Interim Results

RNS Number : 3895T

Breedon Aggregates Ld

28 September 2010

 



28 September 2010

BREEDON AGGREGATES LIMITED

UNAUDITED INTERIM RESULTS FOR THE HALF YEAR ENDED 30 JUNE 2010

Breedon Aggregates Limited, the UK's largest independent aggregates group, announces its interim results for the six months ended 30 June 2010.

These are the group's first published results following the reverse acquisition of Breedon Holdings Limited ("Breedon") by Marwyn Materials Limited, the AIM-listed company formed by industry veterans Peter Tom CBE and Simon Vivian to make acquisitions in the building materials sector.   The company was renamed Breedon Aggregates following completion of the acquisition on 6 September 2010 and since the interim financial statements are for a period prior to the acquisition the results are presented as follows:

PART 1 - The Chairman's Statement and summary of the Breedon acquisition.

PART 2 - The unaudited interim results of the Company, comprising the Group prior to the reverse takeover of Breedon. These are presented with comparisons to the first six months of 2009.

PART 3 - The unaudited interim results of Breedon, comprising the Breedon business prior to the acquisition and excluding its Polish operations because the Polish business was not part of the acquisition. There are no comparative figures for the same period last year as the Breedon Holdings group only commenced trading on 9^th March 2009 when it acquired a number of businesses.

PART 4 - The unaudited Pro Forma Net Asset Statement for the Enlarged Group as at 30^th June 2010 with comparison to the unaudited Pro Forma Net Asset Statement for the Enlarged Group as at 31^st  December 2009.

Highlights*

§ Underlying revenue: £72.6 million (up 4.7 per cent on pro forma 2009), reflecting increased volumes and slightly improved pricing during the second quarter, after a challenging start to the year

§ Aggregates volumes down two per cent; asphalt volumes up 12.8 per cent

§ Underlying EBITDA: £6.8 million (down £1.7 million on pro forma 2009)

§ Underlying operating profit: £642,000

§ Positive operating cash flow: £1.2 million

§ Balance sheet significantly strengthened following the acquisition by Marwyn Materials, with £50 million reduction in drawn debt facilities, removal of payment-in-kind interest accrual and new five-year term agreement

* These highlights relate primarily to the trading performance of Breedon Holdings in the first six months of its financial year, which ended approximately three months prior to its acquisition by Marwyn Materials, and exclude the group's Polish operations, which were not part of the purchase.  A full copy of the financial results of Breedon Aggregates Limited and Breedon Holdings Limited is attached and is also available from the company's website at www.breedonaggregates.com

            Peter Tom CBE, chairman of Breedon Aggregates Limited, said:

"We expect short-term trading prospects for building materials businesses to remain difficult and we will focus our efforts on delivering operational and financial improvements in the business, whilst continuing to pursue a number of opportunities to acquire attractive assets at what remains a cyclical low point for the industry.

"We believe that Breedon Aggregates, with its strong and experienced board and management team, is well placed to exploit available opportunities as they arise, to respond quickly to changing market conditions and to benefit from improving demand."

- ends -

ENQUIRIES:

Breedon Aggregates Limited

Peter Tom, Chairman

Simon Vivian, Group Chief Executive

Ian Peters, Group Finance Director                                                                            [phone]

Cenkos Securities plc, nominated adviser and broker

Max Hartley / Beth McKiernan                                                                                    [phone]

Breedon Aggregates Limited

Steve Jacobs, head of communications                                                                    [phone]

PART 1 THE CHAIRMAN'S STATEMENT

Acquisition strategy

Breedon Aggregates Limited (formerly Marwyn Materials Limited) (the "Company") was established to acquire controlling interests in building materials businesses, both listed and unquoted, in the UK, Europe and US, with a view to creating shareholder value through market consolidation.  This continued to be the Group's strategy throughout the period under review and significant progress was made with the acquisition of Breedon, which I am delighted to report was completed on 6^th September 2010.

Breedon is a large independent UK aggregates producer, which we acquired for a total consideration of £2.25 million in cash and warrants to subscribe for 55,266,667 ordinary shares at an exercise price of 12.0 pence per share (representing 9.1 per cent. of the enlarged share capital of the Company).

