Interim Results, Analyst Briefing & Investor Pres

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 results1
	30 June 2024	30 June 2023	YoY change		30 June 2024	30 June 2023	YoY change
Revenue	£468.8m	£290.0m	+60%		£468.8m	£290.0m	+60%
EBITDA	£82.0m	£52.3m	+57%		£100.0m	£54.9m	+82%
EBITDA margin	17.5%	18.0%	-50bps		21.3%	18.9%	+240bps
Profit before tax	£17.2m	£24.3m	-29%		£49.1m	£33.0m	+50%
EPS	0.29p	2.78p	-89%		3.18p	4.01p	-20%
Net debt2					£532.6m	£183.3m	+190%
Covenant Leverage					2.57x	1.69x	+50%
ROIC					6.2%	5.2%	+100bps
FCF3					£43.4m	-£0.6m
FCF Conversion4					43.4%	0.0%

	Proforma statutory results5			Proforma underlying results5
	30 June 2024	30 June 2023	YoY change	30 June 2024	30 June 2023	YoY change
Revenue	£531.6m	£578.9m	-8%	£531.6m	£578.9m	-8%
EBITDA	£99.8m	£117.4m	-15%	£117.8m	£121.9m	-3%
EBITDA margin	17.5%	20.3%	-280bps	22.2%	21.1%	+110bps
EPS	1.39p	n/a	n/a	4.27p	n/a	n/a
Covenant Leverage				2.3x	n/a	n/a

FINANCIAL HIGHLIGHTS

Resilient trading following CRH lime acquisitions (references below based on a proforma underlying basis⁵)

·      Underlying revenue down 8%, of which approximately half is due to lower input cost pass through and half due to softer volumes

·      Underlying EBITDA down 3%, comprising 1% impact from softer volumes and 2% timing difference on H1 2023 due to dynamic pricing effects carried over from 2022

·      Full year underlying EBITDA expected to be in-line with consensus⁶

·      Underlying EBITDA margin up 110bps due to effective pricing and cost management

·      Underlying EPS of 4.27p, up over 6% demonstrating earnings accretion from CRH acquisitions before any substantial synergistic benefits

Strong financial position and improved returns

·      Strong cash generation in the period bolstered by ETS (European Union Emissions Trading Scheme) returns shifting to H2

·      Covenant Leverage at 2.57x with pro-forma⁵ leverage 2.29x, on target to close the year below 2.3x

·      ROIC improved YoY due to CRH acquisitions, with clear path to medium term target of 15%

OPERATING HIGHLIGHTS       

·      Continued benefit from the broad diversification across end markets and regions

·      Robust infrastructure demand, a strong performance in agriculture and food and a recovery in paper and pulp offsetting softer residential construction and environmental sectors

·      Despite challenging market conditions, improved operational margins through effective cost control and operational efficiency programs

·      Volumes down 4% LFL due to residential construction and environment sectors

·      Established ventures arm which made two strategic investments to support further development of ultra-low carbon concrete products

STRATEGIC HIGHLIGHTS

Update on European lime businesses acquired from CRH

·      Acquisition of German, Czech and Irish businesses completed on 4 January 2024 and are now fully integrated ('Deal 1')

·      UK lime acquisition completed in March 2024 with integration progressing ahead of schedule ('Deal 2')

·      Polish anti-trust clearance received post period end with acquisition completed on 1 September 2024 ('Deal 3')

·      CRH lime businesses performing in line with expectations and confirmed via proforma trading results

·      Guidance on minimum synergies to be delivered by 2027 increased from €30m to €35m, with €15m and €25m expected in 2025 and 2026 respectively. Our revised targeted synergy range is now €35m to €60m, with further progress to be made following the completion of Deal 3

CURRENT TRADING AND OUTLOOK

·      Positive start to the second half with food, agriculture, mining and infrastructure segments robust

·      Some end markets continue to show mixed demand with areas of weakness remaining in certain areas, such as German power and auto sectors

·      Expected reductions in interest rates will aid a recovery in residential construction

·      The Board's expectations for the year remain unchanged and in line with consensus⁶

Max Vermorken, CEO, commented:

"I am delighted to be sharing these results for the first half of 2024 which have come in ahead of our expectations despite continued mixed markets. The results show the resilience of SigmaRoc's diversified business and operations and are testament to the hard work of all our staff.

"The integration of the core of the CRH acquisitions has gone well, with Poland completing post period end. We expect to report good progress on the integration of this last piece of the CRH acquisitions later in the year.

"The second half has started well, with many areas of the business showing good demand, despite some areas of weakness. The progress on the synergy program continues with guidance on the minimum target level increased to €35m by 2027, even before allowing for synergies that will arise post completion of the Polish acquisition.

"With the recent acquisitions now completed, SigmaRoc has transformed into a business with several lifetimes supply of a key natural resource that is essential to all the processes around modern life. This resource base provides SigmaRoc with a unique position in the European lime market."

The full text of the interim statement is set out below, together with detailed financial results, and will be available on the Company's website at www.sigmaroc.com

Notes:

1.     Underlying results are stated before acquisition related expenses, certain finance costs, redundancy and reorganisation costs, impairments, amortisation of acquisition intangibles and share option expense. References to an Underlying profit measure throughout this Annual Report are defined on this basis. Non-underlying items are described further in the Chief Financial Officer's report. These measures are not defined by UK IAS and therefore may not be directly comparable to similar measures adopted by other companies.

2.     Net debt including IFRS 16 lease liabilities.

3.     Free Cash Flow takes net cash flows from operating activities and adjusts for CapEx, net interest paid, and for the underlying result further adjusts for net non-underlying expenses paid and working capital payments relating to pre-acquisition accruals or purchase price adjustments.

4.     Free Cash Flow Conversion is FCF relative to underlying EBITDA.

5.     Proforma calculation includes Deal 2 and Deal 3, plus all acquisitions made by SigmaRoc in 2023, for entire period on an underlying basis.

6.     Consensus expectations for SigmaRoc, being the average of forecasts for the year ending 31 December 2024 provided by Analysts covering the Company, are revenue of £1,060.0m and underlying EBITDA of £219.3m.

ANALYST BRIEFING

SigmaRoc will host an online briefing for analysts on Monday, 9 September 2024 at 08:30 GMT. For more details and to register to attend please email [e-mail]

PRIVATE INVESTOR PRESENTATION

SigmaRoc's Executive team will provide a live presentation to private investors reviewing the 2024 interim results and prospects via Investor Meet Company on Monday, 9 September at 14.00 GMT.

The presentation is open to all existing and potential shareholders. Questions can be submitted before the event via your Investor Meet Company dashboard up until 9.00am the day before the meeting or at any time during the live presentation. Investors can sign up to Investor Meet Company for free and add to meet SigmaRoc via:

https://www.investormeetcompany.com/sigmaroc-plc/register-investor

Investors who already follow SigmaRoc on the Investor Meet Company platform will automatically be invited.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

Information on the Company is available on its website, www.sigmaroc.com.

For further information, please contact:

SigmaRoc plc Max Vermorken (Chief Executive Officer) Garth Palmer (Chief Financial Officer) Tom Jenkins (Head of Investor Relations)	Tel: [phone] [e-mail]
Panmure Liberum (Nomad and Co-Broker) Scott Mathieson / John More / Dru Danford Deutsche Numis (Co-Broker) Richard Thomas / Hannah Boros	Tel: [phone] Tel: [phone]
Walbrook PR Ltd (Public Relations) Tom Cooper / Nick Rome	Tel: [phone] [e-mail] Mob: [phone]

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 CO₂ emissions by switching to more sustainable fuels in our kiln network and leveraging machine learning software to further reduce kiln emissions. Additionally, we are paying close attention to quarry operations, constantly improving dust, noise, and water management to benefit our neighbours and enhance biodiversity.

