
All intra-group transactions, balances, income and expenditures are eliminated
on consolidation.
Goodwill
Goodwill arising on consolidation represents the excess of the cost of
acquisition over the Group's interest in the fair value of the identifiable
assets and liabilities of a subsidiary at the date of acquisition.
Goodwill is recognised as an asset and reviewed for impairment at least
annually. Any impairment is recognised immediately in the income statement and
is not subsequently reversed.
On disposal of a subsidiary, associate or jointly controlled entity, the
attributable amount of goodwill is included in the determination of the profit
or loss on disposal.
Goodwill arising on acquisitions before the date of transition to IFRSs has been
retained at the previous UK GAAP amounts subject to being tested for impairment
at that date.
Revenue recognition
Revenue comprises the invoiced value of goods and services supplied net of value
added tax and other sales taxes. Licence fees are recognised when earned on an
accruals basis. Long term contracts are recognised on a progressive basis with
profit taken in proportion to the stage of completion of work.
Interest income is accrued on a time basis, by reference to the principal
outstanding and the effective interest rate applicable, which is the rate that
exactly discounts estimated future cash receipts through the expected life of
the financial asset to that asset's net carrying amount.
Leasing
Leases are classified as finance leases whenever the terms of the lease transfer
substantially all the risks and rewards of ownership to the lessee. All other
leases are classified as operating leases.
Assets held under finance leases are recognised as assets of the Group at their
fair value or, if lower, at the present value of the minimum lease payments,
each determined at the inception of the lease. The corresponding liability to
the lessor is included in the balance sheet as a finance lease obligation. Lease
payments are apportioned between finance charges and reduction of the lease
obligation so as to achieve a constant rate of interest on the remaining balance
of the liability. Finance charges are charged directly against income.
Rentals payable under operating leases are charged to income on a straight-line
basis over the term of the relevant lease.
Foreign currencies
Transactions in currencies other than pounds sterling are recorded at the rates
of exchange prevailing on the dates of the transactions. At each balance sheet
date, monetary assets and liabilities that are denominated in foreign currencies
are retranslated at the rates prevailing on the balance sheet date. Non-monetary
assets and liabilities carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing at the date when the fair
value was determined. Gains and losses arising on retranslation are included in
the income statement for the period, except for exchange differences arising on
non-monetary assets and liabilities where the changes in fair value are
recognised directly in equity.
On consolidation, the assets and liabilities of the Group's overseas operations
and borrowings and other currency instruments designated as hedges of such
investments are translated at exchange rates prevailing on the balance sheet
date. Income and expense items are translated at the average exchange rates for
the period unless exchange rates fluctuate significantly. Exchange differences
arising, if any, are classified as equity and transferred to the Group's
translation reserve. Such translation differences are recognised as income or
expenditure or as expenses in the period in which the operation is disposed of.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and
translated at the closing rate.
Borrowing costs
All other borrowing costs are recognised in profit or loss in the period in
which they are incurred.
Government grants
Government grants for the development of new products are recognised as income
over the periods necessary to match them with the related costs and are deducted
in reporting the related expense.
Government grants relating to property, plant and equipment are treated as
deferred income and released to the income statement over the expected useful
lives of the assets concerned.
Profit from operations
Profit from operations is stated after charging restructuring costs and after
the share of results of associates but before investment income and finance
costs.
Retirement benefit costs
Payments to defined contribution retirement benefit schemes are charged as an
expense as they fall due. Payments made to state-managed retirement benefit
schemes are dealt with as payments to defined contribution schemes where the
Group's obligations under the schemes are equivalent to those arising in a
defined contribution retirement benefit scheme.
For defined benefit retirement schemes, the cost of providing benefits is
determined using the Projected Unit Credit Method, with actuarial valuations
being carried out at each balance sheet date. Actuarial gains and losses are
recognised in full in the period in which they occur. They are recognised
outside the income statement and presented in the statement of recognised income
and expense.
Past service cost is recognised immediately to the extent that the benefits are
already vested, and otherwise is amortised on a straight-line basis over the
average period until the benefits become vested.
The retirement benefit obligation in the balance sheet represents the present
value of the defined benefit obligation as adjusted for unrecognised past
service cost, and as reduced by the fair value of scheme assets. Any asset
resulting from this calculation is limited to past service cost, plus the
present value of available refunds and reductions in future contributions to the
plan.
Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
The tax currently payable is based on taxable profit for the period. Taxable
profit differs from net profit as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other
periods and it further excludes items that are never taxable or deductible. The
Group's liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition (other than a
business combination) of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability settled or the asset is realised. Deferred tax is
charged or credited in the income statement, except when it relates to items
charged or credited directly to equity, in which case the deferred tax is also
dealt with in equity.
Exceptional items
In accordance with IAS1 ('presentation of financial statements'), the Group
presents certain items as 'exceptional'. These are material items which derive
from events or transactions that fall within the Group's ordinary activities and
which individually or, if of a similar type, in aggregate, need to be disclosed
by virtue of their size, nature or incidence if the financial statements are to
give a true and fair view.
Property, plant and equipment
Land and buildings held for use in the production or supply of goods or
services, or for administrative purposes, are stated in the balance sheet at
their cost less any subsequent accumulated depreciation and subsequent
accumulated impairment losses.
