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 SigmaRoc@walbrookpr.com

 

PRIVATE INVESTOR PRESENTATION

 

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

 

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

 

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

 

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: +44 (0) 207 002 1080

 

ir@sigmaroc.com

 

Panmure Liberum (Nomad and Co-Broker)

Scott Mathieson / John More / Dru Danford

 

Deutsche Numis (Co-Broker)

Richard Thomas / Hannah Boros

 

Tel: +44 (0) 203 100 2000

 

 

Tel: +44 (0) 20 7260 1000

 

Walbrook PR Ltd (Public Relations)

Tom Cooper / Nick Rome

 

 

Tel: +44 20 7933 8780 sigmaroc@walbrookpr.com

Mob: +44 7971 221972

 

 

About SigmaRoc

 

SigmaRoc is a quoted European lime and minerals Group.

 

Lime and limestone are key resources in the transition to a more sustainable economy. New applications for lime and limestone products as part of a drive for sustainability include the production and recycling of lithium batteries, the decarbonisation of construction including through substitution of cementitious material and new building materials, and environmental applications including lake liming, air pollution and direct air capture.

 

SigmaRoc seeks to create value by purchasing assets in fragmented markets and extracting efficiencies through active management and by forming the assets into larger groups. It seeks to de- risk its investments through the selection of projects with strong asset backing.



 

SIGMAROC PLC

Interim results (unaudited) for the six months ended 30 June 2024

 

 

EXECUTIVE STATEMENT

 

We are pleased to extend a warm welcome to the nearly 1,000 colleagues who have joined our Group since the start of 2024. They join an ambitious mission to build Europe's leading minerals platform focused on lime and limestone. We also extend our gratitude to the CRH Group for their support in the completion process.

 

Our intense focus on completing the CRH lime acquisitions, did not detract from posting excellent results in challenging market conditions. We report a strong first half of 2024 achieving an underlying EBITDA of £100m. Underlying EBITDA margins improved by 240bps to 21.3%, reflecting operational improvements. This positions us well to deliver market expectations for the full year.

 

The integration programme progressed ahead of plan. The integration of those businesses acquired in January is now complete having exited all Transitional Service Agreements ('TSA's). Integration of Buxton Lime in the UK, acquired in March 2024, is progressing smoothly and has traded well since acquisition. All acquired businesses are now under the same financial and safety reporting structures as the rest of the Group. The Polish lime operations successfully cleared antitrust filings and joined the Group on 1st 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

 

 

 

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.

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