To enhance our environmental reporting and scoring, the Group has appointed a new head of ESG to monitor and improve our ratings with ESG rating agencies. We recognise that the performance of the Group and the clarity with which rating agencies understand the information in our ESG report are both critical. Therefore, we expect to make further strides in gaining recognition for our ESG efforts.

Innovation and research

The Group has established a ventures arm with a mandate to identify and support start-up companies relevant to our sector. To date, it has made two strategic investments and analysed several technology firms. These two investments are particularly exciting as they align with our goal of becoming the UK's leading producer of ultra-low carbon concrete products.

Additionally, the Group is developing an integrated R&D strategy to assist key customers with their technical challenges. This strategy focuses on our two primary product lines, limestone and lime, and aims to provide innovative solutions as well as client-specific analysis and assistance. Although these efforts are in the early stages, they now encompass the newly acquired businesses.

Finance review

For the six months ending 30 June 2024, the Group generated revenue of £468.8m (H1 2023: £290.0m) and underlying EBITDA of £100.0m (H1 2023: £54.9m). Underlying profit before taxation for the Group was £49.1m (H1 2023: £33.0m). Growth was generated from the CRH lime acquisitions during the period, with Germany, Czech and Ireland in January 2024 and then UK in March 2024.

Non-underlying items

The Group recorded £32.0m (H1 2023: £8.7m) of non-underlying items during the period, of which £17.4m are cash outflows. These items relate to six categories:

1.   £14.5m in exclusivity, introducer, advisor, consulting, legal fees, accounting fees, insurance and other direct costs relating to acquisitions which primarily pertain to the CRH lime acquisitions.

2.   £4.4m on amortisation of finance costs, of which £2.9m arising from terminating the previous debt facility from 2021 and £1.5m from the new syndicated 5-year debt facilities established in November 2023.

3.   £3.8m in share-based payments relating to grants of options.

4.   £5.4m amortisation of acquired assets and adjustments to acquired assets.

5.   £3.0m legal and restructuring expenses relating to the reorganisation and integration of recently acquired subsidiaries, including costs associated with discontinuing sites and operations, transitional salary costs, redundancies, severance and recruitment fees, and costs associated with financial reporting and system migrations.

6.   £0.9m on unwinding of discounts on deferred consideration payments for Harries and other non-cash balance sheet adjustments.

Interest and tax

Net finance costs in the period totalled £26.5m (H1 2023: £7.4m) including associated interest on bank finance facilities, as well as interest on finance leases (including IFRS 16 adjustments) and hire purchase agreements, plus £4.6m of non-underlying finance costs.

A tax charge of £9.7m (H1 2023: £4.7m) was recognised in the period, resulting in a tax charge on profitability generated from mineral extraction in the Channel Islands and profits generated through the Group's UK, Ireland, Belgium, Germany, Czech and Nordic based operations.

Earnings per share

Statutory basic EPS for the period was 0.30p (H1 2023: 2.81p and underlying basic EPS (adjusted for the non-underlying items mentioned above) for the period totalled 3.18p (H1 2023: 4.01p)). Statutory EPS declined due to substantial non-underlying expenditure incurred in relation to the CRH lime acquisitions and underlying EPS reduced due to the structure and phasing of the CRH lime acquisitions, with Deal 1 being funded primarily from equity and debt, whereas Deal 2 is entirely debt and Deal 3 will be from deferred consideration. On a proforma basis underlying basic EPS was 4.27p, representing a 6.5% improvement and demonstrating the earnings accretion of the combined CRH lime acquisitions.

Statement of financial position

Net assets at 30 June 2024 were £730.0m (2023: £497.0m). Net assets are underpinned by mineral resources, land and buildings and plant and machinery assets of the Group.

Cash flow

Cash generated by operations was £78.3m (2023: £17.1m). The Group spent £550.8m on acquisitions net of cash acquired, £27.3m on capital projects, including acquisition of intangibles, net of disposals, raised £195.7m net of fees from the issue of equity, and drew net proceeds from borrowings of £428.9m. The net result was a cash inflow for the period of £99.2m.

Net debt

Net debt at 30 June 2024 was £532.6m (2023: £183.3m) including IFRS 16 lease liabilities.

Bank facilities

On 22 November 2023 the Company entered a new syndicated senior credit facility of up to €750 million (the 'New Debt Facilities') led by Santander UK and BNPP, with the syndicate including several major UK and European banks and a further €125 million bridge loan ('Bridge Loan'). The New Debt Facilities were partially drawn on 4 January 2024 in connection with the CRH Lime Acquisitions, specifically CRH Deal 1, and the legacy debt facility was repaid as part of this process.

The New Debt Facilities comprise a €600 million committed term facility, €150 million revolving credit facility and a further €100 million uncommitted accordion.

The Group's New Debt Facilities have a maturity date of 21 November 2028 and are subject to a variable interest rate based on EURIBOR plus a margin depending on underlying EBITDA.

The Group's New Debt Facilities are subject to covenants which are tested monthly and certified quarterly. These covenants are:

·      Group interest cover ratio set at a minimum of 3.5 times EBITDA while the Bridge Loan remains outstanding and then 4.0 times thereafter; and

·      A maximum adjusted leverage ratio, which is the ratio of total net debt, including further borrowings such as deferred consideration, to adjusted EBITDA, of 3.95x in 2024.

The Bridge Loan has a maturity date of 21 November 2024, with options for two 6-month extensions which if exercised would push maturity to 21 November 2025. The Bridge Loan is subject to a variable interest rate based on EURIBOR plus a margin as follows:

-       2% for months 0 - 6

-       3% for months 7 - 12

-       4% for months 13 - 18 (assuming exercise of the first extension option)

-       5% for months 19 - 24 (assuming exercise of the second extension option)

As at 30 June 2024, the Group comfortably complied with its bank facility covenants under the terms of the New Debt Facilities and total undrawn facilities available to the Group under the New Debt Facilities amounted to approximately £100m.

Capital allocation

We prioritise the maintenance of a strong balance sheet and deploy our capital responsibly, allowing us to commit significant organic investment to our business whilst continuing to pursue acquisitions to accelerate our strategic development. This conservative approach to financial management will enable us to continue pursuing capital growth for our shareholders. 

Dividends

Subject to availability of distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and prudent to do so. The Group has achieved significant capital growth since its inception and the Directors expect to commence dividend payments once the Group's Covenant Leverage is below 1.5 times. The Directors therefore do not recommend the payment of an interim dividend (30 June 2023: nil).

Corporate

Our 2023 annual results were released on 18 March 2024 and on 12 April 2024 we held our AGM with all resolutions being passed.

CFO succession

As previously announced, after nearly eight years with the Group, Garth Palmer has notified the Board of his intention to pursue other interests starting in 2025. Garth will gradually hand over his tasks to Jan Van Beek, Deputy CFO and CFO designate, who will join the Board when Garth steps down. The appropriate AIM disclosures will be provided in due course once all regulatory processes have been completed and, in any event, before Jan is appointed to the Board.

Jan qualified as an accountant with Deloitte and led their international practice in the Netherlands. He subsequently built a distinguished career in senior finance roles within the minerals and chemicals industry based in Europe and the USA. During his time at Shell plc spin-out Hexion Jan was Global Finance Director and subsequently CFO of several divisions, comprising turnover of over USD 4bn and sales in 4 continents.

At Hexion Jan was jointly responsible for investor relations work in relation to USD 3bn NYSE listed bonds, the refinancing of multi-layered debt facilities as well as reporting work up to ultimate owner Apollo Global Management. At the end of his tenure with Hexion, Jan became CFO designate of a USD 2bn spin-out. 

Most recently Jan was Head of Finance at ASML, the world leading producer of machines for the semiconductor industry with a market capitalisation of EUR 335bn.