In view of the size of Breedon, this acquisition constituted a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies and as such required the approval of shareholders, which was given at an extraordinary general meeting on 1^st September 2010. The admission document relating to this reverse takeover is available on the company's website at www.breedonaggregates.com.

The Company also raised £50.0 million (before expenses) by the issue of 416,666,667 placing shares at 12 pence per share. The net proceeds of approximately £44.3 million were used to pay down some of  Breedon's existing debt and provide approximately £25 million to fund the ongoing working capital of the enlarged group and to finance potential future acquisitions.

Following completion of the acquisition of Breedon, the Company changed its name to Breedon Aggregates Limited.

Highlights of the acquisition of Breedon Holdings Limited

Opportunities to secure such a substantial position in the UK building materials market come along very rarely.  The acquisition of Breedon Holdings Limited provides us with the following benefits and opportunities:

·     Immediate scale - Breedon is the largest independent player in the UK aggregates sector after the five global majors with 29 quarries, 19 asphalt plants and 27 concrete plants in England and Scotland.

·     Strong asset backing with 181 million tonnes of mineral reserves and resources in the UK, providing an estimated life of approximately 50 years at current output levels.

·     The investment has been made at a low point in the economic cycle and the business generates positive operating cashflow, My Board colleagues and I, who collectively have over 70 years of experience in the building materials industry, believe we can provide the strategic direction and improved leadership the Company needs to achieve its full potential.

We are confident that we can appreciably improve the financial and operational performance of the business over the next few years, drawing on the experience and commitment of a board and senior management team with outstanding experience in our industry.

As the UK's largest independent building materials business, Breedon provides us with an excellent launchpad from which to make further acquisitions and consolidate the smaller end of the UK heavyside building materials market, and we already have several acquisitions in our sights or under negotiation.

Dividends

Following the acquisition of Breedon, subject to availability of distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and prudent to do so.  However, the main focus of the Group will be on delivering capital growth for shareholders.

Outlook

The general economic outlook contains many uncertainties, particularly with respect to public expenditure, and we await with interest the detailed budget plans to be published next month by the UK and Scottish governments.  We expect short-term trading prospects for building materials businesses to remain difficult and we will focus our efforts on delivering operational and financial improvements in the Breedon business, whilst continuing to pursue a number of opportunities to acquire attractive assets at what remains a cyclical low point for the industry.

We believe that Breedon Aggregates, with its strong and experienced board and management team, is well placed to exploit available opportunities as they arise, to respond quickly to changing market conditions and to benefit from improving demand.

Peter WG Tom CBE

Chairman

27 September 2010

PART 2 - THE CONDENSED CONSOLIDATED UNAUDITED RESULTS OF BREEDON AGGREGATES LIMITED (FORMERLY MARWYN MATERIALS LIMITED) FOR THE SIX MONTHS TO 30 JUNE 2010

Results

The Group's loss after taxation for the six month period to 30^th June 2010 was £387,000 (2009: £435,000) which was in line with the expected result for this period.

The loss includes the costs of the management team, the non-executive directors, Marwyn Capital corporate finance advisory services, Cenkos NOMAD fees and office accommodation.

No costs were incurred with external professional advisers on acquisition work in the first half of the year as all work was undertaken by management. Transaction costs associated with the acquisition of Breedon Holdings Limited are outlined in the admission document and will be incurred during September 2010.

As at 30^th June 2010, the Group had net cash balances totalling £11,500,000 (2009: £12,500,000).

BREEDON AGGREGATES LIMITED

CONDENSED CONSOLIDATED STATEMENT

OF COMPREHENSIVE INCOME

		For the 6 months ended 30 June 2010 (unaudited)		For the 6 months ended 30 June 2009 (unaudited)		For the 12 months ended 31 December 2009 (audited)
		£'000		£'000			£'000
Interest income		28		60			102
Employee expenses		(128)		(128)			(256)
Professional and consultancy expenses		(231)		(309)			(509)
Other expenses		(56)		(55)			(162)
		(415)		(492)			(927)
Results from operating activities		(387)		(432)			(825)
Loss before income tax		(387)		(432)			(825)
Income tax expense		(0)		(3)			(4)
Loss for the period		(387)		(435)			(829)
Total comprehensive income for the period		(387)		(435)			(829)
Attributable to:
Owners of the Company		(387)		(435)			(829)
Total comprehensive income for the period		(387)		(435)			(829)
Earnings per share
Basic and diluted loss per share		(0.28p)		(0.32p)			(0.6p)