Properties in the course of construction for production, rental or admin
istrative purposes, or for purposes not yet determined, are carried at cost,
less any recognised impairment loss. Cost includes professional fees and, for
qualifying assets, borrowing costs capitalised in accordance with the Group's
accounting policy. Depreciation for these assets, on the same basis as other
property assets, commences when the assets are ready for their intended use.
Fixtures and equipment are stated at cost less accumulated depreciation and any
recognised impairment loss.
Depreciation is charged so as to write off the cost or valuation of assets,
other than land and properties under construction, over their estimated useful
lives, using the straight-line method, on the following bases:
Buildings 2.5 - 3%
Fixtures and equipment 10 - 30%
Motor vehicles 25%
Assets held under finance leases are depreciated over their expected useful
lives on the same basis as owned assets or, where shorter, over the term of the
relevant lease.
The gain or loss arising on the disposal or retirement of an asset is determined
as the difference between the sales proceeds and the carrying amount of the
assets and is recognised in income.
Internally-generated intangible assets - research and development expenditure
Expenditure on research activities is recognised as an expense in the period in
which it is incurred.
An internally-generated intangible asset arising from the Group's product
development is recognised only if all of the following conditions are met:
• an asset is created that can be identified
• it is probable that the asset created will generate future economic
benefits; and
• the development cost of the asset can be measured reliably
Internally-generated intangible assets are amortised on a straight-line basis
over their useful lives. Where no internally-generated intangible asset can be
recognised, development expenditure is recognised as an expense in the period in
which it is incurred.
Patents and trademarks
Patents and trademarks are measured initially at purchase cost and are amortised
on a straight-line basis over their estimated useful lives.
Impairment of tangible and intangible assets excluding goodwill
The Group reviews annually the carrying amounts of its tangible and intangible
assets to determine whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). Where the asset does not generate cash flows that are
independent from other assets, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs. An intangible asset with an
indefinite useful life is tested for impairment annually and whenever there is
an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted. If
the recoverable amount of an asset (or cash-generating unit) is estimated to be
less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised as an expense immediately, unless the relevant asset is carried at
a revalued amount, in which case the impairment loss is treated as a revaluation
decrease.
When an impairment loss subsequently reverses, the carrying amount of the asset
(or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss been
recognised for the asset (or cash generating unit) in prior years. A reversal of
an impairment loss is recognised as income immediately.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost
comprises direct materials and, where applicable, direct labour costs and those
overheads that have been incurred in bringing the inventories to their present
location and condition. Cost is calculated using the weighted average method.
Net realisable value represents the estimated selling price less all estimated
costs of completion and costs to be incurred in marketing, selling and
distribution.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They are included
in current assets, except for those with maturities greater than 12 months after
the balance sheet date. These are classified as non-current assets. Loans are
classified as 'other receivables' in the balance sheet.
Trade receivables
Trade receivables are recognised initially at fair value. A provision for
impairment of trade receivables is established when there is objective evidence
that the Group will not be able to collect all amounts due according to the
original terms of receivables. The amount of the provision is the difference
between the asset's carrying amount and the present value of the estimated
future cash flows, discounted at the effective interest rate. The amount of the
provision is recognised in the income statement within administrative expenses.
Bank borrowings
Interest-bearing bank loans and overdrafts are recorded at the proceeds
received, net of direct issue costs. Finance charges, including premiums payable
on settlement or redemption and direct issue costs, are accounted for on an
accruals basis to the income statement using the effective interest method and
are added to the carrying amount of the instrument to the extent that they are
not settled in the period in which they arise.
Trade payables
Trade payables are not interest bearing and are stated at their nominal value.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received,
net of direct issue costs.
Derivative financial instruments and hedge accounting
The group's activities expose it primarily to the financial risks of changes in
foreign currency exchange rates. The group uses foreign exchange forward
contracts contracts to hedge these exposures. The group does not use derivative
financial instruments for speculative purposes.
The use of financial derivatives is governed by the group's policies approved by
the board of directors, which provides written principles on the use of
financial derivatives.
Changes in the fair value or derivative financial instruments that do not
qualify for hedge accounting are recognised in the income statement as they
arise.
Derivatives embedded in other financial instruments or other host contracts are
treated as separate derivatives when their risks and characteristics are not
closely related to those of host contracts and the host contracts are not
carried at fair value with unrealised gains or losses reported in the income
statement.
Provisions
Provisions for warranty costs are recognised at the date of sale of the relevant
products, at the directors' best estimate of the expenditure required to settle
the Group's liability.
Provisions for restructuring costs are recognised when the Group has a detailed
formal plan for the restructuring that has been communicated to affected
parties.
Share-based payments
The Group has applied the requirements of IFRS 2 Share-based Payments. In
accordance with the transitional provisions IFRS 2 has been applied to all
grants of equity instruments after 7 November 2002 that were unvested as of 1
January 2005.
The Group issues equity-settled share-based payments to certain employees.
Equity-settled share-based payments are measured at fair value at the date of
grant. The fair value determined at the grant date of the equity-settled,
share-based payments is expensed on a straight-line basis over the vesting
period, based on the Group's estimate of shares that will eventually vest. The
charge is then credited back to reserves.
Fair value is measured by use of a Black-Scholes model. The expected life used
in the model has been adjusted, based on management's best estimate, for the
effects of non-transferability, exercise restrictions, and behavioural
considerations.
This information is provided by RNS
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