Outlook

Trading conditions in Europe present both head and tailwinds which the Board is actively managing. Industrial minerals will see areas of outperformance and possible challenges in relation to expected softness in automotive demand. Environmental markets have been consistently strong in the food and agricultural segments, with weather-related pockets of lower demand in power generation. A rebound in residential construction has not yet materialised given prevailing high interest rates and relatively low new planning applications although we are well placed for market recovery.

The Board remains confident in the Group's ability to deliver on the integration of the Polish assets, and to continue to build on SigmaRoc's position as a European leader in lime and limestone. 

The Board's current outlook for FY24 remains unchanged with EBITDA in line with consensus¹.

David Barrett	Max Vermorken	Garth Palmer
Executive Chairman	Chief Executive Officer	Chief Financial Officer

9 September 2024

Notes:

1.     Consensus expectations for SigmaRoc, being the average of forecasts for the year ending 31 December 2024 provided by Analysts covering the Company, are revenue of £1,060.0m and underlying EBITDA of £219.3m.

SigmaRoc today

The Group has established itself as a leader in European natural commodities. Through strategic acquisitions, including the recent acquisition of CRH's lime businesses, SigmaRoc has strengthened its market position and operational capabilities. The Group has 2.7bn tonnes of essential limestone resource in strategically important positions within in many of the key markets in Europe

Diverse portfolio of products

Recent strategic acquisitions have broadened SigmaRoc's offerings beyond traditional construction products. These include both specialised lime-related solutions and innovative offerings for a number of industrial applications that are key components in the manufacture of essential industrial products such as steel, pulp & paper, various chemicals and a number of environmental uses. This diversification allows the Group to cater to sectors outside of construction such as agriculture and the environment. This diversity of end markets, as a chemicals provider to key industrial processes, ensures resilience against market fluctuations given the broad focus on a variety of different end markets with different cycles.

Historic stability of lime and limestone markets

SigmaRoc sources its lime and limestone materials from historically stable markets, enhancing its operational advantages. By focusing on regions with established and predictable demand for lime and limestone products, SigmaRoc minimises volatility throughout its supply chain. The nature of lime and limestone products, critical in construction and industrial processes, ensures consistent demand even during economic fluctuations. The location of SigmaRoc's production facilities, strategically close to important industrial hubs, ensures it can respond promptly to customer orders in these markets while maintaining logistics efficiency. This foresight in targeting areas characterised by stable consumption patterns allows the Group to mitigate risks associated with economic downturns, providing a solid foundation for sustainable growth in the long term.

Strong assets

The company owns circa 70 high-efficiency kilns, which are capable of producing high-quality hydrated lime and quicklime, ensuring consistent and reliable output. Coupled with strategically located quarries, the Group achieves control over the entire production process, from raw material extraction to the final product. This allows the Group to manage production costs and maintain product quality.

2.7 billion tonnes of mineral reserves

At the core of the Group's sustainability and potential for long-term growth are its 2.7 billion tonnes limestone and lime mineral reserves. Its access to high quality deposits enables the Group to ensure a secure supply of materials, reducing the risk of disruptions and allowing for careful long-term planning. Additionally, holding substantial reserves in key geographical areas enhances SigmaRoc's negotiating power in the marketplace, supporting competitive pricing strategies and solidifying relationships with clients across various sectors that require lime and limestone products.

Disciplined cost management

Cost management is integral to the Group's strategy and underpins its profitable growth and success. SigmaRoc employs rigorous cost control measures aimed at improving operational efficiencies throughout its production process. By investing in technology and innovative practices, the company optimises resource allocation. This focus not only enables the Group to maintain competitive pricing but also strengthens its long-term viability within the sector. Strategic partnerships for supply chain management further stabilise costs for raw materials like limestone, allowing SigmaRoc to absorb fluctuations in material pricing while capitalising on local macro drivers and mega trends.

As SigmaRoc continues to navigate the challenges and opportunities in the natural commodity sector, we believe these competitive strengths will play a vital role in securing its position as a market leader, equipped to meet evolving demands and sustainable long-term growth.

CONDENSED CONSOLIDATED INCOME STATEMENT

				6 months to 30 June 2024 Unaudited							6 months to 30 June 2023 Unaudited
				Underlying		Non-underlying* (Note 8)			Total		Underlying	Non-underlying* (Note 8)			Total
Continued operations	Note		£'000		£'000				£'000		£'000	£'000			£'000
Revenue	6	468,783			-			468,783			290,018		-		290,018
Cost of sales	7	(357,921)			-			(357,921)			(223,320)		-		(223,320)
Gross profit		110,862			-			110,862			66,698		-		66,698
Administrative expenses	7	(40,994)			(28,911)			(69,905)			(28,013)		(7,960)		(35,973)
Profit from operations		69,868			(28,911)			40,957			38,685		(7,960)		30,725
Net finance (expense)/income		(21,860)			(4,601)			(26,461)			(6,381)		(764)		(7,145)
Other net (losses)/gains		1,126			(43)			1,083			738		634		1,372
Profit/(loss) before tax		49,134			(33,555)			15,579			33,042		(8,090)		24,952
Tax expense	9	(11,347)			1,598			(9,749)			(4,660)		-		(4,660)
Profit/(loss)		37,787			(31,957)			5,830			28,382		(8,090)		20,292
Profit/(loss) attributable to:
Owners of the parent		35,211			(31,957)			3,254			27,101		(8,090)		19,011
Non-controlling interests		2,576			-			2,576			1,281		-		1,281
		37,787			(31,957)			5,830			28,382		(8,090)		20,292
Basic earnings per share attributable to owners of the parent (expressed in pence per share)	16	3.18			(2.88)			0.30			4.01		(1.20)		2.81
Diluted earnings per share attributable to owners of the parent (expressed in pence per share)		2.95			(2.68)			0.27			3.84		(1.15)		2.70

* Non-underlying items represent acquisition related expenses, restructuring costs, certain finance costs, share option expense and amortisation of acquired intangibles. See Note 8 for more information.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

		6 months to 30 June 2024 Unaudited	6 months to 30 June 2023 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 Unaudited	30 June 2023 Unaudited (Restated)*	31 December 2023 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 capital		Share premium		Share option reserve		Other reserves		Retained earnings		Total		Non-controlling interest		Total
	Note		£'000		£'000		£'000		£'000		£'000		£'000		£'000		£'000
Balance as at 1 January 2023			6,383		400,022		7,483		10,261		33,969		458,118		11,732		469,850
Profit for the period			-		-		-		-		19,011		19,011		1,281		20,292
Currency translation differences			-		-		-		(19,662)		-		(19,662)		(433)		(20,095)
Other comprehensive income			-		-		-		(7,010)		-		(7,010)		-		(7,010)
Total comprehensive income for the period			-		-		-		(26,672)		19,011		(7,661)		847		(6,813)
Contributions by and distributions to owners
Issue of ordinary shares			556		29,444		-		-		-		30,000		-		30,000
Issue of share capital			-		(782)		-		-		-		(782)		-		(782)
Share option charge			-		-		2,001		-		-		2,001		-		2,001
Exercise of share options			-		-		(3)		-		3		-		-		-
Dividends			-		-		-		-		3,438		3,438		(843)		2,595
Movement in equity			-		(428,684)		-		(666)		429,451		101		-		101
Total contributions by and distributions to owners			556		(400,022)		1,998		(666)		432,892		34,758		(843)		33,915
Balance as at 30 June 2023			6,939		-		9,481		(17,077)		485,872		485,215		11,737		496,952
Balance as at 1 July 2023			6,939		-		9,481		(17,077)		485,872		485,215		11,737		496,952
Profit for the period			-		-		-		-		(5,477)		(5,477)		1,903		(3,574)
Currency translation differences			-		-		-		16,553		-		16,553		319		16,872
Other comprehensive income			-		-		-		1,504		-		1,504		-		1,504
Total comprehensive income for the period			-		-		-		18,057		(5,477)		12,580		2,222		14,802
Contributions by and distributions to owners
Acquired via acquisition			-		-		-		-		-		-		616		616
Share option charge			-		-		2,001		-		-		2,001		-		2,001
Dividends			-		-		-		-		-		-		(432)		(432)
Other equity adjustments			-		-		-		(351)		1,296		945		-		945
Total contributions by and distributions to owners			-		-		2,001		(351)		1,296		2,946		184		3,130
Balance as at 31 December 2023			6,939		-		11,482		629		481,691		500,741		14,143		514,884
Balance as at 1 January 2024			6,939		-		11,482		629		481,691		500,741		14,143		514,884
Profit for the period			-		-		-		-		3,254		3,,254		2,576		5,830
Currency translation differences			-		-		-		(1,708)		-		(1,708)		(105)		(1,813)
Other comprehensive income			-		-		-		(1,115)		-		(1,115)		-		(1,115)
Total comprehensive income for the period			-		-		-		(2,823)		3,254		431		2,471		2,902
Contributions by and distributions to owners
Acquired via acquisition			-		-		-		-		-		-		14,230		14,230
Issue of ordinary shares	15		4,211		195,789		-		-		-		200,000		-		200,000
Issue of share capital			-		(4,332)		-		-		-		(4,332)		-		(4,332)
Share option charge			-		-		3,832		-		-		3,832		-		3,832
Exercise of share options			-		-		(12)		-		12		-		-		-
Dividends			-		-		-		-		-		-		(882)		(882)
Movement in equity			-		-		-		(461)		(348)		(809)		156		(653)
Total contributions by and distributions to owners			4,211		191,457		3,820		(461)		(336)		198,691		13,504		212,195
Balance as at 30 June 2024			11,150		191,457		15,302		(2,655)		484,609		699,863		30,188		729,981