The above condensed consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

BREEDON AGGREGATES LIMITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION		30 June 2010 (unaudited)		30 June 2009 (unaudited)		31 December 2009 (audited)
		£'000		£'000		£'000
Assets
Receivables		22		8		11
Cash and cash equivalents		11,484		12,450		11,866
Total current assets		11,506		12,458		11,877
Total assets		11,506		12,458		11,877
Equity
Stated capital		13,262		13,262		13,262
Equity-settled employee benefits reserve		3		1		2
Accumulated losses		(1,958)		(1,177)		(1,571)
Total equity attributable to the shareholders of the Company		11,307		12,086		11,693
Total equity		11,307		12,086		11,693
Non-current liabilities
Taxation		-		5		4
Total non-current liabilities		-		5		4
Current liabilities
Trade and other payables		199		367		180
Total current liabilities		199		367		180
Total liabilities		199		372		184
Total equity and liabilities		11,506		12,458		11,877

The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.

The condensed consolidated unaudited interim financial statements were approved for issue by the Board of Directors on 27^th September 2010 and signed on its behalf by:

Peter WG Tom CBE                                                                         Simon N Vivian

Chairman                                                                                           Chief Executive

BREEDON AGGREGATES LIMITED

CONDENSED CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

For the six months ended 30 June 2010 (unaudited)

	Stated Capital		Equity-settled employee  benefits reserve		Accumulated losses		Total
	£'000		£'000		£'000		£'000
Balance at 1 January 2010	13,262		2		(1,571)		11,693
Loss for the period	-		-		(387)		(387)
Total comprehensive income	-		-		(387)		(387)
Transactions with owners recorded directly in equity: Recognition of share-based payments	-		1		-		1
Balance at 30 June 2010	13,262		3		(1,958)		11,307

For the 6 months ended 30 June 2009 (unaudited)

	Stated Capital	Equity-settled employee benefits reserve		Accumulated losses		Total
	£'000	£'000		£'000		£'000
Balance at 1 January 2009	13,262	1		(742)		12,521
Loss for the period	-	-		(435)		(435)
Total comprehensive income	-	-		(435)		(435)
Transactions with owners recorded directly in equity: Recognition of share-based payments	-	0		-		0
Balance at 30 June 2009	13,262	1		(1,177)		12,086

BREEDON AGGREGATES LIMITED

CONDENSED CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

For the 12 months ended 31 December 2009 (audited)

	Stated capital	Equity-settled employee benefits reserve	Accumulated losses	Total
	£'000	£'000	£'000	£'000
Balance at 1 January 2009	13,262	1	(742)	12,521
Loss for the year	-	-	(829)	(829)
Total comprehensive income	-	-	(829)	(829)
Transactions with owners recorded directly in equity:
Recognition of share-based payments	-	1	-	1
	-	-	-	-
	-	-	-	-
Total transactions with owners	-	1	-	1
Balance at 31 December 2009	13,262	2	(1,571)	11,693

The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

BREEDON AGGREGATES LIMITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS For the six months ended 30 June			For the 6 months ended 2010 (unaudited)		For the 6 months ended 2009 (unaudited)
			£'000		£'000
Cash flows from operating activities:
Interest received			28		70
Payments to suppliers and employees			(406)		(426)
Taxation			(4)		-
Net cash from operating activities			(382)		(356)
Net decrease in cash and cash equivalents			(382)		(356)
Cash and cash equivalents at beginning of period			11,866		12,806
Cash and cash equivalents at end of period			11,484		12,450

The above condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes.

BREEDON AGGREGATES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six month period to 30 June 2010

1.   Reporting entity

Breedon Aggregates Limited (formerly Marwyn Materials Limited) (the "Company")  is a company domiciled in Jersey. The address of the Company's registered office is Elizabeth House, 9 Castle Street, St Helier, Jersey, JE2 3RT.

The Company is listed on the AIM market of the London Stock Exchange plc.

These condensed consolidated interim financial statements have not been audited and were approved for issue on 27^th September 2010.