CONDENSED CASH FLOW STATEMENTS

		6 months to 30 June 2024 Unaudited	6 months to 30 June 2023 Unaudited
	Note	£'000	£'000
Cash flows from operating activities
Profit		5,830	20,292
Adjustments for:
Depreciation and amortisation		36,045	18,533
Share option expense		3,832	2,001
Loss/(gain) on sale of property, plant and equipment		(249)	(229)
Net finance costs		26,461	7,413
Other non-cash adjustments		(1,554)	(548)
Income tax expense		11,347	4,026
Share of earnings from associates		(303)	(414)
Increase in trade and other receivables		(26,348)	(11,280)
Increase in inventories		(8,976)	(5,950)
(Decrease)/increase in trade and other payables		32,497	(12,342)
Decrease in provisions		(335)	(178)
Income tax paid		(9,689)	(4,223)
Interest received		711	1,487
Finance costs		(15,960)	(10,342)
Net cash flows from operating activities		53,309	8,246
Investing activities
Purchase of property, plant and equipment	10	(26,278)	(14,617)
Cash paid for acquisition of subsidiaries (net of cash acquired)		(550,803)	(17,012)
Proceeds from sale of subsidiary		-	1,720
Sale of property plant and equipment		497	1,014
Purchase of intangible assets	11	(1,500)	(7)
Purchase of available for sale assets		-	(250)
Financial derivatives		(1,036)	(4)
Net cash used in investing activities		(579,120)	(29,156)
Financing activities
Proceeds from share issue		200,000	30,000
Cost of share issues		(4,332)	(782)
Proceeds from borrowings		758,593	2,135
Cost of borrowings		(14,858)	-
Repayment of borrowings		(305,806)	(13,997)
Loans granted		(9,000)	-
Dividends paid		-	(843)
Net cash generated from financing activities		624,597	16,513
Net increase in cash and cash equivalents		98,786	(4,397)
Cash and cash equivalents at beginning of period		55,690	68,623
Exchange (losses)/gains on cash		(1,651)	(1,700)
Cash and cash equivalents and end of period		152,825	62,526

NOTES TO THE FINANCIAL STATEMENTS

1.    General Information

The principal activity of SigmaRoc is to make investments and/or acquire projects in the quarried materials sector, and the principal activity of the Group is the production of high-quality aggregates and supply of value-added industrial and construction materials. The Company's shares are admitted to trading on the AIM market of the London Stock Exchange ('AIM'). The Company is incorporated and domiciled in the United Kingdom.

The address of its registered office is 6 Heddon Street, London, W1B 4BT.

2.    Basis of preparation

The interim financial statements have been prepared in accordance with AIM rule 18. The interim financial statements have been prepared applying the accounting policies and presentation that were applied in the annual financial statements for the year ended 31 December 2023. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2023.

The interim report does not include all of the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2023, which has been prepared in accordance with UK-adopted international accounting standards and the requirements of the Companies Act 2006, and any public announcements made by SigmaRoc plc during the interim reporting period.

Statutory financial statements for the period ended 31 December 2023 were approved by the Board of Directors on 17 March 2024 and delivered to the Registrar of Companies. The report of the auditors on those financial statements was unqualified. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except for the estimation of income tax, refer to note 9, and the adoption of new and amended standards as set out below.

Going concern

The interims financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.

The Group meets its day-to-day working capital and other funding requirements through operating cash generation and its Debt Facilities. The Debt Facilities comprise of a €600 million committed term facility, €150 million revolving credit facility and a further €100 million uncommitted accordion which matures on 21 November 2028.

The Group comfortably met all covenants and other terms of its borrowing agreements in the period, and maintained its track record of profitability, with an overall profit before taxation for the period of £9.7 million.

Consequently, the directors are confident that the Group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements and therefore have prepared the Interim Financial Statements on a going concern basis.

Risks and uncertainties

The Board continuously assesses and monitors the key risks of the business. The key risks that could affect the Company's medium-term performance and the factors that mitigate those risks have not substantially changed from those set out in the Company's 2023 Annual Report and Financial Statements, a copy of which is available on the Company's website: www.sigmaroc.com. The key financial risks are liquidity risk, credit risk, interest rate risk and asset fair value estimation risks.

Critical accounting estimates

The preparation of condensed interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the end of the reporting period. Significant items subject to such estimates are set out in Note 4 of the Company's 2023 Annual Report and Financial Statements. The nature and amounts of such estimates have not changed significantly during the interim period.

Foreign Currencies

a)    Functional and Presentation Currency

Items included in the Financial Statements are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The Financial Statements are presented in Pounds Sterling, rounded to the nearest pound, which is the Group's functional currency.

b)    Transactions and Balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement.  Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income Statement within 'finance income or costs. All other foreign exchange gains and losses are presented in the Income Statement within 'Other net gains/(losses)'.

Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets measured at fair value, such as equities classified as available for sale, are included in other comprehensive income.

c)    Group companies

The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

·    assets and liabilities for each period end date presented are translated at the period-end closing rate;

·    income and expenses for each Income Statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

·    all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future, are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in the Income Statement as part of the gain or loss on sale.

3.    Accounting policies

Except as described below, the same accounting policies, presentation and methods of computation have been followed in these condensed interim financial statements as were applied in the preparation of the company's annual financial statements for the year ended 31 December 2023, except for the impact of the adoption of the Standards and interpretations described in para 3.1 below:

3.1.  Changes in accounting policy and disclosures

(a) Accounting developments during 2024

The IASB issued various amendments and revisions to UK IAS and IFRIC interpretations which include IAS 1 - Non-current liabilities with covenants, IAS 7 - Statement of cash flows, IFRS 16 - Leases and IFRS 7 - Supplier finance arrangements. The amendments and revisions were applicable for the period ended 30 June 2024 but did not result in any material changes to the financial statements of the Group or Company.

(b) New standards, amendments and interpretations in issue but not yet effective or not yet endorsed and not early adopted

Standard	Impact on initial application	Effective date
IAS 21	The effects of changes in foreign exchange rates	1 January 2025
IFRS 7	Classification and measurement of Financial Instruments	1 January 2026
IFRS 9	Classification and measurement of Financial Instruments	1 January 2026
IFRS 18	Presentation of disclosures in Financial Statements	1 January 2027
IFRS 19	Subsidiaries without Public Accountability: Disclosures	1 January 2027

The Group is evaluating the impact of the new and amended standards above which are not expected to have a material impact on the Group's results or shareholders' funds.

4.    Dividends

No dividend has been declared or paid by the Company during the six months ended 30 June 2024 (2023: nil).

5.    Segment Information

Management has determined the operating segments based on reports reviewed by the Board of Directors that are used to make strategic decisions. During the periods presented the Group has five geographical regions, North West which comprises of UK Lime, Irish Lime, UK Stone and UK Products; West which comprises of Development, Belgian Stone and Belgian Products; Central which comprises of German Lime and Czech Lime; North East which comprises of Nordic Lime, Nordic Stone, Nordic Corporate, Polish Lime, Polish Stone and Ukrainian Stone. Activities in all regions relate to the production and sale of construction material products and services.

		6 months to 30 June 2024
		North West				West	Central		North East		Corporate	Total
		£'000				£'000	£'000		£'000		£'000	£'000
Revenue		104,521				54,237	143,798		166,227		-	468,783
Profit from operations per reportable segment		14,071				4,493	14,706		25,898		(18,211)	40,957
Additions to non-current assets		121,813				3,252	813,039		3,334		(27)	941,411
Reportable segment assets		399,876				159,279	966,453		593,343		33,864	2,152,815
Reportable segment liabilities		89,770				75,874	476,612		133,799		646,779	1,422,834

	6 months to 30 June 2023
	North West	West	North East	Corporate	Total
	£'000	£'000	£'000	£'000	£'000
Revenue	73,789	56,017	160,212	-	290,018
Profit from operations per reportable segment	10,349	10,176	21,933	(11,733)	30,725
Additions to non-current assets	1,129	(195)	(7,358)	171	(6,253)
Reportable segment assets (restated)	235,202	153,478	570,694	14,894	974,268
Reportable segment liabilities (restated)	52,647	35,861	106,260	282,548	477,316

Reportable segment assets and reportable segment liabilities are restated following PPA fair value adjustments in 2023.

6.    Revenue

		Consolidated
	6 months to 30 June 2024 Unaudited		6 months to 30 June 2023 Unaudited
	£'000		£'000
Industrial minerals	198,055		87,886
Construction	189,078		165,665
Environment	81,650		36,467
	468,783		290,018

In prior years revenue was disclosed by upstream products, value added products and value-added services and now management has concluded that revenue is to be disclosed by the end markets being, industrial minerals, construction and environment, to provide better clarity for the end user and align the way the Group refers to revenue throughout the interim report.

Construction minerals revenue relates to the sale of minerals (aggregates, concrete and concrete products, asphalt, contracting services) for use in construction. These revenues are recognised at a point in time as the product is transferred to the customer, except for contracting and similar services where revenue is recognised over time.

Industrial minerals revenue relates to the sale of minerals to be used for industrial purposes and includes limestone powder, quicklime, ground calcium carbonate and aggregates. These revenues are recognised in the same way as construction minerals revenues.

Environment minerals revenue relates to the sale of products for use in the environment and agriculture industries.

The Group contracting services revenue for the year ended 30 June 2024 was £10.8 million (2023: £10.8 million).

7.    Expenses by nature

	6 months to 30 June 2024 Unaudited	6 months to 30 June 2023 Unaudited
	£'000	£'000
Cost of sales
Changes in inventory	7,933	3,974
Raw materials and production	154,846	98,061
Distribution and selling expenses	40,359	20,837
Employee benefit expenses	91,844	61,473
Maintenance expense	18,343	12,572
Plant hire expense	3,543	3,267
Depreciation and amortisation expense	29,009	15,176
Other costs of sale	12,044	7,960
Total cost of sales	357,921	223,320
Administrative expenses
Operational admin expenses	48,344	27,253
Corporate admin expenses	21,561	8,720
Total administrative expenses	69,905	35,973

Depreciation and amortisation expense is a combination of property, plant and equipment depreciation and amortisation of intangible assets.

8.    Non-underlying items

As required by IFRS 3 - Business Combinations, acquisition costs have been expensed as incurred. Additionally, the Group incurred costs associated with obtaining debt financing, including advisory fees to restructure the Group to satisfy lender requirements.

	6 months to 30 June 2024 Unaudited	6 months to 30 June 2023 Unaudited
	£'000	£'000
Acquisition related expenses	14,421	2,112
Restructuring expenses	2,981	285
Share options expense	3,832	2,001
Amortisation and remeasurement of acquired intangibles	5,439	2,725
Amortisation of finance costs	4,379	543
Unwinding of discount on deferred consideration	222	222
Other non-underlying	683	202
	31,957	8,090

Under IFRS 3 - Business Combinations, acquisition costs have been expensed as incurred. Additionally, the Group incurred costs associated with obtaining debt financing, including advisory fees to restructure.

Acquisition related expenses include exclusivity, introducer, advisor, consulting, legal fees, accounting fees, insurance and other direct costs relating to acquisitions which primarily pertain to the CRH lime acquisitions.

Restructuring expenses relate to the reorganisation and integration of recently acquired subsidiaries, including costs associated with site optimisation, transitional salary costs, redundancies, severance & recruitment fees, and costs associated with financial reporting and system migrations.

Share option expense is the fair value of the share options issued and or vested during the period.

Amortisation and remeasurement of acquired assets are non-cash items which distort the underlying performance of the businesses acquired. Amortisation of acquired assets arise from certain fair value uplifts resulting from the PPA. Remeasurement of acquired assets arises from ensuring assets from acquisitions are depreciated in line with Group policy. These are net of the deferred tax liability unwind on the asset fair value uplift.

Amortisation of finance costs is the amortisation of borrowing costs on the Syndicated Senior Credit Facility. These costs are amortised over a 5-year period.

Unwinding of discount on deferred consideration is a non-cash adjustment relating to deferred consideration arising on acquisitions.

Other non-underlying costs include professional adviser fees and other miscellaneous non-recurring costs.

9.    Taxation

Income tax expense is recognised based on management's estimate of the weighted average effective annual income tax rate expected for the full financial year. The estimated average annual tax rate used for the year to 30 June 2024 is 24.11%, compared to 19.38% for the six months ended 30 June 2023. The tax rate was lower in 2023 due to the recognition of previously unrecognised carried-forward tax losses.