2.   Basis of preparation of half-year report

This condensed consolidated interim financial statements for the half-year ended 30^th  June 2010 has been prepared in accordance with IAS 34, 'Interim financial reporting', with the exception being that due to the timing of the acquisition the exercise to review the fair value of the net identifiable assets of Breedon at the date of acquisition has not yet commenced. The condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended 31^st December 2009, which have been prepared in accordance with IFRSs.

3.   Accounting policies

The accounting policies are consistent with those of the annual financial statements for the year ended 31^st December 2009, except as described below.

(a) New and amended standards adopted by the Group

The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1^st January 2010.

IFRS 3 (revised), 'Business combinations', and consequential amendments to IAS 27, 'Consolidated and separate financial statements', IAS 28, 'Investments in associates', and IAS 31, 'Interests in joint ventures', are applicable prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1^st July 2009. The foregoing are not expected to have any impact on the Group's accounting policies.

 (b) Standards, amendments and interpretations to existing standards effective in 2010 but not relevant to the Group

·     IFRIC 17, 'Distributions of non-cash assets to owners', effective for annual periods beginning on or after 1^st July 2009. This is not currently applicable to the Group, as it has not made any non-cash distributions.

·     IFRIC 18, 'Transfers of assets from customers', effective for transfer of assets received on or after 1^st July 2009. This is not relevant to the Group, as it has not received any assets from customers.

·     'Additional exemptions for first-time adopters' (Amendment to IFRS 1) was issued in July 2009. The amendments are required to be applied for annual periods beginning on or after 1^st January 2010. This is not relevant to the Group, as it is an existing IFRS preparer.

·     Improvements to International Financial Reporting Standards 2009 were issued in April 2009. The effective dates vary standard by standard but most are effective 1^st January 2010.

4.   Seasonality

The Group does not currently operate in an industry where significant or cyclical variations as a result of seasonal activity were experienced during the half year ended 30^th June 2010.

5.   Segment information

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses. The Directors perform regular reviews of the operating results of the Group as a whole and make decisions using financial information at the entity level. Accordingly, the Board believes that the Group has only one operating segment.

6.   Dividend

It was the Board's policy that prior to making the first acquisition, no dividends would be paid.  Following the first acquisition, subject to availability of distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and prudent to do so.  However, the main focus of the Group will be on delivering capital growth for shareholders.

7.   Earnings per share

Basic and diluted earnings per share

The calculation of basic earnings per share at 30^th June 2010 of a loss of 0.28p was based on the loss attributable to ordinary shareholders of £387,000 and a weighted average number of ordinary shares outstanding of 136 million.  Diluted earnings per share is also a loss of 0.28p. 

The calculation of basic earnings per share at 30^th  June 2009 of a loss of 0.32p was based on the loss attributable to ordinary shareholders of £435,000 and a weighted average number of ordinary shares outstanding of 136 million.  Diluted earnings per share is also a loss of 0.32p. 

The management and Marwyn participation shares in issuance during the period are not included in the calculation of weighted average outstanding ordinary shares for the diluted earnings per share calculation as the effect is anti-dilutive. 

8.   Events occurring after the reporting period

Marwyn Materials Investments Limited, a subsidiary of the Company, entered into conditional agreements on 16^th August 2010 to acquire the entire issued share capital of Breedon Holdings Limited ("Breedon"), a large independent UK aggregates producer, for a total consideration of £2.25 million in cash and warrants to subscribe for 55,266,667 ordinary shares at an exercise price of 12.0 pence per share (representing 9.1 per cent. of the enlarged share capital of the Company).

Since the period end, and in connection with the acquisition of Breedon, the Group has raised £50 million (before expenses) by the issue of 416,666,667 Placing Shares at 12 pence per share. The net proceeds of approximately £44.3 million have been used to pay down some of Breedon's debt and provide approximately £25.0 million to fund the ongoing working capital of the enlarged group and to finance potential future acquisitions.

The financial effects of the above transaction have not been brought into account at 30th June 2010.  The operating results and assets and liabilities of Breedon will be brought into account from 6^th September 2010.

The enlarged share capital of the Group as at the 27^th September 2010 is 553,666,667 ordinary shares.