10.   Property, plant and equipment

	Office equipment	Land and minerals	Land and buildings	Plant and machinery	Furniture and vehicles	Right of use assets	Construction in progress	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Cost
As at 31 December 2022 (as previously stated)	5,095	406,132	157,910	325,214	22,526	39,434	11,693	968,004
Fair value adjustment - PPA*	-	30,286	986	-	-	-	-	31,272
As at 1 January 2023	5,095	436,418	158,896	325,214	22,526	39,434	11,693	999,276
Acquired through acquisition of subsidiary	207	348	3,474	6,190	2,689	-	-	12,908
Transfer between classes	-	4,456	709	188	-	-	(884)	4,469
Additions	85	1,762	280	5,192	810	992	5,496	14,617
Disposals	(25)	-	-	(2,107)	(900)	-	-	(3,032)
Forex	(292)	7,403	(14,568)	(15,790)	(354)	(1,093)	667	(24,027)
As at 30 June 2023	5,070	450,387	148,791	318,887	24,771	39,333	16,972	1,004,214
Acquired through acquisition of subsidiary	-	2,870	6,944	17,405	-	938	245	28,402
Transfer between classes	-	2,022	(789)	1,610	(214)	(154)	(595)	1,880
Fair value adjustments	-	406	-	-	-	-	-	406
Additions	121	4,087	3,072	9,943	2,578	1,219	4,552	25,572
Disposals	-	(36)	(1,987)	(4,731)	-	(3,079)	-	(9,833)
Forex	127	(11,106)	14,824	12,822	507	3,817	(647)	20,344
As at 31 December 2023	5,318	448,630	170,855	355,936	27,642	42,074	20,527	1,070,982
Acquired through acquisition of subsidiary	-	288,333	65,189	276,546	12,079	17,527	11,261	670,935
Provisional fair value adjustments	-	121,867	26,620	(6,967)	333	-	-	141,853
Transfer between classes	-	-	(2,495)	4,199	497	349	(2,550)	-
Additions	213	2,545	1,673	8,456	710	3,210	9,471	26,278
Disposals	-	-	(33)	(331)	(196)	(109)	-	(669)
Forex	135	(6,438)	(3,367)	(7,652)	660	1,639	177	(14,846)
As at 30 June 2024	5,666	854,937	258,442	630,187	41,725	64,690	38,886	1,894,533
Depreciation
As at 1 January 2023	4,440	79,901	81,381	239,310	17,336	22,446	-	444,814
Acquired through acquisition of subsidiary	80	-	1,064	4,070	2,386	-	-	7,600
Charge for the year	77	3,384	2,424	8,232	612	2,615	-	17,344
Disposals	(24)	-	-	(1,614)	(608)	-	-	(2,246)
Forex	(191)	588	(4,541)	(13,796)	(531)	(1,109)	-	(19,580)
As at 30 June 2023	4,382	83,873	80,328	236,202	19,195	23,952	-	447,932
Acquired through acquisition of subsidiary	-	762	5,708	16,215	(697)	-	-	21,988
Charge for the year	128	4,610	2,495	8,408	954	2,993	-	19,588
Disposals	-	(27)	(1,718)	(3,627)	-	(2,736)	-	(8,108)
Transfer between classes	13	1,737	-	276	-	428	-	2,454
Forex	117	(1,957)	4,086	12,342	1,023	(1,045)	-	14,566
As at 31 December 2023	4,640	88,998	90,899	269,816	20,475	23,592	-	498,420
Acquired through acquisition of subsidiary	-	38,382	9,087	68,160	4,898	825	-	121,352
Charge for the year	135	10,272	3,890	15,161	1,536	3,286	-	34,280
Disposals	-	-	(33)	-	(30)	(109)	-	(172)
Transfer between classes	-	-	(1,306)	1,462	(156)	-	-	-
Forex	(9)	(2,051)	(273)	(9,604)	(100)	1,687	-	(10,350)
As at 30 June 2024	4,766	135,453	102,260	344,995	26,634	29,274	-	643,382
Net book value
As at 30 June 2023	688	366,514	68,463	82,685	5,576	15,381	16,972	556,279
As at 31 December 2023	678	359,632	79,956	86,120	7,167	18,482	20,527	572,562
As at 30 June 2024	900	719,336	156,178	285,192	15,102	35,409	38,886	1,251,003

11.   Intangible assets

			Consolidated
	Goodwill	Customer Relations		Intellectual property	Research & Development	Branding	Other Intangibles	Total
	£'000	£'000		£'000	£'000			£'000
Cost
As at 31 December 2022 (as previously stated)	173,825	8,209		2,027	5,938	3,611	20,847	214,457
Price Purchase Allocation - JQG	(23,448)	-		-	-	-	2,805	(20,643)
Price Purchase Allocation - Goijens	(2,638)	2,516		-	-	-	-	(122)
As at 31 December 2022 (as restated)	147,739	10,725		2,027	5,938	3,611	23,652	193,692
Additions	-	-		-	3	-	4	7
Reallocations	-	-		-	-	-	(5,917)	(5,917)
Provisional additions through business combination	8,019	-		-	-	-	-	8,019
Forex	(9,593)	-		-	(400)	-	(314)	(10,307)
As at 30 June 2023	146,165	10,725		2,027	5,541	3,611	17,425	185,494
Additions	-	1,114		-	1	-	1,735	2,850
Reallocations	-	(77)		(2,027)	(122)	(401)	-	(2,627)
Provisional additions through business combination	15,666	-		-	-	-	-	15,666
Forex	8,506	-		-	532	-	966	10,004
As at 31 December 2023	170,337	11,762		-	5,952	3,210	20,126	211,387
Additions	-	-		100	-	-	1,400	1,500
Reallocations	-	-		-	-
Acquired through business combinations	-	-		-	-	-	8,181	8,181
Fair value adjustments	-	-		-	-	-	7,561	7,561
Provisional additions through business combination	242,966	-		-	-	-	-	242,966
Forex	(1,018)	-		-	(66)	-	282	(802)
As at 30 June 2024	412,285	11,762		100	5,886	3,210	37,550	470,793
Depreciation
As at 1 January 2023	-	2,424		1,726	5,454	533	14,445	24,582
Charge for the year	-	413		42	31	80	623	1,189
Reallocations	-	-		-	-	-	(1,735)	(1,735)
Forex	-	-		-	25	-	7	32
As at 30 June 2023	-	2,837		1,768	5,510	613	13,340	24,068
Charge for the year	-	666		-	29	79	1,215	1,989
Reallocations	-	-		(1,768)	-	-	(623)	(2,391)
Forex	-	-		-	107	-	(434)	(327)
As at 31 December 2023	-	3,503		-	5,646	692	13,498	23,339
Charge for the year	-	526		3	24	80	1,132	1,765
Acquired through business combinations	-	-		-	-	-	5,012	5,012
Fair value adjustments	-	-		-	-	-	3,692	3,692
Forex	-	-		-	(85)	-	761	676
As at 30 June 2024	-	4,029		3	5,585	772	24,095	34,484
Net book value
As at 30 June 2023	146,165	7,888		259	31	2,998	4,085	161,426
As at 31 December 2023	170,337	8,259		-	306	2,518	6,628	188,048
As at 30 June 2024	412,285	7,733		97	301	2,438	13,455	436,309

Provisional adjustments have been made to reflect the initial accounting for the acquisition of Fels, Vapenka Vitosov, Clogrennane and Buxton Lime ("CRH Entities") by the Company, being the elimination of the investment CRH Entities against the non-monetary assets acquired and recognition of goodwill. The Company determined the fair value of the net assets acquired pursuant to the acquisition of the CRH Entities, via a Purchase Price Allocation ('PPA') exercise.  For Fels, the PPA determined a provisional decrease of £73.6 million of goodwill with the corresponding movement to uplift the value of the Land and Minerals, Plant and Machinery, Vehicles and Land and Buildings this is net off by a deferred tax liability on the PPA of £21.6 million. For Vapenka Vitosov, the PPA determined a provisional decrease of £17.82 million of goodwill with the corresponding movement to uplift the value of the Land and Minerals, Plant and Machinery, Vehicles and Land and Buildings, this is net off by a deferred tax liability on the PPA of £3.7 million. For Clogrennane, the PPA determined a provisional decrease of £26 million of goodwill with the corresponding movement to uplift the value of the Land and Minerals, Plant and Machinery and Land and Buildings, this is net off by a deferred tax liability on the PPA of £3.2 million. For Buxton Lime, the PPA determined a provisional decrease of £13.7 million of goodwill with the corresponding movement to uplift the value of the Plant and Machinery and Land and Buildings, this is net off by a deferred tax liability on the PPA of £3.4 million.

The intangible asset classes are:

-       Goodwill is the excess of the consideration transferred and the acquisition date fair value of any previous equity interest in the acquire over the fair value of the net identifiable assets.

-       Customer relations is the value attributed to the key customer lists and relationships.

-       Intellectual property is the patents owned by the Group.

-       Research and development is the acquisition of new technical knowledge and trying to improve existing processes or products or; developing new processes or products.

-       Branding is the value attributed to the established company brand.

-       Other intangibles consist of capitalised development costs for assets produced that assist in the operations of the Group and incur revenue.

Amortisation of intangible assets is included in cost of sales on the Income Statement. Development costs have been capitalised in accordance with the requirements of IAS 38 and are therefore not treated, for dividend purposes, as a realised loss.

12.   Investment in Equity Accounted Associates & Joint Ventures

Nordkalk has a joint venture agreement with Franzefoss Minerals AS, managing a lime kiln located in Norway which was entered into on 5 August 2004.

The Group entered into a joint venture agreement partnering with Arcelor Mittal, to invest in green quicklime and dolime production in Dunkirk, which was entered into on 11 September 2022.

The Group has one non-material local associate in Pargas, Pargas Hyreshus Ab.

	30 June 2024 Unaudited	30 June 2023 Unaudited
	£'000	£'000
Interests in associates	543	591
Interest in joint venture	6,529	5,574
	7,072	6,165

					Proportion of ownership interest held
Name	Country of incorporation		30 June 2024 Unaudited			30 June 2023 Unaudited
NorFraKalk AS	Norway			50%		50%
AMeLi Green Lime Solutions	France			47.5%		-

Summarised financial information

NorFraKalk AS - Cost and net book value	30 June 2024 Unaudited £'000	30 June 2023 Unaudited £'000
Current assets	9,750	7,994
Non-current assets	7,599	6,584
Current liabilities	4,556	2,781
Non-current liabilities	2,656	2,144
	10,137	9,653

	6 months to 30 June 2024 Unaudited £'000	6 months to 30 June 2023 Unaudited £'000
Revenues	6,753	5,947
Profit after tax from continuing operations	357	812

13.   Non-controlling interests

	6 months to 30 June 2024 Unaudited £'000	6 months to 30 June 2023 Unaudited £'000
As at 1 January	14,143	11,732
Non-controlling interests share of profit in the period	2,576	1,281
Acquired via acquisition	14,230	-
Dividends paid	(882)	(843)
Other adjustments	156	-
Foreign exchange movement	(105)	(433)
As at 30 June	30,118	11,737

	30 June 2024				30 June 2023
	Vapenka Vitošov	Suomen Karbonaatti	Other individually immaterial subsidiaries		Suomen Karbonaatti	Other individually immaterial subsidiaries
	£'000	£'000	£'000		£'000	£'000
Current assets	17,505	19,918	9,794		15,103	11,537
Non-current assets	73,938	2,443	16,633		3,130	19,606
Current liabilities	5,699	5,115	3,638		11,074	8,057
Non-current liabilities	12,506	7,639	3,788		10	5,131
Net Assets	73,238	9,606	19,001		7,149	17,955
Net Assets Attributable to NCI	15,098	4,707	7,411		3,503	6,817
Revenue	20,630	21,064	7,829		18,253	12,719
Profit after taxation	3,504	2,967	850		1,870	1,050
Other comprehensive income	-	-	-		-	-
Total comprehensive income	3,504	2,967	850		1,870	1,050
Net operating cash flow	4,976	2,857	1,698		1,552	977
Net investing cash flow	(213)	(434)	(753)		(137)	(812)
Net financing cash flow	(54)	(1,698)	(264)		(1,717)	(1,391)
Dividends paid to NCI	-	(838)	(52)		(843)	-

14.   Borrowings

	30 June 2024 Unaudited		30 June 2023 Unaudited
	£'000		£'000
Non-current liabilities
Santander term facility		592,824	189,458
Bank Loans		2,114	2,351
Finance lease liabilities		10,100	7,192
IFRS16 Leases		29,585	11,253
		634,623	210,254
Current liabilities
Santander term facility		38,143	24,000
Bank loans		6,146	6,234
Finance lease liabilities		2,178	1,294
IFRS16 Leases		4,294	4,012
		50,761	35,540

On 22 November 2023 the Company entered into a new syndicated senior credit facility of up to €750 million (the 'New Debt Facilities') led by Santander UK and BNPP, with the syndicate including several major UK and European banks and a further €125 million bridge loan ('Bridge Loan'). The New Debt Facilities comprise a €600 million committed term facility, €150 million revolving credit facility and a further €100 million uncommitted accordion. The New Debt Facilities were conditional on the completion of the acquisition of the CRH Deal 1, and following completion on 4 January 2024, the Group repaid the legacy debt in full and had drawn down funds from the New Debt Facilities.

The New Debt Facilities is secured over the Company and its material trading entities incorporated in England and Wales, Belgium, Finland, Sweden, Germany, Poland, Jersey, Guernsey, Germany and Ireland including share security and security over key assets. Interest is charged at a rate between 2.00% and 3.50% above EURIBOR ('Interest Margin'), based on the calculation of the adjusted leverage ratio for the relevant period. For the period ending 30 June 2024 the Interest Margin was 3.00%.

The carrying amounts and fair value of the non-current borrowings are:

	Carrying amount and fair value
	30 June 2024 Unaudited	30 June 2023 Unaudited
	£'000	£'000
Santander term facility (net of establishment fees)	592,824	189,458
Bank loans	2,114	2,351
Finance lease liabilities	10,100	7,192
IFRS16 leases	29,585	11,253
	634,623	210,254

15.   Share capital and share premium

	Number of shares	Ordinary shares	Share premium	Total
		£	£	£
Issued and fully paid
As at 1 January 2023	638,246,344	6,383	400,022	406,405
Issue of new shares - 28 February 2023	55,555,555	556	28,682	29,238
Capital reduction - 23 May 2023	-	-	(428,704)	(428,704)
As at 30 June 2023	693,801,899	6,939	-	6,939
As at 31 December 2023	693,801,899	6,939	-	6,939
As at 1 January 2024	693,801,899	6,939	-	6,939
Issue of new shares - 4 January 2024(1)	421,052,631	4,211	191,457	195,668
As at 30 June 2024	1,114,854,530	11,150	191,457	202,607

(1)   Includes issue costs of £4,331,994

On 4 January 2024, the Company raised £200 million net of issue costs via the issue and allotment of 421,052,631 new Ordinary Shares at a price of 47.5 pence per share.

16.   Earnings per share

The calculation of the total basic earnings per share of 0.30 pence (2023: 2.81 pence) is calculated by dividing the profit attributable to shareholders of £5,830 million (2023: £20,292 million) by the weighted average number of ordinary shares of 1,107,914,102 (2023: 675,999,566) in issue during the period.

Diluted earnings per share of 0.27 pence (2023: 2.70 pence) is calculated by dividing the profit attributable to shareholders of £5,830 million (2023: £20,292 million) by the weighted average number of ordinary shares in issue during the period plus the weighted average number of share options and warrants to subscribe for ordinary shares in the Company, which together total 1,192,644,896 (2023: 705,122,110).

Details of share options that could potentially dilute earnings per share in future periods are disclosed in the notes to the Group's Annual Report and Financial Statements for the year ended 31 December 2023. 

17.   Fair value of financial assets and liabilities measured at amortised costs

The following table shows the carrying amounts and fair values of the financial assets and liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

Items where the carrying amount equates to the fair value are categorised to three levels:

·      Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date

·      Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

·      Level 3 inputs are unobservable inputs for the asset or liability.