PART 3 - THE UNAUDITED CONSOLIDATED RESULTS OF THE BREEDON HOLDINGS LIMITED  (EXCLUDING ITS POLISH OPERATIONS) FOR THE SIX MONTHS TO 30 JUNE 2010

Results

After a challenging start to the year, exacerbated by harsh weather conditions, turnover during the second quarter of 2010 improved, driven by increased volumes and slightly improved pricing.  Turnover for the six months was £72.6 million which, compared to a proforma figure for the same period in 2009, is 4.7% up.

The market environment remains very competitive following the significant volume declines seen in previous years. Some benefit has been seen as a result of the previous government's financial stimulus and maintenance required on roads following the harsh winter, the benefit of which has been seen in asphalt sales. Sales volume for the first six months of the year showed a decline in aggregates volumes of 2.0%, whilst asphalt volumes were 12.8% up.

Price increases, particularly in relation to increased bitumen costs, a key ingredient in the production of asphalt, are gradually being passed on to customers, leading to some improvement in EBITDA margins. EBITDA margins across the business are down year on year due to the time-lag between costs increasing and these costs being passed on to customers.

For the business as a whole, EBITDA of £6.8m is £1.7 million down year on year and our challenge for the future is to restore the historic level of margin in the business.

Net assets in the first 6 months of the year declined by £6.3 million due to a loss before tax which was mainly attributable to the significant payment-in-kind interest accrual (£3.8 million in the first six months of 2010).

Under the terms of the acquisition of Breedon, the interest burden has declined significantly with the £50 million reduction in the level of drawn debt facilities and the removal of the payment-in-kind interest accrual.

Principal risks and uncertainties

The principal risks and uncertainties which could impact the Group for the remainder of the current financial year are those detailed on pages 26 to 32 of the Breedon Aggregates Limited admission document published on 17^th August 2010.  These cover the strategic, financial and operational risks and have not changed during the period.

Strategic risks include those relating to general economic conditions, Government policy, the actions of customers, suppliers and competitors and also weather conditions.  The Group also continues to be subject to various financial risks which in relation to the Group's financial instruments are liquidity risk, interest rate risk and credit risk.  Operational risks include those relating to business integration, employees and key relationships. The Group continues to monitor all these risks and pursue policies that take account of, and mitigate, the risks where possible.

BREEDON HOLDINGS LIMITED

CONDENSED CONSOLIDATED

INCOME STATEMENT

for the six months ended 30 June 2010 (unaudited)

			2010
		Underlying	Non-underlying*	Total
	Note	£'000	£'000	£'000
Revenue	6	72,555	-	72,555
Cost of sales		(55,974)	-	(55,974)
Gross profit		16,581	-	16,581
Distribution expenses		(10,972)	-	(10,972)
Administrative expenses		(4,967)	(226)	(5,193)
Group operating profit	6	642	(226)	416
Share of profit of associated undertaking (net of tax)				423
Profit from operations				839
Financial expense				(7,449)
Loss before taxation				(6,610)
Taxation				259
Loss for the period				(6,351)
Attributable to:
Equity holders of the parent				(6,358)
Non-controlling interests				7
Loss for the period				(6,351)

* Non-underlying item represents amortisation of acquisition intangibles.

BREEDON HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENT

OF COMPREHENSIVE INCOME

for the six months ended 30 June 2010 (unaudited)

		2010
		£'000
Loss for the period		(6,351)
Other comprehensive income
Effective portion of changes in fair value of cash flow hedges		34
Taxation on items taken directly to other comprehensive income		(9)
Other comprehensive income for the period		25
Total comprehensive income for the period		(6,326)
Total comprehensive income for the period is attributable to:
Equity holders of the parent		(6,333)
Non-controlling interests		7
		(6,326)

BREEDON HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

	Note	30 June 2010	31 December 2009
		£'000	£'000
Non-current assets
Property, plant and equipment		172,030	177,373
Intangible assets		602	828
Investment in associated undertaking		1,647	1,600
Total non-current assets		174,279	179,801
Current assets
Inventories		6,987	6,561
Trade and other receivables		30,481	24,409
Cash and cash equivalents	8	297	859
Total current assets		37,765	31,829
Total assets		212,044	211,630
Current liabilities
Interest-bearing loans and borrowings	8	(14,637)	(9,544)
Trade and other payables		(32,052)	(30,497)
Provisions		(440)	(620)
Total current liabilities		(47,129)	(40,661)
Non-current liabilities
Interest-bearing loans and borrowings	8	(134,305)	(133,892)
Provisions		(5,423)	(5,314)
Deferred tax liabilities		(10,979)	(11,229)
Total non-current liabilities		(150,707)	(150,435)
Total liabilities		(197,836)	(191,096)
Net assets		14,208	20,534
Equity attributable to equity holders of the parent
Share capital		1	1
Cash flow hedging reserve		(161)	(186)
Retained earnings		14,288	20,646
Total equity attributable to equity holders of the parent		14,128	20,461
Non-controlling interests		80	73
Total equity		14,208	20,534

BREEDON HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

for the six months ended 30 June 2010 (unaudited)

	Share capital	Cash flow hedging reserve	Retained earnings	Attributable to equity holders of parent	Non- controlling interests	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 1 January 2010	1	(186)	20,646	20,461	73	20,534
Total comprehensive income for  the period	-	25	(6,358)	(6,333)	7	(6,326)
	_____	_____	_____	_____	___	_____
Balance at 30 June 2010	1	(161)	14,288	14,128	80	14,208

BREEDON HOLDINGS LIMITED

CONDENSED CONSOLIDATED CASH FLOWS

for the six months ended 30 June 2010

	Note	2010
		£'000
Cash flows from operating activities
Profit for the period		(6,351)
Adjustments for:
Depreciation, amortisation and impairments		6,351
Financial expense		7,449
Share of profit of associated undertaking (net of tax)		(423)
Gain on sale of property, plant and equipment		(284)
Taxation		(259)
Operating cash flow before changes in working capital and provisions		6,483
Increase in trade and other receivables		(6,038)
Increase in inventories		(426)
Increase in trade and other payables		1,273
Decrease in provisions		(142)
Cash generated from operating activities		1,150
Interest paid		(1,954)
Interest element on finance lease payments		(1,181)
Net cash used in operating activities		(1,985)
Cash flows from investing activities
Proceeds from sale of property, plant and equipment		499
Dividend received from associated undertaking		376
Purchase of property, plant and equipment		(997)
Net cash used in investing activities		(122)
Cash flows from financing activities
Repayment of loans		(515)
Repayment of finance lease obligations		(3,142)
Net cash used in financing activities		(3,657)
Net decrease in cash and cash equivalents		(5,764)
Cash and cash equivalents at 31 December 2009		(2,747)
Cash and cash equivalents at 30 June 2010		(8,511)
Cash and cash equivalents	8	297
Bank overdraft	8	(8,808)
Cash and cash equivalents at 30 June 2010		(8,511)

BREEDON HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six month period to 30 June 2010

1.   Reporting entity

Breedon Holdings Limited ("BHL") is a company incorporated in Great Britain.  The Condensed consolidated interim financial information of BHL as at and for the six months ended 30^th June 2010 consolidates the financial statements of the Company and its UK subsidiary undertakings (together referred to as the "Group") and equity accounts the Group's interest in UK-based associated undertakings.  At 30^th June 2010 Breedon Holdings Limited also owned the entire share capital of Enneurope Limited, a holding company for the Polish group; this sub-group has been excluded from this Interim Financial Information as these businesses were not acquired by Breedon Aggregates Limited (formerly Marwyn Materials Limited).

2.   Basis of preparation           

The Condensed Consolidated Interim Financial Information has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted in the EU and has been prepared applying accounting policies and presentation that were applied in the preparation of the Company's Consolidated Financial Information for the period from incorporation to 31^st December 2009, included within the  admission document of Breedon Aggregates Limited (formerly Marwyn Materials Limited) dated 17^th  August 2010, except for the following which became effective and were adopted by the Group:

·     IAS 27 (Revised) Consolidated and Separate Financial Statements (effective for annual periods beginning on or after 1^st  July 2009)

·     IFRS 3 (Revised) Business Combinations (effective for business combinations taking place in annual periods beginning on or after 1^st July 2009)

·     Amendment to IFRS2  Group cash-settled share based payment transactions (effective for annual periods beginning on or after 1^st January 2010)

The adoption of these standards and interpretations has not had a material effect on the Condensed Consolidated Interim Financial Information for the period.

The Condensed Consolidated Interim Financial Information does not include all the information required for full annual financial information and should be read in conjunction with the full annual financial information included within the admissions document.