		Carrying amount							Fair value
		Fair value - Hedging instruments		Fair value through P&L	Fair value through OCI	Financial asset at amortised cost	Other financial liabilities	Total		Level 1	Level 2	Total
		£'000		£'000	£'000	£'000	£'000	£'000		£'000	£'000	£'000
Financial assets measured at fair value
Forward exchange contracts			-	209	273	-	-	482		-	482	482
CO2 emission hedge			-	-	-	-	-	-		-	-	-
Electricity hedges			-	-	2,592	-	-	2,592		2,592	-	2,592
Financials assets not measured at fair value
Trade and other receivables (excl. Derivatives)			-	-	-	172,449	-	172,449		-	-	-
Cash and cash equivalents			-	-	-	152,825	-	152,825		-	-	-
Financial liabilities measured at fair value
Forward exchange contracts			-	-	337	-	-	337		-	337	337
Electricity hedges			-	-	3,068	-	-	3,068		3,068	-	3,068
Financial liabilities not measured at fair value
Loans			-	-	-	-	639,227	639,227		-	-	-
Finance lease liability			-	-	-	-	46,157	46,157		-	-	-
Trade and other payables (excl. derivative)			-	-	-	-	408,543	408,543		-	-	-

18.  Business combination

Fels Holdings GmbH

On 4 January 2024, the Group acquired 100 per cent. of the share capital of Fels Holding GmbH ('Fels') and its subsidiaries for a cash consideration of €585 million including deferred consideration. Fels is registered and incorporated in Germany. Fels is a lime producer with the key operations of extracting limestone from quarries as well further processing the limestone.

The following table summarises the consideration paid for Fels and the values of the assets and equity assumed at the acquisition date.

Total consideration	£'000
Net cash consideration	379,522
Purchase of loan	(125,125)
Discounted deferred consideration	60,603
	315,000

Recognised amounts of assets and liabilities acquired	£'000
Trade and other receivables	25,506
Inventories	21,627
Cash and cash equivalents	26,311
Property, plant & equipment	437,555
Intangible assets	119,811
Trade and other payables	(83,533)
Borrowings	(125,346)
Provisions	(78,401)
Income tax refund	1,616
Deferred tax liabilities	(90,987)
Total identifiable net assets	254,159
Goodwill	60,841
Total consideration	315,000

The fair value of the acquired assets of Fels are provisional, pending receipt of the final valuations for those assets. Deferred tax has been provided in relation to these fair value adjustments.

Since 4 January 2024, Fels has contributed a profit of £8.0 million and revenue of £123.4 million. Had Fels been consolidated from 1 January 2024, the consolidated statement of income would show no additional profit and no additional revenue.

Vapenka Vitošov s.r.o

On 4 January 2024, the Group acquired 75 per cent. of the share capital of Vapenka Vitošov s.r.o ('Vapenka') for a cash consideration of €85.8 million. Vapenka is registered and incorporated in the Czech Republic. Vapenka is a lime producer with the key operations of extracting limestone from quarries as well further processing the limestone.

The following table summarises the consideration paid for Vapenka and the values of the assets and equity assumed at the acquisition date.

Total consideration	£'000
Cash	74,120
	74,120

Recognised amounts of assets and liabilities acquired	£'000
Cash and cash equivalents	2,884
Trade and other receivables	5,146
Inventories	4,333
Property, plant & equipment	62,972
Intangible assets	13,069
Trade and other payables	(4,527)
Income tax payable	(731)
Borrowings	(8)
Provisions	(432)
Deferred tax liabilities	(12,111)
Non-controlling interests	(14,230)
Total identifiable net assets	56,365
Goodwill (refer to note 8)	17,755
Total consideration	74,120

The Group has chosen to recognise the non-controlling interest at its book value for this acquisition.

The fair value of the acquired assets of Vapenka are provisional, pending receipt of the final valuations for those assets. Deferred tax has been provided in relation to these fair value adjustments.

Since 4 January 2024, Vapenka has contributed a profit of £3.5 million and revenue of £20.6 million. Had Vapenka been consolidated from 1 January 2024, the consolidated statement of income would show no additional profit and no additional revenue.

Clogrennane Lime Limited

On 4 January 2024, the Group acquired 100 per cent. of the share capital of Clogrennane Lime Limited ('Clogrennane') for a cash consideration of €58.2 million. Clogrennane is registered and incorporated in Ireland. Clogrennane is a lime producer with the key operations of extracting limestone from quarries as well further processing the limestone.

The following table summarises the consideration paid for Clogrennane and the values of the assets and equity assumed at the acquisition date.

Total consideration	£'000
Cash	49,362
	49,362

Recognised amounts of assets and liabilities acquired	£'000
Cash and cash equivalents	8,329
Trade and other receivables	3,587
Inventories	2,549
Property, plant & equipment	9,114
Trade and other payables	(4,168)
Borrowings	(1)
Income tax payable	(1,188)
Deferred tax liability	(963)
Total identifiable net assets	17,259
Goodwill (refer to note 8)	32,103
Total consideration	49,362

The fair value of the acquired assets of Clogrennane are provisional, pending receipt of the final valuations for those assets. Deferred tax has been provided in relation to these fair value adjustments.

Since 4 January 2024, Clogrennane has contributed a profit of £2.3 million and revenue of £10.8 million. Had Clogrennane been consolidated from 1 January 2024, the consolidated statement of income would show no additional profit and no additional revenue.

Buxton Lime Limited

On 27 March 2024, the Group acquired 100 per cent. of the share capital of Buxton Lime Limited ('Buxton') for a cash consideration of €155 million. Buxton is registered and incorporated in England and Wales. Buxton is a lime producer with the key operations of extracting limestone from quarries as well further processing the limestone.

The following table summarises the consideration paid for Buxton and the values of the assets and equity assumed at the acquisition date.

Total consideration	£'000
Cash	113,776
Deferred consideration	12,714
Purchase of shareholder loan	(19,538)
	106,952

Recognised amounts of assets and liabilities acquired	£'000
Cash and cash equivalents	500
Inventories	2,979
Property, plant & equipment	25,308
Trade and other payables	(23,088)
Provisions	(6,056)
Total identifiable net assets	(357)
Goodwill (refer to note 8)	107,309
Total consideration	106,952

The fair value of the acquired assets of Buxton are provisional, pending receipt of the final valuations for those assets. Deferred tax has been provided in relation to these fair value adjustments.

Since 27 March 2024, Buxton has contributed a profit of £5.9 million and revenue of £25 million. Had Buxton been consolidated from 27 March 2024, the consolidated statement of income would show additional profit of £3 million and revenue of £22.5 million.

19.   Related party transactions

Loans with Group Undertakings

Amounts receivable/(payable) as a result of loans granted to/(from) subsidiary undertakings are as follows:

	Company
	6 months to 30 June 2024 Unaudited	6 months to 30 June 2023 Unaudited
	£'000	£'000
Ronez Limited	(27,654)	(23,044)
SigmaGsy Limited	(9,608)	(7,663)
SigmaFin Limited	21,885	20,549
Topcrete Limited	(11,178)	(10,346)
Poundfield Products (Group) Limited	5,012	5,356
Foelfach Stone Limited	594	557
CCP Building Products Limited	5,311	5,086
Carrières du Hainaut SCA	19,083	13,633
GDH (Holdings) Limited	15,349	10,737
B-Mix Beton NV	9,149	11,279
Stone Holdings SA	408	384
Nordkalk Oy Ab	22,096	55,924
Johnston Quarry Group	11,792	11,975
Rightcast Limited	(1,117)	(799)
Retaining UK Limited	(506)	-
SigmaCEN GmbH	42	-
Fels Holding GmbH	(16,059)	-
Clogrennane Lime Limited	(9,746)	-
Buxton Lime Limited	20,652	-
Baltics CO2 Management OU	429	-
	55,934	93,628

Loans granted to or from subsidiaries are unsecured, have interest charged at 6.5% and are repayable in Pounds Sterling on demand from the Company.

All intra Group transactions are eliminated on consolidation.

Other Transactions

During the period, there were no other related party transactions.

20.   Events after the reporting date

On 2 September 2024, the Company completed the acquisition of Ovetill Investments SP. Z.o.o for deferred consideration of €100 million.

21. Approval of interim financial statements

The condensed interim financial statements were approved by the Board of Directors on 6 September 2024.

 

END