The Condensed Consolidated Interim Financial Information has not been audited or reviewed by auditors pursuant to the Auditing Practices guidance on the Review of the Interim Financial Information.

 

3.   Financial risks, estimates assumptions and judgements

The preparation of the Condensed Consolidated Interim Financial Information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense.  Actual results may differ from these estimates.

In preparing the Condensed Consolidated Interim Financial Information, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Consolidated Financial Information for the period from incorporation to 31^st December 2009, included within the admissions document of Breedon Aggregates Limited (formerly Marwyn Materials Limited) published on 17^th August 2010.

4.   Non-underlying item

The non-underlying item in the six months ended 30^th June 2010 of £226,000 represents amortisation of acquisition intangibles.

5.   Taxation

Tax has been provided at the rate of 28.0% for existing operations and takes into account, where appropriate, the utilisation of brought forward tax losses.

6.   Segmental analysis

In accordance with IFRS 8 Operating Segments, the Group presents segmental information on the same basis as it is reviewed internally. The Group's Board of Directors view the business on a geographical basis. As such, two operating segments (England and Scotland) have been identified as reportable segments. There are no other operating segments. The majority of revenues are earned from the sale of 'aggregates' products and services.

	England	Scotland	All other*	2010 Total
	£000	£000	£000	£000
Revenue	32,797	39,758	-	72,555
Underlying EBITDA	2,192	5,341	(766)	6,767
Depreciation and amortisation	(2,835)	(3,273)	(17)	(6,125)
Underlying operating profit	(643)	2,068	(783)	642
Amortisation of acquisition intangibles	(34)	(192)	-	(226)
Reportable segment operating profit	(677)	1,876	(783)	416
Share of profit of associated undertaking (net of tax)				423
Financial expense				(7,449)
Profit before taxation				(6,610)
Taxation				259
Profit for the year				(6,351)

* 'All other' represents other business activities including the corporate head office and central property companies.

7.   Seasonality of operations

Breedon's principal operating activities, namely the quarrying of aggregates and the production of value added products, including asphalt and ready mixed concrete are subject to seasonal fluctuations as a result of weather conditions.  In particular, operations are negatively impacted by winter weather conditions, which occur primarily from December to February, and therefore the first half year typically results in slightly lower revenue for the Group.

8.   Analysis of Net Debt

A reconciliation of net movement in cash and cash equivalents to net debt is set out below:

		2010
		£000
Net decrease in cash and cash equivalents		(5,764)
Cash outflow from movement in debt and leasing finance		3,657
Changes in net debt resulting from cash flows		(2,107)
Non cash interest cost		(3,961)
Movement in net debt		(6,068)
Net debt at beginning of period		(142,577)
Net debt at end of period		(148,645)
Net debt comprises the following balance sheet items:
Cash and cash equivalents		297
Current bank borrowings		(8,808)
Non-current bank borrowings		(110,188)
Total bank borrowings		(118,699)
Current portion of finance lease liabilities		(5,829)
Non-current portion of finance lease liabilities		(24,117)
Total finance lease liabilities		(29,946)
Net debt at end of period		(148,645)

BREEDON AGGREGATES LIMITED

PART 4 - UNAUDITED PRO FORMA NET ASSET STATEMENT FOR THE ENLARGED GROUP

Set out below is the unaudited pro-forma statement of net assets of the enlarged group as at 30^th June 2010. The proforma net asset statement has been prepared for the purpose of illustrating the effect of the acquisition and placing on Breedon Aggregates Limited's net assets as if it had taken place on 30^th June 2010. This statement has been prepared on the basis set out in the notes below for illustrative purposes only and, because of its nature, may not give a true picture of the financial position of the enlarged group.  The proforma financial information is presented as at 30^th June 2010 which has been chosen as the most recent date for which financial information is disclosed in this document. The exercise to review the fair value of the net identifiable assets of Breedon at the date of acquisition has not yet commenced and therefore no adjustments are reflected in the proforma net asset statement.

Note	Consolidated net assets of Breedon Aggregates Ltd at 30/06/10  (1) £000		Consolidated net assets of Breedon Holdings  at 30/06/10  (2) £000		Acquisition Agreement Adjustments (3) £000		Acquisition Financing Adjustments (4) £000		Pro forma net assets of the enlarged group at 30/06/10 £000		Pro forma net assets of the enlarged group at 31/12/09       £000
NONCURRENT ASSETS
Intangible assets	-		602		-		-		602		828
Property, plant and equipment	-		172,030		-		-		172,030		177,373
Investments in associated undertakings	-		1,647		-		-		1,647		1,600
	-		174,279		-		-		174,279		179,801
CURRENT ASSETS
Inventories	-		6,987		-		-		6,987		6,561
Trade and other receivables	22		30,481		-		-		30,503		24,420
Cash and cash equivalents	11,484		297		-		(8,000)		3,781		4,725
	11,506		37,765		-		(8,000)		41,271		35,706
TOTAL ASSETS	11,506		212,044		-		(8,000)		215,550		215,507
CURRENT LIABILITIES
Interest-bearing loans and borrowings	-		(14,637)		-		-		(14,637)		(9,544)
Trade and other payables	(199)		(32,052)		-		-		(32,251)		(30,677)
Provisions	-		(440)		-		-		(440)		(620)
	(199)		(47,129)		-		-		(47,328)		(40,841)
NON CURRENT LIABILITIES
Interest-bearing loans and borrowings	-		(134,305)		(1,070)		50,000		(85,375)		(88,743)
Provisions	-		(5,423)		-		-		(5,423)		(5,314)
Deferred tax liabilities	-		(10,979)		-		-		(10,979)		(11,233)
	-		(150,707)		(1,070)		50,000		(101,777)		(105,290)
TOTAL LIABILITIES	(199)		(197,836)		(1,070)		50,000		(149,105)		(146,131)
NET ASSETS / (LIABILITIES)	11,307		14,208		(1,070)		42,000		66,445		69,376

Notes

1.   The net assets of Breedon Aggregates Limited, registered in Jersey, have been extracted without adjustment from its unaudited condensed consolidated interim financial statements as at 30^th June 2010.

2.   The net assets of Breedon Holdings Limited as at 30^th June 2010, which excludes the Polish business of Ennstone Sp. z o.o. and its UK holding company, Enneurope, have been extracted without material adjustment from the condensed consolidated interim financial information contained in Part 3 of this document.

3.   As described in the admission document of Breedon Aggregates Limited published on 17^th August 2010, the Group will have a Put and Call Option giving Enneurope Holdings the right to sell Enneruope back to Breedon for a consideration of £5.5 million.  This will be accounted for as a financial liability with an 'available for sale financial asset' also being recognised at the fair value of the underlying Polish business. This is not reflected as an adjustment to net assets, given that the assets and liabilities are assumed to be of equal value.  Other Acquisition Agreements adjustments represents:

(i)         the write off of PIK interest accrued (being £9.58 million at 30^th June 2010 with subsequent accrued interest) on interest bearing borrowings provided by the vendors of Breedon as agreed in the main sale and purchase agreement.

(ii)         The reallocation of £16.15 million of interest bearing borrowings to the UK Group of Breedon Holdings Limited, previously allocated to the Polish business, less proceeds on disposal of Enneurope and the Polish business for £5.5 million.

4.   The adjustments relate to the placing, as follows:

(i)         The Placing of shares at a price of 12.0 pence results in proceeds of £50 million. An adjustment to interest-bearing loans and borrowings of £50 million to reflect the use of the Placing proceeds to repay £50 million of bank debt;

(ii)         An adjustment to cash to reflect the cash expenses of the placing and acquisition estimated by the Directors at £5.75 million;

(iii)        An adjustment to cash to reflect the payment to certain of the vendors of Breedon Holdings Limited of £2.25 million, all settled in cash;

(iv)        A fair value exercise has not been undertaken in relation to intangible fixed assets acquired, other assets acquired and liabilities assumed.  Given that the fair value of the assets acquired and liabilities assumed in Breedon Holdings Limited are likely to be more than the consideration paid, a gain on bargain purchase will be recognised immediately in profit or loss. Acquisition costs have been taken directly to the income statement in accordance with IFRS 3(R).

5.   The unaudited pro forma statement of net assets does not reflect any changes in the trading performance of Breedon Aggregates Limited or other changes arising from transactions since 30^th  June 2010, other than those disclosed in the above notes, or of the Breedon Holdings Group since 30^th June 2010.

 

END

 

 

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